Nevada |
20-2008579 | |
(State or Other Jurisdiction of |
(I.R.S. Employer | |
Incorporation or Organization) |
Identification No.) |
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company x |
• We amended Note 1 (Description of Business) to restate the April 2008 merger transaction between the Company and Margrit Enterprises International, Inc. to apply reverse merger accounting, rather than the purchase method, and to clarify our disclosure of the merger transaction and our pre and post merger business
activities. |
• We have amended Item 2 (Management’s Discussion and Analysis) to disclose the effects of the differences for the change in accounting treatments from the purchase method to reverse merger accounting as a result of a correction of an error, with respect to our disclosure of expenses including stock based
compensation, which have been reclassified as a General and Administrative expense.
| |
• We have amended our financial reporting to apply reverse merger accounting, rather than purchase method accounting, to the April 2008 merger transaction. |
• We have amended Note 4 to our financial statements to describe the April 2008 merger transaction between the Company and Margrit Enterprises International, Inc. as a reverse merger, rather than as an asset purchase, and to disclose the simultaneous sale of our subsidiary FFB Australia to our former CEO. |
• We have amended Note 11 to our financial statements to disclose our change of accounting treatment from transactional costs related to the merger transaction from capitalization to a charge to earnings as a result of a correction of an error.
| |
• We have added Note 14 (Restatement) to our restated financial statements for the year period ending September 30, 2008 to present the adjustments that have been made to our original Form 10-Q for this period, as filed on November 14, 2008 as a result of the reverse merger accounting treatment of
the merger transaction. |
Page | |
PART I - FINANCIAL INFORMATION |
|
Item 1. Financial Statements (Unaudited) |
4 |
5 | |
6 | |
7 | |
8 | |
23 | |
27 | |
Item 4T. Controls and Procedures |
|
27 | |
PART II - OTHER INFORMATION |
|
Item 1. Legal Proceedings |
29 |
Item 1A. Risk Factors |
29 |
33 | |
Item 3. Defaults Upon Senior Securities |
33 |
33 | |
Item 5. Other Information |
33 |
Item 6. Exhibits |
34 |
UNAUDITED |
||||||||
September 30, |
June 30, |
|||||||
2008 |
2008 |
|||||||
Assets |
||||||||
Current Assets |
||||||||
Cash & Equivalents |
$ | 1,161,752 | $ | 2,460,663 | ||||
Accounts Receivable |
25,340 | 29,661 | ||||||
Inventory |
398,516 | 77,307 | ||||||
Total Current Assets |
1,585,608 | 2,567,631 | ||||||
Property & Equipment, Net |
5,160 | 5,510 | ||||||
Deposits |
35,255 | 35,255 | ||||||
Total Assets |
$ | 1,626,023 | $ | 2,608,396 | ||||
Liabilities & Stockholders' Equity (Deficit) |
||||||||
Current Liabilities |
||||||||
Accounts Payable |
$ | 124,617 | $ | 260,894 | ||||
Accrued Expenses |
83,872 | 94,063 | ||||||
Notes Payable |
80,495 | 80,495 | ||||||
Total Current Liabilities |
288,984 | 435,452 | ||||||
Non-Current Liabilities |
||||||||
Notes Payable |
124,816 | 249,816 | ||||||
Total Non-Current Liabilities |
124,816 | 249,816 | ||||||
Total Liabilities |
$ | 413,800 | $ | 685,268 | ||||
Commitments & Contingencies |
- | - | ||||||
Stockholders' Equity (Deficit) |
||||||||
Common Stock, $0.001 par value, 300,000,000 shares |
||||||||
authorized; 169,993,752 and 169,743,752 shares issued and outstanding, respectively |
169,994 | 169,744 | ||||||
Additional Paid-in Capital |
19,490,049 | 19,427,799 | ||||||
