1


UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended: December
31, 2009





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ________ to ________





Commission
File No. 333-164788





ACTIVE HEALTH FOODS,
INC.


(Exact
name of registrant as specified in its charter)





California
            
            26-1736663(State
      or other jurisdiction of incorporation or formation)
            
            (I.R.S.
      employer identification number)





6185
Magnolia Ave.


Suite
403


Riverside,
CA 92506


Email:
nbdc@onebox.com


(Address
of principal executive offices)





Registrant’s
      telephone number:
            (626)
      335-7750Registrant’s
      facsimile number:
            (626)
      335-7750





N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Securities
registered under Section 12(b) of the Exchange Act: None





Securities
registered under Section 12(g) of the Exchange Act: None


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yesx
No ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈No x





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):





Large
      accelerated filer
            
             ̈
            Accelerated
      filer
            
             ̈Non-accelerated
      filer
            
             ̈
            Smaller
      reporting company
            
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No ̈





State
issuer’s revenues for its most recent fiscal year: $0





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter is $0.





As of the
last business day of the Issuer’s most recently completed fiscal year December
31, 2009, the aggregate market value of the voting and non-voting common equity
held by non-affiliates was approximately $200,100.





As of
December 31, 2009, ­there were 22,750,000 shares of Common Stock, $0.001 par
value per share, issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None











































































































2










Table of
Contents








PAGEPART
      IItem
      1.
            Description
      of Business.
            4Item
      1A.
            Risk
      Factors
            7Item
      1B
            Unresolved
      Staff Comments
            9Item
      2.
            Properties
            9Item
      3.
            Legal
      Proceedings.
            10Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            10PART
      IIItem
      5.
            Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities.
            10Item
      6
            Selected
      Financial Data
            12Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation.
            12Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            15Item
      8.
            Financial
      Statements and Supplementary Data
            15Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            24Item
      9AT.
            Controls
      and Procedures.
            24Item
      9B.
            Other
      Information.
            25PART
      IIIItem
      10.
            Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance with Section 16(a) of the Exchange Act.
            25Item
      11.
            Executive
      Compensation.
            27Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            27Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            28Item
      14.
            Principal
      Accountant Fees and Services.
            29Item
      15.
            Exhibits
      and Reports on Form 8-K
            29SIGNATURES
            
            30





CERTIFICATIONS
















































































3





PART
I





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of the Registrant to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Registrant’s plans and objectives are
based, in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Registrant. Although
the Registrant believes its assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance the forward-looking statements included in
this Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Registrant or
any other person that the objectives and plans of the Registrant will be
achieved.





Item 1.Description of
Business





Form
and Year of Organization




Active
Health Foods, Inc. (“AHF” or the “Company”), was incorporated in the State of
California on January 9, 2008, under the same name.




Fiscal
Year End




Active
Health Foods, Inc.’s fiscal year end is December 31.




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.




Description
of Business




Principal
Products and 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. Active XTM
energy bars are very moist and flavorful, 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 five flavors:




►           Almond
Chocolate Delight




►           Peanut
Butter Chocolate Joy




►           Cashew
Berry Dream




►           Coconut
Cocoa Passion




►           Double
Chocolate Chip




Each
energy bar is 1.8 net ounces and comes wrapped in a distinctive, decorated full
color wrapping. 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.  Each uniquely designed display box holds 16 bars. There are
eight display boxes to a case, for a total 128 bars per case.




At the
present time, Active Health Foods, Inc. relies upon two (2) principal
suppliers.  These suppliers are:




Betty
Lou’s, Inc., 750 South East Booth Bend Road, McMinnville, Oregon for the
standard Active XTM
energy bars;




Think,
Plan, Deliver, 1010 #B Southwest Eleventh Ave., Portland, Oregon produces the
wrappings and boxes.




We do not
have any written contracts with either 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
its 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




We
believe our trademark, proprietary and non-proprietary formulas and information
afford us reasonable protection against the unauthorized copying of our
products. However, it is possible that competitors will develop products equal
to or superior to ours without infringing upon our intellectual
property.




Active
Health Foods, Inc. does not foresee the need to protect any intellectual
properties through formal means at this time. The Company will, however,
continue to physically guard its proprietary formulas for the ingredients of
Active XTM
energy bars.




Sales and Marketing
Strategy




Active
Health Foods, Inc.’s strategic focus of effort is 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.




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.




Once
funds are available, Active Health Foods, Inc. intends to retain a management
company that will sell to retail outlets including, but not limited to, health
food stores and gyms, as well as any other location it is appropriate and viable
for marketing 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.




4







As an
additional marketing tool, AHF will actively engage in membership in business
and professional associations and participate in public events in order to
develop direct public exposure and exploit networking opportunities that might
enhance our market introduction.




Distribution
Methods




Following
production of the Active XTM
energy bars, the energy bars will be shipped directly to distributors or
retailers or the Company will have the bars shipped to a local 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.




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. Our ability to remain competitive is based on our ability to
provide our customers with a broad range of quality products, competitively
priced, with superior customer service. The prospective ability to develop cost
effective products that provide superior value is an integral component of our
ability to stay competitive. We believe that the breadth and quality of our
existing product line, the infrastructure in place to effectively source our
products and the skill and dedication of our management will allow us to
successfully compete in our chosen marketplace.




No formal
study has been commissioned or initiated to analyze the competition that the
Company will or may face. The Company’s internal 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”. None of these produce and sell organic and natural food
bars like Active XTMenergy bars and as such they lack the nutritional value of an Active
XTM
energy bar.




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 an organic and  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.




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.




Dependence
upon One or a Few Major Customers




Active
Health Foods, Inc. does not expect to rely upon one or just a few
customers.  Management believes that the Active XTMenergy bars will have a broad public appeal.




Extent
that the Business Is Seasonal




Management
does not believe that Active XTMenergy bars are or will be seasonal.




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”.
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 XTMbrand becomes known to the public.




Need
for Government Approval on Principal Products or Services




The
Company is not aware of any government approval required for our
products.




5







Existing
or Probably Government Regulations




The
Company is not aware of any specific regulatory obstacles.  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.




