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Chewy, what operations are you referring to? MRIB has no expenses but they raised over $1.2 million in debt. What did they pay for in the form of operations? The $525.00 in advertising, marketing and promotion last quarter? A $1500.00 Times Square deal? $16,000 for Money TV and whatever the hundreds of other stock promotions cost? We're talking about $1.2 million here. Where did it go?
Last quarter Margrit spent over $300,000 for "operations". Didn't order any product. Didn't have any employees. Didn't pay herself. Had no rent or facility expenses. No capital expenses. Didn't pay her taxes. Didn't pay down ANY debt with anything but extended it with more shares.
$525.00 in marketing and promotion, a post office box, telephone bill and a monthly payment to the FTB of $500.00? How would you explain that being expensed at $300,000?
And I'll tell you one other thing. The sales reported are totally bogus. They're made up and so blatantly and sloppily slow. So much so that the accountant who finally did the books all but disavowed the numbers as such. How can a company sell $21,539 in product for $56,002 in revenue? Look at the report. Inventory against sales. That's the bottom line.
Please list the link as to where I can purchase Marani Vodka. TIA.
The tax issues make the picture a little clearer. The federal liabilities are most likely leveled at MRIB which is problematic. Bank accounts garnished, legal collection action, etc., that would apply to MRIB in any state of operation or jurisdiction. It makes MRIB a handcuffed operation. Can't even open a bank account. Most likely the reason MRIB did not keep up their business licenses and reporting in either state. Pretty useless to bother doing so.
So that leaves Marani Spirits, Inc. of California as the only "legitimate" corporate entity not encumbered that most likely laid off all the liabilities on to MRIB and kept their status in good standing in CA. The feds can't touch them. But the California FTB is a little different in qualifying a "subsidiary". MRIB doesn't pass the smell test for them as an intrastate operator and amounts due the FTB can shut down Marani Spirits, Inc. in a New York second if in fact they already haven't.
The only option would be to stall the CA FTB and skip out to a new state, e.g., Nevada. Neither Feds nor CA FTB can touch them then and they can say FU the the FTB on balance due. Problem there is they won't get certified as a foreign corporation operating in California and won't be able to sell vodka in the state of California. Not a chance in hell. But then again, MRIB sells stock not vodka. So they can extend the stock scam and continue to file phony sales reports and news on vodka.
The FTB arrangement, from the looks of it, is not one representing a payoff. The plan in place would take 48 years to payoff. That's not a plan for paying the debt. What it is is a stall plan to stave off garnishment and perhaps any further penalties and interest and continue operating Marani Spirits, Inc. in California until they can establish it somewhere safe and then skip out on the debt. I know the tax code up and down as well as the FTB code and rules as I own two California Corporations, one foreign and one domestic. FTB is WAY tougher than the IRS. Less reach but brutal all the same. They'll send someone to your house for 1/100 of what MRIB owes! Been there, done that.
Bottom line is MRIB has a huge problem as it relates to any further sales of vodka, as if there were sales. The only thing going on at MRIB now is a way to keep the stock printing and selling machine alive and operating.
MRIB fins show that they have sold almost zero. Inventory reduced by $50K. A/R at plus $50. All smoke and mirrors. Margrit has put on a dog and pony show with fraudulent gins in order to continue selling stock. Look at the financials. It's all there. No sales whatsoever.
MRIB still a dead website.... You don't change it without something ready to go. This company is totally out of business.
They can try but all it is will be a retirement account for Margrit. No one's buying into this again. MRIB is a scam. Total scam. Look at their reports and the inventory records. All sales have been misstated and fraudulently presents. They sold 2X what they had? Sorry, that's voodoo book keeping. Margrit lied and signed her name to it. She's really going to jail now. She booked shipped not sold product as revenue. As I read the numbers she hasn't sold a thing since October of 2014. All she did was got paid $11K in the 4th quarter for product shipped in June 2014. Everything else is hanging out on A/R and most likely some Armenian friend and liquor store in Glendale. Did Costco sell $11K in Marani in a year? Not unlikely but that's all she has. The rest is smoke and mirrors.
The MRIB books and numbers are totally cooked. At best misstated in a fraudulent manner. It's all in their reports in plain sight. Total sales for the last 12 months is $102,019. A/R is at over $85,000 with what seems to be no attempt to collect. Total sales are a lot closer to $10,000 for the year with all of their giveaways to their crummy "events" and promotions which they stated they spent $525 on this quarter. Furthermore they report sales for the one year period of $102,000 but only $50,000 hit on inventory. The numbers are total lies. They are playing accounting games. MRIB is parking product to try and show sales. They have none. They haven't collected a dime in a year.
