Edgar Filing: Fit For Business International Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14f-1

Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 promulgated thereunder

January 24, 2008

Commission File Number: 333-123176

FIT FOR BUSINESS INTERNATIONAL INC.
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(Name of Small Business Issuer in its charter)

Nevada 20-2008579
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)

10/27 Mayneview St., Milton
Q 4064 Australia

(Address of principal executive offices and Zip Code)

61-7-33673355
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(Registrant's telephone number, including area code)

Information Statement Pursuant to Section 14(F) of the Securities
Exchange Act of 1934 and Rule 14f-1 promulgated thereunder

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FIT FOR BUSINESS INTERNATIONAL, INC.

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INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
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FIT FOR BUSINESS INTERNATIONAL, INC. IS NOT SOLICITING PROXIES IN CONNECTION
WITH THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT. NO VOTE OR OTHER
ACTION BY STOCKHOLDERS OF FIT FOR BUSINESS INTERNATIONAL, INC. IS REQUIRED TO BE
TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT.

GENERAL

This Information Statement is being mailed on or about February 6,
2008, to the holders of shares of common stock, par value $0.001 (the "Common
Stock") of Fit for Business International, Inc., a Nevada corporation ("FFBI" or
the "Company"), as of January 25, 2008. You are receiving this Information
Statement in connection with the appointment of persons designated by the
majority of the Company's Board of Directors (the "Board") to fill seats on the
Company's Board. The resignation of the existing directors, and the appointment
of new directors, will be effective ten (10) days following the mailing of this
Information Statement to the Company's shareholders.

On January 16, 2008, the Company and Mark Poulsen, ("Mark Poulsen"),
Karen Poulsen ("Karen Poulsen"), Kamaneal Investments Pty Ltd ATF The Poulsen
Family Trust ("Kamaneal" and together with Mark Poulsen and Karen Poulsen, the
"Sellers") entered into an Agreement for the Purchase of Stock (the "Agreement")
with Route 32, LLC, a New York limited liability company ("Route 32"), which
will result in a change of the Company's management, Board of Directors, and
ownership.

Pursuant to the terms of the Agreement, effective on or about February
18, 2008 (the "Closing Date"), the following shall occur:

o The Sellers will sell 84,080,000 shares of FFBI's common stock
(the "FFBI Shares"), to Route 32, which will represent
approximately 85% of the outstanding common stock and voting
rights of FFBI;

o Under the Agreement, at Closing, Poulsen will resign as FFBI's
sole director;

o Under the Agreement, at Closing, Adele Ruger will be appointed as
the sole officer and member of the Board of Directors of FFBI as
of the Closing Date, effectuating a change in a majority of
FFBI's Board of Directors.

You are urged to read this Information Statement carefully.
You are not, however, required to take any action.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities of the Company

As of the close of business on January 25, 2008, there were 98,280,006
shares of FFBI common stock issued and outstanding. After the Closing of the
transactions under the Agreement, there will be 98,280,006 shares of FFBI common
stock issued and outstanding. The outstanding common stock of FFBI is held of
record by approximately 78 shareholders. Each share of FFBI common stock
entitles the holder thereof to one vote on each matter which may come before a
meeting of the shareholders.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the close of business on January
25, 2008 the total number of shares owned beneficially by our directors,
officers and key employees, and any person (including any group) who is known to
the Company to be the beneficial owner of more than five percent (5%) of any
class of the Company's voting securities. The stockholders listed below have
direct ownership of their shares and possess sole voting and dispositive power
with respect to their shares.

Common Stock
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Before Transaction After Transaction
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Amount and Amount and
Nature of Nature of
Name and Address of Beneficial Percent of Beneficial Percent of
Title of Class Beneficial Owner Ownership Class (1) Ownership Class (2)
-------------- ------------------- ---------- ---------- ---------- ----------

Common Stock Mark Poulsen 84,080,000 85.55% -0- (7) 0%
(3)(4)(5) (6) (6)

Common Stock Route 32, LLC (8) -0- 0% 84,080,000 85.55%

Common Stock Adele Ruger -0- 0% -0- 0%
(8)(9)(10)

---------- ---------- ---------- ----------
All Officers and
Directors as a
Group (1 Person) 84,080,000 85.55% 84,080,000 85.55%
========== ========== ========== ==========

(1) Based on 98,280,006 shares of common stock issued and outstanding.
(2) Based on 98,280,006 shares of common stock issued and outstanding.
(3) Indicates a Director of the Company.
(4) The shareholder's address is c/o Fit for Business International, Inc.,
10/27 Mayneview St., Milton Q 4064 Australia.
(5) Mr. Poulsen's resignation as an officer and director of FFBI will be
effective on the Closing Date.
(6) Includes 8,500,000 shares issued to Kamaneal Investments Pty Ltd as
trustee for Mark Poulsen Family Trust, and 1,540,000 issued to Karen
Poulsen.
(7) Does not include 250,000 shares of FFBI Mr. Poulsen is entitled to
receive under the Agreement if FFBI undergoes a restructuring
transaction and merger within one year after the Closing under the
Agreement. The 250,000 shares is to be issued after giving effect to
any stock split undertaken as part of the restructuring.

