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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

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

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2005
                                                      Or
         [  ]  Transition Report Under Section 13 or 15(d) of the Securities
               Exchange Act of 1934

                       COMMISSION FILE NUMBER: 333-107716

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

                           MERA PHARMACEUTICALS, INC.

             (Exact name of Registrant as specified in its charter)

            DELAWARE                                        04-3683628
(State or other jurisdiction of                    (IRS Employer Identification
 incorporation or organization)                               Number)

                   73-4460 QUEEN KA'AHUMANU HIGHWAY, SUITE 110
                            KAILUA-KONA, HAWAII 96740
                                 (808) 326-9301
          (Address and telephone number of principal executive offices)


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

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

431,027,714 shares of $0.0001 par value common stock outstanding as of January
31, 2005 80 shares of $0.0001 par value Series A preferred stock outstanding as
of January 31, 2005 974 shares of $0.0001 par value Series B preferred stock
outstanding as of January 31, 2005

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                           MERA PHARMACEUTICALS, INC.


                                   FORM 10-QSB
                     FOR THE QUARTER ENDED JANUARY 31, 2005


                                    CONTENTS

                                                                            PAGE
PART I - FINANCIAL INFORMATION

           Item 1:  Financial Statements

                            Condensed Balance Sheet                           3

                            Condensed Statements of Operations                4

                            Condensed Statements of Cash Flows                5

                            Notes to Condensed Financial Statements           6

           Item 2:  Management's Plan of Operation

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

           Item 3.  Controls and Procedures                                    9

PART II - OTHER INFORMATION

           Item 1:  Legal Proceedings                                         10

           Item 2:  Changes In Securities                                     10

           Item 3.  Defaults Upon Senior Securities                           10

           Item 4:  Submission of Matters to a Vote of Security Holders       10

           Item 5:  Other Information                                         10

           Item 6:  Exhibits and Reports on Form 8-K                          10

           Signature                                                          11

           Certifications                                                     12


<PAGE>
<TABLE>
<CAPTION>


                           MERA PHARMACEUTICALS, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                                                January 31, 2005
                                                                ----------------

         ASSETS
Current assets:
<S>                                                                 <C>
    Cash and cash equivalents                                       $     8,623
    Accounts receivable, net                                             42,177
    Inventories                                                         324,032
    Prepaid expenses and other current assets                           106,986
                                                                    -----------
Total current assets                                                    481,818

Plant and equipment, net                                              2,760,729
Other assets, net of accumulated
  amortization of $21,840                                                40,560
                                                                    -----------

Total Assets                                                        $ 3,283,107
                                                                    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable, accrued expenses and
      customer credits                                              $   302,873
    Notes payable - related parties                                      42,579
    Other current liabilities                                            29,071
                                                                    -----------
Total Current Liabilities                                               374,523
                                                                    -----------


Stockholders' equity:
    Convertible preferred stock, $.0001 par value,
       10,000 shares authorized, 80
       Series A shares issued and outstanding and
       974 Series B shares issued and
       outstanding                                                            2
    Common stock, $.0001 par value: 500,000,000
       shares authorized, 431,027,174 shares issued
       and outstanding                                                   43,103
    Additional paid-in capital                                        6,950,159
    Accumulated deficit                                              (4,084,680)
                                                                    -----------
Total stockholders' equity                                            2,908,584
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 3,283,107
                                                                    ===========

             See the accompanying notes to the financial statements

</TABLE>



                                       2
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<TABLE>
<CAPTION>


                           MERA PHARMACEUTICALS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                ------------------------------------
                                                 Three Months        Three Months
                                                      Ended             Ended
                                                January 31, 2005   January 31, 2004
                                                ------------------------------------

Revenue
<S>                                              <C>              <C>
   Products                                      $      80,627    $     157,389
   Contract Services                                    51,714           55,160
   Royalties                                              --             56,026
                                                 -------------    -------------

Total Revenue                                          132,341          268,575
                                                 -------------    -------------

Costs and Expenses
   Cost of products sold                                89,187           97,656
   Cost of subcontract services                         74,697           97,010
   Research and development costs                       21,601            7,253
   Selling, general and administrative                 131,993          221,667
   Depreciation and Amortization                        37,760           43,538
   Provision for excess and obsolete inventory          25,000             --
                                                 -------------    -------------

Total costs and expenses                               380,238          467,124
                                                 -------------    -------------

Operating loss                                        (247,897)        (198,549)

Other income (expense):
   Interest income                                        --               --
   Other income                                           --              4,932
   Interest expense                                       (771)          (9,472)
                                                 -------------    -------------

