JALA / Be Active Holdings Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Be Active Holdings Inc
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Be Active Holdings Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
July 25, 2017 15-12G

Be Active Holdings FORM 15-12G

OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response.... 3235-0167 March 31, 2018 1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE

March 31, 2017 NT 10-K

Be Active Holdings 0-K

Be Active Holdings, Inc. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [

February 8, 2017 SC 13G

JALA / Be Active Holdings, Inc. / KCG AMERICAS LLC - SC 13G JALA Passive Investment

SC 13G 1 kcg13g.htm SC 13G JALA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Be Active Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 073301202 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

November 21, 2016 10-Q

Be Active Holdings FORM 10-Q (Quarterly Report)

SEC Connect UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2016 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-55185 Be Active Holdings, Inc.

November 15, 2016 NT 10-Q

Be Active Holdings 0-Q

Be Active Holdings, Inc. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [

August 10, 2016 10-Q

Be Active Holdings FORM 10-Q (Quarterly Report)

jala10qjun302016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2016 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-55185 Be Active Holdings, I

May 12, 2016 10-Q

Be Active Holdings FORM 10-Q (Quarterly Report)

10-Q 1 jala10qmar312016.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2016 or o Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-55185 Be Acti

March 30, 2016 10-K

Be Active Holdings FORM 10-K (Annual Report)

jala10kdec312015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 333-174435 (Commission file number) Be Active Holdings, I

January 7, 2016 EX-4.2

SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2016

ex4-2.htm Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

January 7, 2016 EX-10.15

SECURITIES PURCHASE AGREEMENT

ex10-15.htm Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2015, between Be Active Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). PREAMBLE WHEREAS,

January 7, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 jala8kdec312015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2015 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporati

January 7, 2016 EX-10.16

SECOND CONSENT, WAIVER AND MODIFICATION AGREEMENT

ex10-16.htm Exhibit 10.16 SECOND CONSENT, WAIVER AND MODIFICATION AGREEMENT This Second Consent, Waiver and Modification Agreement (?Agreement?) is made and entered into as of December 31, 2015, by and among Be Active Holdings Inc., a Delaware corporation (the ?Company?), and the parties identified on the signature page hereto (each a ?Purchaser? and collectively, ?Purchasers?). Capitalized terms

December 30, 2015 8-K

Be Active Holdings FORM 8-K (Current Report/Significant Event)

jala8kdec282015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 28, 2015 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-55185 (

December 30, 2015 EX-3.10

EX-3.10

EX-3.10 2 ex3-10.htm CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit 3.10

December 3, 2015 EX-3.9

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK

EX-3.9 2 ex3-9.htm CERTIFICATE OF DESIGNATION, DATED NOVEMBER 30, 2015, FOR SERIES D CONVERTIBLE PREFERRED STOCK Exhibit 3.9 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK Be Active Holdings, Inc., a Delaware corporation (the "Corporation"), pursuant to Section 151 of the General Corporate Law of the State of Delaware and in accordance wit

December 3, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 jala8knov302015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 30, 2015 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporati

November 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2015 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-55185 Be Active Holdings, Inc. (Exact name

October 26, 2015 DEF 14A

Be Active Holdings 14A

jaladef14coct2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement Be Active Hold

October 9, 2015 SC 13D

JALA / Be Active Holdings, Inc. / Rienzi Joseph - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BE ACTIVE HOLDINGS, INC. (Name of Issuer) Shares of Common Stock, $0.0001 Par Value (Title of Class of Securities) 073301103 (CUSIP Number) Joseph Rienzi Interim President Be Active Holdings, Inc. 1010 Northern Blvd. Great Neck, NY 11021 (212)-736-2310 (Name, Address and T

October 9, 2015 EX-2

Joint Filing Agreement

Exhibit 2 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, dated March 2, 2015 (including amendments thereto) with respect to the common stock of Be Active Holdings, Inc.

October 9, 2015 PRE 14C

Be Active Holdings PRE 14C

jalapre14coct2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement Be Active Hold

October 9, 2015 EX-1

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK

Exhibit 1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK Be Active Holdings, Inc.

