An offering statement pursuant to Regulation A relating to these securities shall be filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed may be obtained.

633 West 5^th St, Suite 2826

Los Angeles, CA 90071

(310) 299- 4672

Total Offering: 10,000,000,000 shares

This is a public offering of shares of common stock of Active Health Foods, Inc.

¹We are offering our shares without the use of an exclusive placement agent and we do not currently intend to engage anyone to place shares, however, we may offer the offered shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or finder shall be disclosed in an amendment to this offering circular.

We currently have our common stock on the OTC market under the symbol AHFD. It is expected that our common stock will trade on a sporadic and limited basis.

We expect to commence the sale of the shares as of the date on which the Offering Statement of which this Offering Circular is a part is declared qualified by the United States Securities and Exchange Commission.

Offering to end 1 year after approval date. No minimum purchase requirements All subscription offerings will be used for purposes contained within this offering circular.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Offering Circular dated November 16, 2021

¹See “Risk Factors” on page 4 of the offering circular to read about factors you should consider before buying shares of common stock.

TABLE OF CONTENTS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Offering Circular. You must not rely on any unauthorized information or representations. This Offering Circular is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date.

SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire Offering Circular carefully, including the “Risk Factors” section, our historical financial statements and the notes thereto, and unaudited pro forma financial information, each included elsewhere in this Offering Circular. Unless the context requires otherwise, references in this Offering Circular to “the Company,” “we,” “us” and “our” refer to Active Health Foods, Inc.

Our Company

Active Health Foods, Inc. (the “Company”) was established in 2008 and engages in the development of digital games. The Company’s main business is operated through its wholly owned subsidiary, CoinChamp, which is a prediction platform that lets users predict on the outcome of sports, weather, politics, and much more. The Company has developed an application that is available to download on the Apple Store to start accessing the game and making predictions.

Company Information

We are incorporated in the State of Wyoming. Our principal executive offices are located at 633 West 5th St, Suite 2826, Los Angeles, CA 90071 and our telephone number is (310) 299- 4672. Our website is www.coinchamp.com. Information contained on our web site is not incorporated by reference into this Offering Circular. You should not consider information contained on our web site as part of this Offering Circular.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth in this Offering Circular, including the financial statements and the related notes, before making a decision to buy our common stock. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Digital Marketing Operations

Small company in the development stage phase.

We are a development stage company in the early phases of operation. This provides risk as we continue to grow and implement our business plan. Being that we are a startup company, we have limited business operations. Our growth and ability to sustain business expenses will greatly depend on our ability to raise additional capital.

Ad-based revenues depend on outside businesses being willing to pay for ads

Our income is generated from ads both sold directly and indirectly. If there is a downturn in the economy this could negatively affect our ability to generate revenues from ads. We would need to go to a paid app model which could affect the number of downloads of our apps.

We face competition, which could result in similar apps to what we design and do.

We compete with many other entities engaged in app development. While we believe we have a unique product that will provide a unique experience, we are competing with other developers that are better funded and more well-known than Active Health Foods, Inc. The Company has not generated revenue and there is substantial doubt about our ability to continue as a going concern). The mobile applications are currently not in service and are in the “development stage.”

Increases in taxes and regulatory compliance costs may reduce our income.

Increases in the taxes in general may reduce our net income, cash flow, financial condition, ability to pay or refinance our debt obligations, and the trading price of our securities. Similarly, changes in laws increasing the potential liability for operating conditions may result in significant unanticipated expenditures, which could similarly adversely affect our business and results of operations.

Risks Related to the Industry

The industry has large companies that have acquired a large share of the market

Our ability to succeed will depend on our ability to compete with large companies with more financing and easier access to necessary expansion capital. Capturing portions of the market from these large companies will be integral in accomplishing our business plan and growing our business.

Risks Related to Ownership of Our Common Stock

Our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price.

The market price for our common stock is volatile and the trading in our common stock is limited and sporadic. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in our industry. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Substantial future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. The shares of common stock offered in this offering will become freely tradable without restriction under the Securities Act.

We will continue to incur certain costs as a result of conducting a Tier I offering under Regulation A and in the administration of our organizational structure.

After the offering, we may incur higher legal, accounting, insurance and other expenses than at the level that we are currently experiencing. We also have incurred and will continue to incur costs associated with conducting a Tier I offering under Regulation A and related rules implemented by the Securities and Exchange Commission (“SEC”). Despite the on-going reporting requirements from conducting such an offering, the company will not be “public” once this offering circular is qualified or subject to the Sarbanes-Oxley Act. We will continue to incur ongoing periodic expenses in connection with the administration of our organizational structure. The expenses incurred by for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed and will not vary based on the underlying value of our assets at any time. Our Board of Directors has determined the offering price in its sole discretion without the input of an investment bank or other third party. The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

We do not currently pay any cash dividends.

As we grow our company and become a successful company, we expect to be in position to generate earnings and cash flow that will enable us to begin paying dividends, however, the projected timing of reaching that point is presently uncertain. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

Our Common Stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC 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, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive 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 obtain financial information and investment experience objectives of the person and 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 SEC 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 if and when such shares are eligible for sale and may cause a decline in the market value of its 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 commission 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 stock.

As an issuer not required to make reports to the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, holders of restricted shares may not be able to sell shares into the open market as Rule 144 exemptions may not apply.

Under Rule 144 of the Securities Act of 1933 holders of restricted shares, may avail themselves of certain exemption from registration is the holder and the issuer meet certain requirements. As a company that is not required to file reports under Section 13 or 15(d) of the Securities Exchange Act, referred to as a non-reporting company, we may not, in the future, meet the requirements for an issuer under 144 that would allow a holder to qualify for Rule 144 exemptions. In such an event, holders of restricted stock would have to utilize another exemption from registration or rely on a registration statement to be filed by the Company registered the restricted stock. Currently, the Company has no plans of filing a registration statement with the Commission.

Risk Related to our Company and our Business

Our management has a limited experience operating a public company and are subject to the risks commonly encountered by early-stage companies.

Although the Company has experience in operating the business of the Company, current management has not had to manage expansion while being a public company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business would be significantly harmed.

We may need significant additional capital, which we may be unable to obtain.

We may need to obtain additional financing over time to fund operations. Our management cannot predict the extent to which we will require additional financing and can provide no assurance that additional financing will be available on favorable terms or at all. The rights of the holders of any debt or equity that may be issued in the future could be senior to the rights of common shareholders, and any future issuance of equity could result in the dilution of our common shareholders’ proportionate equity interests in our company. Failure to obtain financing or an inability to obtain financing on unattractive terms could have a material adverse effect on our business, prospects, results of operation and financial condition.

Our resources may not be sufficient to manage our potential growth; failure to properly manage our potential growth would be detrimental to our business.

We may fail to adequately manage our potential future growth. Any growth in our operations will place a significant strain on our administrative, financial, and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our technical, accounting, finance, marketing and sales staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. To the extent we acquire businesses, we will also need to integrate and assimilate new operations, technologies and personnel. If we are unable to manage growth effectively, such as if our sales and marketing efforts exceed our capacity to install, maintain and service our products or if new employees are unable to achieve performance levels, our business, operating results and financial condition could be materially and adversely affected.

We may need to increase the size of our organization, and we may be unable to manage rapid growth effectively.

Our failure to manage growth effectively could have a material and adverse effect on our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to address possible acquisitions of business, products, or rights, and potential internal growth to handle licensing and research activities. This expansion will place a significant strain on management, operational, and financial resources. To manage the expected growth of our operations and personnel, we must both improve our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We must also expand our finance, administrative, and operations staff. Our current personnel, systems, procedures and controls may not adequately support future operations. Management may be unable to hire, train, retain, motivate and manage necessary personnel or to identify, manage and exploit existing and potential strategic relationships and market opportunities.

We are dependent on the continued services and performance of our senior management, the loss of any of whom could adversely affect our business, operating results and financial condition.

Our future performance depends on the continued services and continuing contributions of our senior management to execute our business plan, and to identify and pursue new opportunities and product innovations. The loss of services of senior management, particularly Glen Bonilla, Chief Executive Officer, could significantly delay or prevent the achievement of our strategic objectives. The loss of the services of senior management for any reason could adversely affect our business, prospects, financial condition and results of operations.

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We depend on information systems throughout our company to control our manufacturing processes, process orders, manage inventory, process and bill shipments and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment, and record and pay amounts due vendors and other creditors. If we were to experience a prolonged disruption in our information systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our overall business operation.

We may not be successful in the implementation of our business strategy or our business strategy may not be successful, either of which will impede our development and growth.

We do not know whether we will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be successful. In assessing our ability to meet these challenges, a potential investor should take into account our limited operating history and brand recognition, our management’s relative inexperience, the competitive conditions existing in our industry and general economic conditions. Our growth is largely dependent on our ability to successfully implement our business strategy. Our revenues may be adversely affected if we fail to implement our business strategy or if we divert resources to a business that ultimately proves unsuccessful.

We have limited existing brand identity and customer loyalty; if we fail to market our brand to promote our service offerings, our business could suffer.

