**SECURITIES AND EXCHANGE COMMISSION****  Washington, D.C. 20549**

** Form 10-K**

**[X]      Annual Report under Section 13 or 15(d) of the Securities****  Exchange Act of 1934**** For the fiscal year ended December 31, 2008**

**or**

**[  ]      Transitional Report under Section 13 or 15(d) of the****  Securities Exchange Act of 1934**

| **000-52327**          |
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| Commission file number |

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| **AQUAMER MEDICAL CORP.**                                         |
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| (Exact name of small business issuer as specified in its charter) |
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| **Delaware**             |   | **04-3516924**                       |
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| (State of incorporation) |   | (IRS Employer Identification Number) |

| **510 Turnpike Street, Suite 204****North Andover****, MA 01845** |
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| (Address of principal executive office)                           |

| **(978) 557-1001**          |
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| (Issuer's telephone number) |

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

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

| **Common Stock** |
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| (Title of Class) |

| **Check whether the registrant:**                                                                                                                                                                                                                                                                                                                   |
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| is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       **Yes [  ] No [X]**                                                                                                                                                                                                    |
| is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    **Yes [  ] No [X]**                                                                                                                                                                                                  |
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)

** Yes [X] No [ ]**                                                                                                                        |
| and                                                                                                                                                                                                                                                                                                                                                 |
| (2) has been subject to such filing requirements for the past 90 days.

** Yes [X] No [ ]**                                                                                                                                                                                                                                                    |
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| Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K **[ ]** |
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| **Check whether the registrant:** is a shell company (as defined in Rule 12b-2 of the Exchange Act). **Yes [ ] No [X]**                                                                                                                                                                                                                             |
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| **Check whether the registrant:**  is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                                                                                                                                                |

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|---------------------------------|--------|---------------------------|--------|-------------------------------|--------|-----------------------------------------------|
| Large accelerated filer **[ ]** |   | Accelerated filer **[ ]** |   | Non-accelerated filer **[ ]** |   | Smaller reporting company  ** [X]** |
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| Aquamer Medical Corp. did not have any revenue for the year ended December 31, 2008.

As of April 15, 2009, there were 89,729,176 shares of Aquamer Medical Corp. common stock outstanding.

The aggregate market value of the stock held by non-affiliates (42,179,523 shares) computed by reference to the closing price of such stock ($0.005), as of April 13, 2009, was $210,898.

Documents incorporated by reference: None. |
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**FORWARD-LOOKING STATEMENTS**

Certain statements made in this Annual Report on Form 10-K are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Aquamer Medical Corp. (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

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**PART I**

**Item 1 - Description of Business**

**General**

           Aquamer, Medical Corp. ("we," "us," "our," the "Company", the "Registrant" or "Aquamer"), a Delaware corporation, was formed in February 2000 to operate as a medical device company focused on the development and commercialization of three injectable biocompatible products.  The products we are developing consist of a water-based polymer technology utilized as a tissue-bulking agent in the fields of dermatology (*AquaDerm*), urology/gynecology (*AquaGen*), and gastroenterology (*AquaFlux*).  Although we are a development stage company, our products are based on the results of several years of research and development, whereby we are now in the stage of preparing for, and executing on, clinical evaluation milestones. 

*           AquaDerm* has received an Investigational Device Exemption ("IDE") from the U.S. Food and Drug Administration ("FDA") and is undergoing pilot clinical evaluation. This product is being developed for the potential treatment of deep wrinkles, facial scars and various cosmetic plastic surgery procedures such as lip augmentation.*  AquaGen* has been designed for use as a bulking agent in minimally invasive treatment of stress urinary incontinence, the most common form of urinary incontinence.  *AquaFlux* is being developed as a bulking agent in the minimally invasive treatment of chronic heartburn or gastroesophogeal reflux disease ("GERD").

           In January 2005, we were acquired by Bellacasa Productions, Inc. ("Bellacasa") in a transaction that was structured as a reverse takeover, whereby former shareholders of Aquamer obtained voting control over Bellacasa upon issuance of 28,504,148 shares of Bellacasa common stock, which represented approximately 78% of the total shares outstanding.  As a result, Aquamer became a wholly owned subsidiary of Bellacasa.

           In August 2006, Bellacasa determined that it was in its best interests to spin off its Aquamer subsidiary pursuant to a stock distribution. Effective March 5, 2007, Bellacasa completed the distribution of the stock of its then wholly owned subsidiary, Aquamer, Inc. to Bellacasa shareholders of record February 2, 2007.  The shares were distributed pro rata on the basis of .721996 shares of Aquamer stock for each share of Bellacasa stock owned on the record date. Fractional shares were rounded up to the next whole share.

            In June 2007, we changed our corporate name from Aquamer, Inc. to Aquamer Medical Corp.

            In March  2008, we acquired all patent rights for the *Hydropatella Implant,* which pertains to a patella (kneecap) made of a hydrogel, which is durable and wear resistant that can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement

**Business Overview**

           Aquamer Medical Corp.  is a clinical development stage company with a platform technology that builds on over ten years of scientific effort.  We intend our water-based injectable products to be utilized as a bulking agent in the respective fields of use. We believe that our products will have competitive advantages pertaining to increased maintenance of efficacy or tissue "bulking," safety, ease of injection and non-cumbersome operational management issues associated with shipping and storage.  Inherent in our technology is its biocompatibility, non-immunogenicity and lack of migration/absorption.  We seek to become a leading provider of minimally invasive injectable modalities for dermatology, urology, gastroenterology and orthopedic surgery.

**Technology**

           The bulking agent that comprises our initial products involves the use of a polymeric component from the poly-n-vinyl pyrrolidinone (PVP) family, which is recognized for its biocompatibility and extensive clinical use in other Class III (permanent implantable) medical devices.  PVP is a non-toxic, non-metabolized hydrogel that has been approved for use as a plasma volume expander, a plasma detoxifying agent, an orally-ingested diagnostic aid (complex of PVP and iodine), a component of soft contact lenses, a variety of dental applications, a filler for a permanent implantable urological device and as an excipient in the manufacturing of tablets containing a variety of drugs.  The dose of PVP used in our products is minimal; approximately 95% of the injected volume is water contained in the polymer matrix.

           The bulking agent that we have been using was created under two patents owned by Partners in Biomaterials Inc. ("PIB"), an independent third party based in California.  PIB granted us a license to the patents, which expire in May 2009 and July 2010. We have been seeking regulatory approval, so as to commercialize various products. In addition to entering into a patent license agreement with PIB, we also entered into a Product Supply Agreement with PIB, whereby PIB was to supply us with polymer products in accordance with an agreed upon procedure and established price. 

            **Status of Agreements with PIB  **

            During the first quarter of 2008, PIB expressed to us that it would not deliver the committed product under the terms of our agreement and that it considered both the purchase commitment agreement and patent license agreement to no longer be in effect. We have discussed the possibility of a new agreement with PIB and plan to continue discussions with PIB to modify the terms of the agreements. There is no assurance that we will be able to renegotiate a new agreement with PIB. We have also been in discussions with alternate providers of a polymer product with chemical characteristics similar to the PIB materials. We believe, although there can be no assurance, that if necessary, we will be able to acquire rights to use an alternative product that offers both price acceptability and reliability of supply. As a consequence of the notification by PIB, the Company determined that as of December 31, 2007, the carrying value of the asset, *Prepayments under product supply agreement*, had been impaired and the value of the asset was reduced to $0, with a concurrent charge to *Impairment Expense* in the amount of $145,000.

**Products in Development**

           We are developing the following products designed for use in orthopedic surgery, dermatology, urology, and gastroenterology:

           ***Orthopedic Surgery***

**           ** We plan to exploit our recent acquisition of the patent rights to the Hydropatella Implant.

**           ** When, due to disease or injury, the surfaces of a knee joint become sufficiently disabling and painful (arthritic), these surfaces are commonly replaced using a surgical operation, either in whole or in part by prosthetic implants. A need exists for a patella (kneecap) component that provides greater wear resistance, yet has the capacity to sustain ambulatory tension with strength comparable to that of a healthy patella. A need also exists for a replacement patella that can be used to deliver a therapeutic agent to the knee.

            The invention, which is the subject of the acquired patent rights, relates to an improved patella with improved biocompatible properties such as high surface lubricity, reduced component-to-component wear, and drug delivery capabilities.

            The invention is based, in part, on the discovery that structural elements for joint replacement (e.g., a patella), can be made of a biocompatible material that absorbs an aqueous solution to form a hydrogel. The biocompatible hydrogel has improved structural and biomechanical properties without the problem of disintegrating under stress conditions. In particular, the invention pertains to a patella made of a hydrogel referred to as "hydropatella implant," which provides a durable, wear resistant patella that can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement.           

***           Dermatology ***

*           AquaDerm* is targeted at the long-term corrective effects of skin treatment.  *AquaDerm* addresses conditions of tissue atrophy due to aging, facial wrinkles and depressed scars, as well as soft tissue defects resulting from surgery and inflammatory skin diseases. PVP has infinite molecular weight as a base polymer matrix, which impedes absorption and migration of polymer substrate into the surrounding tissue, thus lengthening the cosmetic effect. Most other injectable materials are suspensions (leading to the absorption of suspension media and migration of suspended particles) or biological in nature (such as collagen, which the body digests). Our product will be injected into the affected areas and filled to the appropriate point, making the defect flush with the surrounding tissue, or in the case of lip augmentation "plumped" to the desired size. Most products in the facial aesthetics/dermatology market today have the common drawback of migration/absorption.  Animal trials and initial human clinical trials indicate longer-term maintenance of results for *AquaDerm* .

***           Urology***

*           AquaGen* has been developed for use as a bulking agent in the minimally invasive treatment of stress urinary incontinence ("SUI"), the most common form of urinary incontinence.*  AquaGen* is injected into the urethra/bladder junction (urinary sphincter muscle), reinforcing the muscle tissues around the bladder neck, the "bulking" of the closure mechanism that prevents accidental urine leakage.

           SUI relates to the accidental or unintentional leakage of urine. It afflicts, worldwide, more than 25 million people, 85% of whom are female.  Incontinence is a significant health issue, with millions experiencing complications related to incontinence at some point in their lives.  More than half of all women will suffer from SUI during their lifetime. The "stress" in stress urinary incontinence is not associated with mental or emotional stress, but rather with increases in physical stress or pressures exerted on the body. One cause of stress incontinence is a condition called Intrinsic Sphincter Deficiency or ISD. This condition is present when the urinary sphincter (the muscle surrounding the urethra that controls urine flow) is not strong enough to close the bladder neck. This open bladder neck allows urine to leak out whenever there is an increase in intra-abdominal pressure.

***           Gastroenterology***

*           AquaFlux* has been designed for use as a bulking agent in the minimally invasive treatment of chronic heartburn or gastroesophageal reflux disease ("GERD").*  AquaFlux* is utilized as a bulking agent to strengthen and build the sphincter muscle at the base of the esophagus through a minimally invasive procedure, reinforcing and augmenting the closure mechanism that prevents reflux or gastric heartburn.

           GERD is a condition whereby gastric contents from the stomach rise into the esophagus, known as reflux. In a normal stomach, the sphincter at the bottom of the esophagus (lower esophageal sphincter, or LES) opens to let food pass into the stomach and then closes to prevent the gastric contents in the stomach from rising into the esophagus. When a patient suffers from GERD, the lower esophageal sphincter relaxes at random times, allowing gastric contents from the stomach to reflux into the esophagus.  Afflicting 7% to 10% of the U.S. adult population, GERD is different from regular heartburn in that it can have serious health consequences beyond the persistent burning pain of heartburn. It can lead to more serious medical problems such as difficulty swallowing (dysphagia), painful swallowing (odynophagia), narrowing of the esophagus (strictures), and Barrett's esophagus, believed to be a premalignant lesion. Chronic hoarseness or laryngitis, respiratory problems (e.g., coughing, wheezing, asthma, recurrent pneumonia), and non-cardiac chest pain are sometimes associated with GERD. GERD patients may need to sleep sitting up or avoid bending over to prevent fluids from coming up from the stomach.

