Bling Marketing Form S-1

(1)

Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Prospectus Dated December 20, 2013

Bling Marketing, Inc.

Up to a maximum of 1,000,000 common shares at $0.25 per common share.

We are registering 1,000,000 common shares at the purchase price of $0.25 per common share for an aggregate offering price of $250,000.

The offering will commence on the effective date of this prospectus and will terminate on or before April 30, 2014. In our sole discretion, we may terminate the offering before all of the common shares are sold.

There is no market for our securities. Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market. We intend to apply to be registered on the NASD Over-The-Counter Bulletin Board.

We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares. There is no minimum amount of common shares we must sell. As such, no funds raised from the sale of our common shares will go into escrow, trust or another similar arrangement.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced company reporting requirements.

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 IN THIS PROSPECTUS.

Neither the SEC nor any state securities commission has approved these common shares or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


Proceeds of the Offering
	Per Common Share	Total
Offering Price	$0.25	$250,000
Proceeds to registrant, before expenses	$0.25	$250,000

TABLE OF CONTENTS


		Page
Prospectus Summary		6
Risk Factors		8
Forward Looking Statements		14
Plan of Distribution		14
Description of Business		15
Use of Proceeds		20
Determination of Offering Price		21
Dilution		21
Dividend Policy		22
Management's Discussion and Analysis of Financial Condition and Results of Operations		22
Directors, Executive Officers, Promoters and Control Persons		25
Security Ownership of Certain Beneficial Owners and Management		29
Certain Relationships and Related Transactions		29
Description of Capital Stock		30
Shares Eligible for Future Sale		31
Disclosure of Commission Position on Indemnification for Securities Act liabilities		31
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		32
Market for Common Stock and Related Stockholder Matters		32
Experts		33
Legal Proceedings		34
Legal Matters		34
Where You Can Find More Information		34
Financial Statements		35

PROSPECTUS SUMMARY

To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 8 and the financial statements.

General

Bling marketing, Inc. was incorporated in the State of Nevada on October 30, 2013. Our principal executive offices are located at 150 West 46th Street, Suite 5R, New York, New York, 10036. Our telephone number is 855-307-2134.

Operations

Bling is a marketer and wholesaler of affordable jewelry in the United States. Since inception, we have been focusing on the development of our jewelry line. We will offer a large selection of jewelry styles, consistent product quality, and prompt delivery of product orders. Our principal product line is a wide assortment of pendants, and rings. Our jewelry generally retails between $99 and $200. We will offer over the latest styles of pendants, and rings.

Common Shares

Outstanding prior

to the Offering

3,000,000

Common Shares being

sold in this offering

1,000,000

Terms of Offering

This is a self-underwritten public offering with no minimum purchase requirement. Common shares will be offered on a best efforts basis and we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account. And funds raised from the offering will be immediately available to us for our immediate use.

Termination of the

Offering

The offering will commence on the effective date of this prospectus and will terminate on or before November 30, 2014. In management’s sole discretion, we may terminate the offering before all of the common shares are sold.

Market for our common

stock

Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on the NASD OTC BB.

Use of proceeds

We will use the proceeds of this offering to add personnel to expand our business and will add personnel as required. Should we be unable to raise at least $62,500, we would give priority to allocating capital to complete everything necessary to be ready to meet our SEC reporting requirements. Any remaining capital would be used to fund working capital needs, including the employment of additional personnel.

RISK FACTORS

Our business is subject to numerous risk factors, including the following.

We cannot offer any assurance as to our future financial results. We have received a going concern opinion from our auditors. You may lose your entire investment.

Our independent auditors have included in their audit report, included with this prospectus, an explanatory note regarding our ability to continue as a going concern. Since we have not commenced any business operations to date, have a working capital deficit and that we must secure additional financing to commence our business plan; these matters raise substantial doubt about our ability to continue as a going concern. To date, we have completed only the preliminary stages of our business plan, which includes the formation of our company and the identification of our plan of operation. We cannot assure you that we will be able to generate sufficient revenue to achieve profitability. At this current time, we cannot predict with assurance the potential success of our business. This increases the risk that we may not be able to continue as a going concern.

We have not commenced operations and, therefore, we are considered a "development stage" company. We have no meaningful historical data for an investor to evaluate. The revenue and income potential of our business and the market for online jewelry sales has not been proven. We will encounter risks and difficulties commonly faced by development stage companies in new and rapidly evolving markets. We intend to make significant investments in our infrastructure and website. As a result, we will have a net loss from operations and may not be able to reach or sustain profitability in the future. If we fail to become profitable, we will be forced to cease operations.

