Attached files
file | filename |
---|---|
EX-99.1 - ACTIVE - SUBSCRIPTION AGREEMENT - Active Health Foods, Inc. | ahf_subscriptionagreement.htm |
EX-5.1 - ACTIVE - LEGAL OPINION - Active Health Foods, Inc. | ahf_legalopinion.htm |
EX-3.3 - ACTIVE - BYLAWS - Active Health Foods, Inc. | ahf_bylaws.htm |
EX-99.2 - ACTIVE - TRADEMARK REGISTRATION - Active Health Foods, Inc. | ahf_trademarkregistration.htm |
EX-23.1 - ACTIVE - ATTORNEY CONSENT - Active Health Foods, Inc. | ahf_atty-consent.htm |
EX-3.2 - ACTIVE - AMENDED ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_amendedarticles.htm |
EX-23.2 - ACTIVE - AUDITOR CONSENT - Active Health Foods, Inc. | ahf_auditor-consent.htm |
EX-3.1 - ACTIVE - ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_articles.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
Active
Health Foods, Inc.
|
|||
(Exact
Name of registrant in its charter)
|
|||
California
|
5149
|
26-1736663
|
|
(State
or jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
|
6185
Magnolia Ave., Suite 403
|
|||
Riverside,
CA 92506
|
|||
Telephone: (626)
335-7750 Fax: (626)
335-7750
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|||
(Address
and telephone number of principal executive offices)
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|||
Greg
Manos, President
Active
Health Foods, Inc.
6185
Magnolia Ave., Suite 403
Riverside,
CA 92506
|
|||
Telephone: (951)
360-9970 Fax: (626)
335-7750
|
|||
(Name,
address and telephone number of agent for service)
|
|||
Copies to:
Joseph
D. MacKenzie
Attorney
at Law
8350
Wilshire Blvd., Suite 200
Beverly
Hills, CA 90211-2348
nbdc@onebox.com
|
|||
Approximate
date of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If any of
the securities being registered are being offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box [ ]
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective Registration Statement for the same
offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
Indicate
by a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accredited filer or a smaller reporting
company.
Large
accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer
[ ] Smaller reporting company
[X]
CALCULATION
OF REGISTRATION FEE
Tile
of each class of securities to be registered
(1)
|
Dollar
amount to be registered
|
Proposed
maximum offering price per share (2)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee (3)
|
Common
Stock (par value $0.001)
|
$300,000.00
|
$0.10
|
$300,000.00
|
|
(1)
|
This
registration statement covers the sale by the Company of up to an
aggregate of up to 3,000,000 shares of Active Health Foods, Inc. common
stock.
|
|
(2)
|
This
is an initial offering of securities by the registrant and no current
trading market exists for our common stock. The Offering price of the
common stock offered hereunder has been arbitrarily determined by the
Company and bears no relationship to any objective criterion of
value. The price does not bear any relationship to the assets,
book value, historical earnings or net worth of the Company. In
determining the Offering Price, the Company considered such factors as the
prospects, if any, of similar companies, the previous experience of
management, the Company's anticipated results of operations, the present
financial resources of the Company, and the likelihood of acceptance of
this Offering.
|
|
(3)
|
Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(o) under the Securities Act of 1933, as
amended.
|
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act
of 1933
or until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
The information in this
document is not complete and may be changed.
The
Company may not sell the securities offered by this document until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities, and the
Company is not soliciting an offer to buy these securities in any state or other
jurisdiction where the offer or sale is not permitted. Neither the Securities
and Exchange Commission nor any state securities commission has approved or
disapproved these securities or determined if this Prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense. There is no established public market for Active Health
Foods, Inc. and Active Health Foods, Inc. is not currently listed or quoted on
any quotation service. The offering price has been arbitrarily
determined. The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective.
Prospectus
Active
Health Foods, Inc.
3,000,000
Shares of Common Stock
$0.10 per
share
Investing
in Active Health Foods, Inc. common stock involves risks which are described in
the “Risk Factors” section within this Prospectus.
This is a
direct primary offering by Active Health Foods, Inc. (“AHF” or the “Company”) on
a self-underwritten basis, with a minimum of 250,000 and a maximum of 3,000,000
shares of its common stock, at a price of $0.10 per share, being offered. The
shares are intended to be sold directly through the efforts of Gregory Manos,
our sole officer and director. Management is not entitled to participate in this
offering. The intended methods of communication include, without limitation,
telephone and personal contacts. For more information, see the
section titled "Plan of Distribution" on page 14 herein.
The
proceeds from the sale of the shares in this offering will be payable to Active
Health Foods, Inc., which shall open a separate bank account for deposit of the
proceeds until the Minimum Offering has been reached. All subscription funds
will be held in a non-interest bearing bank account pending the achievement of
the Minimum Offering and no funds shall be released to the Active Health Foods,
Inc. general operating account until such a time as the minimum proceeds are
raised. If the Minimum Offering is not achieved within 180 days of the date of
this prospectus, all subscription funds will be returned to investors promptly
without interest or deduction of fees. The Company shall have the right, in its
sole discretion, to extend the initial offering period an additional 180 days.
Should the offering be extended, each investor shall be notified within 30 days
thereafter in writing via U. S. Mail at the address provided on their
Subscription Agreement. See the section entitled "Plan of Distribution” on page
14 herein.
This
offering may terminate on the earlier of: (i) the date when the sale of all
3,000,000 shares is completed, (ii) anytime after the Minimum Offering of
250,000 shares of common stock is achieved, or (ii) 180 days from the effective
date of this document, or any extension thereto.
Prior to
this offering, there has been no public market for Active Health Foods, Inc.'s
common stock. We are a development stage company which currently has
limited operations and has not generated any significant revenue. Therefore, any
investment involves a high degree of risk.
THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN
AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. PLEASE SEE THE SECTION OF THIS
PROSPECTUS TITLED “RISK FACTORS” COMMENCING ON PAGE 8.
Number
of Shares
|
Offering
Price
|
Underwriting
Discounts & Commissions
|
Proceeds
to the Company
|
|
Per
Share
|
1
|
$0.10
|
$0.00
|
$0.10
|
Minimum
|
250,000
|
$25,000
|
$0.00
|
$25,000
|
Maximum
|
3,000,000
|
$300,000
|
$0.00
|
$300,000
|
This
Prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date
of this Prospectus is February 3, 2010
TABLE
OF CONTENTS
PAGE
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|||
Item
3: Summary Information and Risk Factors
|
4
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||
Item
4: Use of Proceeds
|
12
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||
Item
5: Determination of Offering Price
|
13
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||
Item
6: Dilution
|
13
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||
Item
7: Selling Security Holders
|
14
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||
Item
8: Plan of Distribution
|
14
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||
Item
9: Description of Securities to be Registered
|
15
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Item
10: Interests of Named Experts and Counsel
|
17
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Item
11: Information with Respect to the Registrant
|
17
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Description
of Business
|
17
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Description
of Property
|
22
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||
Legal
Proceedings
|
23
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||
Market
Price and Dividends on Registrant’s Common Equity and Stockholder
Matters
|
23
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||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
24
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||
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
25
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||
Directors,
Executive Officers, Promoters and Control Persons
|
25
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Executive
Compensation
|
27
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||
Security
Ownership of Certain Beneficial Owners and Management
Transactions
with Related Persons, Promoters and Control Persons
|
27
28
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||
Item
12: Incorporation of Certain Materials by
Reference
Item
12A: Disclosure of Commission Position on
Indemnification
|
28
28
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||
Financial
Statements
|
29-48
|
||
Item
13: Other Expenses of Issuance and Distribution
|
49
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||
Item
14: Indemnification of Officers and Directors
|
49
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||
Item
15: Recent Sales of Unregistered Securities
|
49
|
||
Item
16: Exhibits and Financial Statements Schedules
|
50
|
||
Item
17: Undertakings
Signatures
|
50
51
|
||
ITEM 3 – SUMMARY INFORMATION
AND RISK FACTORS
PROSPECTUS
SUMMARY INFORMATION
Company
Business Overview
Active
Health Foods, Inc. (“AHF” or the “Company”), was incorporated in the State of
California on January 9, 2008 under the same name.
Active
Health Foods, Inc. is a California corporation and developmental stage company
with a principal business objective of providing competitively priced, premium
quality, organic energy bars. Active Health Foods, Inc. has developed the brand
name “Active XTM” for
its energy bars. The term “Active XTM” was
trademarked by the company on May 6, 2008 (Exhibit 99.2). Active
XTM
energy bars are very moist, 100% organic and 100% natural, made from a
proprietary formula developed by and exclusive to Active Health Foods, Inc. This
proprietary blend only uses high quality natural and organic ingredients. Active
XTM
energy bars come in four flavors:
► Almond
Chocolate Delight
► Peanut
Butter Chocolate Joy
► Cashew
Berry Dream
► Coconut
Cocoa Passion
In
addition, Active Health Foods, Inc. has developed an energy bar specifically
targeted for dialysis patients because of its high protein content. This
particular kidney patient energy bar is likewise very moist and flavorful, made
with both 100% organic and 100% natural ingredients, from a proprietary formula
developed by and exclusive to Active Health Foods, Inc. This proprietary blend
only uses high quality natural and organic ingredients. This Active XTM
energy bar comes in one flavor at this time:
► Double
Chocolate Chip
Each
standard and renal energy bar is 1.8 net ounces and comes wrapped in a
distinctive, decorated full color wrapping, the designs of which have been
completed, produced and used in sales. Each flavor is packaged into a full color
decorated display box, which is specifically designed to be used as a counter
display for the retailer. The designs of the boxes have been completed, produced
and used in sales. Each uniquely designed display box holds 16 bars. There are
eight display boxes to a case, for a total of 128 bars per case.
Active
Health Foods, Inc. has the standard Active XTM bars
produced in the state of Oregon by Betty Lou’s, Inc., 750 South East Booth Bend
Road, McMinnville, Oregon. The dialysis patient Active XTM bar
is produced by Noble Foods, Inc., 250-A Avro Pointe Claire, Quebec Province,
Canada. We do not have any written contracts with either of these
companies.
The
company Think, Plan, Deliver, 1010 #B Southwest Eleventh Ave., Portland, Oregon
produces the wrappings and boxes for Active Health Foods, Inc. from designs
developed by and exclusive to Active Health Foods, Inc. Once produced, the wraps
and boxes are shipped directly to the production facilities in Oregon and Canada
that make the energy bars using the proprietary formula developed by and
exclusive to Active Health Foods, Inc. We do not have any written contracts with
this company.
Following
production of the Active XTM
bars, in whichever location they are produced, unless the energy bars are
shipped directly to distributors or retailers, the Company will have the bars
shipped to a local warehouse to be stored until further consignment to
vendors.
Active
Health Foods, Inc. has identified a management company with a network of both
brokers and distributors across the United States that will sell to retail
outlets including, but not limited to, health food stores, gyms, and dialysis
centers, as well as any other location it is appropriate and viable for
marketing Active XTM
energy bars. It is the intent of Active Health Foods, Inc. to retain this
management company once there is sufficient working capital generated for steady
production of the Active XTM
bars.
We are a
small, start-up company that lacks a stable customer base. Since our
inception on January 9, 2008 to the present, we have generated only nominal
revenues. We believe that the funds expected to be received from the minimum
sale of our common equity will be sufficient to finance our efforts to become
operational and carry us through the next twelve (12) months. There can be no
assurance that the actual expenses incurred will not materially exceed our
estimates. As a result, our independent auditors have
expressed
substantial doubt about our ability to continue as a going
concern. If we do not produce sufficient cash flow to support our
operations over the next 12 months, we may need to raise additional capital by
issuing capital stock in exchange for cash in order to continue as a going
concern. There are no formal or informal agreements to obtain such
financing. We cannot assure you that any financing can be obtained
or, if obtainable, that it will be on reasonably acceptable terms.
We have
filed this registration statement in an effort to become a fully reporting
company with the Securities and Exchange Commission in order to enhance our
ability to raise additional working capital. There is currently no public market
for our common stock. We are currently in discussions, or will soon commence
discussions, with various market makers in order to arrange for an application
to be made with respect to our common stock for approval for quotation on the
Over-the-Counter Bulletin Board (OTCBB) upon the effectiveness of this
prospectus and closure of the offering.
Personnel
Active
Health Foods, Inc. currently has one individual acting as the sole officer and
director of the company. This individual allocates time and personal
resources to the Company on a part-time basis.
Outstanding
Shares
As of the
date of this prospectus, AHF has 22,750,000shares of $0.001 par value common
stock issued and outstanding to three shareholders.
Fiscal
Year End
Active
Health Foods, Inc.’s fiscal year end is December 31.
The
Offering
This is a
direct primary offering by Active Health Foods, Inc., on a self-underwritten
basis, with a minimum of 250,000 and a maximum of 3,000,000 shares of its common
stock, at a price of $0.10 per share, being offered. The proceeds from the sale
of the shares in this offering will be payable to Active Health Foods, Inc. We
intend to open a standard, non-interest bearing, bank account to be used only
for the deposit of funds received from the sale of the shares in this offering.
If the minimum number of shares in this offering are not sold by the expiration
date of this offering, the funds will be promptly returned to the investors,
without interest or deduction.
All
subscription funds will be held by Active Health Foods, Inc. in a separate bank
account, to be opened specifically for the purposes of this offering, pending
the achievement of the Minimum Offering and no funds will be released to Active
Health Foods, Inc. general account until such time as the minimum proceeds are
raised (see the section titled “Plan of Distribution” on page 14 herein). Any
additional proceeds received after the Minimum Offering is achieved will be
immediately released to the Company once they have cleared the bank. The
offering may terminate on the earlier of: (i) the date when the sale of all
3,000,000 shares is completed, (ii) anytime after the minimum offering of
250,000 shares of common stock is achieved, or (ii) 180 days from the effective
date of this document, or any extension thereto.
