10KSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM 10-KSB

þANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2008

MERA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

DELAWARE	033-23460	04-3683628
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

73-4460 QUEEN KA'AHUMANU HIGHWAY, SUITE 110, KAILUA-KONA, HAWAII, 96740

(Address of principal executive offices)

(808) 326-9301

(Registrant’s Telephone Number, including Area Code)

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

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨

NOTE - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act from their obligations under those Sections.

MERA PHARMACEUTICALS, INC. (the "Company" or "Mera")

Check whether the issuer (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), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No ¨

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No þ

Mera Pharmaceuticals' revenues for its most recent fiscal year: $609,984.

The aggregate market value of the common equity held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock as reported on the NASD Pink Sheets, as of October 31, 2008 is $1,711,781.

The number of shares outstanding of common equity, as of October 31, 2008, was 547,769,515shares of Common Stock, $0.0001 par value.

Documents Incorporated by Reference:None

Transitional Small Business Disclosure Format (check one): Yes ¨  No þ

MERA PHARMACEUTICALS, INC.

TABLE OF CONTENTS

Page

PART I

PART II

PART III

SIGNATURES

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"The changes in the current document are due to expansions of disclosures and clerical errors. There were no changes to Net Assets or Revenues and the P&L."

PART I

THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING STATEMENTS THAT INDICATE WHAT WE "BELIEVE", "EXPECT" AND "ANTICIPATE" OR SIMILAR EXPRESSIONS. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHERS, THE INFORMATION CONTAINED UNDER THE CAPTION "PART II, ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS ANNUAL REPORT. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT OUR MANAGEMENT'S ANALYSIS ONLY AS OF THE DATE OF THIS ANNUAL REPORT. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISION OF THESE FORWARD-LOOKING STATEMENTS. YOU ARE STRONGLY URGED TO READ THE INFORMATION SET FORTH UNDER THE CAPTION "PART II, ITEM 6, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION - RISK FACTORS" FOR A MORE DETAILED DESCRIPTION OF THESE SIGNIFICANT RISKS AND UNCERTAINTIES.

ITEM 1.

DESCRIPTION OF THE BUSINESS.

HISTORY

Mera Pharmaceuticals, Inc. is the successor issuer to Aquasearch, Inc. (the "Predecessor"), which was incorporated in Colorado in 1987 for the purpose of developing useful products from aquatic microorganisms and making their production economically feasible. On July 25, 2002, the Predecessor merged with and into Mera Pharmaceuticals, Inc., a Delaware corporation formed in June 2002 for the purpose of changing the corporation's name to Mera Pharmaceuticals, Inc. and changing its state of incorporation from Colorado to Delaware (the "Reincorporation Merger"). Mera Pharmaceuticals continues the operations and business of the Predecessor. Each share of the Predecessor's common stock outstanding at the time of the Reincorporation Merger was exchanged for one share of common stock of Mera. Following the Reincorporation Merger, the former stockholders of the Predecessor continued to own 100% of the Company's issued and outstanding capit al stock.

On September 16, 2002, Aqua RM Co., Inc., a privately-held, non-operating Delaware corporation established specifically for the purpose of facilitating the Predecessor's reorganization under Chapter 11 of the U.S. Bankruptcy Code ("Aqua RM"), merged with and into the Company (the "Reorganization Merger"). The Company was the surviving corporation of the Reorganization Merger. Each share of Aqua RM common stock outstanding at the time of the Reincorporation Merger was exchanged for 100 shares of the Company's common stock. Following the Reorganization Merger, former Aqua RM stockholders held approximately 68% of the Company's common stock. The Reorganization Merger was the last material event in the fulfillment of the Company's Chapter 11 Plan of Reorganization.

OVERVIEW OF THE COMPANY'S BUSINESS

The Company develops and commercializes natural products derived principally from microalgae using our patented photobioreactor technology known as the Mera Growth Module ("MGM").

Microalgae are a diverse group of microscopic plants estimated to consist of more than 30,000 species. They have a wide range of physiological and biochemical characteristics. Microalgae produce many different substances and bioactive compounds that have existing and potential applications in a variety of commercial areas, including human nutrition, pharmaceuticals, and other high value commodities such as bio-diesel.

The major challenge to commercial exploitation of microalgae has been the availability of photobioreactors large enough to achieve commercial production levels at an economic cost. A photobioreactor is a fermentation system that is used to grow photosynthetic organisms. At more than 6,000 gallons (25,000 liters), our proprietary MGM is one of the largest photobioreactors in existence and one of the few photobioreactors used for commercial production of microalgae.

The MGM incorporates a very high level of computerized process control, resulting in a higher degree of reproducible performance at high efficiency levels. This increased reliability is due in large measure to the use of turbulence to control the exposure of the algae to light and nutrients at a frequency that improves yields. Mera owns the basic patent for use of turbulence in this way. Our patents, proprietary process controls and the very low cost of constructing the MGM make the MGM very advanced, cost-effective and scalable.

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The Company has used its advantage in photobioreactor technology in the production and marketing of its first commercial product, ASTAFACTOR(R), a nutraceutical and source of natural astaxanthin. Natural astaxanthin, a carotenoid found in many species of fish and seafood (it gives wild salmon its distinctive color), has long been recognized as a valuable nutritional supplement. The Company's development of the MGM has enabled it to produce astaxanthin for commercial distribution cost and introduce SALMON ESSENTIALS, a proprietary combination of astaxanthin and Omega-3 fatty acids.

The Company's business strategy is to exploit its leading position in microalgae cultivation technology to expand the sales of ASTAFACTOR(R) AND SALMON ESSENTIALS while preserving margins. We also hope to develop and introduce additional microalgae-based nutritional products to the marketplace in the future.

We face significant potential competition for ASTAFACTOR(R). We expect that other nutraceutical products that the Company may launch in the future will face meaningful competition as well, although at present we are not aware of a product that combines the same ingredients as SALMON ESSENTIALS in a single product.

We do not believe that any commercial entity has developed a photobioreactor that matches the MGM's combination of large size, low cost and level of process control or sustained performance for a wide variety of aquatic species, although a number of other companies are developing closed environment production systems for marine micro-organisms. We believe that competition in each of these areas may increase significantly over time as alternatives to the Company's patented technology are developed. For more information on our competition, see "Risk Factors; Risks Related to Our Industry.”

Mera Pharmaceuticals' patents and intellectual property include issued patents relating to the MGM and general processes for cultivating microalgae in photobioreactors. The Company intends to continue efforts to expand its technical know-how and believes that intellectual property relative to aquatic organism biotechnology will become much more important, challenging and complex in the future. We intend to develop intellectual property as a means of maintaining an advantage over our competitors.

Government regulation and product testing are strong factors in the markets for the products we are developing and producing. Our products are subject to regulation by the U.S. Food and Drug Administration or similar agencies in foreign countries and may require extensive testing for safety and efficacy before being released for sale.

The Company currently manufactures its products at a five-acre research, development and production facility at the Hawaii Ocean Science and Technology Business Park in Kailua-Kona, Hawaii. The facility is ideally located for our research and development and the commercial production of microalgae. We have access to large volumes of deep ocean water (used for temperature control) in a stable tropical climate with plentiful sunlight, conditions that are well suited to microalgae cultivation. Although Hawaii's distance from many markets increases certain costs of operation, on balance there are few locations, domestic or international, that are as well suited to our cultivation processes.

In addition to the development and production of our own products, the Company is also actively seeking new research collaborations with other enterprises to demonstrate the economic feasibility of producing valuable substances that they have identified in microalgae. Such collaborations will be sought to expand the applications of Mera's technology. We will also explore licensing opportunities for the technology where that makes economic sense.

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RATIONALE FOR MICROALGAE AS A SOURCE OF COMMERCIAL PRODUCTS

Microalgae represent approximately half of all plant species. Many of their characteristics make them attractive for commercial production.

1)

UNTAPPED RESOURCE

·

Fewer than 5,000 out of the estimated total of 30,000 species are believed to have been cultivated in the laboratory

·

Fewer than 1,000 species are believed to have been carefully investigated for new substances

·

Fewer than 10 species have been cultivated at commercial scale

2)

DEMONSTRATED SOURCE OF NEW SUBSTANCES

·

Several hundred new bioactive substances have been discovered in the small number of microalgae that have been researched to date

3)

SOURCE OF VALUABLE SUBSTANCES

·

Many molecules derived from microalgae are already known to be valuable for use as enzymes, pigments, vitamins, nutraceuticals, pharmaceuticals and the like

·

Bioactive compounds extracted from microalgae have substantial potential value as pharmaceuticals

4)

RAPID GROWTH RATE

·

Growth rates for microalgae species range from about 1 to 10 divisions per day

·

Growth rates for these plants are, in general, faster than any other plants

5)

LOW COST OF RAW MATERIALS

·

Water, sunlight, fertilizer and carbon dioxide, the principal raw materials used in cultivation, are plentiful and economical

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THE COMPANY'S MGM TECHNOLOGY

FEATURES OF MGM TECHNOLOGY. The key features of MGM technology are sterility, size (25,000 liters) and enhanced control over virtually all environmental factors affecting growth rates and metabolic activity, such as temperature, pH, nutrient mix and distribution, light, pests and contaminants.

This combination of size and control has been the goal of international research efforts for the past several decades. The MGM has achieved that goal. Although it is among the largest photobioreactors ever operated, the MGM's patented technology allows a far greater degree of control of the growth environment than has been possible in systems previously.

PROCESS CONTROL SYSTEMS - THE KEY TO REPRODUCIBLE PERFORMANCE. In order to take greatest advantage of the MGM technology, we have developed proprietary, computerized process control systems for the MGM that make it possible to conduct the following operations automatically:

·

monitoring of key production variables at intervals more frequent than one minute;

·

data archiving for comprehensive analysis of system

·

performance; automated control of all operations performed more than once a

·

day (both a process control improvement and labor cost saving);

·

immediate alarm system for any system component not operating within parameters; and

·

automated maintenance for hundreds of system components, reducing failures and preventing contamination.

Increasing control over processes has produced several benefits. Product quality and consistency have gone up, the scale at which processes are controllable has increased and the amount of capital and labor required to accomplish a given amount of production has decreased. This combination of effects translates into enhanced efficiency, which translates into lower cost per unit of production and higher margins.

COMPETITIVE PRODUCTION SYSTEMS. We are not aware of any closed system photobioreactor that compares favorably with the MGM.

There are other systems that cultivate microalgae at larger than experimental scale. However, we believe that the advantages of the MGM over these other systems include size, versatility, cost-effectiveness and higher yields. We believe that an important advantage of the MGM over any competing technology is the ability to achieve a high degree of control over all critical environmental factors for microalgae, except those species that proliferate under the most extreme conditions. As a result, it can be used in efficiently cultivating hundreds, even thousands, of microalgal species at commercial scale. We do not believe any other large scale system has such flexibility and versatility, which are important factors in the development of new products from a variety of microalgal species.

PRODUCTS FROM MICROALGAE

(1)

ASTAFACTOR(R)

DESCRIPTION AND PROPERTIES. Astaxanthin is a red-orange, carotenoid pigment. It is closely related to other well-known carotenoids, such as beta-carotene, lutein and zeaxanthin.

All of these molecules are antioxidants, substances shown by research to protect health, but astaxanthin is among the strongest. Some studies indicate that it is ten times more potent than beta-carotene, and more than 500 times more potent than vitamin E - another well known and commonly used antioxidant.

Astaxanthin is one of the main pigments in aquatic animals. It gives the flesh of salmon its characteristic color, for example. Yet, it is far more than a pigment. Astaxanthin has been shown to perform many essential biological functions, including:

·

protecting against the harmful effects of UV light;

·

enhancing the immune response;

·

protecting against the oxidation of essential polyunsaturated fatty acids;

·

stimulating pro-vitamin A activity and vision;

·

improving reproductive capacity; and assisting in communication.

