UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549



FORM 10-QSB/A



(Mark one)



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



Or



[  ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended April 30, 2007





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 incorporation or organization) |  | (IRS Employer Identification Number)



|                                                                                     
|-------------------------------------------------------------------------------------
|73-4460 Queen Ka'ahumanu Highway, Suite 110
Kailua-Kona, Hawaii  96740
(808) 326-9301
|(Address and telephone number of principal executive offices)                        



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



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



510,369,915 shares of $0.0001 par value common stock outstanding as of April 30, 2007.



80 shares of $0.0001 par value Series A preferred stock outstanding as of April 30, 2007.



974 shares of $0.0001 par value Series B preferred stock outstanding as of April 30, 2007.







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Mera Pharmaceuticals, Inc.





Form 10-QSB

For the Quarter Ended April 30, 2007



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                                   |                                                             | 9
|                               |                                                              |                                                             |   |         
|                               | Item 6:  Exhibits and Reports on Form 8-K                    |                                                             | 9
|                               |                                                              |                                                             |   |         
|                               | Signature                                                    |                                                             |   | 10      
|                               |                                                              |                                                             |   |         
|                               | Certifications                                               |                                                             |   | Exhibits









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|                                                         |                                                         |                                                  |                              |             |               
|-------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------------ | ---------------------------- | ----------- | --------------
|Mera Pharmaceuticals, Inc.                              
|Condensed Balance Sheet                                 
|                                                         |                                                         |                                                  |                              |             |               
|                                                         |                                                         |                                                  |                              |             | April 30, 2007
|                                                         |                                                         |                                                  |                              |             | (Unaudited)   
|ASSETS                                                  
|Current assets:                                          |                                                         |                                                  |                             
|                                                         | Cash and cash equivalents                               |                                                  | $                      6,124
|                                                         | Accounts receivable                                     |                                                  |                              | 6,093      
|                                                         | Tax receivable                                          |                                                  |                              | 27,291     
|                                                         | Prepaid expenses and other current assets               |                                                  | 36,700                      
|Total current assets                                     |                                                         |                                                  | 76,208                      
|Plant and equipment, net                                 |                                                         |                                                  | 2,236,880                   
|Other assets, net of accumulated amortization of $49,920 | 12,480                                                 
|Total Assets                                             |                                                         |                                                  | $               2,325,568   
|LIABILITIES AND STOCKHOLDERS' EQUITY                    
|Current liabilities:                                     |                                                         |                                                  |                             
|                                                         | Accounts payable, accrued expenses and customer credits | $                  327,278                      
|                                                         | Notes payable - related parties                         |                                                  | 85,336                      
|Total Current Liabilities                                |                                                         |                                                  | 412,614                     
|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: 750,000,000             |                                                 
|                                                         |                                                         | shares authorized, 510,369,915 shares issued     |                             
|                                                         |                                                         | and outstanding                                  |                              |             | 51,037        
|                                                         | Additional paid-in capital                              |                                                  | 7,736,743                   
|                                                         | Accumulated deficit                                     |                                                  |                              | (5,874,828)
|Total stockholders' equity                               |                                                         | 1,912,954                                       
|Total Liabilities and Stockholders' Equity               |                                                         | $               2,325,568                       





3



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|                                  
|----------------------------------
|Mera Pharmaceuticals, Inc.        
|Condensed Statements of Operations



| |  |  |                    |                    |                  |                 
| |  |  | ------------------ | ------------------ | ---------------- | ----------------
| |  |  | Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended
| |  |  | April 30,          | April 30,          | April 30,        | April 30,       
| |  |  | 2007               | 2006               | 2007             | 2006            
| |  |  | (Unaudited)        | (Unaudited)        | (Unaudited)      | (Unaudited)     



