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EX-32.1 - Be Active Holdings, Inc.ex32-1.htm
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EX-31.2 - Be Active Holdings, Inc.ex31-2.htm
EX-32.2 - Be Active Holdings, Inc.ex32-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
 
 
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

 
[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

333-174435
(Commission file number)

Be Active Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
68-0678429
(State or other jurisdiction of incorporation or organization)   
 
(IRS Employer Identification No.)

1010 Northern Blvd.
Great Neck, NY 11021
212-736-2310
(Address and telephone number of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [_]     No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes[_]    No [X]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. Yes [X]     No [_]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definitions of “large accelerated filer,““accelerated filer,“ and “smaller reporting company“ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 
 [   ]
Accelerated filer
 [   ]
Non-accelerated filer
(Do not check if a smaller reporting company)  
 [   ]
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]

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2015, was $953,672.

As of March 29, 2016, there were 2,558,680 shares of common stock outstanding.
 
 
 


 
 

Be Active Holdings, Inc.

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FORWARD LOOKING STATEMENTS
 
This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis or Plan of Operation) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 
-1-


PART I.
 
Item 1.  Description of Business

Overview

Corporate History

Be Active Holdings, Inc. f/k/a Superlight, Inc. (“we“ or the “Company“) was incorporated as a Delaware corporation on December 27, 2007.  On January 9, 2013, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement“) with Be Active Brands, Inc., a privately held Delaware corporation (“Be Active“), and Be Active Acquisition Corp., the Company’s newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub“). Upon closing of the transaction contemplated under the Merger Agreement (the “Merger“), Acquisition Sub merged with and into Be Active, and Be Active, as the surviving corporation, became a wholly-owned subsidiary of the Company.

Be Active was organized under the laws of the State of Delaware on March 10, 2009.  
 
Our Business

We manufacture and sell low fat, low calorie, all natural probiotic enriched frozen yogurt and ice cream under the trade name "Jala" and have trademarked our Jala cow logo. Our frozen yogurt is packaged as low fat sandwiches and bars, which are designed to appeal to the health conscious or weight conscious consumer.

Following inception, we commenced the manufacturing and sale of our frozen yogurt and ice cream products in the New York metropolitan area during 2009. Distribution of our products has grown from a limited number of outlets in the New York metropolitan area to over 6 supermarket chains and other retail outlets located in 6 states but has been limited as a result of a lack of capital. Our products are distributed principally through warehouse distribution and a local distribution company. We manufacture our product under a co-packing agreement with an ice cream manufacturer located in Lakewood, New Jersey.

We had net sales of $25,277 in 2015 and ($128,995) in 2014. We do not currently have sufficient capital to operate our business, and, we will require additional funding in the future to sustain our operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business.
  
Corporate Overview and Financings

On January 9, 2013, we entered into the Merger Agreement with Be Active and Acquisition Sub.  Upon closing of the transaction contemplated under the Merger Agreement, Be Active Acquisition Corp. merged with and into Be Active, and Be Active, as the surviving corporation, became our wholly-owned subsidiary.

Pursuant to the terms and conditions of the Merger Agreement:
 
All issued and outstanding shares of Be Active’s Class A and Class B common stock were converted into the right to receive an aggregate of 29,502 shares of our common stock. Under the terms of the Merger Agreement, holders of Be Active’s Class A and Class B common stock were treated equally as it relates to consideration paid in connection with the Merger.
 
On April 25, 2013, we entered into subscription agreements with certain accredited investors whereby we sold an aggregate of 28,333 units with gross proceeds to us of $850,000 (the “April Private Placement“). Each unit was sold for a purchase price of $30.00 per unit and consisted of: (i) one share of our common stock (or at the election of the investor who would, as a result of the purchase of the units, hold in excess of 5% of our issued and outstanding common stock, one share of Series A Convertible Preferred Stock, which is convertible into shares of our common stock on a one for one basis) and (ii) a three-year warrant to purchase one share of common stock at an exercise price of $50.00 per share. The sale of units includes the conversion of certain outstanding amounts for unpaid fees and expenses into units at a per unit offering price totaling $62,500.
 
In connection with the April Private Placement, the Company was required to issue to the investors in the January Private Placement additional shares of common stock (or, at the election of such investor in the January Private Placement who would, as a result of such issuance, become the holder of in excess of 5% of the Company’s issued and outstanding common stock, shares of Series A Convertible Preferred Stock), in connection with certain anti-dilution protection provided to such investors under the terms of the January Private Placement. As a result of the foregoing, the Company issued an aggregate of an additional (a) 3,789 shares of common stock (b) 19,191 shares of Series A Convertible Preferred Stock and (c) warrants to purchase an additional 22,980, shares of common stock at an exercise price of $30.00 per share. Furthermore, the exercise price of the warrants issued in the January Private Placement was reduced to a per share exercise price of $30.00.
 
 
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In connection with the April Private Placement, management determined that it was in the best interest of its shareholders to issue additional shares of common stock to certain original investors of Be Active, who, as a result of the Merger, became shareholders of the Company. As a result, the Company issued an aggregate of 23,055 shares of common stock to certain former shareholders of Be Active as a result of the significant dilution such shareholders experienced as a result of the April Private Placement. In consideration for such issuance, the shareholders released the Company from actions relating to the Company’s reverse merger and various financings as well as from any rights under that certain Agreement of Shareholders of Be Active Brands, Inc. dated as of January 26, 2011.
 
Additionally, on April 26, 2013, the Company designated four (4) shares pre-split of preferred stock, par value $0.0001 per share as Series B Convertible Preferred Stock and issued one share of Series B Convertible Preferred Stock to each of the Company’s three members of management, Saverio Pugliese, David Wolfson and Joseph Rienzi. Each share of Series B Convertible Preferred Stock was entitled to such number of votes on all matters submitted to shareholders that is equal to (i) the product of (a) the number of shares of Series B Convertible Preferred Stock held by such holder, (b) the number of issued and outstanding shares of the Company’s common stock (taking into account the effective outstanding voting rights of the Series B Convertible Preferred Stock), as of the record date for the vote and (c) 0.13334 less (ii) the number of shares of common stock beneficially held by such holder on such date. Additionally, on the six month anniversary date of the date of issuance of the Series B Convertible Preferred Stock, each outstanding share of Series B Convertible Preferred Stock was to automatically, and without further action on the part of the holder, 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, calculated on the conversion date.
 
On October 25, 2013, the Company amended and restated the Certificate of Designation for Series B Convertible Preferred Stock 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, from the date six months from the date of issuance (October 26, 2013) to the twelfth month anniversary of the date of issuance of the shares of Series B Preferred Stock (April 26, 2014) which on April 22, 2014, was further extended to an indefinite date. The Company previously recorded the three (3) shares of Series B Convertible Preferred Stock as stock-based compensation using the then current estimate of the number of shares that would convert to shares of common stock of the Company based on the shares outstanding and current price per share at each balance sheet date. As of December 31, 2014, the Company recalculated the estimated shares issuable to be 216,670 and recorded stock-based compensation of $2,166,707 for the year then ended. The estimate was based on the current common shares outstanding at December 31, 2014, a stock price of $10.00 per share, and was subject to adjustment based on any additional common shares issued.
 
On March 2, 2015, the Series B Convertible Preferred Stock which was then outstanding was cancelled and as a result, the Company’s obligation to issue any common shares in connection therewith ended. The Company has accounted for the cancellation of the Series B and issuance of the Series D preferred stock as an extinguishment. Accordingly, for the year ended December 31, 2015, the Company recorded an aggregate gain of $3,420,804 within stockholders’ deficit equal to the difference between the $667,664 fair value of the Series D preferred stock and the $4,088,468 carrying amount of the Series B preferred stock extinguished. The gain on extinguishment is reflected in the calculation of net income attributable to common stockholders.
 
Recent Developments
 
The financial statements reflect a 1 for 1,000 reverse stock split of all outstanding common and preferred stock, which was effective immediately prior to the completion of the December 2015 Securities Purchase Agreement.  All share and per share data reported and disclosed in the accompanying financial statements have been retroactively adjusted to give effect to the reverse stock split.
 
On February 4, 2014, the shareholders representing a majority of the then outstanding shares of capital stock of the Company voted and approved and permitted to the Company to increase the number of authorized shares of our common stock, par value $0.0001, from 400,000,000 to 525,000,000. On March 12, 2015, the holders representing a majority of the then outstanding shares of capital stock of the Company voted and approved and permitted the Company to increase the number of authorized shares of the Company’s common stock from 525,000,000 to 750,000,000, effective upon filing an amended Certificate of Incorporation with the State of Delaware representing the amendment.
 
On September 21, 2015, the holders representing a majority of the then outstanding shares of capital stock of the Company voted and approved and permitted the Company to increase the number of authorized shares of the Company’s common stock from 750,000,000 to 3,000,000,000, effective upon filing an amended Certificate of Incorporation with the State of Delaware representing the amendment.
 
On, March 2, 2015, the Board of Directors of the Company designated and authorized to issue 3,000,000 shares of the Company’s authorized Preferred Stock, par value $0.0001 per share, as Series D Convertible Preferred Stock. Each holder of the Series D Preferred Stock (“Series D“) shall have the number of votes on all matters submitted to the stockholders that is equal to the greater of one hundred votes for each one share of Series D and such number of votes per share of Series D that when added to the votes per shares of all other shares of Series D shall equal 50.1% of the outstanding voting record. The Series D preferred stock are convertible into common stock in an amount equal to one share of the Company’s common stock for each one share of Series D preferred stock. On March 9, 2015, the Company granted as compensation 1,000 shares of the Series D preferred stock to each of three officers of the Company to be recorded at the fair value at the date of issuance.

 
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On February 18, 2014, we filed a Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock authorizing the issuance of up to 26,667 shares of Series C Convertible Preferred Stock.
 
Concurrently, on February 18, 2014 we sold an aggregate of 33,333 shares of common stock, 26,667 shares of Series C Convertible Preferred Stock, (the “Shares“) and five year warrants to purchase up to an aggregate of 59,999 shares of common stock at an exercise price of $30.00 per share (the “February Warrants“) with gross proceeds to the Company of $1,799,999.99 (the “February Private Placements“) to the February Investors pursuant to a subscription agreement (the “February Subscription Agreement“). Each Share was sold for a purchase price of $30.00 per Share. February Investors, who would, as a result of the purchase of shares of common stock, hold in excess of 5% of the Company’s issued and outstanding common stock, were afforded the opportunity to elect to receive shares of Series C Convertible Preferred Stock. Until the earlier of (i) three years from the closing of the February Private Placement or (ii) such time as no February Investor holds any Shares, Warrants, or shares of common stock underlying Warrants or underlying the Series C Convertible Preferred Stock, in the event we issue or sell common stock or common stock equivalents at a per share price equal to less than $30.00 share, as adjusted, we agreed to issue additional Shares such that the aggregate purchase price paid by such February Investor shall equal such lower price issuance, subject to certain customary exceptions.
 
Each share of Series C Convertible Preferred Stock is convertible, at the option of the holder at any time, into 100 shares of common stock and has a stated value of $0.0001 per share. The conversion ratio of the Series C Convertible Preferred Stock is subject to adjustment in the case of stock splits, stock dividends, combination of shares and similar recapitalization transactions.
 
The Warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.30 share, subject to adjustment upon the occurrence of certain events such as lower priced issuances, stock splits and dividends.
 
