**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**


(Mark
      One)




xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      quarterly period ended **March
      31, 2008**




oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For
      the
      transition period from __________ to __________




**333-123176** ****


(Commission
      file number)




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


(Exact
      name of small business issuer as specified in its charter)




**Nevada**
            
            **20-2008579**(State
                or other jurisdiction
            
            (IRS
                Employerof
                incorporation or organization)
            
            Identification
                No.)





**13152
      Raymer Street, Suite 1A**


**North
      Hollywood, CA 91605**


(Address
      of principal executive offices)




**(818)
      503-5200**


(Issuer's
      telephone number)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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.


xYes   oNo





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


oYes    xNo





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of May 20, 2008: 158,107,746 shares of Common Stock issued and
      outstanding.





Transitional
      Small Business Disclosure Format (check one):


oYes    xNo









**TABLE
      OF CONTENTS**




PAGEPART
                I - FINANCIAL INFORMATIONItem
                1.
            Unaudited
                Condensed Consolidated Financial Statements
            1Item
                2.
            Management's
                Discussion and Analysis or Plan of Operation
            24Item
                3
            Controls
                and Procedures
            29PART
                II - OTHER INFORMATIONItem
                1
            Legal
                Proceedings
            29Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            29Item
                3
            Defaults
                Upon Senior Securities
            30Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            30Item
                5
            Other
                Information
            30Item
                6.
            Exhibits
            31SIGNATURES
            33









**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**




**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**(Unaudited)**




**ASSETS**




**March
                31,****2008****Current
                Assets**Cash
                and cash equivalents
            
            $
            587Accounts
                receivable, net of allowance for doubtful accounts
            
            
            -Total
                current assets
            
            
            587**Total
                assets**$
            
            
            587




*See
      accompanying footnotes*


1





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**(Unaudited)**





**LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)**





**March
                31,****2008****Current
                liabilities**Accounts
                payable
            
            $
            22,875Accrued
                compensation and related expenses
            
            
            160,599Other
                accrued liabilities
            
            
            109,474Loans
                from related parties
            
            
            17,484Total
                current liabilities
            
            
            310,432**Deferred
                revenue - license fees**
            
            
            124,750**Promissory
                notes and accrued interest subject to rescission**Promissory
                notes - Fort Street Equity, Inc., 5% per annum, principal and accrued
                interest due December 31, 2009, unsecured
            
            
            79,129**Stockholders'
                (deficit)**Preferred
                stock, par value $0.001 per share; 10,000,000 shares authorized;
                no shares
                issued and outstanding
            
            
            -Common
                stock, par value $0.001 per share; 300,000,000 shares authorized;
                393,130
                shares issued and outstanding
            
            
            393Additional
                paid-in capital
            
            
            1,427,636Deficit
                accumulated during the development stage
            
            
            (1,724,405
            )Accumulated
                other comprehensive loss
            
            
            (217,348
            )Total
                stockholders' (deficit)
            
            
            (513,724
            )**Total
                liabilities and stockholders' (deficit)**
            
            $
            587





*See
      accompanying footnotes*


2




**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
      (LOSS)**


**(Unaudited)**





**For the**
              **Period****Three Months Ended**
            
            **Nine Months Ended**
            
            **December**
              **14,****March 31,**
            
            **March 31,**
            
            **1998**
              **(Inception)****to March 31,****2008**
            
            **2007**
            
            **2008**
            
            **2007**
            
            **2008****Revenues**
            
            $
            -
            
            $
            1,024
            
            
            495
            
            $
            8,531
            
            $
            41,542**Cost
                of sales**
            
            
            -
            
            
            398
            
            
            435
            
            
            3,128
            
            
            18,162**Gross
                profit**
            
            
            -
            
            
            626
            
            
            60
            
            
            5,403
            
            
            23,380**Operating
                costs and expenses**Wages,
                compensation and related taxes
            
            
            5,974
            
            
            86,059
            
            
            31,036
            
            
            482,753
            
            
            1,952,900Legal,
                accounting and consulting fees
            
            
            17,772
            
            
            3,257
            
            
            37,018
            
            
            35,435
            
            
            433,043Realized
                foreign currency exchange (gains) losses
            
            
            (2,471
            )
            
            (16,720
            )
            
            (51,536
            )
            
            (16,720
            )
            
            (111,164
            )Other
                selling, general and administrative
            
            
            4,469
            
            
            22,026
            
            
            29,442
            
            
            46,899
            
            
            563,388Loss
                from write-down of inventory
            
            
            1,540
            
            
            -
            
            
            1,540
            
            
            -
            
            
            1,540Loss
                from write-off of deferred offering costs
            
            
            202,260
            
            
            -
            
            
            202,260
            
            
            -
            
            
            202,260Loss
                from impairment of long-lived assets
            
            
            27,982
            
            
            -
            
            
            27,982
            
            
            -
            
            
            27,982Total
                selling, general and administrative expenses
            
            
            257,526
            
            
            94,622
            
            
            277,742
            
            
            548,367
            
            
            3,069,949**Loss
                from operations**
            
            
            (257,526
            )
            
            (93,996
            )
            
            (277,682
            )
            
            (542,964
            )
            
            (3,046,569
            )**Other
                income (expense)**Gain
                on cancellation and settlement of debt
            
            
            -
            
            
            -
            
            
            146,752
            
            
            -
            
            
            1,383,031Interest
                and other income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,294Interest
                expense
            
            
            (2,428
            )
            
            (4,645
            )
            
            (17,421
            )
            
            (8,172
            )
            
            (65,161
            )Total
                other income (expense)
            
            
            (2,428
            )
            
            (4,645
            )
            
            129,331
            
            
            (8,172
            )
            
            1,322,164**Income
                (loss) before provision for income taxes**
            
            
            (259,954
            )
            
            (98,641
            )
            
            (148,351
            )
            
            (551,136
            )
            
            (1,724,405
            )**Provision
                for income taxes**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -**Net
                income (loss)**
            
            
            (259,954
            )
            
            (98,641
            )
            
            (148,351
            )
            
            (551,136
            )
            
            (1,724,405
            )**Other
                comprehensive income (loss)**Foreign
                currency translation
            
            
            (12,135
            )
            
            (52,141
            )
            
            (34,374
            )
            
            (154,432
            )
            
            (217,348
            )**Total
                comprehensive income (loss)**
            
            $
            (272,089
            )
            $
            (150,782
            )
            $
            (182,725
            )
            
            (705,568
            )
            $
            1,941,753
            )**Net
                income (loss) per common share - basic and diluted (restated for
                1:250
                reverse stock spilt on March 31, 2008)**
            
            
            (0.66
            )
            
            (1.01
            )
            
            (0.74
            )
            
            (6.06
            )**Weighted
                average number of common shares outstanding - basic and diluted (restated
                for 1:250 reverse stock spilt on March 31, 2008)**
            
            
            393,130
            
            
            97,384
            
            
            201,121
            
            
            90,930




*See
      accompanying footnotes*


3





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**


**FROM
      THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH MARCH 31, 2008**


***(Restated
      for 1:250 Reverse Stock Split on March 31, 2008)***


**(Unaudited)**





**Deficit**
            
            **Accumulated****Additional**
            
            **Stock**
            
            **During
                the**
            
            **Comprehensive****Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Subscription**
            
            **Development**
            
            **Income****Description**
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Receivable**
            
            **Stage**
            
            **(Loss)**
            
            **Totals****Balance
                - December 14, 1998**
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Net
                (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            (16,960
            )
            
            -
            
            
            (16,960
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (534
            )
            
            (534
            )**Balance
                - June 30, 1999**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (16,960
            )
            
            (534
            )
            
            (17,494
            )Net
                (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            (138,322
            )
            
            -
            
            
            (138,322
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            7,472
            
            
            7,472**Balance
                - June 30, 2000**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (155,282
            )
            
            6,938
            
            
            (148,344
            )Issuance
                of common stock for services
            
            
            -
            
            
            -
            
            
            20,000
            
            
            20
            
            
            4,980
            
            
            -
            
            
            -
            
            
            -
            
            
            5,000Net
                (loss) for the period
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (58,529
            )
            
            -
            
            
            (58,529
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            25,453
            
            
            25,453**Balance
                - June 30, 2001**
            
            
            -
            
            
            -
            
            
            20,000
            
            
            20
            
            
            4,980
            
            
            -
            
            
            (213,811
            )
            
            32,391
            
            
            (176,420
            )Net
                (loss) for the period
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (32,584
            )
            
            -
            
            
            (32,584
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (20,804
            )
            
            (20,804
            )**Balance
                - June 30, 2002**
            
            
            -
            
            
            -
            
            
            20,000
            
            
            20
            
            
            4,980
            
            
            -
            
            
            (246,395
            )
            
            11,587
            
            
            (229,808
            )Net
                (loss) for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (24,176
            )
            
            -
            
            
            (24,176
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (45,554
            )
            
            (45,554
            )**Balance
                - June 30, 2003**
            
            
            -
            
            
            -
            
            
            20,000
            
            
            20
            
            
            4,980
            
            
            -
            
            
            (270,571
            )
            
            (33,967
            )
            
            (299,538
            )Net
                (loss) for the period
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (130,264
            )
            
            -
            
            
            (130,264
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,119
            )
            
            (6,119
            )**Balance
                - June 30, 2004**
            
            
            -
            
            $
            -
            
            $
            20,000
            
            $
            20
            
            $
            4,980
            
            $
            -
            
            $
            (400,835
            )
            $
            (40,086
            )
            $
            (435,921
            )





*See
      accompanying footnotes*


4





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**


**FROM
      THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH MARCH 31, 2008**


***(Restated
      for 1:250 Reverse Stock Split on March 31, 2008)***


**(Unaudited)**





**Deficit**
            
            **Accumulated****Common**
            
            **Accumulated**
            
            **Other****Additional**
            
            **Stock**
            
            **During
                the**
            
            **Comprehensive****Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Subscription**
            
            **Development**
            
            **Income****Description**
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Receivable**
            
            **Stage**
            
            **(Loss)**
            
            **Totals**Stock
                options issued for cash
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            10,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            10,000Preferred
                and common stock issued for deemed reverse merger with FFB Australia
            
            
            1,000,000
            
            
            1,000
            
            
            60,010
            
            
            60
            
            
            (16,010
            )
            
            -
            
            
            -
            
            
            -
            
            
            (14,950
            )Employee
                compensation paid by shares issued by company officer/director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            220,000
            
            
            -
            
            
            -
            
            
            -
            
            
            220,000Loan
                from former director paid by shares issued by company officer/director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            7,500
            
            
            -
            
            
            -
            
            
            -
            
            
            7,500Consulting
                services paid by shares issued by company officer/director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            132,500
            
            
            -
            
            
            -
            
            
            -
            
            
            132,500Promissory
                notes converted to common stock
            
            
            
            
            
            
            
            
            3,480
            
            
            3
            
            
            378,799
            
            
            -
            
            
            -
            
            
            -
            
            
            378,802Net
                (loss) for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (531,308
            )
            