It's in the latest report. They state MRIB owns 80%. Also, if you check the state records in California, Marani Spirits, Inc. was incorporated in 2001, 7 years prior to their supposed "name change" and the California corporation was never updated to reflect a buyout in what would have to be an exchange of stock, remains active and intact and lists no ownership by MRIB. Only MEI disappeared along with FFBI Merger Sub Corp. Honestly I question whether MRIB owns even the 80%.
Has anybody really looked at the MRIB fins closely other than revenue and expense lines? I highly recommend it because it tells a far worse story than the one portrayed by these numbers. Furthermore, there is not an accountant in the world that would certify the MRIB books. There are many irregularities, improper entries, undocumented recharacterizations and outright errors that it's almost impossible to unravel it. I'm sure that was Margrits intention.
It says October 1. Doesn't state the year... LOL!
The overdraft of $9,000 is probably understandable. It's hard to believe with virtually no expenses you could unknowingly write $9,000 in bad checks. In light of recent developments with the FTB it's quite likely the FTB garnished the MRIB bank account and Margrit simply didn't know. The checks were probably made out to Marani Spirits or Golden Hawk. No biggie, just less skim last quarter. It's also reason to relocate as MRIB most likely cannot open or operate a bank account in California without the FTB coming in and scooping up the cash.
I'd say that arrest warrants are imminent for Margrit and friends. She can't explain giving away $300K in profit to some insider over the course of seven days. She spent $300K in the last quarter on unexplainable expnses and only $525 in marketing and advertising. She claims $800K in inventory purchased and shows $100K on hand and less than $100K in sales. Crook.
Also did a few calculations. Based on the convertibles and loans extended based on a conversion of stock MRIB is at risk for 8 billion shares. Do the math. They have loans dating back to 2009 that are still outstanding that are based on stock delivery. The numbers are incredible. I wouldn't be surprised to see it go over 10 billion shares in responsibility.
Just a little note. The T/A refused to hand over opinion letters on removing legend. This whole thing stinks to high heaven. Margrit is out selling certificates with hokey legend removal for small cash payments. Come sue me if it isn't true Margrit... Your transfer agent has no opinions on file. We're talking a felony here.
Not Sure Channel. The info is buried in the small print of the merger agreement as almost a comment. No details, no nothing. Section 3.1.4 if I recall correctly. The entity is a wholly owen subsidiary of Margrit Enterprises. And with the recent revelation that Marani Spirits, Inc. is NOT a wholly owned subsidiary of Marani Brands, Inc. it really has to make you think. You want to fin out where $30 million went? My bet is Hong Kong. Neatly laundered and tax free.
Memories. Margrit waving around a piece of paper claiming it to be a FINRA confirmation for her $100 million in MRIB sales. Never been seen or published. Just waved around on Money TV like a Wonka Golden Ticket. Was probably whatever she had handy like her phone bill or MRIB paid car lease statement! LOL. But remember, she had to do that because she pulled off the same ruse with India in MRIB 1.0 so she needed the prop to try and prove it wasn't the same confidence game.
About as genuine as the offer to purchase the imaginary Wine Plant of Eraskh in the Q's when the were still filing with the SEC. No names addresses, terms or confirmable information. Just a mocked up document most likely right off of Margrit's computer at Raymer Avenue in Glendale.
I'm even starting to doubt the BOLs for shipments were real. She claims MRIB purchased almost 7000 cases of vodka since June 2010 and show sales of less than $100,000. And now MRIB shows only $100,000 in inventory? What happened to the other 6,000 cases? Follow the money folks. I'm sure it all ends up in a crooked Hong Kong shell company named Golden Hawk Investments which is owned by Margrit...
How did MRIB sell $88,000 in product in the last nine months yet only recorded a $25,000 drop in inventory with no other stated categories to offset the inventory discrepancy? The numbers don't jibe. These MRIB books are cooked through and through.
One side note. The STOP warning at OTC has not been removed but the MRIB report was entered and is listed. Could it be in her ultimate wisdom, experience and executive competence Margrit forgot to include her attorney letter with the report as required? What a bufoon...
I have two questions for Gold and/or anyone who talks to MRIB or Margrit. First, what is you opinion of Margrit's deal consummated March 24, 2014 with Macallan Investments in which she delivered $300,000 in MRIB free trading shares for what appears to be only $65,000 and perhaps as little as $6,500? Second, when you talk to her next, perhaps you could ask her to explain the deal? There are a number of others much like this one but this one should do for now. Thanks.
Yea. But not a real trade. No one's falling for that stale MRIB baiting trick anymore. Just a cashless smoke and mirrors game. Folks will now wait for $.0002s at any volume.
