UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 14C
INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities Exchange
Act of 1934
Check the appropriate box:
[
]
Preliminary Information
Statement
[ ]
Confidential, for Use of
the Commission Only (as permitted by Rule 14c-5(d) (2))
[X]
Definitive Information
Statement
ACTIVE HEALTH FOODS,
INC.
(Name of Registrant as
Specified in Its Charter)
Payment of Filing Fee (check the appropriate
box):
[X]
No fee required
[ ]
Fee computed on table below
per Exchange Act Rules 14c-5(g) and 0-11.
(1)
Title of
each class of securities to which transaction applies:
__________________________________________________________________
(2)
Aggregate number of securities to which transaction applies:
__________________________________________________________________
(3)
Per unit
price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
__________________________________________________________________
(4)
Proposed
maximum aggregate value of transaction:
__________________________________________________________________
(5)
Total
fee paid:
__________________________________________________________________
[
]
Fee paid previously with
preliminary materials.
[
]
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1)
Amount
Previously Paid:
__________________________________________________________________
(2)
Form,
Schedule or Registration Statement No.:
__________________________________________________________________
(3)
Filing
Party:
__________________________________________________________________
(4)
Date
Filed:
__________________________________________________________________
Active Health Foods, Inc.
6185 Magnolia Ave., Suite
403
Riverside, CA 92506
INFORMATION
STATEMENT
WE ARE
NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
Dear Stockholders:
This information statement (“Information
Statement”) is being
furnished to holders of record of the common stock, par value
$0.001 per share (the “Common
Stock”), at the
close of business on July 11, 2013 of Active Health Foods, Inc., a
California corporation (the “Company”),
with respect to certain corporate actions of the Company.
This Information Statement is first being mailed or furnished
to the stockholders of the Company on or about July 29, 2013.
The purpose of this Information Statement is to notify
stockholders of the Company that, on July 11, 2013, the Company
received a written consent in lieu of a meeting of stockholders
from the holder of 1,910,675,200 shares of Common Stock
(representing 51.3% of the issued and outstanding shares of Common
Stock). The written consent adopted a resolution approving an
amendment to the Company’s articles
of incorporation decreasing the authorized number of common shares
of the Company and also approved the implementation of a 1 for
1,000 reverse split of our common stock.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS
ON JULY 11, 2013 ARE ENTITLED TO NOTICE OF THE CORPORATE
ACTION. STOCKHOLDERS WHO HOLD IN EXCESS OF 51.3% OF THE
COMPANY’S SHARES OF
VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE
VOTED IN FAVOR OF THE ACTION. AS A RESULT, THE ACTION HAS BEEN
APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF
THE COMPANY. THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A
DATE THAT IS AT LEAST 20 DAYS AFTER THE MAILING OF THIS INFORMATION
STATEMENT.
The Company’s board of
directors is not soliciting your proxy. This Information Statement
is being furnished to you solely for the purpose of informing
stockholders of the matters described herein in compliance with
Regulation 14C of the Securities Exchange Act of 1934, as amended.
The Company has asked brokers and other custodians, nominees
and fiduciaries to forward this Information Statement to the
beneficial owners of the Common Stock held of record by such
persons and will reimburse such persons for out-of-pocket expenses
incurred in forwarding such material.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gregory C. Manos
Gregory C. Manos
President
July 29,
2013
Active Health Foods, Inc.
6185
Magnolia Ave., Suite 403
Riverside,
CA 92506
INFORMATION STATEMENT
This information statement
(“Information
Statement”) is being
furnished to holders of record of the common stock, par value
$0.001 per share (the “Common
Stock”), at the
close of business on July 11, 2013 of Active Health Foods, Inc., a
California corporation (the “Company”),
with respect to certain corporate actions of the Company.
This Information Statement is first being mailed or furnished
to the stockholders of the Company on or about July 29, 2013.
ABOUT
THIS INFORMATION STATEMENT
What is the purpose of
this Information Statement?