Accumulated Deficit |
(18,447,820 | ) | (17,674,415 | ) | ||||
Total Stockholders' Equity (Deficit) |
1,212,223 | 1,923,128 | ||||||
Total Liabilities & Stockholders' Equity (Deficit) |
$ | 1,626,023 | $ | 2,608,396 |
For the Three Months Ended |
||||||||
September 30, |
||||||||
2008 |
2007 |
|||||||
Sales |
$ | 21,574 | $ | 22,719 | ||||
Cost of Sales |
5,617 | 5,230 | ||||||
Gross Profit |
15,957 | 17,489 | ||||||
Operating Expenses |
||||||||
Marketing and Sales Promotion |
433,816 | 58,412 | ||||||
General & Administrative |
362,015 | 73,537 | ||||||
Total Operating Expenses |
795,831 | 131,949 | ||||||
Operating Income (Loss) |
$ | (779,874 | ) | $ | (114,460 | ) | ||
Other Income (Expense) |
||||||||
Interest Income |
7,546 | - | ||||||
Interest Expense |
(1,077 | ) | (4,326 | ) | ||||
Total Other Income (Expense) |
6,469 | (4,326 | ) | |||||
Net Income (Loss) Before Income Taxes |
$ | (773,405 | ) | $ | (118,786 | ) | ||
Provision for Income Taxes |
- | - | ||||||
Net Income (Loss) |
$ | (773,405 | ) | $ | (118,786 | ) | ||
Net Income per Share |
||||||||
Basic |
$ | (0.00 | ) | $ | (0.00 | ) | ||
Diluted |
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
||||||||
Number of Shares Used in Per Share Calculations |
||||||||
Basic |
169,868,752 | 64,636,500 | ||||||
Diluted |
169,868,752 | 64,636,500 |
For the Three Months Ended
September 30, |
||||||||
2008 |
2007 |
|||||||
Net Income (Loss) |
$ | (773,405 | ) | $ | (118,786 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Stock Based Compensation |
62,500 | - | ||||||
Depreciation & Amortization |
350 | 730 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts Receivable |
4,321 | 12,924 | ||||||
Inventory |
(321,209 | ) | (128,943 | ) | ||||
Accounts Payable |
(136,277 | ) | (17,553 | ) | ||||
Accrued Expenses |
(10,191 | ) | 205 | |||||
Net Cash Used in Operating Activities |
(1,173,911 | ) | (251,423 | ) | ||||
Notes Payable |
(125,000 | ) | (105,910 | ) | ||||
Notes Payable Related Parties |
- | (23,568 | ) | |||||
Common Stock Issued for Cash |
- | 356,063 | ||||||
Net Cash Provided by Financing Activities |
(125,000 | ) | 226,585 | |||||
Net Increase (Decrease) in Cash |
(1,298,911 | ) | (24,838 | ) | ||||
Cash Beginning of Period |
2,460,663 | 35,611 | ||||||
Cash End of Period |
$ | 1,161,752 | $ | 10,773 | ||||
Supplemental Disclosure of Cash Flow Information: |
||||||||
Cash Paid during the period for interest |
$ | 1,077 | $ | 4,326 | ||||
Cash Paid during the period for income taxes |
- | - |
· |
For the quarter ended September 30, 2007, the number of shares outstanding was the income of the legal acquiree (MEI) attributable to common shareholders (100%), multiplied by the legal acquiree’s historical weighted average number of common shares outstanding (6,463,650), multiplied by the exchange ratio established
in the acquisition agreement (10:1). |
September 30, |
June 30, |
|||||||
2008 |
2008 |
|||||||
Statutory Federal Tax (Benefit) Rate |
-34.00 | % | -34.00 | % | ||||
Statutory State Tax (Benefit) Rate |
-5.83 | % | -5.83 | % | ||||
Effective Tax (Benefit) Rate |
-39.83 | % | -39.83 | % | ||||
Valuation Allowance |
39.83 | % | 39.83 | % | ||||
Effective Income Tax |
0.00 | % | 0.00 | % |
September 30, |
June 30, |
|||||||
2008 |
2008 |
|||||||
Net Operating Loss Carryforward |
$ | 7,347,767 | $ | 7,039,719 | ||||
Valuation Allowance |
(7,347,767 | ) | (7,039,719 | ) | ||||
Net Deferred Tax Asset |
$ | - | $ | - |
· |
By virtue of this statutory merger, the separate corporate existence of FFBI Merger Sub Corp. ceased, with MEI remaining as the surviving corporation.
