**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





**x** **Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934**





**For
      the quarterly period ended**  **September
      30, 2008**  **or**





 ̈ **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934**





**For
      the transition period from _____________ to _____________**





**Commission
      file number** **333-123176**





**Marani
      Brands, Inc.** ****





(Exact
      Name of Registrant as Specified in its Charter)





**Nevada**
              (State
                  or Other Jurisdiction of
                Incorporation
                    or Organization)
            
            **20-2008579**
              (I.R.S.
                  Employer
                Identification
                    No.)





**13152
      Raymer Street, Suite 1A**


**North
      Hollywood, CA 91605**


(Address
      of Principal Executive Offices)





**91605**


(Zip
      Code)





**(818)
      503-5200**


(Registrant’s
      Telephone Number, Including Area Code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


x Yes o No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2 of the Exchange Act).


 ̈ Yes x No





The
      issuer had 169,993,752 shares of common stock outstanding as of November 14,
      2008.







TABLE
      OF
      CONTENTS




PagePART
                I - FINANCIAL INFORMATIONItem
                1. Financial Statements (Unaudited)
            
            1Consolidated
                Balance Sheets as of September 30, 2008 and June 30, 2008
            
            2Consolidated
                Statements of Operations for the Three Months Ended September 30,
                2008
              and
                2007
            
            3Consolidated
                Statements of Stockholders’ Equity for the Three Months Ended September
                30, 2008 and 2007
            
            4Consolidated
                Statements of Cash Flows for the Three Months Ended September 30,
                2008
              and
                2007
            
            5Notes
                to Consolidated Financial Statements
            
            6Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            
            16Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            21Item
                4T. Controls and Procedures
            
            21PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            23Item
                1A. Risk Factors
            
            23Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            29Item
                3. Defaults Upon Senior Securities
            
            29Item
                4. Submission of Matters to a Vote of Security Holders
            
            29Item
                5. Other Information
            
            29Item
                6. Exhibits
            
            29









**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





The
      condensed financial statements of Marani Brands, Inc. included herein have
      been
      prepared in accordance with the instructions to quarterly reports for a smaller
      reporting company, as defined in Exchange Act Rule 12b-2, on Form 10-Q pursuant
      to the rules and regulations of the United States Securities and Exchange
      Commission (the “SEC”). Certain information and footnote data necessary for fair
      presentation of financial position and results of operations in conformity
      with
      accounting principles generally accepted in the United States of America
      (“GAAP”) have been condensed or omitted. It is therefore suggested that these
      financial statements be read in conjunction with the summary of significant
      accounting policies and notes to financial statements included in Marani Brands,
      Inc.'s Annual Report on Form 10-KSB for the year ended June 20,
      2008.





In
      the
      opinion of management, all adjustments necessary in order to make the financial
      position, results of operations and changes in financial position at September
      30, 2008, and for all periods presented, not misleading, have been made. The
      results of operations for the period ended September 30, 2008 are not
      necessarily indicative of the Company’s actual operating results for the full
      year ending June 30, 2008.




1




**Marani
      Brands, Inc. and Subsidiaries**


**Consolidated
      Balance Sheets**





**UNAUDITED****September 30,**
            
            **June 30,****2008**
            
            **2008****Assets**Current
                AssetsCash
                & Equivalents
            
            $
            1,161,752
            
            $
            2,460,663Accounts
                Receivable
            
            
            25,340
            
            
            29,661Inventory
            
            
            398,516
            
            
            77,307Total
                Current Assets
            
            
            1,585,608
            
            
            2,567,631Property
                & Equipment, Net
            
            
            5,160
            
            
            5,510Deposits
            
            
            35,255
            
            
            35,255Goodwill
                and Intangibles
            
            
            3,861,280
            
            
            3,861,280**Total
                Assets**
            
            **$**
            **5,487,303**
            ****
            **$**
            **6,469,676****Liabilities
                & Stockholders' Equity (Deficit)**Current
                LiabilitiesAccounts
                Payable
            
            $
            124,617
            
            $
            260,894Accrued
                Expenses
            
            
            83,872
            
            
            94,063Notes
                Payable
            
            
            80,495
            
            
            80,495Total
                Current Liabilities
            
            
            288,984
            
            
            435,452Non-Current
                LiabilitiesNotes
                Payable
            
            
            124,816
            
            
            249,816Total
                Non-Current Liabilities
            
            
            124,816
            
            
            249,816**Total
                Liabilities**
            
            $
            413,800
            
            $
            685,268Commitments
                & Contingencies
            
            
            -
            
            
            -Stockholders'
                Equity (Deficit)Preferred
                Stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued
                and
                outstanding
            
            
            -
            
            
            -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
            
            
            169,744Additional
                Paid-in Capital
            
            
            22,691,329
            
            
            22,629,079Direct
                Offering Costs
            
            
            (11,779,577
            )
            
            (11,779,577
            )Accumulated
                Deficit
            
            
            (6,008,243
            )
            
            (5,234,838
            )Total
                Stockholders' Equity (Deficit)
            
            
            5,073,503
            
            
            5,784,408**Total
                Liabilities & Stockholders' Equity (Deficit)**
            
            **$**
            **5,487,303**
            ****
            **$**
            **6,469,676**




***The
      accompanying notes are an integral part of these financial
      statements***




2




**Marani
      Brands, Inc. and Subsidiaries**


**Consolidated
      Statements of Operations**


**UNAUDITED**





**For the Three Months Ended**
              **September 30,****2008**
            
            **2007**Sales
            
            $
            21,574
            
            $
            22,719Cost
                of Sales
            
            
            5,617
            
            
            5,230Gross
                Profit
            
            
            15,957
            
            
            17,489Operating
                ExpensesMarketing
                and Sales Promotion
            
            
            433,816
            
            
            58,412General
                & Administrative
            
            
            299,515
            
            
            73,537Stock
                Based Compensation
            
            
            62,500
            
            
            -Total
                Operating Expenses
            
            
            795,831
            
            
            131,949Operating
                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 ShareBasic
            
            
            (0.00
            )
            
            (0.02
            )Diluted
            
            
            0.00
            )
            
            (0.02
            )Number
                of Shares Used in Per Share CalculationsBasic
            
            
            169,868,752
            
            
            6,463,650Diluted
            
            
            169,868,752
            
            
            6,463,650





***The
      accompanying notes are an integral part of these financial
      statements***




3




**Marani
      Brands, Inc. and Subsidiaries**


**Consolidated
      Statements of Stockholders' Equity (Deficit)**





**Preferred
                Stock**
            
            **Common
                Stock****Number
                of**
              **Shares**
            
            **Par
                Value**
              **($0.001)**
              **Amount**
            
            **Number
                of**
              **Shares**
            
            **Par
                Value**
              **($0.001)**
              **Amount**
            
            **Additional**
              **Paid-In-**
              **Capital**
            
            **Direct**
              **Offering**
              **Costs**
            
            **Accumulated**
              **Deficit**
            
            **Total**
              **Stockholders'**
              **Equity**
              **(Deficit)****Balance
                at June 30, 2007**
            
            
            **1,000,000**
            
            **$**
            **1,000**
            
            
            **97,394**
            
            **$**
            **97**
            
            **$**
            **911,103**
            
            **$**
            **-**
            
            **$**
            **(1,793,878**
            **)**
            **$**
            **(881,678**
            **)**Exercise
                of Stock Options for partial Settlement of Note Payable to Principal
                Stockholder
            
            
            -
            
            
            -
            
            
            5,736
            
            
            6
            
            
            28,674
            
            
            -
            
            
            -
            
            
            28,680Issuance
                of Shares to Officer in Settlement of Debt
            
            
            -
            
            
            -
            
            
            90,000
            
            
            90
            
            
            393,446
            
            
            -
            
            
            -
            
            
            393,536Issuance
                of Shares to Officer to Restore Voting Rights on Undesignated Preferred
                Shares
            
            
            (1,000,000
            )
            
            (1,000
            )
            
            200,000
            
            
            200
            
            
            (200
            )
            
            -
            
            
            -
            
            
            (1,000
            )Common
                Stock Issued to Investors for Cash
            
            
            -
            
            
            -
            
            
            25,930,000
            
            
            25,930
            
            
            7,476,570
            
            
            -
            
            
            -
            
            
            7,502,500Founder
                Shares Issued to Marani Shareholders for Merger
            
            
            -
            
            
            -
            
            
            100,000,000
            
            
            100,000
            
            
            -
            
            
            -
            
            
            -
            
            
            100,000Cash
                Paid for Direct Offering Services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,130,923
            )
            
            -
            
            
            (1,130,923
            )Common
                Stock Issued for Services
            
            
            -
            
            
            -
            
            
            281,797
            
            
            282
            
            
            70,167
            
            
            -
            
            
            -
            
            
            70,449Common
                Stock Issued for Direct Offering Services
            
            
            -
            
            
            -
            
            
            43,138,825
            
            
            43,139
            
            
            10,605,515
            
            
            (10,648,654
            )
            
            -
            
            
            -Effect
                of Reverse Merger
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,143,804
            
            
            -
            
            
            -
            
            
            3,143,804Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (3,440,960
            )
            
            (3,440,960
            )**Balance
                at June 30, 2008**
            
            
            **-**
            ****
            **$**
            **-**
            ****
            ****
            **169,743,752**
            ****
            **$**
            **169,744**
            ****
            **$**
            **22,629,079**
            ****
            **$**
            **(11,779,577**
            **)**
            **$**
            **(5,234,838**
            **)**
            **$**
            **5,784,408**Common
                Stock Issued for Services
            
            
            -
            
            
            -
            
            
            250,000
            
            
            250
            
            
            62,250
            
            
            -
            
            
            -
            
            
            62,500Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (773,405
            )
            
            (773,405
            )**Balance
                at September 30, 2008 (UNAUDITED)**
            