If the
Minimum Offering is not achieved within 180 days of the date of this prospectus,
all subscription funds will be returned to investors promptly without interest
or deduction of fees unless the Company extends the offering period an
additional 180 days. Should the offering be extended, each investor shall be
notified within 30 days thereafter, in writing, via U. S. Mail at the address
provided on their Subscription Agreement. The Company will deliver stock
certificates attributable to shares of common stock purchased directly to the
purchasers within ninety (90) days of the close of the offering, or as soon
thereafter as practicable.
The
offering price of the common stock has been determined arbitrarily and bears no
relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net
worth.
Active
Health Foods, Inc. will apply the proceeds from the offering to pay for
accounting fees, legal and professional fees, sales and marketing, and for
general working capital which includes, but is not limited to, production and
distribution of our product, maintaining inventory, office equipment and
furniture, office supplies, rent, utilities, and salaries.
Active
Health Foods, Inc. has identified Holladay Stock Transfer, Inc., 2939 N. 67th
Place, Scottsdale, Arizona, with a telephone number of (480) 481-3940, as the
transfer agent we intend to retain once the offering is closed.
The
purchase of the common stock in this offering involves a high degree of risk.
The common stock offered in this prospectus is for investment purposes only and
currently no market for our common stock exists. Please refer to the
sections titled “Risk Factors” on page 8 and “Dilution” on page 13 before making
an investment in this stock.
Summary
Financial Information
The
following tables set forth summary financial data derived from our financial
statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
Statements
of Operations:
ACTIVE
HEALTH FOODS, INC.
|
|||||||||||||||
(A
Development Stage Company)
|
|||||||||||||||
Statements
of Operation
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
From
|
From
|
||||||||||||||
Inception
on
|
Inception
on
|
||||||||||||||
|
For
the Three
|
For
the Three
|
For
the Nine
|
January
9,
|
January
9,
|
||||||||||
Months
Ended
|
Months
Ended
|
Months
Ended
|
2008
Through
|
2008
Through
|
|||||||||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
|||||||||||
REVENUES
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
16,764
|
$
|
16,764
|
|||||
COST
OF SALES
|
-
|
-
|
-
|
12,093
|
12,093
|
||||||||||
GROSS
PROFIT
|
-
|
-
|
-
|
4,671
|
4,671
|
||||||||||
OPERATING
EXPENSES
|
|||||||||||||||
Impairment
of intangible assets
|
-
|
-
|
-
|
-
|
64,502
|
||||||||||
General
and administrative
|
2,108
|
4,225
|
5,908
|
214,272
|
228,871
|
||||||||||
Total
Operating Expenses
|
2,108
|
4,225
|
5,908
|
214,272
|
293,373
|
||||||||||
LOSS
FROM OPERATIONS
|
(2,108)
|
(4,225)
|
(5,908)
|
(209,601)
|
(288,702)
|
||||||||||
OTHER
INCOME
|
|||||||||||||||
Interest
expense
|
(1,192)
|
(1,030)
|
(3,238)
|
(1,178)
|
(6,476)
|
||||||||||
Gain
on extinguishment of debt
|
-
|
-
|
-
|
500
|
500
|
||||||||||
Total
Other Income (Expense)
|
(1,192)
|
(1,030)
|
(3,238)
|
(678)
|
(5,976)
|
||||||||||
NET
LOSS
|
$
|
(3,300)
|
$
|
(5,255)
|
$
|
(9,146)
|
$
|
(210,279)
|
$
|
(294,678)
|
|||||
BASIC
LOSS PER SHARE
|
(0.00)
|
(0.01)
|
(0.00)
|
(0.21)
|
|||||||||||
WEIGHTED
AVERAGE
|
|||||||||||||||
NUMBER
OF COMMON SHARES
|
|||||||||||||||
OUTSTANDING
|
5,019,022
|
1,000,000
|
2,354,396
|
997,765
|
|||||||||||
Balance
Sheet
ACTIVE
HEALTH FOODS, INC.
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance
Sheets
|
||||||||
ASSETS
|
||||||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
|
|||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$
|
2,642
|
$
|
17
|
||||
Total
Current Assets
|
2,642
|
17
|
||||||
TOTAL
ASSETS
|
$
|
2,642
|
$
|
17
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable and accrued expenses
|
$
|
-
|
$
|
1,197
|
||||
Related
party-payable
|
10,000
|
-
|
||||||
Note
payable, current
|
7,370
|
7,639
|
||||||
Total
Current Liabilities
|
17,370
|
8,836
|
||||||
LONG-TERM
LIABILITIES
|
||||||||
Notes
payable, net of discount
|
$
|
36,697
|
$
|
39,140
|
||||
Total
Long-term Liabilities
|
36,697
|
39,140
|
||||||
TOTAL
LIABILITIES
|
$
|
54,067
|
$
|
47,976
|
||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Common
stock;100,000,000 shares authorized,
|
||||||||
at
$0.001 par value, 22,750,000 and 1,000,000
|
||||||||
shares
issued and outstanding, respectively
|
3,850
|
100
|
||||||
Additional
paid-in capital
|
239,403
|
237,473
|
||||||
Deficit
accumulated during the development stage
|
(294,678)
|
(285,532)
|
||||||
Total
Stockholders' Equity (Deficit)
|
(51,425)
|
(47,959)
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS'
|
|
|
||||||
EQUITY
(DEFICIT)
|
$
|
2,642
|
$
|
17
|
Blank
Check Issue
We are
not a blank check corporation. Section 7(b)(3) of the Securities Act of 1933, as
amended, defines the term “blank check company” to mean any development stage
company that is issuing a penny stock that “(A) has no specific plan or purpose,
or (B) has indicated that its business plan is to merge with an unidentified
company or companies.” We have a specific plan and purpose. Our business purpose
and our specific plan are delineated herein in detail. In Securities Act Release
No. 6932 which adopted rules relating to blank check offerings, the Securities
and Exchange Commission stated in II DISCUSSION OF THE RULES, A. Scope of Rule
419, that “Rule 419 does not apply to . . . start-up companies with specific
business plans. . . even if operations have not commenced at the time of the
offering.” Further, we have no plans to be acquired by or to merge with any
unidentified company or companies.
Special
Note Regarding Forward Looking Statements
The
Securities and Exchange Commission (“SEC”) encourages companies to disclose
forward-looking information so that investors can better understand future
prospects and make informed investment decisions. This Prospectus contains these
types of statements. Words, in their singular or plural form, such as “may”,
“expect”, “believe”, “intend”, “plan”, “anticipate”, “estimate”, “project”,
“continue” or their derivatives or comparable terminology used in connection
with any discussion of future operating results or financial performance
identify forward-looking statements. You are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of
this Prospectus. All forward-looking statements reflect our present expectation
of future events and are subject to a number of important factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The factors listed in the “Risk
Factors” section on page 8 of this Prospectus, as well as any cautionary
language in this Prospectus, provide examples of these risks and uncertainties.
The safe harbor for forward-looking statements is not applicable to this
offering pursuant to Section 27A of the Securities Act of 1933.
This
Prospectus contains forward-looking statements about our business, financial
condition and prospects that reflect our management’s assumptions and beliefs
based on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be
realized. If any of our assumptions should prove incorrect, or if any of
the risks and uncertainties underlying such expectations should materialize, the
actual results may differ materially from those indicated by the forward-looking
statements.
The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of the proposed
products that we expect to market, our ability to establish a substantial
customer base, management’s ability to raise capital in the future, the
retention of key employees and changes in the regulation of the industry in
which we function.
CORPORATE
ADDRESS AND TELEPHONE NUMBER
Active
Health Foods, Inc.’s operations and corporate offices are located at 6185
Magnolia Ave., Suite 403, Riverside, CA 92506, with a telephone number of (951)
360-9970.
RISK
FACTORS
Investment
in the securities offered herein is speculative, involves a high degree of
uncertainty, is subject to a number of risks and is suitable only for investors
of substantial financial means. Prospective investors should
carefully consider the following risk factors in addition to the other
information contained in this Prospectus, before making an investment decision
concerning the common stock offered in this Prospectus. Only those investors who
are prepared to potentially risk a total financial loss of their investment in
this company should consider investing. Any of the following risks could have a
material adverse effect on the Company’s business, financial condition,
operations or prospects and cause the value of our common stock to decline,
which could cause you to lose all or part of your investment. When determining
whether to invest, you should also refer to and consider the other information
in this Prospectus, including, but not limited to, the financial statements and
related notes.
The
factors set forth below, along with the other information contained herein,
should be considered carefully in evaluating our prospects. Further, this
document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, goals, objectives, expectations
and intentions. The cautionary statements made in this section apply to all
forward-looking statement wherever they appear in this document. Readers are
cautioned that, while the forward-looking statements reflect our good faith
beliefs, they are not guarantees of future performance, and involve risks and
uncertainties. In addition, actual results could differ materially from those
discussed herein and our business, our financial condition or the results of
operations could be materially and adversely affected. In such case, some of the
factors that could cause or contribute to such differences include those
discussed below, as well as those discussed elsewhere in this document. In the
event that actual results do not meet expectations, there could be a consequent
negative effect on the position of investors.
Active
Health Foods, Inc.’s operations depend solely on the efforts Gregory Manos, the
sole officer and director of the Company. Mr. Manos has no experience
related to public company management. Because of this, we may be
unable to offer and sell the shares in this offering, develop our business or
manage our public reporting requirements. The Company cannot guarantee that it
will be able to overcome any such obstacles.
Gregory
Manos, our sole officer and director, is involved in other employment
opportunities and may periodically face a conflict in selecting between Active
Health Foods, Inc. and other personal and professional interests. The Company
has not formulated a policy for the resolution of such conflicts, should they
occur. If the Company loses Mr. Manos to other pursuits without a sufficient
warning, the Company may, consequently, go out of business.
The
following are risk factors which are directly related to the Company’s business,
financial condition and this offering. Investing in our securities involves a
high degree of risk and you should not invest in these securities unless you can
afford to lose your entire investment. You should read these risk factors in
conjunction with other more detailed disclosures located elsewhere in this
Prospectus.
IF WE ARE UNABLE TO CONTINUE
AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR
INVESTMENT
As of the
date of this Prospectus, we have commenced operations and generated limited
revenues. From inception on January 9, 2008 until December 31, 2008, the end of
our fiscal year, we had sales of $16,764. From inception on January 9, 2008 up
to the period ending September 30, 2009, we had total sales of $16,764.Taking
these facts into account, our independent registered public accounting firm has
expressed substantial doubt about our ability to continue as a going concern in
the independent registered public accounting firm’s report to the financial
statements included in the registration statement, of which this prospectus is a
part. If our business fails, the investors in this offering may face a complete
loss of their investment.
BECAUSE WE HAVE ONLY
RECENTLY COMMENCED BUSINESS OEPRATIONS, WE FACE A HIGH RISK OF BUSINESS
FAILURE
We were
incorporated on January 9, 2008. As of December 31, 2008, the end of our fiscal
year, we had revenues of $16,764. From inception on January 9, 2008 up to the
period ending September 30, 2009, we had total revenues of $16,764. We have no
significant operating history nor do we have anyone experienced in managing a
public company. There is no assurance that we will be able to maintain any
sustainable operations. It is not possible at this time to predict success with
any degree of certainty due to problems associated with the commencement of new
business. An investor should consider the risks, expenses and uncertainties that
a developing company like ours faces. Potential investors should be aware that
there is a substantial risk of failure associated with any new business venture
as a result of problems encountered in connection with the commencement of new
operations. These problems include, but are not limited to, an unstable economy,
unanticipated problems relating to the entry of new competition, unanticipated
moves by existing competition and unexpected additional costs and expenses that
may exceed current estimates. Also, to date, we have completed only partial
development of our intended operations and we can provide no assurance that our
company will have a successful commercial application. There is no operating
history upon which to base any projections as to the likelihood that we will
prove successful in our current business plan, and thus there can be no
assurance that we will be a viable, ongoing concern.
WE MAY NOT BE ABLE TO ATTAIN
PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE
UNAVAILABLE
We have
limited capital resources and require substantial capital to adequately fund the
Company. To date, we have funded our operations with limited initial capital and
minimal sales and have not generated sufficient funds from operations to be
profitable or to maintain consistent operations. Unless we begin to generate
sufficient revenues, on a consistent basis, to sustain an ongoing business
operation, we may experience liquidity and solvency problems. Such liquidity and
solvency problems may force us to cease operations if additional financing,
under acceptable terms and conditions, is not available. In the event our cash
resources are insufficient to continue operations, we intend to consider raising
additional capital through offerings and sales of equity or debt securities. In
the event we are unable to raise sufficient funds, we will be forced to
terminate business operations. The possibility of such an outcome presents the
risk of a complete loss of your investment in our common stock.
PURCHASERS IN THIS OFFERING
WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE THE COMPANY’S SOLE
OFFICER AND DIRECTOR CONTROLS A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON
STOCK
The
present management owns a majority of the outstanding common stock at the
present time and will continue to own a majority of
the
outstanding common stock even if the maximum number of common shares is
purchased in this offering. As a result of such ownership, investors in this
offering will have limited control over matters requiring approval by our
security holders, including the election of directors, the approval of
significant corporate transactions and any change of control and management of
the Company. This concentrated control may also make it difficult for our
stockholders to receive a premium for their shares of their common stock in the
event the Company enters into transactions which require stockholder approval.
INVESTORS MAY LOSE THEIR
ENTIRE INVESTMENT IF THE COMPANY FAILS TO IMPLEMENT ITS BUSINESS
PLAN
As a
development stage company, we expect to face substantial risks, uncertainties,
expenses and difficulties. Since inception, we have no demonstrable operational
history of any substance upon which you can evaluate our business and prospects.
Our prospects must be considered in light of the risks, uncertainties, expenses
and difficulties frequently encountered by companies in their early stages of
development. These risks include, without limitation, an unstable economy,
competition, the absence of ongoing revenue streams, inexperienced management,
lack of sufficient capital, and lack of brand recognition. We cannot guarantee
that we will be successful in accomplishing our objectives.
As of the
date of this Prospectus, we have had only limited start-up operations and have
only generated limited revenues while incurring substantial start-up costs.
