-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P3se2AmKZzT+uxa1MQEmjXWOn+Zm+DXzF9n/wk1Y1HcZORyc+MusoNtP8njfDYJ7 gVPiZzQmSABFsMiBzSlt6g== 0000909012-04-000634.txt : 20040903 0000909012-04-000634.hdr.sgml : 20040903 20040903165953 ACCESSION NUMBER: 0000909012-04-000634 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040731 FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000837490 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043683628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-23460 FILM NUMBER: 041017360 BUSINESS ADDRESS: STREET 1: 73-4460 QUEEN KA'AHUMANU HWY. STREET 2: SUITE 110 CITY: KAILUA-KONA STATE: HI ZIP: 96740 BUSINESS PHONE: (808) 326-9301 MAIL ADDRESS: STREET 1: 73-4460 QUEEN KA'AHUMANU HWY. STREET 2: SUITE 110 CITY: KAILUA-KONA STATE: HI ZIP: 96740 FORMER COMPANY: FORMER CONFORMED NAME: AQUASEARCH INC DATE OF NAME CHANGE: 19920703 10QSB 1 t301271.txt MERA PHARMACEUTICALS ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark one) [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2004 Or [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 COMMISSION FILE NUMBER: 333-107716 [GRAPHIC OMITTED] MERA PHARMACEUTICALS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 04-3683628 -------------------------------- ----------------------------- (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 73-4460 QUEEN KA'AHUMANU HIGHWAY, SUITE 110 KAILUA-KONA, HAWAII 96740 (808) 326-9301 ------------------------------------------------------------- (Address and telephone number of principal executive offices) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES [X] NO [ ] 411,144,736 shares of $0.0001 par value common stock outstanding as of July 31, 2004 80 shares of $0.0001 par value Series A preferred stock outstanding as of July 31, 2004 974 shares of $0.0001 par value Series B preferred stock outstanding as of July 31, 2004 ================================================================================ MERA PHARMACEUTICALS, INC. FORM 10-QSB FOR THE QUARTER ENDED JULY 31. 2004 CONTENTS PAGE PART I - FINANCIAL INFORMATION Item 1: Financial Statements Condensed Balance Sheet 3 Condensed Statements of Operations 4 Condensed Statements of Cash Flows 5 Notes to Condensed Financial Statements 6 Item 2: Management's Plan of Operation Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Controls and Procedures 9 PART II - OTHER INFORMATION Item 1: Legal Proceedings 10 Item 2: Changes In Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4: Submission of Matters to a Vote of Security Holders 10 Item 5: Other Information 10 Item 6: Exhibits and Reports on Form 8-K 10 Signature 11 Certifications 12 MERA PHARMACEUTICALS, INC. CONDENSED BALANCE SHEETS
July 31, 2004 ------------ (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 55,124 Accounts receivable, net 30,587 Inventories, net of provision for excess inventory of $775,000 399,997 Prepaid expenses and other current assets 41,752 ----------- TOTAL CURRENT ASSETS 527,460 ----------- PROPERTY, PLANT, AND EQUIPMENT, NET 2,877,343 ----------- TOTAL ASSETS $ 3,404,803 =========== LIABILITIES AND SHARHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable, accrued expenses and customer credits $ 201,415 Notes payable - related party 45,045 Deferred revenue 230,288 ----------- TOTAL CURRENT LIABILITIES 476,718 ----------- SHAREHOLDERS' EQUITY Convertible preffered stock, $.0001 par value, 5,000,000 shares authorized, 80 Series A shares issued and outstanding and 974 Series B shares issued and outstanding 2 Common stock, $.0001 par value: 500,000,000 shares authorized, 411,144,736 shares issued and outstanding 41,114 Additional paid-in capital 6,687,228 Accumulated deficit (3,800,259) ----------- TOTAL SHAREHOLDERS' EQUITY 2,928,085 ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,404,803 ===========
3 MERA PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF OPERATIONS
Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended July 31, July 31, July 31, July 31, 2004 2003 2004 2003 ------------- ------------- ------------- ------------- (Unaudited) (Unaudited) NET SALES $ 120,812 $ 342,022 $ 557,573 $ 656,089 Cost of goods sold 30,086 142,637 178,463 178,980 ------------- ------------- ------------- ------------- GROSS PROFIT 90,726 199,385 379,110 477,109 ------------- ------------- ------------- ------------- Operating Expenses Selling and administrative expenses 276,742 173,416 676,279 1,031,091 Cost of subcontract services 74,757 134,970 260,735 281,831 Research and development costs 44,765 31,804 80,609 318,401 Depreciation and amortization 45,315 37,694 116,948 98,041 Provision for excess inventory 640,000 -- 640,000 -- ------------- ------------- ------------- ------------- Total operating expenses 1,081,579 377,884 1,774,571 1,729,364 ------------- ------------- ------------- ------------- Operating loss (990,853) (178,499) (1,395,461) (1,252,255) Other income (expense) Interest income -- -- -- 1,319 Other income -- -- 306,587 -- Interest expense -- (18,714) (13,993) (91,235) ------------- ------------- ------------- ------------- Total other income (expense) -- (18,714) 292,594 (89,916) ------------- ------------- ------------- ------------- Net income (loss) before extraordinary item (990,853) (197,213) (1,102,867) (1,342,171) Gain on discharge of debt -- 38,225 12,880 109,234 ------------- ------------- ------------- ------------- Net income (loss) before tax provision (990,853) (158,988) (1,089,987) (1,232,937) Provision for income taxes (1,500) (870) (2,300) (876) Refundable tax credit 20,159 4,101 25,321 13,657 ------------- ------------- ------------- ------------- NET INCOME (LOSS) $ (972,194) $ (155,757) $ (1,066,966) $ (1,220,156) Net income (loss) per common share $ (0.0024) $ (0.0004) $ (0.0026) $ (0.0031) ============= ============= ============= ============= Weighted Average Shares Outstanding 411,144,736 398,477,743 418,311,313 395,526,458 ============= ============= ============= =============