Because of our limited operating history as a game developer, we currently do not have strong brand identity or brand loyalty. We believe that establishing and maintaining brand identity and brand loyalty is critical to attracting customers to our program. In order to attract customer to download our application, we may be forced to spend substantial funds to create and maintain brand recognition among consumers. We believe that the cost of our sales campaigns could increase substantially in the future. If our branding efforts are not successful, our ability to earn revenues and sustain our operations will be harmed.

Promotion and enhancement of our services will depend on our success in consistently providing high-quality services to our customers. Since we rely on technology partners to provide portions of the service to our customers, if our suppliers do not send accurate and timely data, or if our customers do not perceive the products we offer as superior, the value of our brand could be harmed. Any brand impairment or dilution could decrease the attractiveness of our services to one or more of these groups, which could harm our business, results of operations and financial condition.

Litigation may harm our business.

Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes or on terms favorable to us. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under the “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Offering Circular. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors.”

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this Offering.

As of September 30, 2021, our net tangible book value was approximately $(918,576), or $(0.000116) per share based on 7,947,626,372 shares of our common stock outstanding at September 30, 2021. Our historical net tangible book value per share is the amount of our total tangible assets less our total liabilities at September 30, 2021, divided by the number of shares of common stock outstanding at September 30, 2021.

Based on an offering price of $0.0015 per Share, on an as adjusted basis as of September 30, 2021, after giving effect to the offering of the Shares and the application of the related net proceeds, our net tangible book value would be:

(i) $15,000,000, or $0.0015 per share of common stock, assuming the sale of 100% of the Shares (10,000,000,000 Shares) with net proceeds in the amount of $14,985,000 after deducting estimated Offering expenses of $15,000;

(ii) $11,250,000, or $0.0015 per share of common stock, assuming the sale of 75% of the Shares (7,500,000,000 Shares) with net proceeds in the amount of $11,235,000 after deducting estimated Offering expenses of $15,000;

(iii) $7,500,000, or $0.0015 per share of common stock, assuming the sale of 50% of the Shares (5,000,000,000 Shares) with net proceeds in the amount of $7,485,000 after deducting estimated Offering expenses of $15,000; and

(iv) $1,500,000, or $0.0015 per share of common stock, assuming the sale of 10% of the Shares (1,000,000,000 Shares) with net proceeds in the amount of $1,485,000 after deducting estimated Offering expenses of $15,000.

PLAN OF DISTRIBUTION

Pricing of the Offering

The public offering price of the shares in this offering has been determined by our Board of Directors without the assistance of an investment bank or other third party. Among the factors considered in determining the public offering price of the shares, in addition to the prevailing market conditions, are estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the other factors in relation to market valuation of companies in related businesses.

We may sell or issue the securities offered by this offering from time to time in any one or more of the following ways:

Solicitation from the Company will be conducted by officers, directors and/or employees of the company via in-person, telephone, text and/or email.

There will be no commissions paid for the distribution of securities to third parties or brokers. In the event we decide in the future to employ such third parties or brokers, we will amend the offering circular accordingly to disclose such arrangements.

Investment Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

As a Tier I, Regulation A offering, investors must comply with the 10% limitation to investment in the offering. The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

(1) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

(2) You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase shares in this offering (please see below on how to calculate your net worth);

(3) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the shares in this offering, with total assets in excess of $5,000,000;

(4) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor; or

(5) You are a trust with total assets in excess of $5,000,000, your purchase of shares in this offering is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the shares in this offering ; Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

Net Worth Calculation

Your net worth is defined as the difference between your total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the shares in the offering.

In order to purchase shares in this offering and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the company’s satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

USE OF PROCEEDS

We intend to use the net proceeds of this offering as follows:

We do not intend to use proceeds from the offering to pay executives or management. It is not planned. However, it could be possible that some of the proceeds could be used to pay down the debt of the company.

The Company intends to use the proceeds from this offering as follows:

DIVIDEND POLICY

As we become fully operational, we could be in a position to generate earnings and cash flow that will enable us to begin paying dividends on our Common Stock, however, the projected timing of reaching that point is presently uncertain. The decision to pay a dividend remains within the discretion of our Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant. Future credit facilities, other future debt obligations and statutory provisions, may limit, or in some cases prohibit, our ability to pay dividends.

BUSINESS

Overview

CoinChamp is a prediction platform that lets users predict on the outcome of sports, weather, politics, and much more. The Company has developed an app that is available to download on the App Store to start accessing the game and making predictions. Active Health Foods completed a share exchange agreement with CoinChamp for shares of AHFD valued at five hundred thousand dollars ($500,000) for full control of the Los Angeles based tech company. This transaction will effectively make CoinChamp a fully owned subsidiary of the Company. The acquisition was made from Glen Bonilla, in a related party transaction in exchange for 87,719,298 shares. The transaction was consummated on October 19, 2021 using the closing price from the previous trading day. Prior to the change in control and merger of CoinChamp on October 19, 2021, the Company’s discontinued operations were engaged in the distribution of nutritional goods. Its products include organic food and beverages through the Active X brand.

Objectives

Company objectives for the first three years of operation include:

Active Health Foods plans on running, updating, and acquiring more users to its currently existing CoinChamp platform to create a massive presence in the prediction space. The company also plans to develop a NFT platform and release it on both IOS and Android devices along with a web platform. This includes designing, coding, implementing, and marketing the platform.

Keys to Short-Term Success

The keys to short-term success are:

Fast implementation and first mover advantage with proper funding will allow us to increase our marketing budget to bring in new users and take a larger share of the market. Solidifying our tech team to provide support for existing and new platforms to become leaders in our respective space.

PROPERTY

The principle office of the company is located at 633 West 5th St, Suite 2826, Los Angeles, CA 90071. This location has approximately 350 square feet with access to a conference room for meetings.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto of the Company, as well as the financial statements and the notes thereto, included in this Offering Circular. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” above.

Results of Operations of the Company Ending December 31, 2020

The company has initiated our business plan and with the focus of Active Health Foods, Inc. to be a prediction platform that lets users predict on the outcome of sports, weather, politics, and much more through its subsidiary, CoinChamp. We expect revenues to be generated in the first quarter of 2022. Significant expenses during the period included $6,560 for General and Administrative expenses for the year ended December 31, 2020. We realized a net loss of $6,560 during the period.

Planned Sources of Revenues and Additional Expenses

Active Health Foods, Inc. will attempt to grow revenues by marketing the CoinChamp application to increase downloads via social media and other marketing. Increasing users of the application will in-turn increase revenues from in app purchases and paid ads. Within the application, users are able to purchase coins for $2.99 to use for the game.

Additional expenses will accrue with the increase of users on our game application platform that we introduce to the market. The increase in expenses will be dictated by the growth of the company and will be directly tied to additional revenue.

Liquidity and Capital Resources of the Company

As previously noted, we are a development stage company and our ability to succeed in the market will greatly depend on our ability to secure investment funding through the sale of securities. We intend to use proceeds of the sale of securities to increase our market presence through advertising and strategic partnerships that will assist us in growing our presence. If we are only able to raise a portion of the proceeds of this offering, we will use that portion of proceeds according to the same strategy but on a slower growth curve. At the period end the company had no cash on hand and $0 in assets. Revenues are expected to begin this year through the implementation of our business plan. Sources of future liquidity will greatly depend on our ability to secure investment funding through the sale of securities. We intend to raise the funds necessary through security sales and not undertake loans. Expected minimum capital needs to continue development would be approximately $50,000. If needed, we are able to secure loans from private individuals as well as banking institutions to secure this in the case of the offering not receiving subscriptions. We currently have no additional capital commitments.

MANAGEMENT

Business Experience for Executive Officers for Past 5 Years:

Management understands the necessity to employ high quality programmers and employees in the future. Management is determined to find, employ and manage highly qualified staff, managerial and customer service agents who are motivated to work together as a team, work closely with the customers and execute on our business plan. Active Health Foods, Inc. will only hire those who are dedicated to serving our growing a strong, happy customer base.

Executive Compensation

Biographical Information

Glen Bonilla – President/CEO/CFO/Secretary/Treasurer - comes from an extensive banking background with positions at Wells Fargo and high-level accounting positions with several notable microcap publicly traded companies such as Massroots (OTC: MSRT) and Marijuana Company of America, Inc. (OTC: MCOA). With years of managerial experience and a fresh vision as a tech savvy millennial CEO, he currently holds the President and CEO positions at CoinChamp.com, an online prediction platform available on the app store. His ability to build and conceptualize multiple startups awarded CoinChamp a showcasing in the Forbes 30 under 30 conference in Detroit in 2019.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth information as to the shares of common stock beneficially owned as of the date of filing the offering circular by (i) each person known to us to be the beneficial owner of more than 5% of our common stock; (ii) each Director; (iii) each Executive Officer; and (iv) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of common stock shown as beneficially owned by them.

Shares are issued to directors and officers.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

There are no transactions in the interest of Management or other affiliated parties of Active Health Foods, Inc.

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 Common Stock

Active Health Foods completed a share exchange agreement with CoinChamp for shares of the Company valued at five hundred thousand dollars ($500,000) for full control of the Los Angeles based tech company. The acquisition was made from Glen Bonilla, in a related party transaction in exchange for 87,719,298 shares. The transaction was consummated on October 19, 2021 using the closing price from the previous trading day.