            -
            
            
            (531,308
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,855
            
            
            1,855**Balance
                - June 30, 2005**
            
            
            1,000,000
            
            
            1,000
            
            
            83,490
            
            
            83
            
            
            737,769
            
            
            -
            
            
            (932,143
            )
            
            (38,231
            )
            
            (231,522
            )Compensation
                from stock options issued by principal stockholder
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            54,751
            
            
            -
            
            
            -
            
            
            -
            
            
            54,751Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            4
            
            
            -
            
            
            500
            
            
            -
            
            
            -
            
            
            -
            
            
            500Compensation
                from stock options issued by principal stockholder
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            6,710
            
            
            -
            
            
            -
            
            
            -
            
            
            6,710Common
                stock issued for cash
            
            
            -
            
            
            -
            
            
            400
            
            
            -
            
            
            50,000
            
            
            (12,000
            )
            
            
            
            
            -
            
            
            38,000Net
                (loss) for the period (as restated)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,302,467
            )
            
            -
            
            
            (1,302,467
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            47,347
            
            
            47,347**Balance
                - June 30, 2006 (as restated)**
            
            
            1,000,000
            
            $
            1,000
            
            
            83,894
            
            $
            83
            
            $
            849,730
            
            $
            (12,000
            )
            $
            (2,234,610
            )
            $
            9,116
            
            $
            (1,386,681
            )





*See
      accompanying footnotes*


5





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**


**FROM
      THE COMPANY'S INCEPTION (DECEMBER 14, 1998) THROUGH MARCH 31, 2008**


***(Restated
      for 1:250 Reverse Stock Split on March 31, 2008)***


**(Unaudited)**





**Deficit**
            
            **Accumulated****Common**
            
            **Accumulated**
            
            **Other****Additional**
            
            **Stock**
            
            **During
                the**
            
            **Comprehensive****Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Subscription**
            
            **Development**
            
            **Income****Description**
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Receivable**
            
            **Stage**
            
            **(Loss)**
            
            **Totals**Common
                stock issued for cash
            
            
            -
            
            $
            -
            
            
            13,500
            
            $
            14
            
            
            151,986
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            152,000Compensation
                from extending terms of stock options
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,000
            
            
            -
            
            
            -
            
            
            -
            
            
            4,000Net
                income for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            12,000
            
            
            658,556
            
            
            -
            
            
            670,556Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (192,090
            )
            
            (192,090
            )**Balance
                - June 30, 2007**
            
            
            1,000,000
            
            
            1,000
            
            
            97,394
            
            
            97
            
            
            1,005,716
            
            
            -
            
            
            (1,576,054
            )
            
            (182,974
            )
            
            (752,215
            )Exercise
                of stock options for partial settlement of note payable to principal
                stockholder
            
            
            -
            
            
            -
            
            
            5,736
            
            
            6
            
            
            28,674
            
            
            -
            
            
            -
            
            
            -
            
            
            8,680Issuance
                of shares to pay officer's accrued compensation
            
            
            -
            
            
            -
            
            
            10,000
            
            
            10
            
            
            24,990
            
            
            -
            
            
            -
            
            
            -
            
            
            25,000Issuance
                of shares to officer in settlement of debt
            
            
            -
            
            
            -
            
            
            80,000
            
            
            80
            
            
            134,096
            
            
            -
            
            
            -
            
            
            -
            
            
            134,176Issuance
                of shares to officer to restore voting rights on undesignated preferred
                shares
            
            
            (1,000,000
            )
            
            (1,000
            )
            
            200,000
            
            
            200
            
            
            (200
            )
            
            -
            
            
            -
            
            
            -
            
            
            (1,000
            )Payoff
                of debt by officer with proceeds from sale of shares to Route 32,
                LLC
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            234,360
            
            
            -
            
            
            -
            
            
            -
            
            
            234,360Net
                income for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (148,351
            )
            
            -
            
            
            (148,351
            )Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (34,374
            )
            
            (34,374
            )**Balance
                - March 31, 2008**
            
            
            -
            
            $
            -
            
            
            393,130
            
            $
            393
            
            $
            1,427,636
            
            $
            -
            
            $
            1,724,405
            )
            $
            217,348
            )
            $
            (513,724
            )





*See
      accompanying footnotes*


6





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**For the Period****Nine Months Ended**
            
            **December 14,****March 31,**
            
            **1998 (Inception)****to March 31,****2008**
            
            **2007**
            
            **2008****Cash
                flows from operating activities**Net
                loss
            
            $
            (148,351
            )
            $
            (551,136
            )
            $
            (1,724,405
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesGain
                on cancellation and settlement of debt
            
            
            (146,752
            )
            
            -
            
            
            (1,383,031
            )Depreciation
                and amortization
            
            
            14,129
            
            
            8,869
            
            
            56,990Loss
                from write-down of inventory
            
            
            1,540
            
            
            -
            
            
            1,540Loss
                from write-off of deferred offering costs
            
            
            202,260
            
            
            -
            
            
            279,260Loss
                from impairment of long-lived assets
            
            
            27,982
            
            
            
            
            
            27,982Employee
                compensation paid by issued options and shares
            
            
            -
            
            
            4,000
            
            
            285,461Consulting
                and other services paid by issued shares
            
            
            -
            
            
            -
            
            
            133,000Interest
                on promissory notes converted to paid-in capital
            
            
            -
            
            
            -
            
            
            13,801Realized
                foreign currency exchange (gains) losses
            
            
            (51,536
            )
            
            -
            
            
            (51,536
            )Changes
                in operating assets and liabilitiesAccounts
                receivable
            
            
            -
            
            
            -
            
            
            124,750Other
                receivables
            
            
            2,500
            
            
            -
            
            
            -Inventory
            
            
            -
            
            
            -
            
            
            (1,277
            )Accounts
                payable
            
            
            22,630
            
            
            (35,425
            )
            
            89,727Accrued
                compensation and other accrued liabilities
            
            
            22,577
            
            
            475,621
            
            
            1,543,987Net
                cash used in operating activities
            
            
            (53,021
            )
            
            (98,071
            )
            
            (603,751
            )**Cash
                flows from investing activities**Purchases
                of property and equipment
            
            
            -
            
            
            -
            
            
            (48,131
            )Payment
                for Australian trademark
            
            
            -
            
            
            -
            
            
            (219
            )Net
                cash used in investing activities
            
            
            -
            
            
            -
            
            
            (48,350
            )**Cash
                flows from financing activities**Bank
                overdraft
            
            
            -
            
            
            (2,471
            )
            
            -Proceeds
                from loans - related parties
            
            
            30,698
            
            
            27,389
            
            
            476,180Repayments
                on loans - related parties
            
            
            (20,864
            )
            
            (30,173
            )
            
            (352,729
            )Proceeds
                from issuance of convertible notes
            
            
            -
            
            
            -
            
            
            365,000Proceeds
                from issuance of promissory notes
            
            
            -
            
            
            -
            
            
            156,355Repayments
                on promissory notes
            
            
            (1,740
            )
            
            -
            
            
            (1,740
            )Proceeds
                from issuance of common stock
            
            
            -
            
            
            152,000
            
            
            190,050Proceeds
                from other contributed capital
            
            
            71,614
            
            
            -
            
            
            71,614Payments
                of deferred offering costs
            
            
            -
            
            
            (26,078
            )
            
            (246,535
            )Net
                cash provided by financing activities
            
            
            79,708
            
            
            120,667
            
            
            658,195**Effect
                of exchange rate changes on cash and cash
                equivalents**
            
            
            (27,240
            )
            
            (15,737
            )
            
            (5,507
            )**Net
                increase (decrease) in cash and cash equivalents**
            
            
            (553
            )
            
            6,859
            
            
            587**Cash
                and cash equivalents**,
                beginning of period
            
            
            1,140
            
            
            95
            
            
            -**Cash
                and cash equivalents**,
                end of period
            
            $
            587
            
            $
            6,954
            
            $
            587





*See
      accompanying footnotes*


7





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**Nine
                Months Ended**
              **March
                31,**
            
            **For the Period**
              **December 14,**
              **1998****(Inception)****to March 31,****2008**
            
            **2007**
            
            **2008****Supplemental
                disclosure of cash flow information**Cash
                paid during the period forInterest
            
            $
            -
            
            $
            -
            
            $
            502Income
                taxes
            
            $
            -
            
            $
            -
            
            $
            -





**Supplemental
      disclosure of noncash investing and financing activities (restated for 1:250
      reverse stock split on March 31, 2008).**





On
      March 24, 2007, the Company acquired 100% of the common stock of Footfridge
      Pty
      Ltd ("Footfridge") in exchange for a $1,000,000 convertible promissory note.
      Pursuant to the agreement, Footfridge became a wholly owned subsidiary of the
      Company. Footfridge had minimal operations and its only significant asset was
      a
      patent for a certain heat reflection footwear device. Accordingly, the
      acquisition was recorded as an intangible asset purchase with no goodwill
      recognized. The patent was recorded at $1,000,000, which was the estimated
      fair
      value of the note payable on the acquisition date. This agreement was rescinded
      on August 21, 2007, whereby the promissory note was cancelled and the Footfridge
      common stock was returned to the seller. A total gain of $29,696 was recognized
      on the rescission of this acquisition and the related note payable.





On
      August 14, 2007, the Company accepted the exercise of 5,736 options from Fort
      Street Equity, a principal shareholder of the Company, in consideration for
      a
      $28,680 reduction in the Company's note payable balance to Fort Street Equity.
      Fort Street Equity is a related party, therefore no gain or loss was recognized
      on this equity transaction.





The
      Company originally intended to issue 1,000,000 (pre-split) shares of preferred
      stock to its President in 2004 pursuant to a reverse merger transaction. Each
      of
      these preferred shares was approved by the Company's Board of Directors to
      have
      50 votes. In December 2007 while performing due diligence for the Company's
      pending sale, it was discovered that a certificate of designation was not
      properly filed with the Nevada Secretary of State for the Company's preferred
      shares. Due to the Company's failure to provide its President properly
      designated preferred shares and their related voting rights, the Company issued
      him 200,000 shares of common stock, calculated on a on a post 1-for-250 reverse
      split basis, on December 31, 2007. These additional common shares provide the
      Company's President an equal number of voting rights to what he would have
      maintained in the event that the original preferred shares were validly
      authorized and designated by the Nevada Secretary of State. Accordingly, no
      shares of preferred stock were issued in connection with this transaction and
      none[ are outstanding.


8





On
      December 31, 2007, the Company issued 80,000 shares of common stock to its
      President to settle debt totaling $134,176 owed to the President and his
      affiliated companies. No gain or loss was recognized on this
      transaction.





On
      December 21, 2007 the Company’s former President and principal shareholder
      entered into a stock purchase agreement with Route 32, LLC whereby the President
      sold his common stock in the Company for $500,000. Pursuant to the closing
      of
      this transaction in February 2008, the former President paid off certain
      liabilities of the Company totaling $234,362. Of this total, $162,748 of
      liabilities were paid directly from the sale proceeds.





