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...
