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.