Should we
be able to develop and open our own production facility, we would be subject to
further regulation under local, state and federal authorities, including
possible requirements regarding occupational safety, production and labor
practices, environmental protection and hazardous substance control, if any, and
may be subject to other present and future local, state and federal
regulation




Research
and Development




The
founder, Gregory Manos, personally directed the research and development of our
products prior to filing this registration statement.  No cost or
expense was or will be borne directly by any customer.




No future
research and development is anticipated at this time.




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.




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.




Anticipated
Material Changes in Number of Employees




We do not
anticipate any material change in the number of employees in the foreseeable
future.




Acquisition
or Disposition of Any Material Assets




The
Company does not anticipate any acquisition or disposition of any material
assets.




Material Acquisition of Plant and
Equipment




The
Company does not anticipate any material acquisition of any plant or
equipment.




Reports
to Security Holders




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 we file 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




Item 1A. Risk
Factors





RISKS ASSOCIATED WITH OUR
BUSINESS





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




6







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 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
and financial condition:




IF WE ARE UNABLE TO CONTINUE
AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR
INVESTMENT




We are a
start-up company with limited sales, no reliable customer base and inexperienced
management. 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 this filing. If our business fails, our
investors may face a complete loss of their investment.





BECAUSE WE HAVE ONLY
RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS
FAILURE




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.




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.




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. As a result of such ownership, investors 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.




7







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.




THE COSTS, EXPENSES AND
COMPLEXITY OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OR SEVERELY
RESTRICT  OUR OPERATIONS




After the
effectiveness of our 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.




COMPETITORS WITH MORE
RESOURCES MAY FORCE US OUT OF BUSINESS




The
market for customers in our chosen area 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.




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.




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.




8







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.




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.




Item 1B.Unresolved Staff
Comments





This
section is not applicable.





Item 2. Description of
Properties





We do not
own or lease any properties and at this time have no agreements to own or lease
any properties in the near future.





Item 3.Legal
Proceedings





The
Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.





Item 4. Submission of Matters to a
Vote of Security Holders





No
matters have been submitted to a vote of security holders.





PART
II





Item 5.Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities





Market
Information





Our
common stock is not yet quoted on OTC Bulletin Board. We cannot guarantee that a
meaningful trading market will ever develop.  If a market ever
develops for our common stock, of which we cannot guarantee, 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, which, without a direct relationship to our operating
performance, may affect the market price of our stock.





Holders





As of
December 31, 2009, we had 22, 750,000 shares of $0.001 par value common stock
issued and held by three (3) shareholders of record.





The
holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the common
stock have no preemptive rights and no right to convert their common stock into
any other securities. There are no redemption or sinking fund provisions
applicable to our common stock.





We do not
have a transfer agent as yet.





Dividends





We have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain future earnings, if any, for development of our business and
therefore do not anticipate that we will declare or pay cash dividends on our
capital stock in the foreseeable future.








9







“Penny Stock”
Regulations





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (1)
that a broker or dealer approve a person’s account for transactions in penny
stocks; and (2) the broker or dealer receives from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must: (1) obtain financial information and investment experience
objectives of the person; and (2) make a reasonable determination that the
transactions in penny stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Securities and Exchange Commission
relating to the penny stock market, which, in highlight form sets forth the
basis on which the broker or dealer made the suitability determination and that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





Our Company
Securities





(a)
Capital Stock





Common
Stock:





The
Company is authorized by its Certificate of Incorporation, as amended, to issue
an aggregate of 100,000,000 shares of common stock, par value $0.001 per share
(the “Common Stock”). As of December 31, 2009, there were 22,750,000 shares of
Common Stock issued and outstanding.





Preferred
Stock:





The
Company is not authorized to issue any preferred stock.





Voting
Rights:





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.




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 contemplate declaring dividends in the foreseeable
future.











10







(b)
Market Information





Our
common stock is not yet quoted on OTC Bulletin Board. We cannot guarantee that a
meaningful trading market will ever develop.  If a market ever
develops for our common stock, of which we cannot guarantee, 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, which, without a direct relationship to our operating
performance, may affect the market price of our stock.





(c)
Holders of the Company's Securities





As of
December 31, 2009, there were three (3) holders of record of shares of the
Company’s Common Stock.





(d)
Dividends





We have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain future earnings, if any, for development of our business and
therefore do not anticipate that we will declare or pay cash dividends on our
capital stock in the foreseeable future.





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 or
about January 9, 2008, Gregory Manos, the sole officer and director of the
Company, was issued 200,000 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 $200.00 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 or
about 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 or
about January 17, 2008, Manos Beverages, Inc. was issued 700,000 shares of
common stock for services related to the development of the Company and products
of the Company. These shares were valued at $0.001 (par value) per share or
$700.00 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 or
about September 14, 2009, Manos Beverages, Inc. transferred to Gregory Manos
700,000 shares of common stock in Active Health Foods, Inc. for services and
expenses related to the development of the products of the Company. These shares
were valued at $0.001 (par value) per share or $700.00 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 or
about 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 and reimbursement for expenses. 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 or
about September 14, 2009, Nevada Business Development Corporation 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




11







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 6. Selected Financial
Data





This
section is not applicable.





Item 7.Management’s Discussion and
Analysis of Financial Condition and Results of Operations





You
should read the following discussion together with our consolidated financial
statements and the related notes included elsewhere in this Annual Report. This
discussion contains forward-looking statements, which involve risks and
uncertainties. Our actual results may differ materially from those we currently
anticipate as a result of many factors, including the factors we describe under
"Risk Factors” and elsewhere in this Annual Report.





Forward
Looking Statements





Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or of our financial
condition, and state other “forward-looking” information.





We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this Annual Report. See "Risk Factors."





Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “Active” in this
Annual Report collectively refers to the Company.





Plan
of Operation




Active
Health Foods, Inc. was incorporated on January 9, 2008 in the State of
California, under the same name.





As of
December 31, 2009, the Company is a shell company as defined in Rule 12b-2 of
the Exchange Act.





Active
Health Foods, Inc. has 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.  Active XTM
energy bars are very moist, organic and 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 five flavors:




►           Almond
Chocolate Delight




►           Peanut
Butter Chocolate Joy




►           Cashew
Berry Dream




►           Coconut
Cocoa Passion




►           Double
Chocolate Chip




Each
energy bar is 1.8 net ounces and comes wrapped in a distinctive, decorated full
color wrapping. 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.
Each uniquely designed display box holds 16 bars. There are eight display boxes
to a case, for a total of 128 bars per case




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.