In species like salmon or shrimp, astaxanthin is essential to normal growth and survival and has been attributed vitamin-like properties. Some of these unique properties are also effective in mammals. Studies in human and animal models suggest that astaxanthin may substantially improve human health by virtue of its antioxidant properties, protecting vision, reducing inflammation (recently shown to be a major factor in heart attacks) slowing neurodegenerative diseases and preventing certain cancers.

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THE ASTAFACTOR(R) MARKET. We believe that the market for ASTAFACTOR(R) is likely to expand over the next few years. There is growing evidence in the scientific and medical literature that astaxanthin contributes meaningfully to the general well-being of humans. Although we face competition in this market, we believe that our technology will give us significant cost and quality advantages over our competitors in our effort to capture a significant share of this growing market.

Sales of ASTAFACTOR(R) began in Hawaii in March, 2000. Our experience has shown that effectively promoting retail sales of astaxanthin requires longer format advertising than can be readily used in typical retail advertising. The Company has maintained its focus in the Hawaiian market, which offers revenue potential to help support the cost of broader retail distribution.  

(2)

SALMON ESSENTIALS

During 2004 the Company introduced an extension of its ASTAFACTOR(R) line, Salmon Essentials. This new product offers a unique combination of astaxanthin and Omega-3 fatty acids, the two most important nutritional components available from wild salmon, which is widely recognized as one of nature's most healthful foods. This product offers all of the health benefits associated with ASTAFACTOR(R) and adds to them the significant benefits of including Omega-3 fatty acids in your diet, such as improved cardiac health. Omega-3s also help reduce inflammation, adding to that important benefit of ASTAFACTOR(R).

We began marketing SALMON ESSENTIALS(TM) during 2004, launching the product initially through our Hawaiian retail distribution system. We have also made SALMON ESSENTIALS(TM) available through our web site. The Company is currently contemplating a number of strategies to expand the distribution of what we believe is a product with significant potential.

(3)

PRODUCT LINE EXPANSION

The Company is currently evaluating product line extensions for its ASTAFACTOR(R) products and is also exploring additional microalgae sources for development of nutraceutical products.

We believe that many more nutraceutical products could be developed from microalgae, but they remain unexamined and unexploited because there has been no feasible way to grow them at a large enough scale. The MGM opens a path to this untapped resource by combining effective, reproducible control with commercial scale production.

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DEPENDENCE ON KEY CUSTOMERS

Our business depends on key relationships in Hawaii. Sales to our largest customer, Longs Drugs continues to represent the largest, but decreasing percentage of our product sales. Sales to various domestic distributors have been slowly increasing as has internet sales.

OUR STRATEGIES

Our objective is to sustain Mera Pharmaceuticals' leadership in microalgae cultivation technology and to identify, optimize and directly commercialize high-value microalgae products. We have several strategies to achieve these goals.

1)  INCREASE SALES OF NUTRACEUTICAL PRODUCTS. The Company intends to increase sales of its current products, ASTAFACTOR(R) and SALMON ESSENTIALS(TM), by expanding distribution through a variety of sales channels. It appears that awareness of the benefits of astaxanthin is growing in the marketplace, and once the benefits of our products are more fully understood by the general public, we will re-focus on entering national domestic retail chains with the potential for delivering high sales volumes at attractive margins and efficient distribution.

2)  EXPAND STRATEGIC ALLIANCES. We intend to develop relationships with other companies who have products that will benefit from utilizing our technology under license. We believe that there is significant potential revenue associated with the licensing of our technology to other companies or in performing contract work for them utilizing our facilities or expanded facilities if justified.

MANUFACTURING

Our Kona facility has sufficient capacity to meet our current demand for product. We have also engaged in an optimization effort that will enable us to produce greater amounts of product from the same land area. Still further capacity is available from cycle time reductions that can be achieved with modest capital investment. This ability to expand our production is sufficient to meet our projected needs for the foreseeable future. However, further expansion of the Kona facility is feasible, if demand for our products justifies doing so.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs include salaries, development materials, plant and equipment depreciation and costs associated with operating our five-acre research and development/production facility. During the last fiscal year, the Company has spent $299,696 versus $201,336 in the previous year on research and development activities.

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MARKETING AND SALES

The Company's marketing strategy for its nutraceutical products may vary depending on the specific product being sold and its target market, but that strategy is generally built on two fundamental tenets:

1.  CREATE ALLIANCES WITH EFFICIENT, HIGH-QUALITY DISTRIBUTORS IN KEY U.S. REGIONAL AND INTERNATIONAL MARKETS AND SUPPORT THOSE DISTRIBUTORS WITH EFFECTIVE ADVERTISING AND PROMOTION TO THE CONSUMER. The Company currently markets ASTAFACTOR(R) AND SALMON ESSENTIALS(TM) to mass retail outlets in Hawaii through distribution arrangements with established companies. We are also expanding our efforts to distribute outside of Hawaii.

2.  SELL ASTAFACTOR(R) AND SALMONESSENTIALS(TM) DIRECTLY TO THE CONSUMER. This approach allows us to reach consumers throughout the domestic market at the most attractive margins, since it eliminates distributor and retailer profits. Web-based and specialty media promotion are also used to reinforce our marketing efforts and product visibility to all consumers. We are building a customer data base that will enhance our ability to reach regular customers with new products as they are developed and come to market.

COMPETITION

The Company believes that its proprietary technology and process control systems and software give it a significant advantage relative to its competitors. However, there are a number of companies that are engaged in efforts to develop microalgae-based products that compete with ours, either directly or indirectly.

We believe that original MGM technology was the first closed-system, process-controlled photobioreactor to be operated at commercial scales larger than 2,750 gallons (10,000 liters). We can now operate at a scale more than twice that (25,000 liters). We are aware of only three other companies in the world - Biotechna of Australia, Algatechnologies of Israel and AstaReal of Hawaii - that claim to possess proprietary photobioreactor technology.

COMPETITORS FOR ASTAFACTOR.(R) There are various other producers of astaxanthin that compete with ASTAFACTOR(R), our nutraceutical astaxanthin product. Competition also comes from non-producers who acquire raw materials from the producers for distribution in the nutraceuticals market.

Potential competitors include producers of the synthetic material as well. However, to our knowledge neither BASF, a large German chemical company, nor Hoffman-LaRoche, a large Swiss pharmaceutical company, both large global producers of synthetic astaxanthin, has indicated an interest in this market.

Furthermore, we believe that consumers of nutraceuticals prefer products from natural sources to those from synthetic sources. We are aware of other companies that are interested in or are actually marketing nutraceutical astaxanthin which use a fermentation process. We believe our production process has cost or quality advantages or both over those other companies.

PATENTS, LICENSES AND PROPRIETARY TECHNOLOGY

We rely upon a combination of patents, copyrights, trade secrets, know-how, continuing technological innovation and licensing opportunities to develop and maintain our competitive position. Our future prospects depend in part on our ability to obtain patent protection for our products and processes. We need to preserve our copyrights, trademarks and trade secrets. We also need to operate without infringing the proprietary rights of third parties.

PATENTS. We have been awarded or have filed applications for patents relating to various processes, including, but not limited to, the process and apparatus for the production of photosynthetic microbes and the method of control of microorganism growth processes. These patents are active in the United States and potentially other countries. The original duration of these patents varied from fifteen to twenty years from the date of filing or issuance, and the Company's current patents will be active for five to nine years, provided the maintenance fees associated with such patents are timely paid. The Company reassesses the value of each patent it holds at the time maintenance fees are due, and in cases where maintaining a patent is judged to be of no significant strategic value, we do not renew the patent.

Other companies may have filed and in the future are likely to file patent applications that are similar or identical to ours. To determine the priority of inventions, we may have to participate in interference proceedings declared by the United States Patent and Trademark Office. Such proceedings could result in substantial costs to us. We cannot ensure that any such third-party patent application will not have priority over ours. Additionally, the laws of certain foreign countries may not protect our patent and other intellectual property rights to the same extent as the laws of the United States.

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Our future prospects also depend in part on our neither infringing on patents or proprietary rights of third parties nor breaching any licenses that may relate to our technologies and products. We cannot guarantee that we will not infringe on the patents, licenses or other proprietary rights of third parties. We have not conducted an exhaustive patent search, and we cannot ensure that patents do not exist or could not be filed that would have a material adverse effect on our ability to develop and market our products. There are many United States and foreign patents and patent applications in our area of interest.

We attempt to control the disclosure and use of our proprietary technology, know-how and trade secrets under agreements with the parties involved. However, we cannot ensure that others will honor all confidentiality agreements. We cannot prevent others from independently developing similar or superior technology, nor can we prevent disputes that could arise concerning the ownership of intellectual property.

TRADEMARKS AND SERVICE MARKS. The following trademarks and service marks have been registered or are claimed marks that the Company has not registered but as to which it believes it has established a common law right of use and as to which it has no information to the contrary. The registered trademark on ASTAFACTOR(R) is valid through March 2012, and the following other claimed marks that the Company believes it has established a common law right of use are valid for the standard period of duration, as provided in applicable common law:

SALMONESSENTIALS(TM)

AQUAXAN(R)

MERA PHARMACEUTICALS(TM)

MERA GROWTH MODULE(TM) (MGM)

MERA PROCESS CONTROL SYSTEM(TM) (MPCS)

MERA REMOTE DATA WEB ACCESS(TM) (RDWA)

DRUGS FROM THE SEA(TM)

KONA SEA SALT(TM)

GOVERNMENT REGULATION AND PRODUCT TESTING

Our current and potential products and our manufacturing and research activities are or may become subject to varying degrees of regulation by many government authorities in the United States and other countries. Such regulatory authorities could include the State of Hawaii Department of Health or Agriculture Department, the FDA, and comparable authorities in foreign countries. Each existing or potential microalgae product intended for human use that we develop or market, either directly or through licensees or strategic partners, may present unique regulatory problems and risks. Relevant regulations depend on product type, use and method of manufacture. The FDA regulates, in varying degrees and in different ways, dietary supplements, other food products, medical devices and pharmaceutical products. Regulations govern manufacture, testing, exporting, labeling and advertising.

 Any products we develop for use in human nutrition, or cosmetics could require that we develop and adhere to Good Manufacturing Practices ("GMP"), as suggested by the FDA, European standards and any other applicable standards mandated by federal, state, local or foreign laws, regulations and policies. Our current cultivation and processing facilities and procedures are not yet required to comply with GMP or ISO standards, although our contract extraction and encapsulation facilities must meet GMP standards, and they do. We believe we are prepared to meet these requirements more broadly when necessary.

The Company currently distributes ASTAFACTOR(R) AND SALMON ESSENTIALS(TM) in the United States, and in certain foreign countries. We also hope to expand our distribution internationally. Regulatory approval requirements vary by country. We believe the approval process for ASTAFACTOR(R) in most countries will come under their "natural" status and that it will be approved relatively quickly; however, we can provide no assurances in this regard.

EMPLOYEES. As of October 31, 2008, the Company had six (6) full-time employees and various part time help as needed. We consider relations with our employees to be good. None of our employees is covered by a collective bargaining agreement.

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ITEM 2.

DESCRIPTION OF PROPERTIES.

Our research, development and production facilities are located in the Hawaii Ocean Science and Technology (HOST) Business Park in Kailua-Kona, Hawaii. Our facility currently consists of approximately five acres containing a number of MGMs, finishing ponds, a processing facility, several laboratories, administrative offices and additional space for production and research and development. All our products are currently produced at this facility. We have recently completed negotiations to acquire additional acreage adjacent to our facility, which will enable us to increase our production capacity as demand for our products and services increases.

We currently occupy this facility on a long term lease basis of 30 years with rents increases renegotiated every five (5) years.