Mis. To not know the Bodie case was going to be devastating was simple delusional and wishful thinking by MRIB longs and promoters. I looked deeply into the case but you didn't need to go very far to Find that Margrit ripped Bodie off in a big and blatantly stupid manner. She practically published his material damages in MRIB reports in reference to activity with Eco Investments. Those deals so clearly proved his case that I shutter to think of how truly stupid she is.
Verax, the last of the MRIB shares are already gone. There are no more shares to dump. In the agreement with Bodie MRIB is required to keep shares in reserve that max out the current A/S or just short of 1.8 billion. MRIB shares go any lower than where they are now that number could easily double.
Where did $9,000 go? Peanuts. Where did more than $700,000 in cash raised in MRIB convertibles in just the last year go? Where did $35,000 in vodka sales plus that $9,000 overdraft, $44,000 in cash, go in three months with no payroll, rent, product purchase and just $525 in marketing and promotion? What expenses could there be? It seems the cash just vanishes each month.
And given the minimal expenses how in the world could SGA possibly be $25,000 a month at this stage in the game? $500 a month to the FTB? By the way, barring interest and penalties MRIB will have that liability paid off in 48 years! LOL. MRIB 2.0 stock sales... $1.3 million. MRIB 2.0 vodka sales... $90,000. Pretty much sums it up.
The horrendous financials were not the concern. The disclosure of the convertible debt situation and the MRIB inability to cover the obligations was the big problem. But that cat is now out of the bag and we all now know that MRIB is going to issue out another 3 billion shares at least. That makes the current PPS WAY over priced. An almost 3X further dilution is inevitable and the shares will surely suffer.
Just a little MRIB bait. Trying to stir up some action and interest to dump some more cheapies. No market for MRIB shares? Make your own! LOL
From the merger agreement. In addition to the recent revelation that Marani Brands does NOT wholly own Marani Spirits, Inc. there's this...
3.1.4 Subsidiaries. MEI has one Subsidiary, Golden Hawk, Ltd., a Hong Kong corporation.
And what the hell is Margrit doing with a Hong Kong holding company apparently set up just before starting MRIB 1.0? What business does MRIB have being in Hong Kong? Wonder how $30 million simply vanished? Wonder where some of those big T trades came from? I'd be willing to bet the path leads to Hong Kong and a good amount to Hong Kong via Armenia.
As you may or may not know, Hong Kong is a choice location for tax evasion and money laundering. Ever since the Swiss got cracked down on, money has been flowing from former Swiss destinations to Hong Kong, Singapore, Mauritius, etc. So I ask again, what is Margrit doing with a Hong Kong shell company? Got some splainin' to do Lucy...
So I haven't heard anyone chime in on the specific MRIB deal I mentioned. I'd be especially interested in the opinion of the more knowledgeable and staunch supporters of MRIB. How do they view a deal where Margrit seemingly gave away $300K plus for as little as $6500 or at most $65,000. Nice little profit for a seven day investment at either price for someone. Can any of you explain the possible circumstances at MRIB that would allow this to happen or how Margrit circumvented the form D? And why was there no form D? IMO, it seems quite obvious that Margrit and MRIB didn't want anyone to know to whom this stock and sweetheart deal went. Thoughts?
I agree Verax. Pulling off MRIB 2.0 was quite a coup. The only MRIB 3.0 we will see is a lame attempt to keep the stock trading. Stupid events, Instagram and Facebook posts, fake job postings, etc. It's also obvious that the A?S must be substantially increased in order to meet even the smallest of the MRIB debt obligations. Bodie alone represents an already maxed out A/S with his 500 million share reserve requirement. The PPS should be less than 1/3 of what it is now given that new information recalculating real market cap. I really don't see any other possibility for MRIB other than a reverse split. The market for a $.0001 stock that's actually worth a lot less and 4 or 5 billion shares out is not a good one. MRIB would need more than $10 million in sales just to support the current PPS. The math is simple. $5 million net of cost at a 30% operating margin leaves $1.5 million at best over 4 billion shares or a PPS of $.0003. Reverse split is the only way.
It's funny. I called this a year ago and put up the math. Many laughed and called it ridiculous when I said there was the potential to see 4 billion shares or more in the near future. Well that time has come. I see three deals alone in this latest report that would require MRIB to go to 4 billion. There are no less than $750K in loan conversions to be covered at between 53% and 75% of lowest market price. That's 2.5 billion shares. With Bodie, we're at 3 billion. Current is 1.2 billion which brings us to a tidy 4.2 billion. Like I said. Simple math.