This
Information Statement is being provided pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to notify
stockholders of the Company, as of the close of business on July
11, 2013 (the “Record
Date”), of the
corporate actions expected to be taken pursuant to the written
consent of a majority of the total voting power held by a
stockholder of the Company. A holder of a majority of the
total voting power of the Company’s common
stock has approved an amendment to the Company’s articles
of incorporation to increase the number of common shares authorized
to be issued by the Company and to cause a reverse split of the
common stock on the basis of 1 post split common share for each
1,000 common shares issued and outstanding before the reverse split
(the “Action”).
In order to eliminate the costs and management time involved
in holding a special meeting, and in order to effect the corporate
action as soon as possible, the Company decided to proceed with the
corporate action by obtaining the written consent of a stockholder
holding a majority of the voting power of the Company, in
accordance with California law.
Who is entitled to
notice?
All holders
of shares of Common Stock of record on the close of business on the
Record Date are entitled to notice of the Action.
On what corporate
matters did the principal stockholders vote?
One shareholder holds a
majority (approximately 51.3% of the total vote) of the issued and
outstanding voting common stock entitled to vote on the Action.
That stockholder has given his written consent to the
following:
·
For the approval of an amendment to the articles of
incorporation of the Company to approve the number of common shares
the Company will be authorized to issue to 50 million shares of
common stock and the number of preferred shares the Company will be
authorized to issue will be 10 million shares, after giving effect
to the reverse split.
·
For the approval of a reverse split of the Common
Stock of the Company on the basis of 1 post-split common share for
each 1,000 shares of common stock outstanding before the reverse
split.
What vote is required to approve the Action?
In order to
amend the articles of incorporation of the Company, the affirmative
vote of a majority of the voting common stock is required. On
July 11, 2013, one stockholder of the Company, holding in excess of
50 percent of the outstanding vote, gave his written consent in
favor of the Action. Under the General Corporation Law, as
amended, of the State of California, and in accordance with the
Bylaws of the Company, all activities requiring stockholder
approval may be taken by obtaining the written consent and approval
of holders of voting stock of the Company having a majority of the
total vote of shares authorized to vote on the matter, in lieu of a
meeting of the stockholders. Because one shareholder entitled
to cast a vote representing 1,910,675,200 shares of Common Stock
(which shares are equal to 51.3% of the total outstanding votes of
the Company on the Record Date), no action by the minority
stockholders in connection with the Action is required.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of the Record
Date, with respect to the beneficial ownership of the outstanding
common stock by (i) any holder of more than five percent, (ii) each
of the Company’s executive
officers, directors and director designees, and (iii) the
Company’s executive
officers, directors and director designees as a group.
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Name of Beneficial
Owner(1)
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Number Of Shares
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Percent Ownership
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Gregory C. Manos(2)
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1,910,675,200
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51.3%
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All Directors, Officers and Principal
Stockholders as a Group
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1,910,675,200
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51.3%
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Marusiak Family LLC
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268,250,000
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7.2%
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(1)
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The address of each shareholder is care of
Active Health Foods at the address of record unless otherwise
stated.
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(2)
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Gregory C. Manos, is the sole Director and
officer of Active Health Foods, Inc.
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ACTION
1
AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE
THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On July 11,
2013, the Company’s sole
member of the board of directors adopted a resolution declaring it
advisable to amend the Company’s articles
of incorporation to establish the number of common shares of the
Company authorized to be issued to 50,000,000 and the number of
preferred shares authorized to be issued to 10,000,000, following
the reverse split of the common stock on the basis of 1 new common
share for each 1,000 common shares outstanding before the reverse
split. On July 11, 2013, the Company received a written consent in
lieu of a meeting of stockholders from the holder of 1,910,675,200
shares of Common Stock having a vote of 51.3% of the total shares
entitled to vote, approving the Action. A copy of the
Articles of Amendment is attached as Appendix A hereto.
Purpose of the Action
Over the
course of the last several months, the Board of Directors has
discussed the availability of authorized common shares to be issued
by the Company in light of the current market price and trading
activity of the common shares of the Company on the OTCBB and the
rights of certain holders of convertible promissory notes to
convert at a price pegged to market price. As such, the Board
of Directors has determined that it is in the best interest of the
Company to adjust the authorized number of common shares in order
to meet the obligations of the Company under the terms of those
convertible promissory notes. Prior to the amendment, the
Company was authorized to issue 5,000,000,000 common shares, par
value $0.001, and 100,000,000 preferred shares, par value $0.001.