|
· |
The shares of FFBI Merger Sub Corp. held by the Company pre merger were converted into the shares of MEI and, post merger, the MEI conversion shares remain outstanding and continue to be held by the Company as shares of MEI
|
· |
Since MEI was a company with an ongoing business, and since FFBI Merger Sub Corp. had no business operations and ceased to exist as a separate corporate entity, this merger transaction constituted a “forward merger”
|
· |
Contemporaneous with the MEI – FFBI Merger Sub merger described above, MEI merged with the Company in a reverse merger. In this reverse merger, each share of MEI common stock held by its stockholders was automatically exchanged for shares of the Company, determined by a 10 for 1 exchange ratio
|
· |
The Company issued 100,000,000 shares of its common stock to the stockholders of MEI in the exchange transaction set for the above, and the 10,000,000 shares of MEI then held by the Company as a result of the exchange transaction were cancelled.
|
· |
The Company thereby holds 100% of the shares of MEI by virtue of the Company’s ownership of the MEI shares that it obtained as part of the merger of FFBI Merger Sub Corp. and MEI, which shares now represent all of the issued and outstanding shares of MEI.
|
· |
On April 7, 2008, the Company sold its entire interest in its subsidiary, Fit For Business (Australia) Pty Limited ("FFB Australia"), to its former Chief Executive Officer.
|
· |
Since MEI operated an ongoing business and since the Company had pre merger business operations that were not pursued by the Company post merger, this merger transaction constituted a “reverse merger”.
|
· |
By virtue of this “reverse merger,” both MEI and the Company continue to have a separate existence, with MEI becoming a wholly owned subsidiary of the Company. |
September 30, |
June 30, |
|||||||
2008 |
2008 |
|||||||
Property & Equipment |
$ | 6,969 | $ | 6,969 | ||||
Less: Accumulated Depreciation |
(1,809 | ) | (1,459 | ) | ||||
Net Property & Equipment |
$ | 5,160 | $ | 5,510 |
September 30, |
June 30, |
|||||||
2008 |
2008 |
|||||||
Accrued Payroll and Taxes |
$ | 25,000 | $ | 31,266 | ||||
Credit Cards Payable |
38,872 | 22,797 | ||||||
Accrued Professional Fees |
20,000 | 40,000 | ||||||
Total Accounts Payable and Accrued Expenses |
$ | 83,872 | $ | 94,063 |
Number of Warrants |
Weighted Average Exercise Price |
|||||||
Outstanding June 30, 2008 |
29,620,000 | $ | 0.32 | |||||
Granted |
- | $ | - | |||||
Forfeited |
- | $ | - | |||||
Exercised |
- | $ | - | |||||
Outstanding September 30, 2008 |
29,620,000 | $ | 0.32 | |||||
Expiry |
Number of Warrants |
Exercise Price |
||||||
September 30, 2010 |
10,000,000 | $ | 0.10 | |||||
November 11, 2010 |
4,700,000 | $ | 0.35 | |||||
November 29, 2010 |
160,000 | $ | 0.35 | |||||
April 2, 2011 |
520,000 | $ | 0.35 | |||||
April 15, 2011 |
250,000 | $ | 1.00 | |||||
May 1, 2011 |
2,375,000 | $ | 0.25 | |||||
June 1, 2011 |
10,000,000 | $ | 0.50 | |||||
June 4, 2011 |
100,000 | $ | 1.00 | |||||
June 11, 2011 |
1,515,000 | $ | 0.35 | |||||
Total |
29,620,000 | $ | 0.32 |
Expected Dividend Yield |
0.00 | % | ||
Risk Free Interest Rate |
2.75 | % | ||
Expected Volatility |
60.00 | % | ||
Expected Life (in years average) |
2.4 |
· |