            
            **-**
            ****
            **$**
            **-**
            ****
            ****
            **169,993,752**
            ****
            **$**
            **169,994**
            ****
            **$**
            **22,691,329**
            ****
            **$**
            **(11,779,577**
            **)**
            **$**
            **(6,008,243**
            **)**
            **$**
            **5,073,503**




4




**Marani
      Brands, Inc. and Subsidiaries**


**Consolidated
      Statements of Cash Flows**


**UNAUDITED**


**For the Three Months Ended**
                **September 30,****2008**
              
              **2007****Cash
                  Flows from Operating Activities**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
              
              
              730Changes
                  in operating assets and liabilities:Accounts
                  Receivable
              
              
              4,321
              
              
              12,924Inventory
              
              
              (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**
              **)****Cash
                  Flows from Financing Activities**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 Year**
              
              **$**
              **1,161,752**
              ****
              **$**
              **10,773**Supplemental
                  Disclosure of Cash Flow Information:Cash
                  Paid during the period for interest
              
              $
              1,077
              
              $
              4,326Cash
                  Paid during the period for income taxes
              
              
              -
              
              
              -




***The
      accompanying notes are an integral part of these financial
      statements***




5




**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





**Note
      1 – Organization, Business & Operations**





**History**





Marani
      Brands, Inc, formerly Fit For Business International, Inc. ("FFBI" or the
“Company”), a Nevada corporation, prior to the merger described in Note 4, was
      in the business of providing products and services for the following: (i)
      corporate wellness programs which addressed business productivity, stress and
      absenteeism issues; (ii) living well programs directed primarily, but not
      exclusively, to individuals over 45 years of age; and, (iii) nutritional
      supplements manufactured and supplied by Herbalife Ltd.





On
      December 21, 2007, Mark Poulsen (“Poulsen”), then FFBI’s President and principal
      shareholder entered into a stock purchase agreement with Route 32, LLC (“Route
      32”), whereby Poulsen agreed to sell all of his shares of common stock in the
      Company for $500,000. Pursuant to the closing of this transaction in February
      2008, Poulsen paid off certain liabilities of the Company totaling $234,362.





Upon
      the
      closing, under the stock purchase agreement with Route 32, Poulsen resigned
      as
      the President and sole Director of the Company, and Adele Ruger was appointed
      as
      the Company’s sole officer director. Upon the closing of the merger described in
      Note 4, Ms. Ruger resigned as the Company’s President and Margrit Eyraud was
      appointed as the Company’s Chairman, President and Chief Executive Officer. Ms.
      Eyraud was Chairman and Chief Executive Officer of Margrit Enterprises
      International, Inc. (“MEI”).





Effective
      April 7, 2008, the Company changed its name to Marani Brands, Inc. and its
      common stock commenced trading under the new symbol "MRIB". Also on March 31,
      2008, the Company amended its Articles of Incorporation to increase its
      authorized common stock to 300,000,000 shares and provide for 10,000,000
      authorized preferred shares.





Effective
      upon the closing of the merger described in Note 4, the Company’s sole business
      became the distribution of wine and spirit products. The Company does business
      under the name Marani Spirits and is an importer of fine vodka and other
      distilled beverage products. The Company is also beginning to import and
      distribute a variety of other spirits and is located in Hollywood,
      California.





**Reverse
      Stock Split**





Effective
      March 31, 2008, the Company’s common stock underwent a 1-for-250 reverse stock
      split. The Company retained the current par value of $0.001 per share for all
      shares of common stock. All references in the financial statements to the number
      of shares outstanding, per share amounts, and stock options data of the
      Company’s common stock have been restated to reflect the effect of the reverse
      stock split for all periods presented.





**Note
      2 - Going Concern and Management's Plans**





The
      accompanying consolidated financial statements have been prepared in conformity
      with generally accepted accounting principles which contemplate continuation
      of
      the company as a going concern. However, as of June 30, 2008, the Company has
      an
      accumulated deficit of $6,008,243 and incurred a net loss for the three months
      ended September 30, 2008 of $773,405. The Company’s current business plan
      requires additional funding beyond its anticipated cash flows from operations.
      These and other factors raise substantial doubt about the Company's ability
      to
      continue as a going concern.





The
      ability of the Company to continue as a going concern is dependent upon its
      ability to raise additional capital and achieve profitable operations. The
      accompanying consolidated financial statements do not include any adjustments
      that might be necessary if the Company is unable to continue as a going
      concern.




6




**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





**Note
      3 - Summary of Significant Accounting Policies**





**Principles
      of Consolidation**





The
      accompanying consolidated financial statements include the accounts of Marani
      Brands, Inc. and its wholly subsidiaries Marani Spirits, Inc. and Great Hawk,
      Inc. (collectively the “Company”). All significant inter-company accounts and
      transactions have been eliminated in consolidation.





**Cash
      and cash equivalents**





The
      Company considers all liquid investments with a maturity of three months or
      less
      from the date of purchase that are readily convertible into cash to be cash
      equivalents.





**Inventories**





Inventories
      are stated at the lower of cost or market. Cost is computed on a
      weighted-average basis, which approximates the first-in, first-out method;
      market is based upon estimated replacement costs. Costs included in inventory
      primarily include finished spirit product and packaging.





**Use
      of estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates





**Property
      & equipment**





Property
      and equipment are recorded at cost. Depreciation is computed using the
      straight-line method over useful lives of 3 to 10 years. The cost of assets
      sold
      or retired and the related amounts of accumulated depreciation are removed
      from
      the accounts in the year of disposal. Any resulting gain or loss is reflected
      in
      current operations. Assets held under capital leases are recorded at the lesser
      of the present value of the future minimum lease payments or the fair value
      of
      the leased property. Expenditures for maintenance and repairs are charged to
      operations as incurred.





**Impairment
      of long-lived assets**





Effective
      January 1, 2002, the Company adopted Statement of Financial Accounting Standards
      No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
      144"), which addresses financial accounting and reporting for the impairment
      or
      disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for
      the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
      and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
      the Results of Operations for a Disposal of a Segment of a Business." The
      Company periodically evaluates the carrying value of long-lived assets to be
      held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
      to be recorded on long-lived assets used in operations when indicators of
      impairment are present and the undiscounted cash flows estimated to be generated
      by those assets are less than the assets' carrying amounts. In that event,
      a
      loss is recognized based on the amount by which the carrying amount exceeds
      the
      fair market value of the long-lived assets. Loss on long-lived assets to be
      disposed of is determined in a similar manner, except that fair market values
      are reduced for the cost of disposal.





**Basic
      and Diluted Net Income per Share**





Basic
      earnings per share is calculated using the weighted-average number of common
      shares outstanding during the period without consideration of the dilutive
      effect of stock warrants and convertible notes. Diluted earnings per share
      is
      calculated using the weighted-average number of common shares outstanding during
      the period after consideration of the dilutive effect of stock warrants and
      convertible notes.




7




**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





**Stock-based
      compensation**





In
      December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      123(R), Share-Based Payment. This pronouncement amends SFAS No. 123, Accounting
      for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting
      for
      Stock Issued to Employees. SFAS No. 123(R) requires that companies account
      for
      awards of equity instruments issued to employees under the fair value method
      of
      accounting and recognize such amounts in their statements of operations. Under
      SFAS No. 123(R), we are required to measure compensation cost for all
      stock-based awards at fair value on the date of grant and recognize compensation
      expense in our consolidated statements of operations over the service period
      that the awards are expected to vest.




The
      Company accounts for stock-based compensation issued to non-employees and
      consultants in accordance with the provisions of SFAS 123(R) and the Emerging
      Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting
      for
      Equity Instruments that are Issued to Other Than Employees for Acquiring or
      in
      Conjunction with Selling, Goods or Services". Common stock issued to
      non-employees in exchange for services is accounted for based on the fair value
      of the services received.





**Fair
      value of financial instruments**





Statement
      of Financial Accounting Standard No. 107, Disclosures about Fair Value of
      Financial Instruments, requires that the Company disclose estimated fair values
      of financial instruments. The carrying amounts reported in the statements of
      financial position for current assets and current liabilities qualifying as
      financial instruments are a reasonable estimate of fair value.





**Revenue
      recognition**





Sales
      of
      products and related costs of products sold are recognized when (i) persuasive
      evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price
      is fixed or determinable and (iv) collectability is reasonably assured. These
      terms are typically met upon shipment of finished spirit products to the
      customer.





**Shipping
      and Handling**





In
      accordance with Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting
      for Shipping and Handling Fees and Costs, we include shipping fees billed to
      customers in net revenues and do not bill customers for handling. Amounts
      incurred by us for freight are included in cost of goods sold.





**Allowance
      for doubtful accounts**





We
      provide an allowance for estimated uncollectible accounts receivable balances
      based on historical experience and the aging of the related accounts receivable.
      As of September 30, 2008 and June 30, 2008 the Company has reserved $0 for
      doubtful accounts.





**Advertising**





The
      Company expenses advertising costs as incurred. Advertising costs for the three
      months ended September 30, 2008 and 2007 was $69,616 and $37,358,
      respectively.




8


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**


**Income
        Taxes**
 The
        Company accounts for income taxes using the liability method as required
        by
        Statement of Financial Accounting Standards ("FASB") No. 109, Accounting
        for
        Income Taxes ("SFAS 109"). Under this method, deferred tax assets and
        liabilities are determined based on differences between their financial
        reporting and tax basis of assets and liabilities. The Company was not required
        to provide for a provision for income taxes for the periods ended September
        30,
        2008 and June 30, 2008, as a result of net operating losses incurred during
        the
        periods. As of September
        30, 2008, the Company has available approximately $6,000,000 of net operating
        losses ("NOL") available for income tax purposes that may be carried forward
        to
        offset future taxable income, if any. These carryforwards expire in various
        years through 2026. At September 30, 2008 and June 30, 2008, the Company
        has a
        deferred tax assets of approximately $2,400,000 and $2,100,000 relating to
        the
        Company's net operating losses, respectively. The Company's deferred tax
        asset
        has been fully reserved by a valuation allowance since realization of its
        benefit is uncertain. The Company's ability to utilize its NOL carryforwards
        may
        be subject to an annual limitation in future periods pursuant to Section
        382 of
        the Internal Revenue Code of 1986, as amended. In addition, other limitations
        may be imposed by the code by virtue of the acquisition outlined in Note
        4.