As a result of the 1 for 1,000 reverse split of the common
stock, the reduction in the number of outstanding common shares
will be from 3,721,938,061 to 3,721,938 shares and a provision for
5,000,000,000 common shares authorized is more than necessary.
Accordingly, the Board has determined to reduce the number of
post-reverse shares authorized to 50,000,000 common shares, par
value $0.001, and 10,000,000 preferred shares, par value
$0.001.
Effective Date of the
Amendment
The
Articles of Amendment of the Company will become effective upon the
filing of the certificate of amendment to the Company’s articles
of incorporation with the Secretary of State of the State of
California. Pursuant to Rule 14c-2 under the Exchange Act,
the foregoing Action may not become effective until a date that is
at least 20 days after the date on which this Information Statement
has been mailed to the stockholders of the Company, or August 16,
2013.
Dissenters’ Right of
Appraisal
Under
California law and the Company’s articles
of incorporation and bylaws, no stockholder has any right to
dissent to the proposed amendment to decrease the number of shares
that the Company is authorized to issue, and no stockholder is
entitled to appraisal of or payment for their shares of Common
Stock pursuant to the Action.
ACTION
2
The
Reverse Split
The Board
of Directors of the Company unanimously approved a reverse stock
split of all outstanding shares of our common stock at an exchange
ratio of one-for-one thousand (1:1,000). In addition, the Board
recommended approval of the reverse stock split and determined that
effecting such a reverse split is in the best interests of the
Company. The common stock of the Company currently trades at
an average daily price of less than $0.01 per share, which makes
transfer and clearing of shares even more difficult than the usual
problems dealing with penny stock in general. The reverse
split will become effective at 5:00 p.m. Eastern Standard time on
the day of the filing of the amendment to the Company’s
certificate of incorporation with the Secretary of State of the
State of California, which will occur approximately 20 days after
this Information Statement is mailed to our shareholders of record
on July 11, 2013, and after the Financial Industry Regulatory
Association (FINRA) has reviewed and accepted our Notice of
Corporate Action regarding the reverse split.
As a result of the one-for-one thousand reverse stock split, each
one thousand shares of outstanding common stock will be exchanged
for one new share of common stock. Except for adjustments that may
result from the treatment of fractional shares as described below,
each stockholder will hold the same percentage of outstanding
common stock immediately following the reverse stock split as such
stockholder held immediately prior to the reverse stock split.
Currently, we are authorized to issue up to a total of
5,000,000,000 shares of common stock and the Board has approved an
amendment to our Articles of Incorporation to decrease the
authorized shares of common stock to 50,000,000 shares after the
reverse split. In addition to the 3,721,938,061 pre-split
shares of common stock issued and outstanding on July 11, 2013, the
Board must reserve up to approximately 1,000,000,000 shares of
pre-split common stock which may be issued upon the exercise of
warrants, options or conversion rights contained in outstanding
convertible notes. Except with respect to the shares of common
stock issuable upon the exercise, at the option of the holder, of
any options, warrants or conversion rights contained in outstanding
convertible notes, at present the Board has no other commitment to
issue additional shares of common stock.
Reasons
for The Reverse Stock
Split
The Board
believes that the increased market price of the common stock
expected as a result of implementing the reverse stock split will
improve the marketability and liquidity of the common stock for our
shareholders and will encourage interest and trading in the common
stock. Because of the trading volatility often associated with
low-priced stocks, many brokerage houses and institutional
investors have internal policies and practices that either prohibit
them from investing in low-priced (sub-penny) stocks or tend to
discourage individual brokers from recommending low-priced stocks
to their customers. Some of those policies and practices may
function to make the processing of trades in low-priced stocks
economically unattractive to brokers. Additionally, because
brokers’ commissions
on low-priced stocks generally represent a higher percentage of the
stock price than commissions on higher-priced stocks, the current
average price per share of the common stock can result in
individual stockholders paying transaction costs representing a
higher percentage of their total share value than would be the case
if the share price were substantially higher. It should be noted
that the liquidity of the common stock may be adversely affected by
the reverse split given the reduced number of shares that would be
outstanding after the reverse stock split. The Board anticipates,
however, that the expected higher market price will reduce, to some
extent, the negative effects on the liquidity and marketability of
the common stock inherent in some of the policies and practices of
institutional investors and brokerage houses described above.
