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MERR > SEC Filings for MERR > Form 8-K on 1-May-2013All Recent SEC Filings

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Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

On April 26, 2013, the Company entered into a definitive agreement (the "Stock Purchase Agreement") for the sale and issuance of 24,333,000 shares of Common Stock at a price per share of $0.03, resulting in total proceeds to the Company of $730,000 (the "Second Closing"). This transaction was on identical terms to those agreed in the sale and issuance of shares of Common Stock on March 28, 2013, which were disclosed in a previously filed Currently Report on Form 8-K, and was consummated using definitive documents in the form previously filed with that 8-K.

For each share of Common Stock purchased the investors received a warrant to purchase 0.25 shares of Common Stock at a price of $0.04 per share, for a term of five years. A total of 6,083,000 warrants were issued in the Second Closing. One or more additional closings are anticipated. The Stock Purchase Agreement is attached hereto as an exhibit.

No underwriters, underwriting discounts or commissions were involved in the Second Closing.

Item Exhibits

99.1 Press release dated May 1, 2013 announcing Second Closing.

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