In connection with the February Private Placement, we granted the February Investors “piggy-back“ registration rights. Additionally, February Investors are entitled to a right of participation in future financings conducted by the Company for a period of 24 months.
 
On December 31, 2014, the Company entered into a Securities Purchase Agreement (“Agreement“) with certain accredited investors to sell to the Purchasers an aggregate of up to $500,000 of principal amount of notes due December 31, 2015 representing the Purchasers’ subscription amount. The Agreement defines certain covenants and provides for a purchase price reset for a period of three years, unless the securities have been assigned, whereby should the Company issue or sell any shares of common stock or any common stock equivalents at a price less than the Purchasers’ conversion price per share, the Company will be required to issue additional shares of common stock to the Purchasers for no additional consideration resulting in a share dilution adjustment, as defined. The Agreement also provides a Most Favored Nations Provision whereby if the Company issues or sells any common stock at terms more favorable within three years, then the Company will be required to amend the Agreement to provide such favorable terms to the Purchasers. The Company paid $33,000 in legal and escrow agent fees, a placement agency fee of $20,000 in the form of a note payable, substantially similar to the Purchasers’ notes and issued 64,000 shares of its common stock valued at $640,000 and $20,000 as due diligence fees, all of which have been recorded as debt issue costs on the accompanying consolidated financial statements and is being charged to operations over the twelve months ended December 31, 2015 or the date of conversion, if earlier.  The Company recorded amortization expense of $713,000 and $0 on the debt issuance costs during the years ended December 31, 2015 and 2014, respectively. At December 31, 2015 the maturity date of the notes were extended to December 31, 2016.
 
Under the Agreement, the Company sold an aggregate of $425,000 in Secured Convertible Notes (“Notes“) and an additional $20,000 Note for placement fees. The Company fulfilled its obligations as defined by certain equity requirements, therefore the Notes will be convertible into shares of the Company’s common stock at the option of the Company. Since the equity obligations were met during 2015, the Notes accrued interest at 10%, per annum through June 2015. The original conversion price on the Note was $6.00 and has subsequently reduced to $0.30 at December 31, 2015.
 
Each Holder of the Notes has been granted a security interest in assets of the Company in accordance with a Security Agreement. The Security Agreement provides the Collateral Agent a security interest in all goods, machinery, equipment, contract rights and intangibles in the event of a default under the Agreement.
 
In connection with the transaction, and under its anti-dilution provisions of the February 2014 private placement the Company issued an aggregate of 160,093, shares of common stock and 13,333 warrants to purchase common shares at $6.00 per share to existing shareholders holding securities purchased in that offering. This reflects the post-split adjustment to shares issued and the price per share. The face value the 13,333 warrants issued in 2014 were valued at $122,807 using the Black Scholes Pricing model and was reflected as a change in the derivative liability in the 2014 statement of operations.
 
On September 21, 2015, the Company entered into a Securities Purchase Agreement (“Sept 2015 Agreement“) with certain accredited investors to sell to the Purchasers an aggregate of up to $250,000 of principal amount of notes due September 30, 2016, representing the Purchasers’ subscription amount. The new offering is substantially the same terms and conditions as the December 2014 Notes. In connection with the new offering, the Company issued allonges to the December 2014 Notes increasing the principal amount of the Notes ("Allonges") pursuant to the terms of the new offering with such Allonges having a maturity date of September 30, 2016 and a conversion price equal to $1.00 per share (subject to further reduction), at September 21, 2015. The conversion price was reduced to $0.30 at December 31, 2015 as a result of a subsequent financing.
 
 
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The September 2015 Agreement defines certain covenants and provides for a purchase price reset for a period of three years, unless the securities have been assigned, whereby should the Company issue or sell any shares of common stock or any common stock equivalents at a price less than the Purchasers’ conversion price per share, the Company will be required to issue additional shares of common stock to the Purchasers for no additional consideration resulting in a share dilution adjustment, as defined. The September 2015 Agreement also provides a Most Favored Nations Provision whereby if the Company issues or sells any common stock at terms more favorable within three years, then the Company will be required to amend the September 2015 Agreement to provide such favorable terms to the Purchasers. The Company paid $12,500 in legal fees, a placement agency fee of $25,000 in the form of a note payable, substantially similar to the Purchasers’ notes, all of which was recorded as debt issuance costs on the accompanying condensed consolidated financial statements and will be charged to operations over the twelve months ended September 30, 2016 or to the date of conversion, if earlier.
 
Under the September 2015 Agreement, the Company sold an aggregate of $250,000 in Secured Convertible Notes and issued an additional $25,000 Note for placement fees. Once the Company has fulfilled its obligations as defined by certain equity requirements, the Notes will be convertible into shares of the Company’s common stock at the option of the Company. Until the equity obligations are met, the Notes bear interest at 10%, per annum. Interest will be earned at a rate of 10% for the twelve months ending September 30, 2016 or to the date of conversion, whichever is earlier. The conversion price for the Note and accrued interest was equal to $1.00 per share at September 21, 2015, subject to adjustments as stock dividends and stock splits, as defined. At December 31, 2015 the conversion price was reduced to $0.30.
 
Each Holder of the Notes has been granted a security interest in assets of the Company in accordance with a Security Agreement. The Security Agreement provides the Collateral Agent a security interest in all goods, machinery, equipment, contract rights and intangibles in the event of a default under the Agreement.
 
On December 31, 2015, the Company entered into a Securities Purchase Agreement (“December 2015 Agreement“) with certain accredited investors to sell to the Purchasers an aggregate of up to $500,000 of principal amount of notes due December 31 2016, representing the Purchasers’ subscription amount. The new offering is substantially the same terms and conditions as the December 2014 Notes.
 
The December 2015 Agreement defines certain covenants and provides for a purchase price reset for a period of three years, unless the securities have been assigned, whereby should the Company issue or sell any shares of common stock or any common stock equivalents at a price less than the Purchasers’ conversion price per share, the Company will be required to issue additional shares of common stock to the Purchasers for no additional consideration resulting in a share dilution adjustment, as defined. The December 2015 Agreement also provides a Most Favored Nations Provision whereby if the Company issues or sells any common stock at terms more favorable within three years, then the Company will be required to amend the December 2015 Agreement to provide such favorable terms to the Purchasers. The Company paid $18,000 in legal fees, a placement agency fee of $50,000 in the form of a note payable, with substantially similar to the Purchasers’ notes, all of which was recorded as debt issuance costs on the accompanying condensed consolidated financial statements and will be charged to operations over the twelve months ended December 31, 2016 or to the date of conversion, if earlier.
 
Under the December 2015 Agreement, the Company sold an aggregate of $500,000 in Secured Convertible Notes (“Notes“) and issued an additional $50,000 Note for placement fees. Once the Company has fulfilled its obligations as defined by certain equity requirements, the Notes will be convertible into shares of the Company’s common stock at the option of the Company. Until the equity obligations are met, the Notes bear interest at 10%, per annum. Interest will be earned at a rate of 10% for the twelve months ending December 31, 2016 or to the date of conversion, whichever is earlier. The conversion price for the Note and accrued interest is equal to $0.30 per share, subject to adjustments as stock dividends and stock splits, as defined.
 
Each Holder of the Notes has been granted a security interest in assets of the Company in accordance with a Security Agreement. The Security Agreement provides the Collateral Agent a security interest in all goods, machinery, equipment, contract rights and intangibles in the event of a default under the Agreement.
 
In connection with the September 2015 and December 2015 Agreements and under the anti-dilution provisions of the December 2014 private placement the Company is required to issue an aggregate of 2,611,003 shares, of common stock to existing stockholders holding securities purchased in that offering, of which 1,249,569 were issued as of December 31, 2015.
 
 
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Jala Products.

We produce high quality, low fat, low calorie, all natural novelty frozen yogurt and ice cream products. Our proprietary frozen yogurt and ice cream products are all fat-free and are a result of its proprietary recipe and the quality of the ingredients in the mix. The low fat, frozen yogurt bars, our original product, remains our flagship product comprising approximately 45% of total gross sales during the year ended December 31, 2015, or $138,321 and 60% of total sales during the year ended December 31, 2014, or $45,276.   Jala bars provide consumers with beneficial antioxidants and bacteria flora. Each bar contains approximately 10% of the recommended daily allowance for calcium and about one third of the recommended daily allowances of vitamins A, C and E with only 110 calories. Jala products are made with naturally fermented yogurt using Streptococcus thermophilus and Lactobacillus bulgaricus yogurt cultures with the addition of Lactobacillus acidophilus and Lactobacillus debrueckii bulgaricus bacteria which are clinically shown to promote a healthy digestive system. The frozen yogurt sandwich, introduced in March 2011, consists of two low fat chocolate cookies that complement the frozen yogurt. In 2012, we added a Greek formula to the line and introduced Jala Low Fat Greek Frozen Yogurt.  The frozen yogurt sandwich contains 2.5 grams of fat per serving. The fat content of the sandwiches is contained in the cookies. Our products are sold under the Jala trade name. Our products had been available in more than 2,000 stores principally throughout the New England, and the Northeast regions.
 
We promote brand recognition by packaging our products in a unique and distinctive manner. Each package prominently displays the Jala trade name. The Greek frozen yogurt sandwiches are packaged in clear plastic sealed trays in packages of four. The trays are shrink-wrapped in a clear polywrap for freshness and product protection. Flavor combinations are: vanilla/chocolate and vanilla. In 2016, we plan on introducing a new flavor to the line of the Greek frozen yogurt sandwiches. The bars contain four individually wrapped bars per box. Bar flavor combinations are vanilla blueberry, vanilla strawberry and a fudge bar.

Markets.

We participate in the ice cream market which is part of a broader frozen dessert market. Our Greek frozen yogurt sandwich and bars are considered novelty ice cream products. Novelty items are separately packaged single servings of a frozen dessert that may or may not contain dairy ingredients. The Food and Drug Administration, which regulates the standards for many foods, has set labeling requirements concerning fat content in ice cream and frozen yogurt. Based upon these requirements, our frozen yogurt sandwich falls within the "low fat" ice cream category, while the bar is a "reduced fat" product. Low fat ice cream contains a maximum of three grams of fat per serving. Reduced fat ice cream contains at least 25% less total fat than the original full fat product (either an average of leading brands, or the company's own brand).
 
Sales and Distribution.

We sell our products principally to supermarkets, and to a lesser extent to convenience and other foods stores. Distribution is made through warehouse facilities and commissioned food brokers. Through a 2010 agreement, we have a preferred vendor status with C&S Wholesale Grocers, pursuant to which we pay a monthly fee (based on gross sales) in exchange for allowing us to leverage off of its warehouses, inventory control and billing systems and promotional and advertising campaigns over most of the Northeast Region. We market our products principally through in-store advertising and promotions.  Due to a lack of capital, we reduced our distribution to only the Northeast and New England areas. For the years ended December 31, 2015 and 2014 sales to one customer accounted for approximately 85% of our sales and 50% of our sales, respectively.  

We believe our business generally experiences highest volumes during the winter and spring months and lowest volumes during the late summer and fall months.

We generally enter a new market with three flavors of our bars and two flavors of our frozen yogurt sandwich. Thereafter, dependent upon the level of sales from the introduced product and available cash for slotting fees, additional products may be introduced to the existing market. We have experienced strong product demand and loyalty in each geographical market that we have entered. We believe that product demand is generated principally by our unique product packaging and in store promotions. We also believe that our proprietary mix, which delivers a rich and creamy taste with little fat content, creates strong customer loyalty.