The Board
does not intend for this transaction to be the first step in a
series of plans or proposals of a "going private transaction"
within the meaning of Rule 13e-3 of the Securities Exchange Act of
1934, as amended. The Board has determined that the reverse stock
split is advisable and in the best interests of the Company and its
shareholders. Such determination was based upon certain factors,
including existing and expected marketability and liquidity of the
common stock, prevailing market conditions and the likely effect on
the market price of the common stock.
Effects of The Reverse
Stock Split
After the
effective date of the reverse stock split, each stockholder will
own a reduced number of shares of the common stock. However, the
reverse stock split will affect all of our common stockholders
uniformly and will not affect any stockholder’s percentage
ownership interests, except to the extent that the reverse split
results in any of the stockholders owning a fractional share as
described below. Proportionate voting rights will not change in a
reverse stock split (other than as a result of rounding up to the
nearest whole share in lieu of fractional shares). For example, a
holder of 2% of the voting power immediately prior to the reverse
stock split would continue to hold 2% of the voting power
immediately after the reverse stock split. The number of
stockholders of record will not be affected by the reverse stock
split. The approximate number of shares of our common stock that
will be outstanding as a result of the reverse stock
split without accounting for fractional shares which will be
rounded up to the nearest whole share and without accounting for
possible future issues of common stock as a result of the exercise
of conversions rights, acquisitions or other dilutive actions, will
be 3,721,938 shares.
Approximately 1,000,000
shares (after giving effect to the reverse stock split) will be
reserved for issuance pursuant to the outstanding options and
warrants and conversion rights contained in outstanding convertible
notes. Although the reverse stock split will not affect the rights
of stockholders or any stockholder’s
proportionate equity interest in us (subject to the treatment of
fractional shares), the number of authorized shares of common stock
will be reduced from the current 5,000,000,000 common shares to
50,000,000 common shares. This will decrease significantly the
ability of the Board to issue authorized and unissued shares
without further stockholder action. The issuance in the future of
such additional authorized shares may have the effect of diluting
the earnings per share and book value per share, as well as the
stock ownership and voting rights, of the currently outstanding
shares of common stock. We currently do not have any plans to issue
additional shares of common stock, other than upon exercise of
outstanding options and warrants and conversion rights, or in
connection with planned or other acquisitions. Under the
terms of the outstanding convertible debt, the reverse stock split
will effect a reduction in the number of shares of common stock
issuable upon exercise or conversion of such debt in proportion to
the exchange ratio of the reverse stock split and will effect a
proportionate increase in the exercise or conversion price of such
outstanding debt. None of the rights currently accruing to holders
of our outstanding convertible debt would be affected by the
reverse stock split. The reverse stock split may increase the
number of stockholders who own "odd lots" of less than 100 shares
of common stock. Brokerage commissions and other costs of
transactions in odd lots are generally higher than the costs of
transactions of more than 100 shares of common stock. The common
stock is currently registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and we are subject to the
periodic reporting and other requirements of the Exchange Act. The
reverse stock split will not affect the registration or the holding
period of the common stock under the Exchange Act. Following the
reverse stock split, the common stock will continue to be quoted on
the OTCBB.
Effective
Date
The reverse
stock split will become effective as of 5:00 p.m. Eastern Standard
time on the effective date of the filing of a certificate of
amendment to our certificate of incorporation with the offices of
the Secretary of State of the State of California or approximately
August 19, 2013. Except as explained below with respect to
fractional shares, on the effective date, shares of common stock
issued and outstanding immediately prior thereto will be combined
and converted into new shares of common stock in accordance with
the reverse stock split ratio.
Fractional
Shares
Our
transfer agent may act as exchange agent for purposes of
implementing the exchange of stock certificates. Such person is
referred to as the "Exchange Agent." No fractional shares of common
stock will be issued as a result of the reverse stock split.
