10-K/A

SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

 Form 10-K/A

(Amendment No. 2)

¨      Annual Report under Section 13 or 15(d) of the Securities

  Exchange Act of 1934

 For the fiscal year ended December 31, 2009

or

¨      Transitional Report under Section 13 or 15(d) of the

  Securities Exchange Act of 1934

000-52327

Commission file number

AQUAMER MEDICAL CORP.

(Exact name of small business issuer as specified in its charter)

Delaware	80-0664054
(State of incorporation)	(IRS Employer Identification Number)

23 Wallace Street, Suite 408

Red Bank, NJ  07701

(Address of principal executive office)

(732) 224-9193

(Issuer's telephone number)

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

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

Common Stock

(Title of Class)

Check whether the registrant:

is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       Yes ¨ No S

is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ¨ No S

(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)

Yes S No ¨

And

(2) has been subject to such filing requirements for the past 90 days.

Yes S No ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

Check whether the registrant: is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No S

Check whether the registrant:  is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting companyS

Aquamer Medical Corp. did not have any revenue for the year ended December 31, 2009.

As of April 15, 2010, there were 115,629,176 shares of Aquamer Medical Corp. common stock outstanding.

The aggregate market value of the stock held by non-affiliates (62,287,559 shares) computed by reference to the closing price of such stock ($0.18), as of April 14, 2010, was $11,211,761.

Documents incorporated by reference: None.

EXPLANATORY NOTE

This Form 10-K/A Amendment No. 2 (this "Amendment") to the Annual Report on Form 10-K for the year ended December 31, 2009 of Aquamer Medical Corp. (the "Company"), filed with the Securities and Exchange Commission on April 15, 2010 (the "Original Form 10-K"), as previously amended, is being filed in response to comments issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission, solely to amend and restate the section in Part III, Item 10, entitled “Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended” to provide corrected disclosure required by Item 405 of Regulation S-K.

Except for the changes to in Part III, Item 10, to the section entitled “Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended”, this Amendment No. 2 on Form 10-K/A does not modify, replace or update the other disclosures presented in the Original Form 10-K, as previously amended.  This Amendment No. 2 on Form 10-K/A also does not reflect events occurring after the filing of the Original Form 10-K.

ii

Aquamer Medical Corp. 

Form 10-K/A

Table of Contents

		Page
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	2
Signatures		3

iii

PART III

Item 10 - Directors, Executive Officers and Corporate Governance

The following is a list of our directors and executive officers, their respective ages and the positions they hold with us.

Name	Age	Positions
Richard Falcone	57	President, Chief Executive Officer and Director
Marshall Sterman	78	Chairman of the Board of Directors

Pursuant to our bylaws, all directors are elected to a term of one year, and hold such office until the next meeting of the shareholders or until their successors are elected and qualified. The executive officers serve at the pleasure of the Board.

         The following is a brief description of the backgrounds of our executive officer and our directors..

           Richard Falcone has been President, Chief Executive Officer and Director of Aquamer since February 2010. He is also the Acting Chief Financial Officer of ThermaFreeze Products Corporation. He had previously been Chief Financial Officer of the The A Consulting Team, a publicly traded technology company and had been Chief Executive Officer and Director of Tasker Products Corp., a publicly traded manufacturer and distributor of antimicrobial products and has been a director of Assured Pharmacy, Inc. Mr. Falcone was formerly the Chief Financial Officer of Bed, Bath & Beyond Inc. and had been Director of Internal Finance and Operations for Tiffany and Co.  Mr. Falcone is a Certified Public Accountant and is a graduate of the University of Vermont.

           Marshall Sterman served as President and a member of our Board of Directors beginning in August 2006, at which time Aquamer was a wholly owned subsidiary of Bellacasa. He continued in those positions when Aquamer became an independent public company in March 2007. In February 2010, he resigned his executive positions but continues as our Board Chairman.  Since 1986, Mr. Sterman has been the President of The Mayflower Group, LTD., a merchant banking firm.  He also is a member of the Board of Directors of Medical Solutions Management, Inc., and serves as Chairman of WiFiMed Holdings Company, Inc. (formerly Bellacasa).  Mr. Sterman is a graduate of Brandeis University and received his MBA from Harvard University.