Effective
      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. In addition,
      the
      Company's issued and outstanding common stock underwent a 1-for-250 reverse
      split.


9





**MARANI
      BRANDS, INC.**


**(FORMERLY
      FIT FOR BUSINESS INTERNATIONAL, INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008 AND 2007**


**(Unaudited)**





**(1)
      Organization and Basis of Presentation**





Organization (“Route
      32”)





Fit
      For
      Business International, Inc. ("FFBI" or the “Company”) is a Nevada corporation
      in business of providing products and services for: (i) corporate wellness
      programs which address 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. The accompanying financial
      statements reflect the completion of a deemed reverse merger between FFBI and
      Fit For Business (Australia) Pty Limited ("FFB Australia"), which was effected
      on September 14, 2004. FFB Australia was organized as an Australian private
      company on December 14, 1998.





On
      December 21, 2007, Mark Poulsen (“Poulsen”), FFBI’s President and principal
      shareholder entered into a stock purchase agreement with Route 32, LLC (“Route
      32”) whereby Poulsen would 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 with Route 32, Poulsen resigned as the
      Company’s President and sole Director and Adele Ruger was appointed as the
      Company’s sole officer director. Upon the closing of the merger referred to in
      Note 12, 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
      March 31, 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
      with the merger described below and in Note 12, the Company’s current business
      is the distribution of wine and spirit products manufactured in Armenia.





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 stock
      split for all periods presented.





Stockholders’
      equity reflects the stock split by reclassifying from “Additional paid-in
      capital” to Common stock” an amount equal to the par value of the reduced shares
      resulting from the reverse split.





Agreement
      and Plan of Merger





On
      April
      4, 2008, the Company entered into an Agreement and Plan of Merger with MEI,
      pursuant to which the Company acquired a of the capital stock of MEI (the
“Merger”), which closed on Aptil 7, 2008.


10





Basis
      of Presentation and Going Concern





The
      unaudited condensed financial statements included herein have been prepared
      in
      accordance with accounting principles generally accepted in United States of
      America for interim financial information and with the instructions to Form
      10-QSB and Item 310(b) of Regulation S-B. They do not include all information
      and notes required by generally accepted accounting principles for complete
      financial statements. However, except as disclosed herein, there has been no
      material changes in the information disclosed in the notes to the consolidated
      financial statements included in the Annual Report on Form 10-KSB of Fit for
      Business International, Inc. for the fiscal year ended June 30, 2007. In the
      opinion of management, all adjustments (including normal recurring accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the three month and nine month periods ended March 31, 2008 are
      not
      necessarily indicative of the results that may be expected for any other interim
      period or the entire fiscal year. For further information, these unaudited
      condensed consolidated financial statements and the related notes should be
      read
      in conjunction with the Company’s consolidated audited financial statements for
      the fiscal year ended June 30, 2007 included in the Company’s Annual Report on
      For 10-KSB.





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in conformity with accounting principles generally accepted in the
      United States of America, which contemplate continuation of the Company as
      a
      going concern. The Company has incurred operating losses since inception, has
      negative working capital as of March 31, 2008 totaling $309,845, and the
      Company’s current business plan requires additional funding beyond its
      anticipated cash flow from operations. These and other factors raise substantial
      doubt about the Company's ability to continue as a going concern. The
      accompanying financial statements do not include any adjustments to reflect
      the
      possible future effects on the recoverability and classification of assets
      or
      the amounts and classification of liabilities that may result from the possible
      inability of the Company to continue as a going concern; nor does this quarterly
      report contain the possible effects of the change in business concomitant with
      the the Merger of April 7, 2008, discussed in Note 12.





**(2)
      Summary of Significant Accounting Policies**





Cash
      and Cash Equivalents





For
      purposes of reporting within the statement of cash flows, the Company considers
      all cash on hand, cash accounts not subject to withdrawal restrictions or
      penalties, and all liquid debt instruments purchased with a maturity of three
      months or less to be cash and cash equivalents.





Accounts
      Receivable





Accounts
      receivable consist of amounts due from sales of its license agreements. The
      Company establishes an allowance for doubtful accounts in amounts sufficient
      to
      absorb potential losses on accounts receivable. As of March 31, 2008, an
      allowance for doubtful accounts of $875,250 was deemed necessary on the
      Company’s licensing agreements. This allowance was recorded against the related
      deferred revenue on these agreements (see Note 9). While management uses the
      best information available upon which to base estimates, future adjustments
      to
      the allowance may be necessary if economic conditions differ substantially
      from
      the assumptions used for the purpose of analysis.





Revenue
      Recognition





The
      Company is in the development stage and has yet to realize significant revenues
      from planned operations. It has derived revenues principally from the sale
      of
      services related to wellness programs, and the sale of nutritional products,
      literature and training materials. The Company has also entered into a license
      agreements which entitle the licensee to provide a distribution network for
      the
      Company, use its logo and software, and market and promote its products and
      services. Revenue is to be derived over the term of the license agreements
      once
      all terms and conditions have been met. Revenues are recognized by major
      categories under the following policies:





For
      specific wellness program services, such as health risk assessment services,
      fitness programs, educational and other programs, and contracts pertaining
      to
      such services, revenue is realized as services are provided. Contracts for
      wellness program services are evidenced in writing, and as services are
      rendered, invoices for such services are rendered in accordance with contract
      terms.


11





For
      sales
      of literature, training materials, and nutritional products, revenue is realized
      upon shipment to the customer and there are no unfulfilled Company elements
      related to a customer's order. Orders for literature, materials, and nutritional
      products are evidenced in writing on customer and call center order documents.
      Payments are provided in cash, check or by credit card at the time orders are
      placed with the Company.





For
      license agreements, revenue is realized from licensing activities related to
      various countries and geographic regions, which entitle licensees to provide
      a
      distribution network for the Company, the use of the Company’s logo, software
      and training materials, and the rights to market and promote the services of
      the
      Company. Revenue from such agreements is realized over the term and under the
      conditions of each specific license once all contract conditions have been
      met.





Payments
      for licensing fees are generally received at the time the license agreements
      are
      executed, unless other terms for delayed payment are documented and agreed
      to
      between the parties. Under terms for delayed payment, the Company may require
      further assurances of payment under contract terms such as credit report
      information, and entity and personal guarantees.





Internal
      Web Site Development Costs





Under
      Emerging Issues Task Force Statement 00-2, Accounting for Web Site Development
      Costs ("EITF 00-2"), costs and expenses incurred during the planning and
      operating stages of the Company's web site are expensed as incurred. Under
      EITF
      00-2, costs incurred in the web site application and infrastructure development
      stages are capitalized by the Company and amortized to expense over the web
      site's estimated useful life or period of benefit. As of March 31, 2008, the
      Company had net capitalized costs of $0 related to its web site development,
      due
      to impairment charges totaling $1,336 (see “Impairment of Long-Lived Assets”
below).





Costs
      of Computer Software Developed or Obtained for Internal Use





Under
      Statement of Position 98-1, Accounting for the Costs of Computer Software
      Developed or Obtained for Internal Use ("SOP 98-1"), the Company capitalizes
      external direct costs of materials and services consumed in developing or obtaining
      internal-use computer software; payroll and payroll-related costs for employees
      who are directly associated with and who devote time to the internal-use
      computer software project; and, interest costs related to loans incurred for
      the
      development of internal-use software. As of March 31, 2008, the Company had
      net
      capitalized costs of $0 for projects related to the development of internal-use
      software, due to impairment charges totaling $25,476 (see “Impairment of
      Long-Lived Assets” below).





Advertising
      Costs





Advertising
      costs are charged to operations when incurred, except for television or magazine
      advertisements, which are charged to expense when the advertising first takes
      place. The Company incurred no advertising costs during the nine month periods
      ended March 31, 2008 and 2007.





Property
      and Equipment





The
      components of property and equipment are stated at cost. Property and equipment
      costs are depreciated or amortized for financial reporting purposes over the
      useful lives of the related assets by the straight-line method. Useful lives
      utilized by the Company for calculating depreciation or amortization are as
      follows:





Computer
                and office equipment
            
            
            5
                yearsFurniture
                and fixtures
            
            
            10
                yearsInternal
                web site development costs
            
            
            3
                yearsDeveloped
                Software
            
            
            5
                years




12





Upon
      disposition of an asset, its cost and related accumulated depreciation or
      amortization are removed from the accounts, and any resulting gain or loss
      is
      recognized.





Impairment
      of Long-Lived Assets





The
      Company accounts for its long-lived assets in accordance with Statement of
      Financial Accounting Standards No. 144, Accounting
      for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). ** SFAS
      144
      requires that long-lived assets be ** reviewed
      for impairment whenever events or changes in circumstances indicate that the
      historical cost carrying value of an asset may no longer be
      appropriate.  The Company assesses recoverability of the carrying
      value of an asset by estimating the future net cash flows expected to result
      from the asset, including eventual disposition of the asset.  If the
      future net cash flows are less than the carrying value of the asset, an
      impairment loss is recorded equal to the difference between the asset’s carrying
      value and the fair value or disposable value.   During the quarter
      ended March 31, 2008, the Company incurred impairment charges totaling $27,982
      on its long-lived assets as a result of the contemplated Merger with MEI.





These
      impairment charges are summarized as follows:





Web
                site development costs
            
            $
            1,336Computer
                software
            
            
            25,476Other
                property and equipment
            
            
            1,170$
            27,982





Loss
      Per Common Share





The
      Company adopted Statement of Financial Accounting Standards No. 128, Earnings
      Per Share (“SFAS 128”), that requires the reporting of both basic and diluted
      earnings (loss) per share. Basic earnings (loss) per share is computed by
      dividing net income (loss) available to common stockholders by the weighted
      average number of common shares outstanding for the period. Diluted earnings
      (loss) per share reflects the potential dilution that could occur if securities
      or other contracts to issue common stock were exercised or converted into common
      stock. In accordance with SFAS 128, any anti-dilutive effects on net earnings
      (loss) per share are excluded. If such shares were included in diluted EPS,
      they
      would have resulted in weighted-average common shares of 393,130 and 107,873
      for
      the three months ended March 31, 2008 and 2007, and 203,554 and 99,747 for
      the
      nine months ended March 31, 2008 and 2007. Such amounts include shares
      potentially issuable under options that were outstanding during these
      periods.





Deferred
      Offering Costs





The
      Company defers as other assets 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 March 31, 2008, the
      Company had deemed its prior anticipated maximum $4.5 million equity offering
      unsuccessful and had accordingly written off $202,260 of the related deferred
      offering costs (see Note 6).




Comprehensive
      Income (Loss)





The
      Company presents comprehensive income (loss) in accordance with Statement of
      Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS
      130"). SFAS 130 states that all items that are required to be recognized under
      accounting standards as components of comprehensive income (loss) be reported
      in
      the financial statements. For the three months and nine months ended March
      31,
      2008 and 2007, and the cumulative period from inception (December 14, 1998)
      through March 31, 2008, comprehensive income (loss) consisted of foreign
      currency translation adjustments as shown in the Company’s statement of
      operations.