Taking these facts into account, independent auditors have expressed substantial
doubt about our ability to continue as a going concern. See the independent
auditors’ report to the financial statements which is included in this
Registration Statement. In addition, our lack of operating capital could
negatively impact the value of our common shares and could result in the loss of
your entire investment.
THE COSTS, EXPENSES AND
COMPLEXITY OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OR SEVERELY
RESTRICT OUR OPERATIONS
After the
effectiveness of this Registration Statement, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as
amended. The costs of complying with these complex requirements may be
substantial and require extensive consumption of our time as well as retention
of expensive specialists in this area. In the event we are unable to
establish a base of operations that generates sufficient cash flows or cannot
obtain additional equity or debt financing, the costs of maintaining our status
as a reporting entity may inhibit our ability to continue our
operations.
THE COMPANY MAY NOT BE ABLE
TO GENERATE REVENUES
We expect
to earn revenues solely in our chosen business area. In the opinion of our
management, we reasonably believe that the Company will begin to generate
significant revenues within approximately twelve months from the date the
Minimum Offering is achieved. However, failure to generate sufficient and
consistent revenues to fully execute and adequately maintain our business plan
may result in failure of our business and the loss of your
investment.
COMPETITORS WITH MORE
RESOURCES MAY FORCE US OUT OF BUSINESS
The
market for customers is intensely competitive and such competition is expected
to continue to increase. Generally, our actual and potential competitors are
larger companies with longer operating histories, greater financial and
marketing resources, with superior name recognition and an entrenched client
base. Therefore, many of these competitors may be able to devote greater
resources to attracting customers and be able to grant preferred pricing.
Competition by existing and future competitors could result in our inability to
secure an adequate consumer base sufficient enough to support our endeavors. We
cannot be assured that we will be able to compete successfully against present
or future competitors or that the competitive pressure we may face will not
force us to cease operations.
YOU MAY NOT BE ABLE TO SELL
YOUR SHARES BECAUSE THERE IS NO PUBLIC MARKET FOR OUR STOCK
There is
no public market for our common stock. The majority of our issued and
outstanding common stock is currently held by the management of the Company.
Therefore, the current and potential market for our common stock is
limited. In the absence of being listed, no public market is available for
investors in our common stock to sell their shares. We cannot guarantee that a
meaningful trading market will develop or that we will be successful in
attaining listing on the OTCBB or any other market. If we are quoted on the
OTCBB, there is no assurance that a market for our common shares will develop
and if a market develops, there can be no assurance that the price of our shares
in the market will be equal to or greater than the price per shares investors
pay in this offering, which was arbitrarily determined. In fact, the price of
our shares in any market that may develop could be significantly lower than the
purchase price herein. Furthermore, if our stock ever becomes tradable, the
trading price of our common stock could be subject to
wide
fluctuations in response to various events or factors, many of which are or will
be beyond our control. In addition, the stock market may experience extreme
price and volume fluctuations without a direct relationship to the operating
performance.
INVESTORS MAY HAVE
DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE OUR STOCK WILL BE SUBJECT TO
PENNY STOCK REGULATION
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange system). The rules, in part, require broker/dealers to
provide penny stock investors with increased risk disclosure documents and make
a special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These heightened disclosure requirements may have the effect of reducing the
number of broker/dealers willing to make a market in our shares, thereby
reducing the level of trading activity in any secondary market that may develop
for our shares. Consequently, shareholders in our securities may find it
difficult to sell their securities, if at all.
WE DO NOT CURRENTLY INTEND
TO PAY DIVIDENDS ON OUR COMMON STOCK SO CONSEQUENTLY YOUR ABILITY TO ACHIEVE A
RETURN ON YOUR INVESTMENT WILL DEPEND ON APPRECIATION IN THE PRICE OF OUR COMMON
STOCK
Prospective
investors should not anticipate receiving any dividends from our common stock.
We intend to retain future earnings, if any, to finance our growth and
development and do not plan to pay cash or stock dividends. The lack of dividend
potential may discourage prospective investors from purchasing our common
stock.
INVESTORS IN THIS OFFERING
WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL
DILUTION
The
present management acquired a total of 20,900,000 restricted shares of our
common stock at a price valued at the par value of $0.001. Upon the sale of the
common stock offered hereby, the investors in this offering will experience an
immediate and substantial dilution. Therefore, the investors in this offering
will bear a substantial portion of the risk of loss. Additional sales of our
common stock in the future could result in further dilution. Please refer to the
section titled “Dilution” on page 13 herein.
ALL OF OUR PRESENTLY ISSUED
AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES
ACT, AS AMENDED. WHEN THE RESTRICTION ON ANY OR ALL OF THESE SHARES IS LIFTED,
AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON STOCK COULD
BE ADVERSELY AFFECTED
All of
the presently outstanding shares of common stock are “restricted securities” as
defined under Rule 144 promulgated under the Securities Act and may only be sold
pursuant to an effective registration statement or an exemption from
registration, if available. The SEC has adopted final rules amending Rule 144
which became effective on or about February 15, 2008. Pursuant to the new Rule
144, one year must elapse from the time a “shell company”, as defined in Rule
405, ceases to be a “shell company” and files Form 10 information with the SEC,
before a restricted shareholder can resell their holdings in reliance on Rule
144. Form 10 information is equivalent to information that a company would be
required to file if it were registering a class of securities on Form 10 under
the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended
Rule 144, restricted or unrestricted securities, that were initially issued by a
reporting or non-reporting shell company or an Issuer that has at anytime
previously been a reporting or non-reporting shell company as defined in Rule
405, can only be resold in reliance on Rule 144 if the following conditions are
met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
Issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by any
founder of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
THE COMPANY IS SELLING THE
SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN UNDERWRITER AND MAY NOT BE ABLE TO
SELL ANY OF THE SHARES OFFERED HEREIN
This is a
self-underwritten, direct primary offering, that is, we are not going to engage
the services of any underwriter to sell the shares. We intend to sell our shares
in this offering through our sole officer and director, who will receive no
commission. No broker-dealer has been retained as an underwriter and no
broker-dealer is under any obligation to purchase any common shares. There are
no firm commitments to purchase any of the shares in this offering.
Consequently, there is no guarantee that the Company, through its present
management, is capable of selling all, or any, of the common shares offered
hereby.
THE COMPANY MAY LOSE ITS TOP
MANAGEMENT WITHOUT EMPLOYMENT AGREEMENTS
Our
operations depend substantially on the skills, knowledge and experience of the
present management, which devotes itself to the Company on a part-time basis.
The Company has no other full or part-time individuals devoted to the
development of our Company. Furthermore, the Company does not maintain key man
life insurance. Without an employment contract, we may lose the present
management of the Company to other pursuits without a sufficient warning and,
consequently, we may be forced to terminate our operations.
WE MAY BE UNABLE TO GENERATE
SUSTAINABLE REVENUE WITHOUT SUBSTANTIAL SALES, MARKETING OR DISTRIBUTION
CAPABILITIES
The
Company has not substantially commenced its planned business strategy and does
not have any significant sales or marketing capabilities in place yet. We cannot
guarantee that we will be able to develop a sales and marketing plan or
effective operational capabilities. In the event we are unable to successfully
implement these objectives, we may be unable to continue
operations.
FOR
ALL THE AFOREMENTIONED REASONS THE SHARES OFFERED HEREIN INVOLVE A HIGH DEGREE
OF RISK. ANY PERSON CONSIDERING THE PURCHASE OF THESE SHARES SHOULD BE AWARE OF
THESE RISKS AND OTHER FACTORS SET-FORTH IN THIS MEMORANDUM AND SHOULD CONSULT
WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN
THE COMPANY. THESE SHARES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO
LOSE ALL OF THEIR INVESTMENT.
ITEM 4 – USE OF
PROCEEDS
The
Company intends to use the proceeds from this offering as follows:
Minimum
|
50%
of Maximum
|
Maximum
|
||||
Application
Of Proceeds
|
$
|
%
of total
|
$
|
%
of total
|
$
|
%
of total
|
Total
Offering Proceeds
|
25,000
|
100.00
|
150,000
|
100.00
|
300,000
|
100.00
|
Offering
Expenses
|
||||||
Legal
and professional fees
|
1,000
|
4.00
|
1,000
|
.67
|
1,000
|
0.33
|
Accounting
fees
|
2,500
|
10.00
|
2,500
|
1.67
|
2,500
|
0.84
|
Escrow
Fees
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
Offering Expenses
|
3,500
|
14.00
|
3,500
|
2.34.
|
3,500
|
1.17
|
Net
Proceeds from Offering
|
21,500
|
86.00
|
146,500
|
97.66
|
296,500
|
98.83
|
Use
of Net Proceeds
|
||||||
Accounting
fees
|
-
|
-
|
-
|
-
|
-
|
-
|
Legal
and professional fees
|
-
|
-
|
-
|
-
|
-
|
-
|
Office
Equipment
|
-
|
-
|
-
|
-
|
-
|
-
|
Printing
Supplies
|
-
|
-
|
-
|
-
|
-
|
-
|
Part
Time Employee
|
-
|
-
|
-
|
-
|
-
|
-
|
Sales
and marketing
|
-
|
-
|
73,250
|
50.00
|
148,250
|
50.00
|
Working capital (1)
|
21,500
|
86.00
|
73,250
|
50.00
|
148,250
|
50.00
|
Total
Use of Net Proceeds
|
21,500
|
86.00
|
146,500
|
97.66
|
296,500
|
98.83
|
Total
Use of Proceeds
|
21,500
|
100.00
|
150,000
|
100.00
|
300,000
|
100.00
|
Notes:
|
1.
|
The
category of General Working Capital may include, but not be limited to,
printing costs, postage, communication services, shipping and delivery
charges, additional professional fees and other general operating
expenses.
|
|
Without
realizing the maximum offering proceeds, we may not be able to fully
implement our business plan. Please refer to the section, herein, titled
“Management’s Discussion and Plan of Operation” on page 24 for further
information.
|
Reservation
of Right to Change the Use of Proceeds
In the
event that the offering does not reach the maximum amount indicated, the capital
requirements exceed expectations due to industry conditions, the Company’s needs
and/or the general economic conditions (such as, by way of example and not by
limitation, enhanced costs for products, increased professional fees and costs
for outside consultants, or higher fuel and shipping expenses) do not meet our
expectations, our management has the discretion and flexibility to allocate the
net proceeds to meet those capital requirements.
ITEM 5 – DETERMINATION OF
OFFERING PRICE
Common
Equity
As of the
date of this Prospectus, there is no public market for our common stock. The
offering price of the common stock has been arbitrarily determined and bears no
relationship to any objective criterion of value and should not be considered an
indication of the actual value of our company or our shares of common stock. The
price does not bear any relationship to our assets, book value, historical
earnings or net worth. In determining the offering price, management considered
such factors as the prospects, if any, for similar companies, anticipated
results of operations, present financial resources, the general conditions of
the securities market and the likelihood of acceptance of this offering. No
valuation or appraisal has been prepared for our business. We cannot assure you
that a public market for our securities will develop or continue or that the
securities will ever trade at a price higher than the offering price. The price
of the common stock that will prevail in any market that develops after the
offering, if any, may be higher or lower than the price you paid. There is no
assurance that an active market will ever develop in our securities. You may not
be able to resell any shares you purchase in this Offering. Our common stock has
never been traded on any exchange or market prior to this offering.
Warrants,
Rights and Convertible Securities
There are
no warrants, rights or convertible securities being offered in this
Prospectus.
ITEM 6 –
DILUTION
“Dilution”
represents the difference between the offering price of the shares of common
stock and the net book value per share of common stock immediately after
completion of the offering. “Net book value” is the amount that results from
subtracting total liabilities from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing shareholders. In this
offering, the level of dilution is increased as a result of the relatively low
book value of our issued and outstanding stock.
Assuming
the maximum number of shares offered herein are sold, giving effect to the
receipt of the maximum estimated proceeds of this offering from shareholders net
of the offering expenses, our net book value will be $300,142.00 or
approximately $0.01166 per share. Therefore, the purchasers of the common stock
in this offering will incur an immediate and substantial dilution of
approximately $0.08834 per share while our present stockholders will receive an
increase of approximately $0.01154 per share in the net tangible book value of
the shares they hold. This will result in an 88.34% dilution for purchasers of
stock in this offering.
Assuming
the minimum number of shares offered herein are sold, giving effect to the
receipt of the minimum estimated proceeds of this offering from shareholders net
of the offering expenses, our net book value will be $25,142.00 or approximately
$0.00109 per share. Therefore, the purchasers of the common stock in this
offering will incur an immediate and substantial dilution of approximately
$0.09891 per share while our present stockholders will receive an increase of
approximately $0.00098 per share in the net tangible book value of the shares
they hold. This will result in a 98.91% dilution for purchasers of stock in this
offering.
The
following table illustrates the dilution to the purchasers of the common stock
in this offering:
Minimum
|
Maximum
|
|
Offering
|
Offering
|
|
Offering
Price Per Share
|
$0.10
|
$0.10
|
Book
Value Per Share Before the Offering
|
$0.00012
|
$0.00012
|
Book
Value Per Share After the Offering
|
$0.00109
|
$0.01166
|
Net
Increase to Original Shareholders
|
$0.00098
|
$0.01154
|
Decrease
in Investment to New Shareholders
|
$0.09891
|
$0.08834
|
Dilution
to New Shareholders (%)
|
98.91%
|
88.34%
|
ITEM 7 – SELLING
SHAREHOLDERS
There are
no selling shareholders in this offering.
ITEM 8 – PLAN OF
DISTRIBUTION
UNDERWRITERS
This is a
direct primary offering utilizing the efforts of our sole officer and director.
Potential investors include, but are not limited to, family, friends and
acquaintances of our sole officer and director. Management is not entitled to
participate in this offering. The intended methods of communication include,
without limitation, telephone and personal contact. In the Company’s endeavors
to sell this offering it will not use any mass advertising methods such as the
internet or print media. No underwriters will be used.
