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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, 2004
                                       Or

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

                       COMMISSION FILE NUMBER: 333-107716

                                [GRAPHIC OMITTED]

                           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  [ ]

411,144,736 shares of $0.0001 par value common stock outstanding as of July 31,
2004 80 shares of $0.0001 par value Series A preferred stock outstanding as of
July 31, 2004 974 shares of $0.0001 par value Series B preferred stock
outstanding as of July 31, 2004

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<PAGE>


                           MERA PHARMACEUTICALS, INC.

                                   FORM 10-QSB
                       FOR THE QUARTER ENDED JULY 31. 2004


                                    CONTENTS



                                                                          PAGE

PART I - FINANCIAL INFORMATION

           Item 1:  Financial Statements

                            Condensed Balance Sheet                         3

                            Condensed Statements of Operations              4

                            Condensed Statements of Cash Flows              5

                            Notes to Condensed Financial Statements         6

           Item 2:  Management's Plan of Operation

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

           Item 3.  Controls and Procedures                                  9

PART II - OTHER INFORMATION

           Item 1:  Legal Proceedings                                       10

           Item 2:  Changes In Securities                                   10

           Item 3.  Defaults Upon Senior Securities                         10

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

           Item 5:  Other Information                                       10

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

           Signature                                                        11

           Certifications                                                   12


<PAGE>


                           MERA PHARMACEUTICALS, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             July 31,
                                                                               2004
                                                                           ------------
                                                                            (Unaudited)
                                           ASSETS
<S>                                                                        <C>
CURRENT ASSETS
         Cash and cash equivalents                                         $    55,124
         Accounts receivable, net                                               30,587
         Inventories, net of provision for excess inventory of $775,000        399,997
         Prepaid expenses and other current assets                              41,752
                                                                           -----------

TOTAL CURRENT ASSETS                                                           527,460
                                                                           -----------

PROPERTY, PLANT, AND EQUIPMENT, NET                                          2,877,343
                                                                           -----------

TOTAL ASSETS                                                               $ 3,404,803
                                                                           ===========

                                LIABILITIES AND SHARHOLDERS' EQUITY

CURRENT LIABILITIES
         Accounts payable, accrued expenses and customer credits           $   201,415
         Notes payable - related party                                          45,045
         Deferred revenue                                                      230,288
                                                                           -----------

  TOTAL CURRENT LIABILITIES                                                    476,718
                                                                           -----------
SHAREHOLDERS' EQUITY
         Convertible preffered stock, $.0001 par value, 5,000,000 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,
              411,144,736 shares issued and outstanding                         41,114
         Additional paid-in capital                                          6,687,228
         Accumulated deficit                                                (3,800,259)
                                                                           -----------
  TOTAL SHAREHOLDERS' EQUITY                                                 2,928,085
                                                                           -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $ 3,404,803
                                                                           ===========

</TABLE>


                                       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,
                                                    2004                    2003                  2004                   2003
                                                -------------          -------------          -------------          -------------
                                                 (Unaudited)                                   (Unaudited)
<S>                                             <C>                    <C>                    <C>                    <C>
NET SALES                                       $     120,812          $     342,022          $     557,573          $     656,089
Cost of goods sold                                     30,086                142,637                178,463                178,980
                                                -------------          -------------          -------------          -------------

GROSS PROFIT                                           90,726                199,385                379,110                477,109
                                                -------------          -------------          -------------          -------------
Operating Expenses
          Selling and administrative expenses         276,742                173,416                676,279              1,031,091
          Cost of subcontract services                 74,757                134,970                260,735                281,831
          Research and development costs               44,765                 31,804                 80,609                318,401
          Depreciation and amortization                45,315                 37,694                116,948                 98,041
          Provision for excess inventory              640,000                   --                  640,000                   --
                                                -------------          -------------          -------------          -------------
  Total operating expenses                          1,081,579                377,884              1,774,571              1,729,364
                                                -------------          -------------          -------------          -------------
Operating loss                                       (990,853)              (178,499)            (1,395,461)            (1,252,255)

Other income (expense)
          Interest income                                --                     --                     --                    1,319
          Other income                                   --                     --                  306,587                   --
          Interest expense                               --                  (18,714)               (13,993)               (91,235)
                                                -------------          -------------          -------------          -------------

  Total other income (expense)                           --                  (18,714)               292,594                (89,916)
                                                -------------          -------------          -------------          -------------

Net income (loss) before extraordinary item          (990,853)              (197,213)            (1,102,867)            (1,342,171)