Total other income (expense)                              (771)          (4,540)
                                                 -------------    -------------

Net loss before extraordinary items                   (248,668)        (203,089)

Gain on discharge of debt                                 --             12,880
                                                 -------------    -------------

Net loss before income tax provision                  (248,668)        (190,209)

Tax expense                                               --               (800)
Refundable tax credit                                    1,750            2,521
                                                 -------------    -------------

Net loss                                         $    (246,918)   $    (188,488)
                                                 =============    =============

Loss per share - basic and diluted                     (0.0005)         (0.0005)
Weighted average shares outstanding -              430,375,659      418,644,466
   basic and diluted

             See the accompanying notes to the financial statements

</TABLE>




                                       3
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<TABLE>
<CAPTION>


                           MERA PHARMACEUTICALS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            ------------------------------------
                                                               Three Months      Three Months
                                                                  Ended             Ended
                                                            January 31, 2005  January 31, 2004
                                                            ------------------------------------
Cash Flows from Operating Activities:
<S>                                                           <C>            <C>
Net loss                                                      $  (246,918)   $  (188,488)
Adjustments to reconcile net loss to net cash
used in operating activities:
    Accumulated depreciation and amortization                      60,743         66,521
    Gain on discharge of debt                                        --          (12,880)
Changes in assets and liabilities
    Accounts receivable                                               926        (31,749)
    Inventories                                                    25,000         45,662
    Prepaid expenses and other current assets                     (88,060)       (56,244)
    Accounts payable, accured expenses and customer credits        56,888       (213,610)
                                                              -----------    -----------
Net cash used by operating activities                            (191,421)      (390,788)
                                                              -----------    -----------

Cash Flows from Investing Activities:
    Purchases of fixed assets                                        --           (7,826)
                                                              -----------    -----------
Net cash used by investing activities                                --           (7,826)
                                                              -----------    -----------

Cash Flows from Financing Activities:
    Proceeds from issuance of stock                               215,000      2,145,000
    Proceeds from notes payable                                       643           --
    Payment of notes payable                                      (20,000)      (785,757)
                                                              -----------    -----------
Net cash provided by financing activities                         195,643      1,359,243
                                                              -----------    -----------

Net increase (decrease) in cash and cash equivalents                4,222        960,629
Cash and cash equivalents, beginning of the period                  4,401          1,149
                                                              -----------    -----------
Cash and cash equivalents, end of the period                  $     8,623    $   961,778
                                                              ===========    ===========



             See the accompanying notes to the financial statements

</TABLE>







                                       4
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                           MERA PHARMACEUTICALS, INC.
                     NOTES TO CONDESED FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2005 AND 2004




1.       BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

         The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended January 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending October 31,
2005. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended October 31, 2004, included in Form
10-KSB filed with the Securities and Exchange Commission

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

         RECLASSIFICATIONS - Certain reclassifications have been made in the
prior period financial statements for presentation purposes to conform to the
current presentation.


2.       INVENTORIES

     Inventories are stated at the lower of cost or market. The Company intends
to determine cost on a first-in, first-out basis. When necessary, the Company
records a reserve for potential product obsolescence. During the current
quarter, the Company recorded a reserve of $25,000 for such product. As of
January 31, 2005 the total amount of this reserve was $483,000.




                                       5
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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

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

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

         Since inception, our primary operating activities have consisted of
basic research and development and production process development, recruiting
personnel, purchasing operating assets, raising capital and sales of product.
From September 16, 2002, the effective date of our plan of reorganization,
through January 31, 2005 we had an accumulated deficit of $4,084,680. Our losses
to date have resulted primarily from costs incurred in research and development,
production costs and from general and administrative expenses associated with
operations. We expect to continue to incur operating losses through the current
fiscal year. We expect to have quarter-to-quarter and year-to-year fluctuations
in revenues, expenses and losses, some of which could be significant.

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



                                       6
<PAGE>

RESULTS OF OPERATIONS

         REVENUES. During the quarter ended January 31, 2005, as compared to the
equivalent period in 2004, product revenues decreased from $157,389 to $80,627,
a decrease of $76,762, or about 49%.

         This decline in sales revenue was the result of several factors. A
large portion of the Company's sales are made in the retail sales channel. These
sales result from large orders placed by wholesale distributors, which in turn
supply the demand at the retail outlet level. The timing of such orders, which
may occur less often than every quarter, can significantly affect the revenues
that are recognized (or not recognized) in any given quarter. A large order from
a wholesale distributor was booked in the first quarter of 2004, but not in the
first quarter of 2005, which explains much of the difference in product revenues
between the two periods. In addition, the company derived a significant portion
of revenues in the first quarter of 2004 from the resale of product purchased
from a third party, an activity that did not continue into the first quarter of
2005. Another factor affecting revenues was the booking of various customer
credits in connection with promotional activities, which further reduced product
revenues for the current quarter.