OTHER
There is
no public market for our common stock. The shares herein shall be offered on a
self underwritten basis which means that it does not involve the participation
of an underwriter or broker and will be conducted solely by the officer and
director of the Company, who is exempt from broker-dealer registration. Our
common stock is currently held by three (3) shareholders of record. Therefore,
the current and potential market for our common stock is limited and the
liquidity of our shares may be severely limited. To date, we have made no effort
to obtain listing or quotation of our securities on a national stock exchange or
association. We have not identified or approached any broker/dealer
with regard to assisting us to apply for such listing. We are unable to estimate
when we expect to undertake this endeavor or that we will be successful. In the
absence of listing, no market is available for investors in our common stock to
sell their shares. We cannot guarantee that a meaningful trading market will
develop or that we will be able to get our common stock listed for
trading.
If the
stock ever becomes tradable, the trading price of our common stock could be
subject to wide fluctuations in response to various events or factors, many of
which are or will be beyond our control. As a result, investors may be unable to
sell their shares at all or unable to sell their shares at or greater than the
price at which they are being offered.
No one
will receive any commission for any sales originated on the Company’s behalf. We
believe that our sole officer and director is exempt from registration as a
broker under the provisions of Rule 3a4-1, et seq, as promulgated under the
Securities Exchange Act of 1934. In particular, as to our sole officer and
director, he:
|
1.
|
Is
not subject to a statutory disqualification, as that term is defined in
Section 3(a)39 of the Act, at the time of
his
|
participation;
and
|
2.
|
Is
not to be compensated in connection with his participation by the payment
of commissions or other
remuneration
|
based
either directly or indirectly on transactions in securities; and
|
3.
|
Is
not an associated person of a broker or dealer;
and
|
|
4.
|
Meets
the following conditions:
|
|
a.
|
Primarily
performs, or is intended primarily to perform at the end of the offering,
substantial duties for or
|
on behalf
of the Issuer other than in connection with transactions in securities;
and
|
b.
|
Was
not a broker or dealer, or associated persons of a broker or dealer,
within the preceding 12 months; and
|
|
c.
|
Did
not participate in selling an offering of securities for any issuer more
than once every 12 months other
|
|
than
in reliance on paragraphs within this section, except that for securities
issued pursuant to rule 415 under
the
|
|
Securities
Act of 1933, the 12 months shall begin with the last sale of any security
included within Rule
|
|
415registration.
|
There can
be no assurance that all, or any, of the shares will be sold. As of this date,
we have not entered into any agreements or arrangements for the sale of the
shares with any broker/dealer or sales agent. However, if we were to enter into
such arrangements, we will file a post effective amendment to disclose those
arrangements because any broker/dealer participating in the offering would be
acting as an underwriter and would have to be so named herein.
In order
to comply with the applicable securities laws of certain states, the securities
may not be offered or sold unless they have been registered or qualified for
sale in such states or an exemption from such registration or qualification
requirement is available and with which we have made a good faith attempt to
comply or have a good faith belief that no registration or qualification is
required. The purchasers in this offering and in any subsequent trading market
must be residents of such states where the shares have been registered or
qualified for sale or an exemption from such registration or qualification
requirement is available. As of this date, we have not identified the specific
states where the offering will be sold.
Funds
received in connection with sales of our securities will be transmitted
immediately into a separate bank account, to be established, until the minimum
sales threshold is reached. There can be no assurance that all, or any, of the
shares will be sold. Failure to reach the Minimum Offering will result in all
money being returned to the investor. No interest will be paid to any
shareholder. All subscription funds will be held in the bank pending achievement
of the Minimum Offering and no funds shall be released to the Active Health
Foods, Inc. general account until such a time as the minimum proceeds are
raised. Once the Minimum Offering has been achieved and the funds released to
the Active Health Foods, Inc.’s general account, Active Health Foods, Inc. will
continue to receive funds and perform additional disbursements until either the
Maximum Offering is achieved, the Company terminates the offering, or a period
of 180 days from the effective date of this offering expires (unless extended by
the Company), whichever event first occurs. If the Minimum Offering is not
achieved within 180 days of the date of this prospectus (or an additional 180
days, if so extended by the Company), all subscription funds will be returned to
investors promptly without interest or deduction of fees. Should the offering be
extended, each investor shall be notified within 30 days thereafter in writing
via U. S. Mail at the address provided on the Subscription
Agreement.
Investors
can purchase common stock in this offering by completing a Subscription
Agreement (Exhibit 99.1) and sending it together with payment in full to the
Company. All payments must be made in United States currency either by personal
check, bank draft, or cashier’s check. There is no minimum subscription
requirement. The Company expressly reserves the right to either accept or reject
any subscription. Any subscription rejected will be returned to the subscriber
within ten (10) business days of the rejection date.
ITEM 9 – DESCRIPTION OF
SECURITIES TO BE REGISTERED
CAPITAL
STOCK
Active
Health Foods, Inc. is authorized to issue 100,000,000 shares of common stock,
$0.001 par value. The Company is not authorized to issue any preferred
stock.
The
holders of Active Health Foods, Inc.’s common stock:
|
1.
|
Have
equal ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of
Directors;
|
|
2.
|
Are
entitled to share ratably in all of assets available for distribution to
holders of common stock upon liquidation, dissolution, or otherwise
winding up of corporate affairs;
|
|
3.
|
Do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
|
4.
|
Are
entitled to one vote per share on all matters on which stockholders may
vote.
|
Common
Stock
The
Company has issued 22,750,000 shares of common stock to date held by three (3)
shareholders of record.
All
shares of common stock now outstanding are fully paid for and non assessable and
all shares of common stock which are the subject of this offering, when issued,
will be validly issued, fully paid for, non assessable and free of preemptive
rights.
Preferred
Stock
No
preferred stock has been authorized.
The
Company has no current plans to either authorize or issue any preferred stock
nor adopt any series, preferences or other classification of any stock. The
Board of Directors may be authorized to provide for the issuance of shares of
any authorized preferred stock in series and by filing a certificate pursuant to
the laws of California, to establish from time to time the number of shares to
be included in each such series and to fix the designation, powers, preferences
and rights of the shares of each such series and the
qualifications, limitations or restrictions
thereof, all without any further
vote or action by
the stockholders. Any
shares of issued
preferred
stock may have priority over the common stock with respect to dividend or
liquidation rights. Any future issuance of preferred stock may have the effect
of delaying, deferring or preventing a change in control of the company without
further action by the stockholders and may adversely affect the voting and other
rights of the holders of common stock.
The
issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal.
For instance, the issuance of a series of preferred stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of stockholders, the Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that potentially some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of any authorized stock, unless
otherwise required by our bylaws, law of general applicability or stock exchange
rules.
Preemptive
Rights
No holder
of any shares of Active Health Foods, Inc.’s stock has preemptive or
preferential rights to acquire or subscribe to any unissued shares of any class
of stock or any unauthorized securities convertible into or carrying any right,
option or warrant to subscribe for or acquire shares of any class of stock not
disclosed herein.
Non-Cumulative
Voting
Holders
of Active Health Foods, Inc. common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any directors.
Dividend
Policy
As of the
date of this prospectus, Active Health Foods, Inc. has never declared nor paid
any cash dividends to stockholders. The declaration of any future cash dividend
will be at the discretion of the Board of Directors and will depend upon
earnings, if any, capital requirements, our financial position, general economic
conditions, and other factors deemed pertinent by the Board of Directors. The
Company does not anticipate declaring any stock or cash dividends on our common
and preferred (should any be issued) stock in the foreseeable
future.
Market
Information
There is
no publically traded market for our stock.
Effect
of Penny Stock
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange system). The penny stock rules require a broker/dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document of a format prepared by the SEC
that provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker/dealer also must provide the customer with
bid and offer quotations for the penny stock, the compensation of the
broker/dealer, and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer’s
account. In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from such rules, the broker/dealer must
make a special written determination that a penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the
transaction. These heightened disclosure requirements may have the effect of
reducing the number of broker/dealers willing to make a market in our shares,
reducing the level of trading activity in any secondary market that may develop
for our shares, and accordingly, customers in our securities may find it
difficult to sell their securities.
Reports
After
this offering, Active Health Foods, Inc. will make available to its shareholders
annual financial reports certified by independent
accountants,
and may, at its discretion, furnish unaudited quarterly financial reports.
Additionally, if our registration statement becomes effective pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, we will be
subject to the reporting obligations of Section 13 of the Securities Exchange
Act.
You may
read any copies of any materials we file with the Securities and Exchange
Commission at the SEC’s reference 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 also
maintains an internet site that will contain copies of the materials we file
electronically. The address for the internet site is
www.sec.gov.
DEBT
SECURITIES
No debt
securities are being offered or registered.
WARRANTS
AND RIGHTS
No
securities are being offered pursuant to warrants or rights.
OTHER
SECURITIES
No other
securities are being offered.
ITEM 10 – INTEREST OF NAMED
EXPERTS AND COUNSEL
The Law
Office of Joseph D. MacKenzie, 8350 Wilshire Blvd., Suite 200, Beverly Hills,
California, was retained solely for the purpose of rendering the legal opinion,
attached as an exhibit hereto, on the validity of the common stock to be issued
pursuant to this Registration Statement and for an opinion letter to the auditor
which was required to complete the audit enclosed herein. As payment for said
service, the Law Office of Joseph D. MacKenzie was paid a total of $1,000.00.
The Law Office of Joseph D. MacKenzie is not receiving any contingent interest,
fee or shares in the Company.
The Law
Office of Joseph D. MacKenzie may be retained for additional legal services in
the future at fees to be agreed upon.
The
financial statements of Active Health Foods, Inc., as provided herein, have been
audited by an independent public accountant firm approved by the Public Company
Accounting Oversight Board. The audit firm that has provided the audited
financials is Sadler, Gibb and Associates, with a business address of P.O. Box
411, Farmington, Utah. Said firm has been paid the sum of $2,500.00
for the work performed to date. Sadler, Gibb and Associates is not
receiving any contingent interest, fee or shares in the Company.
Sadler,
Gibb and Associates may be retained for additional audit and/or review services
in the future at fees to be agreed upon.
Active
Health Foods, Inc. has identified Holladay Stock Transfer, Inc., 2939 N. 67th
Place, Scottsdale, Arizona, with a telephone number of (480) 481-3940, as the
transfer agent the Company intends to retain once the offering is
closed.
ITEM 11 – INFORMATION WITH
RESPECT TO THE REGISTRANT
It
is important for any potential investor to note that while the Company
anticipates effectuating a business plan based upon the factors explained below,
there may be present variables and/or future conditions or events that preclude
the Company from realizing its goals and capacity to serve customers in a manner
which benefits the Company as expected. As such, any potential investor should
carefully consider the information contained herein and consult with legal
counsel and financial advisors so as to determine the merit of the present
offering and, specifically, the suitability of this offering for that individual
investor.
DESCRIPTION
OF BUSINESS
General
Development
Active
Health Foods, Inc. (“AHF” or the “Company”), was incorporated in the State of
California on January 9, 2008, under the same name.
Active
Health Foods, Inc. is a California corporation and developmental stage company
with a principal business objective of providing competitively priced, premium
quality, organic energy bars. Active Health Foods, Inc. has developed the brand
name “Active XTM” for
its energy bars. The term “Active XTM” was
trademarked by the company on May 6, 2008 (Exhibit 99.2). Active
XTM
energy
bars are very moist, 100% organic and 100% natural, made from a proprietary
formula developed by and exclusive to Active Health Foods, Inc. This proprietary
blend only uses high quality natural and organic ingredients. Active XTM
energy bars come in four flavors:
► Almond
Chocolate Delight
► Peanut
Butter Chocolate Joy
► Cashew
Berry Dream
► Coconut
Cocoa Passion
In
addition, Active Health Foods, Inc. has developed an energy bar specifically
targeted for dialysis patients because of its high protein content. This
particular kidney patient energy bar is likewise very moist and flavorful, made
with both 100% organic and 100% natural ingredients, from a proprietary formula
developed by and exclusive to Active Health Foods, Inc. This proprietary blend
only uses high quality natural and organic ingredients. This Active XTM
energy bar comes in one flavor at this time:
► Double
Chocolate Chip
Active
Health Foods, Inc. has the standard Active XTM bars
produced in the state of Oregon by Betty Lou’s, Inc., 750 South East Booth Bend
Road, McMinnville, Oregon. The dialysis patient Active XTM bar
is produced by Noble Foods, Inc., 250-A Avro Pointe Claire, Quebec Province,
Canada. We do not have any written contracts with either of these
companies.
The
company of Think, Plan, Deliver, 1010 #B Southwest Eleventh Ave., Portland,
Oregon produces the wrappings and boxes for Active Health Foods, Inc. Once
produced, the wraps and boxes are shipped directly to the production facilities
in Oregon and Canada that produce the energy bars using the proprietary formula
developed by, and exclusive to, Active Health Foods, Inc. We do not have any
written contracts with this company.
Following
production of the Active XTM
bars, in whichever location they are produced, unless the energy bars are
shipped directly to distributors, the Company will have the bars shipped to an
already identified warehouse to be stored until further consignment to vendors.
Shipment will be by common carrier, which will vary depending on the size,
weight and delivery time frame of each shipment.
The
Company intends its target market audience for the Active XTM
energy bars to be adults and parents who are health conscious and want not only
themselves but their children to eat and snack healthier. The renal
Active XTM
energy bars with the high protein content will be marketed to dialysis patients,
primarily, and to anyone else who requires or desires an energy bar with high
protein content.
Active
Health Foods, Inc. has tentatively identified a management company with a
network of both brokers and distributors across the United States that will sell
to retail outlets including, but not limited to, health food stores, gyms, and
dialysis centers, as well as any other location it is appropriate for marketing
Active XTM
energy bars. It is the intent of Active Health Foods, Inc. to retain this
management company once there is sufficient working capital generated for steady
production of the Active XTM
energy bars. Prior to retention of the management company, the
Company will rely on the efforts of its management to promote and sell Active
XTM
energy bars.