(8) The shareholder's address is 3 Henry Court, New Paltz, New York 12561.
(9) Indicates a Director-nominee.

Changes in Control

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

The following table sets forth the names and ages of the current and
incoming directors and executive officers of the Company, the principal offices
and positions with the Company held by each person and the date such person
became a director or executive officer of the Company. The executive officers of
the Company are elected annually by the Board of Directors. The directors serve
one-year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. Unless described below, there are no family relationships among any
of the directors and officers.

Name Age Position(s)
---- --- -----------
Mark Poulsen (1) 47 Director, President, Secretary, and CFO
Adele Ruger (2) 56 Director, President, Secretary, and CFO

(1) Outgoing Officer or Director
(2) Incoming Officer and Director

Mark A. Poulsen is our President, Chief Executive Officer and Chairman
of the Board of Directors. Mark started his career as an apprentice carpenter in
1976 in the construction industry. He soon started his own marketing and
distribution company Mark Poulsen & Associates Pty Ltd, on December 6, 1989,
distributing Herbalife products. He has traveled extensively for Herbalife,
training over 850,000 individuals from all over the world in areas ranging from
sales and marketing, promotion, administration, leadership, life enhancement,
and personal development. After 20 years as an independent Herbalife
distributor, he could see the market place was changing and could see a need for
not only improving corporate health but a real answer to the growing overweight
and obesity issues. He commenced development of the Fit For Business concept in
1998. He has spent the last seven years enhancing the Fit for Business concept
and programs while continuing his involvement with Herbalife.

Since 2000, he has spent the last 5 years building and developing Fit
For Business (Australia) Pty Ltd, while still maintaining his Herbalife retail
business (Mark Poulsen & Associates Pty. Ltd.). As Managing Director, his duties
include recruiting and building sales networks in approximately 35 countries.

Adele Ruger is our incoming President, Secretary, Chief Financial
Officer and Director. Ms. Ruger has been a real estate agent since 2003 for
Mountview Realty in New Paltz, New York. Since 1997, Ms.Ruger has also been a
real estate owner and property manager of personally-owned investment properties
located primarily in New Paltz, New York. Ms. Ruger received her Bachelor of
Science from Long Island University in New York in 1972, and her Master of
Science from State University of New York at New Paltz in 1977.

LEGAL PROCEEDINGS

The Company is not aware of any legal proceedings in which any
director, officer, or any owner of record or beneficial owner of more than five
percent of any class of voting securities of the Company, or any affiliate of
any such director, officer, affiliate of the Company, or security holder, is a
party adverse to the Company or has a material interest adverse to the Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, none of the required parties are delinquent
in their 16(a) filings.

BOARD OF DIRECTORS' MEETINGS AND COMMITTEES

Board Meetings

During the fiscal year ended June 30, 2007, our Board of Directors held
1 meeting. Our Board of Directors has not established any committees. During
fiscal 2007, all directors attended at least 75% of the meetings of our Board of
Directors.

Committees of the Board of Directors

Our Board of Directors presently consists only of one individual, Mr.
Mark Poulsen. As such, our Board of Directors has not established any committees
of the Board of Directors. All matters relating to audit, compensation and
nominations are considered and acted upon by the Board of Directors. Following
the Closing, no assurance can be given that our Board of Directors will
establish any committees.

Nominee Recommendation Procedures

Our Board of Directors has not established a formal process for
stockholders to nominate directors or to send communications to members of the
Board of Directors. As of the date of this filing, our Board of Directors has
never received any nominations from stockholders. Any stockholder may send a
communication or nomination to any member of the Board of Directors to our
address at 10/27 Mayneview St., Milton Q 4064 Australia, Attn: Chief Executive
Officer. If we receive a communication, it will be forwarded to the relevant
member of our Board of Directors, and if we receive a director nomination, it
will be forwarded to the entire Board of Directors.

Director Independence

Our Board of Directors currently consists of one member, Mr. Mark
Poulsen, who also serves as our Chief Executive Officer. Mr. Mark Poulsen is not
considered independent under the definition of independence used by any national
securities exchange or any inter-dealer quotation system.