**Market Opportunity**

**Orthopedic Surgery**

           According to *The Journal of Bone & Joint Surgery*, Volume 89-A, Number 12, December 2007
    - The upward trends in the utilization of total hip and knee replacement between 1969 and 2003 detail the national need for these procedures.
    - The age and gender-adjusted incidence per 100,000 person-years significantly increased from 1971 to 2003, representing a greater than 400% increase in the incidence of total knee replacement (as compared with a 55% increase in total hip replacement during the same period).
    - The incidence increased with the patient's age for total knee replacement, except in patients more than eighty years old.
    - The largest percentage increase was in patients less than fifty years old.
    - There was a significant increase in the proportion of total knee replacements performed for the treatment of osteoarthritis, from 51% during 1971-1975 to 92% in 2000- 2003.
    - It is projected that the number of primary total knee replacements will increase from 450,400 to 3.48 million by 2030, compared with a growth in the number of primary total hip replacements from 208,600 to 572,100 during the same interval.
    - The volume of revision total knee replacements is projected to grow from 38,300 in 2005 to 268,200 in 2030 (a 600% increase).
    - The continued and rapid growth of utilization of total knee replacement reflects a trend that will require additional resources in the future.
    - This dramatically increased demand for replacement procedures will require additional discussions regarding the distribution of economic resources; the allocation of surgeons, facilities and resources; and improved operative efficiency.
    - Additionally, given the growth in the number of procedures in the younger, more active patients, implant longevity will require further enhancement.

           To date, devices currently used to correct patella injuries, total and unicompartmental knee replacement, typically use a patella component formed of a thermoplasit or elastomer, both of which can become liable and disintegrate under stress. Accordingly, a rapidly growing need exists for a patella component that provides greater wear resistance, yet has the capacity to sustain ambulatory tension with strength comparable to that of a healthy patella.

           Like any surgery, knee joint replacement carries certain life-threatening risks, such as infection, blood clots and complications from anesthesia. Infection is an ongoing risk for all people with joint replacements. Not only can it occur in the hospital, but it can happen years later if bacteria travel through the bloodstream to the replacement area. In the rare case that an infection spreads to the new joint and does not clear up with antibiotic treatment, the joint must be replaced. This usually requires two surgeries--one to remove the infected joint and another surgery later to insert the new joint. Between surgeries, the infection is treated with antibiotics. Therefore, a need also exists for a replacement patella that can be used as a vehicle to deliver a localized therapeutic agent, such as a pain relieving agent, antibiotic, anti-clotting agent, growth factor or anti-inflammatory. The hydrogel composition of the "hydropatella implant," is capable of meeting this need by eluting the therapeutic agent at a controlled rate or dose regimen over time.

**Dermatology**

           The market for aesthetic facial products has expanded at an estimated annual rate in excess of 35% since 2000. The range of products encompasses invasive and non-invasive treatment modalities to remedy aging and defective soft tissues of the face.  Products such as Botox® and collagen (Zyderm® and Zyplast®) are currently  "the gold standards" used by plastic surgeons and dermatologists in an office environment and now even by consumers under medical guidance (Botox® injections can be administered within a patient's home).  As the average age of the population increases, interest in skin rejuvenation and correction has increased.  More than 8.3 million surgical and non-surgical cosmetic procedures were performed in 2003, including rhytidectomy (facelift), liposuction, laser resurfacing, chemical peeling and soft tissue augmentation (American Society for Aesthetic Plastic Surgery). In addition, more than one million patients undergo surgery each year for skin cancer in the United States alone. Many of these lesions are resected from the face and necessitate reconstruction. As a result of the number of patients affected, there is great interest in filling substances for the skin for both cosmetic and reconstructive purposes.

**Urology**

           Urinary incontinence afflicts more than 25 million people worldwide, 85 percent of whom are female.  The condition may have negative emotional, social and hygienic consequences. The Agency for Health Policy and Research (AHCPR), a division of the Public Health Service, U.S. Department of Health and Human Services, estimates that urinary incontinence affects approximately 13 million people in the United States, of which 85% or 11 million are women. The same agency estimates the total cost (utilizing all management and curative approaches) of treating incontinence of all types in the United States as $15 billion.  Urethral bulking agents ("UBA") are currently recommended by AHCPR as first-line treatment for women with ISD who do not have coexisting urethral hypermobility. Male patients can also benefit from a urethral bulking agent procedure, which is recommended as a first-line surgical treatment for men with ISD, according to the Agency for Health Policy and Research. According to the American College of Surgeons, there are approximately 400,000 prostate surgeries performed each year in the United States, and up to 20% of these men develop incontinence following the procedure. Additionally, urinary incontinence can result in a substantial decrease in a person's quality of life, and it is often the main reason a family may move an elderly relative into nursing home care.  We expect the incidence of urinary incontinence will rise as the percentage of elderly people continues to increase.  The Agency for Healthcare Research and Quality ("AHRQ") reported that vesicoureteral reflux (VUR) is primarily a pediatric concern, with a prevalence estimated to be as high as 3% of the U.S. pediatric population. Approximately 15,000 surgical procedures are performed per year to address this VUR issue. Patients with VUR grades 1 through 4 in this population are candidates for minimally invasive surgery using a bulking agent. Globally, the use of a bulking agent to correct the VUR condition can reduce patient costs related to continued use of antibiotics for treatment of chronic urinary tract infections, which can lead to more serious related complications.

**Gastroenterology**

           There is a large market for the treatment of chronic heartburn or gastroesophogeal reflux disorder.  More than 60 million Americans suffer from heartburn symptoms at least once a month.  Roughly 25 million or 4% to 7% of Americans, suffer from reflux on a daily basis.  PPIs or Proton Pump Inhibitors are the current standard in treatment.

           While the market opportunities are attractive, potential investors must be aware additional funds will be required to carry out more clinical trials and seek regulatory approvals.

**Intellectual Property**

**            Hydropatella Implant Patent Rights**

            On March 24, 2008, we purchased all rights, title and interest in the pending U.S. Patent for the *Hydropatella Implant*, identified as Attorney Docket No. 105554-2, which application was filed in the United States Patent and Trademark Office on September 30, 2005, as Application No. 60/722,277.

**Clinical Trials**

           We have received an approved Investigational Device Exemption ("IDE") from the FDA to conduct a pilot clinical trial study of the *AquaDerm* product. The study enrolled 20 patients at one site and all patients completed their follow-up per the protocol. No additional patients are expected to be enrolled at this site. Both our company and the principal study investigator concluded that the results of this feasibility study to date demonstrate the device is potentially both safe and efficacious, warranting further study under this IDE in a multi-center trial. Additional funds will be required to do more clinical trials and seek regulatory approval to market the product.

**Government Regulation**

           The potential production and marketing of our products and our ongoing research and development, pre-clinical testing and clinical trial activities are subject to extensive regulation and review by numerous governmental authorities both in the United States and abroad.   Delays in or rejection of FDA or other government entity approval of our products may also adversely affect our business. *  AquaDerm* has received an Investigational Device Exemption ("IDE") from the U.S. Food and Drug Administration ("FDA") and is undergoing pilot clinical evaluation. 

           Periodically, legislative or regulatory proposals are introduced that could alter the review and approval process relating to medical devices. It is possible that the FDA will issue additional regulations further restricting the sale of our present or proposed products. Any change in legislation or regulations that govern the review and approval process relating to our current and future products could make it more difficult and costly to obtain approval for new products, or to produce, market, and distribute existing products.

           If national healthcare reforms, or other legislation or regulations are passed that impose limits on the number or type of allowable medical products or restrict a physician's ability to select specific products used in patient procedures, such changes could have a material adverse effect on the demand for our products.

**Research and Development**

           During 2008, our research and development expenses totaled $25,524, all of which was for services rendered by Steven Preiss, our research coordinator. In 2007 our research and development expense totaled $45,000. If we are able to raise the necessary capital, we expect to substantially increase our expense for research and development in 2009 and 2010.

**Possible Acquisition of Intellectual Property**

**           ** We are actively pursuing the acquisition of additional patents and licenses for promising and innovative technologies in medical and non-medical fields that have the potential to generate revenues in a relatively short time period. There is no assurance that we will able to complete the acquisition of any such intellectual property.

**Employees**

           Other than our president, Marshall Sterman, who devotes such time as necessary to our operations, we do not have any employees. We utilize independent contractors, including Mr. Preiss, and consultants from time to time to assist us with our compliance requirements.

**RISK FACTORS**

***There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals, including those described below. The risks described below are not the only ones we will face. Additional risks not presently known to us or that we currently deem immaterial may also impair our financial performance and business operations. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our Common Stock could decline, and you may lose all or part of your investment. Before making any investment decision, you should also review and consider the other information set forth in this Annual Report on Form 10-K and the exhibits thereto.***

**IF WE ARE UNABLE TO RAISE INVESTMENT CAPITAL, WE HOLD SIGNIFICANT RISKS AS A GOING CONCERN.  WE REQUIRE THE INFUSION OF INVESTMENT CAPITAL TO SUSTAIN PLANNED GROWTH AND CONTINUE IN THE REGULATORY APPROVAL PROCESS.**

           Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. If we do not raise adequate funds, we will be required to significantly curtail or cease our operations, and may have to sell or license out significant portions of our technology or potential products.  Failure to raise enough capital to continue clinical trials can be expected to have a material adverse effect on our future business prospects.

**IF WE SUFFER NEGATIVE PUBLICITY CONCERNING THE SAFETY OF OUR PRODUCTS, OUR CLINICAL TRIALS MAY BE HARMED AND WE MAY BE FORCED TO WITHDRAW PRODUCTS FROM CURRENT TRIALS UNDERWAY.**

           Physicians and potential patients may have a number of concerns about the safety of our products or the products of our competitors.  Negative publicity about related products and medical procedures could materially reduce market acceptance of our products and may reduce our overall potential market.  Risks associated with negative publicity directed towards facial injections in general may create a significant risk to our business objectives.  In addition, significant negative publicity once our products are on the market could result in an increased number of product liability claims, whether or not these claims have a basis in fact.

**IF CHANGES IN THE ECONOMY AND CONSUMER SPENDING REDUCE CONSUMER DEMAND FOR OUR TYPE OF PRODUCTS, OUR POTENTIAL SALES AND PROFITABILITY WILL SUFFER.**

           Facial implants and injections and other facial aesthetics procedures are elective procedures not typically covered by insurance.  Adverse changes in the economy may cause consumers to reassess their spending choices and reduce the demand for cosmetic surgery.  This shift could have an adverse effect on our potential sales and profitability.

**IF WE FAIL TO ESTABLISH AND MANAGE STRATEGIC PARTNERSHIPS, WE MAY BE PREVENTED FROM DEVELOPING POTENTIAL PRODUCTS OR THE TIME FOR COMMERCIALIZING POTENTIAL PRODUCTS MAY BE INCREASED.**

           We may need to enter into strategic relationships with appropriate marketing and distribution organizations.  We may not be able to establish strategic partnerships or other arrangements, or, if available, they may not be on terms and conditions favorable to us. Termination of arrangements that we are able to enter into could seriously harm our business and financial condition.  Furthermore, our strategy may lead to multiple alliances regarding different product opportunities that are active at the same time. We may not be able to successfully manage multiple arrangements in various stages of development.