The
Company intends to explore additional marketing possibilities in other venues
that sell energy bars such as grocery retail outlets, convenience stores like
7-11 and large box stores like Costco, Sam’s Club and Wal-Mart.
The
Company’s web site has not been launched nor has it been advertised or promoted
as yet. The Company will seek to develop a comprehensive website once
operating capital becomes available.
We are a
small, start-up company that lacks a stable customer base. Since our inception
on January 9, 2008 to the present, we have generated only nominal revenues and
substantial losses. We believe that the funds expected to be received from the
minimum sale of our common equity will be sufficient to finance our efforts to
become operational and carry us through the next twelve (12) months. There can
be no assurance that the actual expenses incurred will not materially exceed our
estimates. As a result, our independent auditors have expressed substantial
doubt about our ability to continue as a going concern. If we do not produce
sufficient cash flow to support our operations over the next 12 months, we may
need to raise additional capital by issuing capital stock in exchange for cash
in order to continue as a going concern. There are no formal or informal
agreements to obtain any such financing. We cannot assure you that any financing
can be obtained or, if obtainable, that it will be on reasonable acceptable
terms.
Since
inception, we have generated $16,764 in revenues and have incurred a cumulative
net loss of $294,678 as reflected in the financial statements contained within
this Registration Statement.
Active
Health Foods, Inc. has yet to commence planned significant operations. As
of the date of this Prospectus, we have had only limited start-up operations and
have not generated any significant revenues. The Company believes that if
it obtains the minimum proceeds from this offering, it will be able to implement
the business plan and conduct business pursuant to the business plan for the
next 12 months.
Fiscal
Year End
Active
Health Foods, Inc.’s fiscal year end is December 31.
Product
Research and Development
The
Company does not plan on conducting any research and development.
Material
Acquisition of Plant and Equipment
The
Company does not anticipate any material acquisition of plant or
equipment.
Anticipated
Material Changes in Number of Employees
The
Company does not presently have any full or part-time employees. The sole
officer and director of the Company is providing time and services as necessary
for the development of the Company.
Active
Health Foods, Inc. is currently in the development stage. During this
development period, we plan to rely exclusively on the services of our sole
officer and director to establish business operations and perform or supervise
the minimal services required at this time. Our operations are currently on a
small scale and, it is believed, manageable by the present management. The
responsibilities are mainly administrative at this time, as our operations are
minimal.
Sources
and Availability of Raw Materials
Active
Health Foods, Inc. itself does not acquire any raw materials and therefore does
not have any sources or direct need for acquisition of any raw materials to make
Active XTM
energy bars. The suppliers to the Company, already identified herein, acquire
any and all raw materials that they may require for production of the Active
XTM
energy bars. The raw materials that they do acquire are all natural
products grown and readily available in the United States.
Patients,
Trademarks, Licenses, Franchises and Concessions
Active
Health Foods, Inc. has one trademark, granted May 6, 2008 by the United States
Patent and Trademark Office under Registration Number 3,424,563, for the term
“Active XTM”
(Exhibit 99.2). Said trademark will remain in full force and effect for a period
of ten (10) years and is renewable thereafter. It is believed by management that
the trademark “Active XTM” will
become increasingly more important as the Active XTM
brand becomes known to the public.
Extent
that the Business Is Seasonal
Management
does not believe that Active XTM
energy bars are or will be seasonal.
Reliance
upon One or a Few Major Customers
Active
Health Foods, Inc. does not rely upon one or just a few
customers. Management believes that the Active XTM
energy bars will have a broad public appeal.
Industry
Background and Competitive Business Conditions
Currently,
the organic and health food industry is growing and the Company faces
considerable competition from other companies worldwide. This business is
replete with competition at all levels of geographic settings, expertise and
ethical variances.
No formal
study has been commissioned or initiated to analyze the competition that the
Company will or may face. The Company’s management competitor analysis reveals
that the health food industry is a competitive business with competition coming
from small locally owned companies, major big box stores labeling generic brands
with their signature label, to the more popular selling organic bars such as
“Clif” and “Luna” bars. None of these produce and sell 100% organic or 100%
natural food bars like Active XTM
energy bars and as such they lack the nutritional value of an Active XTM
energy bar. All competitors’ bars are dry, bland and contain fillers and paste,
resulting in more of a rice crispy type bar than a 100% organic and 100% natural
bar such as Active XTM.
All of
our major competitors are generally better financed, have greater name
recognition, an established customer loyalty base and a broader range of markets
than we do presently. Our core philosophy of a 100% organic and 100% natural
product, reliability of not only product quality but delivery as well, along
with a fair price, we believe will distinguish our Company from the competition.
Even with the competitive nature of the business, there is an opportunity for
the Company to position itself for success by recognizing and catering to an
increasingly demanding consumer. If the Company is unable to compete
successfully against any of these competitors, then revenues could be negatively
impacted, which would adversely affect the business, results of operations and
financial condition of the Company.
Bankruptcy,
Receivership and Similar Proceedings
The
Company has never been party to any bankruptcy, receivership or similar
proceeding, nor has it undergone any material reclassification, merger,
consolidation, purchase or sale of a significant amount of assets not in the
ordinary course of business.
Reclassification,
Merger, Consolidation, Purchase or Sale of Assets Not in the Ordinary Course of
Business
Active
Health Foods, Inc. has not reclassified, merged, consolidated, purchased or sold
any assets.
Principal
Products or Services and Their Markets
Present
Products
Active
Health Foods, Inc. has developed the brand name “Active XTM” for
its energy bars. The term “Active XTM” was
trademarked by the company on May 6, 2008 (Exhibit 99.2). Active XTM
energy bars are very moist, 100% organic and 100% natural, made from a
proprietary formula developed by and exclusive to Active Health Foods, Inc. This
proprietary blend only uses high quality natural and organic ingredients. Active
XTM
energy bars come in four flavors:
► Almond
Chocolate Delight
► Peanut
Butter Chocolate Joy
► Cashew
Berry Dream
► Coconut
Cocoa Passion
In
addition, Active Health Foods, Inc. has developed an energy bar specifically
targeted for dialysis patients because of its high protein content. This
particular kidney patient energy bar is likewise very moist and flavorful, made
with both 100% organic and 100% natural ingredients, from a proprietary formula
developed by and exclusive to Active Health Foods, Inc. This proprietary blend
only uses high quality natural and organic ingredients. This Active XTM
energy bar comes in one flavor at this time:
► Double
Chocolate Chip
Each
standard and renal energy bar is 1.8 net ounces and comes wrapped in a
distinctive, decorated full color wrapping, the designs of which have been
completed, produced and used in sales. Each flavor is packaged into a full color
decorated display box, which is specifically designed to be used as a counter
display for the retailer. The designs of the boxes have been completed, produced
and used in sales. Each uniquely designed display box holds 16 bars. There are
eight display boxes to a case, for a total of 128 bars per case.
At the
present time, Active Health Foods, Inc. relies upon three (3) principal
suppliers. These suppliers are:
Betty
Lou’s, Inc., 750 South East Booth Bend Road, McMinnville, Oregon for the
standard Active XTM
energy bars;
Noble
Foods, Inc., 250-A Avro Pointe Claire, Quebec Province, Canada for the dialysis
patient Active XTM
energy bar;
Think,
Plan, Deliver, 1010 #B Southwest Eleventh Ave., Portland, Oregon produces the
wrappings and boxes.
We do not
have any written contracts with any of these companies.
Active
Health Foods, Inc. itself does not acquire any raw materials and therefore does
not have any sources or direct need for acquisition of any raw materials to make
Active XTM
energy bars. The suppliers to the Company, noted in the paragraph above, acquire
any and all raw materials that they may require for production of the Active
XTM
energy bars and the wrappings and boxes. The raw materials that these suppliers
do require are all natural products grown and/or readily available in the United
States.
Future
Products
Active
Health Foods, Inc. anticipates future products to include additional flavors of
the standard and dialysis patient energy bars. The Company also
intends to develop a box package design for an assortment of Active XTM
energy bars.
For
additional future product distribution, besides expanding what is or will be in
place, Active Health Foods, Inc. will explore fulfilling government,
institutional, humanitarian and/or military requirements.
Services
Active
Health Foods, Inc. does not provide any services.
Future Services
Active
Health Foods, Inc. does not anticipate providing any services in the
future.
Product
Availability
Active
Health Foods, Inc. itself does not acquire any raw materials and therefore does
not have any sources or direct need for acquisition of any raw materials to make
Active XTM
energy bars. The suppliers to the Company, noted in the paragraph above, acquire
any and all raw materials that they may require for production of the Active
XTM
energy bars and the wrappings and boxes. The raw materials that these suppliers
do require are all natural products grown and/or readily available in the United
States.
Intellectual
Properties
Active
Health Foods, Inc. does not foresee the need to protect any intellectual
properties through formal means. The Company will, however, continue to
physically guard it proprietary formulas for the ingredients of Active XTM
energy bars.
Sales and Marketing
Strategy
Active
Health Foods, Inc.’s strategic focus of effort will be on a long-term approach
of communicating an unambiguous, attractive, creative marketing campaign,
designed to resonate with the strongest key prospects for sales and service.
This marketing undertaking will specifically identify Active Health Foods, Inc.
to the marketplace end-user and will communicate a clear message of the products
that Active Health Foods, Inc. can offer for the benefit of the consumer. Active
Health Foods, Inc. believes in the lifetime value of a customer rather than the
instant gratification of a quick sale.
Initially,
our sales and marketing strategy and the efforts we will undertake to market and
sell our products will be the result of the efforts conducted solely by the
Company management. We have not received any independent evaluation
of our strategy and there can be no assurance that our strategy is an accurate
or prudent assessment of the competitive conditions in today’s economic climate
and our chosen industry in particular.
Active
Health Foods, Inc. has identified a management company with a network of both
brokers and distributors across the United States that will sell to retail
outlets including, but not limited to, health food stores, gyms, and dialysis
centers, as well as any other
location
it is appropriate and viable for marketing Active XTM
energy bars. It is the intent of Active Health Foods, Inc. to retain this
management company once there is sufficient working capital generated for steady
production of the Active XTM
energy bars. The Company intends to explore additional marketing
possibilities in other venues that sell energy bars such as grocery retail
outlets, convenience stores like 7-11 and large box stores like Costco, Sam’s
Club and Wal-Mart.
As an
additional marketing tool, AHF will actively engage in building close ties with
critical suppliers and membership and participation in business and professional
associations in order to develop and exploit networking opportunities that might
enhance our market exposure.
When
resources become available, we intend to engage the services of a qualified
product sales development consultant to cultivate plans for further developing
and expanding our marketing strategy and sales exposure.
Distribution
Methods
Following
production of the Active XTM
energy bars, in whichever location they are produced, unless the energy
bars are shipped directly to distributors, the Company will have the bars
shipped to a warehouse to be stored until further consignment to vendors.
Shipment will be by common carrier, which will vary depending on the size,
weight and delivery time requirements of each shipment.
We are
currently working to identify an experienced internet service provider to
develop a comprehensive internet presence as resources become
available.
Need
for Government Approval on Principal Products or Services
The
Company is not aware of any government approval required for our
products.
The
Federal Food and Drug Administration (FDA) does not have to pass on any
packaging or product content for our energy bar. What the FDA does
require is truth in packaging, which we have.
Existing
or Probably Government Regulations
The
Company is not aware of any regulatory obstacles to our business
plan. That is not to say that we are not generally aware of the
multitude of rules, statutes and administrative regulations that may apply,
including, but not limited to, local business licenses and regulations. However,
we do not foresee these as prohibiting the implementation of our business plan,
but merely as temporary administrative obstacles that will be addressed and
overcome as they arise, or as best we can forecast their arrival.
The
Federal Food and Drug Administration (FDA) does not have to pass on any
packaging or product content for our energy bar. What the FDA does
require is truth in packaging, which we have.
Compliance
with Environmental Laws
Active
Health Foods, Inc. does not conduct any activities requiring compliance with any
federal, state or local environmental statutes or regulations.
Reports
to Security Holders
After
this offering, the Company will make available to shareholders audited annual
financial reports certified by independent accountants, and may, in its
discretion, make available unaudited quarterly financial reports. The Company
will file periodic reports with the Securities and Exchange Commission as
required to maintain a fully reporting status.
The
public may read and copy any materials AHF files with the SEC at the SEC’s
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 on
official business days during the hours of 10:00 a.m. to 3:00 p.m. The public
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. The Commission maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission. The
address of that site is: http://www.sec.gov
DESCRIPTION
OF PROPERTY
We do not
have a physical location for the Company except for a corporate mailing
address.
We use a
corporate mailing address located at 6185 Magnolia Ave., Suite 403, Riverside,
CA 92506.
The
Company has a telephone number of (951) 360-9970 and a fax number of (626)
335-7750. Gregory Manos is presently personally leasing this location. This
facility is currently being provided to the Company free of charge by the
present sole officer and director, Gregory Manos. There are currently no
proposed programs for the renovation, improvement or development of the
facilities currently in use.
Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for income.
We do not presently hold any investments or interests in real estate,
investments in real estate mortgages, or securities or interests in businesses
or individuals primarily engaged in real estate activities.
LEGAL
PROCEEDINGS
There are
no known pending legal or administrative proceedings against the
Company.
Gregory
Manos, the sole officer and director of the Company, has not been convicted in
any criminal proceeding and has never been named the subject of any criminal
proceeding.
Gregory
Manos, the sole officer and director of the Company, has not been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
Gregory
Manos, the sole officer and director of the Company, has not been convicted of
violating any federal or state securities or commodities law and has never been
found to have violated any federal or state securities law by any court of
competent jurisdiction in any civil action by the Securities and Exchange
Commission or any state commission.
No
officer, director, significant employee or consultant has had any bankruptcy
petition filed by or against any business in which such person was a general
partner or executive officer either at the time of the bankruptcy filing or
within two years prior to that time.