Advertising and marketing generally has been in the form of coupons or advertisements in supermarket flyers.
 
We attract new markets through the independent efforts of our principal officers. In each new market, we generally will be required to pay slotting fees to the supermarket for shelf space. These fees are common in most segments of the food industry and vary from chain to chain. Supermarket chains generally are reluctant to give up shelf space to new products when existing products are performing.  During the year ended December 31, 2015, we paid $210,400 in slotting fees and during the year ended December 31, 2014, we paid $173,000 slotting fees, which when netted against gross sales, gave us a negative net sales in 2014. Consequently, our expansion into new markets, if any, may be constrained by cash available to pay for slotting fees.  
 
 
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Manufacturing Process.
Our frozen yogurt sandwiches and bars are manufactured through a co-packing arrangement with Mr. Cookie Face, Inc., of Lakewood, New Jersey.  For quality assurance purposes, our products are tested by the manufacturer at each production run. We believe that the manufacturer's capacity will meet our projected production requirements for the foreseeable future.  Our arrangements with the manufacturer is not exclusive, and we believe that we could use other manufacturers if necessary or advantageous. Under our contract, we pay the manufacturer a fixed fee per case for manufacturing and packing the product. We may cancel the agreement on 30 days’ notice at any time. We purchase some of our raw materials and packaging supplies from single sources; however, we believe that alternate supply sources are available throughout the country at competitive prices. We have not experienced shortages in the procurement of raw materials or packaging.

During years ending December 31, 2015 and 2014, we did not expend any amounts on research and development costs.

Regulation.

We are subject to regulation by various governmental agencies, including the U.S. Food and Drug Administration and the U.S. Department of Agriculture. Our manufacturer must comply with federal and local environmental laws and regulations relating to air quality, waste management and other related land use matters. The FDA also regulates finished products by requiring disclosure of ingredients and nutritional information. The FDA can audit us or our manufacturer to determine the accuracy of our disclosure. State laws may also impose additional health and cleanliness regulations on our manufacturers.

We believe that we and our manufacturer are currently in compliance with these laws and regulations and have passed all regulatory inspections necessary for us to sell our product in our current markets. We believe that the cost of compliance with applicable governmental laws and regulations is not materially adverse to our business.

Competition.

Our business is highly competitive. Our products compete on the basis of brand image, quality, and breadth of flavor selection, price, and amount of fat content. Most frozen yogurt and ice cream manufacturers, including full line dairies, the major grocery chains and the other independent ice cream processors, are capable of manufacturing and marketing high quality, low fat or reduced fat frozen yogurt and ice creams. Furthermore, there are relatively few barriers to new entrants in the frozen yogurt and ice cream business. Existing competition includes low fat or reduced fat novelty products offered by Ben and Jerry’s, Ciao Bella, Yasso, Stonyfield, as well as "private label" brands produced by or for the major supermarket chains. In addition, we also compete with frozen desserts such as frozen yogurt and sorbet manufactured by Dannon, Healthy Choice and others. Many of these competitive products are manufactured by large national or international food companies, with significantly greater resources than us. We expect strong competition to continue in the form of price, competition for adequate distribution and limited shelf space. However, despite these factors, we believe that the taste and quality of our products and our unique product packaging will enable us to effectively compete in this market.

Product Liability.

We are engaged in a business that could expose us to possible claims for personal injury resulting from contamination of our frozen yogurt and ice cream. While we believe that through regular product testing the quality of our products are carefully monitored, we may be subject to liability due to customer or distributor misuse or storage. We maintain product liability insurance against certain types of claims in amounts which we believe to be adequate. We also maintain an umbrella insurance policy that we believe to be adequate to cover claims made above the limits of our product liability insurance. Although no claims have been made against us or our distributors to date and we believe our current level of insurance to be adequate for our present business operations, there can be no assurances that such claims will not arise in the future or that our policies will be sufficient to pay for such claims.
 
Proprietary Rights.

We own the registered trade name Jala and the trademark Jala cow. In addition, we rely on trade secrets to protect our proprietary mix formulation.

Employees.

As of December 31, 2015, we have 3 full-time employees, who are our Executive Officers. The Company has no collective bargaining agreements with its employees and believes its relations with its employees are good.
 
 
-7-

 
Item 1A.  Risk Factors.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this report before making an investment decision. If any of the possible adverse events described below actually occurs, our business, results of operations or financial condition would likely suffer. In such an event, the market price of our common stock could decline and you could lose all or part of your investment.
 
Risks Relating to Operations

We are a new company with a short operating history and have only lost money.

Be Active was formed in March 2009. Our operating history consists of starting our brands, marketing and distribution of our products. We have only shown a loss of money from operations because of the expenses we have incurred in manufacturing, selling and maintaining the administration of Be Active. There is a strong possibility that we will not be able to sell enough of our products to cover or exceed our expenses.

Since we have a limited operating history, it is difficult for potential investors to evaluate our business.

Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. Since our formation, we have not generated enough revenues to exceed our expenses.  As an early stage company, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business plan. We may not be successful in implementing such plan and cannot guarantee that, if implemented, we will ultimately be able to attain profitability.
 
We will need to obtain additional financing to fund our operations.

We do not currently have enough cash flow to operate our business.  We will therefore need additional capital (i) to pay slotting fees for supermarket shelf space, (ii) to purchase ingredients and packaging supplies for our co-packers, (iii) to pay co-packers for their services, (iv) to cover general and administrative overhead and (v) to repay outstanding debt and pay interest charges on outstanding debt.  Therefore we will be dependent upon additional capital in the form of either debt or equity to continue our operations and expand our products to new markets.  At the present time, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them.  We may not be able to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms.  If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

We depend heavily on key personnel.

We believe our success depends heavily on the continued active participation of our current executive officers.  If we were to lose the services of our executive officers, the loss could have a material adverse effect upon our business, financial condition or results of operations.  In addition, to achieve our plans for future growth we will need to recruit, hire, train and retain other highly qualified technical and managerial personnel.  Competition for qualified employees is intense, and if we cannot attract, retain and motivate these additional employees their absence could have a materially adverse effect on our business, financial condition or results of operations.

We face strong competition from larger and better-capitalized companies.

Our business is very competitive.  Large national or international food companies, with significantly greater resources than we have, manufacture competing products.  We expect to continue experiencing strong competition from these larger companies in the form of price, competition for adequate distribution and limited shelf space.

In addition, these larger competitors may be able to develop and commercialize new products to compete directly against our products, which may render our products obsolete.  If we cannot successfully compete, our marketing and sales will suffer and we may not ever be profitable.

Our products are new and unproven.

We sell our products only in a limited number of stores and the products are therefore relatively unknown.  Initial sales have been strong in stores where we currently have our products, but our products may not be accepted in other markets we will try to reach.

We do not have any patent protection for our intellectual property.

Our intellectual property consists of a proprietary recipe and manufacturing process.  Together, these two elements give us the ability to manufacture foods traditionally high in fat and added sugar without fat or added sugar.  We decided not to seek a patent for this recipe and process, and the time for us to be able to seek patent protection for our process and recipe has passed.  We believe that by treating the recipe and manufacturing process as a trade secret, we will have greater protection than a patent would give us, because a patent would become public knowledge.  As a result, the only legal protection for our intellectual property is protection as a trade secret and our trademarks for our “Jala“ brand.  If our competitors were to learn our trade secrets, or develop their own methods of manufacturing competitive products, we might not be able to become profitable.
 
 
-8-


We may become subject to potential claims for product liability.

Our business could expose us to claims for personal injury from contamination of our products.  We believe that the quality of our products is carefully monitored through regular product testing, but we may be subject to liability as a result of customer or distributor misuse or storage.  The Company maintains product liability insurance against certain types of claims in amounts which it believes to be adequate. The Company also maintains an umbrella insurance policy that it believes to be adequate to cover claims made above the limits of its product liability insurance. Although no claims have been made against the Company or its distributors to date and the Company believes its current level of insurance to be adequate for its present business operations, it is possible that such claims will arise in the future and it is possible that the Company's policies will not be sufficient to pay for such claims.

The costs of complying with government regulations may in the future reduce our profit potential.

Our industry is highly regulated by the Federal government, as well as by State and local governments.  We are subject to regulation at the federal level by the U.S. Food and Drug Administration and the U. S. Department of Agriculture. Manufacturers of our products must also comply with all federal and local environmental laws and regulations relating to air quality, waste management and other related land use matters.  The FDA also regulates finished products by requiring disclosure of ingredients and nutritional information.

State and local laws may impose additional health and cleanliness regulations on our manufacturers.  We believe that presently the cost of complying with all of the applicable Federal, State and local governmental laws and regulations are not material to our business.  However, to the extent that complying with all of the applicable laws and regulations becomes more burdensome, compliance requirements may adversely affect our profitability by increasing our cost of doing business.
 
We must rely on a number of smaller ice cream distributors, rather than large distributors to distribute our products.

We do not presently have any independent capability to distribute our own product, and we do not believe it is feasible to develop our own distribution business.  Consolidation within the ice cream industry has made it more difficult to distribute ice cream products not affiliated with large ice cream distributors.   In addition, in some markets the largest ice cream companies control substantially all of the ice cream distribution to supermarkets.  Therefore, we must work with a number of independent ice cream distributors, rather than a few large distributors, to distribute our products, both regionally and nationally.  Our need to rely upon smaller distributors limits our ability to distribute our products and/or makes that distribution more costly.

One customer has accounted for a substantial portion of our sales, increasing both our dependence on a few revenue sources and the risk that our operations will suffer materially if a significant customer stops ordering from us or substantially reduces its business with us.

Sales to one customer of the Company accounted for approximately 85% for the year ended December 31, 2015.  Sales to one customer of the Company accounted for approximately 50% of sales for the year ended December 31, 2014 and represented 41% of accounts receivable for the year ended December 31, 2014.  While our financial performance benefited from substantial sales to one customer, because of the magnitude of sales to this customer, our results would suffer if we were to lose its business. Additionally, if this customer, or other significant customers, made substantial reductions in orders or stopped paying their invoices when due, our results of operations would suffer unless we were able to replace the orders or collect on the payments due.
 
Increases in prices of commodities needed to manufacture our product could adversely affect profitability.

The ingredients and materials needed to manufacture and package our products are subject to the normal price fluctuations of the commodities markets.  Any increase in the price of those ingredients and materials that cannot be passed along to the consumer will adversely affect our profitability.  Any prolonged or permanent increase in the cost of the raw ingredients to manufacture our products may in the long term make it more difficult for us to earn a profit.

Our business may be affected by factors outside of our control.

Our ability to increase sales, and to profitably distribute and sell our products, is subject to a number of risks, including changes in our business relationships with our principal distributors, competitive risks such as the entrance of additional competitors into our markets, pricing and technological competition, risks associated with the development and marketing of new products in order to remain competitive and risks associated with changing economic conditions and government regulation.
 
 
-9-

 
Difficulties we may encounter managing our growth could adversely affect our results of operations.

We expect that we may experience a period of rapid and substantial growth that may place a strain on our administrative infrastructure. As our business needs expand, we intend to hire additional employees. This expansion may place a significant strain on our managerial and financial resources. To manage the expected growth of our operations and personnel, we will be required to:

improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;
install enhanced management information systems; and
train, motivate and manage our employees.
 
We may not be able to install adequate management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.

Risks Relating to our Organization and our common stock

Exercise of options and warrants and/or conversion of preferred stock will dilute your percentage of ownership.

