UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-QSB

———————



x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: January 31, 2008

or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from: _____________ to _____________





MERA PHARMACEUTICALS, INC.

(Exact name of small business issuer as specified in its charter)





|                             |              |                    
|---------------------------- | ------------ | -------------------
|Delaware                     | 033-23460    | 04-3683628         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)



73-4460 Queen Ka'ahumanu Highway, Suite 110
Kailua-Kona, Hawaii  96740

(Address of Principal Executive Office) (Zip Code)

(808) 326-9301

(Issuers telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)





Check whether the issuer (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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

oYesxNo



State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



510,369,915 shares of $0.0001 par value common stock outstanding as of January 31, 2008

80 shares of $0.0001 par value Series A preferred stock outstanding as of January 31, 2008
974 shares of $0.0001 par value Series B preferred stock outstanding as of January 31, 2008



Transitional Small Business Disclosure Format (check one):x Yes o No













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Mera Pharmaceuticals, Inc.



Form 10-QSB
For the Quarter Ended January 31, 2008



Table of Contents

|                               |                                                                     |                                         |   |     
|------------------------------ | ------------------------------------------------------------------- | --------------------------------------- | - | ----
|                               |                                                                     |                                         |   | Page
|Part I - Financial Information |                                                                     |                                        
|                               |                                                                     |                                         |   |     
|                               | Item 1:  Financial Statements                                       |                                         |  
|                               |                                                                     |                                         |   |     
|                               |                                                                     | Condensed Balance Sheet                 |   | 2   
|                               |                                                                     | Condensed Statements of Operations      |   | 3   
|                               |                                                                     | Condensed Statements of Cash Flows      |   | 4   
|                               |                                                                     | Notes to Condensed Financial Statements |   | 5   
|                               |                                                                     |                                         |   |     
|                               | Item 2:  Management's Discussion and Analysis or Plan of Operation  |                                         | 7
|                               |                                                                     |                                         |   |     
|                               | Item 3.  Controls and Procedures                                    |                                         | 8
|                               |                                                                     |                                         |   |     
|Part II - Other Information    |                                                                     |                                        
|                               |                                                                     |                                         |   |     
|                               | Item 1:  Legal Proceedings                                          |                                         | 9
|                               | Item 2:  Unregistered Sale of Equity Securities and Use of Proceeds |                                         | 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                                                   |                                         | 9
|                               |                                                                     |                                         |   |     
|                               | Signature                                                           |                                         |   | 10  









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PART I - FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS



Mera Pharmaceuticals, Inc.

Condensed Balance Sheet

(Unaudited)



|                                                         |                                                       |                                                  |           |                  |       
|-------------------------------------------------------- | ----------------------------------------------------- | ------------------------------------------------ | --------- | ---------------- | ------
|                                                         |                                                       |                                                  |           | January 31, 2008
|                                                         |                                                       |                                                  |           |                  |       
|ASSETS                                                   |                                                      
|Current assets:                                          |                                                       |                                                  |          
|                                                         | Cash and cash equivalents                             | $                                                | 13,305   
|                                                         | Accounts receivable                                   |                                                  |           | 9,338           
|                                                         | Prepaid expenses and other current assets             |                                                  | 47,226   
|Total current assets                                     |                                                       |                                                  | 69,869   
|Plant and equipment, net                                 |                                                       |                                                  | 2,111,811
|Other assets, net of accumulated amortization of $34,320 |                                                       | 3,120                                           
|Total Assets                                             |                                                       | $                                                | 2,184,800
|LIABILITIES AND STOCKHOLDERS' EQUITY                     |                                                      
|Current liabilities:                                     |                                                       |                                                  |          
|                                                         | Accounts payable and accrued liabilities              | $                                                | 396,440  
|                                                         | Notes payable - related parties                       |                                                  | 89,636   
|Total Current Liabilities                                |                                                       |                                                  | 486,076  
|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: 750,000,000           |                                                 
|                                                         |                                                       | shares authorized, 510,369,915 shares issued     |          
|                                                         |                                                       | and outstanding                                  |           |                  | 51,037
|                                                         | Additional paid-in capital                            |                                                  | 7,736,743
|                                                         | Accumulated deficit                                   |                                                  |           | (6,089,058)     
|Total stockholders' equity                               |                                                       | 1,698,724                                       
|Total Liabilities and Stockholders' Equity               | $                                                     | 2,184,800                                       



See the accompanying notes to the financial statements



2



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Mera Pharmaceuticals, Inc.