September 24, 2015 EX-10.14

ALLONGE NO. 1 TO SECURED NOTE ISSUED DECEMBER 31, 2014

ex10-14.htm Exhibit 10.14 ALLONGE NO. 1 TO SECURED NOTE ISSUED DECEMBER 31, 2014 This Allonge No. 1 to Secured Note (“Allonge”) is made as of this 21st day of September, 2015, by Be Active Holdings, Inc., a Delaware corporation (“Borrower”) to Sandor Capital Master Fund (“Lender”). This Allonge is being issued pursuant to a Consent, Waiver and Modification Agreement dated on or about the date of t

September 24, 2015 EX-10.13

CONSENT, WAIVER AND MODIFICATION AGREEMENT

ex10-13.htm Exhibit 10.13 CONSENT, WAIVER AND MODIFICATION AGREEMENT This Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of September 21, 2015, by and among Be Active Holdings Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not

September 24, 2015 8-K

Be Active Holdings FORM 8-K (Current Report/Significant Event)

jala8ksep222015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 22, 2015 Be Active Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55185 68-0678429 (State or other jurisdiction of inco

August 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2015 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-55185 Be Active Holdings, Inc. (Exact name of re

June 22, 2015 8-K

Be Active Holdings FORM 8-K (Current Report/Significant Event)

jala8kjune192015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 19, 2015 Be Active Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55185 68-0678429 (State or other jurisdiction of incorpor

May 28, 2015 8-K/A

Be Active Holdings 8-KA (Current Report/Significant Event)

jala8kmay42015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2015 Be Active Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55185 68-0678429 (State or other jurisdiction of incorporat

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2015 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-55185 Be Active Holdings, Inc. (Exact name of r

May 5, 2015 8-K

Be Active Holdings 8-K (Current Report/Significant Event)

jala8kmay042015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2015 Be Active Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55185 68-0678429 (State or other jurisdiction of incorporati

April 30, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 27, 2015 Be Active Holdings, Inc.

April 30, 2015 EX-16.1

Cornick, Garber le Sandler, LLP 825Thlrd Avenue, New York, NY 10022-9524 T 212.557.3900 F 212.557.3936 50 Charles Lindbergh Blvd., Uniondale, NY 11553-3600 T 516.542.9030 F 516.542.9035 cgscpa.com

ex16-1.htm Exhibit 16.1 Cornick Garber Sandler Certified Public Accountants & Advisors April 28, 2015 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F. Street, NE Washington, DC 20549 Re: Be Active Holdings, Inc. Ladies and Gentlemen: We have read the statements of Be Active Holdings, Inc. pertaining to our Firm included under Item 4.01 of the Current Report on Form 8?K

April 21, 2015 SC 13G

JALA / Be Active Holdings, Inc. / Brauser Michael - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) BE ACTIVE HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 073301103 (CUSIP Number) April 21, 2015 (Date of Event which Requires Fi

March 31, 2015 EX-3.1

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BE ACTIVE HOLDINGS, INC. March 25, 2015

ex3-1.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BE ACTIVE HOLDINGS, INC. March 25, 2015 Be Active Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify: FIRST: That the Board of Directors of the Corporation (the "Board"), pursuant t

March 31, 2015 8-K

Be Active Holdings 8-K (Current Report/Significant Event)

jala8kmar252015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2015 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorpora

March 30, 2015 EX-10.11

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of the 1st day of October 2014 (the ?Effective Date?), by and between Be Active Holdings, Inc.

March 30, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 333-174435 (Commission file number) Be Active Holdings, Inc. (Exact name of re

March 30, 2015 EX-10.10

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of October 2014 (the “Effective Date”), by and between Be Active Holdings, Inc.

March 30, 2015 EX-10.12

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of the 1st day of October 2014 (the ?Effective Date?), by and between Be Active Holdings, Inc.