Gain on discharge of debt                                --                   38,225                 12,880                109,234
                                                -------------          -------------          -------------          -------------
Net income (loss) before tax provision               (990,853)              (158,988)            (1,089,987)            (1,232,937)

Provision for income taxes                             (1,500)                  (870)                (2,300)                  (876)
Refundable tax credit                                  20,159                  4,101                 25,321                 13,657
                                                -------------          -------------          -------------          -------------

NET INCOME (LOSS)                               $    (972,194)         $    (155,757)         $  (1,066,966)         $  (1,220,156)

Net income (loss) per common share              $     (0.0024)         $     (0.0004)         $     (0.0026)         $     (0.0031)
                                                =============          =============          =============          =============

Weighted Average Shares Outstanding               411,144,736            398,477,743            418,311,313            395,526,458
                                                =============          =============          =============          =============


</TABLE>

                                        4
<PAGE>




                           MERA PHARMACEUTICALS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                               Nine Months Ended       Nine Months Ended
                                                                   July 31,               July 31,
                                                                     2004                   2003
                                                                 -------------          -----------
                                                                   (Unaudited)
<S>                                                               <C>                   <C>
Cash Flows from Operating Activities
     Net Income (loss)                                            $(1,066,966)          $(1,220,156)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
               Accumulated depreciation and amortization              211,355               187,381
               Gain on discharge of debt                                 --                (109,234)
     Changes in current assets and liabilities:
               Accounts receivable                                     30,573              (154,398)
               Inventories                                            577,505              (138,194)
               Prepaid expenses and other current assets              (18,748)               (7,509)
               Accounts payable, accrued expenses, and customer      (836,940)              210,353
               credits
               Deferred revenue                                       (75,704)              105,992
                                                                  -----------           -----------
  Net Cash Used in Operating Activities                            (1,178,925)           (1,125,765)
                                                                  -----------           -----------

Cash flows from Investing Activities
     Purchase of fixed assets                                         (17,144)               (3,919)
                                                                  -----------           -----------
  Net Cash Used in Investing Activities                               (17,144)               (3,919)
                                                                  -----------           -----------

Cash flows From Financing Activities
      Proceeds from issuance of stock                               2,145,040             2,884,000
      Proceeds from notes payable                                        --                 402,232
      Payment of notes payable                                       (894,996)           (2,193,221)
                                                                  -----------           -----------
  Net Cash Provided by Financing Activities                         1,250,044             1,093,011
                                                                  -----------           -----------

Net increase (decrease) in cash and cash equivalents                   53,975               (36,673)

Cash and cash equivalents - beginning of period                         1,149                40,743
                                                                  -----------           -----------

Cash and cash equivalents - end of period                         $    55,124           $     4,070
                                                                  ===========           ===========


</TABLE>


                                       5


<PAGE>



                           MERA PHARMACEUTICALS, INC.
                     NOTES TO CONDESED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JULY 31, 2004 AND 2003


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, 2004 are not necessarily
indicative of the results that may be expected for the year ending October 31,
2004. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended October 31, 2003, included in Form
10-KSB filed with the Securities and Exchange Commission

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

2. INVENTORIES

     Inventories are stated at the lower of cost or market. The Company intends
to determine cost on a first-in, first-out basis. At July 31, 2004, inventories
consisted of $962,698 of work in process and $212,299 of finished goods less an
allowance for excess inventory of $775,000. $640,000 of this allowance was
recorded in the quarter ended July 31, 2004.

3. RELATED PARTY TRANSACTIONS

     During the quarter ended July 31, 2004, the Company entered into an
agreement with a shareholder for repayment of a promissory note due to him. The
total outstanding amount of the note was approximately $170,000 including
interest and principal. The Company agreed to pay the shareholder $100,000 and
pay the balance in monthly installments of $11,000. In return the shareholder
agreed to stop accruing interest on the note and to the return of 14,000,000
shares of common stock from an affiliate of the shareholder and 3,440,000 common
stock warrants to the Company. The $100,000 payment was made subsequent to the
end of the third quarter. Monthly payments on this commitment will commence upon
the Company's receipt of the stock and warrants.






                                       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, 2004 we had an accumulated deficit of $3,800,259. Our losses to
date have resulted primarily from costs incurred in research and development,
production costs and from general and administrative expenses associated with
operations. We expect to continue to incur operating losses through the current
fiscal year. We expect to have quarter-to-quarter and year-to-year fluctuations
in revenues, expenses and losses, some of which could be significant.