We have reserved for issuance options to purchase up to an aggregate of 8,550 shares of common stock under our 2013 Equity Incentive Plan.  As of December 31, 2015, we also have warrants to purchase 43,550 shares of our common stock issued and outstanding.  In addition we also have issued and outstanding shares of Series A Convertible Preferred Stock, which are convertible into an aggregate of 11,667 shares of common stock, subject to adjustment based on future issuances of common stock prior to that date and shares of Series C Convertible Preferred Stock, which are convertible into an aggregate of 2,000 shares of common stock.  In addition, we have Secured Convertible Notes in the amounts of $445,000, $275,000 and $550,000, a total of $1,270,000 which is convertible into 4,233,333, shares of common stock. In the future, we may grant additional stock options or issue additional warrants or other convertible securities. The exercise or conversion of stock options, warrants or convertible securities will dilute the percentage ownership of our other stockholders. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may be expected to exercise or convert them when we would be able to obtain additional equity capital on terms more favorable than these securities.

As a result of the Merger, Be Active became a subsidiary of ours and since we are subject to the reporting requirements of federal securities laws, this can be expensive and may divert resources from other projects, thus impairing its ability to grow.

As a result of the Merger, Be Active became a subsidiary of ours and, accordingly, is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act“), and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act“). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if Be Active had remained privately held and did not consummate the Merger.

The Sarbanes-Oxley Act and new rules subsequently implemented by the Securities and Exchange Commission have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in 2016 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any future internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement. Our chief executive officer and chief financial officer concluded that our internal control over financial reporting were not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year ended December 31, 2015.  See Item 9A.
 
 
-10-

 
We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.

We have incurred a net loss of $3,216,844, for the year ended December 31, 2015. We anticipate generating losses for the next 12 months. We have generated only $310,248 in gross sales for the year ended December 31, 2015. Accordingly, we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.
 
In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. As a result, we may not be able to obtain additional necessary funding. We may not ever achieve any revenues or profitability. The revenue and income potential of our business and operations are unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business.

Our stock price may be volatile.

The stock market in general has experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:
 
changes in our industry;
competitive pricing pressures;
our ability to obtain working capital financing;
additions or departures of key personnel;
limited “public float“ in the hands of a small number of persons who sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;
sales of our common stock;
our ability to execute our business plan;
operating results that fall below expectations;
loss of any strategic relationship;
regulatory developments;
economic and other external factors; and
period-to-period fluctuations in our financial results.
 
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We are subject to the reporting requirements of federal securities laws, this can be expensive and may divert resources from other projects, thus impairing its ability to grow.

We are subject to the information and reporting requirements of the Exchange Act, as amended, and other federal securities laws, including compliance with the Sarbanes-Oxley Act.  The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if we had remained privately held.

We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.
 
 
-11-

 
There is currently a limited liquid trading market for our common stock that arose only recently and we cannot ensure that one will ever be sustained.

A limited liquid trading market for our common stock developed only recently. We cannot predict how liquid the market for our common stock might become. We received approval from FINRA for our stock to be listed on the Over-the-Counter Bulletin Board (the “OTCBB“) on January 9, 2013 and our common stock is currently traded on the OTCBB. Our ticker symbol is “JALA“. There is currently a limited trading market in our securities. If, for any reason, however, our securities become ineligible for continued quotation on the OTCBB or a public trading market does not continue to develop, purchasers of the common stock may have difficulty selling their securities should they desire to do so and purchasers of our common stock may lose their entire investment if they are unable to sell our securities. Should we fail to satisfy the standards of the OTCBB and our common stock is suspended from quotation on the OTCBB, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility. Furthermore, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.

Our common stock is currently deemed a “penny stock,“ which makes it more difficult for our investors to sell their shares.

Our common stock is subject to the “penny stock“ rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The Nasdaq Stock Market or other national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers“ complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.
 
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding warrants or conversion of outstanding shares of Series A Convertible Preferred Stock or Series C Convertible Preferred Stock, it could create a circumstance commonly referred to as an “overhang“ and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Investor relations activities may affect the price of our common stock.

We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for our company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning us. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by us or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. Our investors may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market of our common stock.
 
 
-12-

 
As a result of their existing ownership as well as the issuance of shares of Series D Convertible Preferred Stock, our executive officers and directors own a substantial interest in our voting capital and investors may have limited voice in our management.
 
On, March 2, 2015, the Board of Directors of the Company designated and authorized 3,000,000 shares of the Company’s authorized Preferred Stock, par value $0.0001 per share, as Series D Convertible Preferred Stock.  Each holder of the Series D Preferred Stock (“Series D“) shall have the number of votes on all matters submitted to the stockholders that is equal to the greater of one hundred votes for each one share of Series D and such number of votes per share of Series D that when added to the votes per shares of all other shares of Series D shall equal 50.1% of the outstanding voting record.  The Series D are convertible into common stock in an amount equal to one share of the Company’s common stock for each one share of Series D.  On March 9, 2015, the Company issued 1,000 shares of the Series D to each of three officers of the Company.  Additionally, the holdings of our officers and directors may increase in the future upon vesting or other maturation of exercise rights under any of the convertible securities they may hold or in the future be granted or if they otherwise acquire additional shares of our common stock.

As a result of their ownership and positions, our executive officers and directors collectively may be able to influence all matters requiring shareholder approval, including the following matters:
 
election of our directors;
amendment of our certificate of incorporation or bylaws; and
effecting or preventing a merger, sale of assets or other corporate transaction.
 
In addition, their stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.
 
Item 2.  Properties.
 
The Company's executive offices are located at 1010 Northern Blvd, Great Neck, NY 11021. The Company entered into a five year and one month lease effective February 17, 2013 at an annual rent of approximately $41,800.

Item 3. Legal Proceedings.
 
On May 2, 2014, an action was commenced against the Company and two of its officers in the Supreme Court of the State of New York, County of Nassau.  The action relates to restricted shares of the Company acquired by the plaintiff which the plaintiff allegedly sought to sell.  The complaint asserts claims under various theories, including conversion, breach of contract, breach of fiduciary duty, fraudulent misrepresentation and unjust enrichment, and seeks damages in excess of five million dollars.

The Company filed its Motion to Dismiss on or about June 30, 2014, plaintiff filed its opposition to the Company’s motion on or about July 29, 2014.  On September 2, 2014 the Motion to Dismiss was denied.  On October 6, 2014, the Company submitted a verified Answer to the Complaint. On February 25, 2015, the Company attended a mediation session and subsequently settled the claim.  The confidential settlement from the above action was covered by the Company’s director’s and officer’s insurance policy. In connection with the settlement, a loan which was due to the plaintiff for $25,555 was settled and recorded as forgiveness of debt on the accompanying consolidated financial statements (see Note 7).
 
Item 4. Mine Safety Disclosures.
 
Not applicable.
 
 
-13-


PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Effective January 9, 2013, our common stock was approved for quotation on the OTC Bulletin Board.  Since February 4, 2013 our ticket symbol has been "JALA" and currently trades on the OTCBB.  There is no established public trading market for our securities with only periodic sporadic activity since February 4, 2013. There can be no assurance that a regular trading market will develop or if developed, may not be sustained. The following table sets forth, for the calendar periods indicated the range of the high and low last reported of the Company’s common stock, as reported by the OTC Bulletin Board.  The quotations represent inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions.  The quotations may be rounded for presentation.

Period
 
High
   
Low
 
October 1, 2015 to December 31, 2015
 
$
0.99
   
$
0.30
 
July 1, 2015 to September 30, 2015
 
$
4.40
   
$
0.90
 
April 1, 2015 to June 30, 2015
 
$
7.50
   
$
2.28
 
January 1, 2015 to March 31, 2015
 
$
 10.00
   
$
3.40
 

Holders
 
As of December 31, 2015, we had approximately 53 shareholders of record of our common stock.

Dividend Policy

We have not previously paid any cash dividends on our common stock and do not anticipate or contemplate paying dividends on our common stock in the foreseeable future.  We currently intend to use all our available funds to develop our business.  We can give no assurances that we will ever have excess funds available to pay dividends.

Transfer Agent
 
The registrar and transfer agent for our common stock is Equity Stock Transfer located at 110 Green Street, Suite 403, New York, New York 10012. Their telephone number is 917-746-4597.

Securities Authorized for Issuance under Equity Compensation Plans

On January 9, 2013, we adopted the 2013 Equity Incentive Plan and reserved 8,550,000 shares for issuance thereunder. As of December 31, 2015, no awards were made under the 2013 Equity Incentive Plan.

Recent Sales of Unregistered Securities
 
All sales of unregistered securities of the Company during the year ended December 31, 2015 have been previously reported in a Current Report on Form 8-K or quarterly reports on Form 10-Q.
 
Item 6.  Selected Financial Data.
 
Not required for small reporting companies.
 
 
-14-


Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This report contains forward-looking statements. These forward-looking statements include, without limitation, statements containing the words “believes,““anticipates,““expects,““intends,““projects,““will,“ and other words of similar import or the negative of those terms or expressions. Forward-looking statements in this report include, but are not limited to, expectations of future levels of research and development spending, general and administrative spending, levels of capital expenditures and operating results, sufficiency of our capital resources, our intention to pursue and consummate strategic opportunities available to us, including sales of certain of our assets. Forward-looking statements subject to certain known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These risks and uncertainties include, but are not limited to those described in “Risk Factors“ of the reports filed with the Securities and Exchange Commission.
 
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere herein.

Overview
 
Be Active was incorporated on March 10, 2009 under the laws of the State of Delaware. We manufacture and sell low fat, low calorie, all natural probiotic enriched frozen yogurt and ice cream under the trade name "Jala" and we trademarked our Jala cow logo. Our frozen yogurt is packaged as low fat sandwiches, and bars, which are designed to appeal to the health conscious or weight conscious consumer.
 
Following inception, we commenced the manufacturing and sale of our frozen yogurt and ice cream products in the New York metropolitan area during 2009. Distribution of our products had grown from a limited number of outlets in the New York metropolitan area to over 6 supermarket chains and other retail outlets located in 6 states but has been limited as a result of a lack of capital. Our products are distributed principally through warehouse distribution and a local distribution company. We manufacture our product under a co-packing arrangement with an ice cream manufacturer located in Lakewood, New Jersey.

 
-15-


Results of Operations

The Year ended December 31, 2015 compared to the Year ended December 31, 2014

The following table presents the results of operations of the Company for the year ended December 31, 2015 compared to the year ended December 31, 2014.
 