4 MERA PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended Nine Months Ended July 31, July 31, 2004 2003 ------------- ----------- (Unaudited) Cash Flows from Operating Activities Net Income (loss) $(1,066,966) $(1,220,156) Adjustments to reconcile net loss to net cash used in operating activities: Accumulated depreciation and amortization 211,355 187,381 Gain on discharge of debt -- (109,234) Changes in current assets and liabilities: Accounts receivable 30,573 (154,398) Inventories 577,505 (138,194) Prepaid expenses and other current assets (18,748) (7,509) Accounts payable, accrued expenses, and customer (836,940) 210,353 credits Deferred revenue (75,704) 105,992 ----------- ----------- Net Cash Used in Operating Activities (1,178,925) (1,125,765) ----------- ----------- Cash flows from Investing Activities Purchase of fixed assets (17,144) (3,919) ----------- ----------- Net Cash Used in Investing Activities (17,144) (3,919) ----------- ----------- Cash flows From Financing Activities Proceeds from issuance of stock 2,145,040 2,884,000 Proceeds from notes payable -- 402,232 Payment of notes payable (894,996) (2,193,221) ----------- ----------- Net Cash Provided by Financing Activities 1,250,044 1,093,011 ----------- ----------- Net increase (decrease) in cash and cash equivalents 53,975 (36,673) Cash and cash equivalents - beginning of period 1,149 40,743 ----------- ----------- Cash and cash equivalents - end of period $ 55,124 $ 4,070 =========== ===========
5 MERA PHARMACEUTICALS, INC. NOTES TO CONDESED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JULY 31, 2004 AND 2003 1. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine month period ended July 31, 2004 are not necessarily indicative of the results that may be expected for the year ending October 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended October 31, 2003, included in Form 10-KSB filed with the Securities and Exchange Commission The Company's Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company's Consolidated Financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of managements estimates and assumptions relate to depreciation and amortization calculations: asset impairments(including impairments of goodwill, long-lived assets, and investments); valuation allowances for deferred tax assets; reserves for contingencies and litigation; and the fair value and accounting treatment of financial instruments. The Company bases its estimates on the Company's historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. 2. INVENTORIES Inventories are stated at the lower of cost or market. The Company intends to determine cost on a first-in, first-out basis. At July 31, 2004, inventories consisted of $962,698 of work in process and $212,299 of finished goods less an allowance for excess inventory of $775,000. $640,000 of this allowance was recorded in the quarter ended July 31, 2004. 3. RELATED PARTY TRANSACTIONS During the quarter ended July 31, 2004, the Company entered into an agreement with a shareholder for repayment of a promissory note due to him. The total outstanding amount of the note was approximately $170,000 including interest and principal. The Company agreed to pay the shareholder $100,000 and pay the balance in monthly installments of $11,000. In return the shareholder agreed to stop accruing interest on the note and to the return of 14,000,000 shares of common stock from an affiliate of the shareholder and 3,440,000 common stock warrants to the Company. The $100,000 payment was made subsequent to the end of the third quarter. Monthly payments on this commitment will commence upon the Company's receipt of the stock and warrants. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Report contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements that include the words "believes," "expects," "estimates," "anticipates" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Risk factors include, but are not limited to, our ability to raise or generate additional capital; our ability to cost-effectively manufacture our products on a commercial scale; the concentration of our current customer base; competition; our ability to comply with applicable regulatory requirements; potential need for expansion of our production facility; the potential loss of a strategic relationship; inability to attract and retain key personnel; management's ability to effectively manage our growth; difficulties and resource constraints in developing new products; protection and enforcement of our intellectual property; compliance with environmental laws; climate uncertainty; currency fluctuations; exposure to product liability lawsuits; and control of our management and affairs by principal stockholders. The reader should carefully