8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 15, 2013

BOLDFACE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-148722	02-0811868
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1309 Pico Blvd. Suite A Santa Monica, CA (Address of Principal Executive Offices)   90405 (Zip Code)

Registrant’s telephone number, including area code:  (310) 450-4501

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On October 15, 2013, BOLDFACE Group, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the three months and year ended June 30, 2013.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2013, Victor Azrak, a member of the Board of Directors of the Company (the “Board of Directors”), informed the Company that he would be resigning as a member of the Board of Directors effective immediately in light of time constraints imposed by other business commitments. Mr. Azrak provided invaluable guidance and support to the Company during its critical first year of operations.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No. Description

99.1  Press Release of BOLDFACE Group, Inc. dated October 15, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, BOLDFACE Group, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOLDFACE GROUP, INC.

 /s/ Ashumi Shippee

Ashumi Shippee

Chief Financial Officer

Dated: October 21, 2013

EXHIBIT INDEX

Exhibit No. Description

99.1  Press Release of BOLDFACE Group, Inc. dated October 15, 2013.

EX-99.1

Exhibit 99.1

 

BOLDFACE Group, Inc. Announces Fiscal Year 2013 Financial Results

Santa Monica, Calif., October 15, 2013 - BOLDFACE Group, Inc. (OTCQB: BLBK), a celebrity beauty licensing company (the “Company”) founded by beauty industry veterans focused on top tier entertainment and designer brands for opportunities in the beauty, fragrance and personal care markets, is pleased to update its shareholders on the Company’s financial results and highlights for its fiscal year ended June 30, 2013. During its first year of operations, the Company achieved gross revenues of $6.7 million after a successful introduction of Kardashian Beauty™ in U.S. retailers including CVS, Ulta Beauty, Ricky’s NYC, Duane Reade, Fred Meyer and Meijer.

Highlights for the fiscal year ended June 30, 2013 include:

·   Gross revenues of $6.7 million and net revenues of $5.3 million, compared to the Company having no revenues in the prior period ended June 30, 2012.

·   Gross profit of $2.0 million for the fiscal year or 38% of net revenues, including $0.4 million of inventory reserves for write-offs.

·   GAAP net loss was $(5.3) million or $(0.06) per fully diluted share for the fiscal year, including $0.6 million in stock-based compensation expense, and non-operating expenses / (gains) including $(5.4) million for derivative liability gains and $2.1 million for loss from extinguishment of debt that were incurred during the period.

·   During fiscal year, the Company raised $7.4 million in equity and convertible debentures. Additionally, the Company also secured a factoring line to finance its accounts receivable and fund inventory commitments.

·   The acquisition of the Mario Lopez fragrance license and the UGLYDOLL™ personal care / bath and body license.

·   Securing U.S. distribution in over 5,300 points of distribution with major retailers including CVS, Ulta Beauty, Duane Reade, Ricky’s NYC, Fred Meyer, Meijer and Beauty.com for Kardashian Beauty™.

·   Securing a distributor for the European Union and the Middle East for Kardashian Beauty™.

“Despite a period of time where the Company did not ship goods due to the name change from Khroma Beauty by Kourtney, Kim and Khloe to Kardashian Beauty™, we are proud to turn in a first year revenue of $6.7 million,” said CEO Nicole Osotya.

“We are looking to the future and the future is bright,” continued Ostoya. “We have just shipped out the new Kardashian Beauty products as well as our new Kardashian Beauty™ holiday items to our retail partners.  The Kardashian Beauty™ fans love the products and we are thrilled with the feedback. We have also recently announced several new international markets and international retail partners.  As we look to the future we anticipate that the demand for this brand will grow. Additionally, UGLYDOLL™ will start being presented in market this month and we could not be more proud of the “naturally Ugly” brand we have created for children ages 8-15.  Not only can parents feel confident using our products for their safe qualities, UGLYDOLL focuses as a brand on being beautiful inside which is a message we want to foster.”

About BOLDFACE

BOLDFACE is a Santa Monica, California based celebrity beauty licensing company founded by beauty industry veteransNicole Ostoya and Robin Coe-Hutshing. BOLDFACE sells the cosmetics and beauty products under the Kardashian Beauty™ brand, and will sell fragrance and men’s grooming products by Mario Lopez and beauty and personal care products by UGLYDOLL™. Please visit www.boldfacegroup.com for further information.

Safe Harbor Statement

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the availability of additional funding; and the Company’s business, product development, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in the Company’s filings with the United States Securities and Exchange Commission, including the Company’s Current Reports on Form 8-K. The Company does not undertake to update these forward-looking statements.

SOURCE: BOLDFACE Group, Inc.

Website: http://www.boldfacegroup.com  

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