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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 JULY 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 [ ]

469,576,411 shares of $0.0001 par value common stock outstanding as of July 31,
2005 80 shares of $0.0001 par value Series A preferred stock outstanding as of
July 31, 2005 974 shares of $0.0001 par value Series B preferred stock
outstanding as of July 31, 2005

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<PAGE>

                           MERA PHARMACEUTICALS, INC.

                                   FORM 10-QSB
                       FOR THE QUARTER ENDED JULY 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                                           9

         Item 2:  Changes In Securities                                       9

         Item 3.  Defaults Upon Senior Securities                             9

         Item 4:  Submission of Matters to a Vote of Security Holders         9

         Item 5:  Other Information                                          10

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

         Signature                                                           10

         Certifications                                                      11
<PAGE>

<TABLE>
<CAPTION>


                           MERA PHARMACEUTICALS, INC.
                            CONDENSED BALANCE SHEETS

                                                                            July 31,
                                                                              2005
                                                                          -----------
                                                                          (Unaudited)
    ASSETS

CURRENT ASSETS
<S>                                                                       <C>
        Cash and cash equivalents                                         $    20,466
        Accounts receivable, net                                               18,913
        Inventories, net of provision for excess inventory of $483,000        324,073
        Prepaid expenses and other current assets                              35,094
                                                                          -----------

  TOTAL CURRENT ASSETS                                                        398,546
                                                                          -----------

PROPERTY, PLANT, AND EQUIPMENT, NET                                         2,634,497
OTHER ASSETS, NET OF ACCUMULATED AMORTIZATION OF $28,080                       34,320
                                                                          -----------

TOTAL ASSETS                                                              $ 3,067,363
                                                                          ===========

             LIABILITIES AND SHARHOLDERS' EQUITY

CURRENT LIABILITIES
        Accounts payable, accrued expenses and customer credits           $   194,044
        Notes payable - related party                                          45,015
                                                                          -----------

  TOTAL CURRENT LIABILITIES                                                   239,059
                                                                          -----------

SHAREHOLDERS' EQUITY
        Convertible preffered 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,
             469,576,411 shares issued and outstanding                         46,958
        Additional paid-in capital                                          7,331,796
        Accumulated deficit                                                (4,550,452)
                                                                          -----------

  TOTAL SHAREHOLDERS' EQUITY                                                2,828,304
                                                                          -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                $ 3,067,363
                                                                          ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements



                                      3
<PAGE>




             MERA PHARMACEUTICALS, INC.
         CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                Three Months     Three Months      Nine Months      Nine Months
                                                    Ended            Ended            Ended            Ended
                                                   July 31,         July 31,         July 31,         July 31,
                                                     2005             2004             2005             2004
                                                -------------    -------------    -------------    -------------
                                                 (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
<S>                                             <C>              <C>              <C>              <C>
NET SALES                                       $     116,592    $     120,812    $     357,639    $     557,573
Cost of goods sold                                     75,050           30,086          233,815          178,463
                                                -------------    -------------    -------------    -------------
GROSS PROFIT                                           41,542           90,726          123,824          379,110
                                                -------------    -------------    -------------    -------------
Operating Expenses
      Selling and administrative expenses             126,804          276,742          423,350          676,279
      Cost of subcontract services                      9,993           74,757          122,613          260,735
      Research and development costs                   76,152           44,765          120,867           80,609
      Depreciation and amortization                    66,236           45,315          154,910          116,948
      Provision for excess inventory                       --          640,000           25,000          640,000
                                                -------------    -------------    -------------    -------------
  Total operating expenses                            279,185        1,081,579          846,740        1,774,571
                                                -------------    -------------    -------------    -------------
Operating loss                                       (237,643)        (990,853)        (722,916)      (1,395,461)
Other income (expense)
      Interest income                                     552               --              552               --
      Other income                                         --               --               --          306,587
      Interest expense                                   (457)              --           (1,357)         (13,993)
                                                -------------    -------------    -------------    -------------
  Total other income (expense)                             95               --             (805)         292,594
                                                -------------    -------------    -------------    -------------
Net income (loss) before extraordinary item          (237,548)        (990,853)        (723,721)      (1,102,867)
Gain on discharge of debt                                  --               --           12,880
                                                -------------    -------------    -------------    -------------
Net income (loss) before tax provision               (237,548)        (990,853)        (723,721)      (1,089,987)
Provision for income taxes                               (518)          (1,500)            (518)          (2,300)
Refundable tax credit                                   8,243           20,159           11,548           25,321
                                                -------------    -------------    -------------    -------------
NET INCOME (LOSS)                               $    (229,823)   $    (972,194)   $    (712,691)   $  (1,066,966)
Net income (loss) per common share              $     (0.0005)   $     (0.0024)   $     (0.0016)   $     (0.0026)
                                                =============    =============    =============    =============
Weighted Average Shares Outstanding               469,576,411      411,144,736      447,578,467      418,311,313
                                                =============    =============    =============    =============
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>

