Be Active (JALA) 8-K/A 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 incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1010 Northern Blvd., Great Neck, NY		11021
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-736-2310

(Former name or former address, if changed since last report)

Copies to:

Harvey J. Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

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:

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

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

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

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

Explanatory Note

The purpose of this amendment on Form 8-K/A (the “Amendment”) to Be Active Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9,2013 (the “Form 8-K”), is to revise our disclosures in response to comments received from the Staff of the Securities and Exchange Commission.  Accordingly, the Company’s disclosures with regards to reports issued by Weinberg & Baer LLC has been expanded.

No other changes have been made to the Form 8-K filed on May 9, 2013. This Amendment speaks as of the original filing date of the Form 8-K, 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 Form 8-K.

Item 4.01 Change in Registrant’s Certifying Accountant

On May 8, 2013, the Board of Directors (the “Board”) of Be Active Holdings, Inc. (the “Company”) approved the dismissal of Weinberg & Baer LLC (“W&B”) as the Company’s independent registered public accounting firm.

W&B had previously served as the Company’s independent registered public accounting firm until January 23, 2013 and issued reports on the Company’s financial statements for the years ended December 31, 2012 and 2011. W&B’s audit report for the years ended December 31, 2012 and 2011 stated that several factors raised substantial doubt about the Company’s ability to continue as a going concern and that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

During the fiscal years ended December 31, 2012 and 2011, the interim period through January 23, 2013 and the period beginning April 3, 2013 (the date W&B was re-appointed as the Company’s public accounting firm) through May 8, 2013, (i) there were no disagreements between the Company and W&B on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of W&B, would have caused W&B to make reference to the subject matter of the disagreements in connection with its reports on the Company's financial statements; and (ii) there were no reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K.

On May 15, 2013, the Company provided W&B with a copy of the disclosures it is making in response to Item 4.01 on this Form 8-K, and has requested that W&B furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of the letter, dated May 17, 2013, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

On May 8, 2013, the Company engaged Cornick Garber Sandler LLP (“CGS”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2013. The change in the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on May 8, 2013.

During the period beginning April 3, 2013 and ending May 8, 2013, the Company did not consult with CGS regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event identified in response to (a)(1)(v) of Item 304 of Regulation S-K.

CGS has previously served as the Company’s independent registered public accounting firm, beginning on January 23, 2013 and ending on April 3, 2013, however, during this time CGS did not issue any reports regarding any of the Company’s financial statements.

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
16.1	Letter re change in certifying accountant from Weinberg & Baer LLC

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:  May 17, 2013

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