ITEM 3.

LEGAL PROCEEDINGS.

The Company is not currently a party to any pending legal proceedings, nor is any of its property the subject of a pending legal proceeding.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to matters to a vote of security holders during the fourth quarter of our 2008 fiscal year.

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PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded in the over-the-counter market on the NASD Pink Sheets. Symbol: "MRPI"). The following table shows the last sale price of the Company’s stock sale as of October 31, 2008. as reported by financial reporting services. This quotation is believed to represent inter-dealer quotations without adjustment for retail mark-up, mark-down or commissions, and may not represent actual transactions.

PERIOD	CLOSING PRICE
FISCAL 2008	$     0.003125

As of October 31, 2008, we had approximately 1672 record holders of our 547,769,915 outstanding shares of common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

In November 2004 the Board of Directors rescinded the previously adopted 2003 Stock Option Plan and adopted in its place the 2004 Stock Option Plan. That plan authorizes the issuance of options to purchase up to 60,000,000 shares of the Company's common stock. The Board of Directors granted options to purchase approximately, 48,000,000 shares of stock, with vesting credit having been given for past service to the company dating back to the effective date of our reorganization. As of October 31, 2008, 12,430,000 of the options had vested.

DIVIDEND POLICY

We have never paid cash dividends on our capital stock. We currently intend to retain all available funds to operate and expand our business. We do not anticipate paying any cash dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

In March 2005 the Company issued a total of 700,000 shares of common stock to consultants in compensation for their services. These issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March 2005 the Company issued 2,614,370 shares of its common stock to Aquasearch Investment Partners, a general partnership, in exchange for cancellation of a debt in the amount of $26,143.70 owed to it under a factoring agreement previously entered into, or an effective price of $0.01 per share. Gregory F. Kowal, the chairman of the Company's board of directors, is a general partner of Aquasearch Investment Partners. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March 2005 the Company issued 400,000 shares of stock to Anthony E. Applebaum, the Company's principal accounting and financial officer, in exchange for his forgiveness of the amount of $4,000 owed to him for services rendered, or an effective per share price of $0.01. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March 2005 the Company issued 87,298, 1,354,028 and 1,582,771 to Gregory F. Kowal, Daniel P. Beharry and Kenneth Crowder, respectively, in exchange for their forgiveness of debts in the amount of $872.98, $13,540.28 and $15,827.71 owed to them by the Company for expenses incurred by them on the Company's behalf. The effective per share price of these issuances was $0.01 per share. Messrs. Kowal, Beharry and Crowder are all members of Mera's board of directors. These issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March 2005 the Company issued 10,000,000 shares of its common stock to an investor in exchange for investment of $100,000, a per share price of $0.01per share. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March and April 2005 the Company issued 6,810,770 shares to a director in exchange for total investment of $68,107.70, a per share price of $0.01. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In September and October 2005, the Company issued promissory notes to a director of the Company in the amount of $10,000 in exchange for loans totaling that amount made by the director to the Company for use as working capital.

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In September and October 2005, the Company issued promissory notes to a director of the Company in the amount of $25,400 in exchange for loans totaling that amount made by the director to the Company for use as working capital.

In December 2005 the Company issued 11,538,462 shares of common stock to investors in exchange for total investment of $150,000, a per share price of $0.013. This issuance was exempt from registration under the securities act of 1933, as amended, pursuant to Section 4(2)

In August 2008 the Company issued 5,000,000 shares of its common stock to an investor in exchange for investment of $25,000, at a per share price of $0.005 per share. This issuance was exempt from registration under the Securities Act of 1933, as amended pursuant to Section 4(2).

In September 2008 the Company issued 30,000,000 shares of common stock to a director of the Company in exchange for investment of $150,000 at a per share price of $0.005 per share. This issuance was exempt from registration under the Securities Act of 1933, as amended pursuant to Section 4(2).

In October 2008, the Company issued 2,400,000 shares to a director in exchange for his forgiveness of debt in the amount of a debt in the amount of $12,000.00 for past services rendered on the Company’s behalf. The effective price of the share issuance was $0.005 per share. These issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

Since inception, our primary operating activities have consisted of basic research and development and production process development, recruiting personnel, purchasing operating assets and raising capital. From September 16, 2002, the effective date of our reorganization, through October 31, 2008, we had an accumulated deficit of $7,918,981. Our losses to date have resulted primarily from costs incurred in research and development and from general and administrative expenses associated with operations. We expect to continue to incur smaller operating losses for the 2009 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 and expanding our product offering while increasing our efforts to expand sales and improving our production efficiencies and minimizing our overhead. However, our best efforts cannot guarantee that we will overcome these risks in a timely manner, if at all.

CRITICAL ACCOUNTING POLICIES

This discussion and analysis of the Company's financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt securities purchased with original or remaining maturities of three months or less to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost or market. The Company determines cost on a first-in, first-out basis. On an ongoing basis, the company tests its inventory for obsolescence.

REVENUE RECOGNITION

Product revenue is recognized upon shipment to customers. Contract services revenue is recognized as services are performed on a cost reimbursement basis.

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PLANT AND EQUIPMENT

Plant and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the assets.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" which supersedes both SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and the accounting and reporting provisions of Accounting

Practice Bulletin ("APB") Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business (as previously defined in that opinion).

This statement establishes the accounting model for long-lived assets to be disposed of by sale and applies to all long-lived assets, including discontinued operations. This statement requires those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. The Company adopted SFAS No. 144 in the fiscal year ending October 31, 2002.

SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with SFAS No. 121. The Company adopted SFAS No. 144 in its evaluation of the fair value of certain assets in connection with the adoption of fresh-start accounting.

STOCK ISSUED FOR SERVICES

The value of stock issued for services is based on management's estimate of the fair value of the Company's stock at the date of issue or the fair value of the services received, whichever is more reliably measurable.

RESEARCH AND DEVELOPMENT

Research and Development costs are expensed as incurred.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 "Accounting for Income Taxes". SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Since its inception, the Company has incurred net operating losses. Accordingly, no provision has been made for income taxes.

FRESH START ACCOUNTING

On September 16, 2002, the Company adopted "fresh start" accounting as a result of the completion of bankruptcy proceedings. Accordingly, all assets and liabilities were restated to reflect their respective fair values as of that date.

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company accounts for intangible assets in accordance with SFAS 142. Generally, intangible assets with indefinite lives, and goodwill, are no longer amortized; they are carried at lower of cost or market and subject to annual impairment evaluation, or interim impairment evaluation if an interim triggering event occurs, using a new fair market value method. Intangible assets with finite lives are amortized over those lives, with no stipulated maximum, and an impairment test is performed only when a triggering event occurs. Such assets are amortized on a straight-line basis over the estimated useful life of the asset. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the fair value is less than the carrying amount of the asset, an impairment loss is then recognized.

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments, including cash, accounts receivable, notes receivable, accounts payable and notes payable are deemed to approximate fair value due to their short-term nature.

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RESULTS OF OPERATIONS

The following discussion and analysis provides information that the Company's management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with the financial statements and footnotes, which appear elsewhere in this prospectus.

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2008 COMPARED TO THE FISCAL YEAR ENDED OCTOBER 31, 2007

REVENUES. During the years ended October 31, 2008 and 2007, product and technical services revenue totaled $609,984 and $470,379 respectively, resulting in an increase of 29.7%. During fiscal 2008, this revenue was generated principally through direct sales and a technical service contract. A small portion of sales were attributed to international distribution of our products and some sales of raw materials.

EXPENSES. Overall operating expenses were $642,294 in 2008 compared with $539,350 in fiscal 2007, an increase of 19.13%. This increase resulted principally from continuing efforts to control costs and expand research and development at the same time as revenue increases warrant.

COST OF PRODUCTS SOLD. Cost of products sold include manufacturing and production costs associated with ASTAFACTOR(R) and SALMON ESSENTIALS, as well as the cost of sales of raw materials and certain other products. Expenses decreased in the categories of cost of products sold, due principally to better inventory management and product mix. Cost of product sold in 2008 was $40,805 versus$59,050 in 2007, a decline of 30.9%.

RESEARCH AND DEVELOPMENT COSTS. Research and development costs include salaries, research supplies and materials and other expenses related to product development, exclusive of those costs for which the company is reimbursed. Research and development costs for the year ended October 31, 2008 were $299,696 as compared to $201,336 for fiscal 2007. This represents a 48.9% increase due to a technical service agreement that the company was engaged in during most of fiscal year 2008 and research and development costs associated with new product development.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses consist principally of salaries, fees for professional services and promotional and marketing expenses related to our various product lines. General and administrative expenses for the fiscal year 2008 were $342,598 versus $328,014 in 2007, an increase of 4.4%. This increase was due to the company's continuing efforts to control overhead costs by hiring part time workers as needed to work on various projects as needed.

INTEREST EXPENSE. For the years ended October 31, 2008 and 2007, interest expense was $10.140 and $8,472 respectively. The amount of interest expense incurred in any particular period varies with the amount of debt outstanding and the rate of interest payable on that debt. The total amount of debt increased in 2008 due to increased short term borrowing. It is expected that interest expenses will be lower in 2009 as the Company’s cash position has improved somewhat.

PROVISION FOR EXCESS AND OBSOLETE INVENTORY. There were no changes to the provisions during the fiscal year ended October 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations until now through public and private sales of debt and equity securities and debt instruments, together with revenues from product sales, contract work and royalties. During the years ended October 31, 2008 and 2007, we raised approximately $175,000 and $60,000 respectively, of net proceeds from the sale of shares of common stock and/or the issuance of debt in private placement transactions.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, IN ADDITION TO ALL

OTHER INFORMATION INCLUDED IN THIS REPORT, BEFORE YOU DECIDE TO INVEST IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCURS, OUR BUSINESS, FINANCIAL

CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THE FOLLOWING RISKS OR OTHERS NOT YET IDENTIFIED BY MANAGEMENT, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

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RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED SUBSTANTIAL OPERATING LOSSES AND EXPECT TO INCUR FUTURE LOSSES. OUR FUTURE FINANCIAL RESULTS ARE UNCERTAIN, AND WE MAY NEVER BECOME A PROFITABLE COMPANY.

From September 16, 2002 (the date that we completed our reorganization proceedings and adopted "fresh-start accounting") through October 31, 2008 we had an accumulated deficit of $7,918,981. Our losses to date are primarily due to the costs of research and development, and the general and administrative costs associated with our operations. We expect to continue to incur smaller operating losses through at least fiscal year 2009. We expect to have quarter-to-quarter and year-to-year fluctuations in revenues and expenses. As a result, our losses may increase in the future, even if we achieve our revenue goals, and some of those losses could be significant.

Should we achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis. Many factors could affect our ability to achieve and maintain profitability, including:

·

our ability to complete successfully the commercialization and production cost optimization of our products;

·

our ability to manage production costs and yield issues associated with increased production of our products;

·

the progress of our research and development programs for developing other microalgal products;

·

the time and costs associated with obtaining regulatory approvals for our products;

·

our ability to protect our proprietary rights, or the expense of doing so;

·

the costs of filing, maintaining, protecting and enforcing our patents;

·

competing technological and market developments;

·

changes in our pricing policies or the pricing policies of our competitors;

·

the costs of commercializing and marketing our existing and potential products; and

·

the inability to achieve a level of sales of our products necessary to generate sufficient revenues to cover research, development and operating costs.

If our revenues grow more slowly than we anticipate or if our operating expenses exceed our expectations and cannot be reduced, our losses could continue beyond our present expectations, and we may never become a profitable company.

WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL OR GENERATE THE CAPITAL NECESSARY

TO SUPPORT OUR PLANNED LEVEL OF RESEARCH AND DEVELOPMENT ACTIVITIES AND TO

MANUFACTURE AND MARKET OUR PRODUCTS.

