mrpi_10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended July 31, 2010
	Or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 333-23460

MERA PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware		04-3683628
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
73-4460 Queen Ka'ahumanu Highway, Suite 110 Kailua-Kona, Hawaii 96740 (808) 326-9301 (Address and telephone number of principal executive offices)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES [X] NO [ ]

547,769,915 shares of $0.0001 par value common stock outstanding as of July 31, 2010 80 shares of $0.0001 par value Series A preferred stock outstanding as of July 31, 2010 974 shares of $0.0001 par value Series B preferred stock outstanding as of July 31, 2010

Mera Pharmaceuticals, Inc.

Form 10-Q

For the Quarter Ended July 31, 2010

Contents

			Page
Part I - Financial Information

	Item 1: Financial Statements

		Condensed Balance Sheet	3

		Condensed Statements of Operations	4

		Condensed Statements of Cash Flows	5

		Notes to Condensed Financial Statements	6

	Item 2: Management's Plan of Operation

		Management's Discussion and Analysis of Financial Condition
		and Results of Operations	10

	Item 3. Controls and Procedures		12

Part II - Other Information

	Item 1: Legal Proceedings		13

	Item 2: Changes In Securities		13

	Item 3. Defaults Upon Senior Securities		13

	Item 4: Submission of Matters to a Vote of Security Holders		13

	Item 5: Other Information		13

	Item 6: Exhibits and Reports on Form 8-K		13

	Signature		14

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Mera Pharmaceuticals, Inc.

Condensed Balance Sheet

(Unaudited)

	July 31, 2010			October 31, 2009
	(Unaudited)			(Audited)

ASSETS
Current assets:
Cash and cash equivalents	$	850		$	3,135
Accounts receivable		21,102			6,656
Tax credit receivable		46,520			31,229
Prepaid expenses and other current assets		3,992			15,994

Total current assets		72,464			57,014

Plant and equipment, net		328,184			200,482

Total Assets	$	400,648		$	257,496

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	470,899		$	314,212
Notes payable - related parties		51,936			51,936
Deferred revenue		160,200			30,450

Total Current Liabilities		683,035			396,598

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			2
Common stock, $.0001 par value: 750,000,000
shares authorized, 547,769,915 shares issued
and outstanding		54,777			54,777
Additional paid-in capital		7,920,003			7,920,003
Treasury stock at cost		(2,025	)		(2,025	)
Accumulated deficit		(8,255,144	)		(8,111,859	)
Total stockholders' deficit		(282,387	)		(139,102	)

Total Liabilities and Stockholders' Equity	$	400,648		$	257,496

The accompanying notes are an integral part of these financial statements

Mera Pharmaceuticals, Inc.

Condensed Statement of Operations


	Three Months Ended July 31, 2010			Three Months Ended July 31, 2009			Nine Months Ended July 31, 2010			Nine Months Ended July 31, 2009


	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

NET SALES	$	67,115		$	106,213		$	224,743		$	500,912
Cost of goods sold		-			12,851			10,401			15,240

GROSS PROFIT		67,115			93,362			214,342			485,672

Operating Expenses
Selling and administrative expenses		38,284			88,073			145,521			282,489
Research and development costs		70,262			82,658			203,667			252,117
Depreciation		11,149			21,607			22,298			64,822

Total operating expenses		119,695			192,338			371,486			599,428

Operating loss		(52,580	)		(98,976	)		(157,144	)		(113,756	)

Other income (expense)
Interest income		-			816			-			2,445
Other income		980			-			2,312			746
Interest expense		(1,248	)		(1,248	)		(3,744	)		(3,781	)

Total other income (expense)		(268	)		(432	)		(1,432	)		(590	)

Net loss before tax provision		(52,848	)		(99,408	)		(158,576	)		(114,346	)

Provision for income taxes		-			-			-			-
Refundable tax credit		4,730			8,164			15,291			21,878

NET INCOME (LOSS)	$	(48,118	)	$	(91,244	)	$	(143,285	)	$	(92,468	)

Net income (loss) per common share	$	(0.0001	)	$	(0.0002	)	$	(0.0003	)	$	(0.0002	)