Accounts and Wages Payable

During the period from January, 2019 through December 31, 2020, Active Health Foods accrued $0 each for unpaid salary to officers and directors and $0 for rent. The officers and directors owed these amounts elected to contribute their accrued, but unpaid salary to capital.

During the period from January 1, 2019 through December 31, 2020, Active Health Foods, an officer and director paid $0 in expenses on behalf of the Company. As of December 31, 2020, the Company owed $0 to the officer and director of the Company.

As of September 30, 2021, the Company owed $65,000 to the officer and director of the Company.

DESCRIPTION OF CAPITAL STOCK

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles of incorporation, as amended and our bylaws, as amended, which are included as exhibits to the registration statement of which this Offering Circular forms a part.

We are authorized to issue up to 20,000,000,000 shares of common stock, par value $0.001 per share.

As of the date of this offering, we have 7,947,626,372 shares of common stock and no shares of preferred stock outstanding. The outstanding shares of common stock are restricted and owned by directors of the company.

Common Stock

Voting

Each holder of our common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the votes cast. Cumulative voting for the election of directors is not permitted.

Dividends

Holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available for payment, subject to the rights of holders, if any, of our preferred stock. Any decision to pay dividends on our common stock will be at the discretion of our Board of Directors. Our Board of Directors may or may not determine to declare dividends in the future. See “Dividend Policy.” The Board’s determination to issue dividends will depend upon our profitability and financial condition, and other factors that our Board of Directors deems relevant.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences in full.

Preferred Stock

Voting

The Series A Preferred stock have Super Voting Rights, meaning that the 1,000 issued Series A Preferred shares represent fifty-one percent (51%) of all authorized, present and future issued common shares of Active Health Foods, Inc.

Dividends

The Holders of the Series A Preferred Stock shall not be entitled to receive dividends paid on the corporation’s common stock. "Holder" shall mean the person or entity in which the Series A Preferred Stock is registered on the books of the Corporation.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our Series A Preferred stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences in full.

Convertible Debentures

The Company has issued a convertible promissory note (“Manos Note”) to Gregory C. Manos in the principal amount of Sixty Thousand U.S. Dollars ($60,000.00) with interest set at 12% per annum and a conversion discount rate of 25%. The full text of the Manos Note is included in the attached Exhibits.

On October 8, 2021, Pinnacle Consulting Services Inc. loaned the Company $25,000 in exchange for a convertible note with a fixed conversion price of $.0001 with an annual interest rate of 12%.

Limitations on Liability and Indemnification of Officers and Directors

Wyoming law authorizes corporations to limit or eliminate (with a few exceptions) the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our articles of incorporation and bylaws include provisions that eliminate, to the extent allowable under Wyoming law, the personal liability of directors or officers for monetary damages for actions taken as a director or officer, as the case may be. Our articles of incorporation and bylaws also provide that we must indemnify and advance reasonable expenses to our directors and officers to the fullest extent permitted by Wyoming law. We are also expressly authorized to carry directors’ and officers’ insurance for our directors, officers, employees and agents for some liabilities.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to the indemnification provisions in our articles of incorporation and bylaws.

There is currently no pending litigation or proceeding involving any of directors, officers or employees for which indemnification is sought.

Transfer Agent

The Transfer Agent is:

Olde Monmouth Stock Transfer Co., Inc.

200 Memorial Pkwy

Atlantic Heights, NJ 07716

(732) 872-2727

www.oldemonmouth.com

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities. We are unable to estimate the number of shares of common stock that may be sold in the future.

Upon the completion of this offering, we will have outstanding 17,947,626,372 shares of common stock if we complete the offering hereunder. All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 10% stockholders.

Rule 144

Shares of our common stock held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act. In general, under Rule 144 as currently in effect, any of our affiliates would be entitled to sell, without further registration, within any three-month period a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates will also be subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

EXPERTS

The financial statements of the Company for the year ended December 31, 2020 and quarter ended September 30, 2021, included in this Offering Circular have been prepared by Stacey Johnigarn of Pinnacle Tax Services Inc., 520 S. Grand Ave, Unit 320, Los Angeles, CA 90071. Such financial statements of the Company have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

REPORTS

After the qualification of this Tier I, Regulation A offering, we will become subject to the information and periodic reporting requirements of the Form 1A filers, discussed in the next section. We will not be subject to any Exchange Act reporting requirements unless the Company files an Exchange Act registration statement to become a reporting company under Section 12 of the Exchange Act. This and other information will be available on the Commission's website at: www.sec.gov .

Following this Tier I, Regulation A offering, we will not be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. Companies relying on Tier 1 do not have ongoing reporting obligations other than a final report on the status of the offering.

PART III—EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 16, 2021.

Active Health Foods, Inc.

Exhibit 2.1

Exhibit 4.1

SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of ACTIVE HEALTH FOODS, INC. , a corporation organized under the laws of the state of Florida (the “Company”); one share of Common Stock has a par value $0.001 per share. Accordingly, the Subscriber hereby agrees as follows:

[SIGNATURE PAGE FOLLOWS]

SUBSCRIBER SIGNATURE

The undersigned, desiring to subscribe for the number of Shares of ACTIVE HEALTH FOODS, INC. (the “Company”) as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.

IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

(PLEASE PRINT OR TYPE)

Residence or Physical Mailing Address (cannot be a P.O. Box):

__________________________________

__________________________________

__________________________________

Telephone Numbers (include Area Code):

FOR VALUE RECEIVED, the undersigned, Active Health Foods, Inc. a Wyoming Corporation (the “Obligor”) hereby promises to pay to the order of Gregory C. Manos, an individual or his assignee (the “Holder”) the principal amount of Sixty Thousand U.S. Dollars ($60,000.00) payable as set forth below (“Principal”). The Obligor also promises to pay to the order of (the “Holder”) Interest on the Principal amount at a rate of 12% per annum unless a default occurs. The payments of Principal and interest hereunder shall be paid in the currency of the United States of America. In addition, all Holder Conversions will be discounted at the rate of 35%.

This Note shall be subject to the following Terms and Conditions as the Agreement between the Holder and the Obligor.

1.       Maturity. Subject to section 3 hereof all Principal shall be due on demand of the Holder in one (1) installment on October 7, 2022 (“Maturity Date”) or prior to such Maturity Date in an event of Default as provided in Section 9 hereof. On the Maturity Date the Holder shall surrender his Note to the Obligor and the Obligor shall pay to the Holder an amount in cash representing all outstanding Principal, any unpaid Interest, and any other outstanding amounts due to the Holder.

2.       Payments. Interest: Interest shall be payable annually (Except as set forth herein) in arrears to the Holder. Interest shall be calculated based on a year of 365 days. Payment shall be made by bank wire on or before the date due to the location provided by the Holder. In the event that any payment to be made hereunder shall be or become due on Saturday, Sunday, or any other day that is a legal Bank holiday such payment shall be due on the next business day.

3.       Prepayment. The Obligor and the holder understand and agree that the principal amount and accrued Interest accumulated on this Note (including without limitation, Interest accrued after the most recent annual interest payment date) may be prepaid without penalty to the Obligor in part or in whole by the Obligor and any time prior to the Maturity Date upon fifteen (15) days written notice to the Holder.

4.       Conversion and Anti-Dilution.

(a)             This Note, including any accrued Interest shall be convertible into Shares of Active Health Foods, Inc., Symbol (“AHFD”) issuable by the Obligor (“Common Stock”) at a Conversion Price of $0.0002 Per Share (“The Conversion Price”) at the option of the Holder in whole or in pan at any time. The Holder shall effect conversions by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the “Holder Conversion Notice”). Unless otherwise agreed in writing by both parties, at no time shall the Holder convert any amount of the Note into common stock that would result in the Holder owning more than 9.99% of the common stock outstanding. Each Holder Conversion Notice shall specify the amount of principal to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the “Conversion Date”). If the Holder is converting less than the entire principal amount of this Note, then the Obligor shall deliver to the Holder a new Note for such principal amount that has not been converted within five (5) business days of the Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable. Any accrued and unpaid interest attributable on a pro rata basis to the amount of principal converted on a Conversion Date (including without limitation, interest accrued after the most recent semi-annual interest payment date) shall be paid in cash to the Holder within five (5) business days of the Conversion Date. By way of example, if the Holder converts half of the principal amount of this Note, then the Obligor shall pay to the Holder half of the interest accrued and unpaid (including without limitation, interest accrued after the most recent annual interest payment date) on this Note within five (5) business days of the Conversion Date.

(b)            If the Obligor at any time, or from time to time, subdivides (by any stock split, stock dividend, recapitalization, reverse or otherwise) its outstanding shares of Common Stock into a U of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Obligor at any time, or from time to time, combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. It Is agreed and understood by and between the parties-hereto that the Purpose and goal of this Clause is to ensure that the Holder retains the same number of Shares it would receive under this Convertible Promissory Note regardless of whether the Obligor does a Forward or Reverse Split or in any way whatsoever changes its Capitalization or Stock Structure. Any adjustment under this section shall become effective at the close of business on the date the subdivision or combination becomes effective or, in the case of a stock dividend, the date of each event. Whenever the Conversion Price is adjusted the Obligor must give notice of each to the Holder, notice shall set forth the Conversion Price after adjustment, the date on which such adjustment became effective and a brief statement of the facts resulting in such adjustment.