February 6, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2014 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact na

February 6, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2014 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exac

February 6, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2014 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact name of

February 2, 2015 10-K/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 333-174435 (Commission file number) Be Active Holdings, Inc. (Exact name of

January 7, 2015 EX-1.1

SECURITIES PURCHASE AGREEMENT

Exhibit 1.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2014, between Be Active Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). PREAMBLE WHEREAS, subject to th

January 7, 2015 EX-4.1

SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2015

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

January 7, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

December 19, 2014 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

December 9, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

November 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2014 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact name

August 14, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2014 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, I

August 14, 2014 EX-3.1

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BE ACTIVE HOLDINGS, INC. August 12, 2014

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BE ACTIVE HOLDINGS, INC. August 12, 2014 Be Active Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify: FIRST: That the Board of Directors of the Corporation (the "Board"), pursuant to a unani

August 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2014 or [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact name of r

June 26, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission Fil

June 26, 2014 EX-99

Be Active Holdings Appoints Evis Savvides to Board of Directors Adds 20 Years Consumer Goods Experience

Exhibit 99.1 Be Active Holdings Appoints Evis Savvides to Board of Directors Adds 20 Years Consumer Goods Experience NEW YORK, NY - (Marketwired) – June 25, 2014 – Be Active Holdings, Inc. (JALA), a manufacturer and marketer of Greek frozen yogurt under the Jala brand, announced the appointment of Mr. Evis Savvides to its Board of Directors. Mr. Savvides brings to Be Active Holdings twenty years o

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2014 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact

April 28, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission Fi

April 28, 2014 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B CONVERTIBLE PREFERRED STOCK

EX-3.1 2 ex3-1.htm AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Be Active Holdings, Inc., a Delaware corporation (the "Corporation"), D

April 23, 2014 8-A12G

- FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Be Active Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State of Incorporation or Organization) 68-0678429 (I.R.S. Employer Identification No.) 1010 Northern Blv

March 28, 2014 10-K

UNITED STATES

10-K 1 beactive10kdec312013.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 333-174435 (Commission file number)

February 20, 2014 EX-10.3

INVESTMENT AGREEMENT

Exhibit 10.3 INVESTMENT AGREEMENT This Investment Agreement (this “Agreement”) is dated as of February [], 2014, between Be Active Holdings Inc., a Delaware corporation (the “Company”) and [] (the “Investor”). PREAMBLE WHEREAS, on or about February [], 2014 the Company entered into a Securities Purchase Agreement (the “SPA”) with certain Purchasers (as defined in the SPA) pursuant to which the Pur

February 20, 2014 SC 13G

JALA / Be Active Holdings, Inc. / ALPHA CAPITAL ANSTALT - SCH 13G Passive Investment

SC 13G 1 sc13g0214alphabeactive.htm SCH 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) BE ACTIVE HOLDINGS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 073301103 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this S

February 20, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2014, between Be Active Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). PREAMBLE WHEREAS, subject to the

February 20, 2014 EX-3.1

Delaware The First State

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "BE ACTIVE HOLDINGS, INC.", FI LED IN THI S OFFI CE ON THE EIGHTEENTH DAY OF FEBRUARY, A.D. 2014, AT 8:30 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECO

February 20, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

February 20, 2014 EX-10.2

COMMON STOCK PURCHASE WARRANT BE ACTIVE HOLDINGS INC. Warrant Shares: Initial Exercise Date: February [__], 2014

EX-10.2 4 ex10-2.htm FORM OF WARRANT Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

February 20, 2014 SC 13G

JALA / Be Active Holdings, Inc. / Brio Capital Master Fund Ltd. - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0214briobeactive.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) BE ACTIVE HOLDINGS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 073301103 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which th

February 12, 2014 S-1/A

- FORM S-1/A

As filed with the Securities and Exchange Commission on February 12, 2014. SEC File No. 333-191381 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BE ACTIVE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 5140 68-0678429 (State or other jurisdiction of incorpor

February 10, 2014 8-K

Submission of Matters to a Vote of Security Holders - BE ACTIVE 8-K FOR FEBRUARY 4, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

January 31, 2014 EX-10.2

(see attached PDF)

(see attached PDF)

January 31, 2014 EX-10.1

EX-10.1

January 31, 2014 EX-10.1

(see attached PDF)

(see attached PDF)

January 31, 2014 EX-10.2

EX-10.2

January 31, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2014 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission F

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2013 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Ex

October 31, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

October 31, 2013 EX-10.1

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B CONVERTIBLE PREFERRED STOCK

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Be Active Holdings, Inc.