**WE MAY NOT BE ABLE TO PRODUCE COMMERCIALLY ACCEPTABLE PRODUCTS BECAUSE OUR TECHNOLOGY IS UNPROVEN. IF WE CANNOT PROVE OUR TECHNOLOGY, WE WILL NOT SUCCEED IN COMMERCIALIZING OUR PRODUCTS.**

           Our products are commercially unproven. The process of developing products and achieving regulatory approvals is time consuming and prone to delays.  The products we are currently pursuing will require substantial further development, testing and regulatory approvals. Our research and development activities may not be successful and as such, we may not be able to produce commercially acceptable products.

**IF WE ARE UNABLE TO DEVELOP AND MARKET NEW PRODUCTS, OUR FUTURE BUSINESS PROSPECTS CAN BE EXPECTED TO MATERIALLY DIMINISH.**

           Even if we ultimately receive FDA approval to commercialize our products, our industry is highly competitive and is subject to significant and rapid technological change.  We believe that our ability to respond quickly to consumer needs or advances in medical technologies, without compromising product quality, is crucial to our success. We are continually engaged in product development and improvement programs to bolster our competitive position.  We cannot, however, guarantee that we will be successful in enhancing existing products or developing new products or technologies that will timely achieve regulatory approval or receive market acceptance.

           There is also a risk that our products may not gain market acceptance among physicians, patients, and the medical community in general. The degree of market acceptance of any medical device or other product that we develop will depend on a number of factors, including demonstrated clinical efficacy and safety, cost-effectiveness, potential advantages over alternative products, and our marketing and distribution capabilities. Physicians will not recommend our products until clinical data and other factors demonstrate their safety and efficacy compared to competing products.  Even if the clinical safety and efficacy of our products is established, physicians still may elect not to recommend using them for any number of other reasons, including the particular needs of an individual patient.

           Our products compete with a number of other products manufactured by major medical device companies, and may also compete with new products currently under development by others. If our products do not achieve significant market acceptance, our potential revenue stream may not grow as significantly as expected.

**IF CLINICAL TRIALS FOR OUR PRODUCTS ARE UNSUCCESSFUL OR DELAYED, WE WILL BE UNABLE TO MEET OUR ANTICIPATED DEVELOPMENT AND COMMERCIALIZATION TIMELINES.**

           Before obtaining regulatory approvals for the commercial sale of any products, we must demonstrate through pre-clinical testing and clinical trials that our products are safe and effective for human use. Conducting clinical trials is a lengthy, time-consuming, and expensive process.

           Completion of clinical trials may take several years or more. Our commencement and rate of completion of clinical trials may be delayed by many factors, including the following:

            ·  Lack of efficacy during the clinical trials;                ·  Unforeseen safety issues;                ·  Slower-than-expected patient recruitment; and                ·  Government or regulatory delays.

           The results from pre-clinical testing and early clinical trials often are not predictive of results obtained in later clinical trials. A number of new products have shown promising results in clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals. Data obtained from pre-clinical and clinical activities are susceptible to varying interpretations, which may delay, limit, or prevent regulatory approval. In addition, regulatory delays or rejections may be encountered as a result of many factors, including perceived defects in the design of the clinical trials and changes in regulatory policy during the period of product development. Any delays in, or termination of, our clinical trials will materially and adversely affect our development and commercialization timelines, which would cause our stock price to decline.

           We may be subject to product liability claims as a result of the use of our products.

           We may face product liability claims with respect to our technology or products either directly or through our strategic partners.  We may also be exposed to potential product liability risks whenever human clinical testing is performed or upon the use of any commercially marketed medical product.  If plaintiffs succeed in their claims against us, if any, and if the coverage under our insurance policies is insufficient, our business prospects and results of operations can be expected to be seriously harmed.

**IF OUR INTELLECTUAL PROPERTY RIGHTS DO NOT ADEQUATELY PROTECT OUR PRODUCTS OR PRODUCTS OR TECHNOLOGIES WE LICENSE, OTHERS COULD COMPETE AGAINST US MORE DIRECTLY, WHICH WOULD HURT OUR PROFITABILITY.**

           Our success depends in part on our and our partners' ability to obtain patents or rights to patents, protect trade secrets, operate without infringing upon the proprietary rights of others, and prevent others from infringing on our patents, trademarks, and other intellectual property rights.  Patent protection generally involves complex legal and factual questions and, therefore, enforceability of patent rights cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated or circumvented. Thus, any patents that we hold or license from other patent holders may not provide adequate protection against competitors. In addition, our pending and future patent applications may fail to result in patents being issued. Also, those patents that are issued may not provide us with adequate proprietary protection or competitive advantages against competitors with similar technologies. Moreover, the laws of certain foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States.

           In addition to patents and trademarks, we rely on trade secrets and proprietary knowledge. We seek protection of these rights, in part, through confidentiality and proprietary information agreements. These agreements may not provide sufficient protection or adequate remedies for violation of our rights in the event of unauthorized use or disclosure of confidential and proprietary information. Failure to protect our proprietary rights could seriously impair our competitive position.

           Our commercial success also depends significantly on our ability to operate without infringing the patents and other proprietary rights of others. However, regardless of our intent, our technologies may infringe the patents or violate other proprietary rights of third parties. In the event of such infringement or violation, we may face litigation and may be prevented from pursuing product development or commercialization.

**WE ARE SUBJECT TO SUBSTANTIAL GOVERNMENT REGULATION, WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.**

           The potential production and marketing of our products and our ongoing research and development, pre-clinical testing and clinical trial activities are subject to extensive regulation and review by numerous governmental authorities both in the United States and abroad.  All of the injectable biotechnology medical devices we develop must undergo rigorous pre-clinical and clinical testing and an extensive regulatory approval process before they can be marketed. This process makes it more difficult, more time-consuming and more costly to bring our products to market, and we cannot guarantee that any of our products will be approved. The pre-marketing approval process can be particularly expensive, uncertain and lengthy, and a number of devices for which FDA approval has been sought by other companies have never been approved for marketing. In addition to testing and approval procedures, extensive regulations also govern marketing, manufacturing, distribution, labeling and record keeping. If we do not comply with applicable regulatory requirements, violations could result in warning letters, non-approval, suspensions of regulatory approvals, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions and criminal prosecution.

           Delays in or rejection of FDA or other government entity approval of our products may also adversely affect our business. Such delays or rejection may be encountered due to, among other reasons, government or regulatory delays, lack of efficacy during clinical trials, unforeseen safety issues, slower than expected rate of patient recruitment for clinical trials, inability to follow patients after treatment in clinical trials, inconsistencies between early clinical trial results and results obtained in later clinical trials, varying interpretations of data generated by clinical trials, or changes in regulatory policy during the period of product development in the United States and abroad. In the United States, there has been a continuing trend of more stringent FDA oversight in product clearance and enforcement activities, causing medical device manufacturers to experience longer approval cycles, more uncertainty, greater risk, and higher expenses. In Europe, there is a risk that we may not be successful in meeting the European quality standards or other certification requirements. Even if regulatory approval of a product is granted, this approval may entail limitations on uses for which a previously approved product may be labeled and promoted. It is possible, for example, that we may not receive FDA approval to market already approved products for broader or different applications or to market updated products that represent extensions of our basic technology. In addition, we may not receive FDA export approval to export our products in the future, and countries to which products are to be exported may not approve them for import.

           Our manufacturing facilities also are subject to continual review and inspection. The FDA has stated publicly that compliance with manufacturing regulations will be scrutinized more strictly. A governmental authority may challenge our compliance with applicable federal, state and foreign regulations. In addition, any discovery of previously unknown problems with one of our products or facilities may result in restrictions on the product or the facility, including withdrawal of the product from the market or other enforcement actions.

           Periodically, legislative or regulatory proposals are introduced that could alter the review and approval process relating to medical devices. It is possible that the FDA will issue additional regulations further restricting the sale of our present or proposed products. Any change in legislation or regulations that govern the review and approval process relating to our current and future products could make it more difficult and costly to obtain approval for new products, or to produce, market, and distribute existing products.

**HEALTHCARE REFORM LEGISLATION COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.**

           If national healthcare reforms, or other legislation or regulations are passed that impose limits on the number or type of allowable medical products or restrict a physician's ability to select specific products used in patient procedures, such changes could have a material adverse effect on the demand for our products. In the United States, there have been, and we expect that there will continue to be, a number of federal and state legislative and regulatory proposals to implement greater governmental control over the healthcare industry. These proposals create uncertainty as to the future of our industry and may have a material adverse effect on our ability to raise capital or to form collaborations. In a number of foreign markets, the pricing and profitability of healthcare products are subject to governmental influence or control. In addition, legislation or regulations that impose restrictions on the price that may be charged for healthcare products or medical devices may adversely affect our sales and profitability.

           The biomedical and surgical repair industry involves intense competition and rapid technological changes.

           Our competitors include major pharmaceutical, surgical product, chemical and specialized biopolymer companies, many of which have financial, technical, research and development and marketing resources significantly greater than ours.  Our technology competes for corporate development and marketing partnership opportunities with numerous other biotechnology companies, research institutes, academic institutions and established pharmaceutical companies.  We also face competition from academic institutions and other public and private research organizations which are conducting research and seeking patent protection, and may commercialize products on their own or through joint ventures.  Our competitors may succeed in developing products based on our technology or other technologies that are more effective than the ones being developed by us, or which would render our technology and products obsolete and non-competitive, which may harm our business.

**WE WILL LOSE POTENTIAL REVENUES IF OUR STRATEGIC PARTNERS CANNOT MANUFACTURE PRODUCTS ON A COMMERCIAL SCALE.**

           To date, we have required only a limited supply of products for internal and initial human clinical testing.  We will need to demonstrate adequate manufacturing facilities to obtain manufacturing approvals from the FDA for the development and commercialization of our products.  Our strategic partners we rely on for manufacture of the products may not be able to adequately develop, fund, implement and manage a manufacturing facility.  We may also need to evaluate alternative methods to produce commercial quantities of our products.  We may not be able to successfully assess the ability of other production methods or establish manufacturing arrangements to meet our commercial objectives.

**OUR BUSINESS MAY BE HARMED IF WE ARE NOT ABLE TO RETAIN KEY EMPLOYEES.**

           Our success will depend largely upon the efforts of our executive officers and directors.  The loss of the services of any one of these individuals can be expected to seriously harm our business opportunities and prospects.  Our success also depends on the recruitment and retention of additional qualified management and scientific personnel.  We may not be able to attract and retain required personnel on acceptable terms, if at all.  We do not maintain "key-man" or similar life insurance policies with respect to these persons to compensate us in the event of their deaths, which may harm our business.

**Item 1B - Unresolved Staff Comments**

            None

**Item 2 - Description of Property**

           Our offices are located at 510 Main Street, North Andover, Massachusetts.  The offices are adequate for our current operations,** **

**Item 3 - Legal Proceedings**

           We are not party to any legal proceedings.** **

**Item 4 - Submission of Matters to a Vote of Security Holders**

           No matters were submitted to a vote of security holders during the fiscal quarter ended December 31, 2008.

----

**PART II**

**Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**

**Price****Range****of Common Stock**

**           ** The primary market for our common stock is the OTC Bulletin Board, where it trades under the symbol "AQUM." 

**           ** The following table sets forth the high and low closing prices for the shares of our common stock, for the periods indicated, as provided by the OTC Bulletin Board. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions. There were no recorded trades prior to April 11, 2008.

|               |   |     |   |        |
|--------------------|--------|----------|--------|-------------|
| **Quarter Ending** |   | **High** |   | **Low**     |
|                    |   |          |   |             |
| June 30, 2008      |   | 0.18     |   |   0.06 |
| September 30, 2008 |   | 0.09     |   |   0.02 |
| December 31, 2008  |   | 0.05     |   |   0.02 |

**Shareholders**

            As of April 15, 2009, we had approximately 120 shareholders of our common stock.           