Condensed Statements of Operations

(Unaudited)



|                                      |                  |             |                  |   |            
|------------------------------------- | ---------------- | ----------- | ---------------- | - | -----------
|                                      | Three Months     |             | Three Months    
|                                      | Ended            |             | Ended           
|                                      | January 31, 2008 |             | January 31, 2007
|NET SALES                             |                  | 130,171     |                  |   | 71,324     
|Cost of Goods Sold                    |                  | 6,064       |                  |   | 20,635     
|GROSS PROFIT                          |                  | 124,107     |                  |   | 50,689     
|Costs and Expenses                    |                  |             |                  |   |            
|Research and development costs        |                  | 51,066      |                  |   | 52,468     
|Selling, general and administrative   |                  | 127,900     |                  |   | 89,312     
|Depreciation and Amortization         |                  | 72,157      |                  |   | 70,864     
|Total costs and expenses              |                  | 251,123     |                  |   | 212,644    
|Operating loss                        |                  | (127,016)   |                  |   | (161,955)  
|Other income (expense):               |                  |             |                  |   |            
|Interest income                       |                  | 127         |                  |   | 182        
|Other income                          |                  | 8,783       |                  |   | -          
|Interest expense                      |                  | (2,441)     |                  |   | (2,296)    
|Total other income (expense)          |                  | 6,469       |                  |   | (2,114)    
|Net loss before income tax provision  |                  | (120,547)   |                  |   | (164,069)  
|Tax expense                           |                  | -           |                  |   | -          
|Refundable tax credit                 |                  | 5,115       |                  |   | 5,422      
|Net loss                              | $                | (115,432)   |                  | $ | (158,647)  
|Loss per share - basic and diluted    |                  | (0.0002)    |                  |   | (0.0003)   
|Weighted average shares outstanding - |                  | 510,369,915 |                  |   | 497,518,363
|basic and diluted                     |                  |             |                  |   |            



See the accompanying notes to the financial statements.



3



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Mera Pharmaceuticals, Inc.

Condensed Statements of Cash Flows

(Unaudited)



|                                                     |                  |           |                  |   |          
|---------------------------------------------------- | ---------------- | --------- | ---------------- | - | ---------
|                                                     | Three Months     |           | Three Months    
|                                                     | Ended            |           | Ended           
|                                                     | January 31, 2008 |           | January 31, 2007
|Cash Flows from Operating Activities:                |                  |           |                  |   |          
|Net loss                                             | $                | (115,432) |                  | $ | (158,647)
|Adjustments to reconcile net loss to net cash        |                  |           |                  |   |          
|used in operating activities:                        |                  |           |                  |   |          
|Accumulated depreciation and amortization            |                  | 72,157    |                  |   | 70,864   
|Changes in assets and liabilities                    |                  |           |                  |   |          
|Accounts receivable                                  |                  | (1,390)   |                  |   | (7,640)  
|Prepaid expenses and other current assets            |                  | (9,598)   |                  |   | (36,232) 
|Accounts payable and accrued liabilities             |                  | 30,564    |                  |   | 50,074   
|Net cash used by operating activities                |                  | (23,699)  |                  |   | (81,581) 
|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                      |                  | -         |                  |   | 60,000   
|Proceeds from related party notes payable            |                  | 48,300    |                  |   | 39,000   
|Payment of related party notes payable               |                  | (24,000)  |                  |   | -        
|Net cash provided by financing activities            |                  | 24,300    |                  |   | 99,000   
|Net increase (decrease) in cash and cash equivalents |                  | 601       |                  |   | 17,419   
|Cash and cash equivalents, beginning of the period   |                  | 12,704    |                  |   | 6,559    
|Cash and cash equivalents, end of the period         | $                | 13,305    |                  | $ | 23,978   



See the accompanying notes to the financial statements.