We will require expenditures to support our research and development activities and to manufacture and market our products. Over the next twelve months, we project expenditures of approximately $300,000 in operating capital, not including any capital expenditures that may be necessary or desirable. Many factors will determine our future capital requirements, including:

·

market acceptance of our products;

·

our ability to manufacture our products cost-effectively in quantities needed to sustain growing sales of our ASTAFACTOR(R) line of products;

·

the extent and progress of our research and development programs;

·

the time and costs of obtaining regulatory clearances for some of our products;

·

the costs of filing, maintaining, protecting and enforcing patent claims;

·

the need to address competing technological and market developments;

·

the cost of developing and/or operating production facilities for our existing and potential products; and

·

the costs of commercializing our products.

Revenue from product sales and other sources pay some of our operating costs, but to date that revenue has not been sufficient to cover our operating costs fully. We are seeking investment from various sources to help sustain our operations until we can increase revenues to the point that they can sustain our operations indefinitely. However, additional financing may not be available on favorable terms, if at all. If we do not have adequate funds, we may have to curtail operations significantly. In addition, we may have to enter into unfavorable agreements that could force us to relinquish certain technology or product rights, including patent and other intellectual property rights. If we cannot raise enough capital, then we may have to curtail production, limit our product development activities, reduce marketing activities or delay other plans intended to increase revenue and help us achieve profitability.

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IF WE CANNOT OVERCOME THE CHALLENGES OF PRODUCING MICROALGAE ON A COMMERCIAL SCALE, WE MAY NOT ACHIEVE ECONOMIC PRODUCTION COSTS.

To be successful, we must produce products at acceptable costs while ensuring that the quantity and quality of our products comply with contractual and regulatory requirements and regulations. Many factors complicate the production of microalgal products, and they could limit production at any time. These include:

·

microbial contamination;

·

variability in production cycle times due to technical, environmental and biological factors; and

·

losses of final product due to inefficient processing.

We currently have sufficient inventory to meet the foreseeable requirements of our existing customers. However, we are engaged in efforts to increase sales in order to achieve profitability, potentially beyond the capacity of our existing facility to produce. We have prepared to meet that increased demand, should it occur, by acquiring additional space at our Kona, Hawaii facility.

IF THE DEMAND FOR NATURAL ASTAXANTHIN OR OUR OTHER PRODUCTS EXCEEEDS OUR CURRENT PRODUCTION CAPABILITIES, AND IF WE ARE UNABLE TO EXPAND OUR PRODUCTION CAPACITY IN A TIMELY MANNER, WE MAY EXPERIENCE SIGNIFICANT FINANCIAL, TECHNICAL AND COMMERCIAL CHALLENGES.

The capacity of our existing production facility in Hawaii is sufficient to meet current demand for our products. However, demand for our natural astaxanthin and other products may eventually exceed the current capacity of our Hawaiian production facility. To address this capacity question, we have initiated efforts to increase our production efficiency and to prepare for expansion of our Hawaiian facility, if needed. However, our efforts are focused on generating a level of sales that would make it difficult to meet our total demand from our Hawaiian facility, especially if we develop additional products. We believe that our inventory plus our existing production capacity is sufficient to meet demand for the foreseeable future. In the event that sales increase to a level that we cannot meet with our existing capacity, we have planned for the expansion of our Hawaiian facility. If we are unable to expand our current production facility, we may be unable to meet demand for product and could lose the opportunity to increase our revenues. We could also lose customers, both current and potential, who may not do business with us absent an assurance of the ability to deliver product in sufficient quantities.

OUR CUSTOMER BASE IS CONCENTRATED AMONG RELATIVELY FEW CUSTOMERS, AND THE LOSS OF ANY OF THESE CUSTOMERS WOULD MATERIALLY ADVERSELY AFFECT OUR REVENUES.

Our business currently depends on key distribution relationships in Hawaii. These customers currently purchase approximately 30% of the natural astaxanthin products we sell, with the remainder being sold to smaller retail accounts, directly to consumers or internationally. If we lose one or more of these customers, or if they do not continue buying our products at the current and anticipated purchase levels, then our revenues could decrease. In addition, the loss of one or more of these customers may adversely affect our reputation, and we could have difficulty attracting new customers as a result.

IF WE FAIL TO ATTRACT AND RETAIN KEY PERSONNEL WE WILL BE UNABLE TO EXECUTE OUR BUSINESS PLAN, AND OUR BUSINESS WILL SUFFER.

Our success depends on the continued efforts of the principal members of our management team. The Company presently has the key members of that team that it needs to retain to execute its plans fully. Success in doing so cannot be assured.

OUR BUSINESS WILL NOT OPERATE EFFICIENTLY AND OUR RESULTS OF OPERATIONS WILL BE NEGATIVELY AFFECTED IF WE ARE UNABLE TO MANAGE OUR GROWTH EFFECTIVELY.

Until 2002 we focused almost exclusively on product research and technology development. As we moved toward commercial production of microalgal products we had to initiate or expand many activities, including outsourcing, customer relations, engineering, construction, recruiting and training. During this transition, the size of our organization increased rapidly. During the Company's reorganization, the size of our organization decreased again. We expanded our employee base nominally during fiscal year 2008 and expect to rationally expand during fiscal year 2009 in both sales staff and production assuming revenues continue to expand with increased demand for our products. If revenues do not increase, we may not have the financial resources needed to sustain operations.

We expect demands on our financial and management control systems to increase this year. If we fail to upgrade our financial and management control systems, or if we encounter difficulties during upgrades of these systems, then we may not be able to manage our human and financial resources effectively. Such ineffectiveness could make it difficult to retain or attract employees and could directly or indirectly create unnecessary expenses or lead to incorrect decisions by management.

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AS WE EXPAND OUR PRODUCT LINE AND ATTEMPT TO PENETRATE ADDITIONAL MARKETS, WE MAY FACE SIGNIFICANT CHALLENGES TO SUCCESS.

We are exploring expanding our nutraceuticals product line. The success of our nutraceuticals product line will depend on our ability to implement our marketing strategy and comply with the standards of Good Manufacturing Practice, or GMP, as and when applicable. We believe the prospects for nutraceutical products will depend, in the short term, on product quality and education of consumers regarding its benefits. Our ability to penetrate new markets for our natural astaxanthin products will, we believe, depend strongly on regulatory approval in several major markets within and outside the United States. We expect the success of our products to depend primarily on our ability to develop and market these new products.

We cannot assure successful development of any potential products, nor can we guarantee market acceptance of any of our products, existing or future. We have limited marketing experience in nutraceutical markets. We have six years of experience in electronic marketing and direct retail sales. We cannot assure you that we or our consultants or contractors will be successful in our marketing efforts, nor can we prevent them from competing with us or assisting our competitors. If we are unable to develop or commercialize any of our product lines successfully, then our revenues will fail to grow.

OUR PRODUCTS AND PRODUCTION ACTIVITIES ARE SUBJECT TO GOVERNMENT REGULATION AND ACTION, WHICH ARE SUBJECT TO CHANGE.

We are affected by changes in or the imposition of governmental regulations and actions, including: (i) new laws, regulations and judicial decisions related to the production, marketing and sale of nutraceutical products, (ii) changes in the United States Food and Drug Administration and foreign regulatory approval processes that may delay or prevent the approval of new products and result in lost market opportunity, (iii) new laws, regulations and judicial decisions affecting pricing or marketing of our products and (iv) changes in the tax laws relating to Mera Pharmaceuticals' operations.

WE MAY BE UNABLE TO PROTECT OR ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS

ADEQUATELY, AND OUR EFFORTS TO DO SO COULD BE TIME CONSUMING AND EXPENSIVE AND COULD DIVERT MANAGEMENT ATTENTION FROM EXECUTING OUR BUSINESS STRATEGY.

We regard the protection of our patents, copyrights, trade secrets and know-how (collectively intellectual property) as critical to our success. We rely on a combination of patent, copyright and trade secret laws and contractual restrictions to protect our intellectual property and maintain our competitive position. Our future prospects depend in part on our ability to protect our intellectual property while operating without infringing the intellectual property rights of third parties.

We may be unable to develop any additional patentable technologies. We cannot be certain that any patents issued to us or available to us through a license arrangement will establish the means to produce or provide us with any competitive advantage for any product or products. Third parties could challenge our patents or could obtain patents that have a material adverse effect on our ability to do business efficiently and effectively.

The patent positions of nutraceutical, pharmaceutical, biopharmaceutical and biotechnology companies, including ours, are generally uncertain and involve complex legal and factual questions. Patent law continues to evolve in the scope of claims in the technology area in which we operate. Therefore, the degree of future protection for our proprietary rights is uncertain. We cannot guarantee that others will not independently develop similar or alternative technologies. Other parties may duplicate our technologies, or, if patents are issued to us, they may design around those patented technologies. Other parties may have filed or could file patent applications that are similar or identical to some of ours. These patent applications could have priority over ours. To determine the priority of inventions, we may have to participate in interference proceedings declared by the United States Patent and Trademark Office, which could be very costly. In addition, the law s of some foreign countries may not protect our patents and other intellectual property rights to the same extent as the laws of the United States.

We could incur substantial costs in litigation if we need to defend ourselves against patent infringement claims brought by third parties, or if we choose to initiate claims against others. We have in the past, and we may in the future, be required to dedicate significant management time and financial resources to prosecute or defend infringement actions. In addition, a finding of non-infringement or declaration of invalidity of our patents could reduce or eliminate the exclusivity of our proprietary technology. Present and potential collaborators may terminate or decide not to enter into relationships with us if our intellectual property position is weakened. In addition, a finding of non-infringement or declaration of invalidity of our patents could reduce our ability to obtain future financing.

There could be significant litigation in our industry regarding patent and other intellectual property rights. For example, third parties may bring infringement or other claims against us for using intellectual property that we internally developed or license from third parties. In addition, although nondisclosure agreements generally control the disclosure and use of our proprietary technology, know-how and trade secrets, we cannot guarantee that all confidentiality agreements will be honored or that our proprietary technology, know-how and trade secrets will not be disseminated, or that any party responsible for doing so will be able to compensate us adequately for such loss.

16

We may not prevail in the prosecution or defense of any action, nor can we predict whether third parties will license necessary intellectual property rights to us on commercially acceptable terms, if at all. Any of these outcomes could be very costly and could diminish our ability to develop and commercialize future products.

OUR PRODUCTION CAPABILITY IS HIGHLY DEPENDENT ON ENVIRONMENTAL AND CLIMATIC FACTORS BEYOND OUR CONTROL.

All of our current production capacity is located at a single facility in Kona, Hawaii. We currently have an ample inventory to meet our foreseeable demand, but any future event that causes a long-term disruption in production at our facility could significantly impair our ability to meet customer demand. These events could include fires, volcanic eruptions, earthquakes, tidal waves, hurricanes or other natural disasters. In addition, consistent sunlight, high ambient temperatures and an ample supply of fresh water are necessary for microalgal growth. If we experience any significant or unusual change in climate, or should our water supplies be threatened by microbial contamination we cannot control, there could be an adverse impact on our production. If we cease production for any significant period, the success of our business would be threatened from a resulting loss of customers, revenues and valuable employees.

CURRENCY FLUCTUATIONS AND DIFFERENT STANDARDS, REGULATIONS AND LAWS RELATING TO INTERNATIONAL OPERATIONS MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

We expect to sell our products on a global scale due to projected international market demand. International business is generally more difficult than domestic business and can create additional costs and delays not associated with business conducted solely within the United States. Factors related to doing business internationally that could impact us include: foreign government controls and regulations, economic conditions, currency fluctuations, duties and taxes, political and economic instability or unrest, imposition of or increases in tariffs, disruptions or delays in shipments and other trade restrictions. These factors, among others, can all lead to interference with or increased costs of operation and the ability to sell products in international markets. If any such factors were to render the conduct of business in a particular country undesirable or impracticable, there could be a material adverse effect on our business, our financial condition and the results of operations. There can be no assurance that our products or marketing efforts will be successful in foreign markets.