The
      provision for income taxes using the federal and state tax rates as compared
      to
      the Company's effective tax rate is summarized as follows:





**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
            %





Significant
      components of the Company's deferred tax assets at September 30, 2008 and June
      30, 2008, are as follows:





**September 30,**
            
            **June 30,****2008**
            
            **2008**Net
                Operating Loss Carryforward
            
            $
            2,393,083
            
            $
            2,085,036Valuation
                Allowance
            
            
            (2,393,083
            )
            
            (2,085,036
            )Net
                Deferred Tax Asset
            
            $
            -
            
            $
            -





**Research
      and development costs**





Expenditures
      for research & development are expensed as incurred. Such costs are required
      to be expensed until the point that technological feasibility is established.
      The Company incurred no research and development costs for the three months
      ended September 30, 2008 and 2007.





**Reclassifications**





Certain
      items in the prior year financial statements have been reclassified for
      comparative purposes to conform to the presentation in the current period’s
      presentation. These reclassifications have no effect on the previously reported
      income (loss).


9


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





**Recently
      Issued Accounting Pronouncements**


In
      December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS
      141(R)). This statement provides greater consistency in the accounting and
      financial reporting of business combinations. It requires the acquiring entity
      in a business combination to recognize all assets acquired and liabilities
      assumed in the transaction, establishes the acquisition-date fair value as
      the
      measurement objective for all assets acquired and liabilities assumed, and
      requires the acquirer to disclose the nature and financial effect of the
      business combination. FAS 141(R) is effective for fiscal years beginning after
      December 15, 2008. We will adopt FAS 141(R) no later than the first quarter
      of
      fiscal 2010 and are currently assessing the impact the adoption will have on
      our
      financial position and results of operations.





In
      December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in
      Consolidated Financial Statements (FAS 160). This Statement amends Accounting
      Research Bulletin No. 51, Consolidated Financial Statements, to establish
      accounting and reporting standards for the noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective
      for
      fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later
      than the first quarter of fiscal 2010 and are currently assessing the impact
      the
      adoption will have on our financial position and results of operations.





In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities , which permits entities to choose to measure
      at fair value eligible financial instruments and certain other items that are
      not currently required to be measured at fair value. This statement requires
      that unrealized gains and losses on items for which the fair value option has
      been elected be reported in earnings at each subsequent reporting date. SFAS No.
      159 is effective for fiscal years beginning after November 15, 2007. We will
      adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are
      currently assessing the impact the adoption of SFAS No. 159 will have on our
      financial position and results of operations.





In
      September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
      No. 87, 88, 106, and 132(R) . SFAS No. 158 requires company plan sponsors to
      display the net over or under-funded position of a defined benefit
      postretirement plan as an asset or liability, with any unrecognized prior
      service costs, transition obligations or actuarial gains/losses reported as
      a
      component of other comprehensive income in shareholders’ equity. SFAS No. 158 is
      effective for fiscal years ending after December 15, 2006. We adopted the
      recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The
      adoption of SFAS No. 158 did not have an effect on the Company’s financial
      position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements . SFAS
      No.
      157 establishes a framework for measuring fair value in generally accepted
      accounting principles, clarifies the definition of fair value and expands
      disclosures about fair value measurements. SFAS No. 157 does not require any
      new
      fair value measurements. However, the application of SFAS No. 157 may change
      current practice for some entities. SFAS No. 157 is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. We will adopt SFAS No. 157 in the
      first quarter of fiscal 2009. We are currently assessing the impact that the
      adoption of SFAS No. 157 will have on our financial position and results of
      operations.





In
      July
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This
      interpretation clarifies the application of SFAS No. 109, Accounting for Income
      Taxes , by defining a criterion that an individual tax position must meet for
      any part of the benefit of that position to be recognized in an enterprise’s
      financial statements and also provides guidance on measurement, derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, but earlier adoption is permitted. The Company is in the
      process of evaluating the impact of the application of the Interpretation to
      its
      financial statements.





**Note
      4** **–
      Merger**





On
      April
      4, 2008, the Company entered into an Agreement and Plan of Merger (the "Merger
      Agreement") by and among FFBI Merger Sub Corp., a California corporation and
      wholly-owned subsidiary which the Company formed for purposes of the Merger
      (the
      "Merger Sub"), and ("MEI"), by which Merger Sub would be merged with and into
      MEI (the “Merger”). On April 7, 2008, the Merger closed (the "Closing") and,
      pursuant to the Merger Agreement, Merger Sub merged with and into MEI, with
      MEI
      being the surviving corporation and becoming a wholly-owned subsidiary of the
      Company. As part of the Merger, the shareholders representing 100% of MEI's
      issued and outstanding shares of common stock exchanged their shares of MEI
      common stock for 100,000,000 shares of the Company’s common stock on the basis
      of 10 shares of the Company’s common stock for each share of MEI common stock.
      MEI subsequently changed its name to Marani Spirits, Inc.


10


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





Under
      the
      Merger Agreement, as additional consideration for the Merger, the Company
      issued, at Closing, the following: (i) 42,594,616 shares of the Company’s common
      stock to Purrell Partners, LLC, or its assigns (the "Purrell Group") and (ii)
      a
      Warrant to purchase 10,000,000 shares of the Company’s common stock at an
      exercise price of $0.10 per share to the Purrell Group.





Following
      the Closing, the Company, in a private placement to investors, issued an
      aggregate of 15,120,000 shares of common stock, along with warrants to purchase
      an additional 15,120,000 shares of common stock at $0.35 per share.





On
      April
      7, 2008, the Company exercised its option under the Subsidiary Acquisition
      Option Agreement, that was entered into in connection with the December 31,
      2007
      Stock Purchase Agreement, to sell its entire interest in its subsidiary, Fit
      For
      Business (Australia) Pty Limited ("FFB Australia"), to its former Chief
      Executive Officer, Mark Poulsen. Under the terms of this Agreement, if Mr.
      Poulsen complied with certain information and document requirements then no
      later than May 15, 2008, Mr. Poulsen will receive the Company’s entire interest
      in FFB Australia in exchange for Mr. Poulsen forfeiting his right to 250,000
      shares of the Company’s common stock that he was otherwise entitled to receive
      in the event of a restructuring transaction and merger occurring prior to
      February 2009. Pursuant to the exercise of the Company’s options, FFB Australia
      was sold to Mr. Poulsen.





**Note
      5** **–
      Inventories**





At
      September 30, 2008 and June 30, 2008, inventories are comprised of finished
      bottles/cases of Marani Vodka available for resale. At September 30, 2008 and
      June 30, 2008 inventory totaled $398,516 and $77,307, respectively.





**Note
      6 - Property and Equipment**





At
      September 30, 2008 and June 30, 2008, property and equipment is comprised of
      the
      following:





**September 30,**
            
            **June 30,****2008**
            
            **2008**Property
                & Equipment
            
            $
            6,969
            
            $
            6,969Less:
                Accumulated Depreciation
            
            
            (1,809
            )
            
            (1,459
            )Net
                Property & Equipment
            
            $
            5,160
            
            $
            5,510





During
      the three months ended September 30, 2008 and 2007, the Company recorded
      depreciation and amortization expense of $350 and $730, respectively.





**Note
      7** **–
      Intangibles**





As
      part
      of the Merger, the shareholders holding 100% of MEI's issued and outstanding
      shares of common stock at the time of the merger received for their shares
      of
      MEI common stock 100,000,000 founder shares of the Company’s common stock which,
      at the closing date of the Merger, was valued at $.001 par value totaling
      $100,000. The following table summarizes the acquisition:


11


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





Current
                Assets
            
            $
            337,130Property
                and Equipment
            
            
            8,428Other
                Assets
            
            
            10,255Goodwill
                and Intangibles
            
            
            3,861,280Current
                Liabilities
            
            
            (109,642
            )Notes
                Payable
            
            
            (4,007,451
            )Total
                Purchase Price
            
            $
            100,000





**Note
      8** **–
      Accrued Expenses**





At
      September30 2008 and June 30, 2008, accrued expenses consist of the
      following:





**September 30,**
            
            **June 30,****2008**
            
            **2008**Accrued
                Payroll and Taxes
            
            $
            25,000
            
            $
            31,266Credit
                Cards Payable
            
            
            38,872
            
            
            22,797Accrued
                Professional Fees
            
            
            20,000
            
            
            40,000Total
                Accounts Payable and Accrued Expenses
            
            $
            83,872
            
            $
            94,063





**Note
      9** **–
      Notes Payable**





The
      Company is obligated to a bank for an SBA loan. Terms indicate that the balance
      of $124,816 is due and payable in full in September of 2010. Interest is accrued
      and paid monthly at 8.25%. This note is classified as long term.





The
      Company is also obligated to Searchlight Financial for a short term note
      totaling $80,495. This obligation is in dispute, but is being recorded with
      interest at 15%.





**Note
      10** **–
      Convertible Debentures**





On
      December 18, 2007, MEI issued a one year Convertible Debentures to investors
      in
      a private placement, in the aggregate amount of $3,500,000. Upon the completion
      of the merger the entire principal balance of the Convertible Debenture, by
      their terms, automatically converted into 14,000,000 shares of the Company’s
      common stock.