We do not have a public market in our securities. If our common stock has no active trading market, you may not be able to sell your common shares at all.

We do not have a public market for our common shares. Our securities are not traded on any exchange. We cannot assure you that an active public market will ever develop. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason.

We may need to raise additional funds in the future. These funds may not be available on acceptable terms or at all, and, without additional funds, we may not be able to maintain or expand our business.

Our operations require substantial funds to finance our operating expenses, to maintain and expand our marketing and sales capabilities and to cover public company costs. Without these funds, we may not be able to meet our goals.

We may seek additional funding through public or private financing or through collaborative arrangements with strategic partners. However, you should also be aware that in the future:

•

we cannot be certain that additional capital will be available on favorable terms, if at all;

•

any available additional financing may not be adequate to meet our goals; and

•

any equity financing would result in dilution to stockholders.

If we cannot raise additional funds when needed, or on acceptable terms, we may not be able to effectively execute our growth strategy (including entering the retail market), take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements. In addition, we may be required to scale back or discontinue expansion plans, or obtain funds through strategic alliances that may require us to relinquish certain rights.

We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation.

The liquidity of our common stock is restricted as Bling's common stock falls within the definition of a penny stock.

SEC regulations also require additional disclosure in connection with any trades involving a penny stock, including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities. In addition, few brokers or dealers are likely to undertake these compliance activities. Price fluctuations and the lack of a liquid market make trading in penny stocks a riskier investment.

These requirements may restrict the ability of broker/dealers to sell the company's common stock, and may affect the ability to resell the company's common stock.

We are dependent on Dena Kurland and key management personnel. The failure to attract and retain the necessary personnel could have a materially adverse effect on our business, operations and financial condition.

Our success is dependent upon, among other things, the services of Dena Kurland, chief executive officer. The loss of Ms. Kurland's services could have a material adverse effect on our business, operations and financial condition. We do not have key-man life insurance policy for Ms Kurland. Our CEO, Dena Kurland has held management positions within the jewelry industry for Two years.

The expansion of our business will place further demands on existing management and future growth. Profitability will depend, in part, on our ability to hire and retain the necessary personnel to operate our business. There is no certainty that we will be able to identify, attract, hire, train, retain and motivate other highly skilled technical, administrative, managerial, marketing and customer service personnel. Competition for such personnel are intense and there is no certainty that we will be able to successfully attract, integrate or retain sufficiently qualified personnel. The failure to attract and retain the necessary personnel could have a materially adverse effect on our business, operations and financial condition.

Our success may depend on the ability of our wholesalers and distributors to implement viable marketing initiatives.

We will offer the majority of our products through distributors and small retailers. Our success is dependent upon the ability of these distributors to implement viable marketing initiatives. Many of these distributors may carry products from several different companies. There is a risk that these distributors will give priority to the products of other suppliers. The reduction or loss in sales by one or more of our distributors, or the inability to attract new distributors, could have a material adverse effect on our business.

As most jewelry purchases are discretionary in nature, a down turn in general economic conditions may cause our revenues to decline.

Jewelry purchases are discretionary for consumers and may be particularly affected by adverse trends in the general economy. The success of our operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions that affect disposable consumer income such as: employment; wages and salaries; business conditions; interest rates; availability of credit; and taxation for the economy as a whole and in regional and local markets where we operate. There can be no assurance that consumer spending will not be adversely affected by general economic conditions and negatively impact our results of operations or financial conditions. Any significant deterioration in general economic conditions or increases in interest rates may inhibit consumers' use of credit and cause a material

adverse affect on our net sales and profitability. Furthermore, any downturn in general or local economic conditions in the markets in which we operate could materially adversely affect our collection of outstanding customer accounts receivables.

If we are unable to anticipate consumer preferences, we may not become profitable.

Our success depends upon our ability to anticipate and respond to changing consumer preferences in a timely manner. Any failure by us to identify and respond to changing consumer tastes could hurt our sales. If we misjudge the market for our products, we may be faced with unsold inventory.

Most of our sales are of products that include gold, precious metals and other commodities, and fluctuations in the availability and pricing of commodities would adversely impact our ability to obtain products at favorable prices.