One hundred fifty thousand dollars ($150,000) on October 1, 2008; |
· |
Seventy five thousand dollars ($75,000) on January 30, 2009; |
· |
Seventy five thousand dollars ($75,000) on March 31, 2009; and |
· |
One hundred five thousand dollars ($105,000) on June 30, 2009 |
· |
The Company shall pay all unreimbursed business expenses, upon submission by Ms. Eyraud; |
· |
Continuation of Ms. Eyraud’s health and life insurance coverage until December 31, 2010 at levels in place as of September 15, 2008; |
· |
The ten year stock options to purchase 5,000,000 shares of the Company’s common stock at $0.25 per share, granted to Ms. Eyraud pursuant to the Employment Agreement, are deemed fully vested immediately; |
· |
The existing Lock-up agreement governing the shares of the Company’s common stock beneficially owned by Ms. Eyraud shall continue pursuant to its terms, subject to revision, waiver or modification consistent with any revision, waiver or modification of other similar Lock-up agreements existing between the Company and third
parties, including its management and affiliates; |
· |
The Company shall obtain releases of any guarantees Ms. Eyraud has executed to the favor of the Company; and |
· |
All indemnification agreements running in favor of Ms. Eyraud shall be maintained for a period of six (6) years, commencing October 2, 2008, and the Company shall assume the indemnification of Ms. Eyraud with respect to the activities of its wholly owned subsidiary, Marani Spirits, Inc., for a like period. |
June 30, 2008 |
||||||||||||
As Originally Stated |
Adjustments |
As Restated |
||||||||||
Assets |
||||||||||||
Current Assets |
||||||||||||
Cash & Equivalents |
$ | 2,460,663 | $ | - | $ | 2,460,663 | ||||||
Accounts Receivable |
29,661 | - | 29,661 | |||||||||
Inventory |
77,307 | - | 77,307 | |||||||||
Total Current Assets |
2,567,631 | - | 2,567,631 | |||||||||
Property & Equipment, Net |
5,510 | - | 5,510 | |||||||||
Deposits |
35,255 | - | 35,255 | |||||||||
Goodwill and Intangibles |
3,861,280 | (3,861,280 | ) | - | ||||||||
Total Assets |
$ | 6,469,676 | $ | (3,861,280 | ) | $ | 2,608,396 | |||||
Liabilities & Stockholders' Equity (Deficit) |
||||||||||||
Current Liabilities |
||||||||||||
Accounts Payable |
$ | 260,894 | $ | - | $ | 260,894 | ||||||
Accrued Expenses |
94,063 | - | 94,063 | |||||||||
Notes Payable |
80,495 | - | 80,495 | |||||||||
Total Current Liabilities |
435,452 | - | 435,452 | |||||||||
Non-Current Liabilities |
||||||||||||
Notes Payable |
249,816 | - | 249,816 | |||||||||
Total Non-Current Liabilities |
249,816 | - | 249,816 | |||||||||
Total Liabilities |
$ | 685,268 | $ | - | $ | 685,268 | ||||||
Commitments & Contingencies |
- | - | - | |||||||||
Stockholders' Equity (Deficit) |
||||||||||||
Preferred Stock |
||||||||||||
Common Stock |
169,744 | - | 169,744 | |||||||||
Additional Paid-in Capital |
22,629,079 | (3,201,280 | ) | 19,427,799 | ||||||||
Direct Offering Costs |
(11,779,577 | ) | 11,779,577 | - | ||||||||
Accumulated Deficit |
(5,234,838 | ) | (12,439,577 | ) | (17,674,415 | ) | ||||||
Total Stockholders' Equity (Deficit) |
5,784,408 | (3,861,280 | ) | 1,923,128 | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) |
$ | 6,469,676 | $ | (3,861,280 | ) | $ | 2,608,396 |
September 30, 2008 |
|||||||||||||
