Aquasearch, Inc

10QSB 1 mera10qsb.htm PERIOD ENDED APRIL 30 2008 Aquasearch, Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-QSB

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	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: April 30, 2008
or

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

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MERA PHARMACEUTICALS, INC.

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

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Delaware	333-23460	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)

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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		No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).		Yes	X	No

510,369,915 shares of $0.0001 par value common stock outstanding as of April 30, 2008 80 shares of $0.0001 par value Series A preferred stock outstanding as of April 30, 2008 974 shares of $0.0001 par value Series B preferred stock outstanding as of April 30, 2008
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Transitional Small Business Disclosure Format (check one):	X	Yes		No

FORM 10-QSB
FOR THE QUARTER ENDED APRIL 30, 2008

TABLE OF 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		8

	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			10

	Certifications

MERA PHARMACEUTICALS, INC.

CONDENSED BALANCE SHEET



				April 30, 2008
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	12,789
	Accounts receivable			3,182
	Tax credit receivable			28,952
	Prepaid expenses and other current assets			15,409
Total current assets				60,332

Plant and equipment, net				2,042,774

Total Assets			$	2,103,106

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	375,059
	Notes payable - related parties			101,936
Total Current Liabilities				476,995

Commitments and 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			(6,161,671)
Total stockholders' equity				1,626,111

Total Liabilities and Stockholders' Equity			$	2,103,106

See the accompanying notes to the financial statements

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,
			2008		2007		2008		2007
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

NET SALES		$	152,057	$	135,169	$	282,228	$	206,493
Cost of goods sold			6,732		3,714		12,796		24,349

GROSS PROFIT			145,325		131,455		269,432		182,144

Operating Expenses
	Selling and administrative expenses		79,145		80,144		207,045		169,458
	Research and development costs		68,249		47,338		119,316		99,806
	Depreciation and amortization		72,157		70,864		144,314		141,727

Total operating expenses			219,551		198,346		470,675		410,991

Operating loss			(74,226)		(66,891)		(201,243)		(228,847)

Other income (expense)
	Interest income		26		162		153		344
	Other income		-		-		8,783		-
	Interest expense		(2,442)		(2,109)		(4,883)		(4,405)

Total other income (expense)			(2,416)		(1,947)		4,053		(4,061)

Net income (loss) before provision for income taxes			(76,642)		(68,838)		(197,190)		(232,908)

Provision for income taxes			-		-		-		-
Refundable tax credit			4,028		5,174		9,143		10,596

NET INCOME (LOSS)		$	(72,614)	$	(63,664)	$	(188,047)	$	(222,312)

Net income (loss) per common share		$	(0.0001)	$	(0.0001)	$	(0.0004)	$	(0.0004)

Weighted average shares outstanding			510,369,915		505,869,915		510,369,915		501,648,251

See the accompanying notes to the financial statements

MERA PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF CASH FLOWS


				Six Months Ended		Six Months Ended
				April 30,		April 30,
				2008		2007
				(Unaudited)		(Unaudited)

Cash Flows from Operating Activities
	Net Income (loss)		$	(188,047)	$	(222,312)
	Adjustments to reconcile net loss to net
	cash used in operating activities:
		Depreciation and amortization expense		144,314		141,727
	Changes in current assets and liabilities:
		Accounts receivable		4,767		(17,875)
		Tax credit receivable		(9,143)		(10,596)
		Prepaid expenses and other current assets		(16,873)		(17,881)
		Accounts payable and accrued liabilities		28,467		45,866

Net Cash Used in Operating Activities				(36,515)		(81,071)

Cash flows From Financing Activities
	Proceeds from issuance of stock			-		60,000
	Proceeds from related party loans			110,700		39,000
	Payment of related party loans			(74,100)		(19,000)
Net Cash Provided by Financing Activities				36,600		80,000

Net increase in cash and cash equivalents				85		(1,071)

Cash and cash equivalents - beginning of period				12,704		7,195

Cash and cash equivalents - end of period			$	12,789	$	6,124

Non-Cash Investing and Financing Activities
	Conversion of accounts payable to common stock		$	-	$	81,218

Supplemental Cash Flow Information
	Interest Paid		$	1,088	$	-
	Taxes Paid		$	-	$	-

See the accompanying notes to the financial statements

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2008 AND 2007

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, 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.

