UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 21, 2021

 

ACTIVE HEALTH FOODS, INC.

 

Wyoming   000-54388   26-1736663
(State or other jurisdiction of incorporation)  

(Commission

File Number)

 

IRS Employer

Identification No.)

 

6185 Magnolia Avenue Suite #403 Riverside, California   92506
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (951-454-0889

 

Not applicable.

 

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title and Class of Each   Trading Symbol(s)  

Name of each Exchange on which Registered

Common and Preferred   AHFD   The Securities and Exchange Commission

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

  

 

 

 

Section 3 - Securities and Trade Markets

 

Item 3.03 Material Modification to Rights of Security Holders

 

On September 2, 2021 Active Health Foods, Inc. had Ten Thousand (10,000) Preferred Class “A” Shares with Super Voting Rights and on that same date, Active Health Foods, Inc. issued to Gregory C. Manos those Ten Thousand (10,000) Shares of Preferred Class “A” Stock with Super Voting Rights that represent Fifty-One Percent (51%) of all authorized present and future issued Common Shares of the Company and these Shares are considered fully paid for and non-assessable.

 

Attached Exhibit “A” Board Resolution issuing Ten Thousand (10,000)

Preferred Class “A” Shares to Gregory C. Manos. 

 

Section 5 - Corporate Governance and Management

 

Item 5.01 Changes in Control of Registrant

 

On September 14, 2021, Riverside Superior Court Judge Chad Firetag in Riverside, California signed an Order giving Gregory C. Manos FULL CONTROL of Active Health Foods, Inc.

 

Attached Exhibit “B” The Judge’s Signed Court Order

 

On August 26, 2013, it was determined that the Original Stock Purchase Agreement signed on August 22, 2013, was in DEFAULT and VOIDED. SEE PAGE (3), ARTICLE (4), AT 4.2 Further Assurances that reads as follows: Subject to the Terms and Conditions of this Agreement each Party agrees to use all of its reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper, and advisable to consummate and make effective the Transactions outlined by this Agreement, if this Purchase Agreement is NOT VALIDATED (AND IT WAS NOT, PAYMENT WAS NEVER MADE TO OR RECEIVED BY GREGORY C. MANOS PER THE STOCK PURCHASE AGREEMENT) this entire Transaction will be VOIDED and the Management and Control of Active Heath Foods, Inc. will be returned in FULL to Gregory C. Manos”.

 

Attached exhibit “C” Copy of the Original Stock Purchase Agreement.

 

This Stock Purchase Agreement clearly states: On PAGE (3), ARTICLE (4), AT 4.2 Further AssurancesIf the Stock Purchase Agreement is NOT VALIDATED (AND IT WAS NOT, PAYMENT WAS NEVER MADE TO OR RECEIVED BY GREGORY C. MANOS PER THE STOCK PURCHASE AGREEMENT) than the Management and Control of Active Heath Foods, Inc. will be returned in FULL to Gregory C. Manos and it was by the Court and he will remain Active Health Foods, Inc.’s CEO, President, Vice President, Secretary, Treasurer, and Sole Director with Sole Control over the Company.

 

Attached exhibit “D” Special Meeting of the Board of Directors.

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 21, 2021  
   
Active Health Foods, Inc.  
   
A PICTURE CONTAINING TEXT, DOMESTIC CAT  DESCRIPTION AUTOMATICALLY GENERATED  
President & CEO  
Acknowledged and affirmed by  
   
A PICTURE CONTAINING TEXT, DOMESTIC CAT  DESCRIPTION AUTOMATICALLY GENERATED  
   
Secretary  

  

 

 

  

EXHIBIT “A”

 

SPECIAL MEETING OF THE BOARD OF DIRECTORS

of

ACTIVE HEALTH FOODS, INC.

 

WHEREAS the undersigned, being the Sole Director of Active Health Foods, Inc., a Wyoming Corporation, does hereby agree at a Special Meeting of the Directors held on the 2nd day of September in lieu of a formally noticed Director meeting to the specific actions herein stated; and

 

WHEREAS the Sole Director who placed his signature hereto consents to this Special Meeting and agrees now and forever to waive any formal notice to this meeting and any objection to this being a Special Meeting and unanimously agree and concur that this is and shall forever be considered a duly called, legally constituted and sanctioned Special Meeting of Directors of Active Health Foods, Inc.; and

 

WHEREAS On September 2, 2021, Active Health Foods, Inc. had Ten Thousand (10,000) Preferred Class “A” Shares Authorized. Active Health Foods, Inc. wishes to issue to Gregory C. Manos Ten Thousand (10,000) Preferred Class “A” Shares.

