10QSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-QSB/A

(Mark one)

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

Or

[  ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, 2007

Commission File Number:  333-107716

MERA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	04-3683628
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification 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 [  ]

510,369,915 shares of $0.0001 par value common stock outstanding as of April 30, 2007.

80 shares of $0.0001 par value Series A preferred stock outstanding as of April 30, 2007.

974 shares of $0.0001 par value Series B preferred stock outstanding as of April 30, 2007.

Mera Pharmaceuticals, Inc.

Form 10-QSB

For the Quarter Ended April 30, 2007

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		9
	Item 2:  Changes In Securities		9
	Item 3.  Defaults Upon Senior Securities		9
	Item 4:  Submission of Matters to a Vote of Security Holders		9
	Item 5:  Other Information		9
	Item 6:  Exhibits and Reports on Form 8-K		9
	Signature		10
	Certifications		Exhibits

Mera Pharmaceuticals, Inc.
Condensed Balance Sheet
			April 30, 2007
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$                      6,124
	Accounts receivable		6,093
	Tax receivable		27,291
	Prepaid expenses and other current assets		36,700
Total current assets			76,208
Plant and equipment, net			2,236,880
Other assets, net of accumulated amortization of $49,920			12,480
Total Assets			$               2,325,568
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable, accrued expenses and customer credits		$                  327,278
	Notes payable - related parties		85,336
Total Current Liabilities			412,614
Stockholders' equity:
	Convertible preferred stock, $.0001 par value, 10,000
		shares authorized, 80 Series A shares issued and
		outstanding and 974 Series B shares issued and
		outstanding	2
	Common stock, $.0001 par value: 750,000,000
		shares authorized, 510,369,915 shares issued
		and outstanding	51,037
	Additional paid-in capital		7,736,743
	Accumulated deficit		(5,874,828)
Total stockholders' equity			1,912,954
Total Liabilities and Stockholders' Equity			$               2,325,568

3

Mera Pharmaceuticals, Inc.

Condensed Statements of Operations

Three Months Ended	Three Months Ended	Six Months Ended	Six Months Ended
April 30,	April 30,	April 30,	April 30,
2007	2006	2007	2006
(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

NET SALES		$               135,169	$             69,450	$           206,493	$      221,844
Cost of goods sold		3,714	11,129	24,349	30,646
GROSS PROFIT		131,455	58,321	182,144	191,198
Operating Expenses
	Selling and administrative expenses	80,144	112,808	169,458	221,925
	Research and development costs	47,338	36,831	99,806	105,466
	Depreciation and amortization	70,864	72,261	141,727	144,522
Total operating expenses		198,346	221,900	410,991	471,913
Operating loss		(66,891)	(163,579)	(228,847)	(280,715)
Other income (expense)
	Interest income	162	639	344	881
	Other income	-	2,179	-	2,179
	Interest expense	(2,109)	(2,364)	(4,405)	(4,526)
Total other income (expense)		(1,947)	454	(4,061)	(1,466)
Net income (loss) before provision for income taxes		(68,838)	(163,125)	(232,908)	(282,181)
Provision for income taxes		-	-	-	-
Refundable tax credit		5,174	2,608	10,596	8,076
NET INCOME (LOSS)		$                (63,664)	$         (160,517)	$         (222,312)	$     (274,105)
Net income (loss) per common share		$                (0.0001)	$           (0.0003)	$           (0.0004)	$       (0.0006)
Weighted average shares outstanding		505,869,915	479,175,623	501,648,251	477,263,170

4

Mera Pharmaceuticals, Inc.
Condensed Statements of Cash Flows
			Six Months Ended	Six Months Ended
			April 30,	April 30,
			2007	2006
			(Unaudited)	(Unaudited)
Cash Flows from Operating Activities
	Net Income (loss)		$                   (222,312)	$          (274,105)
	Adjustments to reconcile net loss to net
	cash used in operating activities:
		Depreciation and amortization expense	141,727	144,522
	Changes in current assets and liabilities:
		Accounts receivable	(17,875)	7,422
		Prepaid expenses and other current assets	(28,477)	(49,334)
		Accounts payable, accrued expenses, and customer
		credits	45,866	46,008
Net Cash Used in Operating Activities			(81,071)	(125,487)
Cash flows From Financing Activities
	Proceeds from issuance of stock		60,000	150,000
	Proceeds from related party loans		39,000	-
	Payment of related party loans		(19,000)	(12,000)
Net Cash Provided by Financing Activities			80,000	138,000
Net increase in cash and cash equivalents			(1,071)	12,513
Cash and cash equivalents - beginning of period			7,195	539
Cash and cash equivalents - end of period			$                         6,124	$              13,052
Non-Cash Investing and Financing Activities
	Conversion of accounts payable to common stock		$                       81,218	$                     -
Supplemental Cash Flow Information
	Interest Paid		$                              -	$                     -
	Taxes Paid		$                              -	$                     -

5

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2006 AND 2007

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 three-month and six-month periods ended April 30, 2007 are not necessarily indicative of the results that may be expected for the year ending October 31, 2007. For further information, refer to the condensed financial statements and footnotes thereto for the year ended October 31, 2006, included in Form 10-KSB filed with the Securities and Exchange Commission