The jewelry industry generally is affected by fluctuations in the price and supply of diamonds, gold, and, to a lesser extent, other precious and semi-precious metals and stones. A significant increase in the price of gold could increase our costs beyond the amount that we are able to pass on to our customers, which would adversely affect our sales and profitability. Although we generally attempt to pass increased commodity prices to our customers, there may be circumstances in which we are not able to do so, which would adversely affect our sales, margins and customer relations.

Furthermore, the value of our inventory may be affected by commodity prices. We record the value of our inventory at the lower of our cost (using the first-in, first-out method) or market value. As a result, decreases in the market value of precious metals such as gold would result in a lower stated value of our inventory, which may require us to take a charge for the decrease in the value of our inventory.

We may not be able to compete in the highly competitive jewelry industry and may never become profitable.

The jewelry industry is highly competitive. We compete with a large number of established jewelry manufacturers and importers that have significantly greater experience than us in designing, developing, marketing and distributing such products, and who have significantly

Greater financial, distribution, advertising and marketing resources than we do. Increased competitive pressures from current and future competitors could have a material adverse effect on our business.

We do not have any written agreements with our jewelry designers and manufacturing personnel. We may not be able to retain their services.

Our jewelry designers and manufacturing personnel are paid on a piecework basis. We have not entered into any written agreements. We cannot assure you that we will be able to retain their services in the future. As a result, the cost of obtaining similar quality services may negatively effect our operations if our relationship with any of these individuals ceases. Additionally, we may not be able to find qualified designers or manufacturing personnel to replace these individuals.

Delays in prompt payments from our customers or disputes may adversely affect our business.

We are and will be dependent upon reasonably prompt payments from our customers to include large commercial businesses, government bodies and other contracted parties. Delays or disputes may materially affect our cash flow and place our operations in substantial jeopardy. We are not certain we can obtain bank lines of credit for financing receivables, if needed, or that the terms of such credit would be reasonable or affordable.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our results of operations.

As a public company, we will incur legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules implemented by the Securities and Exchange Commission and other applicable securities or exchange-related rules and regulations. In addition, our management team will also have to adapt to the requirements of being a public company. We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management’s attention from other business concerns, our results of operations could be adversely affected.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.

We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

FORWARD LOOKING STATEMENTS

The statements contained in this prospectus that are not historical fact are forward-looking statements which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We have made the forward-looking statements with management’s best estimates prepared in good faith.

Because of the number and range of the assumptions underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this prospectus.

These forward-looking statements are based on current expectations, and we will not update this information other than required by law. Therefore, the actual experience of the registrant, and results achieved during the period covered by any particular projections and other forward-looking statements should not be regarded as a representation by the registrant, or any other person, that we will realize these estimates and projections, and actual results may vary materially. We cannot assure you that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

PLAN OF DISTRIBUTION

This prospectus relates to the sale of 1,000,000 common shares by the registrant.

There is no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to be eligible for trading on the over-the-counter market. We do not yet have a market maker who has agreed to file such application.

The Offering

We intend to sell the 1,000,000 common shares ourselves and do not intend to use underwriters or pay any commissions for these sales. We will be selling our common shares using the best efforts of our officers and directors.. No officer or director will receive any compensation for sales made.

In accordance with Rule 3(a)(4)(ii) of the Securities Exchange Act of 1934, our officers and directors primarily perform substantial duties on behalf of the issuer that have no connection to securities transactions.

None of our officers or directors are a broker or dealer or and associated person of a broker or dealer, nor have they been within the preceding 12 months. They will not participate in selling an offering of securities for any issuer more than once every twelve months other than in reliance on Rule 3(a)(4)(i) and (iii).

There is no plan or arrangement to enter into any contracts or agreements to sell the common shares with a broker or dealer. Our officers and directors will sell the common shares and intend to offer them to friends, family members and business acquaintances.

There is no minimum amount of common shares we must sell so no money raised from the sale of our common shares will go into escrow, trust or another similar arrangement.

Penny Stock

Under the rules of the Securities and Exchange Commission, our common stock will come within the definition of a “penny stock” because the price of our common stock on the OTC Bulletin Board is below $5.00 per share. As a result, our common stock will be subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

- Make a suitability determination prior to selling penny stock to the purchaser;

- Receive the purchaser’s written consent to the transaction; and

- Provide certain written disclosures to the purchaser.