(c)             If the Obligor, by reclassification of securities or otherwise, shall change any of the securities as to which conversion rights under this Note exist into the same or a different number of securities of any other class or classes, this Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Note immediately prior to such reclassification or other change, and the Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4(c) upon iuly conversion or redemption of the Common Stock which is the subject of Section 4(d).

(d)            In case of any capital reorganization of the capital stock of the Obligor (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Obligor with or into another corporation, or the sale of all or substantially all the assets of the Obligor then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Note shall thereafter be entitled to receive upon conversion of this Note, the number of shares of stock or other securities or property (including cash) to which the holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. In all events, appropriate adjustment (as determined in good faith by the Obligor's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

(e)             In case all or any portion of the authorized and outstanding shares of Common Stock of the Obligor are redeemed or converted or reclassified into other securities or property pursuant to the Obligor's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Note, upon conversion hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the “Termination Date”), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such conversion immediately prior to the Termination Date, the securities or property that would have been received if this Note had been converted in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Note.

(f)             Not later than five (5) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the principal amount of this Note (the “Conversion Shares”). If the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to Section 4(a) of this Note by the close of business on the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition, if the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to an exercise

by the close of business on the fifth business day after the Con version Date, and if after such fifth trading day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by I.be Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Obligor shall (i) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Obligor was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Holder, either reinstate the portion of the Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Obligor timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Conversion Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (i) of the immediately preceding sentence the Obligor shall be required to pay the Holder $1,000. The Holder shall provide the Obligor written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Obligor. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Obligor's failure to timely deliver certificates representing Conversion Shares upon conversion of this Note as required ,pursuant to the terms hereof.

(g)       Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive Legends and may be Restricted Securities as defined in the Purchase Agreement; such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such shares may have affixed thereto a legend substantially in the following form:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE Registration REQUIRE.MENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

The Obligor shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until the Note is delivered for conversion to the Obligor, or until the Holder notifies the Obligor that this Note has been lost, stolen or destroyed and provides a bond or other supporting documentation reasonably satisfactory to the Obligor (or other adequate security reasonably acceptable to the Obligor).

(h)            The Obligor shall at all times reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock satisfy a full Conversion of the Principal amount of this Note (the “Required Reserve Amount”). If at any time while this Note remains outstanding the Obligor does not have a sufficient number of authorized shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Obligor shall take all action necessary to increase the Obligor's authorized shares of Common Stock to an amount sufficient to satisfy the Required Reserve Amount. As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than seventy-five (75) days after the occurrence, the Obligor shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. For the avoidance of doubt. an Authorized Share Failure shall constitute an Event of Default pursuant to Section 9 of this Note, notwithstanding the Obligor's obligation or effo1ts to comply with the requirements set forth in the immediately preceding sentence.

(i)              Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock. The Obligor may at its sole and absolute discretion round fractional shares to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder.

(j)              The transfer of certificates for shares of Common Stock upon conversion of this Note shall be made without cost or charge to the Holder in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion.

(k)            Any and all notices or other communications or deliveries to be provided by the Holder hereunder. including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the attention of the Obligor at the facsimile telephone number or address designated in writing by the Obligor or alternatively at the principal place of business of the Obligor. Any and all notices or other communications or deliveries to be provided by the Obligor hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Holder at the facsimile telephone number or address of the Holder designated in writing by the Holder or alternatively at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if delivered via facsimile prior to 4:30 p.m. (Pacific Time) on a business day, (ii) the business day after the date of transmission, if delivered via facsimile later than 4 :30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such date, (iii) one (I) business day following the date of sending, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by . the party to whom such notice is required to be given.

5.       No Waiver. No failure or delay by the Holder in exercising any right, power or privilege under the Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. No course of dealing between the Obligor and the Holder shall operate as a waiver of any rights by the Holder.

6.       Waiver of Presentment and Notice of Dishonor. The Obligor and all endorsers, guarantors and other parties that may be liable under this Note hereby waive presentment., notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

7.       Transfer. This Note or any portion thereof and the shares of Common Stock issuable upon conversion of this Note may not be offered for sale, sold, transferred or assigned in the absence of (a) an effective registration statement for this Note or the shares of Common Stock issuable upon conversion of this Note, as applicable, or (b) an opinion of counsel (selected by the Holder and reasonably acceptable to the Obligor), in a form reasonable acceptable to the Obligor, that this Note or any portion thereof and the shares of Common Stock issuable upon conversion of this Note may be offered for sale, sold, assigned or transferred pursuant to an exemption from registration.

7.       Registration. The Obligor shall use best efforts to register all of the Conversion Shares upon the Obligor filing any registration statements with the Securities and Exchange Commission. The Holder shall reasonably cooperate with the Obligor as may be required to effect registration of the Conversion Shares.

8.       Events of Default. The entire unpa.id principal amount of this Note and all accrued and unpaid interest (including without limitation, interest accrued after the most recent semiannual interest payment date) shall, at the option of the Holder exercised by written notice to the Obligor forthwith become and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events (herein called “Events of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice; provided that, notwithstanding the foregoing, if an Event of Default specified in clause (b) or (c) of this Section 9 occurs, all such amounts due under this Note shall become and be immediately due and payable without any declaration or other act on the part of the Holder of this Note:

(a)             if default shall be made in the due and punctual payment of the principal of this Note or any interest due thereon when and as the same shall become due and payable, whether at maturity, or by acceleration or otherwise, and such default have continued for a period of seven (7) days.

(b)            if the Obligor shall:

(c)             if the court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any substantial part of the Obligor's property, and such other judgment or decree shall not be vacated or set aside or stayed with thirty (30) days from the date of entry thereof;

(d)            if, under the provisions of any other law for the relief or aid of debtors, any court or competent jurisdiction shall assume custody or control of the whole or any substantial part of Obligor's property and such custody or control shall not be terminated or stayed within (30) days from the date of assumption of such custody or control.

(e)             if, the Obligor breaches any covenant, agreement, representation or warranty in this Note or the Purchase Agreement, and such breach continues for a period of at least thirty (30) days.

10.            Remedies. In case any one or more of the Events of Default specified in Section 9 hereof shall have occurred, the Holder may proceed to protect and enforce its rights whether by suit and/or equity and/or by action law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the Holder may proceed to enforce the payment of all sums due upon the Note or enforce any other legal or equitable right of the Holder .

11.            Severability. In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12.            Non-Circumvention. The Obligor hereby covenants and agrees that the Obligor will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of th.is Note and take all action as may be required to protect the rights of the Holder of this Note.

13.            Governing Law. This Note and the right and obligations of the Obligor and the Holder shall be governed by and construed in accordance with the laws of the State of California without giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction of the Riverside County state courts, in respect of any dispute or matter arising out of or connected with this Note.

IN WITNESS WHEREOF, Active Health Foods, Inc. has signed this Note effective as of the date set forth hereinabove.

OBLIGOR

Active Health Foods, Inc.

/s/ Gregory C. Manos                      

By: Gregory C. Manos

Title: President, CEO

HOLDER

Gregory C. Manos

/s/ Gregory C. Manos                      

Gregory C. Manos
An Individual

Exhibit 6.2

SHARE EXCHANGE AGREEMENT

by and between

ACTIVE HEALTH FOODS INC.

and

COINCHAMP, INC.

Dated as of October 19, 2021

SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of October 19, 2021 (“Effective Date”) by and between Active Health Foods Inc., a Wyoming corporation (“AHFD”) and CoinChamp Inc. a Delaware corporation (“CC”).

WHEREAS, CoinChamp is a platform for predictions on current events and markets. Ranging from predicting the Crypto Market, Weather, Stock Market, Live Sporting events and endless other outcomes. These predictions are made in two ways, Live Rounds and Picks Contests.

WHEREAS, Active Health Foods, Inc. is a multi-faceted cannabis project incubator, distributor and marketer of plant-derived products; and

WHEREAS, Active Health Foods, Inc. and CC seek to develop a strategic partnership via a share exchange between them, in order to fully leverage on the respective favorable resources of both parties; and

WHEREAS, the Board of Directors of Active Health Foods, Inc., and the Board of Directors of CC have unanimously determined that long-term strategic value can be created by building on the strategic cooperation between the companies through a merger to unlock long-term value for the respective shareholders;

NOW, THEREFORE, AHFD desires to issue and sell Eighty Seven million, Seven Hundred and Nineteen and Two Hundred and Ninety Eight (87,719,298) shares of AHFD common stock, par value $0.001, equal in value to $500,000 based on the per-share price ($.0057) for the trading day immediately preceding the effective date of this Agreement (the “Shares”), in exchange for 100% of the total outstanding shares of CC common stock equal to 50,000,000, par value $0.001, (the “Exchange Shares”), on the terms and subject to the conditions set forth herein (the “Exchange”).

In consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

THE SHARES AND THE EXCHANGE SHARES

Section 1.1 The Shares. The Shares shall be issued to CC, and the Exchange Shares shall be issued to AHFD, pursuant to Article II hereof.