            Board of Directors and Committees

All directors hold office until the next annual meeting of the shareholders and the election of their successors.  Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

Our Board of Directors plans to establish an audit committee and a compensation committee at such time as additional persons are added to our Board of Directors.

The Audit Committee will recommend, to the entire Board of Directors, the independent public accountants to be engaged by us; review the plan and scope of our annual audit; review our internal controls and financial management policies with our independent public accountants; and review all related party transactions.

The compensation committee will review and recommend, to our entire board of directors, compensation and benefits to be paid to our officers and directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended

Section 16(a) of the Exchange Act, as amended, and SEC regulations require our directors, certain of our officers and persons who beneficially own more than 10% of a registered class of our equity securities to file reports regarding their ownership of our equity securities with the SEC and  to furnish the Company  with copies of all ownership reports they file.  To our knowledge, based on our review of Company records, the following persons who had such status during the fiscal year ended December 31, 2009 either failed to file required reports or were late in filing:

Marshall Sterman, our former President and director, failed to file on a timely basis his Form 3 filed on April 13, 2007.  For the fiscal years ended December 31, 2008 and December 31, 2009, Mr. Sterman failed to file a Form 4 on two occasions as required by Section 16(a) of the Exchange Act.

1

Mr. Peter Johnson, as trustee of the Frank Magliochetti Irrevocable QTIP Trust, failed to file a Form 3 as required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2008.

Subsequent to December 31, 2009 and prior to April 15, 2010, the date on which this Form 10-K was filed, Mr. Peter Johnson, as trustee of the Frank Magliochetti Irrevocable QTIP Trust, failed to file a Form 4 on one occasion as required by Section 16(a) of the Exchange Act.  In addition, during that period, ThermaFreeze Products Corporation failed to file a Form 3 as required by Section 16(a) of the Exchange Act.

Code of Business Conduct

Effective March 28, 2006, the Board of Directors of our then parent company, Bellacasa, adopted a Code of Business Conduct for Bellacasa and for its then wholly owned subsidiary, Aquamer. We have continued to maintain the Code of Business Conduct for Aquamer as a publicly owned independent company. Our Code of Business Conduct applies to, among other persons, our  President (being our principal executive officer) and our Acting Chief Financial Officer (being our principal financial and accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the Code of Business Conduct to an appropriate person or persons identified in the Code of Business Conduct; and (5) accountability for adherence to the Code of Business Conduct.

Our Code of Business Conduct requires, among other things, that all of our personnel shall be accorded full access to our President and Chief Financial Officer with respect to any matter which may arise relating to the Code of Business Conduct. Further, all of our personnel are to be accorded full access to our Board of Directors if any such matter involves an alleged breach of the Code of Business Conduct by our President or Chief Financial Officer.

In addition, our Code of Business Conduct emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our President or Chief Financial Officer. If the incident involves an alleged breach of the Code of Business Conduct by the President or Chief Financial Officer, the incident must be reported to any member of our Board of Directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct by another.

            We will provide a copy of the Code of Business Conduct to any person without charge, upon request.

PART IV

Item 15 - Exhibits, Financial Statement Schedules

            See Exhibit Index attached to this Form 10-K/A.

2

SIGNATURES

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

	Aquamer Medical Corp.
	(Registrant)
By:	/s/ Edwin A. Reilly
	Edwin A. Reilly Chief Executive Officer
Date:	December 3, 2010

              Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Edwin A. Reilly
	Edwin A. Reilly Chief Executive Officer and Director (Principal Executive Officer)
Date:	December 3, 2010
By:	/s/ James A. Shanahan
	James A. Shanahan Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
Date:	December 3, 2010
By:	/s/ Michael J. Mahoney
	Michael J. Mahoney President, Chief Operating Officer and Director
Date:	December 3, 2010

