SecProbe.io

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MAIL STOP 0511

									October 22, 2004

Mr. Ronald Mercier, President
M.E.R. Corporation
2400, 10303 Jasper Avenue
Edmonton, Alberta T5J 3T8
CANADA

Re:	M.E.R. Corporation
Registration Statement on Form SB-2
File No. 333-119223
Filed September 23, 2004

Dear Mr. Mercier,

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

General

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in connection with our review of your filing or in
response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Prospectus Cover Page

2. Please revise the first sentence to clearly state that there is
currently no market for your securities.

3. You point to page 9 for risk factors.  Risk factors begin on page
5.  Please revise.

4. Please revise the last sentence of the first paragraph to indicate
that another requirement of release of funds from escrow is the
consummation of the acquisition.  See Rule 419(e)(3)(ii) of Regulation
C.

5. The prospectus cover page should be limited to the information
required by Item 501 of Regulation S-B.  Therefore, please remove the
second and third paragraphs.

6. We note the disclosure in footnote one that offering costs will be
paid out of pre-offering working capital.  Please explain this
statement in light of the financial statements, which indicate there
were no assets as of August 31, 2004.  Also, reconcile the offering
expenses in footnote one with the table on page II-2.

Inside Front and Outside Back Cover Pages of Prospectus

7. Provide the legend required by Item 502(b) of Regulation S-B.
Indicate that the dealer`s prospectus delivery obligation shall not
terminate until 90 days after the date funds and securities are
released from the escrow account.  See Rule 174(g) of the Securities
Act.

Table of Contents page 2

8. Please delete or revise the statement "The information in this
prospectus may be accurate only on the date of this prospectus."  All
information in the prospectus must be correct upon effectiveness.  You
are also required to file amendments to the registration statement to
reflect any fundamental change in the registration statement, disclose
additional or changed material information about the plan of
distribution and update the financial information according to Section
10(a)(3) of the Securities Act.

Prospectus Summary, page 3

The Company

9. Please include the telephone number of the principal executive
offices, as required by Item 503(b) of Regulation S-B.

Offering

10. Please revise your document throughout to state that, pursuant to
Rule 419, the securities and proceeds of this offering may be released
from escrow only upon the closing of an acquisition representing at
least 80 percent of the maximum offering proceeds, the filing and
effectiveness of the post-effective amendment, and the re-confirmation
of a sufficient number of purchasers in the investment.  See Rule
419(e) of Regulation C.

11. Please summarize the terms of the escrow, including the name of
the escrow agent.

12. Please clarify to state that the proceeds shall not remain in
escrow for more than 18 months after the effective date of the initial
registration statement.

Use of Proceeds

13. The prospectus summary should merely provide an overview of the
business of the company, the offering, and your financial information.
More detailed information, such as the use of proceeds should be moved
elsewhere in the prospectus.

Risk Factors, page 5

14. Please revise the beginning paragraph in order to clarify that
this section includes all of the known material risks in the offering.

15. To the extent possible, avoid the generic conclusion you make in
several of your risk factors that that the risk discussed would have
affect your ability to merge with or acquire a business or would
negatively impact or have an adverse impact on your business.
Instead, replace this language with specific disclosure of how your
business would be affected.  See risk factors 1, 5, 6, 9, 11, and 12.

16. The statement in the first risk factor that your operations "are
subject to all the risks inherent in the establishment of a new
business enterprise" is a generic statement.  Please revise the risk
factor narrative to specifically discuss the risk to the company
and/or investors.

17. Please revise the subheading and narrative of risk factor two in
order to specify the particular risk to the company and/or investors
contemplated, especially in light of Rule 419`s requirement to file a
post-effective amendment when an acquisition target is identified and
the subsequent right of purchasers to be afforded the right to confirm
their election to remain investors in the company or have their funds
returned.

18. Please revise the discussion of risk factor six in order to
clarify Rule 419`s requirement to file a post-effective amendment when
an acquisition target is identified and the subsequent right of
purchasers to be afforded the right to confirm their election to
remain investors in the company or have their funds returned.

19. We note you state in risk factor seven that Rule 419 of Regulation
C generally requires that "if the money is returned to the investors
they will not be receiving interest on their funds."  We direct your
attention to Rule 419(b)(2)(iii) that deposited proceeds and interest
or dividends thereon, if any, shall be held for the sole benefit of
the purchasers of the securities.  Please revise your disclosure
throughout the prospectus to comply with Rule 419.

20. You should avoid using legal jargon in the prospectus.  Please
revise the discussion under risk factor seven in plain English.  Also,
revise the subheading to focus on the risk discussed in the narrative.

21. Please revise the eighth risk factor subheading to specifically
address your independent auditor`s substantial doubt about your
ability to continue as a going concern in the discussion.  Also, the
discussion in the narrative regarding later return of funds during the
reconfirmation process should be relocated to the seventh risk factor.

22. You state in risk factor 8, "[t]hese requirements will
significantly increase our time and costs of doing business."  We do
not understand how this statement ties into the discussion in risk
factor 8.  Please explain or revise.