September 27, 2013 DEL AM

-

Be Active Holdings, Inc. 1010 Northern Blvd. Great Neck, NY 11021 (212) 736- 2310 September 27, 2013 VIA EDGAR — FORM DEL AM U.S. Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549-4561 Attention: Paul Monsour Re: Delaying Amendment for Be Active Holdings, Inc. Registration Statement on Form S-1 (File No. 333-191381) Ladies and Gentlemen: Reference is made to the Registratio

September 25, 2013 S-1

Registration Statement -

As filed with the Securities and Exchange Commission on September 25, 2013. SEC File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BE ACTIVE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 5140 68-0678429 (State or other jurisdiction of incorporation or organization) (

September 25, 2013 EX-21.1

Subsidiaries of Be Active Holdings, Inc.

EX-21.1 2 q1101242ex21-1.htm Exhibit 21.1 Subsidiaries of Be Active Holdings, Inc. Subsidiary Jurisdiction of Organization Be Active Brands, Inc. Delaware

August 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2013 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact n

August 14, 2013 NT 10-Q

-

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-174435 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing

June 18, 2013 EX-2.1

EX-2.1

June 18, 2013 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorpor

June 18, 2013 CORRESP

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BE ACTIVE HOLDINGS, INC. 1010 NORTHERN BLVD. GREAT NECK, NY 11021 (212) 736-2310 June 18, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-5010 Attn: H. Roger Schwall Re: Be Active Holdings, Inc. (the “Company”) Amendment No. 2 to Form 8-K Filed May 21, 2013 File No. 333-174435 Dear Mr. Schwall: In response to the Comment Letter date

May 28, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2013 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-174435 Be Active Holdings, Inc. (Exact

May 21, 2013 EX-10.14

EX-10.14

May 21, 2013 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K/A 1 q11011178ka-beactive.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State

May 21, 2013 EX-10.15

EX-10.15

May 21, 2013 EX-10.13

EX-10.13

May 21, 2013 EX-99.2

BE ACTIVE HOLDINGS, INC.

BE ACTIVE HOLDINGS, INC. PRO FORMA CONSOLIDATED BALANCE SHEET UNAUDITED BE ACTIVE HOLDINGS, INC BE ACTIVE BRANDS, INC. f/k/a Super Light, Inc. Pro Forma December 31, 2012 Assets December 31, 2012 (a) December 31, 2012 (b) Notes Adjustments Pro Forma Current assets Cash and cash equivalents $ 9,225 $ 6,452 $ 6,452 (1) (9,225) Accounts receivable 36,157 36,157 Inventory 276,644 276,644 Prepaid expen

May 21, 2013 CORRESP

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May 20, 2013 H. Roger Schwall Assistant Director United States Security and Exchange Commission Washington, D.C. 20549 Re: Be Active Holdings, Inc. Form 8-K Filed January 15, 2013 Form 8-K/A Filed January 29, 2013 File No. 333-174435 Dear Mr. Schwall: The above-referenced registrant, Be Active Holdings, Inc. (the “Company”, “we”, “us” or “our”), is in receipt of your letter dated February 26, 2013

May 21, 2013 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Be Active Brands, Inc.

May 20, 2013 CORRESP

-

May 20, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 17, 2013 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporatio

May 17, 2013 CORRESP

-

CORRESP 1 filename1.htm May 17, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-5010 Attn: Ethan Horowitz Re: Be Active Holdings, Inc. Form 8-K Filed May 9, 2013 File No. 333-174435 Dear Mr. Horowitz: We are counsel to Be Active Holdings, Inc. (the “Company”). We hereby submit, on behalf of the Company, a response to comments by the

May 17, 2013 EX-16.1

Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660

Exhibit 16.1 Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660 Securities and Exchange Commission 450 – Fifth Street N.W. Washington, D.C. 20549 Gentlemen: We are the former independent registered accountant of Be Active Holdings, Inc. We have read the Company’s Current Report on Form 8-K/A dated May 17, 2013, and are in agreement with the contents in regard to our fi

May 15, 2013 NT 10-Q

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-174435 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing

May 9, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission File

May 9, 2013 EX-16.1

Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660

Exhibit 16.1 Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660 Securities and Exchange Commission 450 – Fifth Street N.W. Washington, D.C. 20549 Gentlemen: We are the former independent registered accountant of Be Active Holdings, Inc. We have read the Company’s Current Report on Form 8-K dated May 8, 2013, and are in agreement with the contents in regard to our firm.