ARTICLE II

SHARE EXCHANGE

Section 2.1 Share Exchange. Upon the terms and subject to the conditions of this Agreement, AHFD agrees to issue and sell to CC, the Shares, and in exchange therefor at the Share Exchange Closing, CC shall issue to AHFD the Exchange Shares.

Section 2.2 Share Exchange Closing.

(a)  The Shares and the Exchange Shares will be issued on the books and records of the respective parties’ transfer agents in book-entry form. AHFD will deliver a confirmation from its transfer agent evidencing the issuance of the Shares registered in the name of CC, and CC will deliver a confirmation from its transfer agent evidencing the issuance of the Exchange Shares and registered in the name of AHFD. AHFD and CC may designate their wholly owned subsidiary as holder of the Shares and the Exchange Shares. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., Pacific time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.

(b)  The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by CC pursuant to Section 8.2, will be delivered at the Share Exchange Closing.

Section 2.3. Quarterly Financial Data Disclosures. For so long following the Share Exchange Closing as a party hereto remains an investee of the other party and in the holding party’s judgment, applicable Securities and Exchange Commission financial reporting significance tests and thresholds require the disclosure of the investee’s financial statements with the holding party’s financial statements, the investee party shall provide to the holding party, on a quarterly basis no later than 30 days following the close of the relevant fiscal quarter or fiscal year, the investee party’s audited financial statements for the holding party’s reporting purposes. The failure by a party hereto to provide such financial statements in a timely manner shall be a material provision of this Agreement and the parties agree that a breach of these Section 2.4 requirements shall be considered an actionable default under this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AHFD

AHFD represents and warrants to CC as of the date hereof that:

Section 3.1 Existence and Power. AHFD is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. AHFD has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

Section 3.2 Authorization. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of AHFD, and this Agreement is a valid and binding obligation of AHFD, enforceable against it in accordance with their terms.

Section 3.3 Board Approvals. The transactions contemplated by this Agreement, including without limitation the issuance of the Shares and the compliance with the terms of this Agreement, have been unanimously adopted, approved and declared advisable unanimously by the Board of Directors of AHFD.

Section 3.4 Valid Issuance. The Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor, the Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Shares are validly authorized and shall not be subject to restriction or limitation in any respect.

Section 3.5 Non-Contravention. The execution, delivery and performance of this Agreement, and the consummation by AHFD of the transactions contemplated hereby, will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, any provision of the Articles of Incorporation or Bylaws of AHFD or the articles of incorporation, charter, bylaws or other governing instrument of any Subsidiary of AHFD.

Section 3.6 Purchase for Own Account. AHFD is acquiring the Exchange Shares for its own account and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder (the “Securities Act”).

Section 3.7 Private Placement. AHFD understands that (i) the Exchange Shares have not been registered under the Securities Act or any state securities laws, by reason of their issuance by CC in a transaction exempt from the registration requirements thereof, under Rule 506(b) of Regulation D, and (ii) the Exchange Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. AHFD represents that it is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D), and has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Exchange Shares. AHFD acknowledges that an investment in the Exchange Shares is speculative and involves a high degree of risk.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CC

CC represents and warrants to AHFD as of the date hereof that:

Section 4.1 Existence and Power. CC is duly organized and validly existing under the laws of the state of Delaware and has all requisite power and authority to enter into and perform its obligations under this Agreement.

Section 4.2 Authorization. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of CC, and this Agreement is a valid and binding obligation of CC, enforceable against it in accordance with its terms.

Section 4.3 Board Approvals. The transactions contemplated by this Agreement, including without limitation the issuance of the Shares and the compliance with the terms of this Agreement, have been unanimously adopted, approved and declared advisable unanimously by the Board of Directors of CC.

Section 4.4 Valid Issuance. The Exchange Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor, the Exchange Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights.

Section 4.5 Non-Contravention. The execution, delivery and performance of this Agreement will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, any provision of the organizational or governing documents of CC.

Section 4.6 Purchase for Own Account. CC is acquiring the Shares for its own account and not with a view to the distribution thereof in violation of the Securities Act.

Section 4.7 Private Placement. CC understands that (i) the Exchange Shares have not been registered under the Securities Act or any state securities laws, by reason of their issuance by AHFD in a transaction exempt from the registration requirements thereof, under Rule 506(b) of Regulation D, and (ii) the Exchange Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. CC represents that it is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D), and has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Exchange Shares. CC acknowledges that an investment in the Exchange Shares is speculative and involves a high degree of risk.

Section 4.8 Legend. Each certificate representing a Share will bear a legend to the following effect unless AHFD determines otherwise in compliance with applicable law:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SHARE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”

ARTICLE V
NOT USED

ARTICLE VI

CONDITIONS TO SHARE EXCHANGE CLOSING

Section 6.1 Conditions to Each Party’s Obligation To Effect the Exchange. The respective obligations of the parties hereunder to effect the Exchange shall be subject to the following conditions:

(a) No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the Exchange shall be in effect.

ARTICLE VII
TERMINATION

Section 7.1 Injunction; Illegality. This Agreement may be terminated by either party at any time prior to the Share Exchange Closing.

ARTICLE VIII
MISCELLANEOUS

Section 8.1 Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by facsimile or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice to the other party:

(a) if to AHFD, to:

Active Health Foods, Inc.

6185 Magnolia Ave., Suite 403
Riverside, CA 92506

(b) if to CC, to:

CC

1615 King Street Denver, CO 80204

Section 8.2 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all further acts and shall execute and deliver all other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 8.3 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is duly executed and delivered by AHFD and CC. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 8.4 Fees and Expenses. Each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 8.5 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto.

Section 8.6 Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of Nevada applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles. The parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the State of Nevada. Each of the parties hereto submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 8.7 Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties and/or their affiliates with respect to the subject matter of this Agreement.

Section 8.9 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 8.10 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law.

Section 8.11 Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 8.12 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity.

[Remainder of page intentionally left blank]
[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

[Share Exchange Agreement Signature Page]

Exhibit 6.3

CONSULTING AGREEMENT

DATE: October 7, 2021

PARTIES:

RECITALS:

WHEREAS, the Company wishes to contract with the Consultant for the performance of certain investor relations services.

WHEREAS, the Consultant declares that it is engaged in an independent business or employed by a party other than the Company and that the Company is not the Consultant's sole and only client, customer or employer.

WHEREAS, the parties hereto wish to enter into a Client-Independent Consulting Contractor relationship for their mutual benefit, and further wish to set forth the terms of such association in writing.

AGREEMENTS:

NOW, THEREFORE, in consideration of the foregoing representations and the mutual covenants set forth herein, the Company and the Consultant agree as follows:

1.       Services to be Performed. The Company hereby engages the Consultant to advise and perform work for the Company with respect to matters associated with the Company's business and success therein. The scope of such work will be determined from time to time by agreement of the parties. Consultant will assist with strategic advisory services to assist with finding merger candidates and assistance with corporate compliance.

2.        Fees, Terms of Payment. The Company agrees as compensation to pay the Consultant Four Hundred and Fifty Thousand ($450,000.00) which must be paid in cash for services rendered. This fee is deemed earned in full and owed on October 7, 2021.

3.       Instrumentalities. The Consultant shall supply all equipment, tools, materials and supplies to accomplish the designated jobs or services set forth in Paragraph 1, except if approved by the Company.

4.        Expenses. The Company shall not be responsible or liable for any expenses incurred by the Consultant in performing any jobs or services under this Agreement, except accountable out-of-pocket expenses of Consultant approved in advance in writing by the Company.

5.        The Consultant's Status. The Consultant will be considered an independent contractor and not an employee of the Company. The parties hereto are and shall remain independent. The Consultant retains the sole and exclusive right to control or direct the manner or means by which the jobs or services described herein are to be performed.

The Consultant shall comply with all federal, state and local laws, and rules and regulations that are now or may in the future become applicable to the Consultant, its business, equipment and personnel engaged in accomplishing the jobs or services provided under this Agreement or arising out of the performance of this Agreement.

6.         Payroll or Employment Taxes. The Consultant will not be treated as an employee for federal, state or local tax purposes or for any other purpose. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to the Consultant, including but not limited to FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax. The Consultant agrees that it is responsible for making all filings with and payments to the Internal Revenue Service and state and local taxing authorities as are appropriate to its status as a Consultant.

7.         Workers' Compensation, Unemployment Compensation Benefits. No workers' compensation insurance has been or will be obtained by the Company for the Consultant. The Consultant understands that he is not entitled to unemployment compensation benefits or any other benefits normally afforded to any employee of the Company, due to his status as a Consultant.

8.        Law Governing Contract/Arbitration. This Agreement and all questions arising in connection with it shall be governed by the laws of the State of California. Any dispute involving this Agreement will be settled through binding arbitration in Los Angeles, CA in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

9.        Entire Agreement. This Agreement states the entire Agreement of the parties, and merges all prior negotiations, agreements and understandings, if any, except for any confidentiality agreements between the parties. No modification, release, discharge or waiver of any provision hereof shall be of any force or effect unless made in writing and signed by the parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their representative laws, personal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement and caused it to be dated as of the day and year first written above.