                           MERA PHARMACEUTICALS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         Nine Months      Nine Months
                                                                            Ended            Ended
                                                                           July 31,         July 31,
                                                                             2005             2004
                                                                        -------------    -------------
                                                                         (Unaudited)      (Unaudited)
<S>                                                                     <C>              <C>
Cash Flows from Operating Activities
      Net Income (loss)                                                 $    (712,691)   $  (1,066,966)
      Adjustments to reconcile net loss to net
        cash used in operating activities:
             Accumulated depreciation and amortization                        193,215          211,355
             Expenses paid wih common stock                                    14,992               --
      Changes in current assets and liabilities:
             Accounts receivable                                                1,131           30,573
             Inventories                                                       24,959          577,505
             Prepaid expenses and other current assets                          6,891          (18,748)
             Accounts payable, accrued expenses, and customer credits         (29,285)        (836,940)
             Deferred revenue                                                 (10,790)         (75,704)
                                                                        -------------    -------------
  Net Cash Used in Operating Activities                                      (511,578)      (1,178,925)
                                                                        -------------    -------------
Cash flows from Investing Activities
      Purchase of fixed assets                                                     --          (17,144)
                                                                        -------------    -------------
  Net Cash Used in Investing Activities                                            --          (17,144)
                                                                        -------------    -------------
Cash flows From Financing Activities
      Proceeds from issuance of stock                                         547,643        2,145,040
      Payment of notes payable                                                (20,000)        (894,996)
                                                                        -------------    -------------
  Net Cash Provided by Financing Activities                                   527,643        1,250,044
                                                                        -------------    -------------

Net increase (decrease) in cash and cash equivalents                           16,065           53,975

Cash and cash equivalents - beginning of period                                 4,401            1,149
                                                                        -------------    -------------
Cash and cash equivalents - end of period                               $      20,466    $      55,124
                                                                        =============    =============
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>

                           MERA PHARMACEUTICALS, INC.
                     NOTES TO CONDESED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JULY 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 nine month period ended July 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 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; inventory
valuations; asset impairments(including impairments of goodwill, long-lived
assets, and investments); valuation allowances for deferred tax assets; reserves
for contingencies and litigation; and the fair value and accounting treatment of
financial instruments. The Company bases its estimates on the Company's
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Accordingly, actual results may differ
significantly from these estimates under different assumptions or conditions.


                                       6
<PAGE>

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 July 31, 2005 we had an accumulated deficit of $4,550,452. Our losses to
date have resulted primarily from costs incurred in research and development,
production costs and from general and administrative expenses associated with
operations. We expect to continue to incur operating losses through the current
fiscal year. We expect to have quarter-to-quarter and year-to-year fluctuations
in revenues, expenses and losses, some of which could be significant.

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


                                        7
<PAGE>

RESULTS OF OPERATIONS

      REVENUES. During the quarter ended July 31, 2005, as compared to the
equivalent period in 2004, revenues from product sales increased to $103,000
from $81,000, or about 27.5%. Overall revenues decreased slightly, from $120,812
to $116,592, a decrease of $4,000, or about 3%. This slight decrease in total
revenues, despite the increase in product revenues, is due primarily to the fact
that the contract research that we have been engaged in for the Department of
Energy came to an end during our second quarter. Only minimal revenues from this
source were booked for the third quarter of 2005 relative to the third quarter
of 2004. The company anticipates commencing additional contract research
activities in the near future to replace the revenue from the Department of
Energy grant.

      COST OF SALES. Cost of goods sold was $75,000 as compared to $30,000 for
the quarters ended July 31, 2005 and 2004, respectively. The increased cost of
goods results from the fact that in the past the Company has capitalized certain
production costs which it is now expensing. Consistent with that, gross margins
on the sales of products were approximately 27% for the quarter ended July 31,
2005 as compared to 63% for the quarter ended July 31, 2004.

      Cost of subcontract services includes costs associated with our U.S.
Department of Energy project. During the quarters ended July 31, 2005 and 2004,
the cost of contract services was $9,993 and $74,757, respectively. This
decrease was due to the fact that the Department of Energy research grant ended
during the second quarter of 2005.

      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 July 31, 2005
were $76,152 as compared to $44,765 for the quarter ended July 31, 2004. The
increase of approximately $30,000 was the result of shifting personnel to
general research activities following the end of the Department of Energy grant
work.

      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 third quarter of fiscal year 2005 were $126,804
compared to $276,742 for the same period in 2004. This decrease of approximately
$150,000, or 54%, resulted from the Company's continuing reduction in salary
costs.

      INTEREST EXPENSE. For the quarters ended July 31, 2005 versus July 31,
2004, interest expense was $457 and $0.00. This increase was due to a slightly
higher level of borrowing by the Company during the third quarter of 2005
compared to the third quarter of 2004, as well as an agreement with a creditor
to halt interest accrual on a note.


                                       8
<PAGE>

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.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None.

ITEM 2. CHANGES IN SECURITIES

      In May 2005 the Company issued a total of 15,000,000 shares of common
stock to private investors . These issuances were exempt from registration under
the Securities Act of 1933, as amended, pursuant to Section 4(2).

      In August 2005 the Company repurchased a total of 11,884,800 shares of its
common stock for total consideration of $118.80 pursuant to a stock repurchase
agreement.

Proceeds from the sales of securities were used as general working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      Beginning March 16, 2005, the Company sought written consent from
shareholders as to two matters. One matter was to permit the amendment of the
Company's certificate of incorporation to increase the authorized common stock
from 500,000,000 shares to 750,000,000 shares. The other was to obtain
shareholder approval of an employee stock option plan approved by the board of
directors on November 7, 2004. Both proposals required a majority vote of the
issued and outstanding stock of the Company to pass. The votes needed for
approval of both measures were received during May 2005. Company's certificate
of incorporation has not yet been amended to reflect the increase in authorized
stock.


                                       9
<PAGE>

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. EXHIBITS

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

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

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

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

b. REPORTS ON FORM 8-K

      None.

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: September 19, 2005                   By: /s/ Daniel P. Beharry
                                                ----------------------
                                            Daniel P. Beharry
                                            Chief Executive Officer


                                       10