None of the incoming directors would be considered independent under the
definition of independence used by any national securities exchange or any
inter-dealer quotation system.

EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation
paid, earned or accrued for services by (i) our Chief Executive Officer and (ii)
all other executive officers who earned in excess of $100,000 in the fiscal year
ended December 31, 2006 ("Named Executive Officers"):

Non-Equity
Incentive Nonqualified
Name and Stock Option Plan Deferred All Other
Principal Salary Bonus Awards Awards Compensation Compensation Compensation Total
Position Year ($) ($) ($) * ($) * ($) ($) ($) ($)

Mark Poulsen (1) 2007 $274,534 -0- -0- -0- -0- -0- -0- $274,534
President, 2006 $289,986 -0- -0- -0- -0- -0- -0- $289,986
CEO and
Director
2005 $289,986 $388,250 -0- -0- -0- -0- -0- $678,236

Tony Head 2007 $-0- -0- -0- -0- -0- -0- -0- $-0-
VP and 2006 $77,063 -0- -0- -0- -0- -0- -0- $77,063
Director
2005 $77,063 -0- -0- -0- -0- -0- -0- $77,063

Prins Ralston (2) 2007 $51,388 -0- -0- -0- -0- -0- -0- $51,388

2006 $131,007 $14,957 1,500,000 -0- -0- -0- -0- $145,964
2005 $131,007 -0- -0- -0- -0- -0- -0- $131,007

Sandra Wendt 2007 $42,385 -0- -0- -0- -0- -0- -0- $42,385
CFO 2006 $42,385 -0- -0- -0- -0- -0- -0- $42,385
2005 $42,385 -0- -0- -0- -0- -0- -0- $42,385

(1) All of Mark Poulsen's compensation for the years shown were rescinded
effective June 6, 2007. These amounts were originally accrued in their
respective fiscal years, and were never paid by the Company.
(2) Prins Ralston temporarily resigned from his positions with the Company
due to our inability to pay his salary.

Compensation of Directors

Our directors will not receive compensation for services provided as a
member of our Board of Directors or any committee thereof, but directors may be
reimbursed for certain expenses incurred in connection with attendance at Board
and committee meetings.

Employment Agreements

We presently have entered into the following employment agreements with
our management personnel to retain their services. The employment agreements
were all entered into on November 29, 2004. However, all of the employees
commenced their work for us in 2005. Therefore, no salaries accrued prior to

January 2005. Where bonuses are to be paid dependent on meeting budget, the
meeting of budget refers to the annual fiscal budget which forecast our sales,
revenues, expenses and profit. The annual budget is approved prior to the start
of the fiscal year by our Board of Directors. At the end of the fiscal year, our
Board of Directors will approve bonuses based on whether the forecast in the
budget was met.

We entered into an employment agreement with Mark A. Poulsen to serve
as our President and Chief Executive Officer. Under the terms of the agreement,
Mr. Poulsen is compensated at the annual rate of $289,986 for services. He will
also be paid 5 percent of the value of each country or geographic-area license
sold. In addition, on December 1, 2004, the Board of Directors awarded a bonus
of approximately $388,250 to be paid to Mr. Poulsen within 30 days after the
listing of our common stock on the over-the-counter bulletin board. This bonus
was awarded and calculated on the basis that Mr. Poulsen would not have drawn a
salary or received any remuneration from the inception of him founding the Fit
for Business Australia Pty Ltd. in December 1998. As the view of our board of
directors was that Mr. Poulsen spent approximately two-thirds of his time over
the last six years building the Australian business, the bonus was calculated
using Mr. Poulsen's current Australian salary and applied on an approximately
two-thirds basis over a period of six years. The payment of the bonus was made
contingent on the listing of the common stock and capital raising as this would
be the source of funds for the payment of the bonus. Mr. Poulsen's employment
agreement does not contemplate the payment of any other bonuses.

Effective June 6, 2007, the Company and its President and Chief
Executive Officer, Mark Poulsen, terminated its employment agreement through
execution of a Mutual Release and a Mutual Recession (collectively "Release and
Recession"). Under the terms of the Release and Recession, Poulsen and the
Company mutually rescinded the Agreement. A total of $1,236,279 of Poulsen's
accrued compensation was cancelled in this agreement, and reflected as other
income in the statement of operations. As of June 30, 2007, there are no amounts
due by the Company to Poulsen for accrued compensation.