13







Income
      Taxes





The
      Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
      Income Taxes ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities
      are determined based on temporary differences between the bases of certain assets
      and liabilities for income tax and financial reporting purposes. The deferred
      tax assets and liabilities are classified according to the financial statement
      classification of the assets and liabilities generating the
      differences.





The
      Company maintains a valuation allowance with respect to deferred tax assets.
      The
      Company establishes a valuation allowance based upon the potential likelihood
      of
      realizing the deferred tax asset and taking into consideration the Company's
      financial position and results of operations for the current period. Future
      realization of the deferred tax benefit depends on the existence of sufficient
      taxable income within the carryforward period under the federal tax
      laws.





Changes
      in circumstances, such as the Company generating taxable income, could cause
      a
      change in judgment about the realizability of the related deferred tax asset.
      Any change in the valuation allowance will be included in income in the period
      of the change in estimate.





Foreign
      Currency Translation





The
      Company accounts for foreign currency translation pursuant to SFAS No. 52,
      Foreign Currency Translation ("SFAS 52"). Prior to the Merger, the Company's
      functional currency has been the Australian dollar. All assets and liabilities
      are translated into United States dollars using the current exchange rate at
      the
      end of each fiscal period. Revenues and expenses are translated using the
      average exchange rates prevailing throughout the respective periods. Translation
      adjustments are included in other comprehensive income (loss) for the period.
      Certain transactions of the Company are denominated in United States dollars.
      Translation gains or losses related to such transactions are recognized for
      each
      reporting period in the related statement of operations and comprehensive income
      (loss).





Fair
      Value of Financial Instruments





The
      Company estimates the fair value of financial instruments using the available
      market information and valuation methods. Considerable judgment is required
      in
      estimating fair value. Accordingly, the estimates of fair value may not be
      indicative of the amounts the Company could realize in a current market
      exchange. As of March 31, 2008, the carrying value of the Company’s accounts
      payable, accrued liabilities, loans from related parties and promissory notes
      approximated fair value due to the nature and terms of maturity of these
      instruments.





Stock-Based
      Compensation





The
      Company uses the fair value method to account for non-employee stock-based
      compensation in accordance with SFAS No. 123, Accounting for Stock-Based
      Compensation ("SFAS No. 123"), and FASB Emerging Issues Task Force, or EITF,
      Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other
      Than
      Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
      Under the fair value method, all transactions in which goods or services are
      the
      consideration received for the issuance of equity instruments are accounted
      for
      based on the fair value of the consideration received or the fair value of
      the
      equity instruments issued, whichever is more reliably measurable.





The
      Company accounts for the fair value of stock options granted to employees,
      stock
      options granted by a principal stockholder to employees, and common stock issued
      by a principal stockholder to employees under the fair value recognition
      provisions of SFAS No. 123, and SAB Topic 5.T., "Accounting for Expenses or
      Liabilities Paid by Principal Stockholder(s)." Fort Street Equity, Inc., as
      a
      principal stockholder, has provided stock option grants and common stock on
      behalf of the Company to employees and other parties which are described in
      Notes 6 and 10.





Estimates





The
      financial statements are prepared on the basis of accounting principles
      generally accepted in the United States of America. 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 as of March 31, 2008, and revenues and expenses for
      the
      three months and nine months ended March 31, 2008 and 2007, and the cumulative
      period from inception. Actual results could differ from those estimates made
      by
      management.


14


Recent
      Accounting Pronuncments




SFAS
      No. 141(R) - In
      December 2007, the FASB issued Statement No. 141(R), *Business
      Combinations* .
      This
      Statement replaces FASB Statement No. 141, *Business
      Combinations.* This
      Statement retains the fundamental requirements in Statement 141 that the
      acquisition method of accounting (which Statement 141 called the purchase
      method) be used for all business combinations and for an acquirer to be
      identified for each business combination. This Statement defines the acquirer
      as
      the entity that obtains control of one or more businesses in the business
      combination and establishes the acquisition date as the date that the acquirer
      achieves control. Statement 141 did not define the acquirer, although it
      included guidance on identifying the acquirer, as does this Statement. This
      Statement’s scope is broader than that of Statement 141, which applied only to
      business combinations in which control was obtained by transferring
      consideration. By applying the same method of accounting - the acquisition
      method - to all transactions and other events in which one entity obtains
      control over one or more other businesses, this Statement improves the
      comparability of the information about business combinations provided in
      financial reports. This Statement applies prospectively to business combinations
      for which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. An entity may not
      apply it before that date. The
      Company is currently evaluating SFAS 141(R), and has not yet determined its
      potential impact on its future results of operations or financial position.




SFAS
      No. 160 - In
      December 2007, the FASB issued Statement No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements - an Amendment of ARB No.
      51* . This
      Statement amends ARB 51 to establish accounting and reporting standards for
      the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. Before this Statement was issued,
      limited guidance existed for reporting noncontrolling interests. As a result,
      considerable diversity in practice existed. So-called minority interests were
      reported in the consolidated statement of financial position as liabilities
      or
      in the mezzanine section between liabilities and equity. This Statement improves
      comparability by eliminating that diversity. This Statement is effective for
      fiscal years, and interim periods within those fiscal years, beginning on or
      after December 15, 2008. Earlier adoption is prohibited. The effective date
      of
      this Statement is the same as that of the related Statement 141(R). This
      Statement shall be applied prospectively as of the beginning of the fiscal
      year
      in which this Statement is initially applied, except for the presentation and
      disclosure requirements. The presentation and disclosure requirements shall
      be
      applied retrospectively for all periods presented. The Company is currently
      evaluating SFAS 160 and has not yet determined its
      potential impact on its future results of operations or financial position.




SFAS
      No. 161 - In
      March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities, an amendment of FASB Statement No. 133
      (“SFAS No. 161”). SFAS No. 161 requires enhanced disclosures about an entity’s
      derivative and hedging activities. These enhanced disclosures will discuss
      (a)
      how and why an entity uses derivative instruments, (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and
      its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance, and
      cash flows. SFAS No. 161 is effective for financial statements issued for fiscal
      years and interim periods beginning after November 15, 2008. We have not
      determined the impact, if any SFAS No. 161 will have on our consolidated
      financial statements.




**(3)
      Acquisition and Rescission of Footfridge Pty Ltd.**





On
      March
      24, 2007, the Company acquired 100% of the common stock of Footfridge Pty Ltd
      ("Footfridge") in exchange for a $1,000,000 convertible promissory note.
      Pursuant to the acquisition agreement, Footfridge became a wholly owned
      subsidiary of the Company. Footfridge had minimal operations and its only
      significant asset was a patent for a certain heat reflection footwear device.
      Accordingly, the acquisition was recorded as an intangible asset purchase with
      no goodwill recognized. The patent was recorded at $1,000,000, which was the
      estimated fair value of the note payable on the acquisition date. This agreement
      was rescinded on August 21, 2007, whereby the promissory note was cancelled
      and
      the Footfridge common stock was returned to the seller. A total gain of $28,959
      was recognized on the rescission of this acquisition and the related note
      payable.


15





**(4)
      Accrued Compensation**




The
      Company has entered into employment, consulting, and other related agreements
      with its management and other personnel. Due to the Company’s cash flow
      requirements, the parties to these contracts have agreed to defer payment of
      portions of their compensation under these agreements. Total accrued
      compensation as of March 31, 2008 under these contracts amounted to $160,599.




On
      August
      16, 2007, the Company reached a settlement agreement with one of its former
      employees to rescind $117,793 of accrued compensation (inclusive of related
      accrued Australian payroll tax obligations), owed by the Company to this former
      employee.





**(5)
      Convertible Debt**





As
      discussed in Note 3, on March 24, 2007 the Company acquired 100% of the common
      stock of Footfridge Pty Ltd ("Footfridge") in exchange for a $1,000,000
      convertible promissory note. The note bore interest at 7% per annum and was
      secured by the Footfridge shares acquired by the Company. A principal payment
      of
      $200,000 was due and payable on September 30, 2007, with the $800,000 remaining
      balance, plus accrued interest, being due on March 24, 2008. This $800,000
      was
      convertible into common stock of the Company at a conversion rate of $0.10
      per
      share. This promissory note was cancelled and the Footfridge common stock was
      returned to the seller, pursuant to rescission of the agreement on August 21,
      2007 as described in Note 3.





**(6)
      Common Stock Transactions and Capital Formation**





Issuance
      of Common Stock





On
      August
      14, 2007, the Company accepted the exercise of 5,736 options from Fort Street
      Equity, a principal shareholder of the Company, in consideration for a $28,680
      reduction in the Company's note payable balance to Fort Street. Fort Street
      Equity is a related party, therefore no gain or loss was recognized on this
      equity transaction.





On
      October 11, 2007 the Company issued 10,000 shares of common stock to its
      President to satisfy an accrued compensation liability of $25,000.





The
      Company originally issued 1,000,000 shares of preferred stock to its President
      in 2004 pursuant to a reverse merger transaction. Each of these preferred shares
      was approved by the Company's Board of Directors to have 50 votes. In December
      2007 while performing due diligence for the Company's pending sale, it was
      discovered that a certificate of designation was not properly filed with the
      Nevada Secretary of State for the Company's preferred shares. Due to the
      Company's failure to provide its President properly designated preferred shares
      and their related voting rights, the Company issued 200,000 shares (50,000,000
      prior to the 1:250 reverse stock split) on December 31, 2007, to the Company’s
      President. These additional common shares provided the Company's President
      an
      equal number of voting rights to what he would have maintained in the event
      that
      the original preferred shares were validly authorized and designated by the
      Nevada Secretary of State.





On
      December 31, 2007, the Company issued 80,000 shares to its President to settle
      debt totaling $134,176 owed to the President and his affiliated companies.
      No
      gain or loss was recognized on this transaction.





Stock
      Option Agreement and Stock Options Granted by Principal
      Stockholder





On
      July
      25, 2004, the Company issued 8,000 options to Fort Street Equity, Inc. (see
      below) to purchase the same number of shares of its common stock for $10,000
      in
      cash. The option period was initially through December 31, 2005, but was
      extended to December 31, 2007, by the Board of Directors of the Company,
      effective December 3, 2006. Pursuant to the extended terms of exercise, a total
      of $4,000 of additional compensation expense was recognized in December 2006.
      The exercise price of the options is the higher of $125 per share or the
      average-trading price of the Company's common stock over the preceding ten
      business days prior to exercise of the options, less a discount of 40 percent.


16





Fort
      Street Equity, Inc., as a principal stockholder and holder of 8,000 stock
      options to purchase common stock of the Company described above, provided stock
      option grants totaling 2,264 options on behalf of the Company to employees
      and
      other parties to acquire a like number of shares of common stock of the Company.
      The market price of the Company's common stock on the date of each stock option
      grant was $125 per share. Fort Street Equity, Inc. charged the grantees a total
      of $134,070 to acquire the options. The proceeds from the option transactions
      were subsequently loaned by the principal stockholder to the Company for working
      capital purposes under the terms of promissory notes which are described in
      Note
      10.





