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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, 2006
                                       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 [ ]

479,175,623 shares of $0.0001 par value common stock outstanding as of January
31, 2006 80 shares of $0.0001 par value Series A preferred stock outstanding as
of January 31, 2006 974 shares of $0.0001 par value Series B preferred stock
outstanding as of January 31, 2006

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<PAGE>


                           MERA PHARMACEUTICALS, INC.


                                   FORM 10-QSB
                     FOR THE QUARTER ENDED JANUARY 31, 2006


                                    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 SHEET
                                   (UNAUDITED)

                                                                    January 31,
                                                                       2006
                                                                   -------------

                                     ASSETS
Current assets:
<S>                                                                <C>
    Cash and cash equivalents                                       $   105,487
    Accounts receivable, net                                             12,454
    Prepaid expenses and other current assets                            85,121
                                                                    -----------
Total current assets                                                    203,062

Plant and equipment, net                                              2,493,630
Other assets, net of accumulated
  amortization of $34,320                                                28,080
                                                                    -----------

Total Assets                                                        $ 2,724,772
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable, accrued expenses
      and customer credits                                          $   387,147
    Notes payable - related parties                                      65,336
                                                                    -----------
Total Current Liabilities                                               452,483
                                                                    -----------

Contingencies

Stockholders' equity:
    Convertible preferred stock, $.0001 par value,
       10,000 shares authorized, 80
       Series A shares issued and
       outstanding and 974 Series B shares
       issued and outstanding 2
    Common stock, $.0001 par value: 500,000,000
       shares authorized, 479,175,623 shares issued
       and outstanding                                                   47,918
    Additional paid-in capital                                        7,481,423
    Accumulated deficit                                              (5,257,054)
                                                                    -----------
Total stockholders' equity                                            2,272,289
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 2,724,772
                                                                    ===========

             See the accompanying notes to the financial statements
</TABLE>



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<TABLE>
<CAPTION>


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

                                                --------------    -------------
                                                 Three Months     Three Months
                                                     Ended           Ended
                                                  January 31,      January 31,
                                                     2006             2005
                                                --------------    -------------


<S>                                                    <C>              <C>
NET SALES                                              152,394          132,341
Cost of Goods Sold                                      18,180           89,187
                                                 -------------    -------------

GROSS PROFIT                                           134,214           43,154
                                                 -------------    -------------

Costs and Expenses
   Cost of subcontract services                           --             74,697
   Research and development costs                       60,749           21,601
   Selling, general and administrative                 118,290          131,993
   Depreciation and Amortization                        72,261           37,760
   Provision for excess and obsolete inventory            --             25,000
                                                 -------------    -------------

Total costs and expenses                               251,300          291,051
                                                 -------------    -------------

Operating loss                                        (117,086)        (247,897)

Other income (expense):
   Interest income                                         243             --
   Interest expense                                     (2,213)            (771)
                                                 -------------    -------------

Total other income (expense)                            (1,970)            (771)
                                                 -------------    -------------

Net loss before income tax provision                  (119,056)        (248,668)

Tax expense                                               --               --
Refundable tax credit                                    5,468            1,750
                                                 -------------    -------------

Net loss                                         $    (113,588)   $    (246,918)
                                                 =============    =============

Loss per share - basic and diluted                     (0.0002)         (0.0005)
Weighted average shares outstanding -              479,175,623      430,375,659
   basic and diluted

             See the accompanying notes to the financial statements
</TABLE>



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<TABLE>
<CAPTION>


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

                                                            -------------  ------------
                                                            Three Months   Three Months
                                                               Ended        Ended
                                                             January 31,   January 31,
                                                                2006          2005
                                                              ---------    ------------
Cash Flows from Operating Activities:
<S>                                                           <C>          <C>
Net loss                                                      $(113,588)   $(246,918)
Adjustments to reconcile net loss to net cash
used in operating activities:
    Accumulated depreciation and amortization                    72,261       60,743
Changes in assets and liabilities
    Accounts receivable                                          (4,982)         926
    Inventories                                                    --         25,000
    Prepaid expenses and other current assets                   (72,872)     (88,060)
    Accounts payable, accured expenses and customer credits      86,129       56,888
                                                              ---------    ---------
Net cash used by operating activities                           (33,052)    (191,421)
                                                              ---------    ---------

Cash Flows from Investing Activities:
    Purchases of fixed assets                                      --           --
                                                              ---------    ---------
Net cash used by investing activities                              --           --
                                                              ---------    ---------