I think so Mis. And I'm going to stick to this transaction and call out MRIB and Margrit. There are so many questionable things that have happened but this is one event that needs explaining and without explanation and/or divulgence of the recipient it most likely represents a crime by her. A felony as a matter of fact. I'm going to go out on a limb and risk Margrit suing me but I am going to say that she benefitted financially through a felonious action. If not? Explain it. Someone did. Given that the 504 exception could only be transacted through Margrit as confirmed in the latest report as a more than 50% vote, she had to be party to the transaction. And giving someone a minimum of $240K for a five day holding period on a non-risk based maximum of $65,000 is a fixed deal. There is a crime here anyway you cut it.
Considering the deals she was doing as in the one I outlined and Bodie, you've got to wonder how many of them she did. MRIB stock has been a personal printing press for cash. I think it's quite likely her sale of stock could be re characterized by the IRS as regular income. Big trouble coming for MRIB and Margrit.
Joerich... I just want to know who got that money. They didn't file a form D. Someone got at least $240K in seven days on a $6500 investment. Does that not bother anyone? It actually looks like MRIB is paying interest on that supposed $65,000 received if it ever was which I doubt. Who got those 6.5 million shares? I will certainly alert the IRS as to the enormous profit that will not qualify a a capital gain but regular income. Email already sent. I get 10-30% of whatever the IRS collects. Ain't that cool?
I had a technical question. Maybe someone could provide some guidance. Veronica is especially astute on these issues so if you have any ideas let me know VF.
I was looking over this latest report and was reminded of a number of old issues that remain unresolved and unanswered. One in particular is the dividend period and one particular transaction. And these are factual events reported publicly by MRIB.
On March 20, 2014 MRIB declared their dividend with an ex-div date of March 28. On March 24, MRIB issued 6,500,000 free trading unregistered shares in return for $6,500 in cash to an unknown source in reliance on SEC Rule 504. The next day MRIB hit it's all time high of $.045. The dividend was paid the following Friday and MRIB was just of that high at $.041. The way I see it, some unknown individual put $6,500 in the kitty on Monday the 24th and by the following Monday realized a gain of $292,000 and $13,325 for the stock and dividend respectively. The whole deal is a little difficult to unravel because a great deal of effort went inot trying to cover up the transaction. It's reported three different ways in three different places in the reports. In the equity balance sheet there is a paid in contribution of $65,000 but looking further it appears to be a loan. Regardless, it was $300K for $65K at best.
So whomever got this ridonculous deal, in the matter of one week, walked away with around no less than $235,000 and possibly $305,325 given a debt position! And this wasn't some penny stock phenomena. When the deal was done the stock was already trading at its highs. It was very clearly a theft and inside job.
Here's my question(s). We know who had the power to cut the deal. But who was the lucky recipient? And to that end, the big question for me, how is it that MRIB could do this deal without filing a Form D which is required even for Section D, Rule 504 registration exempt offerings in both Nevada and California? I've read the state statute and SEC rule over and over and there's no way around it other than to simply break the law and ignore it and hence, no one would never know who was involved in this "heist".
Margrit basically gave away more than $300K to someone in return for the price of a used ten year old Toyota. Does that make any sense? When she cut the deal the stock was at its all time high and at the very least the deal should have been valued at $299,000. She took $6,500? Sorry folks, that's not kosher. It's looking a lot more like serious stock fraud and theft.
The failure to disclose the parties to the transaction is a serious cover up. How much does anyone want to bet the luck ticket holder was Margrit, her family, an insider or all or combination of the above? And let me ask you this as Section D and rule 504 amounts to an offer of securities for sale to the public... If Margrit offered you stock with a current value of $300K with a dividend coming in a few days for $6,500 would you take it?
Back to the D filing. Given this information there was clearly a crime committed. Margrit is ultimately culpable. The failure to file simply makes the transaction anonymous. So how did she do it without getting caught or did I miss a loophole? Let me know if anyone thinks they know but this has to be looked into.
Not surprised to see financials finally as the market for the stock had all but dried up. Here comes MRIB 3.0! LOL. And these books are about as cooked as I've ever seen. The disclaimer from the accountant was a preview of what to expect. I haven't gone through all of it yet but a few things jump out.
First is the obvious. How did MRIB with no employees, no rent, no marketing and advertising, no known operating expenses and Margrit deferring salary spend over $100,000 a month? What was the value received by MRIB? Anybody venture even a guess?
Sales of $56,000. Sold or shipped? I am highly suspicious of this number as no one can find product anywhere other than a handful of Costco stores in Los Angeles. I know what they sold at Total Wine to the bottle which leaves less than 20 or so total locations even with all the Costco stores claimed. That's around $1000 per location. That's something like 100 bottles per month. Uh, I don't think so. Regardless, there are other discrepancies.