consider, together with the other matters referred to herein, the information contained under the caption "Risk Factors" in our Annual Report on Form 10-KSB for a more detailed description of these significant risks and uncertainties. We caution the reader, however, that these factors may not be exhaustive. Since inception, our primary operating activities have consisted of basic research and development and production process development, recruiting personnel, purchasing operating assets, raising capital and sales of product. From September 16, 2002, the effective date of our plan of reorganization, through July 31, 2004 we had an accumulated deficit of $3,800,259. Our losses to date have resulted primarily from costs incurred in research and development, production costs and from general and administrative expenses associated with operations. We expect to continue to incur operating losses through the current fiscal year. We expect to have quarter-to-quarter and year-to-year fluctuations in revenues, expenses and losses, some of which could be significant. We have a limited operating history. An assessment of our prospects should include the technology risks, market risks, expenses and other difficulties frequently encountered by early-stage operating companies, and particularly companies attempting to enter competitive industries with significant technology risks and barriers to entry. We have attempted to address these risks by, among other things, hiring and retaining highly qualified persons, diversifying our customer base and expanding revenue sources, e.g., by performing other contract services. However, our best efforts cannot guarantee that we will overcome these risks in a timely manner, if at all. 7 RESULTS OF OPERATIONS REVENUES. During the quarter ended July 31, 2004, as compared to the equivalent period in 2003, products revenues decreased from $216,928 to $83,263. This decrease of $135,666 or 116%, was a result of a decrease in sales through the Company's retail sales brokers and also of certain raw materials made in the third quarter of fiscal 2003 that did not occur in the corresponding period of fiscal 2004. Sales made through the Company's retail sales channel result from large orders placed through brokers, which in turn supply the demand at the retail outlet level. The timing of such orders can significantly affect the revenues that are recognized (or not recognized) in any given quarter. As a result, the amount of revenue realized from product sales in any given quarter does not necessarily relate to the rate at which the retail sales of the Company's product are occurring. As the number of retail outlets and the rate of sales of the Company's products increases, the revenue stream should become more regular, though some degree of quarter-to-quarter fluctuation in this revenue source will always exist. The Company also recognized revenues of $37,549 and $94,519 for the quarters ended July 31, 2004 and 2003, respectively, from a subcontract for our work on a U.S. Department of Energy project, a decrease in revenue of $56,970 or 60%. The decrease in revenues under this research agreement resulted from a decrease in personnel assigned to perform work under this project due to a shift in resources to commercial production activities. Combined income from operations (product sales and contract revenues) increased to $321,000 from $312,000, or by 3% compared to the same period last year. The Company recognized royalty revenues of $0 and $30,470 for the quarters ended July 31, 2004 and July 31, 2003, respectively. Past royalty income has been received from another company based on sales of its products. The final payment under this royalty agreement was made in January 2004, and no further royalty income will be received. COST OF SALES. Cost of products sold was $30,086 as compared to $142,637 for the quarters ended July 31, 2004 and 2003, respectively. The decrease of $112,551, or 79%, resulted primarily from higher direct consumer sales, lower sales of raw materials, which carry a lower profit margin when compared to sales of finished goods, and from one time recognition of certain deferred revenue. Gross margins on the sales of products was approximately 64%, reflecting the fact that a high proportion of the sales for the period were in branded retail sales, which tend to offer higher margins than private label sales or raw material sales. Cost of subcontract services include costs associated with our U.S. Department of Energy project. During the quarters ended July 31, 2004 and 2003, the cost of contract services was $74,757 and $134,970 respectively. This resulting decrease of $60,213, or 45%, was primarily due to the decrease in number of personnel performing work on this project as a result of shifting those personnel to production responsibilities. 8 RESEARCH AND DEVELOPMENT COSTS. Research and development costs include salaries, research supplies and materials and expenses related to product development and the development of the drug discovery compound library. Research and development costs for the quarter ended July 31, 2004 were $44,765 as compared to $31,804 for the quarter ended July 31, 2003. The increase of $12,961, or 41%, was related to an increase in general research activities. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses consist primarily of salaries, fees for professional services and promotional and marketing expenses. Selling, general and administrative expenses for the third quarter of fiscal year 2004 were $276,742 compared to $173,417 for the same period in 2003. This increase of $103,326, or 60%, resulted from an increase in salaries and other costs in support of increased production activities employed by the Company. INTEREST EXPENSE. For the quarters ended July 31, 2004 versus July 31, 2003, interest expense was $0 and $18,714. This decrease was due to an agreement with a shareholder to discontinue interest accrual on a promissory note due to him as part of a resolution of other matters between him and the Company. ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined in Rule 13a-14(c) promulgated under the Exchange Act, within the 90 day period prior to the filing date of this quarterly report. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of that date. (b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above. 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES During the quarter ended July 31, 2004, the Company entered into an agreement with a shareholder for repayment of a promissory note due to him. The total outstanding amount of the note was approximately $170,000 including interest and principal. The Company agreed to pay the shareholder $100,000 and pay the balance in monthly installments of $11,000. In return the shareholder agreed to stop accruing interest on the note and to return to the Company both 14,000,000 shares of common stock held by an affiliate of the shareholder and 3,440,000 common stock warrants held by the shareholder. The $100,000 payment was made subsequent to the end of the third quarter. Monthly payments on this commitment will commence upon the Company's receipt of the stock and warrants. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. EXHIBITS 31.1 Certification of Chief Executive Officer pursuant to Rule 13a - 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically). 31.2 Certification of Principal Financial and Accounting Officer pursuant to Rule 13a - 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically). 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically). 10 32.2 Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 (filed herewith electronically) b. REPORTS ON FORM 8-K None. SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Quarterly Report on Form 10-QSB to be signed on its behalf by the undersigned thereunto duly authorized. MERA PHARMACEUTICALS, INC. Dated: 09/03/04 by: /S/ DANIEL P. BEHARRY ----------------------- Daniel P. Beharry Chief Executive Officer 11 EX-31 2 ex31-1.txt 302 CERTIFICATION CERTIFICATIONS Exhibit 31.1 I, Daniel P. Beharry, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Mera Pharmaceuticals, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 09/03/04 /s/ DANIEL P. BEHARRY - ------------------------- Daniel P. Beharry Chief Executive Officer EX-31 3 ex31-2.txt 302 CERTIFICATION Exhibit 31.2 I, Anthony E. Applebaum, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Mera Pharmaceuticals, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: d) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; e) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and f) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions): c) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and d) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 09/03/04 /s/ ANTHONY E. APPLEBAUM - --------------------------- Anthony E. Applebaum Principal Financial and Accounting Officer EX-32 4 ex32-1.txt 906 CERTIFICATION Exhibit 32.1 CERTIFICATION PURSUANT TO 18 UNITED STATES CODE SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Daniel P. Beharry, Chief Executive Officer of Mera Pharmaceuticals, certify that (1) Mera Pharmaceuticals, Inc.'s Form 10-KSB for the fiscal year ended October 31, 2003 fully complies with the requirements of Section 3 (a) or 15 (d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-KSB for the fiscal year ended October 31, 2003 fairly presents, in all material respects, the financial condition and the results of operations of Mera Pharmaceuticals, Inc. /S/ DANIEL P. BEHARRY ------------------------ Daniel P. Beharry Chief Executive Officer 09/03/2004 A signed original of this written statement required by Section 906 has been provided to Mera Pharmaceuticals, Inc. and will be retained by Mera Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-32 5 ex32-2.txt 906 CERTIFICATION Exhibit 32.2 CERTIFICATION PURSUANT TO 18 UNITED STATES CODE SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Anthony E. Applebaum, Chief Executive Officer of Mera Pharmaceuticals, certify that (1) Mera Pharmaceuticals, Inc.'s Form 10-KSB for the fiscal year ended October 31, 2003 fully complies with the requirements of Section 3 (a) or 15 (d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-KSB for the fiscal year ended October 31, 2003 fairly presents, in all material respects, the financial condition and the results of operations of Mera Pharmaceuticals, Inc. /S/ANTHONY E. APPLEBAUM ---------------------------- Anthony E. Applebaum Principal Financial and Accounting Officer 09/03/2004 A signed original of this written statement required by Section 906 has been provided to Mera Pharmaceuticals, Inc. and will be retained by Mera Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----