In addition, fluctuations in currency exchange rates could make our products more expensive in some countries, resulting in the loss of customers in those markets.

WE MAY BE SUBJECT TO PRODUCT LIABILITY LAWSUITS, AND OUR INSURANCE MAY BE INADEQUATE TO COVER DAMAGES.

Clinical trials or marketing of any of our current or potential products may expose us to liability claims arising from the use of these products. Even the most thorough of clinical trials could fail to detect a significant side effect associated with long-term use of a product, and it is possible that liabilities will arise even after our products receive any required regulatory approvals. Even if such claims are not well-founded, defending them will be very costly and consume substantial management attention and energy. We cannot ensure that our current product liability insurance, together with indemnification rights under our existing or future licenses and collaborative arrangements, will be adequate to protect us against any claims and resulting liabilities. As we expand our business, we may be unable to obtain additional insurance on commercially reasonable terms. We could suffer harm to our financial condition and our reputation if a product liability claim or recall exceeds the limits of our insurance coverage.

BECAUSE OUR PRINCIPAL STOCKHOLDERS HAVE SIGNIFICANT CONTROL OF OUR MANAGEMENT AND AFFAIRS, THESE STOCKHOLDERS MAY BE ABLE TO CONTROL US AND ALSO PREVENT POTENTIALLY BENEFICIAL ACQUISITIONS OF OUR COMPANY BY OTHERS.

As of October 31, 2008, our current directors and executive officers and family and related entities, as a group, beneficially owned approximately 100,100,000 of the approximately 548,000,000 shares of our common stock outstanding as of October 31, 2008. As a result, our officers and directors may be able to exert considerable influence over the actions of the Board of Directors and matters requiring approval of our stockholders. This concentration of ownership could delay or prevent a change in control and may adversely affect the ability of other stockholders to adopt a position in opposition to these directors and officers. Our principal stockholders may have interests that differ from our other stockholders, particularly in the context of potentially beneficial acquisitions of our Company by others, and they may legitimately vote as stockholders in a manner that protects their interests.

17

RISKS RELATED TO OUR INDUSTRY

IF WE FAIL TO COMPETE EFFECTIVELY AGAINST LARGER, MORE ESTABLISHED COMPANIES

WITH GREATER RESOURCES, OUR BUSINESS WOULD SUFFER.

Competition in the nutraceutical market is intense. Factors affecting competition include financial resources, research and development capabilities and manufacturing and marketing experience and resources.

Our nutraceutical astaxanthin product will compete directly with the products of several companies that sell a similar nutraceutical product. At least three companies that we are aware of have a product like ours. We expect that our nutraceutical astaxanthin product will compete on the basis of product quality, price, efficiencies derived from our intellectual property and an effective marketing strategy. However, if our competitors develop a proprietary position that inhibits our ability to compete, or if our marketing strategy is not successful, then our revenues may not increase.

There are various companies using microalgae cultivation technology processes that compete with our processes. We are aware of two U.S. companies, Martek of Maryland and Omega-Tech of Colorado, that produce commercial quantities of microalgae using modified fermentation processes. We are also aware of one company, Cell Tech of Oregon, which harvests microalgae from natural environmental sources. There are three other companies in the world - Biotechna of Australia, AlgaTechnologies of Israel and AstaReal of Hawaii - that claim to possess proprietary photobioreactor technology and use it for commercial purposes. While there are many other photobioreactors in operation besides those, to our knowledge, they are all operated by universities or research institutes and are not used for commercial purposes. It is possible that competing photobioreactor technologies that could adversely affect our perceived technical and competitive advantages already exist or may eme rge in the future.

We also anticipate that the competition to develop microalgal-based products other than natural astaxanthin will increase. We expect competitors to include major pharmaceutical, food processing, chemical and specialized biotechnology companies. Many of these companies will have financial, technical and marketing resources significantly greater than ours. There are also other emerging marine biotechnology companies that could form collaborations with large established companies to support research, development and commercialization of products that may compete with our current and future products. Also, academic institutions, governmental agencies and other public and private research organizations are conducting research activities and seeking patent protection for microalgal products and may commercialize products that compete with ours on their own or through joint ventures. In addition, there may be technologies we are unaware of, or technologies that may b e developed in the future, that could adversely affect our perceived technical and competitive advantage.

INCREASED COMPETITION MAY SIGNIFICANTLY REDUCE THE MARKET PRICE OF NATURAL ASTAXANTHIN.

Astaxanthin can be produced either naturally from Haematococcus pluvialis, as we do, from yeast by fermentation, as Igene Biotechnology, Inc. does, or through synthesis of chemical compounds. We are not aware that synthetic astaxanthin is approved for direct human consumption in any jurisdiction, although the FDA approved the Hoffman-LaRoche, Ltd. synthetic astaxanthin product as a food additive in fish feed in 1995. The Igene yeast-based product is also not approved for regular human consumption. We believe that the cost of producing synthetic astaxanthin is significantly lower than that for natural astaxanthin. We are not able to determine how production costs for the yeast-based product compares with ours. If we succeed in commercializing natural astaxanthin to the extent we project, producers of yeast-based and synthetic astaxanthin may increase their efforts to obtain approval of their product for human consumption. Studies have shown that natural astaxan thin is more effective than synthetic astaxanthin when used with various fish and shellfish populations. However, we have not determined that to be the case in human applications. The introduction of yeast-based or synthetic astaxanthin into the human nutraceutical marketplace could adversely affect the price at which we sell our product and the market share that we can obtain. While we believe that there are substantial hurdles to the approval of yeast-based and synthetic astaxanthin for human consumption in the U.S. and other major markets, we cannot be certain that such approval will not occur. A single producer, Hoffman-LaRoche, Inc., currently dominates the synthetic astaxanthin market. Hoffman-LaRoche has maintained the market price of its synthetic astaxanthin, which is derived from petrochemicals, at approximately $1,800 - $2,500 per kilogram. That is below the price at which we would be able to sell astaxanthin in comparable form.

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IF WE ARE UNABLE TO COMPLY WITH GOVERNMENT REGULATION OF OUR PRODUCTS AND

PRODUCTION ACTIVITIES, WE MAY BE FORCED TO DISCONTINUE PRODUCTION OF CURRENT OR FUTURE PRODUCTS.

We are subject to federal, state, local and foreign laws and regulations governing our products and production activities. This makes us vulnerable to: (i) the imposition of new laws, regulations and judicial decisions related to pharmaceutical and nutraceutical products, (ii) changes in the United States Food and Drug Administration and foreign regulatory approval processes that may delay or prevent the approval of new products and result in lost market opportunity, (iii) delays in the receipt of or the inability to obtain required approvals, (iv) new laws, regulations and judicial decisions affecting pricing or marketing of pharmaceutical and nutraceutical products, (v) the suspension or revocation of the authority necessary for manufacture, marketing or sale of our products, (vi) the imposition of additional or different regulatory requirements, such as those affecting labeling, (vii) seizure or recall of products, and (viii) the failure to obtain, the impo sition of limitations on the use of, or the loss of patent and other intellectual property rights. While we do not consider our products to be "herbal" supplements (i.e., products that are made from drying and grinding entire plant parts), increased regulatory scrutiny of herbal products as the result of health issues (e.g., with ephedra) may also lead to more stringent regulation of our products.

Each existing or potential product that we develop, produce, market or license presents unique regulatory problems and risks. Relevant regulations depend on product type, use and method of manufacture. The FDA regulates, in varying degrees and in different ways, dietary supplements, other food products, medical devices and pharmaceutical products. Regulations govern manufacture, testing, exportation and labeling, while the Federal Trade Commission (FTC) regulates advertising.

We are or may become subject to other federal, state and foreign laws, regulations and policies with respect to labeling of products, importation of organisms and occupational safety, among others. Federal, state and foreign laws, regulations and policies are always subject to change and depend heavily on administrative policies and interpretations. We cannot ensure that any of our products will satisfy applicable regulatory requirements. Changes could occur in federal, state and foreign laws, regulations and policies and, particularly with respect to the FDA or other such regulatory bodies, such changes could be retroactive. Such changes could have a material adverse effect on our business, financial condition, results of operations and relationships with corporate partners.

Nutraceutical products that we develop will be viewed as human dietary supplements. The FDA requires pre-market clearance in the United States, as do other countries where these nutraceutical products are marketed, if they are intended for human consumption. The process of obtaining FDA clearance for either a food additive or a human dietary supplement can be expensive and time consuming, although significantly less expensive than the process for obtaining clearances for a new pharmaceutical. With natural products such as ours there is often only a brief and inexpensive waiting period before marketing of a nutraceutical can begin. Extensive information is required on the toxicity of the additive, including carcinogenicity studies and other animal testing. FDA clearance to market dietary supplements is obtained by notifying the FDA in writing of the intention to market a certain product and providing supporting documentation regarding toxicity. If the FDA does not object within a specified period of time, approval is deemed granted.

Mera's corporate predecessor received FDA clearance for the ASTAFACTOR(R) in early 2000. We similarly notified the FDA of our intention to market Salmon Essentials in 2004, without objection. While we believe that the natural products on which we are focused will be subject to few objections in this approval process, we cannot ensure that any of our future products, on which we may have expended substantial development effort, will be cleared by the FDA on a timely basis, if at all.

The ASTAFACTOR(R) AND SALMON ESSENTIALS(TM), our nutraceutical astaxanthin products, are being distributed internationally already and are likely to be distributed in others. Regulatory approvals in foreign markets vary by country. We believe the approval process for these products will generally come under their "natural product" status and be approved relatively quickly. However, we can provide no assurances in this regard.

THE PRICE OF OUR COMMON STOCK MAY BE HIGHLY VOLATILE.

The trading price of our common stock has been, and is likely to continue to be, highly volatile. We could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, including:

·

announcements of technological innovations or new commercial products by us or our competitors;

·

developments concerning proprietary rights, including patents, by us or our competitors;

·

publicity regarding actual or potential benefits or drawbacks relating to products under development by us or our competitors;

·

conditions or trends in the life sciences, nutraceutical or pharmaceutical markets;

·

changes in the market valuations of biotechnology and life sciences companies in general; and

·

general regulatory developments affecting our products in both the United States and foreign countries.

19

In addition, technology companies have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. There has been particular volatility in the market prices of securities of life science companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

RISKS RELATED TO THE SECURITIES MARKETS AND OUR COMMON STOCK

OUR COMMON STOCK IS TRADED ON THE PINK-SHEET MARKET, WHICH MAY MAKE THE STOCK MORE DIFFICULT TO TRADE ON THE OPEN MARKET.

Our common stock is currently traded in the PINK-SHEET market. PINK-SHEET markets are generally more difficult to trade than those on the Nasdaq National Market, the Nasdaq Small Cap Market or the major stock exchanges. Since the initial public offering of our common stock in January 1989, the average daily trading volume of our common stock has been relatively low. We cannot ensure that a more active public trading market will ever develop for our common stock. In addition, accurate price quotations can be difficult to obtain and price volatility is common for companies whose securities trade on the PINK-SHEETS.

THE SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK BY STOCKHOLDERS COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE.

As of October 31, 2008 we had 547,759,915 shares of common stock outstanding. Of these shares, approximately 185.000,000 have either been registered under the Securities Act of 1933, as amended (the "Securities Act"), are freely tradable without volume limitations under Rule 144 of the Securities Act or are exempt from registration under 11 U.S.C. 1145 as a result of the reorganization of our predecessor issuer, Aquasearch, Inc.