Cash Flows from Financing Activities:
    Proceeds from issuance of stock                             150,000      215,000
    Proceeds from notes payable                                    --            643
    Payment of notes payable                                    (12,000)     (20,000)
                                                              ---------    ---------
Net cash provided by financing activities                       138,000      195,643
                                                              ---------    ---------

Net increase (decrease) in cash and cash equivalents            104,948        4,222
Cash and cash equivalents, beginning of the period                  539        4,401
                                                              ---------    ---------
Cash and cash equivalents, end of the period                  $ 105,487    $   8,623
                                                              =========    =========



             See the accompanying notes to the financial statements

</TABLE>



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                           MERA PHARMACEUTICALS, INC.
                     NOTES TO CONDESED FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2006 AND 2005



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, 2006 are not necessarily
indicative of the results that may be expected for the year ending October 31,
2006. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended October 31, 2005, 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 management's estimates and
assumptions relate to depreciation and amortization calculations; inventory
valuations; asset impairments (including impairments of goodwill, long-lived
assets, and investments); valuation allowances for deferred tax assets; reserves
for contingencies and litigation; and the fair value and accounting treatment of
financial 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.
















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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, 2006 we had an accumulated deficit of $5,257,054. 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.


                                      -6-
<PAGE>


RESULTS OF OPERATIONS

         REVENUES. Revenue rose 15.15% for the quarter ending January 31, 2006
to $152,394 vs. $132,341 in the year ago quarter ending January 31, 2005. This
increase was primarily due to strengthening sales in our retail Asta Factor line
of products.

Also included in revenues are approximately $75,000 from licensing and a
technical services agreement with a single customer. The Company is unsure
whether such revenues will continue in the future.

         COST OF SALES. Cost of goods sold was $18,180 for the quarter ending
January 31, 2006 versus $89,187 in the quarter ending January 31, 2005. Gross
profit margins from sales of product were approximately 77%, versus -11% for the
same period in the prior year. The decrease in cost of goods sold, and the
corresponding increase in gross profit margin, was due primarily to overall cost
cutting efforts by the Company.

         RESEARCH AND DEVELOPMENT COSTS. Research and development costs
increased to $60,749 for the quarter ending January 31, 2006 versus $21,601 for
the quarter ending January 31, 2005, an increase of approximately 181%. The
increase was primarily due to the ending of our research reimbursement contract
with the Department of Energy. This contract covered approximately $46,000 of
research expenses in the first quarter of 2005, but was no longer in effect
during the same period in 2006.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses declined
approximately 10% to $118,290 in the quarter ending January 31, 2006 as compared
to $131,993 in the quarter ending January 31, 2005. This reduction was due to
general cost cutting measures, primarily in the area of salaries. It is expected
that such expenses will rise in future periods as the Company begins to
institute a new marketing plan.

         INTEREST EXPENSE. For the quarters ended January 31, 2006 versus 2005,
interest expense was $2,213 and $771. This increase was due to a slightly higher
level of borrowing by the Company during the first quarter of 2006 compared to
the first quarter of 2005. In addition interest expense increased because the
Company began interest accrual on a note due to a related party. The interest in
question was previously halted, and while we believe that such interest may
ultimately be forgiven, there is no definitive agreement in place to that
effect. As such we began to accrue interest as a contingency.

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.


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         (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 December 2005 the Company issued a total of 11,538,462 shares of
common stock to private investors at a price of $0.013 per share. These
issuances were exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2).

     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

         None.

ITEM 5.  OTHER INFORMATION

         In January, 2006, the Company effected an internal reorganization of
the company into two operating units. One of the units, to be described as the
"Consumer Products Division," will continue to focus on the identification and
development of the Company's own nutritional supplement and other products for
distribution and sale to consumers. The other division, described as the
"Research Division," will focus on collaborations with other companies and
organizations utilizing Mera's patented technology and expertise in the
cultivation of microalgae to demonstrate the commercial feasibility of producing
products developed by others and providing production capability for those
products.
         Neither of the Divisions will be separately incorporated, but they will
conduct their respective operations within the Company's current corporate
structure.
         As a result of the establishment of the two operating Divisions, the
Company has also made changes in its management. Daniel P. Beharry stepped down
from his position as Chief Executive Officer of the Company to become president
of the Research Division. He will remain a member of the Board of Directors.
Gregory F. Kowal, currently the Chairman of the Company's board of directors,
will assume the role of Chief Executive Officer.



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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

     (i) January 5, 2006 reporting other events, specifically the Company's
internal reorganization and management change.


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 13, 2006                        By: /S/ GREGORY F. KOWAL
                                                  --------------------------
                                                  Gregory F. Kowal
                                                  Chief Executive Officer






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