DESCRIPTION OF BUSINESS

Overview

Bling is a marketer of affordable jewelry in the United States. Since inception, we have been focusing on developing our jewelry line.

We began working with manufacturers to put together our jewelry line since the beginning of October, 2013. We currently have one sales rep that will be marketing our products.

Business Strategy

Our current business model calls for the implementation of the following strategies:

- Maintain a Broad Product Mix – We will maintain a broad product mix so that we can meet the varying needs of potential customers. This also enables us to supply each customer with a number of different styles of each product, which jewelry wholesaler and retailers generally like to have in stock. We currently will offer different styles of earrings, pendants, and rings.

We will provide earrings and other jewelry products that incorporate traditional styles and designs. While we will regularly update our product lines and offer new products, we seek to avoid designs incorporating fashion trends that are expected to have short life cycles. This approach enables us to avoid accumulating obsolete inventory

- Marketing of our product lines - Our marketing strategy is to increase brand recognition of the Bling name. This includes advertising in consumer magazines daily newspapers, online publications and vertical outlets.

For the next six months, we shall only concentrate on the marketing of our products through our sales rep. Other business activities will only be pursued if we raise at least $25,000 and/or when we begin to generate a positive cash flow, if ever. The cost of expanding our product line is on a piecemeal basis and is yet to be determined.

Our Products - Principal product line.

Our principal product line will be a wide assortment of earrings, pendants, and rings.

We will also offer earrings and pendants to match some of our rings so that the products can be sold as a set.

We will regularly update our product lines and offer new products. We will be working closely with our suppliers to bring new products to market on a regular basis.

The principal goal of our marketing program is to maximize the perceived value of our products and enhance the appearance of the jewelry without causing corresponding increases in product costs. We are seeking products that are of basic styles, but attractive enough to encourage moderately priced impulse purchases.

Pricing

The prices for our jewelry are determined on an individual piece-by- piece basis depending on the Gram Dwt. of the design and if there are any stones set in to the different items.

Our prices are generally set based upon the cost of the precious metals, the cost of the contract craftsperson's labor, and thereafter a general mark-up. We currently fix the metal price on the date of shipping. As orders increase, we intend to lessen the risk of market fluctuations in the price of gold by either using the price we pay for the gold to determine the prices we charge to our customers for finished products incorporating the gold or by maintaining appropriate forward contracts for the purchase of gold which protects us against fluctuations in the price of gold between the order date and the date of sale. Our jewelry generally retails between $100 to $200.

Suppliers

We purchase our jewelry from a variety of suppliers and we do not believe the loss of any of the suppliers would have a material effect on our business. Alternative sources of jewelry suppliers are available.

We have no continuing contracts with any of our suppliers and our relationship with them may be terminated by either party at any time. We are not dependent upon any particular supplier .We have not encountered and do not envisage in the future, any difficulty in obtaining sufficient product for our needs.

Marketing

Our marketing strategy is to increase brand recognition of the Bling name. We intend to market and sell our jewelry primarily through our in-house sales and marketing team , through direct presentations at customer's locations, through the use of catalogues and trade show exhibitions and other advertising media. This includes advertising in consumer magazines, and online publications.

Competition

The jewelry industry is highly competitive, both in the United States and on a global basis. Bling encounters competition primarily from manufacturers with national and international distribution capabilities and, to a lesser extent, from small regional suppliers of jewelry. Our competitors include domestic and foreign jewelry manufacturers, wholesalers, and importers who may operate on a national, regional, and local scale.

The principal competitive factors in the industry are price, quality, and design and customer service. The recent trend towards consolidation at the retail level in the jewelry industry and low labor costs outside of the United States may increase the level of competition facing Bling.

Product availability and the ability to offer consistent product quality at competitive prices tend to be the key competitive factors to the customer segments that we serve. Some of our competitors may specialize in sales to particular distribution channels and may have relationships with customers in those distribution channels that make competition by us more difficult. We believe that the recent trend towards consolidation at the retail level in the jewelry industry will increase the level of competition in the markets in which we compete.

We believe that the principal competitive factors in our market include:

service functionality, quality and performance;

ease of use, reliability, scalability and security of services; customer service and support;

establishing a significant base of customers and distribution partners;

ability to introduce new services to the market in a timely manner;

ability to integrate with third-party offerings and services; and

pricing.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, and other resources and greater name recognition than we have. Our current and future competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements. Some of these competitors have dominant positions in other markets and may seek to leverage those positions to expand their presence, which may make it more difficult for others to compete. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with third parties and with each other to increase the availability of their products and services to the marketplace.