As Originally Stated |
Adjustments |
As Restated |
|||||||||||
Assets |
|||||||||||||
Current Assets |
|||||||||||||
Cash & Equivalents |
$ | 1,161,752 | $ | - | $ | 1,161,752 | |||||||
Accounts Receivable |
25,340 | - | 25,340 | ||||||||||
Inventory |
398,516 | - | 398,516 | ||||||||||
Total Current Assets |
1,585,608 | - | 1,585,608 | ||||||||||
Property & Equipment, Net |
5,160 | - | 5,160 | ||||||||||
Deposits |
35,255 | - | 35,255 | ||||||||||
Goodwill and Intangibles |
3,861,280 | (3,861,280 | ) | A | - | ||||||||
Total Assets |
$ | 5,487,303 | $ | (3,861,280 | ) | $ | 1,626,023 | ||||||
Liabilities & Stockholders' Equity (Deficit) |
|||||||||||||
Current Liabilities |
|||||||||||||
Accounts Payable |
$ | 124,617 | $ | - | $ | 124,617 | |||||||
Accrued Expenses |
83,872 | - | 83,872 | ||||||||||
Notes Payable |
80,495 | - | 80,495 | ||||||||||
Total Current Liabilities |
288,984 | - | 288,984 | ||||||||||
Non-Current Liabilities |
|||||||||||||
Notes Payable |
124,816 | - | 124,816 | ||||||||||
Total Non-Current Liabilities |
124,816 | - | 124,816 | ||||||||||
Total Liabilities |
$ | 413,800 | $ | - | $ | 413,800 | |||||||
Commitments & Contingencies |
- | - | - | ||||||||||
Stockholders' Equity (Deficit) |
|||||||||||||
Preferred Stock |
|||||||||||||
Common Stock |
169,994 | - | 169,994 | ||||||||||
Additional Paid-in Capital |
22,691,329 | (3,201,280 | ) | A | 19,490,049 | ||||||||
Direct Offering Costs |
(11,779,577 | ) | 11,779,577 | B | - | ||||||||
Accumulated Deficit |
(6,008,243 | ) | (12,439,577 | ) | A/B | (18,447,820 | ) | ||||||
Total Stockholders' Equity (Deficit) |
5,073,503 | (3,861,280 | ) | 1,212,223 | |||||||||
Total Liabilities & Stockholders' Equity (Deficit) |
$ | 5,487,303 | $ | (3,861,280 | ) | $ | 1,626,023 |
For the Three Months Ended |
|||||||||||||
September 30, 2007 |
|||||||||||||
As Originally Stated |
Adjustments |
As Restated |
|||||||||||
Sales |
$ | 22,719 | $ | - | $ | 22,719 | |||||||
- | |||||||||||||
Cost of Sales |
5,230 | - | 5,230 | ||||||||||
Gross Profit |
17,489 | - | 17,489 | ||||||||||
Operating Expenses |
|||||||||||||
Marketing and Sales Promotion |
58,412 | - | 58,412 | ||||||||||
General & Administrative |
73,537 | - | 73,537 | ||||||||||
Stock Based Compensation |
- | - | - | ||||||||||
Total Operating Expenses |
131,949 | - | 131,949 | ||||||||||
Operating Income (Loss) |
$ | (114,460 | ) | $ | - | $ | (114,460 | ) | |||||
Other Income (Expense) |
|||||||||||||
Interest Income |
- | - | - | ||||||||||
Interest Expense |
(4,326 | ) | - | (4,326 | ) | ||||||||
Total Other Income (Expense) |
(4,326 | ) | - | (4,326 | ) | ||||||||
Net Income (Loss) Before Income Taxes |
$ | (118,786 | ) | $ | - | $ | (118,786 | ) | |||||
Provision for Income Taxes |
- | - | - | ||||||||||
Net Income (Loss) |
$ | (118,786 | ) | $ | - | $ | (118,786 | ) | |||||
Net Income per Share |
|||||||||||||
Basic |
$ | (0.02 | ) | $ | 0.02 |
A |
$ | (0.00 | ) | ||||
Diluted |
$ | (0.02 | ) | $ | 0.02 |
A |
$ | (0.00 | ) | ||||
|
|||||||||||||
Number of Shares Used in Per Share Calculations |
|||||||||||||
Basic |
6,463,650 | 58,172,850 |
A |
64,636,500 | |||||||||
Diluted |
6,463,650 | 58,172,850 |
A |
64,636,500 |
For the Three Months Ended |
|||||||||||||
September 30, 2008 |
|||||||||||||
