MERA PHARMACEUTICALS, INC. Item 8.01 Other
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Mera Pharmaceuticals, Inc.
8275 S. Eastern Ave. Suite 200
Las Vegas, NV 89113
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604-500-4157
Quarterly Report
For the Period Ending: April 30, 2021 (the "Reporting Period")
As of
577,769,915
As of
547,769,915
As of
547,769,915 Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Yes: ? No: ?
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ? No: ?
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ? No: ?
1)
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1 "Change in Control" shall mean any events resulting in:
(i)Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii)A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
OTC Markets Group Inc. Page 2 of 11
In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.
Mera Pharmaceuticals, Inc. Aquasearch, Inc. until 7-02 Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ? No: ?
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
No 2) Security Information Trading symbol: MRPI Exact title and class of securities Common CUSIP: outstanding: Par or stated value:$.001 Total shares authorized: 18,000,000 as of date:April 30, 2021 Total shares outstanding: 579,269,915 as of date:April 30, 2021
Number of shares in the Public Float2: 547,769,915 as of date:
All additional class(es) of publicly traded securities (if any):
Trading symbol: ____________ Exact title and class of securities ____________ outstanding: CUSIP: ____________ Par or stated value: ____________ Total shares authorized: ____________ as of date: ____________ Total shares outstanding: ____________ as of date: ____________ Transfer Agent
+1 919-744-2722 www.issuerdirect.com
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converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. 2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
OTC Markets Group Inc. Page 3 of 11
Email: info@colonialstocktransferco.com
Is the Transfer Agent registered under the Exchange Act?3 Yes: ? No:?
Describe any trading suspension orders issued by the
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None 3) Issuance History The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period. Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ?
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/2017 Common: *Right-click the rows below and select
"Insert" to add rows as needed.
65,094,454
Preferred: ______
Date of Transaction Transaction Number of Shares Class of Securities Value of shares Were the Individual/ Entity Reason for share Restricted or Exemption or
type (e.g. new Issued (or cancelled) issued ($/per shares Shares were issued to issuance (e.g. for Unrestricted as of Registration
issuance, share) at issued at a (entities must have cash or debt this filing. Type.
cancellation, Issuance discount to individual with conversion) -OR-
shares returned market price voting / investment Nature of Services
to treasury) at the time control disclosed). Provided
of issuance?
(Yes/No)
March 22, 2021 New Issuance 35,200,000 Common $0.001 yes All Your Foods
Inc. Company
4(2)
Shares Outstanding on Date of This Report: 579,269,915
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3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. Page 4 of 11
Ending 4/30/2021 Balance Ending Balance: 579,269,915
Date4.30.2021 Common: 579,269,915 Example: A company with a fiscal year end ofDecember 31st , in addressing this item for its quarter endedSeptember 30, 2020 , would include any events that resulted in changes to any class of its outstanding shares from the period beginning onJanuary 1, 2017 throughSeptember 30, 2020 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
B.
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities..
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ?
Date of Outstanding Principal Interest Maturity Date Conversion Terms Name of Reason for
Note Balance ($) Amount at Accrued (e.g. pricing Noteholder Issuance
Issuance Issuance ($) mechanism for (entities (e.g.
($) determining must have Loan,
conversion of individual Services,
instrument to with voting/ etc.)
shares) investment
control
disclosed).
None.
Use the space below to provide any additional details, including footnotes to the table above:
OTC Markets Group Inc. Page 5 of 11
4) Financial Statements
A. The following financial statements were prepared in accordance with:
?U.S. GAAP ? IFRS
B. The financial statements for this reporting period were prepared by (name of
individual)4:Name :Mark Wright Title:
Relationship to Issuer: Accountant
Provide the financial statements described below for the most recent fiscal year
or quarter. For the initial disclosure statement (qualifying for Pink Current
Information for the first time) please provide reports for the two previous
fiscal years and any subsequent interim periods.
C. Balance sheet;
D. Statement of income;
E. Statement of cash flows;
F. Statement of Changes in Shareholders' Equity
G. Financial notes
You may either (i) attach/append the financial statements to this disclosure
statement or (ii) file the financial statements through OTCIQ as a separate
report using the appropriate report name for the applicable period end. ("Annual
Report," "Quarterly Report" or "Interim Report").
If you choose to publish the financial statements in a separate report as
described above, you must state in the accompanying disclosure statement that
such financial statements are incorporated by reference. You may reference the
document(s) containing the required financial statements by indicating the
document name, period end date, and the date that it was posted to OTCIQ in the
field below. Financial Statements must be compiled in one document.
The Fourth Quarter Financial Statements are incorporated in this disclosure by
reference and are posted in a separated document. File named Annual Financials
dated 12/31/2020.
Financial statement information is considered current until the due date for the
subsequent report (as set forth in the qualifications section above). To remain
qualified for Current Information, a company must post its Annual Report within
90 days from its fiscal year-end date and Quarterly Reports within 45 days of
each fiscal quarter-end date.
5) Issuer's Business, Products and Services
The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:
A. Summarize the issuer's business operations (If the issuer does not have
current operations, state "no operations") Meal prep and delivery.
B. Describe any subsidiaries, parents, or affiliated companies, if applicable,
and a description of such entity's business, contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference None OTC Markets Group Inc. Page 6 of 11
C. Describe the issuers' principal products or services, and their markets
OnMarch 22, 2021 , the Company entered into a share exchange agreement under which the Company acquired 100 percent of the outstanding interests ofAll Your Foods USA, Inc in exchange for 35,200,000 common shares of the Company. The Agreement contained the customary representations and warranties. All Your FoodsUSA INC
All
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. AllYour Foods offersAla La Carte and weekly subscriptions. AllYour Foods production kitchens are also used to supply white label products to other successful national subscriptions brands in both theUSA andCanada . The technology at the heart of theAll Your Foods USA systems, is what allows the unlimited scaling of client and corporate orders of meals and other food products.
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4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
OTC Markets Group Inc. Page 7 of 11
6) Issuer's Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
Officers, Directors, and Control Persons
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders. Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer's securities, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section. Name of Affiliation with Residential Number of Share Ownership Note Officer/Director Company (e.g. Address shares type/class Percentage or Control Officer/Director/Owner (City / owned of Class Person of more than 5%) State Only) Outstanding OTC Markets Group Inc. Page 8 of 11
7) Legal/Disciplinary History
A. Please identify whether any of the persons listed above have, in the past 10
years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
None
2. The entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person's
involvement in any type of business, securities, commodities, or banking
activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil
action), the
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding or judgment has not been
reversed, suspended, or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended, or otherwise limited such person's involvement
in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the issuer or any of
its subsidiaries is a party or of which any of their property is the subject.
Include the name of the court or agency in which the proceedings are pending,
the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. None 8) Third Party Providers
Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel
Name :Byron Thomas Firm:Law Offices of Bryon Thomas Address 1: 3275 S.Jones Blvd Suite 104 Address 2:Las Vegas, NV 89146 Phone: 702-747-3101 Email: byronthomaslaw@gmail.com
OTC Markets Group Inc. Page 9 of 11
9) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities).
The certifications shall follow the format below:
I,Benny Doro that:
1. I have reviewed this Annual and Quarterly Financial Statement of
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.06/28/2021 [Date]
__________________________________CEO and CFO
OTC Markets Group Inc. Page 10 of 11
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