UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : December ~~June 15~~12, 2012

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MERA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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Delaware		333-23460		04-3683628
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~2240~~ 8275 NWS. ~~19th~~Easter ~~Street,~~Ave. Suite ~~911~~200, ~~Boca~~Las ~~Raton~~Vegas, ~~Florida~~NV ~~33431~~89123

(Address of principal executive offices) (Zip Code)

~~855~~ 604-~~845~~500-~~5274~~4157

Registrant’s telephone number, including area code

~~73-4460~~ 2240 ~~Queen~~NW ~~Ka’ahumanu~~19 ~~Highway~~th Street, Suite ~~110~~911, Boca Raton, Florida 33431

Kailua Kona, Hawaii 96740

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL AGREEMENT

On December ~~June 15~~12, ~~2012~~2020, Mera Pharmaceuticals, Inc. (the “Company”) entered into aan ~~Share Exchange~~ Agreement (the “Agreement”) with ~~Villari~~All ~~Family~~Your ~~Centers~~Foods USA, Inc., aunder ~~Florida~~which All ~~corporation~~Your ~~(“VFC”)~~Foods USA, ~~and the shareholders of VFC~~Inc. ~~Pursuant~~became to the terms of the Agreement, the VFC shareholders exchanged 100% of their shares of VFC for shares of the Company’s Series C Convertible Preferred Stock, which, upon conversion, will constitute 95% of the Company’s common voting stock on a ~~fully~~wholly ~~diluted~~owned ~~basis~~subsidiary as of the ~~date of closing~~ Company.

In connection with the transaction, the Company’s directors resigned and the vacancies were filled by nominees of VFC (see Item 5.01. Changes in Control of Registrant and Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

~~VFC~~ On December is12, ~~a Florida corporation with its executive offices located in Boca Raton~~2020, ~~Florida.~~Mera ~~In March 2011~~Pharmaceuticals, ~~VFC~~ Inc. (the “Company”) entered into aan ~~full~~Agreement ~~and~~(the “Agreement”) ~~exclusive~~with ~~licensing~~All ~~agreement~~Your ~~with~~Foods ~~Grandmaster~~USA, ~~Fred J~~Inc. ~~Villari~~under ~~for~~which All ~~total~~Your ~~rights~~Foods ~~and~~USA, ~~authority~~Inc. tobecame ~~use~~a ~~his~~wholly ~~system~~owned subsidiary of ~~Martial Arts Training including all rights to use~~ the Company. ~~“Villari’s~~All ~~Martial~~Your ~~Arts”~~Foods ~~systems~~USA, ~~and printed materials~~Inc. ~~VFC~~is ~~has~~a ~~also~~subscription ~~engaged~~based ~~Grandmaster~~home ~~Fred~~meal delivery ~~J. Villari to be the~~ company ~~spokesperson~~.

~~VFC~~ A subsidiary isof aAll ~~multi-designed~~Your ~~facility~~Foods, ~~for~~All ~~the~~Your ~~whole~~Meals ~~family~~has tobeen ~~learn~~a ~~and~~thriving subscription ~~grow. The~~fresh ~~centers~~meal ~~are~~service ~~built~~for ~~around~~over ~~the~~four ~~idea that family unity is the core foundation of a strong society~~years. ~~Here~~Located ~~the family can gather and participate~~ in ~~the karate classes~~ Burnaby, ~~martial arts classes~~BC, orAll ~~other~~Your ~~offered~~Meals ~~programs.~~delivers ~~VFC’s~~fresh ~~objective~~chef-created ismeals to individuals ~~provide a family~~ and ~~community~~businesses ~~with balance~~ in ~~its~~the ~~state~~Lower Mainland of ~~the art centers~~BC. ~~VFC~~As ~~will~~a chef-prepared ~~feature~~meal ~~studios~~delivery ~~designed~~service, ~~for~~All ~~children~~Your ~~and~~Meals ~~adults~~is touniquely positioned ~~learn~~unlike ~~karate, martial arts, self-defense and~~ other ~~planned~~existing ~~activities.~~meal ~~Programs~~subscription ~~will~~companies bethat merely ~~offered~~offer iningredients ~~varying~~with ~~age~~the ~~groups~~accompanying ~~teaching~~recipes. ~~Villari~~The Company’s ~~range~~daily ~~of techniques. VFC owns martial arts studios in Florida~~prepared, ~~Massachusetts,~~delicious ~~Illinois~~ and ~~Arizona.~~easy ~~During~~meals ~~the~~have proven ~~next five years VFC plans~~ to ~~open~~address ~~new locations throughout~~ the ~~United~~need ~~States~~among ~~through~~a ~~company~~large ~~owned~~and ~~units,~~growing asconsumer demographic ~~well~~who assimply ~~franchised~~do ~~and~~not ~~joint~~have ~~venture locations. Additionally,~~ the ~~company~~time ~~will~~to ~~also~~cook beor ~~offering~~an ~~books,~~interest in ~~clothing and apparel over the internet~~cooking.

