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, Inc.


(Exact name of registrant as specified in its charter)





Delaware

68-0678429(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





1010 Northern Blvd.,

Great Neck, NY

11021(Address of principal executive offices)

(Zip Code)





(212) 736-2310


(Registrant’s telephone number, including area code)





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





Indicate by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes [X]   No [   ]





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





Large accelerated filer
[   ]

Accelerated filer
[   ]Non-accelerated filer
[   ]

Smaller reporting company
[X]





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





As of August 13, 2014, there were 240,603,745 shares of common stock issued and outstanding.





EXPLANATORY NOTE





This Amendment No. 1 on Form 10-Q (the “Amendment”) amends the Quarterly Report on Form 10-Q of BeActive Holdings, Inc. (the “Company”) for the quarter ended June 30, 2014, originally filed with the Securities and Exchange Commission (“SEC”) on August 13, 2014 (the “Original Filing”). The sole purpose of this Amendment is to attach Exhibit 3.1, the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on August 12, 2014, which was inadvertently omitted from the Original Filing.





This Amendment No. 1 speaks as of the original filing date of the Original 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original 10-Q.





In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, Section 302 certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.









PART II - OTHER INFORMATION


Item 6.  Exhibits





Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.





Exhibit No.

Title of Document3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Be Active Holdings, Inc.31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002










SIGNATURES





In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Be Active Holdings, Inc.August 14, 2014
/s/    Saverio PuglieseBy:   Saverio PuglieseIts:   President and Director (Principal Executive Officer)August 14, 2014
/s/    David WolfsonBy:   David WolfsonIts:   Chief Financial Officer (Principal Financial and Accounting Officer)