As
      described above, Fort Street Equity exercised all of its 5,736 options on August
      14, 2007, as consideration for a $28,680 reduction in the Company's note payable
      balance. The remaining 2,264 options that were granted to employees and other
      parties expired unexercised on December 31, 2007.





The
      fair
      value of each option was estimated on the dates of grant using the Black-Scholes
      option-pricing model with the following assumptions:





Average
              Risk-Free
              Interest Rate
            
            Expected
              Volatility
              of Stock
            
            Expected
              Dividend
              Yield
            
            Employee/
              Nonemployee
              Exit Rate
            
            Life of
              the
              Options3.81
            %
            
            135.3
            %
            
            0
            %
            
            0
            %
            
            160
                days





There
      were no options outstanding as of March 31, 2007.





Stock
      Exchange Agreement





On
      September 14, 2004, the Company entered into a Share Exchange Agreement (the
      "Exchange Agreement") with FFB Australia, whereby FFBI acquired all of the
      issued and outstanding capital stock of FFB Australia (81 shares) in exchange
      for 60,000 shares of common stock, and intended to issue 1,000,000 shares of
      preferred stock of the Company, which preferred stock was not properly
      authorized and not outstanding. The Company has issued 200,000 shares of its
      common stock, on a post 1-for-250 reverse split basis to in place of the
      preferred. The common stock of FFBI has a par value of $.001.. As a result
      of
      the Exchange Agreement, the stockholders of FFB Australia controlled FFBI,
      and
      FFB Australia has been deemed to have effected a reverse merger for financial
      reporting purposes as of the date of the Exchange Agreement. The deemed reverse
      merger has been recorded as a recapitalization of the Company, with the net
      assets of FFBI and FFB Australia brought forward at their historical bases.





From
      the
      common stock issued to Mark A. Poulsen, President and Chief Executive Officer
      of
      the Company under the Stock Exchange Agreement described above, 2,000 shares
      of
      common stock were issued to L.R. Global pursuant to the terms of a license
      agreement (see Note 9). Mr. Poulsen also issued shares of common stock that
      he
      received from the Exchange Agreement to satisfy the liabilities of the Company
      assumed by FFBI related to the compensation of six individuals. FFBI recognized
      the satisfaction of such liabilities by Mr. Poulsen as additional paid-in
      capital.





Capital
      Formation Activity





On
      November 10, 2003, FFBI entered into an agreement with Fort Street Equity,
      Inc.
      ("Fort Street Equity") whereby Fort Street Equity would assist FFBI with the
      following: (i) the identification of a corporation validly organized in the
      United States with which the Company could effectuate a reverse merger; and
      (ii)
      the completion and filing of a Registration Statement on Form SB-2 with the
      SEC
      for the purpose of raising capital from the issuance of common stock in the
      public markets of up to $4.5 million.


17





FFBI
      paid
      Fort Street Equity two deposits against fees and costs amounting to $130,100.
      The initial capital formation activity conducted by FFBI and Fort Street Equity
      was not successful due to the fact that the organization and completion of
      a
      deemed reverse merger with a validly organized corporation in the United States
      could not be effected. Further, as a result of the uncompleted deemed reverse
      merger, FFBI expensed $77,000 of the amount paid to Fort Street as unsuccessful
      offering costs.





FFBI
      and
      Fort Street initiated a second capital formation activity that resulted in
      the
      Exchange Agreement as described above, and the current activity to file a
      Registration Statement on Form SB-2 with the SEC which was completed in March
      2006. Based on the closing of the Merger with MEI, which occurred on April
      8,
      2008, the Company has deemed its anticipated maximum $4.5 million offering,
      discussed above, unsuccessful. Accordingly, the Company wrote off $202,260
      of
      the related deferred offering costs in the quarter ended March 31, 2008. These
      costs were comprised of legal, accounting and investor relations fees paid,
      and
      other professional, administrative, and filing fees incurred to complete the
      Form SB-2 registration process and capital formation activities.





**(7)
      Income Taxes**





There
      was
      no provision (benefit) for income taxes for periods to March 31,
      2008.





The
      Company had deferred income tax assets as of March 31, 2008, as
      follows:





Loss
                carryforwards
            
            $
            216,000Less:
                valuation allowance
            
            
            216,000Total
                net deferred tax assets
            
            $
            —





As
      of
      March 31, 2008, the Company had net operating loss carryforwards for income
      tax
      reporting purposes of approximately $635,000 that may be offset against future
      taxable income. The net operating loss carryforwards expire at various times
      through 2028. Current tax laws limit the amount of loss available to be offset
      against future taxable income when a substantial change in ownership occurs
      or a
      change in the nature of the business. Therefore, the amount available to offset
      future taxable income may be limited. No tax benefit has been reported in the
      financial statements for the realization of loss carryforwards, as the Company
      believes there is a high probability that the carryforwards may not be utilized
      in the foreseeable future. Accordingly, the potential tax benefits of the loss
      carryforwards are offset by a valuation allowance of the same
      amount.





**(8)
      Related Party Transactions**





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





On
      December 31, 2007, the Company issued 80,000 shares to its President to settle
      debt totaling $134,176 owed to the President and his affiliated companies (Mark
      A. Poulsen & Associates Pty. Ltd. and Kamaneal Investments Pty. Ltd.). No
      gain or loss was recognized on this transaction.





Mark
      A.
      Poulsen & Associates Pty. Ltd. is an Australian private entity and
      stockholder of the Company. It is wholly owned by Mark A. Poulsen, President
      and
      Chief Executive Officer of the Company. As of March 31, 2008, the Company owed
      $0 to this entity.





Kamaneal
      Investments Pty. Ltd. is an Australian private company and stockholder of the
      Company owned by Mark A. Poulsen, President and Chief Executive Officer of
      the
      Company, and Karen Poulsen, his wife. The purpose of this company is to hold
      investments for Mr. and Mrs. Poulsen. As of March 31, 2008, the Company owed
      $0
      to this entity.


18





As
      of
      March 31, 2008, the Company owed $17,484 to Mr. G.L. Ray, a stockholder of
      the
      Company, for an advance made. This amount owed was for working capital provided,
      is non-interest bearing, and has no terms for repayment.





The
      Company had a month-to-month expense sharing agreement for office rent and
      other
      common area expenses with Mark A. Poulsen & Associates Pty. Ltd. The expense
      sharing agreement replaced a lease arrangement between the Company and Mark
      A.
      Poulsen & Associates Pty. Ltd. that expired on November 30, 2004. For the
      nine months ended March 31, 2008 and 2007, the Company accrued $0 and $12,744
      in
      office rent and common area costs pertaining to this agreement. This agreement
      was terminated in May 2007.




**(9)
      License Agreements**





First
      License Agreement





On
      August
      24, 2004, the Company’s subsidiary, Fit For Business (Australia) Pty Limited
      (the “Subsidiary”), entered into a non-assignable license agreement (the
      "License Agreement") with L.R. Global Marketing Pty. Ltd. ("L.R. Global").
      Pursuant to the License Agreement, L.R. Global has the right or license, for
      a
      period of ten years, to use of the Subsidiary’s logo, management information
      system, and other material within Australia and New Zealand. L.R. Global will
      assist in identifying new clients for the Subsidiary, and recruiting account
      executive and customer service representatives. Under the terms of the License
      Agreement, L.R. Global was obligated to pay the Subsidiary $500,000 on or before
      December 31, 2004, for the grant of the license. As of December 31, 2004, L.R.
      Global had only paid $117,750 toward the fee for the license, and was in default
      under the License Agreement.





On
      January 14, 2005, the Subsidiary and L.R. Global entered into an extension
      agreement whereby the terms of the License Agreement for payment of the
      remaining amount of the $500,000 license fee were extended to May 31, 2005.
      As of
      May
      31, 2005, the balance of the License Agreement fees had not been paid, and
      L.R.
      Global was in default under the License Agreement and the extension
      agreement.





Subsequently,
      on June 14, 2005, the Subsidiary and L.R. Global entered into a second extension
      agreement whereby the terms of the License Agreement were amended as follows:
      (i) for consideration of $7,000 paid by L.R. Global as a partial payment of
      the
      license fee, the due date for the payment of the remaining balance of the
      license fee was extended to a date within sixty (60) days following the first
      date on which the common stock of the Company is quoted on the OTC Bulletin
      Board or other recognized stock exchange; and, (ii) the two principals of L.R.
      Global, Laraine Richardson and Dianne Waghorne, provided personal guarantees
      to
      the Company for payment of the remaining balance of the license fee in the
      event
      that the balance owed is not repaid by L.R. Global.





The
      delay
      experienced in collecting the remaining amount of the license fee from L.R.
      Global was due primarily to the extended period required by the Company to
      complete its capital formation activities, including the effective date of
      its Registration
      Statement on Form SB-2 with the SEC. The principals of L.R. Global informed
      the
      management of the Company that L.R. Global entered into the License Agreement
      with the understanding that the Company would implement its plan of operations
      (including the completion of its capital formation activities) in February
      2005.
      At that time, L.R. Global was committed to provide additional sales and
      marketing resources, and pay the remaining amount of the license fee due.
      Further, as a result of additional discussions with the principals of L.R.
      Global and review of available credit information, management of the Company
      believed that: (i) L.R. Global would honor the terms of the License Agreement,
      and had sufficient operations and financial resources to pay the remaining
      amount owed to the Subsidiary, (ii) complete payment of the license fee would
      be
      accomplished under the terms of the second extension agreement dated June 14,
      2005, and (iii) the personal guarantees of the principals of L.R. Global
      provided sufficient additional assurance of collectibility under Australian
      law.