Instead, stockholders who otherwise would be entitled to receive
fractional shares, upon surrender to the Exchange Agent of such
certificates representing such fractional shares, will be entitled
to receive an additional share by rounding up to the nearest whole
number of shares.
Exchange of Stock
Certificates
After the
effective date of the reverse stock split, holders of pre-reverse
split common shares may, but are not required to, surrender to the
Exchange Agent certificates representing pre-reverse split shares
in exchange for certificates representing post-reverse split common
shares. No new certificates will be issued to a stockholder until
such stockholder has surrendered such stockholder’s
outstanding certificate(s). Stockholders should not destroy any
stock certificate which after the reverse stock split will
represent that number of shares into which the shares represented
by the old certificate have been combined and converted.
Stockholders who wish to exchange their old certificates for new
certificates should contact our Transfer Agent, Holladay Stock
Transfer Co., Inc., 2939 N. 67th Place, Suite C,
Scottsdale, AZ 85251, Telephone (480) 481-3940 and speak to
Tom.
Accounting
Consequences
The par
value per share of common stock will remain unchanged at $0.001 per
share after the reverse stock split. As a result, on the effective
date of the reverse split, the stated capital on the
Company’s balance
sheet attributable to the common stock will be reduced
proportionally, based on the one-to-one thousand exchange ratio of
the reverse stock split, from its present amount, and additional
paid-in capital account will be credited with the amount by which
the stated capital is reduced. The per share common stock net
income or loss and net book value will be increased because there
will be fewer shares of common stock outstanding. It is not
anticipated that any other accounting consequences would arise as a
result of the reverse stock split.
No Appraisal
Rights
Under the
California General Corporation Law, our stockholders are not
entitled to dissenter’s rights
with respect to the amendment to our certificate of incorporation
to affect the reverse split, and the Company will not independently
provide the stockholders with any such right.
Certificates representing shares of common stock, pre-reverse stock
split, that contain a restrictive legend will be exchanged for
common stock, post-reverse stock split with the same restrictive
legend. As applicable, the time period during which a
stockholder has held the common stock, pre-reverse stock split,
will be included in the time period during which such stockholder
actually holds the common stock, post-reverse stock split, received
for the purposes of determining the term of the restrictive period
applicable to the common stock, post-reverse stock split.
Material U.S. Federal Income Tax
Considerations of the Reverse Stock Split.
The
following is a summary of material U.S. federal income tax
considerations of the reverse stock split. It addresses only
stockholders who hold the pre-reverse split shares and post-reverse
split shares as capital assets. It does not purport to be complete
and does not address stockholders subject to special rules, such as
financial institutions, tax-exempt organizations, insurance
companies, dealers in securities, mutual funds, foreign
stockholders, stockholders who hold the pre-reverse split shares as
part of a straddle, hedge, constructive sale or conversion
transaction, stockholders who hold the pre-reverse split shares as
qualified small business stock within the meaning of Section 1202
of the Internal Revenue Code of 1986, as amended (the "Code"),
stockholders who are subject to the alternative minimum tax
provisions of the Code, and stockholders who acquired their
pre-reverse split shares pursuant to the exercise of employee stock
options or otherwise as compensation. This summary is based upon
current law, which may change, possibly even retroactively. It does
not address tax considerations under state, local, foreign, and
other laws (including other U.S. federal tax laws). Furthermore, we
have not obtained a ruling from the Internal Revenue Service or an
opinion of legal or tax counsel with respect to the consequences of
the reverse stock split.
EACH
STOCKHOLDER IS ADVISED TO CONSULT HIS OR HER TAX ADVISOR AS TO HIS
OR HER OWN SITUATION AND THE PARTICULAR FEDERAL, STATE, LOCAL OR
FOREIGN INCOME OR OTHER TAX CONSEQUENCES OF THE REVERSE STOCK
SPLIT
The reverse
stock split is intended to constitute a re-organization within the
meaning of Section 368 of the Code and is not part of a plan to
increase periodically a stockholder’s
proportionate interest in the assets or earnings and profits of the
Company. Assuming the reverse split qualifies as a re-organization,
a stockholder generally will not recognize gain or loss on the
reverse stock split. The aggregate tax basis of the post-reverse
split shares received will be equal to the aggregate tax basis of
the pre-reverse split shares exchanged therefor, and the holding
period of the post-reverse split shares received will include the
holding period of the pre-reverse split shares exchanged therefor.
