The owners of a Florida martial arts academy have acquired financially troubled Kona-based microalgae and sea salt producer Mera Pharmaceuticals and installed their own management team and board of directors.
Mera’s new owner is Villari Family Centers Inc., whose founder, Grandmaster Fred Villari, is described on the company’s website as a 10th-degree black belt and creator of the "Shaolin Kempo Karate system."
Mera continues to operate its production facility in the ocean science and technology park run by the National Energy Laboratory of Hawaii Authority, according to NELHA officials.
In a recent regulatory filing, Villari Family Centers characterized the deal as a "reverse merger" in which its shareholders gained control of the company by exchanging 100 percent of VFC shares for Mera’s Series C shares, which will constitute 95 percent of the new company’s voting stock. Fred Villari was listed as the largest single shareholder, owning 32.7 percent of the company. He also was listed as company spokesman.
Mera’s former chief executive officer, Greg Kowal, resigned his post effective June 15 but remained with the company as president of its sea salt business. Kenneth Crowder resigned as Mera’s chief operating officer.
Kowal and Villari did not return calls seeking comment.
Villari Family Centers was familiar with Mera’s operations because it distributed the company’s astaxanthin nutritional supplement at its martial arts facilities, said Greg Barbour, NELHA’s executive director.
"They apparently were one of Mera’s larger customers," Barbour said.
The new officers were listed as Charles Spaniak Sr., president and director; and Lawrence Wolfe, chief financial officer and director. Other directors include Fred Villari and Joyce Markley.
Mera’s most recent earnings report was filed July 26 for the quarter ended July 31, 2011. In the filing, Mera said its net loss narrowed to $15,750 for the quarter from $48,118 during the same period in 2010. The company reported a total accumulated deficit of $8.8 million.
"The future of the company is dependent upon its ability to obtain financing and upon future profitable operations from the development and sales of Kona Sea Salt," company officials said in the filing. "These factors raise substantial doubt that the company will be able to continue as a going concern."
The Villari Family Centers website listed locations in Boca Raton and Boynton Beach, Fla., with nearly two dozen more centers planned in Florida and seven other states.
"Family Centers are complete family-oriented martial arts complexes featuring Villari’s Martial Arts and Villari’s Karate Kids, which are separate studios for adults and kids offering a wide variety of classes," according to the company’s website.
Each center also offers an indoor playground for children, rooms for birthday parties, a Wi-Fi lounge and a cafe featuring "healthy meals, snacks as well as specialty coffees and drinks," according to the website.
