================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Action of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 2, 2003
MERA PHARMACEUTICALS, INC.
(FORMERLY AQUASEARCH, INC. )
(Exact name of Registrant as specified in its charter)
-----------------
DELAWARE 33-23460-LA 04-368-3628
-------- ----------- -----------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization Number) Identification Number)
777 SOUTH HIGHWAY 101, SUITE 215
SOLANA BEACH, CALIFORNIA 92075
(858) 847-0747
(Address and telephone number of principal executive offices)
73-4460 QUEEN KA'AHUMANU HIGHWAY, SUITE 110
KAILUA-KONA, HAWAII 96740
(808) 326-9301
(Address and telephone number of principal operations offices)
================================================================================
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 2, 2003 the Company engaged Jewett, Schwartz & Associates
("Jewett Schwartz") to audit its financial statements. The decision to engage
Jewett Schwartz was approved by the audit committee of the Company's board of
directors and ratified by the full Board.
Prior to its engaging Jewett Schwartz, the Company's financial statements
were audited by Buttke, Bersch and Wanzek, PC ("Buttke Bersch"). Buttke Bersch
was initially engaged by the Company on January 16, 2002 to audit its financial
statements for the fiscal year ended October 31, 2001. Under a series of
successive engagements, Buttke Bersch reviewed the Company's periodic filings on
Form 10-Q and its current filings on Form 8-K through May 31, 2003 and audited
the Company's financial statements for the fiscal year ended October 31, 2002.
The Company decided not to extend the engagement of Buttke Bersch, which the
company confirmed in writing on September 5. During this period there were no
disagreements between the Company and Buttke Bersch on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of, would
have caused Buttke Bersch to make a reference to the subject matter of the
disagreement(s) in connection with its audit of the Company's financial
statements or its review of any periodic filings.
In connection with its engagement by the Company, Buttke Bersch did
express uncertainties about the Company's ability to continue as a going concern
and, and provided comments and suggestions on the effectiveness of the Company's
controls and procedures. Buttke Bersch but did not express any adverse opinions
or disclaimers of opinion or qualification or modification as to uncertainty,
audit scope or accounting principles in its audit reports or reviews.
A copy of a letter from Buttke Bersch addressed to the Securities and
Exchange Commission stating whether Buttke Bersch agrees or disagrees with the
above statements is attached as an exhibit to this Report on Form 8-K.
MERA PHARMACEUTICALS, INC.
Dated: September 9, 2003 By: /s/ Daniel P. Beharry
-----------------------
Daniel P. Beharry
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
16.1 Letter regarding change in certifying accountant, dated
September 9, 2003.