As Originally Stated |
Adjustments |
As Restated |
|||||||||||
Sales |
$ | 21,574 | $ | - | $ | 21,574 | |||||||
- | |||||||||||||
Cost of Sales |
5,617 | - | 5,617 | ||||||||||
Gross Profit |
15,957 | - | 15,957 | ||||||||||
Operating Expenses |
|||||||||||||
Marketing and Sales Promotion |
433,816 | - | 433,816 | ||||||||||
General & Administrative |
299,515 | 62,500 | C | 362,015 | |||||||||
Stock Based Compensation |
62,500 | (62,500 | ) | C | - | ||||||||
Total Operating Expenses |
795,831 | - | 795,831 | ||||||||||
Operating Income (Loss) |
$ | (779,874 | ) | $ | - | $ | (779,874 | ) | |||||
Other Income (Expense) |
|||||||||||||
Interest Income |
7,546 | - | 7,546 | ||||||||||
Interest Expense |
(1,077 | ) | - | (1,077 | ) | ||||||||
Total Other Income (Expense) |
6,469 | - | 6,469 | ||||||||||
Net Income (Loss) Before Income Taxes |
$ | (773,405 | ) | $ | - | $ | (773,405 | ) | |||||
Provision for Income Taxes |
- | - | - | ||||||||||
Net Income (Loss) |
$ | (773,405 | ) | $ | - | $ | (773,405 | ) | |||||
Net Income per Share |
|||||||||||||
Basic |
$ | (0.00 | ) | $ | - | $ | (0.00 | ) | |||||
Diluted |
$ | (0.00 | ) | $ | - | $ | (0.00 | ) | |||||
|
|||||||||||||
Number of Shares Used in Per Share Calculations |
|||||||||||||
Basic |
169,868,752 | - | 169,868,752 | ||||||||||
Diluted |
169,868,752 | - | 169,868,752 |
|
• fluctuations in exchange rates for our products procured for us in Armenia; |
|
• estimates of required capital expenditures; |
|
• fluctuations in the cost of distribution and/or marking in the United States; |
|
• our inability to meet growth projections; |
|
• our plans and expectations with respect to future introduction of new product; |
|
• our belief that we will have sufficient liquidity to finance operations into through 2009; |
|
• the amount of cash necessary to operate our business; |
|
• our ability to raise additional capital when needed; |
|
• general economic conditions; and |
|
• the anticipated future financial performance and business operations of our company. |
2008 |
2007 |
$ Change |
% Change |
|||||||||||||
Revenues |
$ | 21,574 | $ | 22,719 | $ | (1,145 | ) | 5.03 | % |
2008 |
% of Revenues |
2007 |
% of Revenues |
$ Change |
% Change |
|||||||||||||||||||
Product costs |
$ | 5,617 | 26 | % | 5,230 | 23 | % | 389 | 7.4 | % |
2008 |
% of Revenues |
2007 |
% of Revenues |
$ Change |
% Change |
|||||||||||||||||||
Marketing and Advertising |
$ | 433,816 | 2,011 | % | $ | 58,412 | 257 | % | $ | 375,404 | 642.7 | % | ||||||||||||
General and administrative |
$ | 362,015 | 1,678 | % | $ | 73,537 | 323.7 | % | $ | 288,478 | 392.3 | % | ||||||||||||
Total |
$ | 795,831 | 3,688.8 | % | $ | 131,949 | 580.8 | % | $ | 663,882 | 503 | % |
2008 |
% of Revenues |
2007 |
% of Revenues |
$ Change |
% Change |
|||||||||||||
Interest income |
$ | 7,546 | $ | 0 | $ | 7,546 | 100 | % | ||||||||||
Interest expense |
$ | (1,077 | ) | $ | (4,326 | ) | $ | 3,249 | 75 | % | ||||||||
Total Other Income (Expense) |
6,469 | (4,326 | ) | 10,795 | 294.9 | % |
2008 |
% of Revenues |
2007 |
% of Revenues |
$ Change |
% Change |
|||||||||||||||||||
Net Income (Loss) |
$ | (773,405 | ) | 3,585 | % | (118,786 | ) | 523 | % | (654,619 | ) | 551 | % |
|