We cannot predict the effect, if any, that sales of shares of our common stock or the availability of these shares being offered for sale will have on prevailing market prices. However, if substantial amounts of our common stock were sold in the public market, then market prices for our common stock could decrease so much that we may not be able to raise additional capital through the sale of equity securities.

We may need additional funding for capital expenditures and operating capital. If we raise additional funds by selling equity securities, the share ownership of our existing investors could be diluted. In addition, new equity purchasers may obtain rights, preferences or privileges that are superior to those of our existing stockholders.

THE ABILITY OF OUR BOARD OF DIRECTORS TO ISSUE PREFERRED STOCK COULD ADVERSELY AFFECT THE INTERESTS OF OUR STOCKHOLDERS.

Our Certificate of Incorporation authorizes the issuance of up to 10,000 shares of "blank check" preferred stock, of which only slightly more than 1,000 have been issued to date. Our Board of Directors has the power to determine all designations, rights, preferences, privileges and restrictions of this preferred stock. In addition, our Board of Directors is not required to obtain stockholder approval to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. The Board of Directors could issue the preferred stock in order to raise needed capital, or to discourage, delay or prevent a change in control of our Company, even if a change of control would be beneficial to our stockholders.

ITEM 7.

FINANCIAL STATEMENTS

Audited balance sheet as of October 31, 2008 and the related statements of operations, cash flows and stockholders' equity (deficit) for the years ended October 31, 2008 and 2007, together with related notes and the report of Jewett, Schwartz & Associates, our independent auditors, appear on pages F-1 through F-18 of this Report.

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with accountants on accounting and financial disclosure during fiscal 2008 or 2007.

20

ITEM 8A.

CONTROLS AND PROCEDURES.

Items 307 and 308 of Regulation S-B.

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15 (e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of such date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to Mera Pharmaceuticals required to be included in our reports filed or submitted under the Exchange Act.

Changes in Internal Control over Financial Reporting. There were no significant changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 8B.

OTHER INFORMATION.

None.

21

PART III

ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding our current directors and executive officers.

NAME	AGE	POSITION
Gregory F. Kowal	60	Chief Executive Officer (1), Secretary and Director
Kenneth I. Crowder	70	Director, Chief Operating Officer(1)
Russell M. Yamamoto	57	Director (1)
Michael F. Corcoran PH.D	59	Director (1)
Melanie K. Kelekolio	41	Corporate Secretary(1) Vice President and Operations Manager(1)

———————

1.

As of January 3, 2006, Mr. Kowal assumed the role of the Company's chief executive officer in addition to his role as chairman of the board of directors.

GREGORY F. KOWAL, CHIEF EXECUTIVE OFFICER AND DIRECTOR, has served as a director of our Company since June 2002. He assumed the role of CEO on January 3, 2006. Mr. Kowal is co-founder of First Honolulu Securities, Inc. and has been continuously associated with it since 1979. He currently is Chairman of the Board and Portfolio Manager of First Honolulu Asset management and is on the financial advisory board of Concordia Financial, a California truck leasing servicing firm. He was also President of Hawaii Tsunami Pro Soccer Incorporated. Prior to founding First Honolulu, he was associated with a large west coast regional brokerage firm from 1973 until 1979. Mr. Kowal received his BSBA from Roosevelt University (Chicago, IL) in 1972. His area of concentration included management and finance.

KENNETH I. CROWDER, CHIEF OPERATING OFFICER AND DIRECTOR, has served as a director of the Company since September 16, 2003. Mr. Crowder is the founder and Chief Executive officer of Concordia Finance, which participates in the financing of big rig (Class 8) trucks. Prior to that, he spent more than two decades as an engineer for Northrup Corporation, working on a number of products. He began his engineering career with the U.S. Naval Ordnance Lab in Corona, California. Mr. Crowder received a BA in physics from University of California Riverside in 1960 and a Masters in physics from California State University at Long Beach in 1966.

RUSSELL M. YAMAMOTO, DIRECTOR, joined the Company’s Board of Directors in July, 2008. Mr. Yamamoto is the President and CEO of RMY Construction, Inc. which he founded in 1984. He has worked on various municipal projects which range from athletic fields to major sewer and waterline rehabilitation projects statewide in Hawaii. Mr. Yamamoto is also involved in numerous charitable organizations which include Charities of Hawaii, American Heart Association, Palama Settlement, American Diabetes Association, Cancer Research Center of Hawaii, the University of Hawaii Foundation and HHSAA. He is a 1973 graduate from the University of Hawaii with a Bachelor of Business Administration degree.

MICHAEL F. CORCORAN, PH.D. DIRECTOR joined the Company’s Board of Directors in July 2008. Dr. Corcoran founded Gull Rock Services, which provides consulting and fundraising services to non-profits in 1989 and national Data Solutions, LLC, a mailing list management company in 2002. he also served as CEO of a large non-profit conservation organization from 1984 through 1993. He received a doctorate in zoology from Duke University in 1981 and also studied oceanography at the University of Hawaii.

MELANIE K.KELEKOLIO, CORPORATE SECRETARY, VICE PRESIDENT AND OPERATIONS MANAGER, joined the company in May 1999 as a Research Associate and became the Team Leader of Production in 2001. Ms. Kelekolio has served as Corporate Secretary and Operations Manager since July, 2008. She has been instrumental in the optimization of our cultivation and

scale up processes used to produce the Haematococcus algae and astaxanthin products, as well as Research and Development projects now in the works. Ms. Kelekolio has over 16 years of experience in the aquaculture field.

22

ITEM 10.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

The following table sets forth the information, on an accrual basis, with respect to the compensation of our executive officers for the three fiscal years ended October 31, 2007.

NAME AND PRINCIPAL POSITION	YEAR ENDED OCTOBER 31,	SALARY ($)		RESTRICTED STOCK AWARD(S) ($)
Gregory F. Kowal, CEO	2008	$	0	$	0
Gregory F. Kowal, CEO	2007	$	0	$	0
Gregory F. Kowal, CEO	2006	$	0	$	0

OPTION GRANTS IN FISCAL 2008

No options were granted to Executive officers in fiscal year 2008.

STOCK OPTIONS EXERCISED DURING FISCAL 2008

No stock options were exercised by the named executive officers of the Company during fiscal 2007.

FISCAL YEAR-END OPTION VALUES

The total value of executive and officer’s unexercised vested options as of October 31, 2008, was $38,844.

LTIP AWARDS DURING FISCAL YEAR

We did not make any long-term incentive plan awards to any executive officers or directors during the fiscal year ended October 31, 2008.

DIRECTOR COMPENSATION

Our directors do not receive compensation for services they provide as directors, although they are reimbursed their expenses for attendance at board meetings and those otherwise incurred in connection with their duties. We do not provide additional compensation for committee participation or special assignments of the Board of Directors.

Our outside directors, Messrs. Kowal and Crowder, were each granted options on December 2004 to purchase 5,000,000 shares of the Company's common stock in respect of their service as board members. The exercise price of those options was $0.01 per share. None of the options has been exercised.

EMPLOYMENT CONTRACTS

We currently do not have employment contracts with our named executive officers.

23

ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information known to us about the beneficial ownership of our common stock as of February 12, 2007 for: (1) each person, entity or group that is known by us to beneficially own five percent or more of our common stock; (2) each of our directors (and former directors, as applicable); (3) each of our named executive officers (and former officers, as applicable) as defined in Item 402(a)(2) of Regulation S-B; and (4) our directors and executive officers as a group. To the best of our knowledge, each stockholder identified below has voting and investment power with respect to all shares of common stock shown, unless community property laws or footnotes to this table are applicable.

DIRECTORS AND OFFICERS (1)	NATURE OF BENEFICIAL OWNERSHIP	NUMBER OF SHARES BENEFICIALLY OWNED	PERCENTAGE OF SHARES BENEFICIALLY OWNED (1)
Kenneth Crowder
c/o Mera Pharmaceuticals, Inc.
73-4460 Queen Ka'ahumanu Highway, Suite 110	Direct and Indirect	6,302,379(2)	1.15%
Kailua-Kona, Hawaii 96740
Michael F. Corcoran PH.D.
c/o Mera Pharmaceuticals, Inc.
73-4460 Queen Ka'ahumanu Highway, Suite 110	Direct and Indirect	5,250,154(3)	.096%
Kailua-Kona, HI 96740
Gregory F. Kowal
First Honolulu Securities	Direct and Indirect	29,754,502(4)	5.431%
900 Fort Street Suite 950
Honolulu, Hawaii 96813
Russell M. Yamamoto	Direct and Indirect	63,298,370(5)	11.556%
c/o Mera Pharamaceuticals,
Inc.
73-4460 Queen Ka’ahumanu
Highway, Suite 110
Kailua-Kona, HI 96740
All directors and executive officers (4)	Direct and Indirect	104,605,405	19.10%

———————

1.

Applicable percentage of beneficial ownership is based on shares outstanding as of January 15, 2008. Beneficial ownership is determined in accordance with rules and regulations of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days the date of this report are deemed outstanding, but are not deemed outstanding for computing the percentage of any other person.

2.

This amount includes 3,125,000 shares that Mr. Crowder has the right to acquire within sixty days from the date of this report on Form 10-KSB by exercising stock options.

3.

This amount includes 2,400,000 shares held by Dr. Corcoran’s Company (directly or indirectly), plus 73,000 shares that Dr. Corcoran has acquired in the open market prior to becoming a director.

4.

These shares held indirectly are in the name of Aquasearch Investment Partners, of which Mr. Kowal is a general partner. This figure also includes warrants to acquire 1,660,000 shares of common stock which were issued to Aquasearch Investment Partners and Gregory F. Kowal and 4,375,000 shares that Mr. Kowal has the right to acquire within sixty days of this report on Form 10-KSB by exercising stock options.

5.

This amount includes 7,692,308 shares of RMY Corporation of which Mr. Yamamoto is the founder and principal shareholder. This figure also includes 53,606,062 shares held in the name of his wife and other immediate family members.

24

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 2005 the Company issued 2,614,370 shares of its common stock to Aquasearch Investment Partners, a general partnership, in exchange for cancellation of a debt in the amount of $26,143.70 owed to it under a factoring agreement previously entered into, or an effective price of $0.01 per share. Gregory F. Kowal, the chairman of the Company's board of directors, is a general partner of Aquasearch Investment Partners. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March 2005 the Company issued 87,298, 1,354,028 and 1,582,771 to Gregory F. Kowal, Daniel P. Beharry and Kenneth Crowder, respectively, in exchange for their forgiveness of debts in the amount of $872.98, $13,540.28 and $15,827.71 owed to them by the Company for expenses incurred by them on the Company's behalf. The effective per share price of these issuances was $0.01 per share. Messrs. Kowal, Beharry and Crowder are all members of Mera's board of directors. These issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In March and April 2005 the Company issued 6,810,770 shares to a director in exchange for total investment of $68,107.70, a per share price of $0.01. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In September and October 2005, the Company issued promissory notes to a director of the Company in the amount of $10,000 in exchange for loans totaling that amount made by the director to the Company for use as working capital.

In September and October 2005, the Company issued promissory notes to a director of the Company in the amount of $25,400 in exchange for loans totaling that amount made by the director to the Company for use as working capital.

In October 2008, the Company issued 2,400,000 shares of its common stock to KMG marketing Group, a corporate entity founded by Dr. Corcoran in exchange for cancellation of a debt in the amount of $12,000 owed for expenses for web site development services at a effective price of $0.005 per share. These issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K

INDEX OF EXHIBITS

Exhibit List	Description
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 350)
31.2	Certification of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 350)
32	Certification of the Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

REPORTS ON FORM 8-K

The Company filed a report on Form 8-K on July 25, 2006 describing changes in the organization of the Company.

On July 23, 2008, Daniel P BeHarry resigned from the Board of Directors and Officer of the Company to pursue other interests. To the knowledge of the Board and executive officers of the Company, Mr. BeHarry had no disagreement with the Company on any matter related to the Company's operations, policies or practices.