Since
incorporation, we have financed our operations primarily through minimal initial
capitalization and nominal sales.




12







To date
we have not implemented our planned principal operations. 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 stock in
exchange for cash in order to continue as a going concern. There are no formal
or informal agreements to attain any 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 are 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
and Capital Resources





As of
December 31, 2009, we had limited cash of $3,418 and an accumulated deficit
during the development stage (Inception to December 31, 2009) of $256,880. Our
operating activities had a net loss of $39,679 in cash for the fiscal year
period ended December 31, 2009, while our operations had a net loss of $217,201
in cash in the fiscal year ended December 31, 2008. The decrease in uses of
operating cash was primarily attributable to a decrease in start-up costs and a
decrease in activity.





We did
not realize any revenue during the fiscal year ended December 31, 2009 as
opposed to revenues of $16,764 for the period commencing January 9, 2008
(inception) and ending December 31, 2009. Due to the foregoing and our status as
a shell company, as of December 31, 2009, our auditors have expressed their
doubt as to our ability to continue as a going concern.





In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
development of a consistent source of revenues. The ability of the Company to
continue as a going concern is dependent upon its ability to successfully
accomplish its strategic business plan, become profitable and to be able to
sustain such profitability. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.





Management
believes that the Company will require substantial cash infusion for the next
twelve months to fund its operations. There is no guarantee that such cash
infusion will be available.





At
December 31, 2009, the Company had loans and notes outstanding of $84,000,
related-party payables of $139,948 and a current accounts payable of
$14,500.





Results
of Operations




Fiscal
Year Ended December 31, 2009 Compared to December 31, 2008





The
following table summarizes the results of our operations during the fiscal years
ended December 31, 2009 and 2008, respectively, and provides information
regarding the dollar and percentage increase or (decrease) from the current
12-month period to the prior 12-month period:





Line
      Item
            
            12/31/2009
              (Audited)
            
            
            12/31/2008
              (Audited)
            
            
            Increase
              (Decrease)
            
            
            Percentage
              Increase
              (Decrease)Revenues
            
            $
            0
            
            
            $
            16,764
            
            
            $
            (16,764)
            
            
            
            (168)%Total
      Operating Expenses
            
            $
            39,679
            
            
            $
            165,878
            
            
            $
            (126,199)
            
            
            
            (418%)Net
      (Loss)
            
            $
            (39,679)
            
            
            $
            (217,201
            
            
            $
            (177,522)
            
            
            
            (547%)Loss
      Per Share of Common Stock
            
            $
            (0.01)
            
            
            $
            (0.22)
            
            
            $
            (0.21)
            
            
            
            0%





Assets. At December 31, 2009,
we had $3,418 cash on hand. On December 31, 2008, we had $17 cash on hand. This
minimal amount of cash on hand and nominal increase was principally due to loans
being received.





Total Current Liabilities.Our Total Current Liabilities increased to $238,448 on December 31, 2009
from $217,118 on December 31, 2008. This increase in Total Current Liabilities
was due to additional start-up activities and increased administrative
activity.


13








Revenues.Our Revenues were
$0 for the fiscal year ended December 31, 2009, a decrease from $16,764 for the
fiscal year ended December 31, 2008. This decrease was due to a lack of product
to market and sell.





Operating Expenses.Our Total
Operating Expenses decreased to $39,679 for the fiscal year ended December 31,
2009 from $165,878 for the fiscal year ended September 30, 2008. This decrease
in Total Operating Expenses was due to decreased business activity.





Net Loss.We recorded a Net
Loss of $39,679 for the fiscal year ended December 31, 2009 as compared with a
Net Loss of $217,201 for the fiscal year ended December 31, 2008. The decrease
in Net Losses was due to decreased business activity.





Total Stockholders’ Deficit.Total Stockholders’ Deficit increased to $235,030 on December 31, 2009
from $217,101 on December 31, 2008. This increase in Total Stockholders’ Equity
was due to expenses related to additional start-up costs and decreased business
activity.





Since
inception, we have generated $16,764 in revenues and have incurred a cumulative
net loss of $256,880.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.




Seasonality





Our
operating results are not affected by seasonality.





Inflation





Our
business and operating results are not affected in any material way by
inflation.





Critical
Accounting Policies





The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. The nature of our business
generally does not call for the preparation or use of estimates. Due to the fact
that the Company does not have any operating business, we do not believe that we
do not have any such critical accounting policies.





Item 7A.Quantitative and
Qualitative Disclosures about Market Risk





This
section is not applicable.





Item 8.Financial Statements and
Supplementary Data








PageAudit
      Report of Independent Accountants
            16Balance
      Sheets -- December 31, 2009 and 2008
            17Statements
      of Operations for the Years Ended December 31, 2009 and
    2008
            18Statements
      of Stockholder's Equity for the Years Ended December 31, 2009 and
      2008
            19Statements
      of Cash Flows for the Years Ended December 31, 2009 and
    2008
            20Notes
      to Financial Statements
            21














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 sheets of Active Health Foods, Inc. (A
Development Stage Company) as of December 31, 2009 and 2008, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years then ended. 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, 2009 and 2008, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years then ended, 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 3 to the financial
statements, the Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs which raises substantial doubt about its
ability to continue as a going concern. Management’s plans concerning these
matters are also described in Note 3. 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


April 9,
2010












































14







ACTIVE
      HEALTH FOODS, INC.(A
      Development Stage Company)Balance
      SheetsASSETSDecember
      31,
            
            December
      31,2009
            
            2008(Restated)CURRENT
      ASSETSCash
            
            $
            3,418
            
            $
            17Total
      Current Assets
            
            3,418
            
            
            17TOTAL
      ASSETS
            $
            3,418
            
            $
            17LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            $
            14,500
            
            $
            1,197Related-party
      payable
            
            139,948
            
            
            131,921Notes
      payable
            
            84,000
            
            
            84,000Total
      Current Liabilities
            
            238,448
            
            
            217,118LONG-TERM
      LIABILITIESNotes
      payable, net of discount
            
            -
            
            
            -Total
      Long-term Liabilities
            
            -
            
            
            -TOTAL
      LIABILITIES
            
            238,448
            
            
            217,118STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock;100,000,000 shares authorized,at
      $0.001 par value,  22,750,000 and 1,000,000shares
      issued  and outstanding, respectively
            
            22,750
            
            
            1,000Additional
      paid-in capital
            
            (900)
            
            
            (900)Deficit
      accumulated during the development stage
            
            (256,880)
            
            
            (217,201)Total
      Stockholders' Equity (Deficit)
            
            (235,030)
            
            
            (217,101)TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
            $
            3,418
            
            $
            17The
      accompanying notes are an integral part of these financial
      statements.