~~ITEM~~ Progress to-date: 3Since its establishment in 2015, All Your Meals has quickly progressed to becoming a reputable brand with a large base of loyal members.02 ~~UNREGISTERED~~Its ~~SALES~~proprietary OFmeal ~~EQUITY~~and ~~SECURITIES~~membership system serve as a valuable asset going forward. Combined with an acquired solid operational infrastructure, logistics management and delivery network, these allow the Company to develop a capacity and operational knowledge for large-scale production and market expansion.

No The management ~~underwriter~~of ~~participated~~All inYour ~~the~~Meals ~~transaction~~has ~~and~~incorporated ~~the~~a ~~consideration~~US ~~for~~Subsidiary, ~~the~~All Your ~~issuance~~Foods USA Inc, which has just completed its acquisition of Chop ~~the~~& ~~Company’s~~Chisel, ~~Series~~an Cestablished ~~Convertible~~meal ~~Preferred~~prep ~~Stock~~delivery ~~pursuant~~with toover $650,000 ~~the~~in ~~Agreement.~~annual ~~There~~revenue ~~were~~in noall-stock ~~cash~~deal ~~proceeds~~(time). ~~The~~Founded ~~transaction~~in 2015, ~~was~~Chop ~~exempt~~& ~~from~~Chisel ~~the~~is ~~registration~~a ~~provisions~~healthy ofmeal ~~the~~delivery ~~federal~~serving Charlotte, ~~securities~~Huntersville, ~~laws~~North ~~pursuant~~Carolina toand ~~the~~surrounding ~~exemption~~areas. ~~provided~~The acquisition byendows ~~Section~~All ~~4(2)~~Your Foods USA with existing database of subscribers ~~the~~that ~~Securities~~generate ~~Act~~steady and ~~Regulation~~growing D,revenue ~~Rule~~in ~~506~~a fast-growing market. The ~~certificates~~acquisition ~~representing~~includes three retail locations and an established delivery footprint in the ~~shares~~regions. ofAll Your ~~Series~~Foods CUSA ~~Convertible~~will ~~Preferred~~considerably ~~Stock~~enhance ~~contain~~Chop a& ~~legend~~Chisel’s operation ~~restricting~~by ~~their~~its ~~transferability,~~technology ~~absent~~infrastructure ~~registration~~including ormembership management, ~~applicable~~delivery ~~exemption~~tracking and scalability.

1 The current success of All Your Meals is attributed to the collective expertise and experience of its management team:

~~ITEM~~ Benny Doro, 5President Benny Doro is a successful businessman with over 20 years of experience in venture capitalism on Wall Street, early stage financing, entertainment media management, and financial payment software development.01 ~~CHANGES~~He INhas ~~CONTROL~~also OFbeen ~~REGISTRANT~~in the food service space for many years.

~~We are presently authorized to issue 750~~ Mark Wright,~~000,000~~ ~~shares~~COO ofMark ~~common~~Wright ~~stock. As of June 15, 2012, there are 547,769,915 shares of common stock issued and outstanding. We are also authorized to issue 10,000 shares of “blank check” preferred stock. There~~ is 80 shares of Series A Preferred Stock outstanding, convertible into 833,360 shares of common stock and 974 shares of Series B stock convertible into 8,696,846 shares of common stock.On June 15, 2012 the Company amended its Articles of Incorporation to designate 1,000 shares of Series C Convertible Preferred Stock, which, as a ~~result~~seasoned ofbusiness ~~the~~professional Agreement, 1,000 shares have been issued and are outstanding. The Series C Convertible Preferred Stock is convertible into the equivalent of 95% of the shares of the Company’s common stock. The Series C Convertible Preferred Stock votes together with the ~~Company’s~~ability ~~common stock~~ and ~~the~~passion number of votes for the Series C Convertible Preferred Stock shall be the same number as the amount of the Company’s shares issued upon conversion of the Series C Convertible Preferred Stock. Since there are not an adequate amount of authorized but unissued shares of common stock to ~~provide~~take ~~for~~start-ups ~~conversion~~and ofcatapult ~~the~~them ~~Series C Convertible Preferred Stock, on June 15, 2012, the Company approved an amendment~~ to the next ~~Articles~~level ofor ~~Incorporation~~ to ~~authorize~~refocus anstruggling ~~increase~~enterprises inon ~~the~~what ~~number~~is ~~of its authorized shares of common stock to 18,000,000,000~~truly important.