**Note
      11** **–
      Warrants**





The
      following is a summary of share purchase warrants for period ended September
      30,
      2008:





**Number of**
              **Warrants**
            
            **Weighted**
              **Average Exercise**
              **Price**Outstanding
                June 30, 2008
            
            
            29,620,000
            
            $
            0.32Granted
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Outstanding
                September 30, 2008
            
            
            29,620,000
            
            $
            0.32


12


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





**Expiry**
            
            **Number of**
              **Warrants**
            
            **Exercise Price**September
                30, 2010
            
            
            10,000,000
            
            $
            0.10November
                11, 2010
            
            
            4,700,000
            
            $
            0.35November
                29, 2010
            
            
            160,000
            
            $
            0.35April
                2, 2011
            
            
            520,000
            
            $
            0.35April
                15, 2011
            
            
            250,000
            
            $
            1.00May
                1, 2011
            
            
            2,375,000
            
            $
            0.25June
                1, 2011
            
            
            10,000,000
            
            $
            0.50June
                4, 2011
            
            
            100,000
            
            $
            1.00June
                11, 2011
            
            
            1,515,000
            
            $
            0.35Total
            
            
            29,620,000
            
            $
            0.32





**Note
      12 - Stockholders’ Equity**





**Preferred
      Stock**





The
      Company has created and authorized the issuance of up to 10,000,000 shares
      of
      Preferred Stock, at $0.001 par value. As of September 30, 2008, the Company
      had
      no shares of Preferred Stock issued and outstanding.





During
      the year ended June 30, 2008, 200,000 common shares were issued to an officer
      to
      restore voting rights on 1,000,000 undesignated preferred shares totaling
      ($1,000).





There
      was
      no activity for the three months ended September 30, 2008.





**Common
      Stock**





Effective
      March 31, 2008, the Company’s common stock underwent a 1-for-250 reverse stock
      split. All references in the financial statements to the number of shares
      outstanding, per share amounts, and stock options data of the Company’s common
      stock have been restated to reflect the effect of the stock split for all
      periods presented.





Following
      the reverse stock split, the Company has authorized the issuance of up to
      300,000,000 shares of Common Stock, at $0.001 par value. As of September 30,
      2008, the Company had 169,993,752 shares of Common Stock issued and
      outstanding.





During
      the year ended June 30, 2008, the Company issued a total of 169,646,358 of
      which
      5,736 shares were issued for the exercise of stock options for partial
      settlement of note payable to a principle stockholder totaling $28,680; 90,000
      shares in settlement of debt totaling $393,536; 200,000 shares to an officer
      to
      restore voting rights on undesignated preferred shares totaling $0; 25,930,000
      shares to investors for cash totaling $7,502,500; 100,000,000 founder shares
      to
      MEI shareholders for the reverse merger totaling $100,000; 281,797 shares to
      non-affiliated parties for services totaling $70,449; and 43,138,825 shares
      for
      direct offering costs totaling $10,648,654.





During
      the three months ended September 30, 2008, the Company issued 250,000 shares
      to
      a non-affiliated individual for services totaling $62,500.





**Direct
      Offering Costs**





The
      Company defers the direct incremental costs of raising capital until such time
      as the offering is completed. At the time of the completion of the offering,
      the
      costs are charged against the capital raised. Should the offering be terminated,
      deferred offering costs are charged to operations during the period in which
      the
      offering is terminated. As of June 30, 2008, the Company had incurred
      ($1,130,923) in cash direct offering costs and issued 43,138,825 shares for
      direct offering costs totaling ($10,648,654).


13


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**





**Note
      13** **–
      Commitments & Contingencies**





**Leases**





The
      Company leases its corporate office space in North Hollywood, California. This
      lease is currently on a month-to-month basis at a monthly rental of $1,800
      per
      month.





**Agreements**





On
      November 1, 2007, the Company entered into a consulting agreement with Purell
      Partners, LLC. to provide various strategic and other services. This agreement
      provides for the payment of a monthly retainer of $20,000 per month; the payment
      of commissions upon the completion of financing transactions and mergers and
      acquisitions, and revenue sharing with respect to sales of product introduced
      by
      Purell Partners. This consulting agreement has a term ending on October 31,
      2010
      subject to earlier termination as provided for therein. For the three months
      ended September 30, 2008, the Company paid $60,000 to Purell Partners, LLC
      under
      this agreement.





On
      October 12, 2007, the Company entered into a consulting agreement with
      Continental Advisors, SA. to provide placement agent services in connection
      with
      a contemplated $10,000,000 financing through private placements. This agreement
      provides for the payment of commissions and provides warrant coverage upon
      the
      Company completing the private placements with investors introduced by
      Continental Advisors. For the three months ended September 30, the Company
      paid
      $0 to Continental Advisors, SA under this agreement.





**Note
      14 - Subsequent Events**





On
      October 1, 2008, Margit Eyraud notified the Company of her intent to resign
      as
      Chief Executive Officer and President of the Company, effective October 1,
      2008,
      while remaining Chairman of the Board of Directors. Ms. Eyraud served as Chief
      Executive Officer and President of the Company under an Employment Agreement,
      the term of which expires December 31, 2010. Contemporaneous with her
      resignation as reported above, the Company and Ms. Eyraud have agreed to an
      early expiration of the Employment Agreement, and have agreed to a severance
      package in connection with that early expiration. Under the terms of the
      severance package Ms. Eyraud shall receive a cash payment of four hundred five
      thousand dollars ($405,000), payable by the Company as follows:




·
            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




In
      addition:




·
            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;




14


**Marani
      Brands, Inc. and Subsidiaries**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


**UNAUDITED**




·
            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.




15





**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
      Quarterly Report on Form 10-Q contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934. In some cases, forward-looking statements
      are
      identified by terms such as “may,” “will,” “should,” “could,” “would,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,”
“predicts,” “potential,” and similar expressions intended to identify
      forward-looking statements. Such statements include, without limitation,
      statements regarding:





•
            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.





These
      forward-looking statements are only predictions and involve known and unknown
      risks, uncertainties, and other factors that may cause our actual results,
      levels of activity, performance, or achievements to be materially different
      from
      any future results, levels of activity, performance, or achievements expressed
      or implied by such forward-looking statements. Also, these forward-looking
      statements represent our estimates and assumptions only as of the date of this
      Report. Except as otherwise required by law, we expressly disclaim any
      obligation or undertaking to release publicly any updates or revisions to any
      forward-looking statement contained in this Report to reflect any change in
      our
      expectations or any change in events, conditions, or circumstances on which
      any
      of our forward-looking statements are based or to conform to actual results.
      Factors that could cause or contribute to differences in our future financial
      and operating results include those discussed in the risk factors discussed
      elsewhere in this Report. We qualify all of our forward-looking statements
      by
      these cautionary statements.





You
      should read this section in combination with the section entitled Management’s
      Discussion and Analysis of Financial Condition and Results of Operations for
      the
      year ended June 30, 2008 included in our Annual Report on Form 10-KSB for the
      year ended June 30, 2008.





**Overview**





Our
      current business is the distribution of wine and spirit products manufactured
      in
      Armenia. In the future we may add alcohol beverage products manufactured in
      other countries.





Our
      signature product is Marani Vodka, a premium vodka which is manufactured
      exclusively for us in Armenia. Marani Vodka is made from winter wheat harvested
      in Armenia, distilled three times, aged in oak barrels lined with honey and
      skimmed dried milk, then filtered twenty-five times. Bottling of the product
      occurs at the Eraskh distillery in Armenia. Our vodka was awarded the gold
      medal
      in the International Spirit Competition, held in San Francisco, California,
      in
      both 2004 and 2007, the 5 Diamond Award by the American Academy of Hospitality
      and Sciences in March 2008, and was officially launched in August
      2006.





At
      this
      time, and management believes for the foreseeable future, all of the Company’s
      products will come from a single supplier, Erashk Winery, Ltd. The Company
      has
      an Exclusive Distribution Agreement with Erashk Winery Ltd., an Armenian
      manufacturer of wine and other spirits, to purchase, inventory, promote, and
      resell any of its products world-wide. The Company pays a ten percent (10%)
      royalty to Erashk for all sales. The agreement was renewed on May 3, 2007,
      and
      continues until November 26, 2012 and is subject to automatic five (5) year
      renewals.





The
      Company is a client of Southern Wine & Spirits of America, Inc.
      ("Southern"), the largest alcoholic beverage distributor in the United States.
      Through Southern, the Company’s Marani Vodka is in retailers such as Ralphs,
      Safeway, Vons, Pavilions, and Dominicks, and in Southern California locations
      such as Ritz-Carlton Hotels, Marriott Hotels, Spago Restaurants and Lawry's
      Restaurants.


16





The
      Company intends to, and is currently in negotiations with, other distributors
      to
      reach arrangements to maximize distribution of its products in the United States
      and Central America. The Company also is in the process of identifying
      appropriate distributors of Marani Vodka in Italy, Switzerland, Monaco, Germany,
      Mexico, and parts of Asia.





**Critical
      Accounting Policies**





Our
      financial statements are prepared in accordance with accounting principles
      generally accepted in the United States of America ("US GAAP"). In connection
      with the preparation of the financial statements, we are required to make
      assumptions and estimates about future events, and apply judgments that affect
      the reported amounts of assets, liabilities, revenues, expenses and the related
      disclosure. We base our assumptions, estimates and judgments on historical
      experience, current trends and other factors that management believes to be
      relevant at the time the financial statements are prepared. On a regular basis,
      management reviews our accounting policies, assumptions, estimates and judgments
      to ensure that our financial statements are presented fairly and in accordance
      with U.S. GAAP. However, because future events and their effects cannot be
      determined with certainty, actual results could differ from our assumptions
      and
      estimates, and such differences could be material.





Our
      significant accounting policies are discussed in Note 3 of the notes to
      financial statements. Certain critical policies are presented
      below.