How did MRIB sell at least two times more in product than deducted from inventory? Again, the numbers don't jibe. A $25,000 reduction in inventory for the prior 12 months and $50,000 in net sales for just the last nine months. Shipped not sold, sold not shipped? Who knows but there's some splainin' to do Lucy. And what happened to three full containers of product in the last 12 months? Even at $80 a case, much less than their claimed margin, that's over $360,000 in inventory. With less that $60,000 in net sales it would appear that $300,000 in inventory has gone "missing". Matter of fact, the last container shipped never appears on any of the financial reports and it would appear the June 2014 shipment doesn't either. We won't even go into the 4000 cases from 2010 worth well over $350,000 that all but vanished against zero in sales from 2010 to 2014.
And some odds and ends that some may not have picked up on. Advertising and promotion for the period. $525 total. Wondering if that includes the vodka MRIB gave away. LOL. Anyway it just goes to show that MRIB is spending absolutely nothing on promotin the product or brand. Conversely, how much did they pay their stock promoter and investment relations folks?
As to the "deals", It looks like Margrit really had the old printing press going. And as I said many months ago as is stated numerous times in the report, authorized shares are deficient in covering debt obligations. I haven't done the math yet but should be able to figure it out when I get a chance. But with deal at 66% of trailing market price on a bunch of those deals, just one of the $100,000 notes would require more than current A/S.
Another item that jumped out... I asked who owns Marani Spirits, Inc. As the merger agreement made no mention other than MEI supposedly changed their name. Funny how they did that considering Marani Spirits, Inc. was incorporated six years prior and there are no filings related to any interaction between the two entities. Furthermore, and for the first time in any report I've seen, it is actually stated that MRIB does not own Marani Spirts, Inc. It is NOT a wholly owned subsidiary. If in fact MRIB only owns 80% who is getting the rest and why is MRIB taking 100% of the debt and liabilities.
Last one which is not in the report and is a real red flag I stumbled on a while back but didn't mention. Who or what is Golden Hawk? Buried in the merger agreement is a single line mentioning this as a subsidiary of MEI. What is Margrit and MRIB doing owning what appears to be a Swiss controlled Hong Kong holding company? For those not familiar it's a red flag as Hong Kong became one country of choice for hiding money that U.S. citizens used to hide in Switzerland before the crackdown. Maybe this is where $30 million ended up! LOL.
Bottom line is Margrit had to get this report out to get the trading going again. How much of it is accurate is questionable as many numbers don't jibe and claimed sales don't seem to line up with locations and/or availability not to mention the anemic marketing support. But getting any straight answers is pretty much impossible and I expect will remain so. Perhaps one can stake out the MRIB offices, uh... Post office box, and wait for Margrit to show up! LOL
I'm not sure why there's still any discussion about MRIB and obviously traders, looking at the PPS and activity, realize the latest MRIB events spell doom for the company. Currently MRIB is officially out of business, at least in the state of California. Getting the default status for Marani Brands, Inc. in Nevada corrected is meaningless. Furthermore, the reason for the default may be more than just submitting annual lists and paying some fees. That's just one problem we know of. Knowing Margrit and her incompetence in filing anything of corporate importance it's probably more than likely she has also not filed tax returns as required by a Nevada domestic corporation.
All Margrit is doing right now is moving Marani Spirits, Inc. out of California, most likely just on paper, to protect assets from an FTB lien and collection already in place. That's all fine and dandy and all will be safe in Vegas but MRIB cannot sell in California anymore. It's no different than an individual. You can owe lots of taxes in California, move to another state and there's nothing California can do. But try and do anything in California, hold a bank account, transact business, etc. and the FTB will be all over it like white on rice. The only way MRIB can sell in California legally is to pay the $300,000 or more FTB claim and clear their foreign corporation to reinstate their certificate of qualification. Until then, it's lights out.
That said, the only thing Margrit can do is flee with the only asset MRIB has, inventory and Marani Spirits, Inc., incorporate it in Nevada as a new corporation and see if she can get a California qualification certificate for the new entity. But alas, that won't happen because the new company won't meet the smell test. No separate governance, no separate offices, no separate books and records, clearly operating intrastate and transfer of all liabilities to a parent. There are more tests they would fail to meet but on those alone their chances are slim and none.