 

THEREFOR BE IT

 

RESOLVED that Active Health Foods, Inc. shall forthwith Issue to Gregory C. Manos Ten Thousand (10,000) Preferred Class “A” Shares with SUPER VOTING RIGHTS representing Fifty-One Percent (51%) of all authorized present and future issued Common Shares of the Company and these Shares are considered fully paid for and non-assessable and

 

RESOLVED that all Officers, Directors, Employees, and Agents of Active Health Foods, Inc. are hereby directed to perform all tasks necessary to carry out this Resolution in a timely manner including any regulatory actions to be taken.

 

Fax or Electronic signatures shall suffice as original signatures for all purposes and that signatures may be collected independently of each other such that when combined they will constitute one complete document for all purposes.

 

IN WITNESS THEROF the undersigned comprising of the entire Board of Directors of Active Health Foods, Inc. hereupon attests and approves these Minutes in their entirety.

 

  Acknowledged and affirmed by
   
Gregory C, Manos Gregory C. Manos
Active Health Foods, Inc. Active Health Foods, Inc.
President & Sole Director Secretary
September 2, 2021 September 2, 2021

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

  

 

 

 

 

EXHIBIT “D”

 

SPECIAL MEETING OF THE BOARD OF DIRECTORS

of

ACTIVE HEALTH FOODS, INC.

 

WHEREAS the undersigned, being the Sole Director of Active Health Foods, Inc., a Wyoming Corporation, does hereby agree at a Special Meeting of the Directors held on the 15th day of September in lieu of a formally noticed Director meeting to the specific actions herein stated; and

 

WHEREAS the Sole Director who placed his signature hereto consents to this Special Meeting and agrees now and forever to waive any formal notice to this meeting and any objection to this being a Special Meeting and unanimously agree and concur that this is and shall forever be considered a duly called, legally constituted and sanctioned Special Meeting of Directors of Active Health Foods, Inc.; and

 

WHEREAS on the 14th day of September 2021 Riverside Superior Court Judge Chad Firetag signed an order giving Gregory C. Manos FULL CONTROL of Active Health Foods, Inc. and the Judge’s decision was based on the ORIGINAL STOCK PURCHASE AGREEMENT, PAGE (3), ARTICLE (4), at 4.2 Further Assurances, it states that If the Stock Purchase Agreement is NOT VALIDATED (AND IT WAS NOT, PAYMENT WAS NEVER MADE TO OR RECEIVED BY GREGORY C. MANOS ACCORDING TO THE STOCK PURCHASE AGREEMENT) than the Management and Control of Active Heath Foods, Inc. must be returned in FULL to Gregory C. Manos and on September 15, 2021 the Sole Director of Active Health Foods, Inc. verified and confirmed that Gregory C. Manos will remain as Active Health Foods, Inc.’s CEO, President, Vice President, Secretary, Treasurer, Sole Director, and he will have Sole Control over the Company.

 

THEREFORE, BE IT

 

RESOLVED, that this Board of Directors hereby accepts Gregory C. Manos as it’s CEO, President, Vice President, Secretary, Treasurer, Sole Director, and recognizes his Control over the Company.

 

RESOLVED, that all Directors, officers, employees and agents of Active Health Foods, Inc. are hereby directed to perform all tasks necessary to carry out this Resolutions in a timely manner.

 

IN WITNESS WHEREOF, the undersigned, comprising the entire Board of Directors of Active Health Foods, Inc., hereupon attests and approves these Minutes in their entirety.

 

A PICTURE CONTAINING TEXT, DOMESTIC CAT  DESCRIPTION AUTOMATICALLY GENERATED  
Gregory C. Manos  

Active Health Foods, Inc.

President and Sole Director

September 15, 2021

 
   
Acknowledged and affirmed by  
   
A PICTURE CONTAINING TEXT, DOMESTIC CAT  DESCRIPTION AUTOMATICALLY GENERATED  
Gregory C. Manos  

Active Health Foods, Inc.

Secretary

September 15, 2021

 

 

 

 

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