Competitors may introduce products or services that have better capabilities or performance, lower prices, or broader distribution or market acceptance, which could cause us to lose customers, lose revenue and earnings, lose market share or require us to increase expenses or reduce the price of our services, any of which could harm our business and operating results.

Distribution

We ship our products in bulk to our wholesale distributors. We will provide additional services to certain customers to meet their specific marketing needs, such as tagging, boxing.

We will reduce gross sales by the amount of returns and discounts to determine net sales each month. Each month we establish a reserve for returns based on our historical experience, the amount of gross sales and the customer base.

We have no contracts with any of our customers other than the orders for made-to-order products and our relationships with them may be terminated by either party at any time.

Seasonal Nature of Business

Wholesale purchases of jewelry are generally weighted to the third quarter. While our sales are subject to seasonal fluctuations, these fluctuations should be mitigated to a degree by the early placement of orders, particularly for the Christmas holiday season. For most manufacturers, these sales patterns reflect a business that tends to fall one-third in the first half of the year with the remaining two- thirds in the second half of the year.

Patents, Trademarks, Intellectual Property, and Proprietary Protection

Bling does not own or license any patents, trademarks, or service marks that are material to our business.

Insurance

We maintain primary all-risk insurance, with coverage in excess of our current inventory levels (including consigned gold), to cover thefts and damage to inventory located on our premises and insurance on Bling goods in transit. We also maintain insurance covering theft and damage to inventory at our suppliers' locations. The amount of coverage available under such policies is limited and may vary by location, but generally is in excess of the value of the gold held by a particular supplier. Additional insurance coverage is provided by some of Bling's suppliers. We also maintain fidelity insurance, which is insurance providing coverage against theft or embezzlement by our employees.

Environmental Matters

Bling believes it is in material compliance with all relevant federal, state, and local environmental regulations, and does not expect to incur any significant costs to maintain compliance with the regulations in the foreseeable future.

Extensive environmental laws and regulations and various other federal, state and local laws and regulations regarding health and safety matters affect our operations. Since our manufacturing operations routinely use materials regulated by the environmental laws we may incur material liabilities if any claims are brought against us in connection with these operations. We have an ongoing compliance program to ensure that our manufacturing processes are in compliance with environmental rules and regulations. We have taken steps to reduce the environmental risks associated with our operations and believe that we are currently in substantial compliance with all environmental laws.

Employees

We presently have one full-time employees and one part-time employee. Our jewelry designers will be paid on a piecework basis and our sales representatives are paid on a commission basis. There are no written agreements.

Properties

Our corporate offices are located at 150 west 46th Street, Suite 5R, New York, New York, 10036. Our telephone number is 855-307-2134. These offices consist of 400 square feet which are leased on a month to month basis for $500.00 per month. With the first 4 months free.

Reports to Security Holders

We will file the necessary quarterly and other reports with the Securities and Exchange Commission. Although we will not be required to deliver our annual or quarterly reports to security holders, we intend to forward this information to security holders upon receiving a written request to receive such information. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov that contains reports and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.

USE OF PROCEEDS

Any proceeds received from the sale of our common shares will be deposited directly into the operating account of Bling. We will be attempting to raise up to $250,000, minus expenses of $34,039, from the sale of our common shares. These proceeds will be used as follows:


	100%	75%	50%	25%
Gross Proceeds	$250,000	$187,500	$125,000	$62,500
Less Offering Expenses	(25,500)	(25,500)	(25,500)	(25,500)
Net Offering Proceeds	$224,500	$162,000	$99,500	$37,000

Sales and Marketing	$170,000	$110,000	$50,000	$15,000
Legal and Accounting	14,500	12,000	9,500	6,000
Working Capital	40,000	40,000	40,000	16,000
Net Proceeds	$224,500	$162,000	$99,500	$37,000

Our offering expenses are comprised of legal and accounting expenses. Our officers and directors will not receive any compensation for their efforts in selling our shares.

Working capital may also consist of income taxes, interest expense, jewelry sales commissions and administrative expenses

In the event we are not successful in selling all of the securities to raise at least $62,500, we would utilize any available funds raised the following order of priority:

- For general and administrative expenses, including legal and accounting fees and administrative support expenses incurred in connection with our reporting obligations with the SEC.