Weighted Average Shares Outstanding		547,769,915			547,769,915			547,769,915			547,769,915

The accompanying notes are an integral part of these financial statements

Mera Pharmaceuticals, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended July 31, 2010			Nine Months Ended July 31, 2009


	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(143,285	)	$	(92,468	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Accumulated depreciation and amortization		22,298			64,822
Changes in assets and liabilities
Accounts receivable		(14,447	)		3,367
Tax credit receivable		(15,291	)		(21,878	)
Prepaid expenses and other current assets		12,002			13,057
Accounts payable and accrued liabilities		156,688
Deferred Revenue		129,750			21,526
Net cash provided (used) by operating activities		147,715			(11,574	)

Cash Flows from Investing Activities:
Purchases of marketable equitable securities		-			(28,663	)
Proceeds from sales of marketable equitable securities		-			63,063
Expansion of physical plant		(150,000	)		-
Purchases of fixed assets		-			(30,206	)
Net cash used by investing activities		(150,000	)		4,194

Cash Flows from Financing Activities:
		-			-
Net cash provided by financing activities		-			-

Net increase in cash and cash equivalents		(2,285	)		(7,380	)
Cash and cash equivalents, beginning of the period		3,135			19,288
Cash and cash equivalents, end of the period	$	850		$	11,908

Supplemental Cash Flow Information
Interst Paid	$	-		$	-
Taxes Paid	$	-		$	-

The accompanying notes are an integral part of these financial statements

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2010 AND 2009

1.Basis of Presentation of Financial Statements

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2010 are not necessarily indicative of the results that may be expected for the year ending October 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended October 31, 2009, included in Form 10-K filed with the Securities and Exchange Commission.

The preparation of the Company’s Consolidated Financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to depreciation and amortization calculations; inventory valuations; asset impairments (including impairments of goodwill, long-lived assets, and investments); valuation allowances for deferred tax assets; reserves for contingencies and litigation; and the fair value and accounting treatment of financial instrument s. The Company bases its estimates on the Company's historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

2.Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company incurred a net loss of $48,118 for three months the ending July 31, 2010 and has a total accumulated deficit of $8,255,144. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development and sales of Kona Sea Salt. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Management has plans to seek additional capital through private placement and public offerings of its common stock, and projects that revenue will increase in future years. There are no assurances, however, with respect to the future success of these plans.

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2010 AND 2009

3. Summary of Significant Accounting Policies

Revenue Recognition. The Company has adopted Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin, Topic No. 13, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. 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.

4. Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. 0;The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allo cated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s financial position and results of operations.

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2010 AND 2009

In December 2009, the FASB has published ASU 2009-16 “Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets.” ASU No. 2009-16 is a revision to ASC 860, “Transfers and Servicing,” and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. ASU No. 2009-16 also expands the disclosure requirements for such transactions. This ASU will become effective for us on April 1, 2010. The adoption of this standard is not expected to have any impact on the Company’s financial position and results of operations.

In December 2009, the FASB has published ASU 2009-17 “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. The adoption of this standard is not expected to have any impact on the Company’s financial position and results of operations.

In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis. Early adoption is permitted. The adoption of this standard did not have an i mpact on the Company’s financial position and results of operations.

In January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810) - Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard is not expected to have any impact on the Company’s financial position and results of operations.

In January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements”. ASU No. 2010-06 clarifies improve disclosure requirement related to fair value measurements and disclosures – Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchase, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim peri ods within those fiscal years. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2010 AND 2009

In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.

5. Related Party Transactions

On November 2, 2009 the Company entered into an agreement with an entity created and controlled by certain members of its Board of Directors. The agreement involves the purchase by such entity of Bulk Kona Deep Sea Salt from unsold inventory at a price of $7.25 per kilogram. The Company estimates its direct cost for this material is approximately $5.00 per kilogram. The purpose of this transaction is, in the absence of any other funding sources, to provide cash flow needed to maintain and grow operations so that the Company is able to produce enough Kona Deep Sea Salt to market and sell outside of Hawaii. This program will end once the Company is able to attain positive cash flow sufficient to sustain such operations. Under this agreement, the Company shall have the right of first refusal to repurchase some or the entire product purchased by the related entity at a price of $8.50 per Kilogram if certain conditions are met. During the three months ended July 31, 2010 the Company received $36,250 from the related entity under this agreement. All such income was recorded as deferred revenue resulting from product that had not yet been shipped.