Stock
      Based Compensation





In
      December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      123(R), Share-Based Payment. This pronouncement amends SFAS No. 123, Accounting
      for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting
      for
      Stock Issued to Employees. SFAS No. 123(R) requires that companies account
      for
      awards of equity instruments issued to employees under the fair value method
      of
      accounting and recognize such amounts in their statements of operations. Under
      SFAS No. 123(R), we are required to measure compensation cost for all
      stock-based awards at fair value on the date of grant and recognize compensation
      expense in our consolidated statements of operations over the service period
      that the awards are expected to vest.





The
      Company accounts for stock-based compensation issued to non-employees and
      consultants in accordance with the provisions of SFAS 123(R) and the Emerging
      Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting
      for
      Equity Instruments that are Issued to Other Than Employees for Acquiring or
      in
      Conjunction with Selling, Goods or Services". Common stock issued to
      non-employees in exchange for services is accounted for based on the fair value
      of the services received.





Fair
      Value of Financial Instruments





Statement
      of Financial Accounting Standard No. 107, Disclosures about Fair Value of
      Financial Instruments, requires that the Company disclose estimated fair values
      of financial instruments. The carrying amounts reported in the statements of
      financial position for current assets and current liabilities qualifying as
      financial instruments are a reasonable estimate of fair value.





**Results
      of Operations for the Period Ending September 30, 2008 Compared to September
      30
      2007**





Revenues





2008
            
            2007
            
            $ Change
            
            % ChangeRevenues
            
            $
            **21,574**
            
            $
            **22,719**
            
            $
            **(1,145**
            **)**
            
            **5.03**
            **%**





On
      April
      4, 2008, we entered into an Agreement and Plan of Merger by and among FFBI
      Merger Sub Corp., a California corporation and wholly-owned subsidiary which
      we
      formed for purposes of the Merger and MEI, by which FFBI would be merged with
      and into MEI. On April 7, 2008, the Merger closed, with MEI, now known as Marani
      Spirits, Inc., being the surviving corporation and becoming our wholly-owned
      subsidiary. Prior to the merger, our only business was that of our wholly-owned
      subsidiary, Fit for Business (Australia) Pty Limited, which is engaged in the
      development of overall wellness programs for the workplace in Australia.
      Subsequent to the merger, we exercised our option to sell this subsidiary to
      our
      former Chief Executive Officer, Mark Paulsen, who acquired all our interest
      in,
      Fit for Business (Australia) Pty Limited on or about May 15,
      2008.


17


The
        revenues for the period ending September 30, 2007 were based upon the wellness
        programs developed by Fit for Business (Australia) Pty Limited. Subsequent
        to
        the merger, our sole business is the distribution of wine and spirit products
        manufactured in Armenia. The decrease in our revenues reflects the change
        of
        core business, including a major rebranding of the Marani Vodka product
        including a major new advertising campaign.
 
 We
        plan
        to increase our revenues during 2008 - 2009 by developing and augmenting
        our
        internal sales force, securing additional distributors, expanding our product
        offering, increasing our volume per outlet and driving further penetration
        of
        our products into our current customer base.
 
 Cost
        of Sales
 
 2008
              
              % of
                Revenues
              
              2007
              
              % of
                Revenues
              
              $ Change
              
              % ChangeProduct
                  costs
              
              $
              **5,617**
              ****
              
              **26**
              **%**
              
              **5,230**
              
              
              **23**
              **%**
              
              **389**
              
              
              **7.4**
              **%**
 
 The
        increase in cost of sales and cost of sales as a percentage of revenues are
        the
        result of the change in our core business from the development and sale of
        wellness programs by Fit for Business (Australia) Pty Limited to our post
        merger
        current business of the branding, marketing and distribution of wine and
        spirit
        products manufactured in Armenia.
 
 Operating
        Expenses
 
 2008
              
              % of
                Revenues
              
              2007
              
              % of
                Revenues
              
              $ Change
              
              % ChangeMarketing
                  and Advertising
              
              $
              **433,816**
              
              
              **2,011**
              **%**
              $
              **58,412**
              
              
              **257**
              **%**
              $
              **375,404**
              
              
              **642.7**
              **%**General
                  and administrative
              
              $
              **299,515**
              
              
              **1,388**
              **%**
              $
              **73,537**
              
              
              **323.7**
              **%**
              $
              **155,978**
              
              
              **212**
              **%**Stock
                  Based Compensation
              
              $
              **62,500**
              
              
              **289.7**
              **%**
              $
              **0**
              
              
              **0**
              **%**
              $
              **62,500**
              
              
              **100**
              **%**Total
              
              $
              **795,831**
              
              
              **3,688.8**
              **%**
              $
              **131,949**
              
              
              **580.8**
              **%**
              $
              **663,882**
              
              
              **503**
              **%**
 
 Marketing
        and Advertising
 
 The
        increase in m arketing
        and advertising expenses is the result of the change in our core business
        after
        the April 2008 merger transaction, including a major marketing program designed
        to create consumer awareness and increase market share for our products.
        As a
        percentage of revenues, the high cost of m arketing
        and expenses reflects our aggressive efforts to increase market share for
        our
        products in the United States from a small sales base to increase future
        sales.
        We expect m arketing
        and advertising expenses to
        increase as we continue to build the company infrastructure. We anticipate,
        however, that the expense as a percentage of revenue will be reduced due
        to
        revenue growth.
 
 General
        and Administrative
 
 Included
        in our general and administrative expenses are the addition of five employees,
        increased travel for market development and financing activities, increased
        compensation for our new executive management, increased accounts payable,
        accrued expenses and legal fees associated with the April 2008 merger
        transaction. Total
        general and administrative expenses are expected to increase as we continue
        to
        build the company infrastructure. Subsequent to the changes caused by the
        2008
        merger transaction, however, we do not anticipate increased costs associated
        with management and expect a reduction in legal fees associated with routine
        business and compliance matters. As such, management expects that our
        general and administrative expenses as
        a
        percentage of revenue will be reduced due to revenue growth, cost cutting
        efforts and the refinement of business operations.
  18





Stock
      Based Compensation





The
      increase in stock based compensation is the result of our necessity to pay
      for
      services rendered to us with equity owing to cash flow constraints. As revenues
      increase, we expect that the necessity for stock based compensation will
      decrease.





Other
      Income (Expense)





2008
            
            % ofRevenues
            
            2007
            
            % ofRevenues
            
            $ Change
            
            % ChangeInterest
                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**
            **%**





The
      decrease in interest expense is primarily the result of our pay down of our
      debt
      obligations under a long term SBA loan having a balance due at September 30,
      2008 of $124,816, having an interest rate of 8.25%, and our accrual of interest
      on a short term note in the amount $80,495 having an interest rate of
      15%.





Net
      Loss





2008
            
            % ofRevenues
            
            2007
            
            % ofRevenues
            
            $ Change
            
            % ChangeNet
                Income (Loss)
            
            $
            **(773,405**
            **)**
            
            **3,585**
            **%**
            
            **(118,786**
            **)**
            
            **523**
            **%**
            
            **(654,619**
            **)**
            
            **551**
            **%**





Our
      increased net loss in resulted from a significant increase in operating expenses
      in developing our administrative and operating infrastructure, developing new
      and existing sales channels and for our for marketing programs. Marketing
      expenses included a major rebranding of our primary product, Marani Vodka,
      the
      costs of retention of an advertising agency, Juggernaut, and preparation and
      primary shooting of a major advertising campaign, a complete redesign of the
      Company’s web presence, hiring of a surveying firm to generate marketing data
      regarding the placement of our product, and other major expenses involved in
      the
      enhancement and positioning of the Marani brand. As a result, our current
      revenue volume has not been sufficient to recover all of our operating expenses.
      We anticipate that our operating expenses as a percentage of our sales will
      decrease in future periods as our revenues increase and our costs stabilize.





Loss
      per Common Share Applicable to Common Stockholders





Our
      basic
      income/loss per common share applicable to common stockholders in 2008 was
      $(0.00) compared with a basic loss per common share applicable to common
      stockholders in 2007 of $(0.02). Because we experienced net losses in 2008
      and
      2007, all potential common share issuances resulting from the exercise of
      options and warrants would have an antidilutive impact on earnings per share;
      therefore, diluted loss per common share equals basic loss per common share
      for
      both years.





The
      weighted average common shares outstanding increased from 6,463,650 for the
      year
      period ending September 30, 2007 to 169,868,752 for the same period in 2008.
      The
      increase is attributed primarily to the issuance of our common stock in
      connection with (i) the MEI reverse merger, (ii) additional equity financing
      activities contemporaneous with and subsequent to the merger, (iii) the issuance
      of common stock for direct offering services, and (iv) the issuance of common
      stock for other services.


19


**Liquidity
      and Capital Resources**





Working
      Capital Needs and Major Cash Expenditures





Our
      footnotes contain an explanatory paragraph that indicates that we have
      continuing losses from operations, and our working capital is insufficient
      to
      meet our planned business objectives. This report also states that, because
      of
      these losses, there is substantial doubt about our ability to continue as a
      going concern. This report and the existence of these recurring losses from
      operations may make it more difficult for us to raise additional debt or equity
      financing needed to run our business, and are not viewed favorably by analysts
      or investors. Furthermore, if we are unable to raise a significant amount of
      proceeds from private placements, public offerings or other financings, this
      may
      cause our cessation of business resulting in investors losing the value of
      their
      investment in us.





A
      major
      factor in the Company’s net losses, as set forth above, was the recent
      investments by the Company in expanded operations and a marketing campaign
      relating to its primary product, Marani Vodka. Management believes that these
      expenses are necessary to expand the business of the Company.





We
      currently have monthly working capital needs of approximately $156,000. This
      amount is expected to increase in 2008-2009, primarily due to the following
      factors:





•
            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.