The following table sets forth certain information as of June 30, 2012, with respect to the beneficial ownership of the Company’s outstanding common stock, giving effect to the conversion of the Series A, Series B and Series C Convertible Preferred Stock. Except as otherwise indicated, each of the shareholders listed below has sole voting and investment power over the shares beneficially owned. Percentage ownership is based on an assumption of 14,971,298,237 shares of common stock outstanding as of June 15, 2012 on a fully diluted basis. Except for the Series A Preferred Stock, Series B Preferred Stock and the Series C Convertible Preferred Stock, there are no outstanding options, warrants or other securities convertible into our common stock.

Name of Beneficial Owner	Common Stock Beneficially Owned		Common Stock Beneficially Owned Giving Effect to Conversion of Series C Stock		Percentage of Common Stock Beneficially Owned Giving Effect to Conversion of Series C Stock
Fred Villari		0		4,896,883,801		32.71	%
Charles G. Spaniak, Sr. (1)		0		-0-		-0-
Lawrence H. Wolfe		0		127,191,787		*
Joyce Markley		0		3,179,794,676		21.24	%
Arlette Spaniak (2)		0		3,306,986,463		22.09	%
All officers and directors as a group				8,203,870,264		56.80	%

* Less than 1%.

(1) Does not include any shares owned or controlled by his spouse as to which he disclaims any beneficial ownership.

(2) Spouse of Charles G. Spaniak Sr.

Percentages are based on the following securities outstanding (adjusted as required by rules of the SEC) and entitled to vote, as of the record date:

● 547,769,915 shares of common stock;

● Does not include 833,360 shares of common stock underlying Series A;

● Does not include 8,696,846 shares of common stock underlying Series B; and

● 14,971,298,237 shares of common stock underlying Series C.

ITEM 5.02 DEPARTMENT OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Charles G. Spaniak, Sr. – President and Director

Mr. Spaniak Sr. has been the president and a director of VFC since its inception. Over the past 10 years, Mr. Spaniak Sr. has provided corporate management consulting services to many companies, covering all aspects of corporate mergers and acquisitions. He has also developed the franchise programs for many of these companies including raising capital. Mr. Spaniak has served companies that range from startup companies to fully operating corporations in both the private and public sectors. He has served as a Board member, Officer and Director or Consultant for many of these companies.

Lawrence H. Wolfe – Chief Financial Officer and Director

For the past year Mr. Wolfe has been associated with various accounting firms. Until May 2011, he was a partner in charge of audit and accounting, litigation support and business valuation services at Jewett, Schwartz, Wolfe & Associates, a regional South Florida CPA firm. Mr. Wolfe has over 25 years’ experience of providing accounting, auditing and consulting services to both public and private companies. Mr. Wolfe is a CPA licensed in the States of Florida and New York. Mr. Wolfe graduated from Syracuse University in 1985, earning a Bachelor of Science degree with majors in accounting and finance. Since July of 2011, Mr. Wolfe has also served as an Officer and Director of Mustang Alliances, Inc.

Fred J. Villari – Director

Mr. Villari has been a director of VFC since inception. He is a 10th degree black belt, the highest rank one can attain in the martial arts, achieving the designation of Grandmaster. Mr. Villari is the founder of the Shaolin Kempo Karate system – an approach to martial arts that combines Japanese martial arts with Chinese martial arts and Western boxing and for more than the past five years has been overseeing the quality control and testing at martial arts studios that bear his name. Mr. Villari has been inducted into the World Masters Hall of Fame.

Joyce Markley – Director

Mrs. Markley has been a director of VFC since inception. For more than the past five years she has been an administrative assistant to several private companies.She has administrative experience in the franchising and hospitality industries.

There are no material proceedings known to the Company to which any director, officer or affiliate of the Company or any owner of record or beneficially of more than 5% of any class of voting securities of the Company or any affiliate of such persons is a party adverse to the Company or has a material interest adverse to the Company. There are no legal proceedings known to the Company that are material to the evaluation of the ability or integrity of any of the directors or executive officers.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION.

On June 15, 2012, we amended our Articles of Incorporation to increase our authorized shares of common stock from 750,000,000 to 18,000,000,000

ITEM 8.01 OTHER EVENTS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired.

Audited financial statements of Villari Family Centers, Inc. as of October 31, 2011 and related notes thereto and unaudited financial information for the period ending April 30, 2012 (to be filed).

(b) Pro forma financial information

Unaudited pro forma financial information and notes to unaudited pro forma financial information (to be filed).

(d) Exhibits.

Exhibit No.		Description
3.1		Series C Preferred stock designation
3.2		Amendment to Certificate of Incorporation to increase authorized capital stock
10.1		Share Exchange Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mera Pharmaceuticals, Inc.
Dated: July 3, 2012	By:	/s/ Charles G. Spaniak, Sr.
Dated: December 18, 2020	By:	/s/ Charles G. Spaniak, Sr.
	Name:	Charles G. Spaniak, Sr.
	Title:	Chief Executive Officer and President

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