Exhibit 6.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of October 8, 2021, by and between Active Health Foods, Inc. (the “Company”), and Glen Bonilla (the “Employee”).

R E C I T A L S

WHEREAS, the Company desires to employ Employee in the capacity hereinafter stated, and Employee desires to enter into the employ of the Company in such capacity, on the terms and conditions set forth herein.

WHEREAS, the parties hereto acknowledge that Employee’s employment will be “at will”.

WHEREAS, the Company and Employee desire to set forth in writing the employment relationship that exists between the Company and Employee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and Employee as follows:

1.      Employment. The Company hereby employs Employee as the Chief Executive Officer (the “Position”) and Employee hereby accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.

2.       Term of Employment. The period of Employee’s employment under this Agreement shall begin as of the date first above written (the “Commencement Date”), and shall continue until the second anniversary thereof, unless terminated earlier pursuant to Section 7 below; provided that, on such second anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of two years, unless either party provides notice of its intention not to extend the term of the Agreement at least 2 weeks prior to the applicable Renewal Date. The period during which the Employee is employed by the Company is hereinafter referred to as the “Employment Period”).

3.       Duties and Responsibilities. Employee shall, during the Employment Period, devote Employee’s full and undivided attention, business energies and talents to fulfilling the duties of the Position.

4.       Location of Employment. Employee shall work primarily out of the Active health Foods, Inc. offices, with travel required as requested by the Company.

5.       Compensation. The Company shall pay the Employee an annual salary of three hundred and sixty thousand dollars ($360,000) (“Base Salary”) in accordance with the Company’s normal payroll practices on the first and fifteenth day of every month. The Company may make such deductions, withholdings or payments from sums payable to Employee hereunder which are required by law for taxes and similar charges. The Company will review Employee’s Base Salary in accordance with the Company’s normal payroll procedures.

(a)       As determined by the CEO or the Board from time to time in his or its sole discretion, Employee shall be eligible to participate in any bonus or equity incentive plan of the Company available to similarly-situated employees in a manner consistent with how other employees are eligible to participate in such plan; however, the plan may be amended, modified or terminated at any time in the sole discretion of the Company. If the plan is amended or terminated under this Section 5(b), the Company agrees that it shall establish total compensation for Employee that is substantially equivalent in the aggregate to his then current compensation.

6.       Benefits.

(a)       Vacation

(i)       Employee shall be entitled to use up to as many days as permitted by management per year.

(b)             Employee, when and to the extent eligible pursuant to the terms of any such benefit plan, shall be entitled to participate in such employee benefit plans (e.g., health, dental and life insurance as well as 401k) as are offered by the Company to the Employees of the Company generally as those plans may be amended from time to time in the sole discretion of the Company. Should Employee elect to participate in any such employee benefit plan, Employee shall be responsible for any and all required employee premiums, contributions, coinsurance and costs associated with said plans.

7.       Termination of Employment.

(a)       At will Employment. The parties hereto acknowledge that Employee’s employment hereunder is “at will”, that is, the Employment Period and the Employee’s employment hereunder may be terminated by either the Company or the Employee, at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least 2 weeks advance written notice of any termination of the Employee’s employment. Failure of either party to provide such notice shall not affect the timing or validity of the termination. However, if either party provides notice of termination, Employer may in its sole discretion, at any time during the notice period decide to terminate Employee’s employment immediately. The date upon which either party hereto terminates Employee’s employment shall be referred to as the “Termination Date”.

Upon the Termination Date, the Employee shall be entitled to receive any accrued but unpaid Base Salary, accrued but unused vacation days, unreimbursed business expenses properly incurred by the Employee, and any employee benefits (including equity compensation) to which Employee may be entitled under the

Company’s employee benefit plans as of the Termination Date (collectively, the “Accrued Amounts”); provided that, if the Termination Date occurs prior to the second anniversary of the Commencement Date, then, in addition to the Accrued Amounts, the Employee shall be entitled to a lump sum payment equal to the sum of the Employee’s Base Salary less the aggregate amount of Base Salary paid to the Employee from the Commencement Date to the Termination Date (the “Lump Sum Payment”).

(b)       Death. Employee’s employment hereunder shall terminate upon the death of Employee. The Company shall have no obligation to make payments to Employee in accordance with the provisions of Section 5, or, except as otherwise required by law or the terms of any applicable benefit plan, to provide the benefits described in Section 6, for periods after the date of Employee’s death, except for the Accrued Amounts and the Lump Sum Payment (if applicable), payable to Employee’s beneficiary, as Employee shall have indicated in writing to the Company (or if no such beneficiary has been designated, to Employee’s estate) and reimbursable business expenses incurred through such date.

8.       Non-Disclosure.

(a)       Confidential Information. “Confidential Information” means all confidential and proprietary information of the Company, its Affiliates (as defined below), its customers, its prospective customers and its suppliers (including insurance carriers), whether or not such information is protected by statute, common law, proprietary rights, or otherwise, and including, without limitation: names, addresses, contact persons and other information relating to the Company’s or any Affiliate’s customers or prospective customers and their personnel and suppliers or prospective suppliers and their personnel; current, past, potential or prospective commissions, premiums, prices, costs, profits, markets, products, services and innovations; business expansion plans, including electronic business development; internal practices and procedures; trade secrets; technologies, developments, inventions or improvements; and any other information relating to the business of the Company, its Affiliates, customers or suppliers.

(b)       Disclosure of Confidential Information. As an Employee of the Company, Employee will learn and will have access to Confidential Information. Employee acknowledges and agrees that the Company developed this Confidential Information at significant expense, it is proprietary to the Company, and it is and shall remain the exclusive property of the Company. Employee further acknowledges and agrees that the Confidential Information is highly valuable and proprietary to the Company and that the disclosure of any such Confidential Information to third parties or the otherwise unauthorized use of the Confidential Information by Employee may cause the Company serious and

irreparable harm. Accordingly, Employee agrees not to, without the express, written consent of the Company, while engaged by the Company as an Employee or after such engagement, disclose, copy, make any use of, or remove from the Company’s premises the Confidential Information except as required in the performance of Employee’s duties and responsibilities to the Company. Upon Employee’s termination as an employee of the Company, Employee shall, at Employee’s option, either immediately destroy or deliver to the Company any Confidential Information and all copies thereof, whether in hard copy, computerized or other form, which are in the possession or control of Employee.

(c)       Disclosure of Customer and Advertiser Confidential Information. As an employee of the Company, Employee will also learn and will have access to Confidential Information belonging to the Company’s customers and advertisers. Employee agrees not to, without the express, written consent of the Company, either while engaged by the Company or thereafter, disclose, copy, make any use of, or remove from the Company’s premises Confidential Information of the Company’s customers or suppliers except as may be required in the performance of Employee’s duties and responsibilities as an employee of the Company.

For the purposes of Section 8 and Section 9, the following terms shall have the meanings set forth below:

“Affiliate” shall mean with respect to any person, any other person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such first mentioned person. As used in this definition of Affiliate, the term “control” (including “controlled by”, or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, as trustee, by contract, or otherwise.

“Business” shall mean any business which engages in the set up, scheduling, management or planning of conferences or events, and any other business in which the Company may engage during the term of Employee’s engagement.

9.       Technology Ownership. Employee hereby assigns to the Company all inventions, discoveries, designs, trade secrets, formulae, processes, methods, techniques, mask works, improvements, developments, concepts, computer programs, databases and works which Employee may make or acquire during the term of his/her employment hereunder, whether or not during working hours and whether made solely or jointly with others, that (1) are related to the Business of the Company at the time they are made or acquired, or (2) are made using the equipment, supplies, facilities, or proprietary information of the Company, as well as all patents, patent applications, copyrights, copyright registrations and all other intellectual property rights which cover, protect or are embodied in any of the foregoing.

10.       Remedies. Employee acknowledges that the Company may be irreparably injured by a violation of Sections 7, 8 or 9 and agrees that the Company may seek an injunction restraining Employee from any actual or threatened breach of Sections 7, 8 or 9 or any other appropriate equitable remedy without bond or other security being required. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement, to recover damages and costs (including reasonable attorney’s fees and expenses) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.

11.       Severability; Enforceability. If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part, for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability only, and the remaining terms and provisions of this Agreement shall continue in full force and effect. The Company and Employee desire and intend that the restrictions be given effect to the maximum extent permitted by law and equity. They therefore respectfully request that any restriction determined to be overbroad in any manner shall be interpreted or reformed to give that restriction the maximum effect permissible by applicable law and equity, and Employee agrees to the enforcement of the restriction as so modified.

12.       Waiver of Breach. The waiver by either the Company or Employee of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or Employee.

13.       Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns, including any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

14.       Nonalienation. The interests of Employee under this Agreement are not subject to the claims of Employee’s creditors other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered except to Employee’s beneficiary or estate upon his/her death and except as otherwise required by law. Any attempted assignment in violation of this provision shall be void.

15.       Notices. Any notice given by a party under this Agreement shall be in writing and shall be deemed to be duly given (i) when personally delivered, or (ii) upon delivery by Federal Express, United States Express Mail or similar overnight courier service which provides evidence of delivery, or (iii) when delivered by facsimile transmission if a copy thereof is also delivered in person or by overnight courier.