            The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of our common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

**Dividends**

**           ** We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and the expansion of our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be based upon our financial condition, operating results, capital requirements, plans for expansion, restrictions imposed by any financing arrangements and any other factors that the board of directors deems relevant.

**Changes in Securities and Use of Proceeds**

**Common Stock**

**            Stock Issuances**

**           ** We did not issue any additional shares of our common stock during the fourth fiscal quarter of 2008. As of December 31, 2008, we had a total of 54,004,176 shares of common stock issued and outstanding.

**           **On April 13, 2009, we issued a total 35,725,000 shares of common stock. Of these, 19,000,000 shares were issued, in lieu of payment of $95,000 cash, for expenses that were included as a liability and reflected in our December 31, 2008 balance sheet as *Accrued expenses payable*; 1,725,000 shares were issued in payment of a $15,000 secured promissory note payable with interest accrued through March 31, 2009; and the balance of 16,000,000 shares were issued for consulting services.  The issued shares, which are restricted as to transferability, were valued at $0.005 per share, which was the last trade of our common stock, prior to the date of issuance. All of the shares were issued in reliance on Section 4(2) of the Securities Act of 1933 and were made without general solicitation or advertising. The recipients represented to us that the securities were being acquired for investment purposes.

           As of April 15, 2009, we had 89,729,176 shares of common stock outstanding.

**Item 6****-****Selected Financial Data**

**        ** Not Applicable

**Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations**

**Results of Operations**

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

           The financial statements included in this annual report are those of Aquamer Medical Corp. for all historical periods. **     **

***Years ended December 31, 2008 and December 31, 2007 and since inception***

           **Sales -** We did not have any sales during the years ended December 31, 2008 and 2007. Aquamer is a development stage company and has not had any revenue since its incorporation in February 2000.

           **Costs and Expenses -** Total expenses for the year ended December 31, 2008 were $289,470 compared to $315,358 in the year ended December 31, 2007. Expenses in 2008 included general and administrative expenses, $262,146; research and development, $25,524; and interest expense, $1,800. 

            The major components of 2008 general and administrative expenses were professional and consulting fees, $206,500, of which $140,000 was paid in stock in lieu of cash in 2008 and $50,000 was accrued, but unpaid, at year-end; and officer's salary, $50,000, all of which was accrued, but unpaid, at year end. Research and development expenses of approximately $26,000, were also accrued by us, but unpaid.          

           In 2007, the bulk of the total expenses was for professional and consulting fees, approximately $71,000; officer's salary, $45,000; research and development expenses of $45,000 and impairment expense of $145,000, which resulted from our write-off, as of year end, of product under a supply agreement.                

            Costs and expenses since inception, as a development stage enterprise, were $1,167,102. These costs and expenses consist of Aquamer's costs and expenses from its date of incorporation, February 4, 2000.

**           Net Loss - **Net loss, before taxes, for the year ended December 31, 2008 was $289,470. Net loss before taxes, for the year ended December 31, 2007 was $315,358.           

           Since inception, our losses, through December 31, 2007, have totaled $1,132,411.

           We have not reduced our net loss, for the fiscal year ended December 31, 2008, or for the fiscal year ended December 31, 2007, by any tax benefit, consequently, for both years, our net loss was the same before and after taxes.

           Net loss per share for the year ended December 31, 2008, was $0.01 per share. Net loss per share for the year ended December 31, 2007, was also $0.01.  Per share net losses for 2008, and 2007, were based on 47,005,236 and 28,525,910 weighted average common shares outstanding, respectively.

**Liquidity and Capital Resources**

           As of December 31, 2008, our cash balance was $397.

           As of December 31, 2008, our liabilities, all of which are current liabilities or due in less than one year, totaled $216,628. The liabilities consist of accounts payable for professional services of approximately $71,000; accrued expenses for officer's salary and professional and consulting services, approximately $128,000 and a secured promissory note, including accrued interest, approximately $18,000. 

         On April 13, 2009, we converted $95,000 of accrued expenses payable into common stock. Previously, in March 2008, we had converted $84,000 of accrued expenses payable into common stock.   We intend to meet our cash needs for the next 12 months by the sale of securities or borrowings. We need to raise additional capital in order to pursue our business plan, and the required additional financing may not be available on terms acceptable to us, or at all. No binding commitment for an investment of funds in our company has been made, and a number of factors beyond our control may make any future financings uncertain.  Although, we believe that becoming an independent public company and having our common stock approved for trading on the OTC Bulletin Board, has enhanced our capital raising ability, there is no assurance that we will be able to sell our securities or borrow funds to pursue our business objectives. We will require the infusion of capital to sustain planned growth and continue the process for regulatory approval of the Aquamer products. Failure to raise enough capital to continue clinical trials may hold a significant risk to our shareholders.

           During 2009 and 2010, we plan to initiate clinical trials for the Hydropatella Implant, expand enrollment in our clinical trial for dermatology, file for an Investigational Device Exemption, initiate a small clinical trial for stress urinary incontinence, and file for an Investigational Device Exemption for gastroesophageal reflux disease.  The cost to carry out these activities will be approximately $1,500,000 during the two-year period.  Depending on when the activities commence in 2009, the approximate cost for the fiscal year ending December 31, 2009 will be $400,000. We plan to raise the necessary funds through investment banks and/or private investors. There can be no assurance, however, that we will be successful in raising the necessary capital.

            We are actively pursuing the acquisition of additional patents and licenses for promising and innovative technologies in medical and non-medical fields that have the potential to generate revenues in a relatively short time period. There is no assurance that we will able to complete the acquisition of any such intellectual property.

**Ability to Continue as a Going Concern and Plan of Operation**

           Our financial statements, which are included in this Form 10-K, have been presented on a going concern basis, which contemplates the realization and the satisfaction of liabilities in the normal course of business.  Our liquidity has been adversely affected by losses of approximately $1,132,000 since Aquamer's incorporation date, February 4, 2000, which raises substantial doubt about our ability to continue as a going concern without additional capital contributions and/or achieving profitable operations.  Our management's plan includes raising additional capital either in the form of common stock or convertible securities,  continuing our research and development efforts and pursuing clinical trials to obtain the necessary approvals to market our products, and to acquire additional patents and licenses in both medical and non-medical fields. There can be no assurance, however, that we will be successful in accomplishing our objectives.

**Capital Expenditures**

           In the year ended December 31, 2008, we did not make any capital expenditures and we do not expect to make significant capital expenditures in 2009.

----

**Item 8 - Financial Statements****and Supplementary Data**

**           ** Our audited financial statements for the fiscal years ended December 31, 2008 and December 31, 2007 follow Item 15, beginning at page F-1, following Part IV.

**Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**

**           ** None

**Item 9A - Controls and Procedures**

             **Evaluation of Disclosure Controls and Procedures**

             We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer, chief financial officer/principal accounting officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the annual report on Form 10-K has been made known to him.

             Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

             Based upon an evaluation conducted for the period ended December 31, 2008, Marshall Sterman who served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer) as of December 31, 2008 and as of the date of this Report, has concluded that as of the end of the period covered by this report, we have identified the following material weakness of our internal controls: 

             ·     Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.  **            ** ·     Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

             In order to remedy our existing internal control deficiencies, as soon as our finances permit, we will hire a Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures.

**             Report of Management on Internal Control over Financial Reporting**

             Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.

             Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

             Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

             Management conducted an evaluation and assessed the effectiveness of our internal control over financial reporting as of December 31, 2008, based on the criteria set forth by the Committee of Sponsoring Organizations of Treadway Commission *in Internal Control – Integrated Framework*. Based on that assessment, management concluded that, as of December 31, 2008, our internal control over financial reporting was not effective because of limited staff and the need for a full-time chief financial officer.

             This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

**             Changes in Internal Control over Financial Reporting*** *

             We have not yet made any changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

**Item 9B - Other Information**

            None

----

**PART III**

**Item 10 - Directors, Executive Officers and Corporate Governance**

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

| **Name**         |   | **Age** |   | **Positions**                                                             |
|------------------|--------|---------|--------|---------------------------------------------------------------------------|
|                  |   |         |   |                                                                           |
| Marshall Sterman |   | 77      |   | President, Chief Executive Officer, Chief Financial Officer, and Director |
| Steven Preiss    |   | 53      |   | Director                                                                  |

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

         **   **The following is a brief description of the backgrounds of our director and executive officers.

**            ****Marshall Sterman** has served as the President and a member of the Board of Directors of our Company since August 25, 2006, at which time it was a wholly owned subsidiary of Bellacasa. Mr. Sterman has continued as President and Director of Aquamer since it became an independent public company by virtue of the spin-off by Bellacasa to its shareholders on March 5, 2007.  Since 1986, Mr. Sterman has been the President of The Mayflower Group, LTD., a merchant banking firm.  Mr. Sterman also is a member of the Board of Directors of Andover Medical, Inc., and serves as Chairman of WiFiMed Holdings Company, Inc. (formerly Bellacasa) and Chairman of Medical Solutions Management, Inc.  Mr. Sterman was granted a B.A. from Brandeis University and MBA from Harvard University.

**            ****Steven Preiss** was an officer and director of Aquamer since its formation in 2000. He remained an officer and director when it was acquired by Bellacasa in January 2005. On September 20, 2005, he resigned his executive positions and continued to serve as a Director. After Aquamer became an independent public company by virtue of the spin-off by Bellacasa to its shareholders on March 5, 2007, he continued as an Aquamer director and the Company's research coordinator. Mr. Preiss, with more than 20 years experience in the field of regulatory/clinical affairs in both the pharmaceutical and medical device industries, has been Vice President of Corporate Regulatory and Business Operations for Synteract, Inc., a clinical research organization, from 2001 to the present. He had previously been Vice President of Clinical and Regulatory Affairs for UroSurge, Inc., a medical device company, from 1997 to 2001. From 1995 to 1997, Mr. Preiss was President and Chief Executive Officer of CPROS, a device and pharmaceutical regulatory and clinical affairs consulting firm.  He has held senior positions at Bio-Pharm Clinical Services, a clinical research organization, and was Vice President of Clinical Programs and Data Management, at Ioptex Research, Inc., a medical device company and subsidiary of Smith & Nephew, Inc. He also held positions at the biotechnology company Vestar Inc. and Sterling Drug, Inc. Mr. Preiss holds a B.S. in chemistry from St. Lawrence University and has completed graduate work in computer science at Union College.

**Board of Directors and Committees**

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

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

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

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

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

**            ** Section 16(a) of the Exchange Act, as amended requires the Company's directors and officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

**            **We believe that all required filings had been made for the year ended December 31, 2008.

**Code of Business Conduct**

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

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

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

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

**Item 11 - Executive Compensation**

**Summary Compensation Table**

**           ** The following table provides summary information for the fiscal years 2006, 2007 and 2008 concerning cash and non-cash compensation paid or accrued by us to, or on behalf of, Marshall Sterman, our President and Director and Steven Preiss, our Research Coordinator and member of our Board of Directors.

|   | **Summary Compensation Table**                         |
|--------|--------------------------------------------------------|
|   |                                                   |   |   | **Annual Compensation** | **Awards** |   | **Payouts** |   |   |
|   |                                                   |   |   |  |  |   |  |   |   |
|   | **Name and            Principal Position**             |   | **Year** |   | **Salary** |   | **Bonus** |   | **Other            Annual****Compensation** |   | **Restricted            Stock             Awards** |   | **Securities            Underlying             Options/LTIP**** SARs Payouts** |   | **All            Other**** Compensation** |
|   |                                                        |   |  |   |  |   |  |   |  |   |  |   |  |   |  |
|   | Marshall Sterman           President and Director |   | 2006 |   | $           0 |   | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
|   |                                                   | 2007 |   | 45,000 | (1) | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
|   |                                                   | 2008 |   |               50,000 | (2) | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
|   |                                                   |   |   |   |   |   |  |  |  |  |  |  |  |  |  |
|   | Steven Preiss                                          |   | 2006 |   | 0 |   | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
|   |     Research Coordinator and Director   |   | 2007 |   | 45,000 | (3) | 0 |  | 0 |  | 0 |  | 0 |  | 0 |
|   |                                                   |   | 2008 |   | 25,524 | (4) | 0 |  | 0 |  | 0 |  | 0 |  | 0 |

            (1) Salary was accrued but unpaid as of December 31, 2007. In 2008, Mr. Sterman received 4,500,000 shares, valued at $45,000, in lieu of cash payment.