External
      Sources of Liquidity:





During
      the year ended June 30, 2008, we received proceeds of $7,502,500 from the sale
      of common stock. In addition, we issued shares of our common stock in payment
      of




•
            $70,449
                for services rendered by third parties,




•
            $422,216
                for certain debt obligations, and




•
            $10,648,654
                for direct offering services.





During
      the period ending September 30, 2008, we issued 250,000 common shares in payment
      of services rendered in the amount of $62,500.





To
      date,
      we have relied on funding from investors, our officers and directors, and our
      limited sales to fund operations. To date, we have generated little revenue
      and
      have extremely limited cash liquidity and capital resources. Our future capital
      requirements will depend on many factors, including our ability to market our
      products successfully, cash flow from operations, and our ability to obtain
      financing in the capital markets. Our business plan requires additional funding
      beyond our anticipated cash flow from operations. Consequently, although we
      currently have no specific plans or arrangements for financing, we intend to
      raise funds through private placements, public offerings or other financings.
      Any equity financings would result in dilution to our then-existing
      stockholders. Sources of debt financing may result in higher interest expense
      and may expose the Company to liquidity problems. Any financing, if available,
      may be on unfavorable terms. If adequate funds are not obtained, we may be
      required to reduce or curtail operations. We anticipate that our existing
      capital resources will be adequate to satisfy our operating expenses and capital
      requirements for approximately 6 months. However, this estimate of expenses
      and
      capital requirements may prove to be inaccurate.





Information
      about our Cash Flows





Cash provided by (used in):
            
            2008
            
            2007
            
            $ Change
            
            % ChangeOperating
                activities
            
            $
            **(1,173,911**
            **)**
            $
            **(251,423**
            **)**
            $
            **922,488**
            
            
            **366.9**
            **%**Financing
                activities
            
            $
            **(125,000**
            **)**
            $
            **226,585**
            
            $
            **(351,585**
            **)**
            
            **155**
            **%**




20


Cash
      provided by or used in our operating, investing and financing
      activities  is
      the
      result of the change in our core business after the April 2008 merger
      transaction. The net increase
      in cash used in operating activities of is due primarily to the increase in
      our
      net loss in the period ending September 30, 2008 of $773,405 compared to a
      net
      loss of $118,786 for the same period in 2007. Such net loss was primarily
      attributable to a change in core business, and increased spending for marketing
      and operations by the Company, as set forth above. In addition, cash used by
      our
      operating activities increased as a result of changes in stock based
      compensation during 2008 by $62,500, compared to $0.00 for the same period
      in
      2007. Changes in accounts payable contributed to an increase in cash used by
      operating activities of $137,277 in 2008, as compared to contributing to an
      increase of $17,553 for 2007. Changes in inventory contributed to an increase
      in
      cash used by operating activities of $321,209 for 2008, compared to contributing
      to an increase of $128,943 for 2007. Cash flows generated by our operating
      activities were inadequate to cover our cash disbursement needs for the period
      ending September 30, 2008, and we had to rely on private placement financing
      to
      cover operating expenses.





Net
      cash
      provided by our financing activities for the period ending September 30,
      2008  was
      $(125,000). Net cash provided by financing activities for the same period in
      2007 was $226,585, for a net decrease of $351,585. The decrease in 2008 is
      attributed to the payment of Notes Payable with no proceeds provided by
      financing activities during the period.





Off
      Balance Sheet Arrangements





We
      have
      no off-balance sheet arrangements.





Effects
      of Inflation





We
      believe that inflation has not had any material effect on our net sales and
      results of operations.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





Not
      applicable.




**Item
      4T. Controls and Procedures.**





Disclosure
      Controls and Procedures





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
      specified time periods. Our Chief Executive Officer and our Chief Financial
      Officer are responsible for maintaining our disclosure controls and procedures.
      The controls and procedures established by us are designed to provide reasonable
      assurance that information required to be disclosed by the issuer in the reports
      that it files or submits under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms.




As
      required by Rule 13a-15 under the Exchange Act, our management, including,
      our
      Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
      of the design and operation of our disclosure controls and procedures as of
      September 30, 2008. Based on that evaluation, management concluded that as
      of
      September 30, 2008, and as of the date that the evaluation of the effectiveness
      of our disclosure controls and procedures was completed, our disclosure controls
      and procedures were effective to satisfy the objectives for which they are
      intended.





Internal
      Controls over Financial Reporting




Section
      404 of the Sarbanes-Oxley Act of 2002 requires that our management document
      and
      test our internal control over financial reporting and include in this Quarterly
      Report on Form 10-Q a report on management’s assessment of the effectiveness of
      our internal control over financial reporting, and to delineate any material
      weakness in our internal control. A material weakness is a deficiency, or a
      combination of deficiencies, in internal control over financial reporting,
      such
      that there is a reasonable possibility that a material misstatement of our
      annual or interim financial statements will not be prevented or detected on
      a
      timely basis.




21


Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Rule 13a-15(f)
      of
      the Exchange Act. Under the supervision and with the participation of our
      management, including our Chief Executive Officer, we conducted an evaluation
      of
      the effectiveness of our internal control over financial reporting based upon
      the framework in Internal Control—Integrated Framework issued by the Committee
      of Sponsoring Organizations of the Treadway Commission (COSO). Based on that
      evaluation, our management concluded that our internal control over financial
      reporting is effective, as of September 30, 2008.





Changes
      in Internal Controls





There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during period ending June 30, 2008 that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.




22





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





Our
      former subsidiary, Fit For Business (Australia) Pty. Ltd. is plaintiff in legal
      proceedings against one of our licensees, L.R. Global Marketing Pty. Ltd, for
      outstanding licensing fees owed in the amount of $443,263. The subsidiary was
      recently sold, as detailed in Note 1 to our Consolidated financial Statements
      1
      above, and to the knowledge of management, Marani Brands has no further
      interests or liabilities stemming from this proceeding as of the time of this
      filing.





Other
      than this claim, neither our parent company nor our subsidiary, or any of their
      properties, is a party to any pending legal proceeding. We are not aware of
      any
      contemplated proceeding by a governmental authority. Also, we do not believe
      that any director, officer, or affiliate, any owner of record or beneficially
      of
      more than five per cent (5%) of the outstanding common stock, or security
      holder, is a party to any proceeding in which he or she is a part adverse to
      us
      or has a material interest adverse to us.




**Item
      1A. Risk Factors**





***If
      we are unable to meet our future capital needs, we may be required to reduce
      or
      curtail operations.***




To
      date,
      we have relied on funding from investors, our officers and directors, and our
      limited sales to fund operations. Our future capital requirements will depend
      on
      many factors, including our ability to market our products successfully, cash
      flow from operations, and our ability to obtain financing in the capital
      markets. Our business plan requires additional funding beyond our anticipated
      cash flow from operations. Consequently, we intend to raise funds through
      private placements, public offerings or other financings to fund our future
      capital requirements, including the potential acquisition of Eraskh Winery,
      Ltd., the current single supplier of our products. Any equity financings would
      result in dilution to our then-existing stockholders. Sources of debt financing
      may result in higher interest expense and may expose us to liquidity problems.
      Any financing, if available, may be on unfavorable terms. If adequate funds
      are
      not obtained, we may be required to reduce or curtail operations. We anticipate
      that our existing capital resources will be adequate to satisfy our operating
      expenses and capital requirements for approximately six (6) months. However,
      this estimate of expenses and capital requirements may prove to be inaccurate.





***We
      have a limited operating history and limited historical financial information
      upon which you may evaluate our performance.***





You
      should consider, among other factors, our prospects for success in light of
      the
      risks and uncertainties encountered by companies that, like us, have a limited
      operating history. We may not successfully address these risks and uncertainties
      or successfully market our existing products or successfully introduce and
      market new products. If we fail to do so, it could materially harm our business,
      adversely impact our financial performance and impair the value of our common
      stock. Even if we accomplish these objectives, we may not generate the positive
      cash flows or profits we anticipate in the future. Our operating subsidiary,
      Marani Spirits, Inc., has generated little revenue since it commenced
      operations. Unanticipated problems, expenses and delays are frequently
      encountered in establishing and developing new products in the beverage alcohol
      industry. These include, but are not limited to, inadequate funding, lack of
      consumer acceptance, competition, product development, and inadequate sales
      and
      marketing. Any one of these potential problems could have a materially adverse
      effect upon our results of operations and financial condition. No assurance
      can
      be given that we can or will ever operate profitably.




23


***We
      rely on third-party suppliers and distilleries to provide raw materials for
      and
      to produce our products, and we have limited control over these suppliers and
      distilleries and may not be able to obtain quality products on a timely basis
      or
      in sufficient quantity.***




All
      of
      our wine and spirits are currently produced by Eraskh, an unaffiliated producer,
      based in Armenia. There can be no assurance that there will not be a significant
      disruption in the supply of wheat and other raw materials from current sources
      or, in the event of a disruption, that Eraskh would be able to locate
      alternative sources of materials of comparable quality at an acceptable price,
      or at all. In addition, we cannot be certain that Eraskh will be able to fill
      our orders in a timely manner. There can be no assurance that we will be able
      to
      enter into arrangements with other manufacturers for new products. If we
      experience significant increased demand for any of our products, or need to
      replace our existing distiller, there can be no assurance that additional
      supplies of raw materials or additional distilling capacity will be available
      when needed on terms that are acceptable to us, or at all, or that any supplier
      or distiller would allocate sufficient capacity to us in order to meet our
      requirements. In addition, even if we are able to expand existing or find new
      distilling or raw material sources, we may encounter delays in production and
      added costs as a result of the time it takes to train our new distillers in
      our
      methods, products and quality control standards. Any delays, interruption or
      increased costs in the supply of raw materials or production of our products
      could have an adverse effect on our ability to meet retail customer and consumer
      demand for our products and result in lower revenues both in the short and
      long-term.