Notice to the Company shall be sufficient if given to:
Glen Bonilla
Glen@Coinchamp.com

Notice to Employee will be sufficient if given to (Employee’s email address):
Glen Bonilla
Glen@coinchamp.com

16.      Amendment. This Agreement may not be amended or canceled except by mutual agreement of the parties in writing.

17.      No Third Party Beneficiaries. Except for Section 7(b), nothing in this Agreement is intended, nor shall it be construed, to confer any rights or benefits upon any person other than the parties hereto, and no other person shall have any rights or remedies hereunder.

18.       Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersedes all previous negotiations, commitments, and writings relating to the subject matter hereof.

19.      Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to the conflict of laws principles thereof. The parties consent to the exclusive jurisdiction of the state and federal courts of Colorado for the purpose of any suit, action or other proceeding arising out of or otherwise related to this Agreement, and expressly waive any and all objections they may have as to venue in any such courts.

20.      Section Headings. The Section headings of this Agreement are for convenience of reference only and do not form a part hereof and do not in any way modify, interpret, or construe the intentions of the parties.

21.      Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

22.      Counterparts. This Agreement may be executed in one or more counterparts (including by way of facsimile) and all such counterparts shall constitute one and the same instrument.

23.      Arbitration. If a dispute arises under this Agreement that cannot be resolved informally by the parties, a party to the dispute shall invoke the procedures set

forth in this Section 23. All disputes shall be solely and finally determined by arbitration by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be final and binding on the parties; provided, however, that the arbitrator shall base his/her award on applicable law and judicial precedent, shall include in such award the findings of fact and conclusions of law upon which the award is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that nothing herein shall impair the Company’s right to seek equitable relief from a court of competent jurisdiction for a breach or threatened breach of Section 8, 9 or 10 hereof.

24.       Company Policies and Procedures. Employee agrees to be bound by any rules, policies, terms or conditions that the Company has enacted and/or may enact or amend after the date hereof, including without limitation any rules or policies which may be set forth in an employee handbook or manual which may be published by the Company. Said material in no way constitutes a promise or guarantee of continued employment for any length of time or alters Employee’s status as an employee “at-will.”

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Employee and the Company have executed this Employment Agreement as of the day and year first above written.

FOR VALUE RECEIVED, the undersigned, Active Health Foods, Inc. a Wyoming Corporation (the “Obligor” or “Company”) hereby promises to pay to the order of Pinnacle Consulting Services Inc., a Nevada corporation or its assignee (the “Holder”) the principal amount of Twenty Five Thousand U.S. Dollars ($25,000.00) payable as set forth below (“Principal”). The Obligor also promises to pay to the order of (the “Holder”) Interest on the Principal amount at a rate of 12% per annum unless a default occurs. The payments of Principal and interest hereunder shall be paid in the currency of the United States of America. In addition, all Holder Conversions will be converted at a fixed conversion rate of 5.0001 per a share.

This Note shall be subject to the following Terms and Conditions as the Agreement between the Holder and the Obligor.

1.               Maturity. Subject to section 3 hereof all Principal shall be due on demand of the Holder in one (1) installment on October 8, 2022 (“Maturity Date”) or prior to such Maturity Date in an event of Default as provided in Section 9 hereof. On the Maturity Date the Holder shall surrender his Note to the Obligor and the Obligor shall pay to the Holder an amount in cash representing all outstanding Principal, any unpaid Interest, and any other outstanding amounts due to the Holder.

2.               Payments. Interest: Interest shall be payable annually (Except as set forth herein) in arrears to the Holder. Interest shall be calculated based on a year of 365 days. Payment shall be made by bank wire on or before the date due to the location provided by the Holder. In the event that any payment to be made hereunder shall be or become due on Saturday, Sunday, or any other day that is a legal Bank holiday such payment shall be due on the next business day.

3.               Prepayment. The Obligor and the holder understand and agree that the principal amount and accrued Interest accumulated on this Note (including without limitation, Interest accrued after the most recent annual interest payment date) may be prepaid without penalty to the Obligor in part or in whole by the Obligor and any time prior to the Maturity Date upon fifteen (15) days written notice to the Holder.

4.               Conversion and Anti-Dilution.

(a)             This Note, including any accrued Interest shall be convertible into Shares of Active Health Foods, Inc., Symbol (“AHFD”) issuable by the Obligor (“Common Stock”) at a Conversion Price of $0.0001 Per Share (“The Conversion Price”) at the option of the Holder in whole or in pan at any time. The Holder shall effect conversions by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the “Holder Conversion Notice”). Unless otherwise agreed in writing by both parties, at no time shall the Holder convert any amount of the Note into common stock that would result in the Holder owning more than 9.99% of the common stock outstanding. Each Holder Conversion Notice shall specify the amount of principal to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the “Conversion Date”). If the Holder is converting less than the entire principal amount of this Note, then the Obligor shall deliver to the Holder a new Note for such principal amount that has not been converted within five (5) business days of the Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable. Any accrued and unpaid interest attributable on a pro rata basis to the amount of principal converted on a Conversion Date (including without limitation, interest accrued after the most recent semi-annual interest payment date) shall be paid in cash to the Holder within five (5) business days of the Conversion Date. By way of example, if the Holder converts half of the principal amount of this Note, then the Obligor shall pay to the Holder half of the interest accrued and unpaid (including without limitation, interest accrued after the most recent annual interest payment date) on this Note within five (5) business days of the Conversion Date. Holder has as piggyback registration rights to register this note in any registration statement filed with the SEC.

(b)            If the Obligor at any time, or from time to time, subdivides (by any stock split, stock dividend, recapitalization, reverse or otherwise) its outstanding shares of Common Stock into a U of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Obligor at any time, or from time to time, combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. It Is agreed and understood by and between the parties-hereto that the Purpose and goal of this Clause is to ensure that the Holder retains the same number of Shares it would receive under this Convertible Promissory Note regardless of whether the Obligor does a Forward or Reverse Split or in any way whatsoever changes its Capitalization or Stock Structure. Any adjustment under this section shall become effective at the close of business on the date the subdivision or combination becomes effective or, in the case of a stock dividend, the date of each event. Whenever the Conversion Price is adjusted the Obligor must give notice of each to the Holder, notice shall set

forth the Conversion Price after adjustment, the date on which such adjustment became effective and a brief statement of the facts resulting In such adjustment.

(c)           If the Obligor, by reclassification of securities or otherwise, shall change any of the securities as to which conversion rights under this Note exist into the same or a different number of securities of any other class or classes, this Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Note immediately prior to such reclassification or other change, and the Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4(c) upon iu1y conversion or redemption of the Common Stock which is the subject of Section 4(d).

(d)          In case of any capital reorganization of the capital stock of the Obligor (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Obligor with or into another corporation, or the sale of all or substantially all the assets of the Obligor then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Note shall thereafter be entitled to receive upon conversion of this Note, the number of shares of stock or other securities or property (including cash) to which the holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. In all events, appropriate adjustment (as determined in good faith by the Obligor’s Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

(e)           In case all or any portion of the authorized and outstanding shares of Common Stock of the Obligor are redeemed or converted or reclassified into other securities or property pursuant to the Obligor’s Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Note, upon conversion hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the “Termination Date”), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such conversion immediately prior to the Termination Date, the securities or property that would have been received if this Note had been converted in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Note.

(f)           Not later than five (5) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the

principal amount of this Note (the “Conversion Shares”). If the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to Section 4(a) of this Note by the close of business on the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition, if the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to an exercise by the close of business on the fifth business day after the Con version Date, and if after such fifth trading day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by I.be Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Obligor shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Obligor was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Holder, either reinstate the portion of the Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Obligor timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Conversion Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (i) of the immediately preceding sentence the Obligor shall be required to pay the Holder $1,000. The Holder shall provide the Obligor written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Obligor. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Obligor’s failure to timely deliver certificates representing Conversion Shares upon conversion of this Note as required ,pursuant to the terms hereof.

(g)          Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive Legends and may be Restricted Securities as defined in the Purchase Agreement; such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such shares may have affixed thereto a legend substantially in the following form:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE Registration REQUIRE.MENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

The Obligor shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until the Note is delivered for conversion to the Obligor, or until the Holder notifies the Obligor that this Note has been lost, stolen or destroyed and provides a bond or other supporting documentation reasonably satisfactory to the Obligor (or other adequate security reasonably acceptable to the Obligor).

(h)          The Obligor shall at all times reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock satisfy a full Conversion of the Principal amount of this Note (the “Required Reserve Amount”). If at any time while this Note remains outstanding the Obligor does not have a sufficient number of authorized shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Obligor shall take all action necessary to increase the Obligor’s authorized shares of Common Stock to an amount sufficient to satisfy the Required Reserve Amount. As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than seventy-five (75) days after the occurrence, the Obligor shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. For the avoidance of doubt. an Authorized Share Failure shall constitute an Event of Default pursuant to Section 9 of this Note, notwithstanding the Obligor’s obligation or effolts to comply with the requirements set forth in the immediately preceding sentence.