            (2) In 2008, Mr. Sterman received 1,500,000 shares, valued at $15,000, in lieu of cash payment. An additional $35,000 was accrued but unpaid at December 31, 2008. In April 2009, payment was made in shares for salary previously accrued but unpaid.

            (3) Of this amount, $35,423 was applied to payment of a loan from the Company of $29,000 plus accrued interest of $6,524. The balance of $9,476 was accrued but unpaid as of December 31, 2007 and remained unpaid as of December 31, 2008. In April 2009, payment was made in shares, in lieu of cash payment of $9,476.

            (4) This amount was accrued but also unpaid at December 31, 2008. In April 2009 payment was made in shares, in lieu of cash payment of $25,524.

**Directors' Compensation**

**            ** Directors who are also employees receive no additional compensation for attendance at board meetings. Our directors will be reimbursed for reasonable expenses incurred in attending meetings. No directors' fees have been paid to date.

**Stock Option Plan**

            We do not have a stock option plan.

**Employment Agreements**

**           ** We are not a party to any employment agreements.

** Item 12 - Security Ownership of Certain Beneficial Owners and Management**

            As of April 15, 2008, there were 89,729,126 shares of our common stock issued and outstanding. None of our preferred stock has been issued. 

**           ** The following table describes certain information regarding certain individuals who beneficially owned our common stock on April 15, 2008. In general, a person is considered a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

**           ** The individuals included in the following table are people who we know beneficially own or exercise voting control over 5% or more of our common stock; each of our officers and directors; and all executive officers and directors as a group.

| **Name and address**                                                                     |   | **Common**** Shares**** Owned** |   | **% Common            Shares****Owned** |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------|--------|-----------------------------------------|
|                                                                                          |   |                                           |   |                                         |
| Marshall Sterman                                                                         |   | 12,096,852                                | (1)    |                                    | 13.5% |   |
| c/o Aquamer Medical Corp.            510 Turnpike St.            North Andover, MA 01845 |   |                                      |   |                                    |   |   |
| Officer and Director                                                                     |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |
| Steven Preiss                                                                            |   | 11,476,376                                |   |                                    | 12.8% |   |
| c/o Aquamer Medical Corp.                                                                |   |                                      |   |                                    |   |   |
| 510 Turnpike Street                                                                      |   |                                      |   |                                    |   |   |
| North Andover, MA 01845                                                                  |   |                                      |   |                                    |   |   |
| Director                                                                                 |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |
| FPM QTIP Trust                                                                           |   |      15,000,000       |   |                                    |               16.7% |   |
| Peter Johnson, Trustee                                                                   |   |                                      |   |                                    |   |   |
| Nixon Peabody LLP                                                                        |   |                                      |   |                                    |   |   |
| 100 Summer Street                                                                        |   |                                      |   |                                    |   |   |
| Boston, MA 02110                                                                         |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |
| Maria DeVito                                                                             |   | 8,976,375                                 |   |                                    | 10.0% |   |
| 116 Bridges Lane                                                                         |   |                                      |   |                                    |   |   |
| North Andover, MA 01845                                                                  |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |
| Harry Pack                                                                               |   | 8,964,298                                 |   |                                    |               10.0% |   |
| 2789 NE 5th St.                                                                          |   |                                      |   |                                    |   |   |
| Pompano Beach, FL33062                                                                   |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |
| Patricia Jenkins                                                                         |   | 4,519,765                                 |   |                                    | 5.0% |   |
| 30 Coachman's Lane                                                                       |   |                                      |   |                                    |   |   |
| North Andover, MA 01845                                                                  |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |
| All Officers and Directors                                                               |   | 23,573,228                                |   |                                    | 26.3% |   |
| (-2- persons) as a group                                                                 |   |                                      |   |                                    |   |   |
|                                                                                     |   |                                      |   |                                    |   |   |

            (1) Includes 288,799 shares owned by Mr. Sterman's spouse; and 288,799 shares owned by The Mayflower Group, LTD.

            **           ****Indemnification of Directors and Officers**

**           ** Our Certificate of Incorporation and Bylaws indemnify our directors and officers to the fullest extent permitted by Delaware corporation law.  Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons, we are aware that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is unenforceable.

** Item 13 - Certain Relationships and Related Party Transactions**

** Marshall Sterman - President and Chairman**

            For the period April 1, 2007 through December 31, 2007, we accrued $45,000 as compensation expense for Mr. Sterman's services as President and Chairman. As of December 31, 2007, a balance of $45,000 had been accrued but remained unpaid. In March 2008, we issued to Mr. Sterman 6,000,000 shares of our common stock, which were valued at $60,000 as payment of the accrued salary of $45,000 and additional salary of $15,000 through March 31, 2008. For the remainder of 2008, we accrued an additional $35,000, which was unpaid as of December 31, 2008. In April 2009, we issued to Mr. Sterman 7,000,000 shares of common stock, which were valued at $35,000 in lieu of a cash payment of that amount.           

**Steven Preiss - Research Coordinator and Director**

            For the period April 1, 2007 through December 31, 2007, we accrued, as research and development expense, $45,000 for the services of Mr. Preiss as our research coordinator. Of the $45,000, which was accrued, $35,423 was applied as payment of a loan from the Company of $29,000 with accrued interest on that loan of $6,523. The balance of $9,477 remained accrued but unpaid as of December 31, 2007. In 2008, we accrued an additional $25,533 for the research services of Mr. Preiss, which resulted in a balance of $35,000 owed to Mr. Preiss on December 31, 2008. In April 2009, we issued to Mr. Preiss 7,000,000 shares of common stock, which were valued at $35,000 in lieu of a cash payment of that amount.           

            Aquamer.

**Item 14 - Principal Accountant Fees and Services**

            For fiscal years 2007 and 2008, our principal accountant, Michael F. Cronin, CPA, provided audit services and billed us $3,000 and $2,500, respectively. The only professional services rendered by Michael F. Cronin, CPA were audit services. He did not provide audit-related services, tax services or other services during the two fiscal years.

----

**PART IV**

**Item 15** - **Exhibits, Financial Statement Schedules**

See Exhibit Index attached to this Form 10-K.

----

**Financial Statements**

**AQUAMER MEDICAL CORP. **      (a development stage company)**Table of Contents**

| **Report of Independent Registered Public Accounting Firm**                                                                               |   | F-2    |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                      |   |   |
| **Financial Statements**                                                                                                                  |   |   |
|                                                                                                                                      |   |   |
|        Balance Sheet as of December 31, 2008 and December 31, 2007                                     |   | F-3    |
|                                                                                                                                      |   |   |
|        Statements of Operations for the years ended December 31, 2008 and                              |   | F-4    |
|             December 31, 2007 and for the period from inception (February 4, 2000) |   |   |
|             through December 31, 2008                                              |   |   |
|                                                                                                                                      |   |   |
|        Statements of Stockholders' Deficiency from inception (February 4, 2000)                        |   | F-5    |
|             through December 31, 2008                                              |   |   |
|                                                                                                                                      |   |   |
|        Statements of Cash Flows for the years ended December 31, 2008 and                              |   | F-6    |
|             December 31, 2007 and for the period from inception (February 4, 2000) |   |   |
|             through December 31, 2008                                              |   |   |
|                                                                                                                                      |   |   |
| **       ** Notes to Financial Statements                                                              |   | F-7    |
|                                                                                                                                      |   |   |

 F-1

----

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

Board of Directors    Aquamer Medical Corp.

           I have audited the accompanying balance sheet of Aquamer Medical Corp., a development stage company, (the "Company") as of  December 31, 2008 and December 31, 2007 and the related statements of operations, cash flows and stockholders' deficiency for the years ended December 31, 2008 and 2007 and for the cumulative development stage period of February 4, 2000 through December 31, 2008. The financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

           I conducted my audits in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.  My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, I express no such opinion.  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. I believe that my audit provides a reasonable basis for my opinion.

           In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aquamer Medical Corp. as of December 31, 2007 and December 31, 2008 and the results of its operations, its cash flows and changes in stockholders' deficiency for the years ended December 31, 2008 and 2007 and for the cumulative development stage period of February 4, 2000 (inception) through December 31, 2008 in conformity with accounting principles generally accepted in the United States.

           The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in *Note 11* to the financial statements, the Company has experienced net operating losses since inception totaling approximately $1,132,000. This raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are described in *Note 11*. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
| /s/ Michael F. Cronin       |
|-----------------------------|
|                             |
| Michael F. Cronin           |
| Certified Public Accountant |
| Orlando, Florida            |
| April, 15, 2009             |

F-2

----

**AQUAMER MEDICAL CORP.**      (a development stage company)

** Balance Sheet**

|                                                                                                                                                                                                                                                            |   |  **December 31,**** 2008**** ** |   |   |   | **December 31,              2007** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|--------|--------|--------|----------------------------------------------|--------|
|                                                                                                                                                                                                                                                            |   |                                           |   |   |   |
| **Assets**                                                                                                                                                                                                                                                      |   |                                                |   |   |   |                                              |   |
| Current assets:                                                                                                                                                                                                                                                 |   |                                           |   |   |   |                                         |   |
|      Cash                                                                                                                                                                                                                                   | $      | 397                                            |   |   | $      | 1,773                                        |   |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
|             Total current assets                                                                                                                                                                    |   | 397                                            |   |   |   | 1,773                                        |   |
|                                                                                                                                                                                                                                                            |   |                                           |   |   |   |                                         |   |
| Property and equipment, net of accumulated depreciation, $6,900                                                                                                                                                                                                 |   |  -                                        |   |   |   | -                                            |   |
| Patents                                                                                                                                                                                                                                                         |   | 100,000                                        |   |   |   | -                                            |   |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
|                                                                                                                                                                                                                                                            | $      |  100,397                                  |   |   | $      | 1,773                                        |   |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
| **                            Liabilities and Stockholders' Deficiency**                                                 |   |                                           |   |   |   |                                         |   |
| Current liabilities:                                                                                                                                                                                                                                            |   |                                           |   |   |   |                                         |   |
|       Accounts payable                                                                                                                                                                                                                 | $      | 73,503                                         |   |   | $      | 70,133                                       |   |
|       Accrued expenses payable                                                                                                                                                                                                         |   | 128,126                                        |   |   |   | 95,902                                       |   |
|       Secured convertible note payable                                                                                                                                                                                                 |   |  -                                        |   |   |   |  15,000                                 |   |
|       Secured note payable                                                                                                                                                                                                             |   | 15,000                                         |   |   |   | -                                            |   |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
|             Total current liabilities                                                                                                                                                               |   | 216,629                                        |   |   |   | 181,035                                      |   |
|                                                                                                                                                                                                                                                            |   |                                           |   |   |   |                                         |   |
| Stockholders' deficiency                                                                                                                                                                                                                                        |   |                                           |   |   |   |                                         |   |
|      Preferred stock,                                                                                                                                                                                                                       |   |                                           |   |   |   |                                         |   |
|        10,000,000 shares authorized, none issued                                                                                                                                                                                  |   |  -                                        |   |   |   | -                                            |   |
|      Common stock, $.0001 par value                                                                                                                                                                                                         |   |                                           |   |   |   |                                         |   |
|         200,000,000 shares authorized                     54,004,176 shares, issued and outstanding                     (28,754,176 in 2007) |   | 5,400                                          |   |   |   | 2,875                                        |   |
|      Additional paid-in capital                                                                                                                                                                                                             |   |     1,010,779                   |   |   |   | 660,804                                      |   |
|      Deficit accumulated during development stage                                                                                                                                                                                           |   |  (1,132,411                               | )      |   |   | (842,941                                     | )      |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
|             Total stockholders' deficiency                                                                                                                                                          |   |  (116,232                                 | )      |   |   | (179,262                                     | )      |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
|                                                                                                                                                                                                                                                            | $      |  100,397                                  |   |   | $      | 1,773                                        |   |
|                                                                                                                                                                                                                                                            |   |                                                |   |   |   |                                              |   |
|                                                                                                                                                                                                                                                            |   |                                           |   |   |   |                                         |   |   |
|                                                                                                                                                                                                                                                            |   |                                           |   |   |   |                                         |   |   |

See accompanying notes to financial statements.