On July 24, 2008, Michael F. Corcoran, PH.D. and Russell M Yamamoto were appointed as members of the Board of Directors of the Company.

MICHAEL F. CORCORAN, PH.D. joined the Company's Board of Directors in July, 2008. Dr. Corcoran founded Gull Rock Services, which provides consulting and fundraising services to non-profits, in 1989, and National Data Solutions, LLC, a mailing list management company, in 2002. He also served as CEO of large non-profit conservation organization from 1984 through 1993. He received a doctorate in zoology from Duke University in 1981 and also studied oceanography at the University of Hawaii.

RUSSELL M. YAMAMOTO joined the Company’s Board of Directors in July, 2008. Mr.Yamamoto is the President and CEO of RMY Construction, Inc. which he founded in 1984. He has worked on various municipal projects which range from athletic fields to major sewer and waterline rehabilitation projects statewide in Hawaii. Mr. Yamamoto is also involved in numerous charitable organizations which include Charities of Hawaii, American Heart Association, Palama Settlement, American Diabetes Association, Cancer Research Center of Hawaii, the University of Hawaii Foundation and HHSAA. He is a 1973 graduate from the University of Hawaii with a Bachelor in Business Administration degree.

25

SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form 10-KSB/B and authorized this Form 10-KSB/B to be signed on its behalf by the undersigned, in the City of Honolulu, State of Hawaii, on January 16, 2009.

	MERA PHARMACEUTICALS, INC.
By:	/s/ GREGORY F. KOWAL
	Gregory F. Kowal
	Chief Executive Officer

In accordance with the requirements of the Securities Act, this Registration Statement on Form 10-KSB was signed by the following persons in the capacities and on the dates stated:

SIGNATURE	TITLE	DATE
/s/ GREGORY F. KOWAL	Chief Executive Officer, and Director	January 16, 2009
Gregory F. Kowal
/s/ ANTHONY APPLEBAUM	Principal Financial and Accounting Officer	January 16, 2009
Anthony Applebaum
/s/ KENNETH I. CROWDER	Director	January 16, 2009
Kenneth I. Crowder
/s/ MELANIE KELEKOLIO	Secretary	January 16, 2009
Melanie Kelekolio

26

FINANCIAL STATEMENTS

MERA PHARMACEUTICALS, INC.

TABLE OF CONTENTS

Report of Registered Public Accounting Firm	F – 2
Balance Sheet	F – 3
Statements of Operations	F – 4
Statements of Changes in Stockholders' Equity	F – 5
Statements of Cash Flows	F – 6
Notes to Financial Statements	F – 7 - 15

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Mera Pharmaceuticals, Inc.

We have audited the accompanying balance sheet of Mera Pharmaceuticals, Inc. as of October 31, 2008 and the related statements of operations, changes in shareholders' equity`, and cash flows for the years ended October 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mera Pharmaceuticals, Inc. as of October 31, 2008 and the results of its operations and its cash flows for the years then ended 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

These accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company’s need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

JEWETT, SCHWARTZ, WOLFE & ASSOCIATES

Hollywood, Florida

January 16, 2009

F-2

MERA PHARMACEUTICALS, INC.

CONDENSED BALANCE SHEET

	October 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	19,288
Marketable equity securities	$	34,400
Accounts receivable		11,007
Other current assets		48,580
Total current assets		113,275
Plant and equipment, net		281,439
Total Assets	$	394,714
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	283,590
Notes payable - related parties		51,936
Other current liabilities		5,412
Total current liabilities		340,938
Commitments and contingencies
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, 547,769,915 shares issued
and outstanding		54,777
Additional paid-in capital		7,920,003
Treasury stock at cost		(2,025	)
Accumulated deficit		(7,918,981	)
Total stockholders' equity		53,776
Total Liabilities and Stockholders' Equity	$	394,714

See the accompanying notes to the financial statements

F-3

MERA PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF OPERATIONS

	Twelve Months Ended			Twelve Months Ended
	October 31,			October 31,
	2008			2007
NET SALES	$	609,984		$	470,379
Cost of goods sold		38,935			59,050
GROSS PROFIT		571,049			411,329
Operating Expenses
Selling and administrative expenses		342,597			328,014
Research and development costs		301,566			201,336
Depreciation and amortization		220,912			212,882
Impairment loss		1,684,737			—
Total operating expenses		2,549,812			742,232
Operating loss		(1,978,763	)		(330,903	)
Other income (expense)
Interest income		607			555
Realized gain		214			—
Other income		11,013			—
Interest expense		(10,140	)		(8,472	)
Total other income (expense)		1,694			(7,917	)
Net loss before tax provision		(1,977,069	)		(338,820	)
Refundable tax credit		31,713			16,554
NET LOSS	$	(1,945,356	)	$	(322,266	)
Net loss per common share	$	(0.0038	)	$	(0.0006	)
Weighted Average Shares Outstanding		516,830,024			506,032,913

See the accompanying notes to the financial statements

F-4

MERA PHARMACEUTICALS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

	Stock
	Convertible Preferred				Amount		Common				Additional Paid - In Capital		Treasury Stock At Cost			Accumulated (Deficit)			Stockholders' Equity (Deficit)
	Series A		Series B
	Shares		Shares				Shares		Amount
Balance at October 31, 2006		80		974	$	2		493,698,487	$	49,370	$	7,597,191	$	—		$	(5,651,359	)	$	1,995,204
Issuance of common shares at $0.007 per share								8,571,428		857		59,143								60,000
Issuance of common shares at $0.01003 per share								8,100,000		810		80,409								81,219
Loss for the year ended October 31, 2007																	(322,266	)		(322,266	)
Balance at October 31, 2007		80		974	$	2		510,369,915	$	51,037	$	7,736,743	$	—		$	(5,973,625	)	$	1,814,157
Issuance of common shares at $0.005 per share								5,000,000		500		24,500								25,000
Issuance of common shares at $0.005 per share								30,000,000		3,000		147,000								150,000
Issuance of common shares at $0.005 per share								2,400,000		240		11,760								12,000
Acquisition of treasury shares														(2,025	)					(2,025	)
Loss for the year ended October 31, 2008																	(1,945,356	)		(1,945,356	)
		80		974	$	2	$	547,769,915	$	54,777	$	7,920,003	$	(2,025	)	$	(7,918,981	)	$	53,776

See the accompanying notes to the financial statements

F-5

MERA PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	Twelve Months			Twelve Months
	Ended			Ended
	October 31, 2008			October 31, 2007
Cash Flows from Operating Activities:
Net loss	$	(1,945,356	)	$	(322,266	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accumulated depreciation and amortization		220,912			213,528
Common stock issued in satisfaction of accounts payable		12,000			81,219
Impairment of fixed assets		1,684,737
Changes in operating Assets and Liabilities:
Accounts receivable		(2,533	)		7,162
Other current assets		(30,761	)		138
Accounts payable, accured expenses		(57,590	)		(25,604	)
Other assets		—			—
Net cash used by operating activities		(118,591	)		(45,823	)
Cash Flows from Investing Activities:
Purchases of fixed assets		—			(9,529	)
Marketable security		(34,400	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock		175,000			60,000
Proceeds from notes payable		162,910			52,100
Payment of notes payable		(176,310	)		(52,100	)
Purchase of treasury stock		(2,025	)
Net increase (decrease) in cash and cash equivalents		6,584			4,648
Cash and cash equivalents, beginning of the period		12,704			8,056
Cash and cash equivalents, end of the period	$	19,288		$	12,704
Cash paid for taxes	$	—		$	—
Cash paid for interest	$	6,028		$	2,487
Supplemental cash flow information
Non cash financing activities
Common stock issued in satisfaction of accounts payable	$	12,000		$	81,219

See the accompanying notes to the financial statements

F-6

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

1.

SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization - Mera Pharmaceuticals, Inc. (the “Company” or “Mera”), primarily develops and commercializes natural products from microalgae using its proprietary, large-scale photobioreactor technology. The Company's operations are located in Kailua-Kona, Hawaii.

Microalgae are a diverse group of microscopic plants comprising an estimated 30,000 species that display a wide range of physiological and biochemical characteristics. Many of these organisms are known to contain valuable substances that have identified and potential commercial applications in such fields as animal and human nutrition, food colorings, cosmetics, diagnostic products, pharmaceuticals, research grade chemicals, pigments and dyes. Microalgae grow ten times faster than the fastest growing land-based crops and represent a largely unexploited and renewable natural resource with a biodiversity comparable to that of land-based plants.

The Company has devoted most of its efforts since inception to research and development, and was considered a development stage company until fiscal 2001. Since 2001 the Company has with various degrees of success attempted to enter the retail market for its line of nutraceutical products. 2008 proved no exception with mixed results due to the lack of available marketing funds and staffing

Cash and Cash Equivalents - The Company considers all highly liquid debt securities purchased with original or remaining maturities of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.

Fair Value of Financial Instruments - The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair market value because of the short maturity of those instruments. Notes payable approximate fair value.

Accounts Receivable - The Company performs ongoing credit evaluations of customers, and generally does not require collateral. Allowances are maintained for potential credit losses and returns and such losses have been within management’s expectations.

Credit Risk - It is the Company’s practice to place its cash equivalents in either high quality money market securities or to invest in short term corporate bonds. Certain amounts of such funds might not be insured by the Federal Deposit Insurance Corporation. However, the Company considers its credit risk associated with cash and cash equivalents to be minimal.

Inventories - Inventories are stated at the lower of cost (which approximates first-in, first-out) or market. At October 31, 2008, inventories consisted of $742,736 of work in process, $77,145 of finished goods and $7,958 of raw materials. Management has recorded a full valuation allowance for obsolete and excess inventory totaling $827,839.

Revenue Recognition - Product revenue is recognized upon shipment to customers. Contract services revenue is recognized as services are performed on a cost reimbursement basis. Royalties are recognized upon receipt. The Company has adopted Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

Plant and Equipment, net - Plant and equipment are stated at cost less accumulated depreciation. Depreciation is recorded principally using the straight-line method, based on the estimated useful lives of the assets (property and plant, 10-40 years; machinery and equipment, 3-10 years). When applicable, leasehold improvements and capital leases are amortized over the lives of respective leases, or the service lives of the improvements, whichever is less?

Expenditures for renewals and improvements that significantly extend the useful life of an asset are capitalized. The costs of software with an expected life of more than one year, and used in the business operations are capitalized and amortized over their expected useful lives. Expenditures for maintenance and repairs are charged to operations when incurred. When assets are sold or retired, the cost of the asset and the related accumulated depreciation are removed from the accounts and any gain or loss is recognized at such time.

F-7

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Impairment of Long Lived Assets and Long Lived Assets to be Disposed Of - Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets establishes the accounting model for long-lived assets to be disposed of by sale and applies to all long-lived assets, including discontinued operations. This statement requires those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred.

Intangible Assets - The Company accounts for intangible assets in accordance with SFAS 142. Generally, intangible assets with indefinite lives, and goodwill, are no longer amortized; they are carried at lower of cost or market and subject to annual impairment evaluation, or interim impairment evaluation if an interim triggering event occurs, using a new fair market value method. Intangible assets with finite lives are amortized over those lives, with no stipulated maximum, and an impairment test is performed only when a triggering event occurs. Such assets are amortized on a straight-line basis over the estimated useful life of the asset. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the fair value is less than the carrying amount of the asset, an impairment loss is then recognized.

Stock Issued For Services - The value of stock issued for services is based on management's estimate of the fair value of the Company's stock at the date of issue or the fair value of the services received, whichever is more reliably measurable.