Here's the catch though and I don't know what to make of it. Maybe someone can help me out. I read through the merger agreement again. Something is puzzling. It would appear that MRIB does not own Marani Spirits, Inc., Margrit does. MRIB bought a merged MEI and FFBI Merger Sub Corporation. Nowhere can I find reference to Marani Spirits being handed over to MRIB and their intact corporate charter remains the only untainted entity in this whole scam. Is MRIB holding out Marani Spirits, Inc. as a wholly owned subsidiary just a smoke and mirrors deal? Has Margrit spihoned off all the funds into Marani Spirits while loading off all of the debt on MRIB? Marani Spirits, Inc. Was incorporated in 2001 and there's been no change to it to date. No reference to MRIB that I can find. I'm trying to make sense of it but it just doesn't look kosher. I'd really like to know who owns Marani Spirits, Inc...
I have been involved in four situations that actually made it to the investigation stage. Veronica is pretty much correct in stating a two year period (actually longer from my experiences) just to get to an action stage. And in all four cases the investigation led to action by the SEC and/or the FBI. MRIB would be my fifth. I have already submitted a report to the IRS, SEC and the local field office of the FBI and entered a claim for the whistle blower fee with all three agencies. But that was just a few months ago so I wouldn't expect anything for quite some time. Those reports by the way included a lot of information on MRIB that I have not yet shared which is quite damaging.
All of what's going on is probably relevant to the fact that the walls are closing in on Margrit. As I stated previously, the MRIB "relocation" is nothing of the sort. It's an attempt to escape California jurisdiction and an FTB lien on MRIB assets. MRIB is and has always been a Nevada company. Marani Spirits, Inc. is the California corporation that has been operating under the guise of MRIB as a foreign corporation, illegally IMO.
Regardless, MRIB, whther it is operating under MRIB of Nevada or a newly created Marani Spirits, Inc of Nevada can not do anything in the state of California right now. They can't even open up a mailbox account legally in California by statute. Margrit either ignored the law or payed for it personally.And as long as MRIB in Nevada is in default, they cannot apply for certification in California. The fact that MRIB operates intrastate versus interstate makes it even more difficult. So basically MRIB and/or Marani Spirits are out of business until they are current in Nevada. Their chances of certification in California are slim and none. The subterfuge is far too obvious and skipping out on a $300K FTB debt will not be taken well by the commission in California that certifies.
Just an example to put it into layman's terms. A resident of California could run up a tax liability of millions. All they have to do is move to another state and unlike Federal liability, they are clean and protected under new jurisdiction and California can only keep the debt on the books. In that sense, Nevada is safe haven. Any state would be. But MRIB can do nothing in California. If they have a bank account it will be garnished. If they take in any money, it will be garnished. If they attempt to sell in California without certification or pay an employee in the state of California under the guise of a foreign corporation without certification, they will be breaking the law. For all intents and purposes, MRIB is out of business in the state of California.
And I'm going to reiterate something here from yesterday. Incorporating in Nevada, Delaware, Florida, etc. does not provide some tax-free, responsibility free operating haven. If you want to do business in the state of California you must play by their rules. I have four Delaware corporations domiciled in Florida and operating in all fifty states. I must file with the state of California as if I was a California corporation with the only exception being I can apportion my revenue. That makes me interstate. MRIB is intrastate. They are in big trouble...
I'm in shock reading the optimism being represented by this "relocation". It's the equivalent of saying the amputation of both legs means one does not need to buy shoes anymore or be bothered with walking. The reality is it's a disaster and a last ditch move to save the stock selling going.
First. Nevada is not a tax haven. Foreign corporations must pay taxes and follow regulations in California and in most cases it costs as much or more to run a California operation from Nevada, contrary to what most believe. It's an administrative issue more than anything.
Second. MRIB heading to Nevada is garbage. What they are doing is moving Marani Spirits, Inc. to Nevada if anything. What it amounts to is Margrit and MRIB fleeing the jurisdiction of California to save her stock trading grounds and extend and preserve her scam. Here are the problems:
1. Marani Brands is in default in Nevada.
2. Marani Brands in California has a massive FTB debt and is forfeited.
3. MRIB cannot repay the FTB so they must abandon California to avoid tax liability and California jurisdiction.
4. MRIB is operating intrastate, not interstate. That's a big deal if you understand corporate structure and taxation.
So the bottom line is they have to escape California with the only legal entity left which is Marani Spirits which Margrit has been skirting regs and law now for almost all of MRIB 2.0. and they have to do it before CA puts them under the microscope.
As of right now, neither MRIB nor Marani Spirits can operate in California by statute. They can't enter into a contract, issue an invoice, litigate, defend in litigation, pay anyone, etc. They have no rights whatsoever. They don't even have the rights to their name and identity. Anyone could go take it.