ACTIVE
      HEALTH FOODS, INC.(A
      Development Stage Company)Statements
      of OperationsFrom
            
            FromInception
      on
            
            Inception
      onFor
      the
            
            January
      9,
            
            January
      9,Year
      Ended
            
            2008
      Through
            
            2008
      ThroughDecember
      31,
            
            December
      31,
            
            December
      31,2009
            
            2008
            
            2009(Restated)REVENUES
            
            $
            -
            
            $
            16,764
            
            $
            16,764COST
      OF SALES
            
            
            -
            
            
            27,578
            
            
            27,578GROSS
      PROFIT
            
            
            -
            
            
            (10,814)
            
            
            (10,814)OPERATING
      EXPENSESImpairment
      of intangible assets
            
            
            -
            
            
            64,592
            
            
            64,592General
      and administrative
            
            
            39,679
            
            
            101,286
            
            
            140,965Total
      Operating Expenses
            
            
            39,679
            
            
            165,878
            
            
            205,557LOSS
      FROM OPERATIONS
            
            
            (39,679)
            
            
            (176,692)
            
            
            (216,371)OTHER
      INCOMEInterest
      expense
            
            
            -
            
            
            (40,509)
            
            
            (40,509)Total
      Other Income (Expense)
            
            
            -
            
            
            (40,509)
            
            
            (40,509)LOSS
      BEFORE INCOME TAXES
            
            
            (39,679)
            
            
            (217,201)
            
            
            (256,880)PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            -
            
            
            -NET
      LOSS
            
            $
            (39,679)
            
            $
            (217,201)
            
            $
            (256,880)BASIC
      AND DILUTED LOSS PER SHARE
            
            $
            (0.01)
            
            $
            (0.22)WEIGHTED
      AVERAGENUMBER
      OF COMMON SHARESOUTSTANDING
            
            
            7,435,616
            
            
            997,759The
      accompanying notes are an integral part of these financial
      statements







ACTIVE
      HEALTH FOODS, INC.(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)(Restated)DeficitAccumulated
            
            TotalAdditional
            
            During
      the
            
            Stockholders'Common
      Stock
            
            Paid-In
            
            Development
            
            EquityShares
            
            Amount
            
            Capital
            
            Stage
            
            (Deficit)Balance
      at inception on January 9, 2008
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
      of founders' shares
            900,000
            
            
            900
            
            
            (900)
            
            
            -
            
            
            -Shares
      issued for purchase of assets
            100,000
            
            
            100
            
            
            -
            
            
            -
            
            
            100Net
      loss from January 9, 2008 toDecember
      31, 2008
            -
            
            
            -
            
            
            -
            
            
            (217,201)
            
            
            (217,201)Balance,
      December 31, 2008
            1,000,000
            
            
            1,000
            
            
            (900)
            
            
            (217,201)
            
            
            (217,101)Common
      stock issued for services
            20,000,000
            
            
            20,000
            
            
            -
            
            
            -
            
            
            20,000Common
      stock issued for services
            1,750,000
            
            
            1,750
            
            
            -
            
            
            -
            
            
            1,750Net
      loss for the year endedDecember
      31, 2009
            -
            
            
            -
            
            
            -
            
            
            (39,679)
            
            
            (39,679)Balance,
      December 31, 2009
            22,750,000
            
            $
            22,750
            
            $
            (900)
            
            $
            (256,880)
            
            $
            (235,030)The
      accompanying notes are an integral part of these financial
      statements.







ACTIVE
      HEALTH FOODS, INC.(A
      Development Stage Company)Statements
      of Cash FlowsFrom
            
            FromInception
      on
            
            Inception
      onFor
      the
            
            January
      9,
            
            January
      9,Year
      Ended
            
            2008
      Through
            
            2008
      ThroughDecember
      31,
            
            December
      31,
            
            December
      31,2009
            
            2008
            
            2009(Restated)OPERATING
      ACTIVITIESNet
      loss
            
            $
            (39,679)
            
            $
            (217,201)
            
            $
            (256,880)Adjustments
      to reconcile net loss to net cashused
      by operating activities:Common
      stock issued for services
            
            21,750
            
            
            -
            
            
            21,750Impairment
      of intangible assets
            
            -
            
            
            64,592
            
            
            64,592Amortization
      of discount on notes payable
            
            -
            
            
            40,509
            
            
            40,509Changes
      in operating assets and liabilities:Change
      in accounts payable and accrued expenses
            
            13,303
            
            
            1,197
            
            
            14,500Net
      Cash Used in Operating Activities
            
            (4,626)
            
            
            (110,903)
            
            
            (115,529)INVESTING
      ACTIVITIESPurchase
      of intangible assets
            
            -
            
            
            (5,000)
            
            
            (5,000)Net
      Cash Used in Investing Activities
            
            -
            
            
            (5,000)
            
            
            (5,000)FINANCING
      ACTIVITIESRepayment
      of loans
            
            -
            
            
            (16,000)
            
            
            (16,000)Proceeds
      from related party loans
            
            12,440
            
            
            232,115
            
            
            244,555Repayment
      of related party loans
            
            (4,413)
            
            
            (100,195)
            
            
            (104,608)Net
      Cash Provided by Financing Activities
            
            8,027
            
            
            115,920
            
            
            123,947NET
      INCREASE IN CASH
            
            3,401
            
            
            17
            
            
            3,418CASH
      AT BEGINNING OF PERIOD
            
            17
            
            
            -
            
            
            -CASH
      AT END OF PERIOD
            $
            3,418
            
            $
            17
            
            $
            3,418SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
      taxes
            $
            -
            
            $
            -
            
            $
            -NON
      CASH FINANCING ACTIVITIES:Common
      stock issued for assets
            $
            -
            
            $
            100
            
            $
            100Debt
      assumed in acquisition of assets
            $
            -
            
            $
            100,000
            
            $
            100,000The
      accompanying notes are an integral part of these financial
      statements.