3

Exhibits

Exhibit No.	Description
2.1(1)	Certificate of Incorporation
2.2(1)	By-laws
10.1(2)	Patent License Agreement between Partners in Biomaterials, Inc. and Aquamer, Inc., effective as of March 31, 2006
10.2(2)	Product Supply Agreement between Partners in Biomaterials, Inc. and Aquamer, Inc., effective as of March 31, 2006
10.3(4)	Patent Purchase Agreement between Phillips Capital and Aquamer Medical Corp dated as of March 24, 2008
10.4(5)	Asset Purchase Agreement by and among TehrmaFreeze Products Corporation, Aquamer Medical Corp. and Aquamer Shipping Corp., dated March 21, 2010
10.5(5)	Consultant Services Agreement between TehrmaFreeze Products Corporation (assumed by Aquamer) and Thomas Belina, effective as of October 1, 2009
12.1(3)	Joint Disclosure Statement in the definitive proxy statement on Schedule 14C filed by Bellacasa Productions, Inc. on February 1, 2007
14.1(2)	Code of Business Conduct filed by Bellacasa Productions, Inc.
21.0(6)	Subsidiaries of Registrant
31.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
31.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
32.1*	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
32.2*	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer

            * Filed herewith

            (1) Previously filed on November 20, 2006, as an exhibit to Form 10-SB of Aquamer.

            (2) Previously filed on March 31, 2006, as an exhibit to Form 10-KSB of Bellacasa.

            (3) Previously filed on February 5, 2007, as an exhibit to Form 10-SB/A of Aquamer.

            (4) Previously filed on March 25, 2008, as an exhibit to Report on Form 8-K of Aquamer.

            (5) Previously filed on March 25, 2010, as an exhibit to Report on Form 8-K of Aquamer.

            (6) Previously filed on April 15, 2010, as an exhibit to Report on Form 10-K of Aquamer.

4

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

  PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edwin A. Reilly, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Aquamer Medical Corp.;

2. Based on my knowledge, this amended annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

            (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this amended annual report is being prepared;

            (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

            (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

            (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

            (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 3, 2010

/s/ Edwin A. Reilly

Edwin A. Reilly

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Shanahan, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Aquamer Medical Corp.;

2. Based on my knowledge, this amended annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

            (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this amended annual report is being prepared;

            (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

            (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

            (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

            (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 3, 2010

/s/ James A. Shanahan

James A. Shanahan

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

 18 U.S.C. SECTION 1350,

 AS ADOPTED PURSUANT TO

 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            In connection with the amended Annual Report of Aquamer Medical Corp. (the "Company") on Form 10-K/A for the year ending December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the " Report"), I, Edwin A. Reilly, President, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: December 3, 2010

/s/ Edwin A. Reilly

Edwin A. Reilly,

  Chief Executive Officer

  (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

 18 U.S.C. SECTION 1350,

 AS ADOPTED PURSUANT TO

 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            In connection with the amended Annual Report of Aquamer Medical Corp. (the "Company") on Form 10-K/A for the year ending December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the " Report"), I, Edwin A. Reilly, President, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: December 3, 2010

/s/ James A. Shanahan

James A. Shanahan,

Chief Financial Officer

  (Principal Financial Officer and

  Principal Accounting Officer)

CORRESP

AQUAMER MEDICAL CORP.

8 Algonquian Drive

Natick, Massachusetts 01760

                                     December 3, 2010

Mr. Kevin L. Vaughn

Accounting Branch Chief

Securities and Exchange Commission

Mail Stop 3030

Washington, DC 20549

Re: Aquamer Medical Corp.

Amendment No. 1 to Form 10-K for the Year Ended December 31, 2009

Filed November 24, 2010

File No. 000-52327

Dear Mr. Vaughn:

Aquamer Medical Corp.  (“Aquamer”, the “Company” or “we”) hereby provides for review by the U. S. Securities and Exchange Commission  (the “Commission”) responses to comments issued by the staff of the Commission (the “Staff”) contained in your letter dated December 2, 2010 (the “Comment Letter”).

The text of your comments is set forth in boldface below, followed by the response of the Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended

1.  We note your revisions in response to prior comment 1.  With a view to disclosure, please tell us when the Forms you state were not timely filed were actually filed and what you mean by “other beneficial ownership forms.”  Also, please tell us the number of transactions that were not reported on a timely basis and explain why you have not provided such disclosure.

Response:   The amendment filed herewith includes a complete revision of the section entitled “Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended.” We believe that the revised language responds to each of the issues raised by your comment.

Aquamer Medical Corp. acknowledges that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Kevin L. Vaughn

December 3, 2010

Page 2

· staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

· the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding the responses set forth in this letter please contact me at 508-647-0041 or 617-777-2807.

Regards

/s/ Edwin A. Reilly

Edwin A. Reilly

Chief Executive Officer

cc: Eric M. Hellige, Esq.