(i)            Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock. The Obligor may at its sole and absolute discretion round fractional shares to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder.

(j)            The transfer of certificates for shares of Common Stock upon conversion of this Note shall be made without cost or charge to the Holder in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion.

(k)          Any and all notices or other communications or deliveries to be provided by the Holder hereunder. including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the attention of the Obligor at the facsimile telephone number or address designated in writing by the Obligor or alternatively at the principal place of business of the Obligor. Any and all notices or other communications or deliveries to be provided by the Obligor hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Holder at the facsimile telephone number or address of the Holder designated in writing by the Holder or alternatively at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if delivered via facsimile prior to 4:30 p.m. (Pacific Time) on a business day, (ii) the business day after the date of transmission, if delivered via facsimile later than 4 :30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such date, (iii) one (I) business day following the date of

sending, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

5.             Share Reservation. The Company shall at all times require its transfer agent to establish a reserve of shares of its authorized but unissued and unreserved Common Stock in the amount of at least 1,000,000,000 shares for purposes of conversion of the Note. The Company shall cause the Transfer Agent to agree that it will not reduce the reserve under any circumstances, unless such reduction is pre-approved in writing by the Holder. The Company shall not affect the conversion of shares under this Note, and the Holder shall not have the right to convert such shares, to the extent that after giving effect to such conversion, the Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise (the “Blocker Provision”).

6.             No Waiver. No failure or delay by the Holder in exercising any right, power or privilege under the Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. No course of dealing between the Obligor and the Holder shall operate as a waiver of any rights by the Holder.

7.             Waiver of Presentment and Notice of Dishonor. The Obligor and all endorsers, guarantors and other parties that may be liable under this Note hereby waive presentment., notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

8.             Transfer. This Note or any portion thereof and the shares of Common Stock issuable upon conversion of this Note may not be offered for sale, sold, transferred or assigned in the absence of (a) an effective registration statement for this Note or the shares of Common Stock issuable upon conversion of this Note, as applicable, or (b) an opinion of counsel (selected by the Holder and reasonably acceptable to the Obligor), in a form reasonable acceptable to the Obligor, that this Note or any portion thereof and the shares of Common Stock issuable upon conversion of this Note may be offered for sale, sold, assigned or transferred pursuant to an exemption from registration.

9.             Registration. The Obligor shall register all of the Conversion Shares upon the Obligor filing any registration statements with the Securities and Exchange Commission. The Holder shall reasonably cooperate with the Obligor as may be required to effect registration of the Conversion Shares.

10.       Events of Default. The entire unpa.id principal amount of this Note and all accrued and unpaid interest (including without limitation, interest accrued after the most recent semiannual interest payment date) shall, at the option of the Holder exercised by written notice to the Obligor forthwith become and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events (herein called “Events of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law

or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice; provided that, notwithstanding the foregoing, if an Event of Default specified in clause (b) or (c) of this Section 9 occurs, all such amounts due under this Note shall become and be immediately due and payable without any declaration or other act on the part of the Holder of this Note:

(a)       if default shall be made in the due and punctual payment of the principal of this Note or any interest due thereon when and as the same shall become due and payable, whether at maturity, or by acceleration or otherwise, and such default have continued for a period of seven (7) days.

(b)       if the Obligor shall:

(c)       if the court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any substantial part of the Obligor’s property, and such other judgment or decree shall not be vacated or set aside or stayed with thirty (30) days from the date of entry thereof;

(d)       if, under the provisions of any other law for the relief or aid of debtors, any court or competent jurisdiction shall assume custody or control of the whole or any substantial part of Obligor’s property and such custody or control shall not be terminated or stayed within (30) days from the date of assumption of such custody or control.

(e)       if, the Obligor breaches any covenant, agreement, representation or warranty in this Note or the Purchase Agreement, and such breach continues for a period of at least thirty (30) days.

11.       Remedies. In case any one or more of the Events of Default specified in Section 9 hereof shall have occurred, the Holder may proceed to protect and enforce its rights whether by suit and/or equity and/or by action law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the Holder may proceed to enforce the payment of all sums due upon the Note or enforce any other legal or equitable right of the Holder .

12.          Severability. In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

13.          Non-Circumvention. The Obligor hereby covenants and agrees that the Obligor will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of th.is Note and take all action as may be required to protect the rights of the Holder of this Note.

14.          Governing Law. This Note and the right and obligations of the Obligor and the Holder shall be governed by and construed in accordance with the laws of the State of California without giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction of the Riverside County state courts, in respect of any dispute or matter arising out of or connected with this Note.

IN WITNESS WHEREOF, Active Health Foods, Inc. has signed this Note effective as of the date set forth hereinabove.

OBLIGOR

Active Health Foods, Inc.

/s/ Glen Bonilla               

By: Glen Bonilla

Title: CEO

HOLDER

Pinnacle Consulting Services Inc.

/s/ Robert L. Hymers III               

Robert L. Hymers III, President

Exhibit 6.6

CONSULTING AGREEMENT

DATE: October 7, 2021

PARTIES:

RECITALS:

WHEREAS, the Company wishes to contract with the Consultant for the performance of certain advisory services.

WHEREAS, the Consultant declares that it is engaged in an independent business or employed by a party other than the Company and that the Company is not the Consultant’s sole and only client, customer or employer.

WHEREAS, the parties hereto wish to enter into a Client-Independent Consulting Contractor relationship for their mutual benefit, and further wish to set forth the terms of such association in writing.

AGREEMENTS:

NOW, THEREFORE, in consideration of the foregoing representations and the mutual covenants set forth herein, the Company and the Consultant agree as follows:

1.               Services to be Performed. The Company hereby engages the Consultant to advise and perform work for the Company with respect to the responsibilities and other matters associated with running the PUBCO.

2.               Fees, Terms of Payment. The Company agrees as compensation to issue to the Consultant 300,000,000 Common Stock Shares for services rendered.

3.               Instrumentalities. The Consultant shall supply all equipment, tools, materials and supplies to accomplish the designated jobs or services set forth in Paragraph 1, except if approved by the Company.

4.               Expenses. The Company shall not be responsible or liable for any expenses incurred by the Consultant in performing any jobs or services under this Agreement, except accountable out-of-pocket expenses of Consultant approved in advance in writing by the Company.

5.               The Consultant’s Status. The Consultant will be considered an independent contractor and not an employee of the Company. The parties hereto are and shall remain independent. The Consultant retains the sole and exclusive right to control or direct the manner or means by which the jobs or services described herein are to be performed.

The Consultant shall comply with all federal, state and local laws, and rules and regulations that are now or may in the future become applicable to the Consultant, its business, equipment and personnel engaged in accomplishing the jobs or services provided under this Agreement or arising out of the performance of this Agreement.

6.               Payroll or Employment Taxes. The Consultant will not be treated as an employee for federal, state or local tax purposes or for any other purpose. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to the Consultant, including but not limited to FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax. The Consultant agrees that it is responsible for making all filings with and payments to the Internal Revenue Service and state and local taxing authorities as are appropriate to its status as a Consultant.

7.               Workers’ Compensation Unemployment Compensation Benefits. No workers’ compensation insurance has been or will be obtained by the Company for the Consultant. The Consultant understands that he is not entitled to unemployment compensation benefits or any other benefits normally afforded to any employee of the Company, due to his status as a Consultant.

8.               Law Governing Contract/Arbitration. This Agreement and all questions arising in connection with it shall be governed by the laws of the State of California. Any dispute involving this Agreement will be settled through binding arbitration in Los Angeles, CA in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

9.               Entire Agreement. This Agreement states the entire Agreement of the parties, and merges all prior negotiations, agreements and understandings, if any, except for any confidentiality agreements between the parties. No modification, release, discharge or waiver of any provision hereof shall be of any force or effect unless made in writing and signed by the parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their representative laws, personal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement and caused it to be dated as of the day and year first written above.

Exhibit 12.1

November 16, 2021

Active Health Foods, Inc

633 West 5th St, Suite 2826

Los Angeles, CA 90071

Ladies and Gentlemen:

I have acted as counsel to Active Health Foods, Inc, a Wyoming corporation (the “Company”), in connection with the proposed offering by the Company of 10,000,000,000 shares of the Company’s common stock (the “Securities”) pursuant to the Company's Offering Statement on Form 1-A, as amended (the “Offering Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).

I have reviewed the Company’s charter documents, the Offering Statement and the corporate proceedings taken by the Company in connection with the offer, issuance and sale of the Securities and any other documents necessary to render an opinion. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies and the authenticity of the original of such copies.

Based on such review, I am of the opinion that the Securities have been duly authorized and will be, when issued in the manner described in the Offering Statement, legally issued, fully paid and nonassessable. No opinion is being rendered hereby with respect to the truthfulness, accuracy or completeness of the Offering Statement or any portion thereof.

I consent to the filing of this opinion letter as an exhibit to the Offering Statement.

This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities.

Sincerely,

/s/ John J. Brannelly

Attorney

PO BOX 1832 DRAPER UTAH 84020 ▪ TEL. 801-871-JACK (5225) ▪ FAX 801-365-9731 ▪ JACK@BRANNELLYLAW.COM

Exhibit 14.2