   
December 31,
 
   
2015
   
2014
 
                 
Net Sales
 
$
25,277
   
$
              (128,995
)
Cost of Goods Sold
   
188,876
     
 28,820 
 
Gross Loss
   
(163,599
   
              (157,815
)
                 
Operating Expenses:
               
Selling Expenses
   
198,675
     
                 193,848
 
General and administrative 
   
932,563
     
             1,437,255
 
Stock-based compensation
   
-
     
             2,166,707
 
(Decrease) increase in fair value of derivative liability
   
(35,676
)    
             8,755,391
 
Loss on issuance of convertible debt
   
614,432
     
                 149,963
 
Depreciation and amortization
   
6,684
     
                     4,317
 
   Total Operating Expenses
   
1,716,678
     
           12,707,481
 
                 
(Loss) from operations before other income (expenses)
   
(1,880,277
   
        (12,865,29)
                 
Other Income (Expenses):
               
                 
Forgiveness of debt income
   
25,555
     
              247,021
 
Amortization of deferred financing costs and debt discount
   
(1,331,663
      -  
Interest expense, net
   
(30,459
   
                         (292
  Total Other (Income) Expense
   
(1,336,567
   
                 246,729
 
                 
Net (loss)
 
$
(3,216,844
 
$
        (12,618,567
Gain on extinguishment of Series B convertible preferred stock
   
3,420,804
      -  
Deemed dividend on Series C convertible preferred stock     (1,089,000 )      -  
Net (loss) attributable to common shareholders
   
(885,040
   
        (12,618,567
Net (loss) per common share (Basic and fully diluted)
 
$
(1.93
 
$
  (59.62
Number of shares used to compute net loss per share
   
458,338
     
                 211,630
 

 
-16-


Sales
Gross sales were $310,248 and $74,856 for the years ended December 31, 2015 and December 31, 2014, respectively.  Reconciling items included sales discounts, returns and allowances, trade spending, and slotting fees totaled $284,971 and $203,851 for the years ended December 31, 2015 and December 31, 2014, respectively. Gross sales as of December 31, 2015 increased $235,392 or 315% as compared to 2014.  This increase is primarily attributable to increase in sales volume to customers.

Cost of Goods Sold
 
Cost of goods sold for the year ended December 31, 2015 increased to $188,876 from $28,820 for the year ended December 31, 2014, an increase of $160,056 or 555%. The increase is primarily attributable to the increase in production and sales.

Gross Profit (Loss)
 
Gross loss for the year ended December 31, 2015 was a loss of $163,599, as compared to a loss of $157,815 for the year ended December 31, 2014, an increase of $5,784 or 4%. The negative gross loss was related to slotting fees of $210,400 and $173,000 in 2015 and 2014 respectively.
 
Operating Expenses
 
Operating expenses, consisting of selling, general and administrative expenses, loss on issuance of convertible debt, change in fair value of derivative liability and depreciation and amortization expense, for the year ended December 31, 2015 decreased to $1,716,678 from $12,707,481 for the year ended December 31, 2014, a decrease of $10,990,803 or 87%. The decrease is primarily attributable to the decrease of $2,166,707 in stock-based compensation related to the Series B Convertible Preferred Stock and an decrease in the fair value of the derivative liability resulting from the reset feature of the Company’s convertible warrants and the conversion feature of the convertible debt of $8,791,067, an increase in loss on the issuance of convertible debt of $464,469 in addition to increases in selling expenses of $4,827 and decrease in general and administrative expenses of $504,692.
 
Selling expenses consist primarily of advertising, promotion and marketing fees. Selling expenses for the year ended December 31, 2015 increased to $198,675 from $193,848 for the year ended December 31, 2014, an increase of $4,827 or 2.5%.  The increase is primarily due to increases in freight out of $15,660, storage of $11,150, auto of $15,830 while decreases in advertising of ($24,744), marketing of ($8,394) and entertainment of ($4,675).
 
General and administrative expenses consist primarily of office, utilities, computer, internet, travel, insurance expenses.  General and administrative expenses for the year ended December 31, 2015 decreased to $932,563 from $1,437,225 for the year ended December 31, 2014, a decrease of $504,692 or 35%. The decrease is primarily attributable to decreases in professional services of ($310,554), charitable contributions ($69,000) commission ($12,511) officers’ salaries of ($131,005), rent ($4,110), dues and subscriptions ($12,511) and an increase in insurance $39,210
 
Other (Income) Expenses
 
Other expense was $1,336,567 for the year ended December 31, 2015, as compared to (income) of $246,729 for the year ended December 31, 2014, an increase in other expense of $1,583,296 or 642% as a result amortization of deferred financing costs and debt discount of $1,331,663 in 2015, an increase in interest expense of $30,167 offset by a decrease in forgiveness of debt of $221,466 from 2014.
 
Net Loss
 
Net (loss) for the year ended December 31, 2015 decreased to ($3,216,844) from ($12,618,567) for year ended December 31, 2014, a decrease of $9,401,723 or 75%. This decrease is due primarily from a decrease in the fair value of the derivative liability resulting from the reset feature of the Company’s convertible warrants and the conversion feature of the convertible debt of $8,791,067, and the decrease in stock based compensation of $2,166,707, offset by an increase in loss on issuance of convertible debt of $464,469, and an increase in amortization of financing costs of $1,331,663.
 
Net (Income) Loss Attributable to Common Stockholders
 
Net (income) loss attributable to common stockholders includes a gain on extinguishment of Series B preferred stock of $3,420,804 offset by a deemed dividend on Series C convertible preferred stock of $1,089,000 in 2015
 
Loss Per Common Share
 
Basic loss per share for the years ended December 31, 2015 and 2014 is calculated using the weighted-average number of common shares outstanding during each period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each period. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
 
Liquidity and Capital Resources
 
Total current assets at December 31, 2015 were $624,099, current liabilities were $1,560,953, and we had negative working capital of $936,854.  Significant losses from operations have been incurred since inception and there is an accumulated deficit of $19,318,925 as of December 31, 2015.  Continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our business plans.
 
 
-17-


Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements, including unrecorded derivative instruments that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. We have certain warrants and options outstanding but we do not expect to receive sufficient proceeds from the exercise of these instruments unless and until the trading price of our common stock is significantly greater than the applicable exercise prices of the options and warrants and mainly following any necessary registering of underlying securities.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.
 
Not applicable.

Item 8.  Financial Statements and Supplementary Data.
 
The financial statements are included herein commencing on page F-1.
 
Item 9.  Change in and Disagreement with Accountants on Accounting and Financial Disclosure
 
None.

Item 9A.  Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
At the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our principal executive officer and principal financial officer concluded that due to the material weakness described below, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated to our management, including our President and Chief Financial Officer, or officers performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Management's Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 
-18-

 
Management, including our principal executive officer Mr. Rienzi, who is also our principal financial officer, and Mr. Wolfson, who is our Chief Financial Officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of and for the year ended December 31, 2015.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. As a result of this assessment, Mr. Rienzi and Mr. Wolfson concluded that, as of and for the year ended December 31, 2015, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year ended December 31, 2015.
 
There is a lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the related disbursements due to our limited staff and accounting personnel.  Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with administrative and financial matters.  Since an officer of the Company is a partner with an accounting firm which provides support services to the Company, in the future, management intends to continue to utilize additional staff of the accounting firm to handle certain administrative financial duties.
 
There is a lack of effective controls over financial statement disclosure.  Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in the financial statements.  Management is working to ensure that all permanent file documents are maintained in a working file which becomes an essential component of the financial closing process.
 
There is a lack of controls over the control environment in that the Board of Directors is comprised of three members who are officers of the Company.  As of yet, there are no independent members, no formal audit committee and no compensation committee.  As the Company matures, management will expand the Board of Directors accordingly.
 
The conclusion that our internal control over financial reporting was not effective was due to the presence of the material weaknesses identified above.  We anticipate effective internal control over financial reporting once we rectify our deficiencies in our disclosure controls and procedures.
 
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report. 

Changes in Internal Control over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.  Other Information
 
None.
 
 
-19-


PART III.
 
Item 10.  Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following persons are our executive officers and directors as of December 31, 2015 and hold the positions set forth opposite their respective names.

Name
 
Age
 
Position
Joseph Rienzi
 
45
 
President and Director
David Wolfson
 
54
 
Chief Financial Officer and Director
Saverio Pugliese
 
49
 
Vice President and Director

Joseph Rienzi

Mr. Rienzi, age 45, our interim President since May 4, 2015, served as Secretary and Director of Be Active Brands, Inc. since its inception on March 10, 2009. Prior to Be Active, through the present time, Mr. Rienzi has served as Executive Vice President of Rienzi & Sons, Inc., a company specializing in importing, farming, production and distribution of Italian foods worldwide. As a result of his experiences, Mr. Rienzi brings to the Company extensive experiences in the supermarket business, along with strong sales, marketing and promotional skills. Mr. Rienzi’s received his higher education at St. John’s University, graduating with an M.B.A. in Executive Management as well as Executive Programs from Harvard, M.I.T. and Universita di L’Aquila in Italy.

David Wolfson

Mr. Wolfson, age 54, our Chief Financial Officer and Director since January 9, 2013, served as Chief Financial Officer of Be Active Brands, Inc. since its inception on March 10, 2009. From July 2004 through the 2013, Mr. Wolfson, while partnering with Mr. Rienzi and Mr. Pugliese, managed the New York offices of his previous CPA firm, Schulman Lobel Wolfson Zand Abruzzo Katzen & Blackman LLP and is currently the Managing partner of his current CPA firm, Wolfson, Berbenich & Company CPA's LLP.  Mr. Wolfson served as the in-house accountant of Silhouette Brands Inc. from 1996 to July 2004. After earning a Bachelor of Science degree in accounting at S.U.N.Y Binghamton in 1983, Mr. Wolfson was employed by a local CPA firm. He attained his CPA license in 1990. Mr. Wolfson was chosen to be a director of the Company based on his knowledge and familiarity with Be Active Brands since its inception.

Saverio Pugliese

Mr. Pugliese, age 49, our Vice President and Director since January 9, 2013, was the co-founder of and served as President of Be Active Brands, Inc. since its inception on March 10, 2009. From July 2004 to March 2009, Mr. Pugliese was a consultant to various companies in the ice cream industry and invested in an ice cream distribution company. From January 27, 1994 to July 2004, Mr. Pugliese was co-founder of and served as President of Silhouette Brands, Inc., a company specializing in manufacturing and selling fat free, novelty ice cream under the trade name "Silhouette" with the Skinny Cow logo. As a result of his experiences, Mr. Pugliese brings to the Company extensive experiences in the frozen ice cream business, along with strong sales and marketing skills. While earning an Associate’s Degree in business from Nassau Community College in 1986, he founded SD Brands, Inc., and began manufacturing and marketing “Slender Delight Non Fat Ice Cream“, a soft serve ice cream mix.
 
Our directors hold office until the earlier of their death, resignation or removal or until their successors have been qualified.

There are no family relationships between any of our directors and our executive officers.
 
 
-20-


 Involvement in Certain Legal Proceedings

Except as set forth in the director and officer biographies above, to the Company’s knowledge, during the past ten (10) years, none of the Company’s directors, executive officers, promoters, control persons, or nominees has been:

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Corporate Governance

Compensation Committee Interlocks and Insider Participation
 
During the fiscal year ended December 31, 2015, all executive officer compensation was determined by our board of directors.

Meetings and Committees of the Board of Directors
 
Our Board of Directors held 25 telephonic meetings during the year ended December 31, 2015
 
We currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe that the Board through its meetings can perform all of the duties and responsibilities which might be contemplated by a committee.  Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which whereby security holders may recommend nominees to the Board of Directors.

Board Leadership Structure and Role in Risk Oversight
 
The Board of Directors does not have a policy on whether or not the roles of the Chief Executive Officer and Chairman should be separate.  Instead, the Company’s By-Laws provide that the same person may hold two or more offices.  Accordingly, the Board reserves the right to vest the responsibilities of the Chief Executive Officer and Chairman in the same person or in two different individuals depending on what it believes is in the best interest of the Company.   The Board has determined that the consolidation of these roles is appropriate because it allows Chairman to bring a wider perspective to the deliberations of the Board of Directors on matters of corporate strategy and policy.  The Board believes that there is no single Board of Directors leadership structure that would be most effective in all circumstances and therefore retains the authority to modify this structure to best address the Company’s and the Board of Directors’ then current circumstances as and when appropriate.
 
