Marani Brands, Inc. - Current report filing (8-K)
April 10 2008 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
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April 4, 2008
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Marani Brands, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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333-123176
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20-2008579
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(State or other jurisdiction of incorporation)
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(CommissionFile Number)
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(I.R.S. Employer Identification No.)
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13152 Raymer Street, Suite 1A
North Hollywood, CA 91605
(Address of principal executive offices) (zip code)
(949) 635-1240
(Registrant's telephone number, including area code)
Fit for Business International, Inc.
9900 Research Drive
Irvine, California 92618
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive
Agreement
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On
April 4, 2008, we entered into an Agreement and Plan of Merger (the "Agreement")
by and among FFBI Merger Sub Corp., a California corporation and our wholly-owned
subsidiary (the "Merger Sub"), and Margrit Enterprises International, Inc., a
California corporation ("MEI"), a copy of which is attached hereto as Exhibit
10.1, pursuant to which Merger Sub will merge with and into MEI, with MEI being
the surviving corporation (the "Merger"). At the Closing of the Merger, as defined
in the Agreement, the shareholders representing 100% of MEI's issued and outstanding
shares of common stock will have the right to exchange their shares of MEI common
stock for 100,000,000 shares of our common stock on the basis of 10 shares of
our common stock for each share of MEI common stock.
Under
the Agreement, as additional consideration for the Agreement and the Merger we
will issue, at Closing, the following: (i) 42,594,616 shares of our common stock
to Purrell Partners, LLC, or its assigns (the "Purrell Group") and (ii) a Warrant
to purchase 10,000,000 shares of our common stock at an exercise price of $0.10
per share to the Purrell Group.
Immediately
following the Closing, we are required to issue an aggregate of 15,120,000 shares
of our common stock, along with warrants to purchase an additional 15,120,000
shares of our common stock at $0.35 per share, to four (4) institutional investors
in exchange for cash of $3,780,000.
Following
the Closing and the post-Closing stock issuance to the four (4) investors, the
MEI shareholders will own 100,000,000 shares of our common stock, or approximately
63.2% of our then issued and outstanding 158,117,747 shares of common stock. The
Closing of the Merger took place on April 7, 2008. We will file an additional
Current Report on Form 8-K regarding the Closing and our new operations.
ITEM 9.01
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FINANCIAL STATEMENTS AND
EXHIBITS
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Exhibits
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10.1
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Agreement and Plan of Merger
dated April 4, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: April 9, 2008
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/s/
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Margrit
Eyraud
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By:
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Margrit Eyraud
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Its:
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President and Chief Executive Officer
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3
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