May 1, 2013 EX-10.5

[Signature page follows immediately]

RELEASE THIS RELEASE (the “Release”) is entered into as of this day of , 2013 (the “Effective Date”) in favor of Be Active Holdings, Inc.

May 1, 2013 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of , 2013, by and between Be Active Holdings, Inc.

May 1, 2013 EX-10.2

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES A CONVERTIBLE PREFERRED STOCK

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Be Active Holdings, Inc.

May 1, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission Fi

May 1, 2013 EX-10.3

WARRANT TO PURCHASE SHARES OF COMMON STOCK BE ACTIVE HOLDINGS, INC.

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

May 1, 2013 EX-10.4

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B CONVERTIBLE PREFERRED STOCK

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Be Active Holdings, Inc.

April 16, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 333-174435 (Commission file number) Be Active Holdings, Inc. (Exact name of regist

April 8, 2013 EX-16.1

April 8, 2013

Exhibit 16.1 April 8, 2013 U.S. Securities & Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read the statements included under Item 4.01 in the Form 8-K filing dated April 8, 2013 of Be Active Holdings, Inc. (the “Company”) to be filed with the Securities and Exchange Commission and we agree with such statements insofar as the

April 8, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission Fil

April 1, 2013 NT 10-K

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CheckOne): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on

March 28, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission Fi

March 28, 2013 EX-17.1

RESIGNATION

RESIGNATION I, Marc Wexler, hereby tender and submit my resignation from all positions with Be Active Holdings, Inc.

March 8, 2013 CORRESP

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March 8, 2013 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: H.

January 29, 2013 EX-99.1

Be Active Brands, Inc. audited financial statements for the years ended December 31, 2011 and 2010 TABLE OF CONTENTS

Exhibit 99.1 Be Active Brands, Inc. audited financial statements for the years ended December 31, 2011 and 2010 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 1 Financial Statements Balance Sheets 2 Statement of Operations 3 Statement of Changes in Shareholders’ Deficiency 4 Statement of Cash Flows 5 Notes to Financial Statements 6 REPORT OF INDEPENDENT REGISTERED P

January 29, 2013 CORRESP

-

January 29, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 29, 2013 8-K/A

Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorpor

January 29, 2013 EX-99.3

BE ACTIVE HOLDINGS, INC.

Exhibit 99.3 Pro forma unaudited consolidated statement of operations for the year ended December 31, 2011 and for the nine months ended September 30, 2012 and 2011 and pro forma unaudited consolidated balance sheet for the nine months ended September 30, 2012. BE ACTIVE HOLDINGS, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS UNAUDITED BE ACTIVE HOLDINGS, INC BE ACTIVE BRANDS, INC. f/k/a Sup

January 29, 2013 EX-16.1

Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660

Exhibit 16.1 Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660 Securities and Exchange Commission 450 – Fifth Street N.W. Washington, D.C. 20549 Gentlemen: We are the former independent registered accountant of Be Active Holdings, Inc. We have read the Company’s Current Report on Form 8-K dated January 23, 2013, and are in agreement with the contents in regard to our

January 29, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission

January 15, 2013 EX-10.1

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in a publicly traded company, whose shares are quoted on the OTC Bulletin Board (the “Company”). The Company will acquire by merger, all of the issued and outstanding capital st

January 15, 2013 EX-10.8

2013 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.8 2013 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , (the “Grant Date”), is between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the 2013 Equity

January 15, 2013 EX-10.12

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of January 2013 (the “Effective Date”), by and between Be Active Holdings, Inc., a Delaware corporation, with an address at 220 West 30th Street, 2nd Floor, New York, NY 10001, and Saverio Pugliese (“Executive”). W I T N E S S E T H: WHEREAS, Executive desi

January 15, 2013 EX-99.2

Be Active Brands, Inc. unaudited financial statements for the three and nine months ended September 30, 2012 and 2011 Table of Contents