ACTIVE
HEALTH FOODS, INC.


(A
Development Stage Company)


Notes to
Financial Statements


December
31, 2009 and 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.





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.




Reclassifications


The
Company has made certain reclassifications to the 2008 financial statements
herein, in order for the 2008 financial results to be comparable to the 2009
financial statements. The reclassifications did not impact total assets, total
liabilities, total stockholders’ deficit or net loss for 2008.




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.





Concentrations of
Risk


The
Company’s bank accounts are held in insured institutions. The funds are insured
up to $250,000 USD. At December 31, 2009, the Company’s bank deposits did not
exceed the insured amounts.





Accounts
Receivable


Accounts
receivable are carried at original invoice amount less an estimate made for
doubtful receivables based on a review of all outstanding amounts on a monthly
basis.  Specific reserves are estimated by management based on certain
assumptions and variables, including the customer’s financial condition, age of
the customer’s receivables, and changes in payment histories.  As of
December 31, 2009 and 2008, an allowance for doubtful receivables $-0-
and    $-0-, respectively, was considered
necessary.  Trade receivables are written off when deemed
uncollectible.  Recoveries of trade receivables previously written off
are recorded when received.





Inventory


In
accordance with ASC 330, the Company’s inventories are recorded at the lower of
cost or market. The Company has no inventory as of December 31, 2009 and
2008.




Impairment of Long-Lived
Assets


Long-lived
tangible assets and definite-lived intangible assets are reviewed for possible
impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. The Company uses an
estimate of undiscounted future net cash flows of the assets over the remaining
useful lives in determining whether the carrying value of the assets is
recoverable. If the carrying values of the assets exceed the expected future
cash flows of the assets, the Company recognizes an impairment loss equal to the
difference between the carrying values of the assets and their estimated fair
values. Impairment of long-lived assets is assessed at the lowest levels for
which there are identifiable cash flows that are independent from other groups
of assets. The evaluation of long-lived assets requires the Company to use
estimates of future cash flows. However, actual cash flows may differ from the
estimated future cash flows used in these impairment tests. During the year
ended December 31, 2008, the Company recorded an impairment of its assets in the
amount of $64,592.




15







NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)




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.





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, 2009
and 2008.





Provision for
Taxes


The
Company applies ASC 740, which requires the asset and liability method of
accounting for income taxes.  The asset and liability method requires that
the current or deferred tax consequences of all events recognized in the
financial statements are measured by applying the provisions of enacted tax laws
to determine the amount of taxes payable or refundable currently or in future
years. Deferred tax assets are reviewed for recoverability and the Company
records a valuation allowance to reduce its deferred tax assets when it is more
likely than not that all or some portion of the deferred tax assets will not be
recovered.




The
Company adopted ASC 740, at the beginning of fiscal year 2008. This
interpretation requires recognition and measurement of uncertain tax positions
using a “more-likely-than-not” approach, requiring the recognition and
measurement of uncertain tax positions. The adoption of ASC 740 had no material
impact on the Company’s financial statements.




Basic Loss Per
Share





The
computations of basic loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements.
The Company computes net income (loss) per share in accordance with ASC 260. ASC
260 requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method. In computing Diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive. The Company had no common
stock equivalents outstanding as of December 31, 2009 and 2008.




For
      the Year Ended December 31,2009
            
            2008Net
      Loss  (Numerator)
            
            $
            (39,679)
            
            $
            (217,201)Shares
      (Denominator)
            
            
            7,435,616
            
            
            997,759Per
      share (total)
            
            $
            (0.01)
            
            $
            (0.22)







Recently Issued Accounting
Pronouncements


In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.




16







NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)




In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.




In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement
167.




In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166.




In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1.




In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.




In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.




In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.




Recently Issued Accounting
Pronouncements (continued)


In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.

















17







NOTE
2 - RESTATED FINANCIAL STATEMENTS




In
conjunction with the audit of the Company’s financial statements for the year
ended December 31, 2009, the Company discovered various material errors in the
previously filed financial statements for the year ended December 31,
2008.   These misstatements are the result of the
misclassification of borrowed funds as equity as opposed to related party
payables.  The Company also erroneously recorded repayments of these
loans as general and administrative expenses.  These errors resulted
in the overstatement of operating expenses by approximately $122,000, the
overstatement of additional paid-in capital by approximately $238,000 and the
understatement of relate party loan of approximately
$132,000.  Additionally, the Company was found to be in default of its
notes payable agreements as of December 31, 2008 which triggers a due on demand
clause in the payable agreements.  As part of this restatement the
Company has fully amortized all discounts on notes payable previously recorded
and booked the interest expense totaling approximately $37,000 related to that
amortization.  Additionally, the entire note balance has been
reclassified into current liabilities.




Included
in this filing are the restated 2008 fiscal year financial
statements.  For comparative purposes, the table below presents the
reaudited balance sheets, income statements and statements of cash flows
compared to the original filing.























































































































18







NOTE
2 - RESTATED FINANCIAL STATEMENTS (CONTINUED)




ASSETSDecember
      31,
            
            December
      31,2008
            
            2008
            
            Difference(Restated)
            
            (Original)CURRENT
      ASSETSCash
            
            $
            17
            
            $
            17
            
            $
            -Total
      Current Assets
            
            17
            
            
            17
            
            
            -TOTAL
      ASSETS
            $
            17
            
            $
            17
            
            $
            -LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            $
            1,197
            