Reclassifications

Certain reclassifications have been made in the prior period financial statements for presentation purposes to conform to the current presentation.

New Accounting Pronouncements

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s consolidated financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets,”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under FASB 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under FASB 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its consolidated financial statements.

MERA PHARMACEUTICALS, INC.

NOTES TO CONDESED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2008 AND 2007

Related Party Transactions

During the three months ended April 30, 2008, the Company borrowed $62,400 from a director and officer, and made repayments of $50,100 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 April 30, 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. .		50,000
Total notes payable, related parties		$101,936

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 HRPB access to and use of certain of the Companies facilities as they relate to certain BioDiesel microalgae species, and grants HRBP license rights to a patent and other certain intellectual property owned by the Company. In exchange for the above stated amended license agreement HRBP will pay the Company technical service fees and granted the Company a 5% equity stake in HRPB.

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, 2008 we had an accumulated deficit of $6,161,671. 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 smaller operating losses through the current fiscal year. We also 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 12.5% for the quarter ending April 30, 2008 to $152,057 vs. $135,169 in the year ago quarter ending April 30, 2007. Revenue for the six month period rose to $282,228 vs. $206,493 for the comparable periods, a increase of 36.6%. Our expectation is that revenue will continue to rise at a 10% -15% rate over the last two quarters versus last years fiscal year. Full year over year revenue is expected to exceed 20% over last years $470,000. This increase is due to restarting a revised and newly extended technical service agreement with HRBioPetroleum during December 2007. Technical service contract revenue was approximately 55% of total revenue and is expected to rise in future quarters as we enter into new agreements with other entities if it makes economic sense for the Company. From a continuing operational basis, we had an operating loss of $2,069 for the quarter and $56,929 for the 6 month period ending April 30, 2008 versus $87,120 in the same six month period ending April 30, 2007. Our six month net loss after depreciation and interest expenses totaled $188,047 for the 6 month period ending April 30, 2008 versus $222,312 in the same six month period ending April 30, 2007.

Cost of Sales. Cost of goods sold was $6,732 for the quarter ending April 30, 2008 versus $3,714 in the quarter ending April 30, 2007. However, cost of goods sold for the six month period ended April 30, 2008 decreased by 47% from $24,349 to $12,796. This overall decrease in cost is a result of shifting resources to Research and Development activities. We expect this trend to continue through the end of the current fiscal year.

Research and Development Costs. Research and development costs increased to $68,249 for the quarter ending April 30, 2008 versus $47,338 for the quarter ending April 30, 2007, a increase of approximately 44.2%. The increase was due to the costs associated with the Company’s technical service agreement with HR BioPetroleum

Selling, General and Administrative Expenses. These expenses decreased nominally to $79,145 the quarter ending April 30, 2008 as compared with $80,144 in the quarter ending April 30, 2008. The company was able to contain expenses though the use of part time workers who are available on a call basis when needed. These costs are expected to increase as the Company will be commencing facility upgrades which will be commencing on June 2, 2008. These upgrades will achieve future cost savings and enable production increases to our product lines at cost of goods savings and efficiencies. These expansion and growth plans, will include the hiring of full and part time workers to help upgrade and maintain the facility.

Interest Expense. For the quarters ended April 30, 2008 versus 2007, interest expense was $2,442 and $2,109. This increase was due to a slightly higher level of borrowing by the Company during the second quarter of 2008 compared to the second 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

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 AND REPORTS ON FORM 8-K

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)

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.

June 6, 2008	By:	/s/ Gregory F. Kowal
		Gregory F. Kowal
		Chief Executive Officer