We entered into an employment agreement with Prins A. Ralston to serve
as our Senior Vice President and Chief Operating Officer. Under the terms of the
agreement, Mr. Ralston is compensated at the annual rate of $131,007. He shall
receive an annual bonus of $14,782 if we meet our budget each fiscal year. In
addition, Mr. Ralston will be granted options to purchase 30,000 shares of our
common stock under an option plan, when and if established. Mr. Ralston services
were acquired through one of the largest recruiting companies in Australia and
the world, Hudson Global Resources, who have office world wide. Hudson Global
Resources undertook a extensive global search and advertising campaign to
generate a short list of candidates, from which Mr. Ralston was selected
following an exhaustive series of tests and interviews. We were obligated to pay
a recruiting fee for the placement of Mr. Ralston to Hudson Global Resources
amounting to approximately $21,100. Mr. Ralston has no affiliation with Hudson
Global Resources other than that he was placed at Ingeus Limited, his previous
employer, by them. Mr. Ralston has recently temporarily resigned as our employee
since we are not in a position to pay his salary on a full time basis.
Therefore, he is presently working as a consultant for us. When we are in a
position to pay Mr. Ralston's full time salary, he shall become our full time
employee again. Notwithstanding this fact, Mr. Ralston has remained as our
Senior Vice President and Chief Operating Officer.

We entered into an employment agreement with Anthony F. Head to serve
as our Senior Vice President of Sales. Mr. Head is also our Director. Under the
terms of the agreement, Mr. Head is compensated at the annual rate of $77,063.
He shall receive an annual bonus of $11,086 if we meet our budget each fiscal
year. He will also be paid 5 percent of the value of each country or
geographic-area license sold.

We entered into an employment agreement with Sandra L. Wendt to serve
as our Vice President of Administration, Chief Financial Officer and Principal

Accounting Officer. Under the terms of the agreement, Ms. Wendt is compensated
at the annual rate of $42,385. She shall receive an annual bonus of $3,695 if we
meet our budget each fiscal year.

The Board of FFBI adopted a conflict of interest policy on January 4,
2005. This policy is intended to minimize conflicts of interest by requiring
each director to disclose all material interests which may lead to a conflict of
interest involving the director or officer's role with FFBI, and has been filed
as an exhibit to our Form SB-2/A filed with the SEC on February 10, 2006.

Under the policy, a conflict that has been noted is that:

Mark A. Poulsen & Associates Pty. Ltd. is a company which Mark A.
Poulsen is a Director of and through which he runs his Herbalife
distributorship. Herbalife runs a network marketing systems, under which Mark
Poulsen & Associates Pty Ltd directly receives 5% of income from Herbalife,
dependant on the volume of the nutritional products sold through distributors
who have been sponsored by Mark Poulsen & Associates Pty Ltd.

Currently, Mark A. Poulsen & Associates Pty. Ltd. has 21 distributors
that it has sponsored under the Herbalife networking systems that are also
independent FFBI account executives (16) and customer service representatives
(5). As such Mark A. Poulsen should receive some distribution of dividends or
income from Mark A. Poulsen and Associates Pty. Ltd. that have resulted from
commissions paid to Mark A. Poulsen and Associates Pty. Ltd. from Herbalife as a
result of nutritional products sold by FFBI's independent account executives and
customers service representatives.

STOCK OPTIONS

To date, we have agreed in the employment agreement with Mr. Ralston to
grant him at a future date 30,000 stock options. We have not granted or agreed
to grant any other stock options to our directors or officers. On July 25, 2004
we issued 2,000,000 options to purchase common shares to Fort Street Equity Inc.
in consideration for $10,000 or $0.005 per option. The options grant Fort Street
Equity, Inc. the right to purchase 2,000,000 common shares of our stock at the
greater of the market price, as determined under the agreement, less a discount
of 40%, or $0.50 per share. The options originally expired on December 31, 2005.
However, they had been extended by us until December 31, 2007. Fort Street
Equity, Inc., potentially acting as an underwriter, subsequently sold: (i)
100,000 options to the Ralston Superannuation Fund, a related party, for $19,008
on May 10, 2005; (ii) 50,000 options to Bruce Gilling, an unrelated party, for
$15,000 on June 14, 2005; (iii) 277,576 options to Therese Mulherin, a related
party, for $60,240 on July 1, 2005; (iv) 16,666 options to the Kelly
Superannuation Fund, an unrelated party, for $5,000 on August 26, 2005; (v)
66,666 options to Mark Hoey, an unrelated party, for $20,000 on August 19, 2005;
(vi) 13,420 options to Sandra L. Wendt a related party, for $2,280 on September
14, 2005; (vii) 16,666 options to Keith Appleby, an unrelated party, for $5,000
on September 23, 2005; and (viii) 25,000 options to Neil Wendt, a related party,
being the brother-in-law of Sandra L. Wendt, for $7,500 on September 26, 2005.

We have not issued any stock options to any officers, directors or
staff.

Dated: January 24, 2008 By order of the Board of Directors

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