MARKET
PRICE AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND STOCKHOLDER
MATTERS
Market
Information
As of the
date of this prospectus, there is no public market in Active Health Foods,
Inc.’s common stock. This prospectus is a step toward creating a public market
for our stock, which may enhance the liquidity of our shares. However, there can
be no assurance that a meaningful trading market will develop. Active Health
Foods, Inc. and its management make no representation about the present or
future value of our common stock.
As of the
date of this prospectus,
|
1.
|
There
are no outstanding options or warrants to purchase, or other instruments
convertible into, common equity of Active Health Foods,
Inc.;
|
|
2.
|
There
are currently 22,750,000 shares of our common stock held by three (3)
shareholders of record. These shares are not eligible to be
sold pursuant to Rule 144 under the Securities
Act;
|
|
3.
|
Other
than the stock registered under this Registration Statement, there is no
stock that has been proposed to be publicly offered resulting in dilution
to current shareholders.
|
All of
the presently outstanding shares of common stock (22,750,000) are “restricted
securities” as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules amending Rule
144 which became effective on or about February 15, 2008. Pursuant to the new
Rule 144, one year must elapse from the time a “shell company”, as defined in
Rule 405, ceases to be a “shell company” and files Form 10 information with the
SEC, before a restricted shareholder can resell their holdings in reliance on
Rule 144. Form 10 information is equivalent to information that a company would
be required to file if it were registering a class of securities on Form 10
under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the
amended Rule 144, restricted or unrestricted securities, that were initially
issued by a reporting or non-reporting shell company or an Issuer that has at
anytime previously a reporting or non-reporting shell company as defined in Rule
405, can only be resold in reliance on Rule 144 if the following conditions are
met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased
to be a
shell company; (2) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the
securities has filed all reports and material required to be filed under Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve
months (or shorter period that the Issuer was required to file such reports and
materials), other than Form 8-K reports; and (4) at least one year has elapsed
from the time the issuer filed the current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by the
founder of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
Holders
As of the
date of this prospectus, Active Health Foods, Inc. has 22,750,000 shares of
$0.001 par value common stock issued and outstanding held by three (3)
shareholders of record.
Dividends
The
Company has neither declared nor paid any cash dividends. For the foreseeable
future, the Company does not anticipate declaring or paying any cash dividends.
The Company intends to retain any earnings to finance the development and
expansion of its business, and, as such, does not anticipate paying any cash
dividends on its preferred or common stock. Any future determination to pay
dividends will be at the discretion of the Board of Directors and will be
dependent upon then existing conditions, including the Company’s financial
condition, results of operations, capital requirements, contractual
restrictions, business prospects, and other factors that the Board of Directors
deems relevant.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
section should be read in conjunction with the Audited Financial Statements
included in this prospectus.
Plan
of Operation
Active
Health Foods, Inc. was incorporated on January 9, 2008 in the State of
California, under the same name. As of the date of this document, we have
generated nominal revenues and substantial expenses. This resulted in a net loss
since inception, which is attributable to general and administrative expenses.
Please review the Audited Financial Statements included with the
offering.
Since
incorporation, we have financed our operations primarily through minimal initial
capitalization and nominal sales.
To date
we have not implemented our planned principal operations. Our ability to
commence operations will be entirely dependent upon the proceeds to be raised in
this offering and the efforts of our management. If we do not raise at least the
minimum offering amount, we will be unable to establish a base of operations,
without which we will be unable to begin to generate any revenues. The
realization of revenues in the next 12 months is critically important in the
execution of our plan of operations. However, we cannot guarantee that we will
generate such growth. If we do not produce sufficient cash flow to support our
operations over the next 12 months, we may need to raise additional capital by
issuing capital stock in exchange for cash in order to continue as a going
concern. There are no formal or informal agreements to attain such financing. We
cannot assure any investor that, if needed, sufficient financing can be obtained
or, if available, that it will be available on reasonable terms. Without
realization of additional capital, if needed, it would be unlikely for
operations to continue.
Active
Health Foods, Inc.’s management does not expect to conduct any research and
development.
Active
Health Foods, Inc. currently does not own any significant plant facilities or
equipment that it would seek to refinance or sell in the near future. The
Company does not envision purchasing any significant equipment in the near
future.
Our
management does not anticipate any significant changes in the number of
employees in the next 12 months. Currently, we believe the services
provided by our sole officer and director is sufficient at this
time.
We have
not paid for expenses on behalf of any director. Additionally, we believe that
this practice will not materially change.
Liquidity
The term
“liquidity” as used herein refers to the ability of an enterprise to generate
adequate amounts of cash to meet the enterprise’s needs for cash. At the present
time, the Company has minimal cash on hand and no ability to generate cash
without the sale of its equity. Management anticipates an improved liquidity
when the offering is completed, which will enable the Company to contract for
production of its products. The Company has no ability to obtain loans or cash
except for sale of a portion of its equity.
Capital
Resources
The
Company has no commitments for capital expenditures as of the latest fiscal
period. The Company intends to primarily focus its capital resources,
if such resources become available, on procurement of its products for sale and
the marketing and distribution of those products.
Results
of Operations
Since
inception, we have generated $16,764 in revenues and have incurred a cumulative
net loss of $294,678 as reflected in the financial statements contained within
this Registration Statement.
To date
we have not implemented our planned principal operations. Our ability to
commence operations will be entirely dependent upon the proceeds to be raised in
this offering and the efforts of our management. If we do not raise at least the
minimum offering amount, we will be unable to establish a base of operations,
without which we will be unable to begin to generate any revenues. The
realization of revenues in the next 12 months is critically important in the
execution of our plan of operations. However, we cannot guarantee that we will
generate such growth. If we do not produce sufficient cash flow to support our
operations over the next 12 months, we may need to raise additional capital by
issuing capital stock in exchange for cash in order to continue as a going
concern. There are no formal or informal agreements to attain such financing. We
cannot assure any investor that, if needed, sufficient financing can be obtained
or, if available, that it will be available on reasonable terms. Without
realization of additional capital, if needed, it would be unlikely for
operations to continue.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements.
Since
inception until the present time, the principal independent accounting firm for
the Company has not resigned, declined to stand for reelection or been
dismissed. We have no disagreements with our independent registered public
accounting firm on any matter of accounting principles or with any financial
statement disclosures.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Identification
of Officers and Directors
Directors
are elected by the stockholders to a term of one year and serve until a
successor is elected and qualified. Officers are appointed by the Board of
Directors to a term of one year and serve until a successor is duly elected and
qualified, or until resignation or removal from office.
Our Board
of Directors does not have any nominating, auditing or compensation
committees.
The
following table sets forth certain information regarding our executive officers
and directors as of the date of this prospectus:
Name Age Position Period of Service(1)
Gregory
Manos(2) 54 President,
Treasurer and Sole
Director Inception—Present
Chief
Executive and Accounting Officer
Notes:
|
(1)
|
Our
director(s) will hold office until the next annual meeting of the
stockholders, typically held on or near the anniversary date of inception,
and until successors have been elected and qualified. At the present
time, our officers were appointed by our directors and will hold office
until resignation or removal from
office.
|
|
(2)
|
Gregory
Manos has outside interests and obligations other than Active Health
Foods, Inc. Mr. Manos intends to spend approximately 10-15 hours per
week on our business affairs. At the date of this prospectus, Active
Health Foods, Inc. is not engaged in any transactions, either directly or
indirectly, with any persons or organizations considered
promoters.
|
Background
of Directors, Executive Officers, Promoters and Control Persons
Gregory
Manos, President, Treasurer, Chief Executive Officer, Chief Accounting Officer,
and Director – Gregory Manos has been in
all facets of the food and beverage industry with over 35 years experience in
the industry at every level including sales and management. Mr. Manos’ extensive
background includes: the position of department manager with Ralph’s Grocery
Company from 1972 to 1979, where he performed the duties of department manager
in all departments of this major grocery chain store, and
completed
Ralph’s two year management program; general sales manager with Markstein
Beverage Company from 1977 to 1982, where he was responsible for the sales
department of one of the largest Budweiser distributors on the West Coast,
managing a sales and delivery staff of 112; district manager with Wisdom Import
Company from 1982 to 1984, where he was responsible for sales and marketing of
all product lines for Northern California and Nevada, directing 35 independent
beer distributors, and had the additional responsibility for product sales in
all major chain stores; regional sales manager for Golden Brands Marketing from
1984 to 1989, where he was responsible for sales and marketing of all company
product lines on the West Coast, directed and managed independent distributors
and introduced Evian Water and Jolt Cola to the marketplace; regional sales
manager for Labatts USA, Inc from 1989 to 1992, where he was responsible for
sales and marketing of all company product lines for the West Coast, developed
and managed marketing plans, sales goals and budgets, established and maintained
trade relationships with key individuals to facilitate program acceptance and
secured business relationships with all major chain store headquarters; regional
sales manager for Golden Brands Marketing Company from 1992 to 1996, where he
was responsible for sales and marketing of all company product lines, managed
all aspects of the new business operation for the West Coast, developed and
structured the entire business for the parent company, including opening
expansion markets, hiring and training new employees, creating and implementing
marketing plans, sales, goals and budgets and oversaw the introduction of
Clearly Canadian to the entire West Coast; national sales manager for Aloe
Splash, Inc. from 2000 to 2003, where he was responsible for the entire business
operations including the initial market introduction, roll-out for a beverage
called Aloe Splash, hiring of employees, managing all distributors, developing
market plans and overseeing the entire market execution through a network of
beer distributors; director of sales of Aqua Vie Beverage Corporation from 2003
to 2005, where he was responsible for the introduction and placement of the
brand Aqua Vie into all of the major chain store accounts in the states of
California, Nevada, Arizona and Texas.
Mr. Manos
has a proven record in successful product identification, development and
introduction and consistently builds organizations with major sales and
profitability for consumer products.
Legal
Proceedings
Gregory
Manos, the sole officer and director of the Company, has never filed for
bankruptcy or had a receiver, fiscal agent or similar officer appointed by a
court for any business or property of his, has never been convicted in a
criminal proceeding and is not a named subject of any pending criminal
proceeding. Nor has Gregory Manos ever been the subject of any order
enjoining him from any type of business, securities or banking activities, or
ever been found to have violated any federal or state securities
law.
Board
Committees
Active
Health Foods, Inc. has not yet implemented any board committees as of the date
of this prospectus.
Directors
The
maximum number of directors Active Health Foods, Inc. is authorized to have is
seven (7). However, in no event may the Company have less than one director.
Although we anticipate appointing additional directors, the Company has not
identified any such person or any time frame within which this may
occur.
Directors
Compensation
Directors
are not entitled to receive compensation, either directly or indirectly, for
services rendered to Active Health Foods, Inc., or for each meeting attended
except for reimbursement of out-of-pocket expenses. There are no formal or
informal arrangements or agreements to compensate directors for services
provided as a director. The Company has not implemented a plan to award options
to any directors. There are no contractual arrangements with any member of the
Board of Directors.
Officers
and Directors Indemnification
Under our
Articles of Incorporation and Bylaws of the corporation, the Company may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his or her position, if he or she acted in good
faith and in a manner he or she reasonably believed to be in the Company’s best
interest. The Company may advance expenses incurred in defending a proceeding.
To the extent that the officer or director is successful on the merits in a
proceeding as to which he or she is to be indemnified, the Company must
indemnify the officer or director against all expenses incurred, including
attorney’s fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, then only by a court order. The
indemnification coverage is intended to be to the fullest extent permitted by
applicable laws.
Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to officers or directors under applicable state law, the
Company is informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
|
||||||||
Annual
Compensation
|
Long-Term
Compensation
|
|||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation ($)
|
Restricted
Stock Awards ($)
|
Securities
Underlying Options (#)
|
LTIP
Payouts ($)
|
All
Other Compensation ($)
|
Gregory
Manos
|
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Officer
and Director
|
2009
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Employment
Contracts and Officers Compensation
Since
Active Health Foods, Inc.’s incorporation on January 9, 2008, we have not paid
any compensation to any officer, director or employee. We do not have employment
agreements. Any future compensation to be paid will be determined by the Board
of Directors, and, as appropriate, employment agreements will be executed. We do
not currently have plans to pay any compensation until such time as the Company
maintains a positive cash flow.
Stock
Option Plan and Other Long-Term Incentive Plan
Active
Health Foods, Inc. does not have existing or proposed option or SAR
grants.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of the date of this offering
with respect to the beneficial ownership of our common stock by all persons
known to us to be beneficial owners of more than 5% of any such outstanding
classes, and by each director and executive officer, and by all officers and
directors as a group. Unless otherwise specified, the named beneficial
owner has, to our knowledge, either sole or majority voting and investment
power.
Title
Of Class
|
Name, Title and Address of
Beneficial Owner of Shares(1)
|
Amount of Beneficial
Ownership(2)
|
Percent
of Class
|
|
Before
Offering
|
After
Offering(3)
|
|||
Common
|
Gregory
Manos, Officer and Director
|
20,900,000
|
91.87%
|
81.16%
|
Common
Common
|
All
Directors and Officers as a group (1 person)
Nevada
Business Development Corporation
|
20,900,000
1,750,000
|
91.87%
7.7%
|
81.16%
6.8%
|
Footnotes
(1) The
address of each executive officer and director is c/o Active Health Foods, Inc.,
6185 Magnolia Ave., Suite 403, Riverside, California 92506.
The
address of Nevada Business Development Corporation is 5070 Arville, Suite 7, Las
Vegas, Nevada; the principal officer and director of NBDC is Randall V.
Brumbaugh..
(2)
As used in this table, “beneficial ownership” means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose
of,
or
to direct the disposition of a security).
(3) Assumes
the sale of the maximum amount of this offering (3,000,000 shares of common
stock). The aggregate amount of shares to be issued and outstanding after
the maximum offering is 25,750,000.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Since
inception on January 9, 2008, Active Health Foods, Inc. issued the following
unregistered securities in private transactions without registering the
securities under the Securities Act:
On
January 9, 2008, Gregory Manos, the sole officer and director of the Company,
was issued 900,000 shares of common stock for services and expenses, paid on
behalf of the Company, related to the founding and incorporation of the Company.
