UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, 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.








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

 

 

 

 

 

 

 

 

Condensed Statements of Operations

 

 

 

 

 

 

 

 

Condensed Statements of Cash Flows

 

 

 

 

 

 

 

 

Notes to Condensed Financial Statements

 

 

 

 

 

 

 

Item 2:  Management's Plan of Operation

 

 

 

 

 

 

 

 

 

Management's Discussion and Analysis of Financial Condition

 

 

 

 

and Results of Operations

 

 

 

 

 

 

 

Item 3.  Controls and Procedures

 

   9 

 

 

 

 

 

Part II - Other Information

 

 

 

 

 

 

 

 

Item 1:  Legal Proceedings

 

 

 

 

 

 

 

Item 2:  Changes In Securities

 

 

 

 

 

 

 

Item 3.  Defaults Upon Senior Securities

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Item 5:  Other Information

 

 

 

 

 

 

 

Item 6:  Exhibits and Reports on Form 8-K

 

 

 

 

 

 

 

Signature

 

 

  10 

 

 

 

 

 

 

Certifications

 

 

Exhibits 










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






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






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



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






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






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






 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






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



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