We
      have
      entered into a Letter of Intent (the “LOI”) to acquire Eraskh. There can be no
      assurance that we will enter into a definitive agreement to acquire the
      distillery as contemplated by the LOI or that the distillery will be acquired.
      In addition, there can be no assurance that our suppliers and distillers will
      continue to source raw materials and to produce products that are consistent
      with our standards. We may in the future receive shipments of product that
      fail
      to conform to our quality control standards. In that event, unless we are able
      to obtain replacement products in a timely manner, we risk the loss of revenues
      which could have a material adverse affect upon our results of operations and
      financial condition.





***Competition
      could have a material adverse effect on our business.***





We
      are in
      a highly competitive industry and the dollar amount and unit volume of our
      sales
      could be negatively affected by our inability to maintain or increase prices,
      changes in geographic or product mix, a general decline in beverage alcohol
      consumption or the decision of wholesalers, retailers or consumers to purchase
      competitive products instead of our products. Wholesaler, retailer and consumer
      purchasing decisions are influenced by, among other things, the perceived
      absolute or relative overall value of our products, including their quality
      or
      pricing, compared to competitive products. Unit volume and dollar sales could
      also be affected by pricing, purchasing, financing, operational, advertising
      or
      promotional decisions made by wholesalers, state and provincial agencies, and
      retailers which could affect their supply of, or consumer demand for, our
      products. We could also experience higher than expected selling, general and
      administrative expenses if we find it necessary to increase the number of our
      personnel or our advertising or promotional expenditures to maintain our
      competitive position or for other reasons.





Nearly
      all of our significant competitors have greater market presence, marketing
      capabilities as well as greater financial, technological and personnel resources
      than we do. In spirits, the major global competitors are Diageo, Pernod Ricard,
      Bacardi and Brown-Forman, each of which has many brands in many market segments,
      including vodka, which give them the ability to leverage their marketing
      relationship. In addition, we face competition from local and regional companies
      in the United States and world-wide.





***An
      increase in excise taxes or government regulations could have a material adverse
      effect on our business.***





The
      U.S.
      and certain other countries in which we operate impose excise and other taxes
      on
      beverage alcohol products in varying amounts which are subject to change.
      Significant increases in excise or other taxes on beverage alcohol products
      could materially and adversely affect our results of operations and financial
      condition. Many states in the United States have considered proposals to
      increase, and some of these states have increased, state alcohol excise taxes.
      In addition, federal, state, local and foreign governmental agencies extensively
      regulate the beverage alcohol products industry concerning such matters as
      licensing, trade and pricing practices, permitted and required labeling,
      advertising and relations with wholesalers and retailers. Certain federal,
      state
      and foreign regulations also require warning labels and signage. New or revised
      regulations or increased licensing fees, requirements or taxes could also have
      a
      material adverse effect on our financial condition and results of
      operations.




24


***We
      rely on the performance of wholesale distributors, major retailers and chains
      for the success of our business.***





We
      currently sell our products principally to wholesalers for resale to retail
      outlets including grocery stores, package liquor stores, chain and boutique
      hotels, bars and restaurants. In the future, in addition to selling our products
      to wholesalers, we may we sell our products directly to major retailers and
      chains. The replacement or poor performance of our major wholesalers, retailers
      or chains could materially and adversely affect our results of operations and
      financial condition. Our inability to collect accounts receivable from our
      limited number of major wholesalers, retailers or chains could also materially
      and adversely affect our results of operations and financial condition Selling
      to major wholesalers and large retailers results in concentration of our
      accounts receivable, and the bankruptcy or insolvency of any such wholesaler
      or
      retailer could impact the collectability a large amount of our receivables
      and
      could adversely affect our financial condition.





The
      beverage alcohol distribution industry is being affected by the trend toward
      consolidation in the wholesale and retail distribution channels, particularly
      in
      Europe and the U.S. If we are unable to successfully adapt to this changing
      environment, our revenues, share of sales and volume growth could be negatively
      affected. In addition, wholesalers and retailers of our products offer products
      of other companies which compete directly with our products for retail shelf
      space and consumer purchases. It is possible that, wholesalers or retailers
      may
      give higher priority to products of our competitors. In the future, our
      wholesalers and retailers may not continue to purchase our products or provide
      our products with adequate levels of promotional support.





***Our
      business could be adversely affected by a decline in the consumption of products
      we sell.***





Since
      1995, there have been modest increases in consumption of beverage alcohol in
      most geographic markets. In the past, however, in which there were substantial
      declines in the overall per capita consumption of beverage alcohol products
      in
      the U.S. and other markets in which we participate. A limited or general decline
      in consumption in one or more of our product categories could occur in the
      future due to a variety of factors, including:





·
            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.





***We
      must continue to introduce new products in order to stay
      competitive*** .




Our
      success depends, in large part, on our ability to effectively brand and market
      our Marani Vodka, and develop new products for the marketplace. Marani Vodka
      is
      our only product at this time. The launch and ongoing success of new products
      are inherently uncertain especially with regard to the ultimate appeal to,
      and
      acceptance of, new products by consumers. The launch of new products can give
      rise to a variety of costs and an unsuccessful launch, among other things,
      can
      affect consumer perception of existing brands as well as our results of
      operations and financial condition.





***Our
      operations subject us to risks relating to currency rate fluctuations, interest
      rate fluctuations and geopolitical uncertainty which could have a material
      adverse effect on our business.***





We
      or do
      business in different countries throughout the world and, therefore, are subject
      to risks associated with currency fluctuations. We are also exposed to risks
      associated with interest rate fluctuations. We intend to manage our exposure
      to
      foreign currency and interest rate risks through various means including
      possible utilizing derivative instruments. We, however, could experience changes
      in our ability to hedge against or manage fluctuations in foreign currency
      exchange rates or interest rates and, accordingly, there can be no assurance
      that we will be successful in reducing those risks. We could also be affected
      by
      nationalizations or unstable governments or legal systems or intergovernmental
      disputes. These currency, economic and political uncertainties could have a
      material adverse effect on our results of operations and financial
      condition.




25


***Class
      action or other litigation relating to alcohol abuse or the misuse of alcohol
      could adversely affect our business.***





There
      has
      been increased public attention directed at the beverage alcohol industry,
      which
      we believe is due to concern over problems related to alcohol abuse, including
      drinking and driving, underage drinking and health consequences from the misuse
      of alcohol. Several beverage alcohol producers have been sued in several courts
      regarding alleged advertising practices relating to underage consumers. Adverse
      developments in these or similar lawsuits or a significant decline in the social
      acceptability of beverage alcohol products that results from these lawsuits
      could have a material adverse affect on our results of operations and financial
      condition.





***We
      depend upon our trademarks and proprietary rights, and any failure to protect
      our intellectual property rights or any claims that we are infringing upon
      the
      rights of others may adversely affect our competitive
      position.***





Our
      future success depends significantly on our ability to protect our current
      brand
      and future brands and products, to the extent developed, and to defend our
      intellectual property rights. We have registered the trademark Marani® in the
      United States for distilled spirits and brandy and we have filed trademark
      applications seeking to protect the Marani trademark in certain countries
      outside the United States. We know that a third-party that markets and sells
      wine products has trademarked the Marani name in numerous countries outside
      of
      the United States and has registered the name Marani in a number of countries.
      We are in the process of negotiating an agreement with that third party which
      would, if entered into, allow to each company to use the Marani trademark in
      connection with its respective products on a world-wide basis. There can be
      no
      assurance that we will be able to reach an agreement with that third party
      which, if no agreement is entered into, could prevent us from using the Marani
      trademark in certain jurisdictions. There can be no assurance that we will
      be
      able to protect the intellectual property rights associated with new products
      that we introduce. There is also a risk that we could, by omission, fail to
      timely renew one of our trademarks or that our competitors will challenge,
      invalidate or circumvent any existing or future trademarks issued to, or
      licensed by, us.





***An
      increase in the cost of energy or materials could affect our
      profitability.***





We
      have
      experienced significant increases in energy costs, and energy costs could
      continue to rise, which would result in higher transportation, freight and
      other
      operating costs. There have also been increases in commodities necessary for
      our
      products, such as wheat. Our future operating expenses and margins will be
      dependent on our ability to manage the impact of cost increases. We cannot
      guarantee that we will be able to pass along such increased costs to our
      customers through increased prices.





***Changes
      in accounting standards and taxation requirements could affect our financial
      results.***





New
      accounting standards or pronouncements that may become applicable to us from
      time to time, or changes in the interpretation of existing standards and
      pronouncements, could have a significant effect on our reported results for
      the
      affected periods. We may become subject to income tax in numerous jurisdictions
      as we attempt to expand our sales to outside of the United States. In addition,
      our products are subject to import and excise duties and/or sales or value-added
      taxes in many jurisdictions in which we operate. Increases in income tax rates
      could reduce our after-tax income from affected jurisdictions, while increases
      in indirect taxes could affect our products’ affordability and therefore reduce
      our sales.





***The
      loss of key executives and failure to attract qualified management could limit
      our growth and negatively impact our results of operations.***





We
      depend
      highly upon our senior management team, primarily Ms. Margrit Eyraud, our
      Chairman, President and Chief Executive Officer, and other members of our senior
      management. As our operations grow, we will need to expand our management to
      include people skilled and experienced in the distribution of beverage alcohol
      products. At this time, we do not know of the availability of such experienced
      management personnel or how much it may cost to attract and retain such
      personnel. The loss of the services of any member of senior management or the
      inability to hire experienced personnel as outlined above could have a material
      adverse effect on our results of operations and financial
      condition.