6. Subsequent Events

Management evaluated all activities of the company through September 10, 2010 of the Company’s consolidated financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the consolidated financial statements.

Other ASU’s that are effective after July 31, 2010, are not expected to have a significant effect on the company financial position or results of operations

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Report contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements that include the words "believes," "expects," "estimates," "anticipates" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Risk factors include, but are not limited to, our ability to raise or generate additional capital; our ability to cost-effectively manufacture our products on a commercial scale; the concentration of our current custom er base; competition; our ability to comply with applicable regulatory requirements; potential need for expansion of our production facility; the potential loss of a strategic relationship; inability to attract and retain key personnel; management's ability to effectively manage our growth; difficulties and resource constraints in developing new products; protection and enforcement of our intellectual property; compliance with environmental laws; climate uncertainty; currency fluctuations; exposure to product liability lawsuits; and control of our management and affairs by principal stockholders.

The reader should carefully consider, together with the other matters referred to herein, the information contained under the caption "Risk Factors" in our Annual Report on Form 10-K for a more detailed description of these significant risks and uncertainties. We caution the reader, however, that these factors may not be exhaustive.

Since inception, our primary operating activities have consisted of basic research and development and production process development, recruiting personnel, purchasing operating assets, raising capital and sales of product. From September 16, 2002, the effective date of our plan of reorganization, through July 31, 2010 we had an accumulated deficit of $8,255,144. Our losses to date have resulted primarily from costs incurred in research and development, production costs and from general and administrative expenses associated with operations. We expect to continue to incur smaller operating losses through the current fiscal year. We also expect to have quarter-to-quarter and year-to-year fluctuations in revenues, expenses and losses, some of which could be significant.

We have a limited operating history. An assessment of our prospects should include the technology risks, market risks, expenses and other difficulties frequently encountered by early-stage operating companies, and particularly companies attempting to enter competitive industries with significant technology risks and barriers to entry. We have attempted to address these risks by, among other things, hiring and retaining highly qualified persons, diversifying our customer base and expanding revenue sources, e.g., by performing other contract services and increasing efforts to sell raw materials to other product formulators. However, our best efforts cannot guarantee that we will overcome these risks in a timely manner, if at all.

Results of Operations

Revenues. Revenue declined 34.3% for the quarter ending July 31, 2010 to $67,115 vs. $106,213 in the year ago quarter ending July 31, 2009. Revenue for the nine month period declined to $224,743 vs. $500,912 for the comparable periods, an decrease of 55.1%. The decline in revenues for the quarter and nine month period was primarily attributable to the conclusion of our technical service agreement with HRBioPetroleum. Revenue from continuing operations versus the second quarter ending April 30, 2010 increased 9.2% from $61,413.

Cost of Sales. Cost of goods sold was $0 for the quarter ending July 31,2010 versus $12,851 in the quarter ending July 31, 2009 as the Company was able to reduce existing inventories and ease the burden of exhausting cash flow without purchasing additional supplies. Inventories were brought in alignment to better reflect sales rates, and there was a shifting of costs from production of existing product to sales development programs. The cost of goods sold for the nine month period ended July 31, 2010 decreased by 31.7% to $10,401 from $15,240 in the comparable nine month period in the prior fiscal year. The cost of sales is expected to increase during the fourth quarter due to inflationary pressures and new purchases of supplies and materials. Sales increases will also add to the cost of sales with shipping and fuel costs playing a major factor in the expected increase.

Research and Development Costs. Research and development costs decreased to $70,262 for the quarter ending July 31, 2010 versus $82,658 for the quarter ending July 31, 2009, an decrease of approximately 18.5%. The decrease was due to the costs associated with the completion of the Company’s technical service agreement work on the projects with HRBioPetroleum and the shifting of staff to other projects.