           After adjustment for those factors, the company's sales of its core
products increased somewhat during the first quarter of 2005 relative to the
same quarter the prior year, reflecting both a higher volume of product sales
and a broadening of the customer base.

         As the number of retail outlets and the overall rate of sales of the
Company's products increase, the product revenue stream should become more
regular, though some degree of quarter-to-quarter fluctuation in revenues from
this source will always exist.

         The Company also recognized revenues of $51,714 and $55,160 for the
quarters ended January 31, 2005 and 2004, respectively, from a subcontract for
our work on a U.S. Department of Energy project, a decrease in revenue of
$$3,446 or about 6%. The decrease in revenues under this research agreement
resulted from a decrease in personnel assigned to perform work under this
project.

         Combined income from continuing operations (product sales and contract
revenues) decreased to $154,341 from 212,539, or by 27% compared to the same
period last year.

         The Company recognized royalty revenues of $0 and $56,026 for the
quarters ended January 31, 2005 and January 31, 2004, respectively. Past royalty
income has been received from another company based on sales of its products.
The final payment under this royalty agreement was made in January 2004, and no
further royalty income will be received from this source, although the Company
is actively seeking licensing opportunities for its intellectual property that
would re-establish this revenue source.

         COST OF SALES. Cost of products sold was $89,187 as compared to $97,656
for the quarters ended January 31, 2005 and 2004, respectively. The decrease of
$8,469, or about 9%, resulted primarily from lower total product sales for the
later period.



                                       7
<PAGE>

         Gross margins on the sales of products was approximately -11%, This
negative figure is principally the result of booking various customer credits
that reduced revenues in the current quarter but did not affect the cost of
sales. Without those adjustments, the Company's gross margins would have been
approximately 13%.

         Cost of subcontract services includes costs associated with our U.S.
Department of Energy project. During the quarters ended January 31, 2005 and
2004, the cost of contract services was $74,697 and $97,010, respectively. This
resulting decrease of $22,313, or 23%, was primarily due to the decrease in
number of personnel performing work on this project as a result of shifting
those personnel to production responsibilities.

         RESEARCH AND DEVELOPMENT COSTS. Research and development costs include
salaries, research supplies and materials and expenses related to product
development. Research and development costs for the quarter ended January 31,
2005 were $21,601 as compared to $7,253 for the quarter ended January 31, 2004.
The increase of $14,348, or 198%, was related to an increase in general research
activities.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses consist primarily of salaries, fees for professional
services and promotional and marketing expenses. Selling, general and
administrative expenses for the first quarter of fiscal year 2005 were $131,993
compared to $221,667 for the same period in 2004. This decrease of $89,674, or
40%, resulted from the Company's continuing efforts to contain overhead costs.

         INTEREST EXPENSE. For the quarters ended January 31, 2005 versus
January 31, 2004, interest expense was $771 and $9,472. This decrease was due to
a lower level of borrowing by the Company during the first quarter of 2005
compared to the first quarter of 2004.


ITEM 3.  CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure Controls and Procedures. Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of our disclosure controls and
procedures, as such terms are defined in Rule 13a-14(c) promulgated under the
Exchange Act, within the 90 day period prior to the filing date of this
quarterly report. Based on this evaluation, our Chief Executive Officer and
Principal Financial and Accounting Officer concluded that our disclosure
controls and procedures were effective as of that date.

         (b) There have been no significant changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referenced in paragraph (a)
above.


                                       8
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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         During the quarter ended January 31, 2005, the Company issued a total
of 1,954,546 shares of its common stock to two investors in exchange for
investment totaling $215,000, resulting in an effective share price of $0.11 for
the shares sold. These issuances were exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2).

         In addition, the Company issued 7,954,545 shares of its common stock in
fulfillment of a subscription entered into before the period in question. The
share price of this second issuance was $0.04. This issuance was exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2).


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a. EXHIBITS

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

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

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

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




                                       9
<PAGE>


b. REPORTS ON FORM 8-K

     None.




SIGNATURES

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

                                                    MERA PHARMACEUTICALS, INC.

Dated:  March 21, 2005                         By: /S/ DANIEL P. BEHARRY
                                                   ---------------------------

                                            Daniel P. Beharry
                                            Chief Executive Officer










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