These shares were valued at $0.001 (par value) per share or $900.00 in the
aggregate. This transaction was exempt from the registration provisions of
the
Securities
Act of 1933, as amended, pursuant to Section 4(2).
On
January 17, 2008, Shanais V. Pelka, holding a PhD in food science, was issued
100,000 shares of common stock for services, related to the development of the
products of the Company. These shares were valued at $0.001 (par value) per
share or $100.00 in the aggregate. This transaction was exempt from the
registration provisions of the Securities Act of 1933, as amended, pursuant to
Section 4(2).
On
September 14, 2009, Gregory Manos, the sole officer and director of the Company,
was issued 20,000,000 shares of common stock for services to the Company in lieu
of salary. These shares were valued at $0.001 (par value) per share or
$20,000.00 in the aggregate. This transaction was exempt from the registration
provisions of the Securities Act of 1933, as amended, pursuant to Section
4(2).
On
September 14, 2009, Nevada Business Development Corporation, or its designates,
was issued 1,750,000 shares of common stock for services and expenses, paid on
behalf of the Company, related to general business consulting, development of
the Company and management of its corporate documents. These shares were valued
at $0.001 (par value) per share or $1,750.00 USD in the aggregate. This
transaction was exempt from the registration provisions of the Securities Act of
1933, as amended, pursuant to Section 4(2).
The price
of the common stock issued above was arbitrarily determined and bore no
relationship to any objective criterion of value. At the time of issuance, the
Company was recently formed, in the process of being formed, in the process of
being developed, and/or developing its strategic business plan and possessed no
assets.
All of
the transactions above were transactions by the Company not involving any public
offering as required by the exemption provided from the registration provisions
of the Securities Act of 1933, as amended. As such, no advertising or general
solicitation was employed in offering any of the securities by the Company. All
certificates evidencing the securities issued in such transactions will bear
restrictive legends as securities issued in non-registered transactions that may
only be resold in compliance with applicable federal and state securities laws.
The applicable subscription documents relating to such transactions contained
acknowledgments by the purchaser of such securities that the securities being
acquired have not been registered, were restricted securities, could only be
resold in compliance with applicable federal and state securities laws and the
certificates evidencing such securities would bear restrictive
legends.
ITEM 12 – INCORPORATION OF
CERTAIN MATERIAL BY REFERENCE
The
Registrant does not elect to incorporate any material by reference.
ITEM 12A – DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
The
Securities and Exchange Commission’s Policy on Indemnification
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons of the company
pursuant to any provisions contained in its Articles of Incorporation, Bylaws,
or otherwise, Active Health Foods, Inc. has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by AHF of expenses incurred or paid by a director, officer or
controlling person of AHF in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, AHF will, unless in the opinion
of AHF legal counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
FINANCIAL
STATEMENTS
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
AUDIT AND
REVIEW REPORTS OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL
STATEMENTS
September
30, 2009 and December 31, 2008
________________________________________________________________________________________________
INDEX
Page
Audit
Report of Independent Registered Public Accounting Firm for the Period Ended
December 31, 200831
Balance
Sheets for the Period Ending December 31,
2008 32
Statements
of Operations for the Years Ended December 31,
2008 33
Statements
of Stockholder’s Equity for the Years Ended December 31, 200834
Statements
of Cash Flows for the Years Ended December 31,
2008 35
Notes to
Financial Statements for the Years Ended December 31, 200836-40
*********************************
Review
Report of Independent Registered Public Accounting
Firm 42
Balance
Sheets as of September 30, 2009 and December 31, 2008 (Unaudited)43
Statements
of Operations for the Three and Nine Months Ended September 30, 2009
and
From
Inception on January 9, 2008 through September 30, 2009 and 2008
(Unaudited)44
Statements
of Stockholder’s Equity for the Nine Months Ended September 30, 2009
(Unaudited)45
Statements
of Cash Flows for the Nine Months Ended September 30, 2009 and
From
Inception on January 9, 2008 through September 30, 2009 and 2008
(Unaudited)46
Notes to
Financial
Statements 47-50
ACTIVE
HEALTH FOODS, INC.
AUDIT
REPORT OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL
STATEMENTS
For
the Year Ended December 31, 2008
SADLER, GIBB & ASSOCIATES, L.L.C.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Active
Health Foods, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheet of Active Health Foods, Inc. (A
Development Stage Company) as of December 31, 2008, and the related statements
of operations, stockholders’ equity (deficit) and cash flows for the period from
January 9, 2008 (inception) through December 31, 2008. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conduct our audit in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Active Health Foods, Inc. (A
Development Stage Company) as of December 31, 2008, and the related statements
of operations, stockholders’ equity (deficit) and cash flows for the period from
January 9, 2008 (inception) through December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has had a loss from operations of $285,344, an
accumulated deficit of $285,344, working capital deficit of $8,819 and has
earned revenues of $16,764 since inception, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
SADLER,
GIBB AND ASSOCIATES, LLC
Salt Lake
City, UT
February
1, 2010
ACTIVE
HEALTH FOODS, INC.
BALANCE
SHEET
(A
Development Stage Company)
[Missing Graphic Reference]
The
accompanying notes are an integral part of these financial
statements.
ACTIVE
HEALTH FOODS, INC.
STATEMENTS
OF OPERATIONS
(A
Development Stage Company)
[Missing Graphic Reference]
The
accompanying notes are an integral part of these financial
statements.
ACTIVE
HEALTH FOODS, INC.
STATEMENT
OF STOCKHOLDERS’ EQUITY
(A
Development Stage Company)
[Missing Graphic Reference]
The
accompanying notes are an integral part of these financial
statements.
ACTIVE
HEALTH FOODS, INC.
STATEMENT
OF CASH FLOWS
(A
Development Stage Company)
[Missing Graphic Reference]
The
accompanying notes are an integral part of these financial
statements.
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
December
31, 2008
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and
Organization
Active
Health Foods, Inc. (“the Company”) was incorporated on January 9, 2008, as a
California corporation to develop and market health foods and nutritional
supplements. The Company has limited revenues and operations and
accordingly, therefore is classified as being in the development
stage.
Revenue
Recognition
The
Company’s revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectability is reasonably assured. The Company recognizes revenue net of
an allowance for estimated returns, at the time the merchandise is sold or
services performed. The allowance for sales returns is estimated based on the
Company’s historical experience. Sales taxes are presented on a net basis
(excluded from revenues and costs). Payments received before all of the relevant
criteria for revenue recognition are satisfied are recorded as unearned
revenue.
Basic Loss Per
Share
Basis
loss per share is calculated by dividing net loss by the weighted-average number
of shares of common stock outstanding during the year.
Provision for
Taxes
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by
a valuation allowance when, in the
opinion of management, it is
more likely than not that some
portion or all of the deferred tax assets will to be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
Net
deferred tax assets consist of the following components as of December 31,
2008.
[Missing
Graphic Reference]
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal, and state income tax rates of 39% to pretax income
from continuing operations for the periods ended December 31, 2008.
At
December 31, 2008, the Company had net operating loss carry forwards of
approximately $285,344. That may be offset against future taxable income through
2028. No tax benefit has been reported in the December 31, 2008 financial
statements since the potential tax benefit is offset by a valuation allowance of
the same amount.
36
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
December
31, 2008
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash and Cash
Equivalents
For
purposes of financial statement presentation, the Company considers all highly
liquid investments with a maturity of three months or less, from the date of
purchase, to be cash equivalents. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Impairment of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
Advertising
The
Company follows the policy of charging the costs of advertising to expense as
incurred. The Company has not incurred advertising costs as of December 31,
2008.
Income
Taxes
Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes. Deferred
taxes are recognized for differences between the bases of assets and liabilities
for financial statement and income tax purposes. The deferred tax assets and
liabilities represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and liabilities are
recovered or settled. Deferred taxes also are recognized for
operating losses and tax credits that are available to offset future taxable
income and income taxes.
NOTE
2 - GOING CONCERN
The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
37
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
December
31, 2008
NOTE
2 – GOING CONCERN (Continued)
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing
and
attain profitable operations. The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
NOTE
3 – RECENT ACCOUNTING PRONOUCEMENTS
In May
2009, the FASB issued FAS 165, “Subsequent Events”. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material impact on
the Company’s financial condition or results of operation.
In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46
(revised
December 2003), Consolidation
of Variable Interest Entities, as a result of the elimination of the
qualifying special-purpose entity concept in FAS 166, and (2) constituent
concerns about the application of certain key provisions of Interpretation
46(R), including those in which the accounting and disclosures under the
Interpretation do not always provided timely and useful information about an
enterprise’s involvement in a variable interest entity. This statement must be
applied as of the beginning of each reporting entity’s first annual reporting
period that begins after November 15, 2009. The Company does not expect the
adoption of FAS 167 to have an impact on the Company’s results of operations,
financial condition or cash flows.
In June
2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of FAS 168 to have
an impact on the Company’s results of operations, financial condition or cash
flows.
38
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
December
31, 2008
NOTE
4- COMMON STOCK ISSUANCES
During
2008, the Company issued 900,000 shares of its common stock to its founders for
services valued at $90. The Company issued 100,000 shares of its common stock as
part of an asset purchase agreement. These shares were valued at par.
The Company also received cash contributions from its founders in the amount of
$237,473.
NOTE
5- INTANGIBLE ASSETS
On
January 17, 2008 the Company entered into an asset purchase agreement to acquire
certain trade secrets and trademarks. The Company agreed to pay
$5,000 cash; issued 100,000 shares of common stock valued at $10 and assumed
$49,491 of net liabilities in exchange for formulas and trade
secrets.
The
Company valued the assets acquired at $64,502 and attributed half of the value
to the trademarks and half to the trade secrets as noted in the table
below. In accordance with SFAS 144 (ASC 360), management has
performed an impairment analysis based on future cash flows associated with the
assets. This analysis resulted in management impairing the
value of these assets to zero and recognizing an impairment loss of $64,502
during the year ended December 31, 2008. The following table shows
the carrying value of the Company’s intangible assets as of December 31,
2008.
[Missing Graphic Reference]
NOTE
6- NOTES PAYABLE
On
January 17, 2008 the Company entered into an asset purchase agreement to acquire
certain trade secrets and trademarks. The Company agreed to pay
$5,000 cash; issued 100,000 shares of common stock valued at $10 and assumed
$49,491 of net liabilities in exchange for formulas and trade
secrets.
The
$49,491 or net liabilities is comprised of two $45,000 notes that are payable in
equal monthly installments in the amount of five hundred dollars ($500) for
ninety (90) months continuing through September, 2015. The notes do
not accrue interest and have no prepayment penalty. Since the notes
do not accrue interest, the Company has computed an imputed interest on the
notes and recorded a corresponding discount. The interest rate used
to calculate the imputed interest is eight percent (8%). Summary of
the calculation of the discount on the notes are as follows:
[Missing Graphic Reference]
39
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
December
31, 2008
As of
December 31, 2008, the Company has recognized $3,050 in imputed interest
expense. Future annual maturities of notes payable as of December 31,
2008, were as follows:
[Missing Graphic Reference]
NOTE
7- SUBSEQUENT EVENTS
During
September 2009, the Company issued 1,750,000 shares of its common stock to its
legal counsel in exchange for services valued at $1,750. In addition, the
Company issued 20,000,000 shares of its common stock to its founder for services
valued at $20,000.
40
ACTIVE
HEALTH FOODS, INC.
REVIEW
REPORT OF INDEPENDENT ACCOUNTANTS
AND
FINANCIAL
STATEMENTS
For
the Nine Months Ended September 30, 2009
41
SADLER, GIBB & ASSOCIATES,
L.L.C.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Active
Health Foods, Inc.
(A
Development Stage Company)
We have
reviewed the accompanying balance sheet of Active Health Foods, Inc. (A
Development Stage Company) as of September 30, 2009, and the related statements
of operations, stockholders’ equity (deficit) and cash flows for the three and
nine months ending September 30, 2009. These financial statements are the
responsibility of the Company’s management.
We
conduct our review in accordance with standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information
consists principally of applying analytical procedures and making inquiries of
persons responsible for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with standards of the Public
Company Accounting Oversight Board (United States), the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on
our review, we are not aware of any material modifications that should be made
to the accompanying interim financial statements for them to be in conformity
with accounting principles generally accepted in the United States of
America.
SADLER,
GIBB AND ASSOCIATES, LLC
Salt Lake
City, UT
February
1, 2010
42
ACTIVE
HEALTH FOODS, INC.
BALANCE
SHEETS
(A
Development Stage Company)
September
30,
|
December
31,
|
|||||
2009
|
2008
|
|||||
ASSETS
|
(Unaudited)
|
|||||
Current
Assets
|
||||||
Cash
and cash equivalents
|
$ 2,642
|
$ 17
|
||||
Total
Current Assets
|
2,642
|
17
|
||||
TOTAL
ASSETS
|
$ 2,642
|
$ 17
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||
Current
Liabilities
|
||||||
Trade
accounts payable and accrued expenses
|
$ -
|
$ 1,197
|
||||
Related
party payable
|
10,000
|
-
|
||||
Notes
payable, current
|
7,370
|
7,639
|
||||
Total
Current Liabilities
|
17,370
|
8,836
|
||||
Long-Term
Liabilities
|
||||||
Notes
payable, net of discount
|
36,697
|
38,952
|
||||
Total
Long-Term Liabilities
|
36,697
|
38,952
|
||||
Stockholders'
Equity (Deficit)
|
||||||
Common
stock; $0.001 par value; 100,000,000 shares authorized;
|
||||||
22,750,000
and 1,000,000 shares issued and outstanding respectively
|
3,850
|
100
|
||||
Additional
paid-in capital
|
239,403
|
237,473
|
||||
Deficit
accumulated during the development stage
|
(294,678)
|
(285,344)
|
||||
Total
Stockholders' Equity (Deficit)
|
(51,425)
|
(47,771)
|
||||
Total
Liabilities and Stockholders' Equity
|
$ 2,642
|
$ 17
|
||||
|
||||||
The
accompanying notes are an integral part of these financial
statements.