Our Board of Directors is primarily responsible for overseeing our risk management processes.  The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees the Company, the Company’s management is responsible for day-to-day risk management processes. Although all members of the Board of Directors also hold management positions, the recognition by each member of their dual roles addresses the risks facing our company and our Board believed the leadership structure is effective.

 
-21-


Board Diversity
 
While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix.  Although there are many other factors, the Board seeks individuals with experience on public company boards as well as experience with advertising, marketing, legal and accounting skills.

Board Assessment of Risk
 
Our risk management function is overseen by our Board.  Our management keeps our Board apprised of material risks and provides our directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect the Company, and how management addresses those risks.  Our President works closely with the Board once material risks are identified on how to best address such risk.  If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. The Board focuses on these key risks and interfaces with management on seeking solutions.
 
Board Independence
 
We currently have three directors serving on our board of directors.   We are not a listed issuer and, as such, are not subject to any director independence standards.  Using the definition of independence set forth in the rules of the NYSE MKT, none of our directors would be considered independent.

Changes in Nominating Process
 
There are no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Code of Ethics
 
We have not yet adopted a Code of Ethics although we expect to as we develop our infrastructure and business.
 
 
-22-


Item 11. Executive Compensation

Summary Compensation Table

The table below sets forth, for the last two fiscal years, the compensation earned by our chief executive officer and chief financial officer.  No other executive officer had annual compensation in excess of $100,000 during the last two fiscal years:
 
Summary Compensation Table
 
                                         
Name and Principal Position
Year
 
Salary
($)
   
Bonus
 ($)
   
Stock Awards
($)
 
Option Awards
($)
 
Non-Equity Incentive Plan Compensation
 
Nonqualified Deferred Compensation Earnings
 
All Other Compensation ($)
 
Total
($)
 
                                         
Marc Wexler, Former Chief Executive Officer and Chairman (1)
2014
    34,600       -       -     -     -     -     -     34,600  
                                                 
                                                   
Sam Pugliese, Vice President and Director (2)
2015
    126,154       -       -   -     -   -   -     126,154  
2014
    151,731       -       49,500     -     -     -     -     201,231  
                                                   
David Wolfson, Chief Financial Officer and Director (3)
2015
    145,000       -        -     -     -     -     -     145,000  
2014
    33,577       -       63,216     -     -     -     -     96,793  
                                                   
Joseph Rienzi Secretary and Director (4)
2015
    147,500              -     -     -     -     -     147,500  
2014
    137,134       65,000       49,500     -     -     -     -     251,634  
                                                   
(1)
Resigned from his positions as of March 22, 2013.
(2)
Vice President and Director of Be Active since March 10, 2009. Appointed President and Director of the Company on January 9, 2013.
(3)
Chief Financial Officer and Director of Be Active since March 10, 2009. Appointed Chief Financial Officer and Director of the Company on January 9, 2013. Compensation does not include payments by Be Active to Schulman Lobel Wolfson Zand Abruzzo Katzen & Blackman LLP , a public accounting firm that provided consulting (non-auditing) services to Be Active. Mr. Wolfson was a partner of Schulman Lobel Wolfson Zand Abruzzo Katzen & Blackman LLP . November 10, 2014, Mr. Wolfson became a partner of Wolfson, Berbenich & Co CPA's LLP.
(4)
Interim President effective May 4, 2015, Secretary and Director. Vice President and Secretary of Be Active Brands, Inc. since its inception on March 10, 2009.
 
 
-23-


Employment Agreements with Executive Officers
 
Effective January 9, 2013, extended and revised October 1, 2014, the Company entered into an employment agreement with its chief financial officer for a term of three years, to be automatically renewed for successive one year periods thereafter unless either party provides written notice of intention not to renew the agreement. The agreement provides for a base annual salary of $135,000, paid in periodic installments in accordance with the Company’s regular payroll practices and includes other Company benefits.  The Agreement entitles the officer to future grants under the Company’s 2013 Equity Incentive Plan.  In addition, the Company has awarded the Officer a bonus of 6,385 shares of the Company’s common stock at December 31, 2014 which vested immediately and were purchased by the Officer at par value. These shares were issued on January 9, 2015. Total compensation for these shares recorded at December 31, 2014 was $63,216 based on the traded price of the Company’s common stock on that date. Costs incurred pursuant to this agreement for the year ended December 31, 2015 and 2014 were $145,000 and $96,793 respectively.
 
Effective January 9, 2013, extended and revised October 1, 2014, the Company entered into an employment agreement with its former President for a term of three years, to be automatically renewed for successive one year periods thereafter unless either party provides written notice of intention not to renew the agreement. The agreement provides for a base annual salary of $150,000, paid in periodic installments in accordance with the Company’s regular payroll practices and an annual bonus, subject to clawback provisions, based on reaching certain financial targets as defined and includes other Company benefits. The Agreement entitles the officer to future grants under the Company’s 2013 Equity Incentive Plan.  In addition, the Company had awarded the Officer a bonus of 5,000 shares of the Company’s common stock at December 31, 2014 which vested immediately and were purchased by the Officer at par value. These shares were issued on January 9, 2015.  Total compensation for these shares recorded at December 31, 2014 was $49,500 based on the traded price of the Company’s common stock on that date.  Costs incurred pursuant to the Officer’s employment agreements for years ended December 31, 2015 and 2014 was $126,154 and $151,731, respectively.  On June 19, 2015, the Company re-appointed the former President as a member of the Board of Directors and Vice-President.
 
Effective January 9, 2013, extended and revised October 1, 2014, the Company entered into an employment agreement with its secretary and current President for a term of three years, to be automatically renewed for successive one year periods thereafter unless either party provides written notice of intention not to renew the agreement. The agreement provides for a base annual salary of $135,000, paid in periodic installments in accordance with the Company’s regular payroll practices and an annual bonus, subject to clawback provisions, based on reaching certain financial targets as defined and include other Company benefits. The Agreement entitles the officer to future grants under the Company’s 2013 Equity Incentive Plan. In addition, the Company awarded the Officer a bonus of 5,000 shares of the Company’s common stock at December 31, 2014 which vested immediately and were purchased by the Officer at par value. These shares were issued on January 9, 2015.  Total compensation for these shares recorded at December 31, 2014 was $49,500 based on the traded price of the Company’s common stock on that date. Costs incurred pursuant to the Officer’s employment agreements for years ended December 31, 2015 and 2014 was $147,500 and $137,134, respectively.
 
Since the Company currently does not have a Compensation Committee, the current Board of Directors, exclusive of the executive for which the criteria was adopted, unanimously set forth certain financial and strategic milestone that, if achieved, would give rise to the executive’s bonus eligibility.
 
Outstanding Equity Awards at Fiscal Year End
 
There were no outstanding equity awards issued to our named executive officers as of December 31, 2015.

Director Compensation
 
We have not adopted compensation arrangements for members of our board of directors.
 
 
-24-

 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following tables set forth certain information as of March 29, 2016 regarding the beneficial ownership of our common stock by (i) each person or entity who, to our knowledge, owns more than 5% of our common stock; (ii) our executive officers named in the Summary Compensation Table below; (iii) each director; and (iv) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Be Active Holdings, Inc., 1010 Northern Blvd., Great Neck, NY 11021.  Shares of common stock subject to options, warrants, conversion rights or other rights currently exercisable or exercisable within 60 days of March 31 2015, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.
 
Name of Beneficial Owner
 
Number Of Common Shares Beneficially Owned
   
Percentage Owned (1)
 
Number Of
Series D
 Preferred Shares Beneficially Owned
   
Percentage of Total Voting Power (5)
 
Saverio Pugliese (2)
    316,841       3.8 %     1,000       13.3334 %
David Wolfson (3)
    6,841       1.6 %     1,000       13.3334 %
Joseph Rienzi (4)
    316,841       3.8 %     1,000       13.3334 %
All directors and officers as a group (4 persons)
    640,523       9.2 %     3,000       40 %
                                 
Sandor Capital (8)
    128,635 (8)     4.79 %     -       -  
Alpha Capital Anstalt (6)
    1667 (7)     7.7 %     -       -  
Brio Capital Master Fund LTD (7)
    168,891 (8)     9.1 %     -       -  
Denville & Dover Fund LLC (9)
    173,610 (9)     9.98 %     -       -  
Michael Brauser (10)
    170,000 (10)     9.7 %     -       -  
Birchtree Capital LLC (11)
    160,000 (11)     9.2 %     -       -  
*Less than one percent

(1)
Based on 2,558,680 shares of our common stock issued and outstanding as of March 29, 2016.
(2)
Vice President and Director of the Company.
(3)
Chief Financial Officer and Director of the Company.
(4)
Interim President, Secretary and Director of the Company.
(5)
Holders of our common stock are entitled to one vote per share. Holders of our Series D preferred stock are entitled to the number of votes on such matters equal to (i) the product of (a) the number of shares of Series B Preferred Stock held by such holder, (b) the number of issued and outstanding shares of the Corporation’s common stock (taking into account the effective outstanding voting rights of the Series B Preferred Stock), as of the record date for the vote and (c) 0.13334 less (ii) the number of shares of common stock beneficially held by such holder on such date.
(6)
Konrad Ackerman, as Director of Alpha Capital Anstalt has the voting and dispositive power over the securities held for the account of this beneficial owner.  Consists of 16,667 shares of Convertible Preferred Series C Stock.
(7)
Shaye Hirsch, as Director of Brio Capital Master Fund Ltd. has the voting and dispositive power over the securities held for the account of this beneficial owner.  Consists of 168,891 shares of common stock
(8)
Consists of 83,287 shares of common stock, 33,351 warrants to purchase shares common stock and 11,664 shares of Convertible Preferred Series A Stock and 3,33 shares of Convertible Preferred Series C Stock
(9)
Consists of 173,610 shares of common stock.
(10)
Consists of 170,000 shares of common stock
(11)
Consists of 160,000 shares of common stock
 

 
-25-


Item 13. Certain Relationships and Related Transaction, and Director Independence
 
Except as set forth below, during our last completed fiscal year, there have been no transactions, whether directly or indirectly, between the Company and any of its officers, directors or their family members.

Be Active.
 
An officer and Director of the Company was a partner of a public accounting firm providing non-audit accounting services to the Company through October 30, 2014.  Subsequent to October 2014, all non-audit accounting services were performed by the officer/director of the Company in conjunction with an independent consultant. For the years ended December 31, 2015 and 2014,the Company incurred fees of $0 and $66,666 respectively, to the accounting firm for accounting and tax services.
 
The Company subleases a portion of its office space to a related party.  Rents received totaled approximately $13,111 and $15,000 and is recorded as an offset to rent expense for the year ended December 31, 2015 and 2014, respectively.
 
An officer of the Company advanced approximately $110,000 to the Company for slotting fees during the year ended December 31, 2015 that was repaid on January 6, 2016.