No gain or loss will be recognized by us as a result of the reverse
stock split.
The Company’s opinion is
not binding upon the Internal Revenue Service or the courts, and
there can be no assurance that the Internal Revenue Service or the
courts will accept the positions expressed above.
No Meeting of
Stockholders Required.
The Company
is not soliciting any votes with regard to the Action. The
principal stockholder that has consented to the Action holds a
majority of the total issued and outstanding shares of voting
capital stock and, accordingly, such principal stockholders has
sufficient shares to approve the Action.
TRANSACTIONS WITH
RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS.
For the
fiscal year ending on December 31, 2012, there were no transactions
with related persons required to be disclosed in this Information
Statement other than items already disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2012.
PROPOSALS BY SECURITY
HOLDERS.
No security
holder has requested the Company to include any additional
proposals in this Information Statement.
INTEREST OF CERTAIN
PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED
UPON.
No officer,
director or director nominee of the Company has any substantial
interest in the matters to be acted upon, other than in his role as
an officer, director or director nominee of the Company. No
director of the Company has informed the Company that he intends to
oppose the proposed actions to be taken by the Company as set forth
in this Information Statement.
ADDITIONAL
INFORMATION.
The Company
files reports with the Securities and Exchange Commission (the
“SEC”).
These reports include annual and quarterly reports, as well
as other information the Company is required to file pursuant to
securities laws. You may read and copy materials the Company
files with the SEC at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC at http://www.sec.gov.
DELIVERY OF DOCUMENTS
TO SECURITY HOLDERS SHARING AN ADDRESS.
Only one Information
Statement is being delivered to multiple security holders sharing
an address unless the Company received contrary instructions from
one or more of the security holders. The Company shall
deliver promptly, upon written or oral request, a separate copy of
the Information Statement to a security holder at a shared address
to which a single copy of the document was delivered. A
security holder can notify the Company that the security holder
wishes to receive a separate copy of the Information Statement by
sending a written request to the Company at 6185 Magnolia Ave.,
Suite 403, Riverside, CA 92506, Telephone (951) 360-9970. A security holder may
utilize the same address and telephone
number to request either separate copies or a single copy for a
single address for all future information statements, proxy
statements and annual reports.
.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/
Gregory C. Manos
Gregory C.
Manos
President
and Chief Executive Officer
July 29, 2013
APPENDIX A
CERTIFICATE
OF AMENDMENT
OF
ARTICLES OF
INCORPORATION
FOR
ACTIVE
HEALTH FOODS, INC.
Active Health Foods, Inc., a corporation, organized and existing
under and by virtue of the laws of the State of California, does
hereby certify:
FIRST: That at a meeting of the Board of Directors of
Active Health Foods, Inc. held on July 11, 2013, the following
Resolution was duly adopted:
RESOLVED, that the Articles of Incorporation of this
Corporation be amended by changing the Article thereof numbered
"IV" so that, as amended, said Article shall be and read as
follows:
This Corporation shall be authorized to issue 50,000,000 shares of
common stock, par value $0.001, and 10,000,000 shares of preferred
stock, par value $0.001. The common stock shall have equal
voting rights on all matters requiring a vote of shareholders,
including the election of directors. The Board of Directors
is authorized to determine or to alter the rights, preferences,
privileges and restrictions granted to or imposed upon the shares
of preferred stock authorized to be issued.
SECOND:
That the foregoing amendment of the Articles of
Incorporation has been duly approved by the required vote of the
common shareholders in accordance with Section 902, California
Corporation Code. The total number of authorized shares of
voting common stock is 5,000,000,000, of which 3,721,938,061 have
been issued. The number of shares voting in favor of the
amended was 1,910,675,200, or 51.3%, exceeding the 50 percent vote
required in order to approve the amendment.
I declare, under penalties of perjury under the laws of the
State of California, that the matters set forth in this certificate
are true and correct, of my own knowledge.
Dated this ___ day of August, 2013
By:_______________________________________
Title: Chief Executive
Officer/President and Secretary
Name: Gregory C. Manos
