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)
: March
22, 2021
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MERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-23460
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04-3683628
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8275 S. Easter Ave. Suite 200, Las Vegas, NV 89123
(Address of principal executive offices) (Zip Code)
604-500-4157
Registrant’s telephone number, including area
code
2240 NW 19 th Street, Suite 911, Boca Raton, Florida
33431
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On
March 22, 2021, the Company entered into a share exchange agreement
under which the Company acquired 100 percent of the outstanding
interests of All Your Foods USA, Inc in exchange for 35,200,000
common shares of the Company. The Agreement contained the customary
representations and warranties and is attached hereto as Exhibit
10.1.
All
Your Foods USA INC
All
Your Foods USA via its brands
Chopandchisel.com
Cavemanchefs.com
Allyourmeals.com
Mealkraft.ca
Delivering
healthy, gourmet ready-made meals, prepared and delivered to the
client's door. Our corporate chefs work hard to design meals that
are nutritionally balanced with no preservatives, freshly made and
designed to optimize customer's health and serve their busy
lifestyle. The Company’s meals menu includes entrees and
breakfasts with dairy products, eggs, pork, tree nuts, chicken,
beef, turkey, fish, soy, shellfish as well as an all-Vegan line of
dishes. All Your Foods offers Ala La Carte and weekly
subscriptions.
All
Your Foods production kitchens are also used to supply white label
products to other successful national subscriptions brands in both
the USA and Canada. The technology at the heart of the All Your
Foods USA systems, is what allows the unlimited scaling of client
and corporate orders of meals and other food products.
Mr. Benny Doro, President, Director, Age 54
Benny
Doro is a successful New York based businessman with over twenty
years of experience in venture capital, early stage financing,
entertainment media management and financial payment software
development.
In
2002, Mr. Doro became a partner in Marketview Financial Group, Inc.
a private investment banking firm based on Wall Street. Mr. Doro
has been instrumental in developing a number of projects from
fruition thought funding through to taking them
public.
Mr.
Doro is also a co- founder and President at Universal Vision Group,
a leading provider e-commerce software providing international
multi-currency pre-paid cards to both corporate users and consumers
offering a complete Tier 1 pre-paid card issuer processing
infrastructure. The company is also a e-commerce Payments Systems
Provider with multiple banking relations and clients across America
and internationally.
Mr.
Doro serves on the Board of Directors at Pyramid Media, Inc.
(Pyramid Records), an entertainment company with multiple artists
that provides major distribution through INgrooves Fontana and
Universal Music Group Distribution, the largest distributor of
music in the world.
In
1995, Mr. Doro founded NextLevel Productions Inc., a multi-media
advertising and marketing company. As CEO of the company, he
managed multiple clients including negotiating content deals with
artists such as Madonna, Van Halen, U2, KISS, Britney Spears,
Jessica Simpson, and Sony Fanfire. In 2001, NextLevel merged with
Wiremix Media Inc., and became the largest digital advertising
company in the online gambling industry with over 65 clients. In
2002, Mr. Doro negotiated the sale of NextLevel to a publicly
traded company.
From
1985 to 2000, Mr. Doro performed in and managed a Rock and Roll
band under the tutelage of Paul Stanley from KISS, which saw him
performing in venues world-wide, while providing him with priceless
insight into the entertainment and music industries
Mr.
Doro was also an officer and director of Atlantic Acquisition II,
Inc., from (since June 29, 2020), and Atlantic Acquisition I,
Inc.(from Dec. 29, 2020 to Feb. 2018) a blank check both of which a
blank check which recently went effective and is behind in its
reporting obligations.
Rafi Markarians, Treasurer, Director Age 56
Rafi
Markarian is the VP of finance and business development for All
Your Foods USA. He has been instrumental in financing various
company and help negotiate many of the earlier
partnerships.
Previously
Mr. Markarian has been involved in several other high tech groups
bringing financing and helping negotiate some of the agreements.
With over 35 years of financial experience Mr. Markarian continues
to be a key partner in the companies ongoing growth.
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.
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Mera Pharmaceuticals, Inc.
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Dated:
March 17, 2021
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By:
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/s/ Benny
Doro
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Name:
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Benny
Doro
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Title:
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Chief
Executive Officer and President
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