Marani Brands, Inc. - Statement of Beneficial Ownership (SC 13D)
April 21 2008 - 4:12PM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED STATES
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OMB
Number: 3235-0145
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SECURITIES AND EXCHANGE COMMISSION
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Expires:
February 28, 2009
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Washington, D.C. 20549
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Estimated
average burden
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hours
per response............14.5
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._________)*
Marani Brands, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
56575N 106
(CUSIP Number)
Craig V. Butler, Esq.
The Lebrecht Group, APLC
9900 Research Drive
Irvine, CA 92618
(949) 635-1240
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 7, 2008
(Date of Event which Requires Filing of This Statement)
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If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Persons who respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
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CUSIP No. 56575N 106
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1.
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Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Ara Zartarian
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2.
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Check the appropriate box if a member of a
group (See Instructions)
(a)
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(b)
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3.
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SEC use only
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4.
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Source of funds (See Instructions):
OO
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5.
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Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e):
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6.
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Citizenship or place of organization:
United States
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Number of
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7.
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Sole
Voting Power
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10,843,330
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Shares Bene-
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ficially Owned
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8.
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Shared
Voting Power
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0
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by Each
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Reporting
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9.
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Sole
Dispositive Power
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10,843,330
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Person With
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person:
10,843,330
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12.
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Check if the Aggregate amount in Row (11) Excludes
Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row
(11):
6.9%
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14.
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Type of Reporting Person (See Instructions):
IN
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ITEM 1. SECURITY AND ISSUER
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Common Stock, .001 par value
Marani Brands, Inc., 13152 Raymer Street, Suite 1A, North Hollywood, CA
91605
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ITEM 2. IDENTITY AND BACKGROUND
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(a)
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Name: This statement is filed on behalf of
Ara Zartarian ("Reporting Person").
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(b)
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Residence or Business Address of the Reporting
Person is:
13152 Raymer Street, Suite 1A
North Hollywood, CA 91605
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(c)
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Principal Occupation or Employment:
Reporting Person is Secretary, Chief Operating Officer and Executive VP
of Marani Brands, Inc.
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(d)
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During the last five years, the Reporting Person
has not been convicted in a criminal proceeding.
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(e)
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During the last five years, the Reporting Person
has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject
to a judgment, decree or final order enjoining future violations or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such law.
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(f)
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United States Citizen.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The 10,843,330 shares of Marani
Brands, Inc., were acquired by Reporting Person pursuant to the terms of
an Agreement and Plan of Merger dated April 4, 2008, under which the Reporting
Person exchanged 1,084,333 shares of Margrit Enterprises International,
Inc., for the 10,843,330 shares of Marani Brands, Inc. common stock.
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ITEM 4. PURPOSE OF TRANSACTION
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The 10,843,330 shares of Marani
Brands, Inc., were acquired by Reporting Person pursuant to the terms of
an Agreement and Plan of Merger dated April 4, 2008, under which Marani
Brands' wholly owned subsidiary, FFBI Merger Sub Corp. merged with and into
Margrit Enterprises International, Inc., ("MEI"), with MEI as the surviving
entity and subsidiary of Marani Brands.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a)
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The Reporting Person now owns 10,843,330 shares
of common stock of Marani Brands, Inc., which equates to 6.9% of Marani
Brand's outstanding common stock.
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(b)
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As to the 10,843,330 shares, Reporting Person
owns the following rights:
Sole Voting Power: 10,843,330
Shared Voting Power: 0
Sole Dispositive Power: 10,843,330
Shared Dispositive Power: 0
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(c)
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None.
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(d)
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None.
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(e)
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Not Applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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10.1*
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Agreement and Plan of Merger between
Issuer, FFBI Merger Sub Corp. and Margrit Enterprises International, Inc.
dated April 4, 2008.
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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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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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April
18, 2008
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Date
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Signature
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Ara
Zartarian, Secretary
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Name/Title
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Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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