            $
            1,197
            
            $
            -Related-party
      payable
            
            131,921
            
            
            -
            
            
            131,921Notes
      payable
            
            84,000
            
            
            7,639
            
            
            76,361Total
      Current Liabilities
            
            217,118
            
            
            8,836
            
            
            208,282LONG-TERM
      LIABILITIESNotes
      payable, net of discount
            
            -
            
            
            38,952
            
            
            (38,952)Total
      Long-term Liabilities
            
            -
            
            
            38,952
            
            
            (38,952)TOTAL
      LIABILITIES
            
            217,118
            
            
            47,788
            
            
            169,330STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock;100,000,000 shares authorized,at
      $0.001 par value,  22,750,000 and 1,000,000shares
      issued  and outstanding, respectively
            
            1,000
            
            
            100
            
            
            900Additional
      paid-in capital
            
            (900)
            
            
            237,473
            
            
            (238,373)Deficit
      accumulated during the development stage
            
            (217,201)
            
            
            (285,344)
            
            
            68,143Total
      Stockholders' Equity (Deficit)
            
            (217,101)
            
            
            (47,771)
            
            
            (169,330)TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
            $
            17
            
            $
            17
            
            $
            -












19







NOTE
2 - RESTATED FINANCIAL STATEMENTS (CONTINUED)




Statements
      of OperationsFrom
            
            FromInception
      on
            
            Inception
      onJanuary
      9,
            
            January
      9,2008
      Through
            
            2008
      ThroughDecember
      31,
            
            December
      31,2008
            
            2008
            
            Difference(Restated)
            
            (Original)REVENUES
            
            $
            16,764
            
            $
            16,764
            
            $
            -COST
      OF SALES
            
            
            27,578
            
            
            12,093
            
            
            15,485GROSS
      PROFIT
            
            
            (10,814)
            
            
            4,671
            
            
            15,485OPERATING
      EXPENSESImpairment
      of intangible assets
            
            
            64,592
            
            
            64,502
            
            
            90General
      and administrative
            
            
            101,286
            
            
            222,963
            
            
            (121,677)Total
      Operating Expenses
            
            
            165,878
            
            
            287,465
            
            
            (121,587)LOSS
      FROM OPERATIONS
            
            
            (176,692)
            
            
            (282,794)
            
            
            106,102OTHER
      INCOMEInterest
      expense
            
            
            (40,509)
            
            
            (3,050)
            
            
            (37,459)Gain
      on extinguishment of debt
            
            
            -
            
            
            500
            
            
            (500)Total
      Other Income (Expense)
            
            
            (40,509)
            
            
            (2,550)
            
            
            (37,959)LOSS
      BEFORE INCOME TAXES
            
            
            (217,201)
            
            
            (285,344)
            
            
            68,143PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            -
            
            
            -NET
      LOSS
            
            $
            (217,201)
            
            $
            (285,344)
            
            $
            68,143BASIC
      AND DILUTED LOSS PER SHARE
            
            $
            (0.22)
            
            $
            (0.29)
            
            $
            0.07WEIGHTED
      AVERAGENUMBER
      OF COMMON SHARESOUTSTANDING
            
            
            997,759
            
            
            997,765
            
            
            (6)







20







NOTE
2 - RESTATED FINANCIAL STATEMENTS (CONTINUED)




Statements
      of Cash FlowsFrom
            
            FromInception
      on
            
            Inception
      onJanuary
      9,
            
            January
      9,2008
      Through
            
            2008
      ThroughDecember
      31,
            
            December
      31,2008
            
            2008
            
            Difference(Restated)
            
            (Original)OPERATING
      ACTIVITIESNet
      loss
            
            $
            (217,201)
            
            $
            (285,344)
            
            $
            68,143Adjustments
      to reconcile net loss to net cashused
      by operating activities:Common
      stock issued for services
            
            -
            
            
            -
            
            
            -Gain
      on extinguishment of debt
            
            -
            
            
            (500)
            
            
            500Impairment
      of intangible assets
            
            64,592
            
            
            64,502
            
            
            90Ammortization
      of discount on notes payable
            
            40,509
            
            
            3,050
            
            
            37,459Changes
      in operating assets and liabilities:Change
      in accounts payable and accrued expenses
            
            1,197
            
            
            1,197
            
            
            -Net
      Cash Used in Operating Activities
            
            (110,903)
            
            
            (217,095)
            
            
            106,192INVESTING
      ACTIVITIESPurchase
      of intangible assets
            
            (5,000)
            
            
            (5,000)
            
            
            -Net
      Cash Used in Investing Activities
            
            (5,000)
            
            
            (5,000)
            
            
            -FINANCING
      ACTIVITIESRepayment
      of loans
            
            (16,000)
            
            
            (15,451)
            
            
            (549)Proceeds
      from related party loans
            
            232,115
            
            
            -
            
            
            232,115Repayment
      of related party loans
            
            (100,195)
            
            
            -
            
            
            (100,195)Capital
      contributed by shareholders
            
            -
            
            
            237,563
            
            
            (237,563)Net
      Cash Provided by Financing Activities
            
            115,920
            
            
            222,112
            
            
            (106,192)NET
      INCREASE (DECREASE) IN CASH
            
            17
            
            
            17
            
            
            -CASH
      AT BEGINNING OF PERIOD
            
            -
            
            
            -
            
            
            -CASH
      AT END OF PERIOD
            $
            17
            
            $
            17
            
            $
            -

















21







NOTE
3 - 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
4- INTANGIBLE ASSETS




On
January 17, 2008 the Company entered into an asset purchase agreement to acquire
certain trade secrets and trademarks.  The Company paid $5,000 cash;
issued 100,000 shares of common stock valued at $100 and assumed $59,492 of net
liabilities in exchange for formulas and trade secrets.




The
Company valued the assets acquired at $64,592 and attributed half of the value
to the trademarks and half to the trade secrets as noted in the table
below.  In accordance with 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 $64,592
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.




Trademarks
            $
            32,296Trade
      secrets
            
            32,296Intangible
      assets prior to impairment
            
            64,592Impairment
            
            (64,592)Net
      intangible assets
            $
            -





NOTE 5 –
RELATED PARTY PAYABLES




During
the years ended December 31, 2009 and 2008, the Company had borrowed a total of
$139,948 and $131,921 from an officer of the Company to finance the ongoing
operations of the Company.  These payables are non interest bearing,
are unsecured and are due on demand.




