UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  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 19, 2014


ACTIVE HEALTH FOODS, INC.

(Exact name of registrant as specified in its charter)


California

(State or other jurisdiction of incorporation)

333-164788

(Commission File Number)

26-1736663

(IRS Employer Identification No.)


6185 Magnolia Ave., Suite 403

Riverside, CA 92506

 (Address of principal executive offices)


Registrants telephone number, including area code: (951) 360-9970


N/A

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


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))

 





Item 4.01. Changes in Registrants Certifying Accountant.


Dismissal of Independent Registered Public Accounting Firm.

On September 19, 2014, MaloneBailey, LLP resigned as the independent registered public accounting firm for the Company.  The resignation was accepted by the Board of Directors of the Company (the Board).


During the two most recent fiscal years and through the date of this report, there were no (1) disagreements with MaloneBailey, LLP. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused MaloneBailey, LLP. to make reference in its reports on the Companys financial statements for such years to the subject matter of the disagreement, or (2) reportable events, as such term is defined in Item 304(a)(1)(v) of Regulation S-K.


The audit reports of MaloneBailey, LLP. on the financial statements of the Company, during the periods for the years ended December 31, 2013 through December 31, 2012, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about the Companys ability to continue as a going concern.The Company has requested that MaloneBailey, LLP., furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree.  A copy of such letter, dated  September 19, 2014, indicating that it is in agreement with such disclosures is filed as Exhibit 16.1 to this Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


The following exhibits are filed with this Current Report on Form 8-K:


Exhibit No.

 

Description

16.1

 

Letter to the Securities and Exchange Commission from MaloneBailey, LLP, dated September 19, 2014.


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.


 Date:  September 19, 2013

ACTIVE HEALTH FOODS, INC.

 

 

By:

/s/ E.Robert Gates

 

 

Name: E. Robert Gates



Title: CEO








­


September 22, 2014

 

 

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549


 

Ladies and Gentlemen:



We have read Item 4.01 of the Form 8-K dated on or about September 22, 2014, of Active Health Foods, Inc. and are in agreement with the statements contained therein inasmuch as they relate to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.




/s/ MaloneBailey, LLP

Houston, Texas






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