Selling, General and Administrative Expenses. These expenses decreased to $38,284 the quarter ending July 31, 2010 as compared with $88,073 in the quarter ending July 31, 2009 an decrease of 56.5%. The company was able to contain expenses though the use of part time workers who are available on a call basis when needed. These costs are expected to increase in the future as the Company has plans to increase its sales staff which will allow the Company to grow its future revenue in 2011 and beyond. These growth plans, will include the hiring of full and part time workers to help upgrade and maintain the facility in addition to our current sales staff.

Interest Expense. For the quarters ended July 31, 2010 versus 2009, interest expense was $1,248 and $1,248.

LIQUIDITY At July 31, 2010 and October 31, 2009, we had working capital deficits of $610,571 and $339,584, respectively.

At July 31, 2010, we had total assets of $400,648 compared to total assets of $257,496 at July 31, 2009. Cash Decreased $2,285 for the nine months ending June 30, 2010 compared to year-end 2009. Net cash used in operating activities in the nine months ending July 31, 2010, was $143,285, as compared with $92,468 in the comparable period in 2009; net cash used in investing activities in the nine months ending July 31, 2010 was $150,000 loss in 2010, as compared with $4,194 in the comparable period in 2009.

ITEM 3. Evaluation of Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.

As of July 31, 2010, an evaluation was performed under the supervision and with the participation of our management, including our chief executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our chief executive and principal financial officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Controls

There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting, except that the Company increased its internal controls around the issuance and recording of common stock sales.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBITS

31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically).

31.2	Certification of Principal Financial and Accounting Officer pursuant to Rule 13a – 14 (a) of the Securities Exchange Act of 1934 (filed herewith electronically).

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically).

32.2	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 (filed herewith electronically)

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	MERA PHARMACEUTICALS, INC.

Dated: September 14, 2010	By:	/s/ Gregory F. Kowal
		Gregory F. Kowal
		Chief Executive Officer

EX-31.1 2 mrpi_ex311.htm CERTIFICATION mrpi_ex311.htm

CERTIFICATION

Exhibit 31.1

I, Gregory F. Kowal, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mera Pharmaceuticals, Inc.;

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

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

4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

6. The Company's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Sept.ember 14, 2010

/s/Gregory F. Kowal

----------------------------------------

Gregory F. Kowal

Chief Executive Officer

EX-31.2 3 mpri_ex312.htm CERTIFICATION mpri_ex312.htm

Exhibit 31.2

CERTIFICATION

I, Anthony E. Applebaum, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mera Pharmaceuticals, Inc.;

a)	designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

Date: September 14, 2010

/s/ANTHONY E. APPLEBAUM

----------------------------------------

Anthony E. Applebaum

Principal Financial and Accounting Officer

EX-32.1 4 mpri_ex321.htm CERTIFICATION mpri_ex321.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 UNITED STATES CODE SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory F. Kowal, Chief Executive Officer of Mera Pharmaceuticals, certify that (1) Mera Pharmaceuticals, Inc.’s Form 10-Q for the quarter ended July 31, 2010 fully complies with the requirements of Section 3 (a) or 15 (d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q for the quarter ended July 31, 2010 fairly presents, in all material respects, the financial condition and the results of operations of Mera Pharmaceuticals, Inc.

Date: September 14, 2010

/s/Gregory F. Kowal

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Gregory F. Kowal

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Mera Pharmaceuticals, Inc. and will be retained by Mera Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 5 mpri_ex322.htm CERTIFICATION mpri_ex322.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 UNITED STATES CODE SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony E. Applebaum, Chief Executive Officer of Mera Pharmaceuticals, certify that (1) Mera Pharmaceuticals, Inc.’s Form 10-Q for the quarter ended July 31, 2010 fully complies with the requirements of Section 3 (a) or 15 (d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q for the quarter ended July 31, 2010 fairly presents, in all material respects, the financial condition and the results of operations of Mera Pharmaceuticals, Inc.

Date: September 14, 2010

/s/ANTHONY E. APPLEBAUM

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Anthony E. Applebaum

Principal Financial and Accounting Officer

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