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 paid $5,000 cash;
issued 100,000 shares of common stock valued at $100 and assumed $59,492 of net
liabilities in exchange for formulas and trade secrets.




The
$59,492 of net liabilities are comprised of a $10,000 note, which was repaid
shortly after the acquisition, and 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.  In the event the
Company becomes delinquent on payments, the notes become payable on
demand.  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:




PV
      of loan discounted at 8%
            $
            49,491Undiscounted
      value of loan
            
            90,000Net
      discount
            $
            (40,509)


22







As of
December 31, 2008, the Company was delinquent in its payments of these two
notes.  Therefore, the Company has recognized the full discount on the
note as interest expense and has reclassified the entire note balance to current
liabilities.   As of December 31, 2009 the Company has recognized
$40,509 in imputed interest expense.  As of December 31, 2009 the
balance of the notes totals $84,000.  As the notes are due on demand,
thus there are no future annual maturities to report.




NOTE
7 - COMMON STOCK ISSUANCES




During
2008, the Company issued 900,000 shares of its common stock to its founders. The
Company issued 100,000 shares of its common stock as part of an asset purchase
agreement valued at $100.




During
2009, the Company issued 20,000,000 shares to its founders for services valued
at $20,000. The Company also issued 1,750,000 to other consultants for services
valued at $1,750.




NOTE
8 - INCOME TAXES




No
provision has been made in the financial statements for income taxes because the
Company has accumulated losses from operations since inception.  Any
deferred tax benefit arising from the operating loss carried forward is offset
entirely by a valuation allowance since it is currently not likely that the
Company will be significantly profitable in the near future to take advantage of
the losses.  The provision for income taxes consists of the
following:




Years
      Ended December 31,2009
            
            2008Current
      taxes
            $
            (15,475)
            
            $
            (84,708)Common
      stock issued for services
            
            8,483
            
            
            -Impairment
      of intangible assets
            
            -
            
            
            25,191Benefits
      of operating loss carryforward
            
            6,992
            
            
            59,517Total
      provision for income taxes
            $
            -
            
            $
            -





The
following table shows the components of the Company’s deferred tax
assets.




Years
      Ended December 31,2009
            
            2008Deferred Tax AssetsLoss
      carryforward (expire through 2029)
            
            $           (74,992)
            
            $           (84,708)Impairment
      of intangible assets
            
            -
            
            25,191Stock
      compensation expense
            
            8,483
            
            -Total
      gross deferred tax asset
            
            66,509
            
            59,517Valuation
      allowance
            
            (66,509)
            
            (59,517)Net
      deferred taxes
            
            -
            
            -Deferred
      tax liabilities
            
            -
            
            -Net
      deferred taxes
            
            $
                              -
            
            $
                              -





The
valuation allowance has increased $6,992 during the period ended December 31,
2009. The Company adopted the provisions of ASC 740 at the beginning of fiscal
year 2008. As a result of this adoption, the Company has not made any
adjustments to deferred tax assets or liabilities. The Company did not identify
any material uncertain tax positions on returns that have been filed or that
will be filed. The Company has not had operations resulting in net income and is
carrying a large Net Operating Loss as disclosed above. Since it is not thought
that this Net Operating Loss will ever produce a tax benefit, even if examined
by taxing authorities and disallowed entirely, there would be no effect on the
financial statements.




NOTE
9 - SUBSEQUENT EVENTS




In
accordance with ASC 855-10, Company management reviewed all material events
through the date of this filing, and there are no material subsequent events to
report other than those reported.









Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





There
have been no changes or disagreements with our accounting firm.





Item 9A(T). Controls and
Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the principal
executive officer and the principal financial officer, of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
December 31, 2009. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the chief
executive officer and the chief financial officer, to allow timely decisions
regarding required disclosures.





Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Commission’s
rules and forms, and that such information was not accumulated and communicated
to management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required
disclosures.





Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
principal executive officer and the principal financial officer, designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with United States generally accepted accounting principles
(GAAP). Internal control over financial reporting includes those policies and
procedures that:





●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





●
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      board of directors; and





●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2009, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.





Management
has concluded that our internal control over financial reporting had the
following deficiency: We were unable to maintain any segregation of duties
within our business operations due to our reliance on a single individual
fulfilling the role of sole officer and director. While this control deficiency
did not result in any audit adjustments to our financial statements, it could
have resulted in a material misstatement that might have been prevented or
detected by a segregation of duties. Accordingly we have determined that this
control deficiency constitutes a material weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes
in Internal Controls over Financial Reporting





During
the quarter ended December 31, 2009, there has been no change in internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.





Item 9B.Other
Information





None


PART
III





Item 10.Directors, Executive
Officers and Corporate Governance





Identification
of Directors and Executive Officers





The
following table sets forth certain information concerning our officers and
directors.





Name and
Address                                Age           Position                                                      Period of
Service





Gregory
Manos                                           56           President,
Secretary,
Treasurer                                                      January
9, 2008 (inception) to the present


Chief Executive Officer


Chief Accounting Officer


Director





Our
directors 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. Our officers are appointed by our
directors and hold office until resignation or removal from office.





Identification
of Significant 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. We do not anticipate hiring any employees in
the future until we further develop our business plan.





Family
Relationships




There are
no family relationships between any director, executive officer, or person
nominated or chosen by the registrant to become a director or executive
officer.




Business
Experience of Each Director and Executive Officer




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 nor 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.




Promoters
and Control Persons




At the
time of this filing, we are not engaged in any transactions, either directly or
indirectly, with any persons or organizations considered promoters.





Board
Committees




Our board
of directors has not established any committees, including an audit committee, a
compensation committee, a nominating committee or any committee or committees
performing similar functions. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our board of directors believes that the establishment of
committees of the board would not provide any benefits to our company, could be
considered more form than substance and would distract from our present goals of
implementing our strategic production and marketing plans and becoming an
economically viable company.




Compliance
with Section 16(A) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
executive officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (hereinafter referred to as the "Commission") initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of Common Stock and other equity securities
of the Company on Forms 3, 4, and 5, respectively. Executive officers, directors
and greater than 10% shareholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, all of the Company's executive officers, directors and
greater than 10% beneficial owners of its Common Stock have complied with
Section 16(a) filing requirements applicable to them during the Company's most
recent fiscal year.