On
      May 2,
      2006, the common stock of the Company began trading on the OTC Bulletin Board
      under the stock symbol FFBU. On May 23, 2006, the two principals of L.R. Global
      were notified by the Company of the date trading began of the Company's common
      stock on the OTC Bulletin Board, and that the balance of the license fee owed
      would be due and payable to the Company 60 days from that date. On July 6,
      2006,
      the Company received a letter from the legal counsel for L.R. Global advising
      the management of the Company that payment of the remaining license fee would
      not be forthcoming due to alleged verbal misrepresentations made to the
      principals of L.R. Global by the management of the Company and principal
      stockholder as to the value of the common stock of the Company that would be
      achieved by the end of the first week and the end of the first month of trading
      on the OTC Bulletin Board. The principals of L.R. Global disclosed to the
      Company through legal counsel that it was their understanding and expectation
      that the remaining amount due under the License Agreement would be satisfied
      from the sale of a portion or all of the 2,000 shares of common stock provided
      to L.R. Global by Mark A Poulsen, President and Chief Executive Officer of
      the
      Company (see below). Due to the fact that the trading price of the common stock
      of the Company in early July 2006, was insufficient to provide proceeds from
      the
      sale of the 2,000 shares of common stock owned by L.R. Global in an amount
      sufficient to satisfy the remaining amount due to the Subsidiary under the
      License Agreement, L.R. Global asserted alleged damages for misrepresentation,
      negligent misstatement and/or breaches of Section 52 of the Australian Trade
      Practices Act of 1974, and has refused payment of the amount owed. Management
      of
      the Company denies that it had any responsibility as to the value of its common
      stock in relation to the amount owed by L.R. Global, and has demanded payment
      in
      full. Currently, negotiations are continuing between the Company and the
      principals of L.R. Global to receive full payment of the amount owed, but the
      Company’s Subsidiary has not sought to enforce the collection or personal
      guarantees provided under the terms of the second extension to the License
      Agreement dated June 14, 2005 by legal action. As a result of this lack of
      enforcement by the Company’s Subsidiary, a reserve for doubtful accounts in the
      amount of $375,250 was recorded in the financial statements during the year
      ended June 30, 2006. Further, due to the matters described above pertaining
      to
      the lack of completion of its capital formation activities by collection of
      the
      amount owed, the Company has not recognized revenue to-date from this License
      Agreement.


19





From
      the
      shares issued to Mark A. Poulsen, President and Chief Executive Officer of
      the
      Company, L.R. Global received 2,000 shares of common stock. The purpose of
      the
      transfer was to further involve L.R. Global in the Company as a stockholder,
      and
      to provide an incentive for L.R. Global to perform under the License Agreement.
      Management of the Company maintains that the transfer of shares of common stock
      to L.R. Global by Mark A. Poulsen was a private transaction between the
      parties.





Second
      License Agreement





On
      September 13, 2006, the Company entered into a License Agreement (the "Second
      License Agreement") with Mr. Bruce Gilling of Miami, Florida, a related party.
      Mr. Gilling was also an option holder to purchase 200 shares of the Company's
      common under an Option Purchase Agreement with Fort Street (see Note 10).
      Pursuant to the Second License Agreement, Mr. Gilling as the right, for a period
      of ten (10) years, to the use of the Company's logo, web based management
      information system, marketing and promotional literature, processes, systems,
      intellectual property, and attend the Company's events for the purpose of
      generating new customers for the Company, and for training account executives
      and customer service representatives. Pursuant to the original license terms,
      the fee for the Second License Agreement was $500,000 payable as
      follows:





On
                or before October 16, 2006
            
            $
            20,000On
                January 30, 2007
            
            $
            80,000Balance
                to be invoiced each year for four years
            
            $
            400,000





Also
      under the Second License Agreement, Mr. Gilling would be entitled to 400 stock
      options to purchase a like number of shares of unregistered common stock of
      the
      Company at a 40% discount from market following the payment of the license
      fee
      of $80,000 that was scheduled for January 2007. He would also receive 400
      options to purchase a like number of unregistered shares of common of common
      stock of the Company at a 40% discount from market on each occasion that he
      invoices $1,000,000 in retail sales of the Company's products and services.
      Lastly, the Company is to have first right of refusal to purchase the resultant
      shares of common stock received by Mr. Gilling under the Second License
      Agreement at the then prevailing market price of the common stock or
      less.





The
      Company has not received any of the above payments on this license. Due to
      the
      uncertainties surrounding the terms of the license and collection of the first
      two installments, the Company has recorded an allowance for doubtful accounts
      to
      reduce the net accounts receivable and deferred revenue balances to zero.




20





**(10)**  **Promissory
      Notes - Fort Street Equity, Inc.**




On
      May
      10, 2005, the Ralston Superannuation Fund ("Ralston Fund") entered into an
      Option Purchase Agreement with Fort Street whereby the Ralston Fund agreed
      to
      purchase 400 stock options of the Company held by Fort Street for the amount
      of
      $19,050. The stock options entitle the holder to purchase a like number of
      shares of common stock of the Company. The Trustee for the Ralston Fund is
      Leanne Ralston, the wife of Prins A. Ralston. Mr. Ralston was the Senior Vice
      President and Chief Operating Officer of the Company. Fort Street subsequently
      loaned the proceeds from the sale of the stock options to the Company under
      the
      terms of a promissory note dated May 11, 2005. The promissory note is unsecured,
      and carries an interest rate of five (5) percent per annum. The maturity date
      of
      the note, together with any remaining interest, is December 31, 2009. Interest
      payments on the promissory note are payable to Fort Street bi-annually and
      at
      the maturity date of the obligation. In addition, on March 22, 2006, Fort
      Street, as a principal stockholder of the Company, granted to the Ralston Fund
      400 shares of its common stock for no consideration or modification of
      the Option
      Purchase Agreement described above.





On
      June
      14, 2005, Mr. Bruce Gilling, an unrelated party, entered into an Option Purchase
      Agreement with Fort Street whereby the Mr. Gilling agreed to purchase 200 stock
      options of the Company held by Fort Street for the amount of $15,000.
      The stock options entitle the holder to purchase a like number of shares of
      common stock of the Company. Fort Street subsequently loaned the proceeds from
      the sale of the stock options to the Company under the terms of a promissory
      note dated June 19, 2005. The promissory note is unsecured, and carries an
      interest rate of five (5) percent per annum. The maturity date of the note,
      together with any remaining interest, is December 31, 2009. Interest payments
      on
      the promissory note are payable to Fort Street bi-annually and at the maturity
      date of the obligation.





On
      July
      1, 2005, Therese Mulherin, a former part-time employee of the Company, entered
      into two Option Purchase Agreements with Fort Street whereby the Ms. Mulherin
      agreed to purchase 1,110 stock options of the Company held by Fort Street for
      $60,240. The stock options entitle the holder to purchase a like number of
      shares of common stock of the Company. Fort Street subsequently loaned the
      proceeds from the sale of the stock options to the Company under the terms of
      two
      separate promissory notes dated July 1, 2005. Each promissory note is unsecured,
      and carries an interest rate of five (5) percent per annum. The maturity date
      of
      the notes, together with any remaining interest, is December 31, 2009. Interest
      payments on the promissory notes are payable to Fort Street bi-annually and
      at
      the maturity date of the obligations. In addition, on March 22, 2006, Fort
      Street, as a principal stockholder of the Company, granted to Ms. Mulherin
      1,110 of its common stock for no consideration or modification of the Option
      Purchase Agreement described above.





On
      August
      19, 2005, Mr. Mark Hoey, a stockholder of the Company, entered into an Option
      Purchase Agreement with Fort Street whereby Mr. Hoey agreed to purchase 266
      stock options of the Company held by Fort Street for the amount of $20,000.
      The
      stock options entitle the holder to purchase a like number of shares of common
      stock of the Company. Fort Street subsequently loaned the proceeds from the
      sale
      of the stock options to the Company under the terms of a promissory
      note dated August 29, 2005. The promissory note is unsecured, and carries an
      interest rate of five (5) percent per annum. The maturity date of the note,
      together with any remaining interest, is December 31, 2009. Interest payments
      on the promissory note are payable to Fort Street bi-annually and at the
      maturity date of the obligation. In addition, on March 22, 2006, Fort Street,
      as
      a principal stockholder of the Company, granted to Mr. Hoey 266 shares
      of
      its common stock for no consideration or modification of the Option Purchase
      Agreement described above.





On
      August
      26, 2005, the Kelly Superannuation Fund, an unrelated party, entered into an
      Option Purchase Agreement with Fort Street whereby the Fund agreed to purchase
      67 stock options of the Company held by Fort Street for the amount of
      $5,000. The stock options entitle the holder to purchase a like number of shares
      of common stock of the Company. Fort Street subsequently loaned the proceeds
      from the sale of the stock options to the Company under the terms of a promissory
      note dated August 29, 2005. The promissory note is unsecured, and carries an
      interest rate of five (5) percent per annum. The maturity date of the note,
      together with any remaining interest, is December 31, 2009. Interest payments
      on the promissory note are payable to Fort Street bi-annually and at the
      maturity date of the obligation. In addition, on March 22, 2006, Fort Street,
      as
      a principal stockholder of the Company, granted 67 shares of its common
      stock to the Kelly Superannuation Fund for no consideration or modification
      of
      the Option Purchase Agreement described above.


21





On
      September 14, 2005, Sandra L. Wendt, Vice President and Chief Financial Officer
      of the Company, entered into an Option Purchase Agreement with Fort Street
      Equity whereby Mrs. Wendt agreed to purchase 54 stock options of the Company
      held by Fort Street Equity for the amount of $2,280. The stock options entitle
      the holder to purchase a like number of shares of common stock of the Company.
      Fort Street Equity subsequently loaned the proceeds from the sale of the stock
      options to the Company under the terms of a promissory note dated September
      14,
      2005. The promissory note is unsecured, and carries an interest rate of five
      (5)
      percent per annum. The maturity date of the note, together with any remaining
      interest, is December 31, 2009. Interest payments on the promissory note are
      payable to Fort Street Equity bi-annually and at the maturity date of the
      obligation. In addition, on March 22, 2006, Fort Street Equity, as a principal
      stockholder of the Company, granted 54 shares of its common stock on behalf
      of
      the Company to Ms. Wendt. The value of the common stock provided amounted to
      $6,710, and has been recognized as compensation expense and additional paid-in
      capital of the Company in the financial statements during the year ended June
      30, 2006. There was no modification of the Option Purchase Agreement described
      above as a result of the grant of the common stock by the principal
      stockholder.





On
      September 23, 2005, Keith Appleby, an unrelated party, entered into an Option
      Purchase Agreement with Fort Street whereby Mr. Appleby agreed to purchase
      67
      stock options of the Company held by Fort Street for the amount of $5,000.
      The
      stock options entitle the holder to purchase a like number of shares of common
      stock of the Company. Fort Street subsequently loaned the proceeds from the
      sale
      of the stock options to the Company under the terms of a promissory note dated
      September 23, 2005. The promissory note is unsecured, and carries an interest
      rate of five (5) percent per annum. The maturity date of the note, together
      with
      any remaining interest, is December 31, 2009. Interest payments on the
      promissory note are payable to Fort Street bi-annually and at the maturity
      date
      of the obligation. In addition, on March 22, 2006, Fort Street, as a principal
      stockholder of the Company, granted 67 shares of its common stock to Mr. Appleby
      for no compensation or modification of the Option Purchase Agreement described
      above.





On
      September 26, 2005, Neil Wendt, a related party, entered into an Option Purchase
      Agreement with Fort Street whereby Mr. Wendt agreed to purchase 100 stock
      options of the Company held by Fort Street for the amount of $7,500. The stock
      options entitle the holder to purchase a like number of shares of common stock
      of the Company. Fort Street subsequently loaned the proceeds from the sale
      of
      the stock options to the Company under the terms of a promissory note dated
      September 26, 2005. The Company received the proceeds from the promissory note
      in early October 2005. The promissory note is unsecured, and carries an interest
      rate of five (5) percent per annum. The maturity date of the note, together
      with
      any remaining interest, is December 31, 2009. Interest payments on the
      promissory note are payable to Fort Street bi-annually and at the maturity
      date
      of the obligation. In addition, on March 22, 2006, Fort Street, as a principal
      stockholder of the Company, granted to Mr. Wendt 100 shares of its common stock
      for no compensation or modification of the Option Purchase Agreement described
      above.





