Current Report Filing (8-k)

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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 incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1010 Northern Boulevard

Great Neck, NY 11021

(Address of Principal Executive Offices)

[phone]

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 5.03

Amendments to Articles of Incorporation or Bylaws

Effective March 25, 2015, the Board of Directors of Be Active Holdings, Inc. (the “Company”) amended its Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of common stock to Seven Hundred Fifty Million (750,000,000), par value $0.0001 per share.  The Charter is filed as an exhibit to this Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

 

            (d)           Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation, dated March 25, 2015.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: March 30, 2015

 

	BE ACTIVE HOLDINGS, INC.
	By:	/s/ Saverio Pugliese
		Name:  Saverio Pugliese
		Title:    President

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 to a unanimous written consent of the Board duly adopted resolutions approving an amendment to the Amended and Restated Certificate of Incorporation and declared said amendment to be advisable. The proposed amendment is as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves an amendment to the Certificate of Incorporation increasing the shares of authorized common stock to 750,000,000 shares of common stock by amending the Charter as follows (the “Charter Amendment”):

Subsection A of Article Fifth shall be deleted and substitute in lieu of said subsection of Article Fifth the following new subsection:

FIFTH:

A.  Classes and Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is Nine Hundred Million (900,000,000).  The classes and aggregate number of shares of each class which the Corporation shall have authority to issue are as follows:

1.             Seven Hundred Fifty Million (750,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”); and

2.             One Hundred Fifty Million (150,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a duly authorized officer as of the date first written above.

 

 

BE ACTIVE HOLDINGS, INC.

 

By: /s/ Saverio Pugliese

Name: Saverio Pugliese

Title:   President