Code
of Business Conduct and Code of Ethics





Our Board
of Directors has adopted a code of business conduct and ethics which was
previously filed with the Securities and Exchange Commission.





Item 11. Executive
Compensation





DIRECTOR
AND OFFICER COMPENSATION





Summary
      Compensation TableAnnual
      Compensation
            
            Long-Term
      CompensationName
      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
            -
            -
            -
            -
            -
            -
            -





We have
not formulated plans as to the amounts of future cash compensation. Any
additional personnel required would have salaries negotiated.





No past
officer or director of the Company has received any compensation and none is due
or payable. Our sole current officer and director, Gregory Manos, does not
receive any compensation for the services he renders to the Company, has not
received compensation in the past, and is not accruing any compensation pursuant
to any agreement with the Company. We currently have no formal written salary
arrangement with our sole officer. Mr. Manos may receive a salary or other
compensation for services that he provides to the Company in the future. No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of the
Company’s employees.





Significant
Employees





We have
no significant employees other than our executive officers and directors named
in this Annual Report.





Committees
of the Board of Directors





Because
of our limited resources, our Board does not currently have an established audit
committee or executive committee. The current member of the Board performs the
functions of an audit committee, governance/nominating committee, and any other
committee on an as needed basis. If and when the Company grows its business
and/or becomes profitable, the Board intends to establish such
committees.





Code
of Business Conduct and Code of Ethics





Our Board
of Directors has not adopted a Code of Business Conduct and Ethics.





Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters





Securities
Authorized for Issuance under Equity Compensation Plans





This
section is not applicable.





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the date of this Annual Report by (i) each
Named Executive Officer, (ii) each member of our Board of Directors, (iii) each
person deemed to be the beneficial owner of more than five percent (5%) of any
class of our common stock, and (iv) all of our executive officers and directors
as a group. Unless otherwise indicated, each person named in the following table
is assumed to have sole voting power and investment power with respect to all
shares of our common stock listed as owned by such person. The address of each
person is deemed to be the address of the issuer unless otherwise
noted.





Title of Class
            Name of
              Beneficial Owner
            
            Amount and Nature
              of Beneficial Owner
            
            
            Percent of Class(1)Common
      Stock
            Gregory
      Manos
            
            
            20,900,000
            
            
            
            91.87%Common
      Stock
            President,
      CEO and Director
              
              Nevada
      Business Development Corporation
            
            
            1,750,000
            
            
            
            7.7%





(1)
            The
      percentage of common stock held by each listed person is based on
      22,750,000 shares of common stock issued and outstanding as of the
      date of this Annual Report. Pursuant to Rule 13d-3 promulgated under the
      Exchange Act, any securities not outstanding which are subject to
      warrants, rights or conversion privileges exercisable within 60 days are
      deemed to be outstanding for purposes of computing the percentage of
      outstanding securities of the class owned by such person but are not
      deemed to be outstanding for the purposes of computing the percentage of
      any other person.











Item 13. Certain Relationships and
Related Transactions, and Director Independence





Transactions
with Related Persons





There
have been no transactions or any currently proposed transaction, in which the
registrant was or is to be a participant and in which any related person had or
will have a direct or indirect material interest.





Promoters
and Certain Control Persons





The
Company has not had a promoter at any time. The only control person is the
founder and sole officer and director, Gregory Manos.





Director
Independence





The OTCBB
to which we are attempting to have our shares of common stock quoted does not
have any director independence requirements. In determining whether our
directors are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15).
Based on those widely-accepted criteria, we have determined that our Directors
are not independent at this time.





No member
of management is or will be required by us to work on a full time basis,
although our president currently devotes fulltime to us. Accordingly, certain
conflicts of interest may arise between us and our officer(s) and director(s) in
that they may have other business interests in the future to which they devote
their attention, and they may be expected to continue to do so although
management time must also be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through their exercise of such
judgment as is consistent with each officer's understanding of his/her fiduciary
duties to us.





The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.


Because
none of our directors are independent directors, we do not currently have
independent audit or compensation committees. As a result, these directors have
the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
investors may be reluctant to provide us with funds necessary to expand our
operations.





We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.





Item 14. Principal Accountant Fees
and Services





(1)
Audit Fees





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:





2009
            $
            02008
            $
            0

















(2)
Audit-Related Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:





2009
            $
            02008
            $
            0





(3)
Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:





2009
            $
            02008
            $
            0





(4)
All Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2009
            $
            02008
            $
            0





The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year ended December 31, 2009
that were attributed to work performed by persons other than the principal
accountant’s full time permanent employees was 0%.





PART
IV.





Item 15.Exhibits and Financial
Statement Schedules





(a)(1)  Financial
Statements





The
following is a list of the Financial Statements required to be filed and
included in Item 8 of Part II of this report:





Financial Statements and
      Schedules
            PageAudit
      Report of Independent Accountants
            16Balance
      Sheets – December 31, 2009 and 2008
            17Statements
      of Operations for the Years Ended December 31, 2009 and December 31,
      2008
            18Statements
      of Stockholders' Equity for the Years Ended December 31, 2009 and December
      31, 2008
            19Statements
      of Cash Flows for the Year Ended December 31, 2009 and December 31,
      2008
            20Notes
      to Financial Statements
            21


(a)(2)  Financial
Statement Schedules





Schedules
not included herein are omitted because they are inapplicable, not required or
because the required information is provided in the financial statements and
notes thereto.











(a)(3)  Exhibits





Exhibit
            Description31.1
            Certification
      of the Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of the Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





ACTIVE
      HEALTH FOODS, INC.Dated:
      April 14, 2010
            By:
            /s/ Gregory ManosGregory
      ManosPresident,
      CEO and Director
              (Principal
      Executive Officer
              and
      Principal Financial Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





/s/ Gregory Manos
            
            April
      14, 2010Gregory
      ManosPrincipal
      Executive Officer/s/ Gregory Manos
            
            April
      14, 2010Gregory
      ManosPrincipal
      Financial Officer/s/ Gregory Manos
            
            April
      14, 2010Gregory
      ManosPrincipal
      Accounting Officer/s/ Gregory Manos
            
            April
      14, 2010Gregory
      ManosDirector





































23