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


                                       7
<PAGE>


RESULTS OF OPERATIONS

         REVENUES. During the quarter ended July 31, 2004, as compared to the
equivalent period in 2003, products revenues decreased from $216,928 to $83,263.
This decrease of $135,666 or 116%, was a result of a decrease in sales through
the Company's retail sales brokers and also of certain raw materials made in the
third quarter of fiscal 2003 that did not occur in the corresponding period of
fiscal 2004.

         Sales made through the Company's retail sales channel result from large
orders placed through brokers, which in turn supply the demand at the retail
outlet level. The timing of such orders can significantly affect the revenues
that are recognized (or not recognized) in any given quarter. As a result, the
amount of revenue realized from product sales in any given quarter does not
necessarily relate to the rate at which the retail sales of the Company's
product are occurring. As the number of retail outlets and the rate of sales of
the Company's products increases, the revenue stream should become more regular,
though some degree of quarter-to-quarter fluctuation in this revenue source will
always exist.

         The Company also recognized revenues of $37,549 and $94,519 for the
quarters ended July 31, 2004 and 2003, respectively, from a subcontract for our
work on a U.S. Department of Energy project, a decrease in revenue of $56,970 or
60%. The decrease in revenues under this research agreement resulted from a
decrease in personnel assigned to perform work under this project due to a shift
in resources to commercial production activities.

         Combined income from operations (product sales and contract revenues)
increased to $321,000 from $312,000, or by 3% compared to the same period last
year.

         The Company recognized royalty revenues of $0 and $30,470 for the
quarters ended July 31, 2004 and July 31, 2003, respectively. Past royalty
income has been received from another company based on sales of its products.
The final payment under this royalty agreement was made in January 2004, and no
further royalty income will be received.

         COST OF SALES. Cost of products sold was $30,086 as compared to
$142,637 for the quarters ended July 31, 2004 and 2003, respectively. The
decrease of $112,551, or 79%, resulted primarily from higher direct consumer
sales, lower sales of raw materials, which carry a lower profit margin when
compared to sales of finished goods, and from one time recognition of certain
deferred revenue.

         Gross margins on the sales of products was approximately 64%,
reflecting the fact that a high proportion of the sales for the period were in
branded retail sales, which tend to offer higher margins than private label
sales or raw material sales.

         Cost of subcontract services include costs associated with our U.S.
Department of Energy project. During the quarters ended July 31, 2004 and 2003,
the cost of contract services was $74,757 and $134,970 respectively. This
resulting decrease of $60,213, or 45%, was primarily due to the decrease in
number of personnel performing work on this project as a result of shifting
those personnel to production responsibilities.


                                       8
<PAGE>


         RESEARCH AND DEVELOPMENT COSTS. Research and development costs include
salaries, research supplies and materials and expenses related to product
development and the development of the drug discovery compound library. Research
and development costs for the quarter ended July 31, 2004 were $44,765 as
compared to $31,804 for the quarter ended July 31, 2003. The increase of
$12,961, or 41%, was related to an increase in general research activities.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses consist primarily of salaries, fees for professional
services and promotional and marketing expenses. Selling, general and
administrative expenses for the third quarter of fiscal year 2004 were $276,742
compared to $173,417 for the same period in 2003. This increase of $103,326, or
60%, resulted from an increase in salaries and other costs in support of
increased production activities employed by the Company.

         INTEREST EXPENSE. For the quarters ended July 31, 2004 versus July 31,
2003, interest expense was $0 and $18,714. This decrease was due to an agreement
with a shareholder to discontinue interest accrual on a promissory note due to
him as part of a resolution of other matters between him and the Company.


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.





                                       9
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         During the quarter ended July 31, 2004, the Company entered into an
agreement with a shareholder for repayment of a promissory note due to him. The
total outstanding amount of the note was approximately $170,000 including
interest and principal. The Company agreed to pay the shareholder $100,000 and
pay the balance in monthly installments of $11,000. In return the shareholder
agreed to stop accruing interest on the note and to return to the Company both
14,000,000 shares of common stock held by an affiliate of the shareholder and
3,440,000 common stock warrants held by the shareholder. The $100,000 payment
was made subsequent to the end of the third quarter. Monthly payments on this
commitment will commence upon the Company's receipt of the stock and warrants.


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).





                                       10
<PAGE>



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:  09/03/04                                   by: /S/ DANIEL P. BEHARRY
                                                       -----------------------
                                                       Daniel P. Beharry
                                                       Chief Executive Officer

















                                       11
<PAGE>