Nevada
(State
or other jurisdiction of incorporation or organization)
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20-2008579
(I.R.S.
Employer Identification No.)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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(Do not check if a smaller reporting company) |
Smaller
reporting company x
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Title
of securities
to
be registered
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Amount
to be registered (1)
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Proposed
maximum offering price per share (2)
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Proposed
maximum aggregate offering price (2)
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Amount
of registration fee (2)
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Common
Stock $0.001 par value
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6,295,000
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$0.20
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$1,259,000
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$70.26
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(1)
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No
plan interests are being
registered.
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(2)
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The
proposed maximum offering price per share and the proposed maximum
aggregate offering price have been estimated solely for the purpose of
calculating the registration fee pursuant to paragraph (h)(1) of Rule 457
promulgated under the Securities Act, based upon the terms and conditions
of the attached Plans.
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(a)
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The
Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30,
2008, filed with the Commission on November 14,
2008;
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(b)
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All
other reports filed with the Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above, including: Form 8-K filed with the
Commission on October 7, with respect to Items 1.01 and 5.02; Form 10-Q
filed with the Commission on November 14, 2008; Form 8-K filed with the
Commission on November 24, 2008, with regard to Item 5.02; Form 10-Q filed
with the Commission on February 17, 2009; and Form 10-Q filed with the
Commission on May 15, 2009; and
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(c)
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Description
of the Common Stock contained in a registration statement filed by the
Company with the Commission: Not applicable, but see the Company’s “Form
10 Information” contained in its current report on Form 8-K, filed with
the Commission on April 14, 2008.
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Exhibit
No.
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Description
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4.1 (1)
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Articles
of Incorporation of Elli Tsab, Inc.
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4.2 (1)
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Bylaws
of Fit for Business International, Inc.
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4.3 (2)
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Certificate
of Amendment of Articles of Incorporation filed March 10, 2008, changing
name to Marani Brands, Inc. and effectuating reverse stock
split
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4.4 (3)
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Agreement
and Plan of Merger
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4.5 (4)
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Form
10 Disclosure
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5.1
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Legal
Opinion of Roy D. Toulan, Jr., Esq.
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10.1
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Margrit
Eyraud – Debt Exchange Agreement, dated June 26, 2008
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10.2
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Consultant
Agreement Thomas Collins
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10.3
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Consultant
Agreement Vahe
Shahinian
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10.4
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Consultant
Agreement Varujan
Manuelian
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10.5
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Consultant
Agreement Anahit Mkrtchyan
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23.1
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Consent
of counsel (included in Exhibit 5.1)
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23.2
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Consent
of Gruber & Company, LLC
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(1)
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Filed
with our Registration Statement on Form SB-2 filed with the Commission on
March 7, 2005, as to Articles and Bylaws only.
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(2)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on April 3, 2008
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(3)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on April 10, 2008.
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(4)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on April 14, 2008.
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a)
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The
undersigned registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration
statement;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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b)
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The
undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
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c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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Marani
Brands, Inc.
(Registrant)
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|||
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By:
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s/s Ara Zartarian | |
Ara Zartarian | |||
Chief Executive Officer | |||
Director |
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By:
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s/s Ani Kevorkian | |
Ani Kevorkian | |||
Chief Financial Officer | |||
Director |
Exhibit
Index
|
Description
|
4.1 (1)
|
Articles
of Incorporation of Elli Tsab, Inc.
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4.2 (1)
|
Bylaws
of Fit for Business International, Inc.
|
4.3 (2)
|
Certificate
of Amendment of Articles of Incorporation filed March 10, 2008, changing
name to Marani Brands, Inc. and effectuating reverse stock
split
|
4.4 (3)
|
Agreement
and Plan of Merger
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4.5 (4)
|
Form
10 Disclosure
|
5.1
|
Legal
Opinion of Roy D. Toulan, Jr., Esq.
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10.1
|
Margrit
Eyraud – Debt Exchange Agreement, dated June 26, 2008
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10.2
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Consultant
Agreement Thomas Collins
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10.3
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Consultant
Agreement Vahe
Shahinian
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10.4
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Consultant
Agreement Varujan
Manuelian
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10.5
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Consultant
Agreement Anahit Mkrtchyan
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23.1
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Consent
of counsel (included in Exhibit 5.1)
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23.2
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Consent
of Gruber & Company, LLC
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(1)
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Filed
with our Registration Statement on Form SB-2 filed with the Commission on
March 7, 2005, as to Articles and Bylaws only.
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(2)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on April 3, 2008
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(3)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on April 10, 2008.
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(4)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on April 14, 2008.
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