January 29, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-5010
Attn: Anne Nguyen Parker
| | Re: | Be Active Holdings, Inc. |
Form 8-K
Filed January 15, 2013
File No. 333-174435
Dear Ms. Parker:
We are counsel to Be Active Holdings, Inc. (the “Company”). We hereby submit, on behalf of the Company, a response to comments by the staff of the Securities and Exchange Commission (the “Staff”) in its letter dated January 24, 2013 (the “Comment Letter”) relating to the Company’s Form 8-K filed on January 15, 2013 (the “Form 8-K”). Set forth below are the Company’s responses to the Staff’s comments and are filed in conjunction with Amendment No.1 to the Form 8-K (the “Amended 8-K”). For convenience of the Staff, the numbered paragraphs below correspond to the numbered paragraphs contained in the Comment Letter.
Item 2.01
The Merger, page 4
| | 1. | It appears that there may be a change in independent accountant associated with the reverse merger and recapitalization described in your filing. If applicable, please revise to comply with Item 4.01 of Form 8-K and provide all of the disclosures required by Item 304 of Regulation S-K. |
Response:
The Company intends to file a separate Current Report on Form 8-K with Item 4.01 disclosures within the prescribed period. As of the date of the Form 8-K filed on January 15, 2013, the Company did not have a change in its independent accountant associated with the reverse merger described in such filing and therefore, no required disclosure was triggered.
Exhibit 99.1
| | 2. | Please amend your filing to include audited financial statements as of and for the fiscal years ended December 31, 2011 and 2010 including a report from your independent registered public accounting firm covering the financial statements for these periods to comply with Rule 8-02 of Regulation S-X. |
Response:
The Company included in the Amended 8-K a revised Exhibit 99.1 with a revised audit report referencing the correct dates of the financial statements.
Exhibit 99.3
| | 3. | Please revise your pro forma financial statements to comply with Rule 8-05 of Regulation S-X. In this regard, it appears that you should provide pro forma statements of operations for the fiscal year ended December 31, 2011 and the interim period ended September 30, 2012 and a pro forma balance sheet as of September 30, 2012. |
Response:
The Company included in the Amended 8-K a revised Exhibit 99.3, which exhibit included pro forma statements of operations for the fiscal year ended December 31, 2011 and the interim period ended September 30 , 2012 and a pro forma balance sheet as of September 30, 2012.
Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at (212) 930-9700.
Very Truly Yours,
/s/ Jay Yamamoto for
___________________
Harvey Kesner