23. The ninth risk factor merely states your opinion that you believe
you will not be subject to the Investment Company Act.  Therefore, it
does not discuss a material risk.  The risk factors section should
highlight only material risks and omit non-material risk
considerations.  Either revise the risk factor to state the material
risk to investors or remove the discussion entirely.

24. Please revise the tenth risk factor to discuss the "certain" tax
consequences in your business.  Also, clearly state the risk to
investors in the subheading.

25. Please explain the reference in the eleventh risk factor
subheading to financing your "growth" during the 18 month "offering
period."  Please clarify the growth to which you refer and the
reference to the offering period as 18 months.

26. Please reconcile your statement in risk factor eleven that
operations and other capital needs will be "nominal" over the next 18
months with the discussion contained in the "Description of Business"
section, where it is stated that the company will "incur significant
legal fees and expenses in connection with the acquisition or merger
of an operating business."

27. It is unclear how risk factor eleven applies to you since you
state that Mr. Mercier will provide funds required to keep you in good
standing with regulators and you do not have any plans for business
operations.  Disclose whether Mr. Mercier is legally obligated to
provide the funds.

28. We note risk factor 13, relating to potential conflicts.  Please
disclose how such future conflicts will be resolved, including whether
there is a written policy covering such situations.

29. If Mr. Mercier has had no experience in blank check companies,
please disclose this as a material risk.

30. Please revise the twelfth risk factor to indicate the risk
associated with the deposit of the securities and proceeds of this
offering in escrow.

31. We do not understand how risk factor 14 constitutes as a material
risk to investors since you will return the escrowed funds to
investors if the merger or acquisition will not be closed.  Please
remove.  Please also explain the difference in risk contemplated, if
any, by risk factor fourteen in comparison to risk factor twelve in
light of the protective provisions afforded to investors under Rule
419.

32. We do not understand how the matter addressed in risk factor 15
constitutes as a material risk to investors.  Consider relocating to
the plan of distribution section.

33. Please add a risk factor discussing the limited number of states
in which the offering may be sold and the impact this may have on the
company`s ability to successfully sell this offering.

34. Please add a risk factor addressing the restrictions on trading in
securities held in the escrow account and the lack of a market for
your securities.

Use of Proceeds, page 10

35. Please reconcile the statement that estimated offering expenses
will be paid out of pre-offering working capital with the disclosure
in "Selected Financial Data" stating that the company has no amount of
working capital as of August 31, 2004.

36. Please state whether you intend to request release from escrow of
the 10% of funds allowed by Rule 419.

37. Please state how the net proceeds of the offering will be used,
indicating the amount to be used for each purpose.  If all or a
substantial part of the proceeds are not allocated for a specific
purpose, so state and discuss the principal reason for the offering.
See Instruction 2 to Item 504 of Regulation S-B.

Determination of Offering Price, page 10

38. Please revise the statement, "[t]he offering price . . . was
determined based upon the amount of funds needed by M.E.R. to start-up
the business . . .."  This may be confusing to the investors because
you are a blank check company and you have no business.

Dividend, page 11

39. Please combine this section with the disclosure of the same title
on page 23 and reconcile the differing accounts with respect to the
declaration of future dividends.

Description of Business, page 12

40. The term "blind pool" is used to describe situations in which
investors are aware of the general category of activities which may be
undertaken by a fund manager, but the specific investment vehicle is
not known.  In this case, potential investors have no idea as to even
the general category of business opportunity to be pursued by Mr.
Mercier, much less any specific opportunity.  Please remove the
reference to a "blind pool" and instead refer to this offering as a
blank check offering.

41. Please explain the basis for Mr. Mercier`s belief that you "will
offer owners of operating businesses the opportunity to acquire a
controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering of
securities" or else remove.

42. Please clarify, if true, that Mr. Mercier will pay for the
significant legal fees and expenses listed on page 12 in connection
with the acquisitions.

43. We direct your attention to the paragraph beginning,
"[c]ompensation may be paid or profit transaction may occur . . .."
Please disclose the approximate amount of these fees and disclose who
will pay for these expenses.

44. In light of the fact that you are a self-described blank check
company, "and conduct no operations other than seeking a suitable
merger or acquisition candidate," please explain the possible
"curtailment of service" you foresee under the heading "Costs and
Effects of Compliance with Environmental Laws and Regulations."

45. Please disclose the competitive business conditions and your
competitive position in the industry, as required by Item 101(b)(4) of
Regulation S-B.

46. Disclose whether or not you may acquire or merge with a business
or company in which your promoter, officer, director, or his
affiliates or associates directly or indirectly have an ownership
interest.  Please consider and disclose whether or not existing
corporate policy permits such transactions.  All potential pecuniary
benefits to these persons should be disclosed, along with the
identification of potential acquisition targets if known.  If
corporate policy does not permit such related party transactions,
explain the basis for such policy, whether it be a corporation bylaw,
a board or shareholder resolution, or an agreement or understanding
among management.  Further, add disclosure as to whether management is
aware of any circumstances under which this policy, through their own
initiative, may be changed.  Consider adding a risk factor if
necessary.  If there is a present potential for a related party
transaction mentioned above, please explain fully the circumstances
under which such a transaction may occur.  Please discuss fully the
non-arms-length nature of such transactions and disclose whether or
not an independent appraisal of the value of the business or com