F-3

----

**AQUAMER MEDICAL CORP.**     (a development stage company)

** Statements of Operations **

|                                                                   |   |   |       |   |   | **Year ended**                                |       |    |   | ** February 4,              2000**** (inception)**** through**** December 31,             2008** |       |    |   |   |
|------------------------------------------------------------------------|--------|--------|------------|--------|--------|----------------------------------------------------|------------|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------|------------|---------|--------|--------|
|                                                                   |   |   |       |   |   |                                                    |       |    |   |                                                                                                                                |       |    |   |
|                                                                   |   |   |       |   |   | **  December 31,             2008** |       |    |   | ** December 31,             2007**                                                                                        |       |    |   |   |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |            |    |   |   |   |
|   Revenue                                                         |   | $      | -          |   |   | $                                                  | -          |    |   | $                                                                                                                                   | -          |    |   |   |   |
|                                                                   |   |   |       |   |   |                                               |       |    |   |                                                                                                                                |       |    |   |   |   |
|   Costs and expenses:                                             |   |   |       |   |   |                                               |       |    |   |                                                                                                                                |       |    |   |   |   |
|       General and administrative              |   |   | 262,146    |   |   |                                               | 125,412    |    |   |                                                                                                                                | 745,959    |    |   |   |   |
|       Research and development                |   |   | 25,524     |   |   |                                               | 45,000     |    |   |                                                                                                                                | 276,645    |    |   |   |   |
|       Depreciation                            |   |   | -          |   |   |                                               | -          |    |   |                                                                                                                                | 6,900      |    |   |   |   |
|       Interest, net of interest income        |   |   | 1,800      |   |   |                                               | (54        | )  |   |                                                                                                                                | (7,402     | )  |   |   |   |
|       Impairment of  purchase commitment |   |   | -          |   |   |                                               | 145,000    |    |   |                                                                                                                                | 145,000    |    |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |            |    |   |   |   |
|       Total costs and expenses                |   |   | 289,470    |   |   |                                               | 315,358    |    |   |                                                                                                                                | 1,167,102  |    |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |            |    |   |   |   |
|   Loss before other income and income taxes                       |   |   | (289,470   | )      |   |                                               | (315,358   | )  |   |                                                                                                                                | (1,167,102 | )       |   |   |   |
|                                                                   |   |   |       |   |   |                                               |       |    |   |                                                                                                                                |       |    |   |   |   |
|   Income from forgiveness of related party debt                   |   |   | -          |   |   |                                               | -          |    |   |                                                                                                                                | 34,691     |    |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |            |    |   |   |   |
|   Loss before income taxes                                        |   |   | (289,470   | )      |   |                                               | (315,358   | )       |   |                                                                                                                                | (1,132,411 | )       |   |   |   |
|   Income taxes                                                    |   |   | -          |   |   |                                               | -          |    |   |                                                                                                                                | -          |    |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |            |    |   |   |   |
|   Deficit accumulated during development stage                    |   | $      | (289,470   | )      |   | $                                                  | (315,358   | )  |   | $                                                                                                                                   | (1,132,411 | )       |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |            |    |   |   |   |
|   Basic and diluted loss per share                                |   | $      | (0.01      | )      |   | $                                                  | (0.01      | )       |   |                                                                                                                                |       |    |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |       |    |   |   |   |
|   Weighted average number of shares outstanding                   |   |   | 47,005,236 |   |   |                                               | 28,525,910 |    |   |                                                                                                                                |       |    |   |   |   |
|                                                                   |   |   |            |   |   |                                               |            |    |   |                                                                                                                                |       |    |   |   |   |
|                                                                   |   |   |       |   |   |                                               |       |    |   |                                                                                                                                |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                        |        |        |            |        |        |                                                    |            |         |        |                                                                                                                                     |            |         |        |        |  |  |  |  |  |  |  |  |  |  |  |  |  |

See accompanying notes to financial statements.

F-4

----

| **AQUAMER MEDICAL CORP.**                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------|
| (a development stage company)                                                                                                                      |
|                                                                                                                                               |
| **Statements of Cash Flows**                                                                                                                       |
|                                                                                                                                               |
|                                                                                                                                               |   | **Year Ended****December 31,**** 2008** |   |   |   | **Year Ended**** December 31,             2007**** ** |   |   |   | ** February 4,             2000**** (inception)**** through****December 31,**** 2008** |   |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |
| Cash flows from operating activities:                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |
|    Deficit accumulated during development stage                                                                                          | $ | (289,470 | ) |   |  $ | (315,358 | )  |   |  $ | (1,132,411 | ) |
| Adjustments to reconcile deficit accumulated during                development stage to net cash used in operating activities: |   |   |   |   |   |   |   |   |   |   |   |
|             Depreciation                                                                    |   | - |   |   |   | - |   |   |   | 6,900 |   |
|             Expenses paid by issuance of common stock                                       |   | 170,000 |   |   |   | 2,500 |   |   |   | 398,002 |   |
|             Change in operating assets and liabilities:                                     |   |   |   |   |   |   |   |   |   |   |   |
|                Decrease (increase) in prepaid expenses and other assets      |   | - |   |   |   | 34,753 |   |   |   | (106,001 | ) |
|                Increase in accounts payable and accrued expenses             |   | 100,594 |   |   |   | 119,055 |   |   |   | 309,462 |   |
|                Decrease in prepayments under supply agreement                |   | - |   |   |   | 140,000 |   |   |   | 140,000 |   |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |
|                  Net cash used in operating activities             |   | (18,876 | )  |   |   | (19,050 | ) |   |   | (384,048 | ) |
|                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |
|    Purchase of equipment                                                                                                                 |   | - |   |   |   | - |   |   |   | (6,900 | ) |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |
|                  Net cash used in investing activities             |   | - |   |   |   | - |   |   |   | (6,900 | ) |
|                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |
|    Proceeds from issuance of common stock                                                                                                |   | 17,500 |   |   |   | - |   |   |   | 52,050 |   |
|    Proceeds from issuance of preferred stock                                                                                             |   | - |   |   |   | - |   |   |   | 175,000 |   |
|    Proceeds from issuance of secured convertible note                                                                                    |   | - |   |   |   |  15,000 |   |   |   | 15,000 |   |
|    Repayment of loans to related parties                                                                                                 |   | - |   |   |   | - |   |   |   | (73,500 | ) |
|    Loans from former parent company                                                                                                      |   | - |   |   |   | 5,823 |   |   |   | 213,295 |   |
|    Repayment of related party loans                                                                                                      |   | - |   |   |   | - |   |   |   | 39,500 |   |
|    Loans to Bellacasa Productions, Inc.                                                                                                  |   | - |   |   |   | - |   |   |   | (30,000 | )  |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |
|                 Net cash generated by financing activities              |   | 17,500 |   |   |   | 20,823 |   |   |   | 391,345 |   |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |
| Change in cash                                                                                                                                     |   | (1,376 | )  |   |   | 1,773 |   |   |   | 397 |   |
|                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |
| Cash at beginning of period                                                                                                                        |   | 1,773 |   |   |   | - |   |   |   | - |   |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |
| Cash at end of period                                                                                                                              | $ | 397 |   |   |  $ | 1,773 |   |   |  $ | 397 |   |
|                                                                                                                                               |   |  |   |   |   |  |   |   |   |  |   |

See accompanying notes to financial statements.

F-5

----

| **AQUAMER MEDICAL CORP.**                 |
|-------------------------------------------|
| (a development stage company)             |
|                                      |
| **Statement of Stockholders' Deficiency** |

|                                                                                                                    |   | **Preferred A** |   |   | **Preferred B**                |   |   | **Common** |   |   | **Deficit            Accumulated            During**** Development**** Stage** |   |
|-------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|--------|--------------------------------|--------|--------|------------|--------|--------|------------------------------------------------------------------------------------------|--------|
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                     |
|                                                                                                                    |   | **Shares**      |   |   | **Par             Value** |   |   | **Shares** |   |   | **Par             Value**                                                           |   |   | **Shares** |   |   | **Common             Stock             Amount** |   |   | **Additional             Paid-In             Capital** |   |   |   |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at February 4, 2000 (inception)                                                                                 |   | 0               |   | $      | 0                              |   |   | 0          |   | $      | 0                                                                                        |   |   | 0 |   | $ | 0 |   | $ | 0 |   | $ | 0 |   |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Series A Preferred issued for cash,                Feb 2000 @ $.01 per share                             |   | 9,000,000       |   |   | 900                            |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   | 99,100 |   |   |   |   |
| Contributed capital                                                                                                     |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   | 50 |   |   |   |   |
| Series B Preferred issued for services,                Jun 2000 @ fair value - $.25 per share            |   |            |   |   |                           |   |   | 108,800    |   |   | 11                                                                                       |   |   |   |   |   |   |   |   | 27,189 |   |   |   |   |
| Series B Preferred issued for cash,                Sep 2000 @ $.25 per share                             |   |            |   |   |                           |   |   | 700,000    |   |   | 70                                                                                       |   |   |   |   |   |   |   |   | 174,930 |   |   |   |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (154,940 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2000                                                                                            |   | 9,000,000       |   |   | 900                            |   |   | 808,800    |   |   | 81                                                                                       |   |   | 0 |   |   | 0 |   |   | 301,269 |   |   | (154,940 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (39,806 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2001                                                                                            |   | 9,000,000       |   |   | 900                            |   |   | 808,800    |   |   | 81                                                                                       |   |   | 0 |   |   | 0 |   |   | 301,269 |   |   | (194,746 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (111,482 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2002                                                                                            |   | 9,000,000       |   |   | 900                            |   |   | 808,800    |   |   | 81                                                                                       |   |   | 0 |   |   | 0 |   |   | 301,269 |   |   | (306,228 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Conversion to common stock                                                                                              |   | (9,000,000      | )      |   | (900                           | )      |   | (808,800   | )      |   | (81                                                                                      | )      |   | 9,808,800 |   |   | 981 |   |   | 0 |   |   |   |   |
| Issued in settlement of related party amounts,                Jan 2003 for actual costs @ $.03 per share |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 99,500 |   |   | 10 |   |   | 3,125 |   |   |   |   |
| Shares issued in connection with stock split,                Sep 2003                                    |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 13,677,348 |   |   | 1,368 |   |   | (1,368 | ) |   |   |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (3,921 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2003                                                                                            |   | 0               |   |   | 0                              |   |   | 0          |   |   | 0                                                                                        |   |   | 23,585,648 |   |   | 2,359 |   |   | 303,026 |   |   | (310,149 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Shares issued for cash,                Sep/Oct 2004 @ $.0375 per share                                   |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 920,000 |   |   | 92 |   |   | 34,408 |   |   |   |   |
| Shares issued in connection with stock split,                Oct 2004                                    |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 318,500 |   |   | 31 |   |   | (32 | ) |   |   |   |
| Shares issued for consulting services,                Oct 2004 for fair value @ $.0375 per share         |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 3,680,000 |   |   | 368 |   |   | 137,632 |   |   |   |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (143,417 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2004                                                                                            |   | 0               |   |   | 0                              |   |   | 0          |   |   | 0                                                                                        |   |   | 28,504,148 |   |   | 2,850 |   |   | 475,034 |   |   | (453,566 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (30,931 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2005                                                                                            |   | 0               |   |   | 0                              |   |   | 0          |   |   | 0                                                                                        |   |   | 28,504,148 |   |   | 2,850 |   |   | 475,034 |   |   | (484,497 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (43,086 | )  |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2006                                                                                            |   | 0               |   |   | 0                              |   |   | 0          |   |   | 0                                                                                        |   |   | 28,504,148 |   |   |      2,850 |   |   | 475,034 |   |   | (527,583 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Fractional shares issued in spin-off, March 2007                                                                        |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 28 |   |   |   |   |   |   |   |   |   |   |
| Shares issued for licensing fee,                                                                                        |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      Nov 2007 for fair value @$0.01 per share                                                       |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 250,000 |   |   | 25 |   |   | 2,475 |   |   |   |   |
| Contribution of capital by former parent                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   | 183,295 |   |   |   |   |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   | (315,358 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Balance at December 31, 2007                                                                                            |   | 0               |   |   | 0                              |   |   | 0          |   |   | 0                                                                                        |   |   | 28,754,176 |   |   | 2,875 |   |   | 660,804 |   |   | (842,941 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Shares issued for services                                                                                              |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      Mar 2008 for fair value @$0.01 per share                                                       |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 11,500,000 |  |  | 1,150 |  |  | 113,850 |  |  |  |  |
| Shares issued for patent                 Mar 2008 for fair value @$0.01 per share                   |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 10,000,000 |  |  | 1,000 |  |  | 99,000 |  |  |  |  |
| Shares issued for services               Jul 2008 for fair value @$0.06 per share                   |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 2,000,000 |  |  | 200 |  |  | 119,800 |  |  |  |  |
| Shares issued for cash                                                                                                  |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |  |  |  |  |  |  |  |  |  |  |  |
|      Aug 2008 @$0.01 per share                                                                      |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   | 1,750,000 |  |  | 175 |  |  | 17,325 |  |  |  |  |
| Net Loss                                                                                                                |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |  |  |  |  |  |  |  |  |  | (289,470 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |  |  |  |  |  |  |  |  |  |  |
| Balance at December 31, 2008                                                                                            |   | 0               |   |   | 0                              |   |   | 0          |   |   | 0                                                                                        |   |   | 54,004,176 |  | $ | 5,400 |  | $ | 1,010,779 |  | $ | (1,132,411 | ) |
|                                                                                                                    |   |                 |   |   |                                |   |   |            |   |   |                                                                                          |   |   |  |   |   |  |   |   |  |   |   |  |   |
|                                                                                                                    |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                    |   |            |   |   |                           |   |   |       |   |   |                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |

See accompanying notes to financial statements.

F-6

----

**AQUAMER MEDICAL CORP.**     (a development stage company)     Notes to Financial Statements    Year Ended December 31, 2008

**Note 1 - Organization**

**             ** Aquamer Medical Corp. ("Aquamer" or the "Company") was formed as a Delaware corporation on February 4, 2000, for the purpose of developing medical products, using water-based tissue-bulking technology, for the fields of dermatology, gastroenterology and urology.

**             ** On January 26, 2005, pursuant to a stock purchase agreement and share exchange among Bellacasa Productions, Inc. ("Bellacasa"), Aquamer, and the shareholders of Aquamer, Bellacasa purchased all of the outstanding shares of Aquamer through the issuance of 28,504,148 shares of Bellacasa common stock directly to the Aquamer shareholders. Pursuant to the agreement, Aquamer became a wholly owned subsidiary of Bellacasa.

**             ** On March 5, 2007, the Company's parent, Bellacasa Productions, Inc., distributed all of the outstanding common stock of Aquamer to the shareholders of Bellacasa on a pro-rata basis, whereby Bellacasa shareholders received .7219996 shares of Aquamer common stock for each share of Bellacasa common stock held as of the record date, February 2, 2007. Bellacasa transferred all of its assets to Aquamer and contributed capital to Aquamer equivalent to the total of all sums owed by Aquamer to Bellacasa, which as of March 5, 2007 was approximately $183,000.

            In March  2008, the Company acquired all patent rights for the *Hydropatella Implant,* which pertains to a patella (kneecap) made of a hydrogel, which can be implanted in a surgical procedure to replace the damaged natural patella of a subject or as part of a component system for a total knee replacement

**Note 2 - Summary of Significant Accounting Policies**

**             ****Basis of Presentation:** The financial statements have been presented in a "development stage" format. Since inception, the activities of Aquamer have consisted primarily of organizational and equity fund raising activities. The Company has not commenced principal revenue producing activities.  

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

**             ****Cash and Cash Equivalents:** For financial statement presentation purposes, those short-term, highly liquid investments with original maturities of three months or less are considered to be cash or cash equivalents.

**             ****Property and Equipment:** Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally five years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. Depreciation expense was $0 and $0 for fiscal years 2008 and 2007.

**             ****Valuation of Long-lived Assets:** The recoverability of long-lived assets, including equipment, goodwill and other intangible assets, is reviewed when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

**             ****Fair Value of Financial Instruments:** Statements of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2008. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values. These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. 

**             ****Stock Based Compensation:**

**             ** On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.

**             ** Prior to January 1, 2006, the Company accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations, and would typically recognize no compensation expense for stock option grants if options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

**             ** The Company adopted SFAS 123(R) using the "modified prospective" method, which results in no restatement of prior period amounts. Under this method, the provisions of SFAS 123(R) apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The Company calculates the fair value of options using a Black-Scholes option pricing model. There are currently no outstanding options subject to future vesting, therefore, no charge is required for the years ended December 31, 2008 and 2007. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, SFAS 123(R) required a modification to the Company's calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt SFAS 123(R) using the "modified prospective" method, disclosure of pro forma information for periods prior to adoption must continue to be made.

**             ****Earnings per Common Share:**

**             ** Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of the Company's secured convertible note payable. The Company had no outstanding stock options at December 31, 2008 and December 31, 2007. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would have been anti-dilutive for the periods presented.

**             ****Accounting for Obligations and Instruments Potentially to be Settled in the Company's own Stock:** The Company accounts for obligations and instruments potentially to be settled in the Company's stock in accordance with EITF Issue No. 00-19, *"Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled In a Company's Own Stock*.*"* This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock.

**             ** Under EITF Issue No. 00-19 contracts are initially classified as equity or as either assets or liabilities, in the following situations:

**             ****Equity**                   · Contracts that require physical settlement or net-share settlement; and                   · Contracts that give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), assuming that all the criteria for equity classification have been met.

**             ****Assets or Liabilities**                   · Contracts that require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company); and                   · Contracts that give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

**             ** All contracts are initially measured at fair value and subsequently accounted for based on the current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date.

**             ** In accordance with EITF Issue No. 00-19, a transaction which includes a potential for net-cash settlement, including liquidated damages, requires that derivative financial instruments, including warrants and additional investment rights, initially be recorded at fair value as an asset or liability and subsequent changes in fair value be reflected in the statement of operations. The recorded value of the liability for such derivatives can fluctuate significantly based on fluctuations in the market value of the underlying common stock of the issuer of the derivative instruments, as well as in the volatility of the stock price during the term used for observation and the remaining term.

**             ****Warrant Derivative Liabilities**                     

**             ** The Company accounts for warrants issued in connection with financing arrangements in accordance with EITF Issue No. 00-19, *"Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock*.*"* Pursuant to EITF Issue No. 00-19, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as a derivative liability. The fair value of warrants classified as derivative liabilities is adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded in current period earnings.

            In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 141 (Revised 2007), *Business Combinations* (“SFAS 141R”). SFAS 141R provides additional guidance on improving the relevance, representational faithfulness, and comparability of the financial information that a reporting entity provides in its financial reports about a business combination and its effects. 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.

            In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 160, *Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51* (“SFAS 160”). SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the impact of adopting SFAS 160 on our financial statements.

            In May 2008, the FASB issued SFAS No. 162, “*The Hierarchy of Generally Accepted Accounting Principles.*”  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  SFAS 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 Company is currently evaluating the impact of SFAS 162 on its financial statements but does not expect it to have a material effect.

            Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

**Note 3 - Income Taxes**

**             ** The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

**             ** Deferred income taxes are recorded in accordance with SFAS No. 109, "*Accounting for Income Taxes*," or SFAS 109. Under SFAS No. 109, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. SFAS 109 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of net deferred tax assets is dependent upon the Company generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carry-forwards.

**             ** Management has determined it more likely than not that these timing differences will not materialize and has provided a valuation allowance against substantially all of the net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If the assessment of the deferred tax assets or the corresponding valuation allowance were to change, then the related adjustment to income would be recorded during the period in which the determination was made. The tax rate may also vary based on the Company's results and the mix of income or loss in domestic and foreign tax jurisdictions in which the Company operates.

**             ** In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on its estimate of whether, and to the extent to which, additional taxes will be due. If it is ultimately determined that payment of these amounts is unnecessary, the liability will be reversed and a tax benefit will be recognized during the period in which it is determined that the liability is no longer necessary. An additional charge will be recorded in the provision for taxes in the period in which it is determined that the recorded tax liability is less than the ultimate assessment is expected to be.

**             ** The Company has approximately $539,000 in net operating loss carryovers available to reduce future income taxes. These carryovers expire at various dates through the year 2028. The Company has adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Management has determined that it more likely than not that the net operating loss carry-forwards will not be utilized; therefore a valuation allowance against the related deferred tax asset has been provided. A summary of the deferred tax asset as of December 31, 2008, and December 31, 2007, is as follows:

|                                                                             |   | **2008**                                                        |   |   | **2007**                                                        |   |
|----------------------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|--------|-----------------------------------------------------------------|--------|
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| The provision (benefit) for income taxes consists of the following:              |   |                                                            |   |   |                                                            |   |
|   Currently payable:                                                        |   |                                                            |   |   |                                                            |   |
|      Federal                                                 |   | $           0 |   |   | $           0 |   |
|      State                                                   |   | 0                                                               |   |   | 0                                                               |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Total currently payable                                                          |   | 0                                                               |   |   | 0                                                               |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
|   Deferred:                                                                 |   |                                                            |   |   |                                                            |   |
|      Federal                                                 |   | (10,000                                                         | )      |   | 101,000                                                         |   |
|      State                                                   |   | (10,000                                                         | )      |   | 24,000                                                          |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Total deferred                                                                   |   | (20,000                                                         | )      |   | 125,000                                                         |   |
| Less: increase in allowance                                                      |   | 20,000                                                          |   |   | (125,000                                                        | )      |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Net deferred                                                                     |   | 0                                                               |   |   | 0                                                               |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Total income tax provision (benefit)                                             |   | $           0 |   |   | $           0 |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
|                                                                             |   |                                                            |   |   |                                                            |   |
|                                                                             |   | **2008**                                                        |   |   | **2007**                                                        |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Individual components of deferred taxes are as follows:                          |   |                                                            |   |   |                                                            |   |
|   Deferred tax asset arising from net operating loss carry forwards         |   | $205,000                                                        |   |   | 158,000                                                         |   |
|   Deferred tax asset arising from accrued expenses                          |   | 0                                                               |   |   | 67,000                                                          |   |
|   Future tax benefit (liability) arising from  depreciation of fixed assets |   | 0                                                               |   |   | 0                                                               |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Total                                                                            |   | 205,000                                                         |   |   | 225,000                                                         |   |
| Less: Valuation allowance                                                        |   | (205,000                                                        | )      |   | (225,000                                                        | )      |
|                                                                             |   |                                                                 |   |   |                                                                 |   |
| Net Deferred Income Taxes                                                        |   | $           0 |   |   | $           0 |   |
|                                                                             |   |                                                                 |   |   |                                                                 |   |

----

**Note 4 - Patents**

**           ** In March 2008, the Company acquired all rights, title and interest in the pending U.S. Patent for the *Hydropatella Implant.*  The invention, which is the subject of the Patent, relates to an improved patella (kneecap) with improved biocompatible properties such as high surface lubricity, reduced component-to-component wear, and drug delivery capabilities. The patent rights were acquired for 10 million shares of the Company's common stock that were valued at $0.01 per share, or a total of $100,000.

