UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No: 1)*
Marani Brands Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
56575N106
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(CUSIP Number)
December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 56575N106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GAM Holding Ltd
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .............................................................
(b) .............................................................
3. SEC Use Only
4. Citizenship or Place of Organization
Switzerland
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Number of 5. Sole Voting Power
Shares 35,962,440 shares of common stock (which
includes warrants exerciseable at any
time, to purchase 14,000,000 shares of
common stock (the "Warrants") of the
Issuer).
Beneficially 6. Shared Voting Power
Owned by
Each Reporting ----------
Person With* 7. Sole Dispositive Power
35,962,440 shares of common stock (which
includes warrants exerciseable at any
time, to purchase 14,000,000 shares of
common stock (the "Warrants") of the
Issuer).
8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
35,962,440 shares of common stock (which includes the Warrants to
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purchase 14,000,000 shares of common stock)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
19.46% (based on the total of 170,806,026 outstanding shares of common
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stock plus Warrants to purchase 14,000,000 of common stock)
12. Type of Reporting Person (See Instructions) HC
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*GAM Holding Ltd. disclaims beneficial ownership of such securities.
Item 1.
(a) Name of Issuer Marani Brands, Inc.
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(b) Address of Issuer's Principal Executive Offices
13152 Raymer Street, Suite 1A, North Hollywood, CA 91605
Item 2.
(a) Name of Person Filing
GAM Holding Ltd
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Address of Principal Business Office or, if none, Residence
(b) Klaustrasse 10, 8008 Zurich, Switzerland
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(c) Citizenship
Switzerland
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(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
56575N106
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Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
[ ] (a) Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
[ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
[ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
[ ] (d) Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
[ ] (e) An investment adviser in accordance
withss.240.13d-1(b)(1)(ii)(E);
[ ] (f) An employee benefit plan or endowment fund in accordance
withss.240.13d-1(b)(1)(ii)(F);
[X] (g) A parent holding company or control person in accordance
withss.240.13d-1(b)(1)(ii)(G);
[ ] (h) A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] (i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
[ ] (j) Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 35,962,440 shares of common stock (which includes warrants exerciseable at any time, to
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purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer)
(b) Percent of class: 19.46%
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The percentage used herein was calculated based on the total of 170,806,026 outstanding shares of common stock plus
Warrants to purchase 14,000,000 shares of common stock
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 35,962,440 shares of common stock (which includes warrants
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exerciseable at any time, to purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer).
(ii) Shared power to vote or to direct the vote
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(iii) Sole power to dispose or to direct the 35,962,440 shares of common stock (which includes warrants
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exerciseable at any time, to purchase 14,000,000 shares of common stock (the "Warrants") of the Issuer).
(iv) Shared power to dispose or to direct the
disposition of
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
The securities reported herein (the "Securities") are beneficially owned by one
or more investment funds or other accounts that, pursuant to investment
management contracts, are managed by Swiss & Global Asset Management Ltd.
("Swiss & Global"), a wholly owned subsidiary of GAM Holding Ltd. Such
investment management contracts grant to Swiss & Global all investment and
voting power over the securities owned by such investment management clients.
Therefore, Swiss & Global may be deemed to be, for purposes of Rule 13d-3 under
the Act, the beneficial owner of the Securities. One investment fund, JB
Multistock Black Sea Fund, a sub-fund of Julius Baer Multistock SICAV, held the
Securites.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c): By signing below I certify that,
to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 10, 2011
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Date
/s/ Scott Sullivan
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Signature
Scott Sullivan, Group General Counsel
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Name/Title
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to joint filing of the attached
Schedule 13G, and any and all amendments thereto, and expressly authorize GAM
Holding Ltd, as the ultimate parent company of each of its undersigned
subsidiaries, to file such Schedule 13G, and any and all amendments thereto, on
behalf of each of them.
Date: February 10, 2011
GAM Holding Ltd
By: /s/ Scott Sullivan
Name: Scott Sullivan
Title: Group General Counsel
Swiss and Global Asset Management Ltd
By: /s/ Christoph Widmer
Name: Christoph Widmer
Title: Executive Director