Item 14.  Principal Accounting Fees and Services
 
The following table sets forth fees billed to us by our independent auditors for the years ended 2015 and 2014 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

SERVICES
 
2015
   
2014
 
Audit fees
 
$
75,000
   
$
65,000
 
Audit-related fees
    -      
-
 
       Tax fees
    -      
-
 
       All other fees
    -      
-
 
                 
Total fees
 
$
75,000
   
$
65,000
 
 
 
-26-


 
Item 15.  Exhibits, Financial Statement Schedules

Exhibit No.
Description
2.1(7)
Agreement and Plan of Merger, dated as of January 9, 2013, by and among Be Active Holdings, Inc., Be Active Brands, Inc. and Be Active Acquisition Corp.
2.2(1)
Certificate of Merger, dated January 9, 2013 merging Be Active Acquisition Corp. with and into Be Active Brands, Inc.
3.1(2)
Amended and Restate Certificate of Incorporation
3.2(3)
Certificate of Amendment of Amended and Restate Certificate of Incorporation
3.3(4)
Bylaws
3.4(5)
Series A Convertible Preferred Stock Certificate of Designation
3.5(5)
Series B Convertible Preferred Stock Certificate of Designation
3.6(8)
Amendment to Series B Convertible Preferred Stock Certificate of Designation
3.7(11)
Series C Convertible Preferred Stock Certificate of Designation
3.8 (12)
Certificate of Amendment of Amended and Restate Certificate of Incorporation
10.1(1)
Form of Subscription Agreement
10.2(1)
Form of Registration Rights Agreement
10.3(1)
Form of Warrant
10.4(1)
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (Split-off)
10.5(1)
Stock Purchase Agreement (Split-off)
10.6(1)
Form of Directors and Officers Indemnification Agreement
10.7(1)
2013 Equity Incentive Plan
10.8(1)
Form of 2013 Incentive Stock Option Agreement
10.9(1)
Form of 2013 Non-Qualified Stock Option Agreement
10.10(1)
Employment Agreement between the Company and Saverio Pugliese dated October 1, 2014
10.11(1)
Employment Agreement between the Company and Joseph Rienzi dated October 1, 2014
10.12(1)
Employment Agreement between the Company and David J. Wolfson dated October 1, 2014
10.13(5)
Form of Subscription Agreement
   
10.14(5)
Form of Warrant
   
10.15(5)
Form of Release
10.16(6)
Agreement of Shareholders of Be Active Brands, Inc., dated January 26, 2011
10.17(6)
Revolving Credit Facility Agreement with Signature Bank
10.18(6)
Preferred Vendor Agreement with C&S Wholesale Grocers dated July 22, 2010
10.19 (9)
Reserve Equity Financing Agreement between Be Active Holdings, Inc. and AGS Capital Group, LLC, dated November 19, 2013
10.20 (9)
Registration Rights Agreement between Be Active Holdings, Inc. and AGS Capital Group, LLC, dated November 19, 2013
10.21(11)
Form of Subscription Agreement
10.22(11)
Form of Warrant
10.23(11)
Form of Investment Agreement
21.1 (10)
List of Subsidiaries
101.SCH
XBRL Instance Document
101.CAL
XBRL Taxonomy Extention Schema
101.DEF
XBRL Taxonomy Extention Calculation Linkbase
101.LAB
XBRL Taxonomy Extention Definition Linkbase
101.PRE
XBRL Taxonomy Extention Label Linkbase
101.SCH
XBRL Taxonomy Extention Presentation Linkbase
 
(1)
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2013

(2)
Incorporated by reference to the Company's current report on form 8-K filed with the Securities and Exchange Commission on July 24, 2012

(3)
Incorporated by reference to the Company's current report on form 8-K filed with the Securities and Exchange Commission on December 31, 2012

(4)
Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 23, 2011

(5)
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2013

(6)
Incorporated by reference to the Company's current report on Form 8-K/A filed with the Securities and Exchange Commission on May 21, 2013

(7)
Incorporated by reference to the Company's current report on Form 8-K/A filed with the Securities and Exchange Commission on June 18, 2013

(8)
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2013

(9)
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2014

(10)
Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 25, 2013.

(11)
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2014.
 
(12)
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on March __, 2015.
 

 
*Filed herewith
 
 
-27-

 
 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.
 
 
Be Active Holdings, Inc.
 
       
________, 2016
By: 
/s/ Joseph Rienzi
 
   
President and Director
 
   
(Principal Executive Officer)
 
       
________, 2016
By:
/s/ David Wolfson
 
   
David Wolfson
 
   
Chief Financial Officer and Director
 
   
(Principal Financial and Accounting Officer)
 
       
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
     
/s/ Joseph Rienzi    
_________, 2016
Joseph Rienzi
   
President and Director (Principal Executive Officer)
   
     
     
/s/ David Wolfson    
__________, 2016
David Wolfson
   
Chief Financial Officer and Director (Principal Financial and Accounting Officer
   
     
     
/s/ Saverio Pugliese    
___________, 2016
Saverio Pugliese
   
Vice President and Director
   
 
 
-28-


INDEX TO FINANCIAL STATEMENTS

 
 
F-1

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Be Active Holdings, Inc.

We have audited the accompanying consolidated balance sheet of Be Active Holdings, Inc. as of December 31, 2015, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended. Be Active Holdings, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Be Active Holdings, Inc. as of December 31, 2015, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a significant accumulated deficit through December 31, 2015, and has incurred negative cash flows for the year ended December 31, 2015. The Company may not have adequate readily available resources to fund operations through December 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have also audited the adjustments to the consolidated financial statements for the year ended December 31, 2014, and as at January 1, 2014, to apply the retroactive effects of the reverse stock split as discussed in Note 3 to the consolidated financial statements. Our procedures included auditing the restatement of Be Active Holding, Inc.’s equity structure and related disclosures to reflect the effects of the reverse stock split transaction. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the consolidated financial statements of Be Active Holdings, Inc. for the year ended December 31, 2014, or as at January 1, 2014, other than with respect to the adjustments noted; and, accordingly, we do not express an opinion or any other form of assurance on the consolidated financial statements of Be Active Holdings, Inc., taken as a whole, for the year ended December 31, 2014, and as at January 1, 2014.



/s/ PKF O’Connor Davies, LLP

New York, NY
March 29, 2016
 
 
F-2

 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and
Board of Directors
Be Active Holdings, Inc.

We have audited, before the effects of the adjustment to retrospectively apply the 1 for 1,000 reverse stock split as described in Note 3, the consolidated balance sheet of Be Active Holdings, Inc. and Subsidiary as of December 31, 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, based on our audit the consolidated financial statements referred to above, before the effects of the adjustment to retrospectively apply the 1 for 1,000 reverse stock split as described in Note 3, present fairly, in all material respects, the financial position of Be Active Holdings, Inc. and Subsidiary as of December 31, 2014 and the consolidated results of their operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustment to retrospectively apply the 1 for 1,000 reverse stock split as described in Note 3 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by PKF O’Connor Davies.
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s recurring losses from operations, stockholders’ deficit, and inability to generate sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



CORNICK, GARBER & SANDLER, LLP
 
New York, New York
March 30, 2015
 
 
 
F-3

BE ACTIVE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

   
December 31,
 
   
2015
   
2014
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 441,189     $ 504,358  
Cash in escrow
    -       12,500  
Accounts receivable
    -       47,907  
Inventory
    80,142       105,733  
Debt issuance costs
    96,125       713,000  
Prepaid expenses and other current assets
    6,643       9,230  
Total current assets
    624,099       1,392,728  
                 
Property and equipment, net
    14,210       20,895  
Loan receivable
    -       7,262  
Security deposit
    6,560       6,560  
                 
Total  assets
  $ 644,869     $ 1,427,445  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current liabilities
               
Accounts payable
  $ 300,237     $ 225,655  
Accrued expenses and taxes
    362,353       101,782  
Due diligence fee payable
    -       640,000  
Secured convertible notes payable (net of $660,712 and $445,000 discounts)
    609,288       -  
Due to officers/stockholders
    289,075       202,852  
Total current liabilities
    1,560,953       1,170,289  
                 
Deferred rent
    6,729       7,373  
Derivative liability
    2,232,586       828,830  
                 
Total  liabilities
    3,800,268       2,006,492  
                 
Stockholders' deficit
               
Preferred stock, par value $0.0001 per share, 150,000,000 shares authorized. Issued and outstanding as of December 31, 2015 and 2014 as follows:
               
          Series A Convertible Preferred stock, 40,000,000 shares designated;
               
          11,664 shares issued and outstanding at December 31, 2015 and 2014
    2       2  
          Series B Convertible Preferred stock, 0 shares designated as of December 31, 2014;
               
          0 shares issued and outstanding at December 31, 2015 and 2014
    -       -  
          Series C Convertible Preferred stock, 26,667 shares designated;
               
          20,000  shares issued and outstanding at  December 31, 2015 and 2014
    2       2  
          Series D Convertible Preferred stock, 3,000,000 shares designated;
               
          3,000 issued and outstanding at December 31, 2015
    -       -  
Common stock, par value $0.0001, per share, 3,000,000,000 shares authorized;
               
1,740,247 and 426,476 shares issued at December 31, 2015 and 2014
    174       43  
Additional paid-in capital
    16,163,348       18,943,791  
Accumulated deficit
    (19,318,925 )     (19,522,885 )
Treasury stock at cost; 4 shares
    -       -  
Total stockholders' deficit
    (3,155,399 )     (579,047 )
Total liabilities and stockholders' deficit
  $ 644,869     $ 1,427,445  

 
F-4


BE ACTIVE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

   
Year Ended December 31,
 
   
2015
   
2014
 
             
Net Sales
  $ 25,277 *   $ (128,995 )
                 
Cost of Goods
    188,876       28,820  
     Gross Loss
    (163,599 )     (157,815 )
                 
Operating Expenses
               
    Selling expenses
    198,675       193,848  
    General and administrative
    932,563       1,437,255  
    Stock-based compensation
    -       2,166,707  
    (Decrease) increase in fair value of derivative liability
    (35,676 )     8,755,391  
    Loss on issuance of convertible debt
    614,432       149,963  
    Depreciation and amortization expense
    6,684       4,317  
         Total operating expenses
    1,716,678       12,707,481  
      Loss from operations before other income (expenses)
    (1,880,277 )     (12,865,296 )
                 
Other  Income (Expenses)
               
    Forgiveness of debt income
    25,555       247,021  
    Amortization of deferred financing costs and debt discount
    (1,331,663 )     -  
    Interest (expense) income, net
    (30,459 )     (292 )
         Total other income (expenses)
    (1,336,567 )     246,729  
         Net Loss
  $ (3,216,844 )   $ (12,618,567 )
                 
Gain on extinguishment of Series B convertible preferred stock
    3,420,804       -  
Deemed dividend on Series C convertible preferred stock
    (1,089,000 )     -  
Net (loss) attributable to common stockholders
    (885,040 )     (12,618,567 )
                 
Net (loss) per common share:
Basic
  $ (1.93 )   $ (59.62 )
 
Diluted
  $ (1.93 )   $ (59.62 )
                 
Weighted Average Shares Outstanding
                 
 
Basic
    458,338       211,630  
 
Diluted
    **       **  
 
*     Inclusive of charges for slotting fees (Note 13)
               
**   Not applicable
               
 
 

 
F-5


BE ACTIVE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2015 and 2014

   
Common Stock
 
Preferred
Series A Stock
 
Preferred
Series B Stock
 
Preferred
Series C Stock
 
Preferred
Series D Stock
 
Additional Paid-In
 
Accumulated
  Treasury Stock  
Total
 
   
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Deficit
 
Shares
 
Amount
   
                                                                                 
Balance, December 31, 2013
  97,325   $ 10   39,442   $ 4   -   $ -   -   $ -   -   $ -   $ 4,165,890   $ (6,904,318 ) (4 ) $ -   $ (2,738,414 )
                                                                                 