Exhibit 99.2 Be Active Brands, Inc. unaudited financial statements for the three and nine months ended September 30, 2012 and 2011 Table of Contents Page Financial Statements (unaudited) Balance Sheets 1 Statement of Operations 2 Statement of Changes in Shareholders’ Deficiency 3 Statement of Cash Flows 4 Notes to Financial Statements 5 BE ACTIVE BRANDS, INC. BALANCE SHEETS (Unaudited) September 3

January 15, 2013 EX-10.3

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE

Exhibit 10.3 WARRANT NO. Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES A

January 15, 2013 EX-10.9

2013 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

EX-10.9 12 q1100922ex10-9.htm FORM OF 2013 NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.9 2013 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , (the “Grant Date”), is (the “Optionee”), a director, officer or employees of, or consultant or advisor to, Be Active Holdings, Inc. (the “Company”) or a

January 15, 2013 EX-10.7

BE ACTIVE HOLDINGS, INC. 2013 EQUITY INCENTIVE PLAN

Exhibit 10.7 BE ACTIVE HOLDINGS, INC. 2013 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2013 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Be Active Holdings, Inc., a Delaware corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f) of th

January 15, 2013 EX-10.4

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS

Exhibit 10.4 AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of January 9, 2013, by Be Active Holdings, Inc., a Delaware corporation (“Assignor”), and Superlight Holdings, Inc., a Delaware corporation and a wholly-ow

January 15, 2013 EX-99.3

Pro forma unaudited consolidated financial statements for the nine months ended September 30, 2012 and 2011

Exhibit 99.3 Pro forma unaudited consolidated financial statements for the nine months ended September 30, 2012 and 2011 BE ACTIVE HOLDINGS, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS UNAUDITED BE ACTIVE HOLDINGS, INC BE ACTIVE BRANDS, INC. f/k/a Super Light, Inc. Proforma Nine Months Ended Nine Months Ended Proforma Nine Months Ended September 30, 2012 September 30, 2012 Notes Adjustment

January 15, 2013 EX-21.1

Subsidiaries of Be Active Holdings, Inc.

Exhibit 21.1 Subsidiaries of Be Active Holdings, Inc. Subsidiary Jurisdiction of Organization Be Active Brands, Inc. Delaware 1

January 15, 2013 EX-10.6

BE ACTIVE HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

Exhibit 10.6 BE ACTIVE HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of (this “Agreement”), is made by and between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS: A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporat

January 15, 2013 EX-10.5

STOCK PURCHASE AGREEMENT

Exhibit 10.5 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 9, 2013, is made by and between Be Active Holdings, Inc. a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”). RECITALS A. Seller owns all of the issued and outstanding shares of common stock $0

January 15, 2013 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of 2013, among the undersigned corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”). R E C I T A L S WHEREAS, the Company and the Investors are parties to Subscription Agreements (the “Subscription Agreements”), dated as of the date h

January 15, 2013 EX-10.11

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of January 2013 (the “Effective Date”), by and between Be Active Holdings, Inc., a Delaware corporation, with an address at 220 West 30th Street, 2nd Floor, New York, NY 10001, and David Wolfson (“Executive”). W I T N E S S E T H: WHEREAS, Executive desires

January 15, 2013 EX-99.1

Be Active Brands, Inc. audited financial statements for the years ended December 31, 2011 and 2010 Table of Contents

Exhibit 99.1 Be Active Brands, Inc. audited financial statements for the years ended December 31, 2011 and 2010 Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Financial Statements Balance Sheets 2 Statement of Operations 3 Statement of Changes in Shareholders’ Deficiency 4 Statement of Cash Flows 5 Notes to Financial Statements 6 REPORT OF INDEPENDENT REGISTERED P

January 15, 2013 EX-2.1

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION _____________________________________________________ BY AND AMONG BE ACTIVE HOLDINGS, INC. BE ACTIVE ACQUISITION CORP. BE ACTIVE BRANDS, INC. Dated as of January 9, 2013

Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG BE ACTIVE HOLDINGS, INC. BE ACTIVE ACQUISITION CORP. and BE ACTIVE BRANDS, INC. Dated as of January 9, 2013 1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on January 9, 2013 by and among Be Active Holdings, Inc., a Delaware corpor

January 15, 2013 EX-10.10

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of January 2013 (the “Effective Date”), by and between Be Active Holdings, Inc., a Delaware corporation, with an address at 220 West 30th Street, 2nd Floor, New York, NY 10001, and Marc Wexler (“Executive”). W I T N E S S E T H: WHEREAS, Executive desires t

January 15, 2013 EX-2.2

1

Exhibit 2.2 1

January 15, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2013 BE ACTIVE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission F

December 31, 2012 EX-3.1

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SUPER LIGHT INC. a Delaware corporation

EX-3.1 2 q1100914ex3-1.htm CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUPER LIGHT INC. a Delaware corporation Super Light Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT: FIRST: That, by written consent of the Board of Directors of said corporation as of De

December 31, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 28, 2012 BE ACTIVE HOLDINGS, INC.

December 10, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-174435 SUPERLIGHT INC.

November 20, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-174435 SUPERLIGHT INC

November 14, 2012 NT 10-Q

-

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-174435 NOTIFICATION OF LATE FILING o Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: September 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Not

August 21, 2012 8-K

Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 17, 2012 SUPER LIGHT, INC.

August 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2012 SUPER LIGHT, INC.

July 24, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2012 SUPER LIGHT INC. (exact name of registrant as specified in its charter) Delaware 333-174435 68-0678429 (State or other jurisdiction of incorporation) (Commission File Nu

July 24, 2012 EX-3.1

3

3 4

July 11, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-174435 SUPER LIGHT INC. A

May 15, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-174435 SUPER LIGHT INC. A

February 21, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-174435 SUPER LIGHT INC.

December 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-174435 SUPER L

November 9, 2011 CORRESP

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Phone: +972-54-659-6370 Fax: +972-77-424-6487

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Israel Phone: +972-54-659-6370 Fax: +972-77-424-6487 November 9, 2011 By Edgar John Reynolds Assistant Director Securities and Exchange Commission Washington DC 20549 Re: Super Light, Inc. Registration Statement on Form S-1 Originally Filed on May 23, 2011 File No. 333-174435 Dear Mr. Reynolds: Thank you for advising us that the Commission has re

October 25, 2011 S-1/A

As filed with the Securities and Exchange Commission on October 25, 2011 Registration No. 333-174435 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPER L

As filed with the Securities and Exchange Commission on October 25, 2011 An Exhibit List can be found on page 42.

October 25, 2011 CORRESP

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Phone: +972-54-659-6370 Fax: +972-77-424-6487

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Israel Phone: +972-54-659-6370 Fax: +972-77-424-6487 October 25, 2011 By Edgar John Reynolds Assistant Director Securities and Exchange Commission Washington DC 20549 Re: Super Light, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed October 4, 2011 File No. 333-174435 Dear Mr. Reynolds: Super Light, Inc. (“SLI”) acknowledges recei

October 4, 2011 S-1/A

As filed with the Securities and Exchange Commission on October 4, 2011 Registration No. 333-174435 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPER LI

As filed with the Securities and Exchange Commission on October 4, 2011 An Exhibit List can be found on page 42.

October 4, 2011 CORRESP

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Phone: +972-54-659-6370 Fax: +972-77-424-6487

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Israel Phone: +972-54-659-6370 Fax: +972-77-424-6487 October 4, 2011 By Edgar John Reynolds Assistant Director Securities and Exchange Commission Washington DC 20549 Re: Super Light, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed September 14, 2011 File No. 333-174435 Dear Mr. Reynolds: Super Light, Inc. (“SLI”) acknowledges rec

September 14, 2011 EX-10.1

On February 9, 2011, Ms. Hani Abu, a Director and stockholder of Super Light Inc. ("Super Light") provided a loan for working capital expenses of Super Light in the amount of $7,500. All outstanding amounts under this loan do not bear interest. The m

Exhibit 10.1 On February 9, 2011, Ms. Hani Abu, a Director and stockholder of Super Light Inc. ("Super Light") provided a loan for working capital expenses of Super Light in the amount of $7,500. All outstanding amounts under this loan do not bear interest. The maturity date of the loan is on demand and not set for a specific date.