43
ACTIVE
HEALTH FOODS, INC.
STATEMENTS
OF OPERATIONS
(A
Development Stage Company)
(Unaudited)
From
Inception
|
From
Inception
|
||||||||||||||||||||||
For
the Three
|
For
the Three
|
For
the Nine
|
on
January 9,
|
on
January 9,
|
|||||||||||||||||||
Months
Ended
|
Months
Ended
|
Months
Ended
|
2008
Through
|
2008
Through
|
|||||||||||||||||||
September
30,
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
|||||||||||||||||||
Sales
|
$ -
|
$ -
|
$ -
|
$ 16,764
|
$ 16,764
|
||||||||||||||||||
Cost
of Goods Sold
|
-
|
-
|
-
|
12,093
|
12,093
|
||||||||||||||||||
Gross
Profit
|
-
|
-
|
-
|
4,671
|
4,671
|
||||||||||||||||||
Operating
Expenses
|
|||||||||||||||||||||||
Impairment
of intangible assets
|
-
|
-
|
-
|
-
|
64,502
|
||||||||||||||||||
General
and administrative
|
2,108
|
4,225
|
6,096
|
226,772
|
229,059
|
||||||||||||||||||
Total
Operating Expenses
|
2,108
|
4,225
|
6,096
|
226,772
|
293,561
|
||||||||||||||||||
Loss
from Operations
|
(2,108)
|
(4,225)
|
(6,096)
|
(222,101)
|
(288,890)
|
||||||||||||||||||
Other
Income (Expense)
|
|||||||||||||||||||||||
Interest
expense
|
(1,463)
|
(1,351)
|
(3,238)
|
-
|
(6,288)
|
||||||||||||||||||
Gain
on extinguishment of debt
|
-
|
-
|
-
|
-
|
500
|
||||||||||||||||||
Total
Other Expenses
|
(1,463)
|
(1,351)
|
(3,238)
|
-
|
(5,788)
|
||||||||||||||||||
Net
(Loss)
|
$ (3,571)
|
$ (5,576)
|
$ (9,334)
|
$ (222,101)
|
$ (294,678)
|
||||||||||||||||||
Basic
Loss per Share
|
(0.00)
|
(0.01)
|
(0.00)
|
(0.22)
|
|||||||||||||||||||
Basic
Weighted-Average
|
|||||||||||||||||||||||
Shares
Outstanding
|
5,019,022
|
1,000,000
|
2,354,396
|
997,765
|
The
accompanying notes are an integral part of these financial
statements.
44
ACTIVE
HEALTH FOODS, INC.
STATEMENTS
OF STOCKHOLDERS’ EQUITY (DEFICIT)
(A
Development Stage Company)
(Unaudited)
Additional
|
Retained
|
Total
|
||||||||
Common
Stock
|
Paid-In
|
Earnings
|
Stockholders'
|
|||||||
Shares
|
Amount
|
Capital
|
(Deficit)
|
Equity
|
||||||
Balance,
inception, January 9, 2008
|
-
|
$ -
|
$ -
|
$ -
|
$ -
|
|||||
Issuance
of founder shares
|
900,000
|
90
|
(90)
|
-
|
-
|
|||||
Shares
issued for purchase of assets
|
100,000
|
10
|
-
|
-
|
10
|
|||||
Capital
contributed by shareholder
|
-
|
-
|
237,563
|
-
|
237,563
|
|||||
Net
loss from January 9, 2008 to
|
||||||||||
December
31, 2008
|
-
|
-
|
-
|
(285,344)
|
(285,344)
|
|||||
Balance,
December 31, 2008
|
1,000,000
|
$ 100
|
$ 237,473
|
$ (285,344)
|
$ (47,771)
|
|||||
Issuance
of shares to founder
|
20,000,000
|
2,000
|
-
|
-
|
2,000
|
|||||
Common
stock issued for services
|
1,750,000
|
1,750
|
-
|
-
|
1,750
|
|||||
Capital
contributed by shareholders
|
-
|
-
|
1,930
|
-
|
1,930
|
|||||
Net
loss for the nine months ended
|
||||||||||
September
30, 2009
|
-
|
-
|
-
|
(9,334)
|
(9,334)
|
|||||
Balance,
September 30, 2009
|
22,750,000
|
$ 3,850
|
$ 239,403
|
$ (294,678)
|
$ (51,425)
|
The
accompanying notes are an integral part of these financial
statements.
45
ACTIVE
HEALTH FOODS, INC.
STATEMENTS
OF CASH FLOWS
(A
Development Stage Company)
(Unaudited)
From
Inception
|
From
Inception
|
|||||
For
the Nine
|
on
January 9,
|
on
January 9,
|
||||
Months
Ended
|
2008
Through
|
2008
Through
|
||||
September
30,
|
September
30,
|
September
30,
|
||||
2009
|
2008
|
2009
|
||||
Cash
Flows From Operating Activities
|
||||||
Net
income (loss)
|
$ (9,334)
|
$ (222,201)
|
$ (294,678)
|
|||
Adjustments
to reconcile net loss to net cash used
|
||||||
by
operating activities
|
||||||
Common
stock issued for services
|
3,750
|
-
|
3,750
|
|||
Gain
on the extinguishment of debt
|
-
|
-
|
(500)
|
|||
Impairment
of intangible assets
|
-
|
-
|
64,502
|
|||
Amortization
of discount on notes payable
|
3,238
|
-
|
6,288
|
|||
Changes
in operating assets and liabilities
|
||||||
Accounts
payable and accrued expenses
|
(1,197)
|
-
|
-
|
|||
Net
Cash Used by Operating Activities
|
(3,543)
|
(222,201)
|
(220,638)
|
|||
Cash
Flows From Investing Activities
|
||||||
Investment
in intangible assets
|
-
|
-
|
(5,000)
|
|||
Net
Cash Provided by Investing Activities
|
-
|
-
|
(5,000)
|
|||
Cash
Flows From Financing Activities
|
||||||
Repayment
of notes payable
|
(5,762)
|
-
|
(21,213)
|
|||
Proceeds
from the issuance of related party payables
|
10,500
|
-
|
10,500
|
|||
Repayment
of related party payables
|
(500)
|
-
|
(500)
|
|||
Capital
contributed by shareholders
|
1,930
|
227,583
|
239,493
|
|||
Net
Cash Provided by Financing Activities
|
6,168
|
227,583
|
228,280
|
|||
Net
Increase (Decrease) in Cash
|
2,625
|
5,382
|
2,642
|
|||
Cash
at Beginning of Year
|
17
|
-
|
-
|
|||
Cash
at End of Year
|
$ 2,642
|
$ 5,482
|
$ 2,642
|
|||
Supplemental
Disclosures of Cash Flow Information
|
||||||
Cash
paid for interest
|
$ -
|
$ -
|
$ -
|
|||
Cash
paid for income taxes
|
$ -
|
$ -
|
$ -
|
|||
Supplemental
Schedule of Noncash Investing
|
||||||
and
Financing Activities
|
||||||
Stock
issued for assets
|
$ -
|
$ 10
|
$ 10
|
|||
Debt
assumed in acquisition of assets
|
$ -
|
$ 100,000
|
$ 100,000
|
The
accompanying notes are an integral part of these financial
statements.
46
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE
1 - CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at September 30, 2009, and for
all periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 2008 audited financial statements. The results of operations for
the period ended September 30, 2009 are not necessarily indicative of the
operating results for the full year.
NOTE
2 - GOING CONCERN
The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet
Established
an ongoing source of revenues sufficient to cover its operating costs and allow
it to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable to obtain
adequate capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
47
ACTIVE
HEALTH FOODS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
September
30, 2009 and December 31, 2008
NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements
In May
2009, the FASB issued FAS 165, “Subsequent Events”. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material
impact on the Company’s financial condition or results of
operation.
In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance, and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 167 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
In June
2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of FAS 168 to have
an impact on the Company’s results of operations, financial condition or cash
flows.
48
PART II: INFORMATION NOT
REQUIRED IN PROSPECTUS
ITEM 13 - OTHER EXPENSES OF
ISSUANCE AND DISTRIBUTION
The
following table sets forth the approximate costs and expenses payable by AHF in
connection with the sale of the common stock being registered. AHF has agreed to
pay all costs and expenses in connection with this offering of common stock.
The estimated expenses of issuance and distribution, assuming the maximum
proceeds are raised, are set forth below.
Legal
and Professional Fees
|
$
|
1,000
|
Accounting
Fees
|
$
|
2,500
|
Escrow
Fees
|
$
|
0
|
Total
|
$
|
3,500
|
ITEM 14 - INDEMNIFICATION OF
OFFICERS AND DIRECTORS
Active
Health Foods, Inc.’s Articles of Incorporation and Bylaws provide for the
indemnification of any present or former director or officer. AHF indemnifies
any director, officer, employee or agent who is successful on the merits or
otherwise in defense on any action or suit. Such indemnification shall include,
but not necessarily be limited to, expenses, including attorney's fees actually
or reasonably incurred by him. California law also provides for
discretionary indemnification for each person who serves as or at our request as
an officer or director. We may indemnify such individual against all
costs, expenses and liabilities incurred in a threatened, pending or completed
action, suit or proceeding brought because such individual is a director or
officer. Such individual must have conducted himself in good faith and
reasonably believed that his conduct was in, or not opposed to, our best
interests. In a criminal action, he must not have had a reasonable cause
to believe his conduct was unlawful.
ITEM 15 - RECENT SALES OF
UNREGISTERED SECURITIES
Since
inception on January 9, 2008, Active Health Foods, Inc. issued the following
unregistered securities in private transactions without registering the
securities under the Securities Act:
On
January 9, 2008, Gregory Manos, the sole officer and director of the Company,
was issued 900,000 shares of common stock for services and expenses, paid on
behalf of the Company, related to the founding and incorporation of the
Company. These shares were valued at $0.001 (par value) per share or
$900.00 in the aggregate. This transaction was exempt from the
registration provisions of the Securities Act of 1933, as amended, pursuant to
Section 4(2).
On
January 17, 2008, Shanais V. Pelka, holding a PhD in food science, was issued
100,000 shares of common stock for services, related to the development of the
products of the Company. These shares were valued at $0.001 (par
value) per share or $100.00 in the aggregate. This transaction was
exempt from the registration provisions of the Securities Act of 1933, as
amended, pursuant to Section 4(2).
On
September 14, 2009, Gregory Manos, the sole officer and director of the Company,
was issued 20,000,000 shares of common stock for services to the Company in lieu
of salary. These shares were valued at $0.001 (par value) per share
or $20,000.00 in the aggregate. This transaction was exempt from the
registration provisions of the Securities Act of 1933, as amended, pursuant to
Section 4(2).
On
September 14, 2009, Nevada Business Development Corporation, or its designates,
was issued 1,750,000 shares of common stock for services and expenses, paid on
behalf of the Company, related to general business consulting, development of
the Company and management of its corporate documents. These shares
were valued at $0.001 (par value) per share or $1,750.00 USD in the aggregate.
This transaction was exempt from the registration provisions of the Securities
Act of 1933, as amended, pursuant to Section 4(2).
The price
of the common stock issued above was arbitrarily determined and bore no
relationship to any objective criterion of value. At the time of issuance,
the Company was recently formed, in the process of being formed, in the process
of being developed, and/or developing its strategic business plan and possessed
no assets.
All of
the transactions above were transactions by the Company not involving any public
offering as required by the exemption provided from the registration provisions
of the Securities Act of 1933, as amended. As such, no advertising or
general solicitation was employed in offering any of the securities by the
Company. All certificates evidencing the securities issued in such
transactions
will bear
restrictive legends as securities issued in non-registered transactions that may
only be resold in compliance with applicable federal and state securities
laws. The applicable subscription documents relating to such
transactions contained acknowledgments by
49
the
purchaser of such securities that the securities being acquired have not been
registered, were restricted securities, could only be resold in compliance with
applicable federal and state securities laws and the certificates evidencing
such securities would bear restrictive legends.
In all of
the transactions above, no principal underwriters were used.
ITEM 16 -
EXHIBITS
Index
of Exhibits
Exhibit
No. Name/Identification
of
Exhibit
3.1
|
Articles
of Incorporation
|
3.2
|
Amended
Articles of Incorporation
|
3.3 Bylaws
5.1 Legal
Opinion
23.1 Consent
of Attorney
23.2 Consents
of Independent Auditors
99.1 Subscription
Agreement
99.2 Active
XTM
Trademark Registration
ITEM 17 -
UNDERTAKINGS
Undertakings
The
registrant hereby undertakes:
(1) To
file, during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Act");
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii)
Include any additional or changed material information on the plan of
distribution.
(2) For
determining liability under the Act, to treat each post-effective amendment as a
new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) To
file a post-effective amendment to remove from registration any of the
securities which remain unsold at the end of the offering.
(4) For
determining liability under the Act, to any purchaser in the initial
distribution of securities, the undersigned small business issuer undertakes
that in a primary offering of securities of the undersigned small business
issuer pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned small business issuer will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
50
(i) Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424 (230.424 of
this chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv) Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
(5)
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a Director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(6) For
the purpose of determining liability under the Securities Act to any purchaser,
each prospectus filed pursuant to Rule 424(b) as a part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness.
Provided, however, that no
statement made in the registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto authorized in the City of Riverside, State of California
on February 3, 2010.
Active
Health Foods, Inc.
|
(Registrant)
|
By: /s/ Gregory Manos
|
Gregory
Manos
|
President
and Secretary
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
/s/ Gregory Manos
|
President
and Director
Chief
Executive Officer
|
February
3, 2010
|
Gregory
Manos
|
||
/s/ Gregory Manos
|
Secretary
Chief
Financial Officer
|
February
3, 2010
|
Gregory
Manos
|
||
/s/ Gregory Manos
|
Treasurer
Chief
Accounting Officer
|
February
3, 2010
|
Gregory
Manos
|
51