Sale of common and preferred stock
  33,333     3   -     -   -     -   26,667     3               (6 )   -   -     -     -  
Shares issued for fees and commissions for financing
  600     -   -                                         -     -   -     -     -  
Deferred  costs  related to  February 14, 2014 offering
  -     -   -     -   -     -   -     -   -     -     (260,696 )   -   -     -     (260,696 )
Exercise of Series A Preferred Stock
  27,778     3   (27,778 )   (2 ) -     -   -     -   -     -     (1 )   -   -     -     -  
Donation of common stock
  500     -   -     -   -     -   -     -   -     -     65,000     -   -     -     65,000  
Cashless exercise of warrants for 91,333 shares issued and or issuable
  74,131     8   -     -   -     -   -     -   -     -     12,379,760     -   -     -     12,379,768  
Conversion of Series C Preferred Stock
  6,667     1   -     -   -     -   (6,667 )   (1 )             -     -   -     -     -  
Purchase of common stock by officers
  8,333     1   -     -   -     -   -     -   -     -     249,999     -   -     -     250,000  
Shares issuable for anti-dilution protection
  160,093     16   -     -   -     -   -     -   -     -     (16 )   -   -     -     -  
Shares issuable to officers as compensation
  16,386     1   -     -   -     -   -     -   -     -     163,854     -   -     -     163,855  
Shares issuable for consulting services
  1,330     -   -     -   -     -   -     -   -     -     13,300     -   -     -     13,300  
Additional compensation recorded for Preferred Convertible Series B Stock
  -     -   -     -   -     -   -     -   -     -     2,166,707     -   -     -     2,166,707  
                                                                                 
Net loss
  -     -   -     -   -     -   -     -   -     -     -     (12,618,567 ) -     -     (12,618,567 )
                                                                                 
Balance, December 31, 2014
  426,476   $ 43   11,664   $ 2   -   $ -   20,000   $ 2   -   $ -   $ 18,943,791   $ (19,522,885 ) (4 ) $ -   $ (579,047 )
                                                                                 
Extinguishment of Series B preferred stock and issuance of Preferred Convertible Series D Stock
  -     -   -     -   -     -   -     -   3,000     -     (3,420,804 )   3,420,804   -     -     -  
Shares issued for due dilligence fee
  64,000     6   -     -   -     -   -     -   -     -     639,994     -   -     -     640,000  
Shares issued for consulting services
  160     -   -     -   -     -   -     -   -     -     492     -   -     -     492  
Shares issued for anit-dilution protection
  1,249,611     125                                             (125 )                      
                                                                                 
Net (loss)
  -     -   -     -   -     -   -     -   -     -     -     (3,216,844 ) -     -     (3,216,844 )
                                                                                 
Balance, December 31, 2015
  1,740,247   $ 174   11,664   $ 2   -   $ -   20,000   $ 2   3,000   $ -   $ 16,163,348   $ (19,318,925 ) (4 ) $ -   $ (3,155,399 )
                                                                                 
(1) All periods presented have been retroactively adjusted to reflect the reverse stock split authorized in December 2015.
                 

 
F-6

BE ACTIVE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
Year Ended December 31,
 
   
2015
   
2014
 
             
 Cash flows from operating activities
           
   Net loss
  $ (3,216,844 )   $ (12,618,567 )
   Adjustments to reconcile net loss to net cash  (used in) operating activities:
               
       Depreciation and amortization
    6,685       4,317  
       Amortization of deferred financing costs and debt discount
    1,331,663       -  
       Stock granted for consulting services
    492       13,300  
       Forgiveness of debt income
    (25,555 )     (247,021 )
       Write-off of website costs
    -       (10,900 )
       Loss on issuance of convertible debt
    -       149,963  
       Increase in fair value of derivative liability
    578,756       8,755,391  
       Stock issued as charitable contribution
    -       65,000  
       Stock-based compensation  
    -       2,166,707  
       Stock bonus - officers, net of cash paid
    -       162,217  
       Changes in assets and liabilities:
    -          
       Decrease (increase) in escrow account
    12,500       (12,500 )
       Decrease (increase) in accounts receivable
    47,907       (44,726 )
       Decrease (increase) in loans receivable
    7,262       (7,262 )
       Decrease (increase) in inventory
    25,591       (105,733 )
       Decrease in prepaid expenses and other current assets
    2,587       91,800  
      (Decrease) increase in deferred rent
    (644 )     797  
      Website development cost
    -       (10,733 )
       Increase in accounts payable and accrued expenses
    335,153       56,888  
 Net cash (used in) operating activities
    (894,447 )     (1,591,062 )
                 
 Cash flows from financing activities
               
   Debt issuance costs paid
    -       (53,000 )
   Proceeds from private placements
    -       1,800,000  
   Costs of private placements
    (30,500 )     (260,696 )
   Proceeds from secured convertible notes payable
    750,000       425,000  
   Purchase of common stock by officers
    -       251,639  
   Increase (decrease) in due to officers/stockholders
    111,778       (73,193 )
 Net cash provided by financing activities
    831,278       2,089,750  
                 
Net (decrease) increase in cash and cash equivalents
    (63,169 )     498,688  
                 
 Cash and cash equivalents, beginning of year
    504,358       5,670  
 Cash and cash equivalents, end of year
  $ 441,189     $ 504,358  
                 
 Supplemental cash flow disclosures:
               
      Interest paid
  $ 655     $ 367  
      State minimum taxes and franchise fees paid
  $ 2,055     $ 2,350  
      Note payable issued as deferred cost
  $ 75,000     $ -  

 
F-7


1. ORGANIZATION AND OPERATIONS

Business Operations

On January 9, 2013, the Company, Be Active Acquisition Corp., the Company’s newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”) and Be Active Brands, Inc. (“Brands”), an entity incorporated in Delaware on March 10, 2009 and based in New York, entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”). Upon closing of the transaction under the Merger Agreement (the “Merger”), Acquisition Sub merged with and into Brands, with Brands as the surviving corporation, and became a wholly-owned subsidiary of the Company.

The Merger was accounted for as a reverse-merger and recapitalization with Brands as the acquirer for financial reporting purposes and the Company as the acquired company.  Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Merger are those of Brands and are recorded at the historical cost basis of Brands and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and Brands, and the historical operations of the Company and Brands from the closing date of the Merger.

The Company sells frozen yogurt and fudge bars to retailers with stores in New York, New Jersey, Connecticut, Massachusetts, Rhode Island and Vermont.  The Company intends to expand its regional growth to a national level and global presence in sales of premium quality low-fat, low calorie, low-carbohydrate, vitamin and probiotic enriched frozen yogurt and products under the brand name “Jala”.
 
2. GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred significant net losses since inception and at December 31, 2015, has an accumulated deficit of ($19,318,925) and stockholders’ deficit of ($3,155,399). The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating expenses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company through sales of its products in combination with equity and/or debt financing.  While as indicated in Note 8, the Company obtained approximately $425,000, $250,000 and $500,000 of gross proceeds from the debt offerings on December 31, 2014, September 21, 2015 and December 31, 2015, respectively, and currently has limited working capital necessary for sales and production, accordingly there can be no assurance that the Company can continue as a going concern.
 
The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 
F-8

 
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America.  All significant intercompany transactions and balances have been eliminated.

The financial statements reflect a 1 per 1,000 reverse stock split of all outstanding common and preferred stock, which was effective immediately prior to the completion of the December 2015 Securities Purchase Agreement (see Note 8).  All share and per share data reported and disclosed in the accompanying financial statements have been retroactively adjusted to give effect to the reverse stock split.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Some of the more significant estimates required to be made by management include the fair value of derivatives and other stockholders' equity based transactions.
 
Financial Instruments
 
The Company considers the carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses to approximate their fair values because of their relatively short maturities.  The fair value of convertible notes payable approximate their face value.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 – Unadjusted quoted prices in active markets that are accessible at measurement date for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and less observable from objective sources.

The Company’s derivative liabilities (see Note 9) are valued at each reporting period using level 3 inputs.

 
F-9

 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances at one financial institution.  The Company has not experienced any losses in such accounts.  Federal legislation provides for FDIC insurance of up to $250,000.

Accounts Receivable

Accounts receivable consist of amounts due from customers. The Company records an allowance for doubtful receivables, if necessary, to allow for any amounts which may be unrecoverable.  The allowance is based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2015 and 2014, no allowance for doubtful accounts was required.
 
Inventory

Inventory consists primarily of packaging, raw materials and finished goods held for distribution.  Inventory is stated at the lower of cost (first-in, first-out) or market.  In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand and the distribution channel, the estimated time to sell such inventory, remaining shelf life and the current expected market conditions.  Adjustments to reduce inventory to its net realizable value are charged to cost of goods sold.
 
Shipping and Handling Costs

The Company classifies shipping and handling costs as part of selling expense.  Shipping and handling costs were $18,927 and $ 3,267 for the years ended December 31, 2015 and 2014, respectively.
 
Debt Issue Cost
 
Debt issue costs related to costs incurred in connection with the issuance of convertible notes, and are being amortized on the straight-line method (which approximates the effective interest method) over the term of the respective notes payable.  Debt issuance costs are shown on the accompanying balance sheet net of accumulated amortization of $9,375 and $0 at December 31, 2015 and 2014, respectively.
 
Property and Equipment
 
Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method.
 
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are removed from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.

 
F-10

 
Derivative Liabilities

The Company’s derivative liabilities are related to the ratchet reset provisions of the Company’s warrants and convertible debt.  Such ratchet reset provisions prohibit the Company from concluding that the warrants are indexed to our own stock, and thus derivative accounting is appropriate.  For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period.  The Company uses the Black-Scholes Option-Pricing Model to value the derivative instruments of its’ outstanding stock warrants at inception and subsequent valuation dates and in accordance with Accounting Standards Codification (“ASC”) 815, and a binomial valuation model in connection with its’ convertible debt.
 
Revenue Recognition

Revenue is recognized, net of discounts, rebates, promotional adjustments, price adjustments, slotting fees and estimated returns, upon transfer of title and risk to the customer which occurs at shipping (F.O.B. terms). Upon shipment, the Company has no further performance obligations.

Share-Based Compensation

The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant, as subsequently adjusted for certain contingently issuable shares.  Common stock equivalents are valued using the Black-Scholes Option-Pricing Model using the known or equivalent market value of common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of common stock. Shares contingently issuable based on the future value of the Company’s stock and the common shares outstanding at a stated future date are periodically revalued at each balance sheet date based on the common shares currently outstanding and the current traded price per share.

Income Taxes
 
The Company provides for income taxes under FASB ASC 740 – Income Taxes, which requires the use of an assets and liabilities approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided when realization of deferred tax assets is not considered more likely than not.

The Company’s policy is to classify income tax assessments, if any, for interest in interest expense and for penalties in general and administrative expenses.

As of December 31, 2015, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements.
 
The Company’s income tax returns since 2012 are subject to examination by the tax authorities.
 
Advertising Costs

Advertising costs are expensed as incurred. Total advertising was $6,816 and $31,560 for the years ended December 31, 2015 and 2014, respectively.

 
F-11

 
Recent Accounting Pronouncements

    In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of the new pronouncement on its consolidated financial statements.
 
    In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs”.  ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements and the timing of adoption.

    In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance, "Revenue from Contracts with Customers." The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. Accordingly, the Company will adopt this standard in the first quarter of fiscal year 2018. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements.

   In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements-Going Concern". This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company's consolidated financial condition, results of operations, and cash flows.

   All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
 
4. INVENTORY

Inventory consists of the following:

   
December 31,