September 14, 2011 CORRESP

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Phone: +972-54-659-6370 Fax: +972-77-424-6487

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Israel Phone: +972-54-659-6370 Fax: +972-77-424-6487 September 14, 2011 By Edgar John Reynolds Assistant Director Securities and Exchange Commission Washington DC 20549 Re: Super Light, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 5, 2011 File No. 333-174435 Dear Mr. Reynolds: Super Light, Inc. (“SLI”) acknowledges receip

September 14, 2011 S-1/A

As filed with the Securities and Exchange Commission on September 14, 2011 Registration No. 333-174435 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPER

As filed with the Securities and Exchange Commission on September 14, 2011 An Exhibit List can be found on page 42.

August 18, 2011 EX-10.1

On February 9, 2011, Ms. Hani Abu, a Director and stockholder of Super Light Inc. ("Super Light") provided a loan for working capital expenses of Super Light in the amount of $7,500. All outstanding amounts under this loan bear interest at a rate of

Exhibit 10.1 On February 9, 2011, Ms. Hani Abu, a Director and stockholder of Super Light Inc. ("Super Light") provided a loan for working capital expenses of Super Light in the amount of $7,500. All outstanding amounts under this loan bear interest at a rate of 7% per annum. Interest is payable on payment of the loan amount. The maturity date of the loan is on demand and not set for a specific da

August 18, 2011 CORRESP

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Phone: +972-54-659-6370

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Israel Phone: +972-54-659-6370 Fax: August 18, 2011 By Edgar John Reynolds Assistant Director Securities and Exchange Commission Washington DC 20549 Re: Super Light, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 5, 2011 File No. 333-174435 Dear Mr. Reynolds: Super Light, Inc. (“SLI”) acknowledges receipt of the letter date

August 18, 2011 S-1/A

As filed with the Securities and Exchange Commission on August 18, 2011 Registration No. 333-174435 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No.2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPER LIG

As filed with the Securities and Exchange Commission on August 18, 2011 An Exhibit List can be found on page 42.

July 5, 2011 S-1/A

As filed with the Securities and Exchange Commission on July 5, 2011 Registration No. 333-174435 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPER LIGHT

As filed with the Securities and Exchange Commission on July 5, 2011 An Exhibit List can be found on page 42.

July 5, 2011 CORRESP

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Phone: +972-54-659-6370 Fax: 972-77-4246487

Super Light, Inc. 23A HaMe’eri St. Givatayim, 53332 Israel Phone: +972-54-659-6370 Fax: 972-77-4246487 July 5, 2011 By Edgar John Reynolds Assistant Director Securities and Exchange Commission Washington DC 20549 Re: Super Light, Inc. Registration Statement on Form S-1 Filed May 23, 2011 File No. 333-174435 Dear Mr. Reynolds: Super Light, Inc. (“SLI”) acknowledges receipt of the letter dated June

May 23, 2011 EX-3.2

B Y - L A W S SUPER LIGHT INC. ARTICLE I OFFICES AND BRANCHES

B Y - L A W S OF SUPER LIGHT INC. ARTICLE I OFFICES AND BRANCHES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be located at the principal place of business in said state of the corporation or individual acting as the Corporation's registered agent. SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or without the

May 23, 2011 S-1

As filed with the Securities and Exchange Commission on May 23, 2011 Registration No. _____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPER LIGHT INC. (Exact nam

As filed with the Securities and Exchange Commission on May 23, 2011 An Exhibit List can be found on page 42.

May 23, 2011 EX-3.1

CERTIFICATE OF INCORPORATION SUPERLIGHT INC. ARTICLE I

CERTIFICATE OF INCORPORATION OF SUPERLIGHT INC. ARTICLE I The name of this corporation shall be SUPERLIGHT INC. ARTICLE II The corporation’s registered office in the state of Delaware is located at 615 South DuPont Highway, Dover, Delaware 19901, County of Kent and its registered agent at such address in NATIONAL CORPORATE RESEARCH, LTD. ARTICLE III The purpose or purposes of the Corporation is to

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