|                                                    |                                     |                           |                      |                      |                  |        
|--------------------------------------------------- | ----------------------------------- | ------------------------- | -------------------- | -------------------- | ---------------- | -------
|NET SALES                                           |                                     | $               135,169   | $             69,450 | $           206,493  | $      221,844  
|Cost of goods sold                                  |                                     | 3,714                     | 11,129               | 24,349               | 30,646          
|GROSS PROFIT                                        |                                     | 131,455                   | 58,321               | 182,144              | 191,198         
|Operating Expenses                                  |                                     |                           |                      |                      |                 
|                                                    | Selling and administrative expenses |                           | 80,144               | 112,808              | 169,458          | 221,925
|                                                    | Research and development costs      |                           | 47,338               | 36,831               | 99,806           | 105,466
|                                                    | Depreciation and amortization       |                           | 70,864               | 72,261               | 141,727          | 144,522
|Total operating expenses                            |                                     | 198,346                   | 221,900              | 410,991              | 471,913         
|Operating loss                                      |                                     | (66,891)                  | (163,579)            | (228,847)            | (280,715)       
|Other income (expense)                              |                                     |                           |                      |                      |                 
|                                                    | Interest income                     |                           | 162                  | 639                  | 344              | 881    
|                                                    | Other income                        |                           | -                    | 2,179                | -                | 2,179  
|                                                    | Interest expense                    |                           | (2,109)              | (2,364)              | (4,405)          | (4,526)
|Total other income (expense)                        |                                     | (1,947)                   | 454                  | (4,061)              | (1,466)         
|Net income (loss) before provision for income taxes |                                     | (68,838)                  | (163,125)            | (232,908)            | (282,181)       
|Provision for income taxes                          |                                     | -                         | -                    | -                    | -               
|Refundable tax credit                               |                                     | 5,174                     | 2,608                | 10,596               | 8,076           
|NET INCOME (LOSS)                                   |                                     | $                (63,664) | $         (160,517)  | $         (222,312)  | $     (274,105) 
|Net income (loss) per common share                  |                                     | $                (0.0001) | $           (0.0003) | $           (0.0004) | $       (0.0006)
|Weighted average shares outstanding                 |                                     | 505,869,915               | 479,175,623          | 501,648,251          | 477,263,170     





4



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|                                                |                                                |                                                  |                               |                                  |                         |                  | 
|----------------------------------------------- | ---------------------------------------------- | ------------------------------------------------ | ----------------------------- | -------------------------------- | ----------------------- | ---------------- | 
|Mera Pharmaceuticals, Inc.                     
|Condensed Statements of Cash Flows             
|                                                |                                                |                                                  |                               |                                  |                         |                  | 
|                                                |                                                |                                                  |                               |                                  | Six Months Ended        | Six Months Ended | 
|                                                |                                                |                                                  |                               |                                  | April 30,               | April 30,        | 
|                                                |                                                |                                                  |                               |                                  | 2007                    | 2006             | 
|                                                |                                                |                                                  |                               |                                  | (Unaudited)             | (Unaudited)      | 
|Cash Flows from Operating Activities            |                                                |                                                  |                              
|                                                | Net Income (loss)                              |                                                  | $                   (222,312) | $          (274,105)             |                        
|                                                | Adjustments to reconcile net loss to net       |                                                  |                               |                                 
|                                                | cash used in operating activities:             |                                                  |                               |                                 
|                                                |                                                | Depreciation and amortization expense            | 141,727                       | 144,522                          |                        
|                                                | Changes in current assets and liabilities:     |                                                  |                               |                                 
|                                                |                                                | Accounts receivable                              |                               | (17,875)                         | 7,422                   |                 
|                                                |                                                | Prepaid expenses and other current assets        | (28,477)                      | (49,334)                         |                        
|                                                |                                                | Accounts payable, accrued expenses, and customer |                               |                                  |                        
|                                                |                                                | credits                                          |                               |                                  | 45,866                  | 46,008           | 
|Net Cash Used in Operating Activities           | (81,071)                                       | (125,487)                                        |                              
|Cash flows From Financing Activities            |                                                |                                                  |                              
|                                                | Proceeds from issuance of stock                | 60,000                                           | 150,000                       |                                 
|                                                | Proceeds from related party loans              | 39,000                                           | -                             |                                 
|                                                | Payment of related party loans                 | (19,000)                                         | (12,000)                      |                                 
|Net Cash Provided by Financing Activities       | 80,000                                         | 138,000                                          |                              
|Net increase in cash and cash equivalents       | (1,071)                                        | 12,513                                           |                              
|Cash and cash equivalents - beginning of period | 7,195                                          | 539                                              |                              
|Cash and cash equivalents - end of period       | $                         6,124                | $              13,052                            |                              
|Non-Cash Investing and Financing Activities     |                                                |                                                  |                              
|                                                | Conversion of accounts payable to common stock | $                       81,218                   | $                     -       |                                 
|Supplemental Cash Flow Information              |                                                |                                                  |                              
|                                                | Interest Paid                                  |                                                  |                               | $                              - | $                     - |                 
|                                                | Taxes Paid                                     |                                                  |                               | $                              - | $                     - |                 