Preferred Stock - The Company has authorized 10,000 shares of "blank check" preferred stock, with such designations, rights, preferences, privileges and restrictions to be determined by the Company's Board of Directors. As of October 31, 2008, 1,054 shares of preferred stock were issued and outstanding.

Research and Development Costs - Generally accepted accounting principles state that costs that provide no discernible future benefits, or allocating costs on the basis of association with revenues or among several accounting periods that serve no useful purpose, should be charged to expense in the period occurred. SFAS No. 2 “Accounting for Research and Development Costs” requires that certain costs be charged to current operations including, but not limited to: salaries and benefits; contract labor; consulting and professional fees; depreciation; repairs and maintenance on operational assets used in the production of prototypes; testing and modifying product and service capabilities and design; and, other similar costs.

Income Taxes - The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Since its inception, the Company has incurred net operating losses. Accordingly, no provision has been made for income taxes. Statutory taxes not based on income are included in general and administrative expenses.

Loss Per Share - The Company computed basic and diluted loss per share amounts for October 31, 2008 and 2007 pursuant to the SFAS No. 128, “Earnings per Share.” The assumed effects of the exercise of outstanding stock options, warrants, and conversion of notes were anti-dilutive and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Authoritative Pronouncements

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

In June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its financial position and results of operations.

F-8

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its financial position and results of operations.

Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our condensed statement of operations. The FSP requires retrospective application to the terms of instru ments as they existed for all periods presented. The FSP is effective for fiscal years beginning after December 15, 2008 and early adoption is not permitted. The Company is currently evaluating the potential impact of FSP APB 14-1 upon its financial statements.

The Hierarchy of Generally Accepted Accounting Principles

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's financial position and results of operations.

Determination of the Useful Life of Intangible Assets

In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles.  The Company is currently evaluating the potential impact of FSP FAS No. 142-3 on its financial statements.

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133”, (SFAS No. 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s financial statements.

Delay in Effective Date

In February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company’s financial condition or results of operations.

F-9

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Business Combinations

In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS 141(R)). This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

a.

Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.

b.

Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.

c.

Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its results of operations and financial condition.

Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No. 160). This Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 160 will have on its results of operations and financial condition.

Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of SFAS No. 115” (SFAS No. 159), which became effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The election, of this fair-value option did not have a material effect on its financial condition, results of operations, cash flows or disclosures.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS No. 157). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which companies’ measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2008. The adoption of SFAS No. 157 did not have a material effect on its results of operations and fin ancial condition.

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" (SFAS No. 154), which replaces Accounting Principles Board (APB) Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections, and it establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007 and it did not have a material impact on its results of oper ations and financial condition.

F-10

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

2.

GOING CONCERN

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has operating and liquidity concerns, has incurred an accumulated deficit of approximately $7.9 million through the year ended October 31, 2008. The Company anticipates that future revenue will be sufficient to cover certain operating expenditures, and, in the interim, will continue to pursue additional capital investment. However, there can be no assurance that the Company will be able to successfully acquire the necessary capital to continue their on-going development efforts and bring products to the commercial market. These factors, among others, create an uncertainty about the Company’s ability to continue as a going concern.

3.

RELATED PARTY TRANSACTIONS

In December 2003 the Board agreed to pay one of its members a commission of 4% of sales made to a Hawaiian distributor. The commission amount to be paid is based on sales consummated retroactive to May 2003 and approximately $10,577 was payable under this agreement as of October 31, 2008.

4.

INCOME TAXES

The Company provides for income taxes in accordance with SFAS No. 109 using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences of revenue and expense items for financial statement and income tax purposes.

Since its formation the Company has incurred net operating losses. As of October 31, 2008, the Company had a net operating loss carryforward of $22,000,000 available to offset future taxable income for federal and state income tax purposes.

SFAS No. 109 requires the Company to recognize income tax benefits for loss carryforwards that have not previously been recorded. The tax benefits recognized must be reduced by a valuation allowance if it is more likely than not that loss carryforwards will expire before the Company is able to realize their benefit, or that future deductibility is uncertain. For financial statement purposes, the deferred tax asset for loss carryforwards has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized. An increase in the valuation allowance of $847,000 occurred as of October 31, 2008.

The provision (benefit) for income taxes from continued operations for the years ended October 31, 2008 and 2007 consist of the following:

	October 31,
	2008			2007
Current:
Federal	$	—		$	—
State		—			—
		—			—
Increase in valuation allowance		(847,000	)		(129,000	)
Benefit of operating loss carryforward		847,000			129,000
Provision (benefit) for income taxes, net	$	—		$	—

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

		October 31,
		2008		2007
Net operating loss carry- forwards expiring after the year 2009	$	9,200,000	$	8,400,000
Deferred income tax asset	$	9,200,000	$	8,400,000

F-11

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

The net deferred tax assets and liabilities are comprised of the following:

	October 31,
	2008			2007
Deferred tax assets
Current	$	—		$	—
Non-current		9,200,000			8,400,000
		9,200,000			8,400,000
Less valuation allowance		(9,200,000	)		(8,400,000	)
Net deferred income tax asset	$	—		$	—

The Company has the following carryforwards available at October 31, 2008:

Operating losses
Amount	Expires
8,616,000	2012 - 2019
3,984,000	2022
2,609,000	2023
1,873,000	2024
1,161,000	2025
926,000	2026
423,000	2027
2,047,119	2028

The Company is a Qualified High Tech Business (“QHTB”) in the State of Hawaii. QHTBs qualify for certain refundable state tax credits as they relate to research and development activities (“QHTB tax credit refunds”). For the year ended October 31, 2008, the Company has approximately $32,000 in QHTB tax credit refunds receivable.

6.

NOTES PAYABLE - RELATED PARTIES

Notes payable – related parties consists of the following as of October 31, 2008:

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 through March 26, 2006. Notes are currently past maturity; however no demand for payment has been made.		10,000
Total notes payable, related parties	$	51,936

Total interest expense on notes payable – related parties was $10,140 and $8,472 for the years ended October 31, 2008 and 2007, respectively.

F-12

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

7.

COMMON STOCK, PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS

In August 2008 the Company issued a total of 5,000,000 shares of common stock to a private investor at a price of $0.005 per share. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In September 2008 the Company issued a total of 30,000,000 shares of common stock to a private investor at a price of $0.005 per share. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

In August 2008 the Company issued a total of 2,400,000 shares of common stock to a private investor at a price of $0.005 per share. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2).

The following table summarizes warrant activity through Ocotber31, 2008:

	Warrants			Price		Term
Balance, October 31, 2007		2,080,000			0.05	5 Years
Expired warrants - 7/2008		(1,460,600	)		0.05	5 Years
Expired warrants - 10/2008		(619,400	)		0.05	5 Years
Balance, October 31, 2008		—

8.

STOCK BASED COMPENSATION

On November 7, 2004 the Board of Directors adopted the 2004 Stock Option Plan, authorizing issuance of options on up to 60 million shares of the Company’s common stock. In December of 2004, the Board approved issuance of options to purchase approximately 48,000,000 shares of its common stock to existing officers, directors and employees, subject to shareholder approval of the plan. In May 2005, such approval was received. The fair value of the options on the grant date was $480,000 calculated using the Black-Scholes Option Pricing Model. As of October 31, 2008, approximately 12,400,000 were deemed vested based on length of service with the Company since the date the Company’s Plan of Reorganization was approved. Terminated employees who have elected not to exercise options have forfeited their options. Approximately 36,000,000 total options have been forfeited since the adoption of the Stock Option Plan.

The Company applies Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for stock-based employee compensation arrangements whereby no compensation cost related to stock options is deducted in determining net income or loss. However, compensation cost for stock option grants to the Company’s employees would still be determined pursuant to SFAS No. 123, “Accounting for Stock-Based Compensation,” and the corresponding decrease in net income disclosed. As no options were issued during the fiscal year ended October 31, 2008, no such computation is included herewith.

The following table summarizes the transactions of the Company’s stock options for the two-year period ended October 31, 2008:

	Number of Shares			Exercise Price
Options outstanding, November 1, 2005		48,426,800		$	—
Options granted		—			0.010
Options exercised		(60,750	)		0.010
Options forfeited		(35,936,050	)		0.010
Options outstanding, October 31, 2008		12,430,000			0.010

Options to purchase 12,430,000 shares were exercisable at October 31, 2008. No options were offered or exercised during the year ending October 31, 2008.

F-13

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

9.

LONG-LIVED ASSETS

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” the Company assesses the impairment of long-lived assets annually or when events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to expected future net cash flows generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment charge is recognized to the extent of the difference. Factors that the Company considers important which could individually or in combination trigger an impairment review include the following: (1) significant underperformance relative to expected historical or projected future operating results; (2) significant changes in the manner of the Company’s use of the acquired assets or t he strategy for the Company’s overall business; and (3) significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. On a quarterly basis, the Company assesses whether events or changes in circumstances occur that potentially indicate that the carrying value of long-lived assets may not be recoverable. The primary factor that could impact the outcome of an impairment evaluation is the estimate of future cash flows expected to be generated by the asset being evaluated. Considerable management judgment is necessary to estimate the cash flows. Accordingly, if actual results fall short of such estimates, significant future impairments could result. In fiscal 2008, the Company recorded an asset impairment charge of $1,684,737 related to production and research equipment that has deteriorated and is in disrepair.  No asset impairment charges were recorded in fiscal year 2007.

10.

MARKETABLE SECURITIES

The Company’s marketable securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of any tax effect. Realized gains or losses on the sale of marketable securities are determined using the specific-identification method. The Company evaluates its investments periodically for possible other-than-temporary impairment by reviewing factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery of market value. The Company records an impairment charge to the extent that the carrying value of our available for sale securities exceeds the estimated fair market value of the securities and the decline in value is determ ined to be other-than-temporary. The Company did not record any impairment charges related to other-than temporary decline in value of its marketable securities for the years ending October 31, 2008. As of October 31, 2008, the Company’s marketable securities consisted of corporate bonds. All marketable securities are classified as available-for-sale securities.

The following table summarizes the Company’s marketable security investments as of October 31, 2008:

	Cost		Net Unrealized Gains (Losses)		Estimated Fair Market Value
Marketable securities:
Corporate bonds	$	34,400	$	504	$	34,904
Total available-for-sale investments	$	34,400	$	504	$	34,904

11.

PROPERTY, PLANT AND EQUIPMENT, NET

Property, Plant and Equipment is as follows:

	October 31, 2008
Plant		277,809
Equipment		721,707
		995,516
Accumulated depreciation		(718,077	)
Total		277,439

F-14

MERA PHARMACEUTICALS, INC.

NOTES TO THE FINANCIAL STATEMENTS

12.

SUBSEQUENT EVENTS

The Company issued detachable stock purchase warrants with an aggregate fair market value of $165,600 that expired in 2008. During the year ended October 31, 2004, 3,440,000 warrants were cancelled with an aggregate value of $103,000. For the year ended October 31, 2008 the Company recognized amortization expense of $6,240.

13.

SUBSEQUENT EVENTS

The Company receives licensing income under a license agreement with HR BioPetroleum, Inc (“HRBP”) that was signed in fiscal 2007. The agreement calls for the Company to receive $22,000 per month and grants HRBP access and use of the Companies facilities to perform a research project relating to large-scale cultivation and production of certain microalgae species, and grants HRBP license rights to a patent and other intellectual property owned by the Company. On January 9, 2009, the Company was informed that HRBP would not be renewing such license agreement. Unless a new agreement can be negotiated revenues received under this agreement will cease effective June 2009.

F-15

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 annual 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: January 16, 2009	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 annual 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: January 16, 2009	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 Annual Report on Form 10-KSB/A for the year ended October 31, 2007 (the “Form 10-KSB/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-KSB/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date January 16, 2009	By:	/s/ GREGORY F. KOWAL
		Gregory F. Kowal
		Chief Executive Officer

Date January 16, 2009	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.