The preparation of the Company’s Condensed 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 Condensed Financial Statements and the reported amounts of revenues and expenses during the reporting period.  The more significant areas requiring the use of management’s estimates and assumptions relate to depreciation and amortization calculations; inventory valuations; 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. Notes Payable – Related Parties

Notes payable – related parties consists of the following as of April 30, 2007:

Unsecured demand notes payable – shareholder notes bearing an annual interest rate of 10% due on March 31, 2004. Notes are currently past maturity, however no demand for payment has been made.	$	41,936
Unsecured demand notes payable – shareholder notes bearing an annual interest rate of 8% due on various dates. Certain of these notes are currently past maturity, however no demand for payment has been made.		43,400
Total notes payable, related parties	$	85,336

Total interest expense on notes payable – related parties was $2,109 and $2,364 for the three months ended April 30, 2007 and 2006, respectively, and $4,405 and $2,364 for the six months ended April 30, 2007 and 2006, respectively.

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 requ irements; 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 April 30, 2007 we had an accumulated deficit of $5,874,828. 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 and increasing efforts to sell raw materials to other product formulators.  However, our best efforts cannot guarantee that we will overcome these risks in a timely manner, if at all.

Results of Operations

Revenues.  Revenues for the quarter ended April 30, 2007 were $135,169 as compared to $69,450 for the equivalent period in 2006, an increase of 96%.

The increase was due to management strategies which are aimed at long term steady growth in multiple areas.  Specifically, in two areas:  Sales of our Asta Factor line of products and research contract services using Mera’s patented growth modules with third parties for fee’s and success based incentives.  The company has contracted with an entity that should fuel revenue through the end of the fiscal year ending October 2007 with the possibility of a extension of service.  The company is also in current negotiations with another entity to use our facility either in conjunction with or separate from the current contract.  The company also expects to introduce a new product early in the fourth quarter of 2006 which is expected to further increase revenue in the future.

7

From an operational basis, excluding Depreciation and Amortization, Mera had a operating profit of $2,026 which is the first operating profit in the company’s history.  While nominal in dollars, the trend continues to improve even though there will be fluctuations in future quarterly earnings and revenues.

Cost of Sales.  Cost of goods sold was $3,714 for the quarter ending April 30, 2007 versus $11,129 in the same quarter in 2006, a decrease of 67%. Gross profit margins from sales of product for the quarter were approximately 97%, versus 84% for the same period in 2006. The decrease in cost of goods sold, and the corresponding increase in gross profit margin, was due primarily to a greater percentage of in direct retail sales, which carry greater profit margins as compared to wholesale revenues.

Research and Development Costs.  Research and development costs were $47,338 for the quarter ending April 30, 2007. This was an increase if approximately 29% over the $36,831 that was incurred for the same period in the prior year. The increase was due to the above mentioned contract services research project. These expenses will rise over the next few quarters as we increase the amount of work under contract.

Selling, General and Administrative Expenses.   In the quarter ended April 30, 2007 as compared to the same period during the prior year, selling, general and administrative costs declined from $112,808 to $80,144 or approximately 29%. The reduction was due to general cost cutting measures, primarily in the area of salaries. It is expected that such expenses will rise in future periods as the Company begins to grow its businesses and add new employees to its staff.

Interest Expense.  For the quarters ended April 30, 2007 and 2006, interest expense was $2,109 and $2,364, respectively. This decrease was due to a slightly lower level of borrowing by the Company during the second quarter of 2007 compared to the same period in 2006.

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.

8

 PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

In March 2007 the Company issued a total of 8,100,000 shares of common stock to a vendor in satisfaction of amounts payable at a price of $0.01 per share.  This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

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).

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.

9

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:  March 3, 2008	By:	/s/ Gregory F. Kowal
		Gregory F. Kowal
		Chief Executive Officer

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Gregory F. Kowal, certify that:

1.

I have reviewed this quarterly report of Mera Pharmaceuticals, Inc.;

2.

Based on my knowledge, this 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 report;

3.

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

4.

The small business issuer's other certifying officer(s) and I are 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 small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 small business issuer's disclosure controls and procedures and presented in this report our 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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

Date: March 3, 2008	By:	/s/ Gregory F. Kowal
		Gregory F. Kowal
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Anthony E. Applebaum, certify that:

1.

I have reviewed this quarterly report of Mera Pharmaceuticals, Inc.;

2.

Based on my knowledge, this 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 report;

3.

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

4.

The small business issuer's other certifying officer(s) and I are 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 small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 small business issuer's disclosure controls and procedures and presented in this report our 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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

Date: March 3, 2008	By:	/s/ Anthony E. Applebaum
		Anthony E. Applebaum
		Principal Financial and Accounting Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Mera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2007 (the “Form 10-QSB/A”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-QSB/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date March 3, 2008	By:	/s/ Gregory F. Kowal
		Gregory F. Kowal
		Chief Executive Officer

Date March 3, 2008	By:	/s/ Anthony E. Applebaum
		Anthony E. Applebaum
		Principal Financial and Accounting Officer

(ii) A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.