THe steps are as follows. Clean up the Marani Brands Nevada charter which is in defaut. Probably easy. Just a filing issue like an SOS filing or a tax return. Margrit knowing nothing about it has probably just dropped the ball again through incompetence and a lack of education on business. Once MRIB Nevada is in good standing they have to incorporate Marani Spirits in Nevada. Once this is done they will be somewhat legit although they don't meet the smell test for so many issues of corporate control. Regardless, let's say they get there. They then have a Nevada parent company and a Nevada wholly owned subsidiary. Now they have to go to the state of CA and get certified for intrastate sales. If approved they can start selling again in California. But this will also require paying payroll taxes and income taxes in CA as long as they keep loading off expenses to the parent regardless of being in Nevada or not. As they are intrastate it makes it even more difficult to skirt.
Bottom line on this latest MRIB move is desperation and dodging a $300K bill from the FTB. Margrit simply needs to keep the scheme going to continue to sell stock. Right now, she cannot sell a pencil legally. All of this process will take time, money and energy. My belief is that she hired a local Nevada accountant to do the administrative bullshit to make it look real but in the end of the day it's all smoke and mirrors. Margrit is just trying to avoid a enforced shut down. She's never going to get certified in the only state MRIB has ever had any sales. Furthermore, when their retailers find out that all liability for MRIB is gone, they'll move the product off the shelves. It's over.
A new accounting firm and a "relocation" to Nevada. This pretty much confirms my suspicions on MRIB corporate woes. The recent FTB action against MRIB introduces a serious problem. MRIB has been playing fast and loose with the rules on the state level for a while using Nevada corporate protection and operating their business out of Marani Spirits, Inc., a now forfeited California corporation. As a foreign corporation, MRIB has rules that they have ignored. They have been operating under exemption and the jurisdiction of Nevada while in default. Now they can no longer operate in California and they can't operate out of Nevada either as a foreign corporation as they are in default there.
I doubt MRIB has the money to rectify their position with the FTB in CA so they need to head back to Nevada and clean up whatever mess they have with the SOS there in order to get back in good standing and continue their scam. Hence, it is not surprising to me that they hired an accountant in Nevada. Bottom line is MRIB is not a legitimate corporation as of this date in either state and as I read the statute, cannot transact business intrastate in California or anywhere else for that matter. This does not even touch on the fact that MRIB meets virtually none of the tests of a foreign corporation with a wholly owned subsidiary in California. There is no separation between the entities as must be demonstrated. Interconnected boards, no separate offices, no separate books and records, etc. MRIB should never have been allowed to operate in CA at all. It would be very easy to pierce the corporate veil at MRIB now and I'm sure it's got Margrit shaking in her Jimmy Choo's.
There are far more serious issues for MRIB shareholders to consider. The public entity is legally defunct. It's now only the wholly owned subsidiary that is legitimate. When I get time I'll review the statue but it gets sketchy without having a copy of the merger agreement. The information on the merger is no more than a summary of a textbook reverse merger but there are some invredible dangers. THere's also a lot of ambiguous and confusing information on the merger. MEI? But MEI never existed. Only a claim of a company DBA Marani Spirits. The FTB deal is BIG trouble. If I'm correct in this hunch, and I think I am, Magrit built a clause into the merger that she could rescind the original agreement if MRIB goes belly up.
She ran the scam twice and to think there would be a MRIB 3.0 is not realistic. I think she plans to take Marani Spirits out of the mix.
Who owns MEI and/or MEI dba Marani Spirits, Inc.? Someone needs to get a look at the actual merger documents. As the FTB has put Marani Brands out of business there re some huge questions here. MRIB can no longer legally sell anything. Well, not actually true. They can sell stock.
Well, this MRIB discussion is interesting... not. It always amazes me when semantics are used as an excuse for MRIB failures. It's all probably moot. The reason for the website change and other administrative items is most likely related to something else and MRIB and Margrit's attempts to avoid prosecution and keep the stock scheme going.
So the Nevada charter is and has been in default. Marani Brands is no longer a legitimate California Corporation. In addition, as predicted, the FTB apparently finally caught up with MRIB on their tax issues and their California Marani Brands charter is now listed as "FTB FORFEITED". This means that MRIB can no longer operate under the name Marani Brands without some serious liabilities. Notice how everything is now redirected or relabeled "Marani Spirits, Inc." By statute, they no longer even own the rights to Marani Brands. Anyone could go out and grab the name.
It appears to me that MRIB is attempting to use their whole intricate orignial merger deal and have done some type of recession arrangement to separate out the only legal entity to continue their little scheme. That would be highly illegal and an "illegal conveyance". I've fought one of these before and it's textbook.
Every piece of this scum bag puzzle is looking like a seriously illegal operation to preserve the ability to sell stock and rip off not only shareholders, but now tax payers along with the IRS and the State of California while avoiding personal liability. MRIB has preserved two entities and kept them in good standing. Marani Spirits (potentially owned by Margrit under recession for cause) and Large Investment Group whose president and accused felon stock promoter is president.