• continued expansion of our administrative and operational infrastructure in connection with anticipated increase in our business activities, and |
|
• continued expansion of our marketing and sales programs. |
Cash provided by (used in): |
2008 |
2007 |
$ Change |
% Change |
||||||||||||
Operating activities |
$ | (1,173,911 | ) | $ | (251,423 | ) | $ | 922,488 | 366.9 | % | ||||||
Financing activities |
$ | (125,000 | ) | $ | 226,585 | $ | (351,585 | ) | 155 | % |
· |
A general decline in economic conditions; |
· |
Increased concern about the health consequences of consuming beverage alcohol products and about drinking and driving; |
· |
A general decline in the consumption of beverage alcohol products in on-premise establishments; |
· |
A trend toward a healthier diet including lighter, lower calorie beverages such as diet soft drinks, juices, energy and vitamin drinks and water products; |
· |
The increased activity of anti-alcohol groups; and |
· |
Increased federal, state or foreign excise or other taxes on beverage alcohol products. |
Exhibit Number |
DESCRIPTION | |
2.1 |
Agreement and Plan of Merger dated April 4, 2008, filed with the SEC on April 14, 2008 in our Form 8-K, incorporated herein by reference. | |
3.1 |
Articles of Incorporation of Elli Tsab, Inc. filed July 31, 2001, filed with the SEC on April 14, 2008 in our Form 8-K, incorporated herein by reference. | |
3.2 |
Certificate of Amendment of Articles of Incorporation filed April 15, 2004, changing name to Patient Data Corporation, filed with the SEC on April 14, 2008 in our Form 8-K, incorporated herein by reference. | |
3.3 |
Certificate of Amendment of Articles of Incorporation filed January 13, 2005, changing name to Fit for Business International, Inc. , filed with the SEC on April 14, 2008 in our Form 8-K, incorporated herein by reference. | |
3.4 |
Certificate of Amendment of Articles of Incorporation filed March 10, 2008, changing name to Marani Brands, Inc. and effectuating reverse stock split , filed with the SEC on April 14, 2008 in our Form 8-K, incorporated herein by reference. | |
3.5 |
By-Laws filed on August 1, 2005with Amendment No. 3 to Form SB-2 registration statement, incorporated herein by reference. | |
4.1 |
Form of Warrant Agreement for Investors, filed with the SEC on April 14, 2008 in our Form 8-K, incorporated herein by reference. | |
4.2 |
2008 Stock Option Plan filed with the SEC on May 21, 2008 as an exhibit to Form S-8, incorporated herein by reference. | |
10.1 |
Employment Agreement for Margrit Eyraud, filed with the SEC on April 14, 2008 as an exhibit to Form 8-K, incorporated herein by reference. | |
10.2 |
Termination of Employment Agreement for Margrit Eyraud, filed on Form 8-K with the SEC on October 7, 2008, incorporated herein by reference | |
10.2 |
Employment Agreement for Ara Zartarian, filed with the SEC on April 14, 2008 as an exhibit to Form 8-K, incorporated herein by reference. | |
10.3 |
Employment Agreement for Ani Kevorkian, filed with the SEC on April 14, 2008 as an exhibit to Form 8-K, incorporated herein by reference. | |
31.1 |
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31.2 |
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32.1 |
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32.2 |
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