The
      total
      proceeds received by the Company for the above sales of 2,264 stock options
      by
      Fort Street amounted to $134,070. Additional amounts totaling $34,714 were
      loaned to the Company by Fort Street directly under the same terms as described
      above. The total amount payable to Fort Street at March 31, 2008 under this
      obligation, including accrued interest, is $79,129. The note is unsecured,
      carries an interest rate of five (5) percent per annum, and matures on December
      31, 2009.





All
      of
      the options described in the preceding paragraphs of this Note 10, have been
      exercised, as described therein. Currently, the Company does not have any
      outstanding, unexercised options.





**(11)
      Commitments and Contingencies**





None





**(12)
      Subsequent Events**





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 Margrit Enterprises International, Inc., a California
      corporation ("MEI"). On April 7, 2008, the merger contemplated by the Merger
      Agreement closed (the "Closing"). Pursuant to the Agreement, Merger Sub merged
      with and into MEI, with MEI being the surviving corporation. 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.


22





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.





Immediately
      following the Closing, the Company 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, to four (4) investors in exchange for cash
      of
      $3,780,000.





Also
      on
      April 7, 2008, the Company exercised its option under the Subsidiary Acquisition
      Option Agreement to sell its entire interest in its subsidiary, Fit for Business
      (Australia) Pty Limited ("FBB Australia"), to its former Chief Executive
      Officer, Mark Poulsen. Under the terms of this Agreement, if Mr. Poulsen
      complies with certain information and document requirements then no later than
      May 15, 2008, Mr. Poulsen will receive the Company’s entire interest in FBB
      Australia in exchange for Mr. Poulsen forfeiting his right to 250,000 shares
      of
      the Company’s common stock that he is otherwise entitled to receive in the event
      of a restructuring transaction and merger occurring prior to February 2009.
      If
      Mr. Poulsen does not meet these requirements, the Company has the option to
      retain possession of FBB Australia and the 250,000 shares of common stock.


23





**Item
      2. Management's Discussion and Analysis or Plan of
      Operation**





**Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations**





The
      following discussion and analysis provides information which management believes
      is relevant to an assessment and understanding of our financial condition.
      The
      discussion should be read in conjunction with our financial statements and
      notes
      thereto appearing in this prospectus. The following discussion and analysis
      contains forward-looking statements, which involve risks and uncertainties.
      Our
      actual results may differ significantly from the results, expectations and
      plans
      discussed in these forward-looking statements.





**Forward-Looking
      Statements**





The
      following discussion and analysis provides information which management believes
      is relevant to an assessment and understanding of our results of operations
      and
      financial condition. The discussion should be read in conjunction with our
      financial statements and notes thereto appearing in this prospectus. The
      following discussion and analysis contains forward-looking statements, which
      involve risks and uncertainties. Our actual results may differ significantly
      from the results, expectations and plans discussed in these forward-looking
      statements.





**Overview**





Fit
      For
      Business International, Inc. ("FFBI") was a Nevada corporation in the
      development stage of providing products and services for: (i) corporate wellness
      programs which address 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. ("Herbalife").





On
      December 21, 2007, Mark Poulsen (“Poulsen”), FFBI’s President and principal
      shareholder entered into a stock purchase agreement with Route 32, LLC whereby
      Poulsen would sell his majority ownership stake 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 of the above agreement, Poulsen resigned as our President and sole
      Director. Concurrent with this change, Adele Ruger was appointed as our sole
      officer and member of the Board of Directors. Effective with this April 4,
      2008
      Agreement and Plan of Merger described below, Adele Ruger resigned as our
      President and was replaced by Margrit Eyraud..





Effective
      March 31, 2008, the Company changed its name to Marani Brands, Inc.and our
      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
      March 31, 2008, our 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 stock split for all
      periods presented.





On
      April
      4, 2008, we 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 Margrit Enterprises International, Inc., a California
      corporation ("MEI"). On April 7, 2008, the transactions contemplated by the
      Merger Agreement closed (the "Closing"). Pursuant to the Merger Agreement,
      Merger Sub merged with and into MEI, with MEI being the surviving corporation
      (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 our common stock on the basis of 10 shares of the
      our
      common stock for each share of MEI common stock. MEI, which is now a wholly
      owned subsidiary of the Company, subsequently changed its name to Marani
      Spirits, Inc.


24


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.





In
      addition to our premium vodka, in the future we intend to distribute the
      following products:





·
            *Marani
                Brandy*.
                In 2008, we intend to introduce a premium brandy product manufactured
                by
                Eraskh.





·
            *Dessert
                Wines*.
                In 2008, we intend to introduce a line of sweet dessert wines manufactured
                by Eraskh.





·
            *Marani
                Next Generation (name to be determined)*.
                In 2008, we intend to introduce a super-premium vodka. This product
                has an
                even more refined distillation formula and will be bottled in a distinct
                bottle and command a premium retail
                price.





At
      this
      time, and for the forseeable 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 agreement will expire in 2012, but is subject to
      automatic five (5) year renewals.





The
      bottles for Marani Vodka are currently manufactured in China by Universal Group
      Co., Ltd., then shipped to Armenia to be filled at Erashk. Other suppliers
      of
      bottles are available to us at competitive market rates.





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.





The
      Company intends to enter into arrangements with other distributors to maximize
      its coverage in the United States. 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 2 of the notes to
      financial statements. Certain critical policies are presented
      below.


25





Revenue
      Recognition





We
      are in
      the development stage and have yet to realize significant revenues from planned
      operations. We have derived revenues principally from the sale of services
      related to wellness programs, literature and training materials. We have also
      entered into a license agreement for Australia and New Zealand which entitles
      the licensee to provide a distribution network for us, use our logo and
      software, and market and promote our products and services. Revenue will be
      derived over the term of the license agreement once all terms and conditions
      have been met. Revenues are recognized by major categories under the following
      policies:





For
      specific wellness program services, such as health risk assessment services,
      fitness programs, educational and other programs, and contracts pertaining
      to
      such services, revenue is realized as services are provided. Contracts for wellness
      program services are evidenced in writing, and as services are rendered,
      invoices for such services are rendered in accordance with contract
      terms.





For
      sales
      of literature and training materials, revenue is realized upon shipment to
      the
      customer and there are no unfulfilled company elements related to a customer's
      order. Orders for literature and materials are evidenced in writing
      on customer and call center order documents. Payments are provided in cash,
      check or by credit card at the time orders are placed with us.





For
      license agreements, revenue is realized from licensing activities related to
      various countries and geographic regions, which entitle licensees to provide
      a
      distribution network for us, the use of our logo, software and training materials,
      and the rights to market and promote our services. Revenue from such agreements
      is realized over the term and under the conditions of each specific license
      once
      all contract conditions have been met. Payments for licensing fees are generally
      received at the time the license agreements are executed, unless other terms
      for
      delayed payment are documented and agreed to between the parties. Under terms
      for delayed payment, we may require further assurances of payment under contract
      terms such as credit report information, and entity and personal
      guarantees.





Costs
      of Computer Software Developed or Obtained for Internal Use





Under
      State of Position 98-1, Accounting for the Costs of Computer Software Developed
      or Obtained for Internal Use ("SOP 98-1"), we capitalize external direct costs
      of materials and services consumed in developing or obtained internal-use
      computer software; payroll and payroll-related costs for employees who are
      directly associated with and who devote time to the internal-use computer
      software project; and, interest costs related to loans incurred for the development
      of internal-use software.





Foreign
      Currency





The
      Company accounts for foreign currency translation pursuant to SFAS No. 52,
      Foreign Currency Translation ("SFAS 52"). The Company's functional currency
      is
      the Australian dollar. All assets and liabilities are translated into United
      States dollars using the current exchange rate at the end of each fiscal period.
      Revenues and expenses are translated using the average exchange rates prevailing
      throughout the period. Translation adjustments are included in accumulated
      comprehensive income (loss) for the period. Certain transactions of the Company
      are denominated in United States dollars. Translation gains or losses related
      to
      such transactions are recognized for each reporting period in the related
      statement of operations and comprehensive income (loss).





As
      a
      result of such currency fluctuations and the conversion to United States dollars
      for financial reporting purposes, we may experience fluctuations in our
      operating results on an annual or quarterly basis going forward. We have not
      in the
      past,
      but may in the future, hedge against fluctuations in exchange rates. Future
      hedging transactions may not successfully mitigate losses caused by currency
      fluctuations.


26





**Results
      of Operations for the Three Months Ended March 31, 2008 and
      2007**





Revenues





We
      had no
      revenues for the three months ended March 31, 2008, compared to revenues of
      $1,024 for the three months ended March 31, 2007.





Cost
      of Sales





Cost
      of
      sales was $0 for the three months ended March 31, 2008 as compared to $398
      for
      the same period ended March 31, 2007.




Selling,
      General and Administrative Expenses





Selling,
      general and administrative expenses for the three months ended March 31, 2008
      were $257,526 compared to $94,622 for the three months ended March 31, 2007.
      Our
      significant loss during the current quarter was primarily a result of $231,782
      of costs relating to the impairment of our deferred offering costs, equipment
      and inventory. Conversely, during the three months ended March 31, 2008 we
      incurred $5,974 in wages, compensation and related taxes versus $86,059 of
      such
      expenses in the three months ended March 31, 2007. This decrease in our payroll
      expenses is due to the winding down of our operations in the current quarter.





Other
      Income (Expense)





For
      the
      three months ended March 31, 2008, we incurred interest expense totaling $2,428.
      For the three months ended March 31, 2007, we incurred interest expense totaling
      $4,645.





**Results
      of Operations for the Nine Months Ended March 31, 2008 and
      2007**





Revenues





Our
      revenues for the nine months ended March 31, 2008 totaled $495, compared to
      revenues of $8,531 for the nine months ended March 31, 2007.





Cost
      of Sales





Cost
      of
      sales was $435 for the nine months ended March 31, 2008 as compared to $3,128
      for the same period ended March 31, 2007.




Selling,
      General and Administrative Expenses





Selling,
      general and administrative expenses for the nine months ended March 31, 2008
      were $277,742 compared to $548,367 for the nine months ended March 31, 2007.
      During the nine months ended March 31, 2007, we incurred $482,753 in wages,
      compensation and related taxes, versus only $31,036 of these expenses during
      the
      nine months ended March 31, 2008. Conversely, during the current nine month
      period we incurred $231,782 of costs relating to the impairment of our deferred
      offering costs, equipment and inventory that were not incurred in the nine
      month
      period ending March 31, 2007.





