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mad72

11/01/13 6:41 AM

#4601 RE: billyhill #4600

here the whole article, looks like a capital increase from


Form 8-K for BE ACTIVE HOLDINGS, INC.

31-Oct-2013

Material Modification to Rights of Security Holders, Amendments to Artic


Item 3.03 Material Modification to Rights of Security Holders.

On October 25, 2013, the Board of Directors (the "Board") of Be Active Holdings, Inc. (the "Company") voted to approve amending the previously filed Certificate of Designation for its shares of Series B Convertible Preferred Stock (the "Series B Shares") to extend the date on which the Series B Shares would automatically convert into such number of fully paid and non-assessable shares of Common Stock as shall cause the holder to own, along with any other securities of the Company beneficially owned on the conversation date by them, 13.334% of the issued and outstanding Common Stock of the Company, from the date six months from the date of issuance of such Series B Shares to such date twelve months from the date of issuance of such Series B Shares (the "Amendment").

Also on October 25, 2013, all of the holders of the Company's Series B Shares voted unanimously to approve the Amendment. Accordingly, the Company filed an amendment to the Certificate of Designation of the Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware representing the Amendment, which is attached hereto as Exhibit 10.1.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in Item 3.03 is hereby incorporated herein by reference.



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

10.1 Amendment to Series B Convertible Preferred Stock Certificate of Designation