4



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MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JANUARY 31, 2008 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 period ended January 31, 2008 are not necessarily indicative of the results that may be expected for the year ending October 31, 2008. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended October 31, 2007, 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.



2.

Related Party Transactions



During the three months ended January 31, 2008, the Company borrowed $48,300 from a director and officer, and made repayments of $24,000 to the same individual. Amounts borrowed carry a rate of interest of 12% per annum.



Notes payable  related parties consists of the following as of January 31, 2008:



|                                                                                                                                                                                                                      |   |       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------
|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 through March 26, 2006. Notes are currently past maturity; however no demand for payment has been made. |   | 10,000
|Unsecured demand notes payable  shareholder notes bearing an annual interest rate of 12% due on various dates throughout 2008. .                                                                                     |   | 37,700
|Total notes payable, related parties                                                                                                                                                                                  | $ | 89,636



3.

Material Agreements



On November 9, 2007, the Company entered into an amended and restated license agreement with HR BioPetroleum, Inc (HRBP), a Delaware corporation. The agreement grants HRBP access and use of the Companies facilities for eighteen months to perform a research project relating to large-scale cultivation and production of certain microalgae species, and grants HRBP license rights to a patent and other intellectual property owned by the Company.



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4.

Subsequent Events



On February 15, 2008 the Company entered into a lease for its facility in Kailua-Kona, Hawaii. The lease runs for a period of thirty years, with a provision that the rent may be redetermined by the lessor every fifth year. Future minimum payments for the first five year period of the lease are as follows:



|                               |  |   |        
|------------------------------ |  | - | -------
|Fiscal year ending October 31, |  |  
|2008                           |  | $ | 25,025 
|2009                           |  |   | 33,366 
|2010                           |  |   | 33,366 
|2011                           |  |   | 33,366 
|2012                           |  |   | 33,366 
|2013                           |  |   | 8,342  
|Total                          |  | $ | 166,831





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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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, 2008 we had an accumulated deficit of $6,089,058. 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. Revenue rose 83% for the quarter ending January 31, 2008 to $130,171 vs. $71,324 in the year ago quarter ending January 31, 2007.   This increase was primarily due to restarting a revised and newly extended  technical service agreement  with HRBioPetroleum during December 2007. Technical service contract revenue was approximately 54% of total revenue and is expected to rise in future quarters as we enter into new agreements with other entities where it makes economic sense for the Company.



Cost of Sales. Cost of goods sold was $6,064 for the quarter ending January 31, 2008 versus $20,635 in the quarter ending January 31, 2007 as the Company had increased inventory and had additional processing costs in the year ago period. Gross profit margins were 93.2% for the first quarter versus 71.1% in the year ago period.  The Company sold less bulk and wholesale products than in the previous period as we decided to concentrate more on retail and internet sales which carry higher profit margins.



Research and Development Costs. Research and development costs decreased to $51,066 for the quarter ending January 31, 2008 versus $52,468 for the quarter ending January 31, 2007, a decrease of approximately 2.5%. This decrease was due to the gap in Research and Development caused by the temporary hiatus in the HRBioPetroeum technical service agreement.



Selling, General and Administrative Expenses.These expenses increased approximately 43% to $127,900 in the quarter ending January 31, 2008 as compared with $89,312 in the quarter ending January 31, 2007.  This



7





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increase was due to costs associated to our future growth and expansion plans, which includes the hiring of part time workers to help upgrade the facility and conduct long delayed maintenance.  It is expected that such expenses will rise in future periods as the Company begins to institute its growth plan.



Interest Expense.  For the quarters ended January 31, 2008 versus 2007, interest expense was $2,441 and $2,296. This increase was due to a slightly higher level of borrowing by the Company during the first quarter of 2008 compared to the first quarter of 2007.



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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



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



a.

EXHIBITS



31.1

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



31.2

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



32.1

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



32.2

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





9





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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.



|                       |                            |                        
|---------------------- | -------------------------- | -----------------------
|Dated:  March 10, 2008 | MERA PHARMACEUTICALS, INC.
|                       |                            |                        
|                       |                            |                        
|                       | By:                        | /s/ Gregory F. Kowal   
|                       |                            | Gregory F. Kowal       
|                       |                            | Chief Executive Officer





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