The writing is on the wall here. Arguing sabotage here is like saying a negative comment about George Pataki sunk his presidential run. No one is sabotaging anything. It's just angry investors who want the crime spree to stop combined with frustrated venting and protest watching as Margrit and her cronies get richer illicitly. Rightfully so. It's been a 14 year con game and Margrit the gypsy Iraqi puppet... or mastermind, you make the choice, has run, twice.
According to the game plan the next approach will be to introduce more ambiguous information suggesting a takeover. It's just part of the plan. We should start seeing that in a matter of weeks. As soon as the PPS drop to $.0002 it will be suggested that someone is driving down the price to make an acquisition. All BS but I'm sure it's coming.
All this "new" MRIB info is much of the same nonsense seen previously and follows the MRIB 1.0 game plan to a tee. Lousy second rate regional events, new retail locations added, job postings, web site construction activity... all followed by new voices and players promoting MRIB and espousing optimism. As I stated over a year ago, MRIB would get to this point. A languishing PPS. Less and less information from the company. The end of financial reporting and promotion based on a diminishing amount of positive spin opportunities.
It's become sad. Job postings especially. Nine MRIB job postings, which are free for anyone to post, go up two weeks ago, all obviously the same posting copied and pasted. News about them goes up ten days later. Funny they didn't go up earlier but they did coincide with advertising by the recruiter. Where? MRIB boards. Coincidence? I think not. And then more information leaked that because the job postings were reduced and the assumption that the jobs were filled is made. Again, timed perfectly with recruiter advertising. I smell fish.
It very well could be MRIB doing what they can afford to keep the stock alive or it very well could be an MRIB shareholder taking it upon themselves to do it. Why not, it's all free and probably didn't take more than 5 minutes to do.
As for the added retail locations it's simple MRIB BS. I called the Fullerton store and they don't carry it. I asked about others as there and the closest location was Dana Point. There are seven "new" listed locations from MRIB between Fullerton and Dana Point. So that's just MRIB throwing in store names. You will also notice that MRIB doesn't list phone numbers or addresses for those locations... that's the MRIB MO. Make information as hard to confirm as possible. I'm surprised they didn't list foreign Costco locations. It should also be noted that back in 2010 long after MRIB 1.0 had been shut down MRIB was listing hundreds and hundreds of locations. Most all of which were bogus. It looks as though someone did a search for liquor retailers in California and simply copied and pasted it. It's well documented in iHub posts if you go back and check. Bottom line is that publishing bogus retailer information is nothing new for MRIB.
The web site is another good example of nonsense. Just an inexpensive way of generating speculation that something is going on. It costs nothing and look at the effect. People start saying "things are looking up!" and "No company that was shuttered would go to the effort of working on their web site." Again another MRIB ruse trying to show the company has a pulse. And I ask this. Why, even if it were true, would MRIB be spending energy or a dime on a web site change instead of getting their financials out? A new web site, even a very basic one (I just commisioned one for a company I have) runs $5000 at least to do it right and that doesn't even cover the monthly SEO and content charges.
While it's obvious the latest out of MRIB is a lot of nonsense it is somewhat strange and begs the question, who is running MRIB? I'll leave you with this hypothetical. The latest MRIB video. The silly hip hop events. The ruse of free job postings with an obvious lack of knowledge of the going rate for a sales force. It all sticks to high heaven of Doran "Santiago" Ramos of the now defunct Zodiac brands. A lone wolf? Or perhaps Margrit handed over the keys and said "Here's the number for the investor relations hombo in San Diego, Ken Owen's number and all you need for web site access. See what you can do and I'm going to go back to selling residential real estate..." We also know that all of these people most likely got paid 100% in stock. FREE TRADING STOCK. Doran Ramos as of late has also been out on his gay dating sites telling all of his recent financial woes, sorrow and trying to crowd fund $15K supposedly for a relative's funeral. Whatever the case. In the end of the day everything MRIB lately is simple smoke and mirrors expected to raise positive speculation on nothing but ambiguous and wishful thinking associations.
Oh. One last sidenote... MRIB 1.0 traded actively and was extremely busy with this same type of "news" for over four years after they shut down. Go look at the forum back then. There is one point in November of 2011, two years after total shut down and without a single dime in sales, where there are literally a thousand posts in one day. It's like they never shut down. It was "big things coming" for a full four years with no sales and no activity following the last financials for 2009 right up until into the trips and then the start of MRIB 2.0 PR starting with Brazil in 2013 (two years ago now). We all know what happened after that! LOL.