5



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MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2006 AND 2007





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 and six-month periods ended April 30, 2007 are not necessarily indicative of the results that may be expected for the year ending October 31, 2007. For further information, refer to the condensed financial statements and footnotes thereto for the year ended October 31, 2006, included in Form 10-KSB filed with the Securities and Exchange Commission



The preparation of the Companys Condensed 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 Condensed 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.





2. Notes Payable  Related Parties



Notes payable  related parties consists of the following as of April 30, 2007:



|                                                                                                                                                                                                                |  |   |       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------
|Unsecured demand notes payable  shareholder notes bearing an annual interest rate of 10% due on March 31, 2004. Notes are currently past maturity, however no demand for payment has been made.                |  | $ | 41,936
|Unsecured demand notes payable  shareholder notes bearing an annual interest rate of 8% due on various dates. Certain of these notes are currently past maturity, however no demand for payment has been made. |  |   | 43,400
|Total notes payable, related parties                                                                                                                                                                            |  | $ | 85,336



Total interest expense on notes payable  related parties was $2,109 and $2,364 for the three months ended April 30, 2007 and 2006, respectively, and $4,405 and $2,364 for the six months ended April 30, 2007 and 2006, respectively.



6





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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 April 30, 2007 we had an accumulated deficit of $5,874,828. 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.







Results of Operations



Revenues. Revenues for the quarter ended April 30, 2007 were $135,169 as compared to $69,450 for the equivalent period in 2006, an increase of 96%.



The increase was due to management strategies which are aimed at long term steady growth in multiple areas.  Specifically, in two areas:  Sales of our Asta Factor line of products and research contract services using Meras patented growth modules with third parties for fees and success based incentives.  The company has contracted with an entity that should fuel revenue through the end of the fiscal year ending October 2007 with the possibility of a extension of service.  The company is also in current negotiations with another entity to use our facility either in conjunction with or separate from the current contract.  The company also expects to introduce a new product early in the fourth quarter of 2006 which is expected to further increase revenue in the future.



7





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From an operational basis, excluding Depreciation and Amortization, Mera had a operating profit of $2,026 which is the first operating profit in the companys history.  While nominal in dollars, the trend continues to improve even though there will be fluctuations in future quarterly earnings and revenues.





Cost of Sales. Cost of goods sold was $3,714 for the quarter ending April 30, 2007 versus $11,129 in the same quarter in 2006, a decrease of 67%. Gross profit margins from sales of product for the quarter were approximately 97%, versus 84% for the same period in 2006. The decrease in cost of goods sold, and the corresponding increase in gross profit margin, was due primarily to a greater percentage of in direct retail sales, which carry greater profit margins as compared to wholesale revenues.



Research and Development Costs. Research and development costs were $47,338 for the quarter ending April 30, 2007. This was an increase if approximately 29% over the $36,831 that was incurred for the same period in the prior year. The increase was due to the above mentioned contract services research project. These expenses will rise over the next few quarters as we increase the amount of work under contract.



Selling, General and Administrative Expenses.In the quarter ended April 30, 2007 as compared to the same period during the prior year, selling, general and administrative costs declined from $112,808 to $80,144 or approximately 29%. The 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 grow its businesses and add new employees to its staff.



Interest Expense.  For the quarters ended April 30, 2007 and 2006, interest expense was $2,109 and $2,364, respectively. This decrease was due to a slightly lower level of borrowing by the Company during the second quarter of 2007 compared to the same period in 2006.



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



In March 2007 the Company issued a total of 8,100,000 shares of common stock to a vendor in satisfaction of amounts payable at a price of $0.01 per share.  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)



b.

REPORTS ON FORM 8-K



None.





9





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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 3, 2008 |  | By: | /s/ Gregory F. Kowal      
|                      |  |     | Gregory F. Kowal          
|                      |  |     | Chief Executive Officer   







10