Other
      Income (Expense)





For
      the
      nine months ended March 31, 2008, we reported income relating to the
      cancellation and settlement of debt totaling $146,752 and interest expense
      of
      $17,421. The gain on the cancellation and settlement of debt included a $117,793
      gain from the settlement of an accrued compensation agreement and $28,959
      cancellation of indebtedness related to the rescission of our previous
      acquisition of Footfridge. For the nine months ended March 31, 2007, we incurred
      interest expense totaling $8,172.


27




**Liquidity
      and Capital Resources**




During
      the nine months ended March 31, 2008, the Company received proceeds of $30,698
      in loans from related parties and $71,614 from our former President as a capital
      contribution. Of the amounts received, $53,021 was used in our operations,
      $20,864 was used to repay related party loans, and $1,740 was used to repay
      promissory notes. The balance of our cash and cash equivalents as of March
      31,
      2008 was $587.




During
      the nine months ended March 31, 2007, the Company received proceeds of $27,389
      in loans from related parties and $152,000 from the sale of common stock. Of
      the
      amounts received, $98,071 was used in our operations, $30,173 was used to repay
      related party loans, $26,078 was used for deferred offering costs, and $2,471
      was used to repay a bank overdraft. The balance of our cash and cash equivalents
      as of March 31, 2007 was $6,954.




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.





Our
      footnotes for the nine months ended March 31, 2008 and 2007 contain an
      explanatory paragraph which indicates that we have recurring 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.





In
      November 2005, the Company was notified by the SEC that in light of the
      proximity in timing between the sales of 565,994 stock options held by Fort
      Street to various parties and the loans evidenced by promissory notes made
      by Fort
      Street to the Company (as described in Note 10), such sales of options by Fort
      Street are believed to be a primary offering of securities by an underwriter
      on
      behalf of the Company under Section 5 of the Securities Act of 1933 (the "33
      Act"). If it is determined that such transactions constitute a primary offering
      by or on behalf of the Company in violation of Section 5 of the 33 Act, then
      the
      Company may be subject to remedial sanctions. Such sanctions may include the
      payment of disgorgement, prejudgment interest and civil or criminal penalties.
      Management of the Company is not aware of any pending claims for sanctions
      against it based on Section 5 of the 33 Act, and intends to vigorously defend
      against any such claims if they arise. However, due to the notification by
      the
      SEC, the Company has classified the promissory notes and the related accrued
      interest, amounting to $79,129 as of March 31, 2008, as amounts subject to
      rescission in the accompanying balance sheet.





Off
      Balance Sheet Arrangements





We
      have
      no off-balance sheet arrangements.


28




**Item
      3. Controls and Procedures**





**Evaluation
      of disclosure controls and procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined under
      Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange
      Act
      of 1934, as amended (Exchange Act), as of March 31, 2008. Based on this
      evaluation, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures are effective to
      ensure that information required to be disclosed by us in the reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized, and reported
      within the time periods specified in the Securities and Exchange Commission's
      rules and forms and that our disclosure and controls are designed to ensure
      that
      information required to be disclosed by us in the reports that we file
      or
      submit under the Exchange Act is accumulated and communicated to our management,
      including our principal executive officer and principal financial officer,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.





**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 the quarter ending March 31, 2008 that has
      materially affected,
      or is reasonably likely to materially affect, our internal control over
      financial reporting.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings** .





Our
      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.





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





On
      April
      4, 2008, we entered into an Agreement and Plan of Merger (the "Merger
      Agreement") by and among FFBI Merger Sub Corp., a California corporation and
      our
      wholly-owned subsidiary which we formed for purposes of the merger (the "Merger
      Sub"), and Margrit Enterprises International, Inc., a California corporation
      ("MEI"). On April 7, 2008, the transactions contemplated by the MergerAgreement
      closed (the "Closing"). Pursuant to the Merger Agreement, Merger Sub merged
      with
      and into MEI, with MEI being the surviving corporation (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
      our
      common stock on the basis of 10 shares of our common stock for each share of
      MEI
      common stock. Under the Merger Agreement, as additional consideration for the
      Merger Agreement and the Merger we issued, at Closing, the following: (i)
      42,594,616 shares of our common stock to Purrell Partners, LLC, or its assigns
      (the "Purrell Group") and (ii) a Warrant to purchase 10,000,000 shares of our
      common stock at an exercise price of $0.10 per share to the Purrell Group.
      Immediately following the Closing, we issued an aggregate of 15,120,000 shares
      of our common stock, along with warrants to purchase an additional 15,120,000
      shares of our common stock at $0.35 per share, to four (4) investors in exchange
      for cash of $3,780,000. The issuances were exempt from registration pursuant
      to
      Section 4(2) of the Securities Act of 1933, and each of the investors was either
      accredited or sophisticated and familiar with our operations.


29


**Item
      3. Defaults Upon Senior Securities.**





None





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





Stockholders
      of the Company owning a majority of the Company's outstanding Common Stock
      have
      approved the following actions (the "Actions") by written consent dated February
      14, 2008, in lieu of a special meeting of the


stockholders:





1.
            The
                prospective amendment to the Certificate of Incorporation of the
                Company
                to change the Company's name to a name selected by the Company's
                Board of
                Directors.





2.
            The
                prospective amendment to the Certificate of Incorporation of the
                Company
                to effectuate a reverse stock split of the issued and outstanding
                shares
                of Common Stock at a ratio of up to 1-for-250
                shares.





3.
            The
                prospective amendment to the Certificate of Incorporation of the
                Company
                to increase the authorized Common Stock from One Hundred Million
                (100,000,000) shares to Three Hundred Million (300,000,000) shares,
                with a
                par value of $0.001 per share.





4.
            The
                possible sale of substantially all of the Company's assets to Mr.
                Mark
                Poulsen, the Company's former Chief Executive Officer, President,
                Chairman
                of the Board of Directors, and majority shareholder, if the Company
                elects
                to exercise its option under the Subsidiary Acquisition Option Agreement
                dated February 11, 2008, to sell its wholly-owned subsidiary, Fit
                For
                Business (Australia) Pty Limited, to Mr. Mark
                Poulsen.





5.
            The
                ratification of the Company's issuance of 70,000,000 shares of common
                stock to Mr. Mark Poulsen, the Company's former Chief Executive Officer,
                President, Chairman of the Board of Directors, and majority shareholder,
                for failing to provide Mr. Poulsen with validly issued preferred
                stock and
                inexchange for Mr. Poulsen agreeing to extinguish and waive any and
                all of
                his rights and claims to $134,176 in debt collectively owed by the
                Company
                to two entities controlled by Mr.
                Poulsen.





**Item
      5. Other Information.**





None


30





**Item
      6. Exhibits**




Method
                of Filing
            
            Exhibit
                Number
            
            Exhibit
                TitleIncorporated
                by reference to Exhibit 3.1 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176)
            
            3.1
            
            Certificate
                of IncorporationIncorporated
                by reference to Exhibit 3.1(a) to our Amendment No. 1 to Form SB-2
                registration statement on May 4, 2005 (SEC File No.
                333-123176)
            
            3.1(a)
            
            Certificate
                of Amendment to Certificate of IncorporationIncorporated
                by reference to Exhibit 3.3 to our Amendment No. 3 to Form SB-2
                registration statement on August 1, 2005 (SEC File No.
                333-123176).
            
            3.2
            
            By-LawsIncorporated
                by reference to Exhibit 10.1 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.1
            
            Exchange
                Agreement dated September 5, 2004 between us and Fit For Business
                (Australia) Pty Ltd.Incorporated
                by reference to Exhibit 10.2 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.2
            
            Stock
                Option Agreement dated July 25, 2004 between us and Fort Street Equity,
                Inc. (subscription agreement)Incorporated
                by reference to Exhibit 10.2.1 to our Amendment No. 8 to Form SB-2
                registration statement on December 30, 2005 (SEC File No.
                333-123176).
            
            10.2.1
            
            Stock
                Option Extension LetterIncorporated
                by reference to Exhibit 10.3 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.3
            
            License
                Agreement with L.R. Global Marketing Pty Ltd. And Extension
                AgreementIncorporated
                by reference to Exhibit 10.4 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.4
            
            Employment
                Agreement - Mark A. PoulsenIncorporated
                by reference to Exhibit 10.5 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.5
            
            Employment
                Agreement - Anthony F. Head




31





Incorporated
                by reference to Exhibit 10.6 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.6
            
            Employment
                Agreement - Prins A. RalstonIncorporated
                by reference to Exhibit 10.7 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.7
            
            Employment
                Agreement - Sandra L. WendtIncorporated
                by reference to Exhibit 10.8 to our Form SB-2 registration statement
                on
                March 7, 2005 (SEC File No. 333-123176).
            
            10.8
            
            Agreement
                with Insource Pty Ltd.Incorporated
                by reference to Exhibit 10.9 to our Amendment No. 3 to Form SB-2
                registration statement on August 1, 2005 (SEC File No.
                333-123176).
            
            10.9
            
            Two
                (2) Promissory Notes with Fort Street Equity both dated July 1,
                2005Incorporated
                by reference to Exhibit 10.9 to our Amendment No. 5 to Form SB-2
                registration statement on September 26, 2005 (SEC File No.
                333-123176).
            
            10.9.1
            
            Five
                (5) Promissory Notes with Fort Street Equity dated as follows: one
                (1)
                dated September 14, 2005; two (2) dated August 29, 2005; one (1)
                dated
                June 19, 2005; and one (1) dated May 11, 2005Incorporated
                by reference to Exhibit 10.9 to our Amendment No. 8 to Form SB-2
                registration statement on December 30, 2005 (SEC File No.
                333-123176).
            
            10.9.2
            
            Two
                (2) Promissory Notes with Fort Street Equity dated as follows: September
                23, 2005; and September 26, 2005


Incorporated
                  by reference to Exhibit 10.1 to our Form 8-K, filed April 10,
                  2008
              
              10.10
              
              Agreement
                  and Plan of MergerFiled
                  herewith
              
              31.1
              
              Certification
                  of the Chief Executive Officer pursuant to Rule 13A-14 or 15D-14
                  of the
                  Securities Exchange Act of 1934, as adopted pursuant to Section
                  302 of the
                  Sarbanes-Oxley Act of 2002Filed
                  herewith
              
              31.2
              
              Certification
                  of the Chief Financial Officer pursuant to Rule 13A-14 or 15D-14
                  of the
                  Securities Exchange Act of 1934, as adopted pursuant to Section
                  302 of the
                  Sarbanes-Oxley Act of 2002Filed
                  herewith
              
              32.1
              
              Certification
                  of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.Filed
                  herewith
              
              32.2
              
              Certification
                  of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.Incorporated
                  by reference to our Form 8-K, filed April 14, 2008
              
              99.1
              
              Form
                  10 Disclosure




32





**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.Date:
                May 20, 2008
            By:
            /s/
                Margrit EyraudMargrit
                EyraudChief Executive Officer, President andChairman of the Board of Directors





Date: May 20, 2008
            By:
            /s/ Ani KevorkianAni KevorkianChief Financial OfficerPrincipal Accounting Officer




33