            The Company's policy requires a review of the carrying value of long-lived assets, including patents, goodwill, and other intangible assets, on an annual basis, or when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

**Note 5 - Impairment of Purchase Commitment**

**            ** Pursuant to a product supply agreement entered into by Aquamer with Partners in Biomaterials (“PIB”) in October 1999, the Company, in July 2005, prepaid $90,000 for the purchase of hydrogel product, based on poly-N-vinylpyrrolidone, as specified in certain U.S. patents. In December 2005, the Company also paid $20,000 and recorded $30,000 as an account payable, which was paid in January 2006, for additional prepayment under the product supply agreement, which mandated minimum purchases of $50,000 per year.  The $110,000 cash payments and $30,000 additional billing satisfied the Company's purchase obligations for 2003, 2004 and 2005. No date had been set for the manufacturing of the product or delivery of the product to the Company. In January 2007, the Company paid $5,000 and entered into an amendment to its agreement that extended the time to pay the $45,000 balance of the 2006 minimum purchase obligation.

**            ** During the first quarter of 2008, PIB expressed to the Company that it would not deliver the product under the terms of the agreement and that it considered the purchase commitment agreement and patent license agreement to no longer be in effect. The Company had discussed the possibility of a new agreement with PIB and plans to continue discussions with PIB to modify the terms of the agreements. There is no assurance that the Company will be able to renegotiate a new agreement with PIB. The Company has also been in discussions with alternate providers of product with similar chemical characteristics.

            As a consequence of the notification by PIB, the Company determined that as of December 31 , 2007, the carrying value of the asset, *Prepayments under product supply agreement*, had been impaired and the value of the asset was reduced to $0, with a concurrent charge to *Impairment Expense* in the amount of $145,000.

**Note 6 - Due to/from Former Parent Company**

**            ** In September 2004, the Company made a $30,000 non-interest bearing loan to Bellacasa.  Since acquiring Aquamer in January 2005, Bellacasa, which had become the Company's parent and sole shareholder, made advances for the benefit of the Company in the amount of approximately $213,000 resulting in a net balance of approximately $183,000 due Bellacasa by the Company as of March 5, 2007. On March 5, 2007, the Company's then parent, Bellacasa Productions, Inc., distributed all of the outstanding common stock of Aquamer to the shareholders of Bellacasa on a pro-rata basis. Bellacasa transferred all of its assets to Aquamer and contributed capital to Aquamer equivalent to the total of all sums owed by Aquamer to Bellacasa. 

**Note 7** - **Property and Equipment**

**            ** Property and equipment consists of the following:

|                           |   | ** December 31,             2008** |        | ** December 31,             2007** |
|--------------------------------|--------|----------------------------------------------|-------------|----------------------------------------------|
|                           |   |                                              |        |                                              |
| Equipment                      |   | $                                            |  6,900 |                                         |   | $ |  6,900 |   |
| Less: accumulated depreciation |   |     (6,900                    | )           |                                         | (6,900 | ) |
|                           |   |                                              |        |                                              |
|                           |   | $                                            |  0     |                                         |   | $ |  0 |   |
|                           |   |                                              |        |                                              |

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**Note 8 - Secured Note Payable**

**           ** On August 22, 2007, the Company issued a one-year, 12% secured convertible note in the principal amount of $15,000. The note was secured by all of the Company's assets and was convertible, prior to maturity, at the option of the holder, into 375,000 shares of the Company's common stock. The issuance of the note was made in reliance on Section 4(2) of the Securities Act of 1933 and was made without general solicitation or advertising. The convertible note and the common shares into which the note may have been converted were restricted as to transferability.

            On August 22, 2008, upon maturity of the note, the conversion feature expired and the note was renewed for five months with a maturity date of January 22, 2009.

**Note 9** - **Stockholders' Deficiency**

**Capital Structure**

**            ** Effective June 22, 2007, the Company's Certificate of Incorporation was amended to increase the authorized shares of $0.0001 par value common stock from 30 million shares to 200 million shares. The Company is also authorized to issue 10 million shares of preferred stock. As of December 31, 2008 and December 31, 2007, there were 54,004,176 and 28,754,176 shares of common stock issued and outstanding, respectively.  As of December 31, 2008 and December 31, 2007, no preferred shares had been issued.

**Common Stock Issuances**             

            **Issued for Cash**

**           ** In August 2008, the Company issued 1,500,000 and 250,000 shares of its common stock for $15,000 and $2,500, respectively. The shares, which are restricted as to transferability, were issued to two accredited investors in private transactions at $0.01 per share. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration.

**            Issued for Patent**

**           ** On March 24, 2008, the Company issued 10,000,000 shares of its common stock as payment for all rights, title and interest in the pending U.S. Patent for the *Hydropatella Implant* described above in *Note 4 - Patents.*  The shares, which are restricted as to transferability, were valued at $0.01 per share, or a total of $100,000, which was representative of the market value at the date of issuance.**  **The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration.**         **

**            Issued for Services**

**           ** On March 24, 2008, the Company issued 11,500,000 shares of its common stock as payment for services, of which 6,000,000 shares were issued to the Company's president for $60,000 of accrued compensation; and 5,500,000 shares were issued for $55,000 of consulting services, of which $35,000 had been accrued. The shares, which are restricted as to transferability, were valued at $0.01 per share, or a total of $115,000, which was representative of the market value at the date of issuance.**           **

**           ** On July 10, 2008, the Company entered into a one-year financial consulting agreement with an investment banking firm. The Company issued 2,000,000 shares of its common stock as consideration for the agreement. The shares, which are restricted as to transferability, were valued at $120,000, or $0.06 per share, which was the last closing price prior to the date of issuance.

            The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration for the shares issued for services. 

**Note 10 - Related Party Transactions**

**Marshall Sterman - President and Chairman**

            For the period April 1, 2007 through December 31, 2007, the Company accrued $45,000 as compensation expense for Mr. Sterman's services as President and Chairman. As of December 31, 2007, a balance of $45,000 had been accrued but remained unpaid. In March 2008, the Company issued to Mr. Sterman 6,000,000 shares of its common stock, which was valued at $60,000 as payment of the accrued salary of $45,000 and additional salary of $15,000 through March 31, 2008. For the remainder of 2008, the Company accrued an additional $35,000, which was unpaid as of December 31, 2008.

**Steven Preiss - Research Coordinator and Director**

            For the period April 1, 2007 through December 31, 2007, the Company accrued, as research and development expense, $45,000 for the services of Mr. Preiss as its research coordinator. Of the $45,000, which was accrued, $35,423 was applied as payment of a loan from the Company of $29,000 with accrued interest on that loan of $6,523. The balance of $9,477 remained accrued but unpaid as of December 31, 2007. In 2008, the Company accrued an additional $25,533 for the research services of Mr. Preiss, which resulted in a balance of $35,000 owed to Mr. Preiss on December 31, 2008.

**Note 11 - Going Concern**

**            ** The Company's financial statements have been presented on a going concern basis, which contemplates the realization and the satisfaction of liabilities in the normal course of business.  The liquidity of the Company has been adversely affected by losses since inception of approximately $1,132,000, which raises substantial doubt about the Company's ability to continue as a going concern without additional capital contributions and/or achieving profitable operations. 

**            ** Management's plans are to raise additional capital either in the form of common stock or convertible securities and continue research and development and pursue clinical trials to obtain necessary approvals to market its products and to acquire additional patents and licenses for medical and non-medical technologies. There can be no assurance, however, that the Company will be successful in accomplishing its objectives.

**Note 12 - Subsequent Events**

            On April 13, 2009, the Company issued a total 35,725,000 shares of common stock. Of these, 19,000,000 shares were issued, in lieu of payment of $95,000 cash, for expenses that were included as a liability and reflected in the December 31, 2008 balance sheet as *Accrued expenses payable*; 1,725,000 shares were issued in payment of a $15,000 secured promissory note payable and interest accrued through March 31, 2009; and the balance of 16,000,000 shares were issued for consulting services.  The issued shares, which are restricted as to transferability, were valued at $0.005 per share, which was the last trade of the Company’s common stock prior to issuance. All of the issuances were made in reliance on Section 4(2) of the Securities Act of 1933 and were made without general solicitation or advertising. The recipients represented to the Company that the securities were being acquired for investment purposes.**   **

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**PART IV**

**Item 15 – Exhibits, Financial Statement Schedules**

See Exhibit Index attached to this Form 10-K.

----

**Signatures**

             In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|   |   | Aquamer Medical Corp.                                             |
|--------|--------|-------------------------------------------------------------------|
|   |   |                                                                   |
|   |   | (Registrant)                                                      |
|   |   |                                                              |
| By:    |   | /s/ Marshall Sterman                                              |
|   |   |                                                                   |
|   |   | Marshall Sterman            President and Chief Executive Officer |
|   |   |                                                              |
| Date:  |   | April 15, 2009                                                    |

               In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| By:    |   | /s/ Marshall Sterman                                                                                                                                  |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                       |
|   |   | Marshall Sterman            Principal Executive Officer, Director,            Principal Accounting Officer and            Principal Financial Officer |
|   |   |                                                                                                                                                  |
| Date:  |   | April 15, 2009                                                                                                                                        |
|   |   |                                                                                                                                                  |

| By:    |   | /s/ Steven Preiss                 |
|--------|--------|-----------------------------------|
|   |   |                                   |
|   |   | Steven Preiss            Director |
|   |   |                              |
| Date:  |   | April 15, 2009                    |
|   |   |                              |

----

**Exhibits**
|   | **Exhibit No.** |   | **Description**                                                                                                                                                                   |
|--------|-----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                 |   |                                                                                                                                                                                   |
|   | 2.1             | *(1)   | Certificate of Incorporation                                                                                                                                                      |
|   | 2.2             | *(1)   | By-laws                                                                                                                                                                           |
|   | 10.1            | *(2)   | Patent License Agreement between Partners in Biomaterials, Inc. and Aquamer, Inc., effective as of March 31, 2006                                                                 |
|   | 10.2            | *(2)   | Product Supply Agreement between Partners in Biomaterials, Inc. and Aquamer, Inc., effective as of March 31, 2006                                                                 |
|   | 10.3            | *(4)   | Patent Purchase Agreement between Phillips Capital and Aquamer Medical Corp dated as of March 24, 2008,                                                                           |
|   | 12.1            | *(3)   | Joint Disclosure Statement in the definitive proxy statement on Schedule 14C filed by Bellacasa Productions, Inc. on February 1, 2007                                             |
|   | 14.1            | *(2)   | Code of Business Conduct filed by Bellacasa Productions, Inc.                                                                                                                     |
|   | 31.1            | *      | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer |
|   | 32.1            | *      | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer |

            * Filed herewith

            *(1) Previously filed on November 20, 2006, as an exhibit to Form 10-SB of Aquamer.                *(2) Previously filed on March 31, 2006, as an exhibit to Form 10-KSB of Bellacasa.                *(3) Previously filed on February 5, 2007, as an exhibit to Form 10-SB/A of Aquamer.                *(4) Previously filed on March 25, 2008, as an exhibit to Report on Form 8-K of Aquamer.