Summary of MERA PHARMACEUTICALS INC

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 29, 2012, the Company completed the acquisition of 100% of the outstanding common stock of VFC, a Florida corporation, organized in Florida in March 2010. VFC currently owns and operates family centers focused on teaching martial arts.

VFC is a Florida corporation with its executive offices located in Boca Raton, Florida. In March 2011, VFC Inc. entered into a full and exclusive licensing agreement with Grandmaster Fred J. Villari for total rights and authority to use his system of Martial Arts Training including all rights to use the "Villari's Martial Arts" systems and printed materials. VFC has also engaged Grandmaster Fred J. Villari to be the company spokesperson.

VFC is a multi-designed facility for the whole family to learn and grow. The centers are built around the idea that family unity is the core foundation of a strong society. Here the family can gather and participate in the karate classes, martial arts classes, or other offered programs. VFC's objective is to provide a family and community with balance in its state of the art centers. VFC will feature studios designed for children and adults to learn karate, martial arts, self-defense and other planned activities. Programs will be offered in varying age groups teaching Villari's range of techniques. VFC owns martial arts studios in Florida, Massachusetts, Illinois and Arizona. During the next five years VFC plans to open new locations throughout the United States through company owned units, as well as franchised and joint venture locations. Additionally, the company will also be offering books, clothing and apparel over the internet.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

In connection with the Agreement, the Company, in exchange for 100% of the issued and outstanding shares of VFC common shares owned by the VFC shareholders, issued to the shareholders 1,000 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 diluted basis as of the date of closing. The Series C Convertible Preferred Stock votes together with the Company's common stock and the 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.

No underwriter participated in the transaction and the consideration for the issuance of the Company's Series C Convertible Preferred Stock pursuant to the Agreement. There were no cash proceeds. The transaction was exempt from the registration provisions of the federal securities laws pursuant to the exemption provided by Section 4(2) of the Securities Act and Regulation D, Rule 506. The certificates representing the shares of Series C Convertible Preferred Stock contain a legend restricting their transferability, absent registration or applicable exemption.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

On June 15, 2012, VFC shareholders exchanged 100% of their shares of VFC common stock for shares of the Company's Series C Convertible Preferred Stock, which, upon conversion, will constitute 95% of the Company's common stock on a fully diluted basis as of the date of closing.

We are presently authorized to issue 750,000,000 shares of common 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 of the 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 common stock and the 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 for conversion of the Series C Convertible Preferred Stock, on June 15, 2012, the Company approved an amendment to the Articles of Incorporation to authorize an increase in the number of its authorized shares of common stock to 18,000,000,000.

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.

                                                                                                 Percentage of
                                                                                                 Common Stock
                                                                                                 Beneficially
                                                                            Common Stock         Owned Giving
                                                                         Beneficially Owned        Effect to
                                                      Common Stock        Giving Effect to       Conversion of
                                                      Beneficially      Conversion of Series       Series C
Name of Beneficial Owner                                 Owned                C Stock                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

Effective June 15, 2012, Gregory F. Kowal resigned as Chief Executive Officer and Chief Financial Officer, Kenneth I. Crowder resigned as Chief Operating Officer of the Company and elected Mr. Spaniak as President and Chief Executive Officer, Mr. Lawrence Wolfe as Vice President of Finance and Chief Financial Officer and Joyce Markley as Secretary. Messrs. Kowal, Crowder and Yamamoto have resigned as directors effective June 15, 2012. Messrs. Villari, Spaniak, Wolfe and Ms. Markley have been elected as directors. Mr. Kowal has, however, remained with the Company as President of its continuing Hawaiian salt business.

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 . . .