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 Assurances “If 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.
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Dated:
September 21, 2021
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Active
Health Foods, Inc.
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President
& CEO
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Acknowledged
and affirmed by
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Secretary
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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.
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Acknowledged and affirmed by
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Gregory C, Manos
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Gregory C. Manos
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Active Health Foods, Inc.
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Active Health Foods, Inc.
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President & Sole Director
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Secretary
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September 2, 2021
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September 2, 2021
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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.
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Gregory C. Manos
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Active Health Foods, Inc.
President and Sole Director
September 15, 2021
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Acknowledged and affirmed by
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Gregory C. Manos
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Active Health Foods, Inc.
Secretary
September 15, 2021
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