Statement of Ownership (sc 13g)

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 Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Michael Brauser
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)
	(b)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   33,333,334  (1)
		6	SHARED VOTING POWER   0
		7	SOLE DISPOSITIVE POWER 33,333,334 (1)
		8	SHARED DISPOSITIVE POWER   0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   33,333,334
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     ­­­6.82% (2)
12	TYPE OF REPORTING PERSON     IN - Individual

(1) Includes 13,333,334 shares held by Birchtree Capital, LLC ("Birchtree"), of which Michael Brauser is the Manager.

(2) Based on 488,742,778 shares outstanding as of April 15, 2015.

 

 

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Item 1.

(a)	Name of Issuer: Be Active Holdings, Inc.

(b)	Address of Issuer’s Principal Executive Offices: 1010 Northern Blvd., Great Neck, New York 11021

Item 2.

(a)	Name of Person Filing: The statement is filed on behalf of Michael Brauser

(b)	Address of Principal Business Office or, if none, Residence: 4400 Biscayne Blvd., Suite 850, Miami, FL 33137

(c)	Citizenship: United States of America

(d)	Title of Class of Securities: Common Stock

(e)	CUSIP Number: 073301103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

 

Item 4.

Ownership.

(a) Amount beneficially owned: 33,333,334

(b) Percent of class: 6.82% (1)

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 33,333,334 (2)

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 33,333,334 (2)

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

(1) Based on 488,742,778 shares outstanding as of April 15, 2015.

     (2) Includes 13,333,334 shares held by Birchtree Capital, LLC ("Birchtree"), of which Michael Brauser is the Manager.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 21, 2015

 

		By:	/s/ Michael Brauser
			Michael Brauser