26


***We
      may not be able to effectively manage our growth and operations, which could
      materially and adversely affect our business.***





We
      may
      experience rapid growth and development in a relatively short period of time
      by
      aggressively marketing our products. The management of this growth will require,
      among other things, continued development of our financial and management
      controls and management information systems, stringent control of costs,
      increased marketing activities, the ability to attract and retain qualified
      management personnel and the training of new personnel. We intend to hire
      additional personnel in order to manage our expected growth and expansion.
      Failure to successfully manage our possible growth and development could have
      a
      material adverse effect on our results of operations and financial
      condition.





***If
      we fail to maintain an effective system of internal controls or discover
      material weaknesses in our internal controls over financial reporting, we may
      not be able to report our financial results accurately or timely or detect
      fraud, which could have a material adverse effect on our
      business.***





An
      effective internal control environment is necessary for us to produce reliable
      financial reports and is an important part of our effort to prevent financial
      fraud. We are required to periodically evaluate the effectiveness of the design
      and operation of our internal controls over financial reporting. Based on these
      evaluations, we may conclude that enhancements, modifications or changes to
      internal controls are necessary or desirable. While management evaluates the
      effectiveness of our internal controls on a regular basis, these controls may
      not always be effective. There are inherent limitations on the effectiveness
      of
      internal controls, including collusion, management override and failure of
      human
      judgment. In addition, control procedures are designed to reduce rather than
      eliminate business risks. If we fail to maintain an effective system of internal
      controls, or if management or our independent registered public accounting
      firm
      discovers material weaknesses in our internal controls, we may be unable to
      produce reliable financial reports or prevent fraud, which could have a material
      adverse effect on our business, including subjecting us to sanctions or
      investigation by regulatory authorities, such as the Securities and Exchange
      Commission. Any such actions could result in an adverse reaction in the
      financial markets due to a loss of confidence in the reliability of our
      financial statements, which could cause the market price of our common stock
      to
      decline or limit our access to capital.





***Our
      common stock may be affected by limited trading volume and may fluctuate
      significantly.***





There
      has
      been a limited public market for our common stock and there can be no assurance
      an active trading market for our common stock will develop. This could adversely
      affect the ability of our shareholders’ ability to sell our common stock in
      short time periods or possibly at all. Our common stock has experienced and
      is
      likely to experience significant price and volume fluctuations that could
      adversely affect the market price of our common stock without regard to our
      operating performance. The price of our common stock could fluctuate
      significantly in the future based upon any number of factors such as: general
      stock market trends; announcements of developments related to our business;
      fluctuations in our operating results; announcements of technological
      innovations, new products or enhancements by us or our competitors; general
      conditions in the markets we serve; general conditions in the U.S. and/or global
      economies; developments in patents or other intellectual property rights; and
      developments in our relationships with our customers and suppliers. Substantial
      fluctuations in our stock price could significantly reduce the price of our
      common stock.





***Our
      common stock is traded on the "Over-the-Counter Bulletin Board," which may
      make
      it more difficult for investors to resell their shares due to suitability
      requirements.***





Our
      common stock is currently traded on the Over the Counter Bulletin Board (OTCBB)
      where we expect it to remain in the foreseeable future. Broker-dealers often
      decline to trade in OTCBB stocks given the market for such securities are often
      limited, the stocks are more volatile, and the risk to investors is greater.
      In
      addition, OTCBB stocks are often not eligible to be purchased by mutual funds
      and other institutional investors. These factors may reduce the potential market
      for our common stock by reducing the number of potential investors. This may
      make it more difficult for investors in our common stock to sell shares to
      third
      parties or to otherwise dispose of their shares. This could cause our stock
      price to decline.





The
      Company’s common stock trades on the OTC Bulletin Board. At present there is
      limited trading volume for our common stock. There can be no assurance that
      an
      investor will be able to liquidate his or her investment without considerable
      delay, if at all. Given the limited trading in our common stock, the price
      of
      our common stock may be highly volatile. Factors discussed herein may have
      a
      significant impact on the market price of the shares of our common stock.
      Moreover, due to the relatively low price of our common stock, many brokerage
      firms may not effect transactions in our common stock. Rules enacted by the
      Securities and Exchange Commission increase the likelihood that many brokerage
      firms will not participate in a potential future market for our common stock.
      Those rules require, as a condition to brokers effecting transactions in certain
      defined securities (unless such transaction is subject to one or more
      exemptions), that the broker obtain from its customer or client a written
      representation concerning the customer’s financial situation, investment
      experience and investment objectives. Compliance with these procedures tends
      to
      discourage most brokerage firms from participating in the market for certain
      low-priced securities.




27


***Our
      common stock is governed under The Securities Enforcement and Penny Stock Reform
      Act of 1990.*** **





The
      Securities Enforcement and Penny Stock Reform Act of 1990 require additional
      disclosure relating to the market for penny stocks in connection with trades
      in
      any stock defined as a penny stock. The Securities and Exchange Commission
      has
      adopted regulations that generally define a penny stock to be any equity
      security that has a market price of less than $5.00 per share, subject to
      certain exceptions. Such exceptions include any equity security listed on NASDAQ
      and any equity security issued by an issuer that has (i) net tangible
      assets of at least $2,000,000, if such issuer has been in continuous operation
      for three years, (ii) net tangible assets of at least $5,000,000, if such
      issuer has been in continuous operation for less than three years, or
      (iii) average annual revenue of at least $6,000,000, if such issuer has
      been in continuous operation for less than three years. Unless an exception
      is
      available, the regulations require the delivery, prior to any transaction
      involving a penny stock, of a disclosure schedule explaining the penny stock
      market and the risks associated therewith.





***The
      forward looking statements contained in this Report may prove
      incorrect*** *.*




This Report
      contains certain forward-looking statements, including among others: (i)
      anticipated trends in our financial condition and results of operations; (ii)
      our business strategy for expanding distribution, directly manufacturing
      products based upon the possible acquisition of Eraskh; and (iii) our ability
      to
      distinguish our products and services from our current and future competitors.
      These forward-looking statements are based largely on our management’s current
      expectations and are subject to a number of risks and uncertainties.
      Forward-looking statements include the information concerning our possible
      or
      assumed future results of operations, business strategies, financing plans,
      competitive position, industry environment, potential growth opportunities,
      and
      the effects of future regulation and the effects of competition. Forward-looking
      statements include all statements that are not historical facts and can be
      identified by the use of forward-looking terminology such as the words
“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar
      expressions. These statements are only predictions and involve known and unknown
      risks and uncertainties, including the risks outlined under “Risk Factors” and
      elsewhere in this prospectus.




Actual
      results could differ materially from these forward-looking statements. In
      addition to the other risks described elsewhere in this “Risk Factors”
discussion, important factors to consider in evaluating such forward-looking
      statements include: (i) changes to external competitive market factors or
      in our internal budgeting process which might impact trends in our results
      of
      operations; (ii) anticipated working capital or other cash requirements; (iii)
      changes in our business strategy or an inability to execute its strategy due
      to
      unanticipated changes in the web development and web hosting industry; and
      (iv)
      various competitive factors that may prevent us from competing successfully
      in
      the marketplace. In light of these risks and uncertainties, many of which are
      described in greater detail elsewhere in this “Risk Factors” discussion, there
      can be no assurance that the events predicted in forward-looking statements
      contained in this prospectus will, in fact, transpire.





Although
      we believe that the expectations reflected in our forward-looking statements
      are
      reasonable, we cannot guarantee future results, events, levels of activity,
      performance or achievement. We are not under any duty to update any of the
      forward-looking statements after the date of this prospectus to conform these
      statements to actual results, unless required by law





IN
      ADDITION TO THE FOREGOING RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS THAT
      ARE
      NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. POTENTIAL INVESTORS SHOULD
      KEEP
      IN MIND THAT OTHER IMPORTANT RISKS COULD ARISE.




28


**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





In
      the
      period ending September 30, 2008, we issued 250,000 shares of our common stock
      to a non-affiliated individual for services rendered to the Company totaling
      $62,500, in a transaction not involving a public offering, pursuant to Section
      4(2) of the Securities Act of 1933.





**Item
      3. Defaults Upon Senior Securities**





None





**Item
      4. Submission of Matters to a Vote of Security Holders**





None





**Item
      5. Other Information**





On
      October 1, 2008, Margit Eyraud notified the Company of her intent to resign
      as
      Chief Executive Officer and President of the Company, effective October 1,
      2008,
      while remaining Chairman of the Board of Directors. Ms. Eyraud served as Chief
      Executive Officer and President of the Company under an Employment Agreement,
      the term of which expires December 31, 2010. Contemporaneous with her
      resignation as reported above, the Company and Ms. Eyraud have agreed to an
      early expiration of the Employment Agreement, and have agreed to a severance
      package in connection with that early expiration. Under the terms of the
      severance package, Ms. Eyraud shall receive a cash payment of four hundred
      five
      thousand dollars ($405,000), payable by the Company as set forth in Note 14
      to
      our Consolidated Financial Statements.





**Item
      6. Exhibits**


**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.
  29
  10.2
              
              Termination
                  of Employment Agreement for Margrit Eyraud, filed on Form 8-K with
                  the SEC
                  on October 7, 2008, incorporated herein by reference10.2
              
              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
              
              Certification
                  of CEO, Rules 13a-14(a) & 15d-14(a), filed herewith31.2
              
              Certification
                  of CAO, Rules 13a-14(a) & 15d-14(a) filed herewith32.1
              
              Certifications
                  of CEO, 18 U.S.C. Sec. 1350, filed herewith32.2
              
              Certifications
                  of CFO, 18 U.S.C. Sec. 1350, filed
                  herewith




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.





Marani
                Brands, Inc.(Registrant)Date:
                November 14, 2008By:
            /s/
                  Ara ZartarianAra
                ZartarianChief
                Executive Officer, PresidentDirectorDate:
                November 14, 2008By:
            /s/
                  Ani KevorkianAni
                KevorkianChief
                Financial OfficerChief
                Operating OfficerDirector




30