- For sales and marketing and

- For the purchase of equipment and hardware.

DETERMINATION OF OFFERING PRICE

Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. We are offering the common shares at a price of $0.25 per share. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. The price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.

The offering price was determined arbitrarily based on a determination by the board of directors of the price at which they believe investors would be willing to purchase the shares. Additional factors that were included in determining the offering price are the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering our lack of profitable operating history.

DILUTION

Upon the completion of the offering, there will be up to 4,000,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.

(1)

Based upon 3,000,000 outstanding common shares as of December 20, 2013.

(2)

Based upon 4,000,000 outstanding common shares, assuming 100% completion of the offering.

Change in Control

We are not aware of any arrangement that might result in a change in control of our company in the future.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Independence

We intend to quote our securities on the OTC Bulletin Board, which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Related Party Loan

At October 31, 2013, Dena Kurland, the chief executive officer and a director of the registrant, provided $714 in advances to the registrant for its working capital purposes. The loan is unsecured, bears no interest and is repayable on demand.

On October 31, 2013, the registrant issued 3,000,000 common shares to Dena Kurland, the chief executive officer and a director of the registrant, at a price of $0.0001 per share, for $300 cash.

DESCRIPTION OF CAPITAL STOCK

The following statements constitute brief summaries of Bling's certificate of incorporation and bylaws, as amended.

Common Shares

Bling's articles of incorporation authorize it to issue up to 25,000,000 common shares and no preferred shares, $0.0001 par value per common share.

Liquidation Rights

Upon liquidation or dissolution, each outstanding common share will be entitled to share equally in the assets of Bling legally available for distribution to shareholders after the payment of all debts and other liabilities.

Dividend Rights

There are no limitations or restrictions upon the rights of the board of directors to declare dividends out of any funds legally available therefore. Bling has not paid dividends to date and it is not anticipated that any dividends will be paid in the foreseeable future. The board of directors initially may follow a policy of retaining earnings, if any, to finance the future growth of Bling.

Accordingly, future dividends, if any, will depend upon, among other considerations, Bling's need for working capital and its financial conditions at the time.

Voting Rights

Holders of common shares of Bling are entitled to voting rights of one hundred percent. Holders may cast one vote for each share held at all shareholders meetings for all purposes.

Other Rights

Common shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purchase additional common shares. Common Shares do not have cumulative voting features. Our bylaws allow action to be taken by written consent rather than at a meeting of stockholders with the consent of the holders of a majority of shares entitled to vote.

Transfer Agent

Upon completion of the offering, Olde Monmouth Stock Transfer will act as Bling's transfer agent.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the date of this prospectus, there are 3,000,000 shares of our common stock outstanding of which no common shares may be freely traded without restriction.

Upon the effectiveness of this registration statement, up to an additional 1,000,000 common shares may be issued and will be eligible for immediate resale in the public market. The remaining common shares will be restricted within the meaning of Rule 144 under the Securities Act, and are subject to the resale provisions of Rule 144.

In general, under Rule 144, a person who has beneficially owned, for at least one year, shares of common stock that have not been registered under the Securities Act or that were acquired from an affiliate of Bling is entitled to sell within any three-month period the number of shares of common stock that does not exceed the greater of:

- one percent of the number of then outstanding shares of common stock, or

- the average weekly reported trading volume during the four calendar weeks preceding the sale.

Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker. A person who is not an affiliate of Bling under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least two years is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions. Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the two year holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares.

No predictions can be made of the effect, if any, that market sales of shares of common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of our common stock could adversely affect the prevailing market price of the common stock, as well as impair our ability to raise capital through the issuance of additional equity securities.

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer as provided in the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Item 5(a)

a) Market Information. Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange.

b) Holders. At December 20, 2013, there was one (1) shareholders of the registrant.

c) Dividends. Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on registrant's common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future.

d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.


Nevada	5094	46-3999052
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)


Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [x]


TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFER PRICE	AMOUNT OF REGISTRATION FEE
Common Stock (1)	1,000,000	$.25	$250,000	$32.20
Total	1,000,000	$.25	$250,000	$32.20


Funding Level	$250,000	$187,500	$125,000	$ 62,500

Offering price	$ 0.25	$ 0.25	$ 0.25	$ 0.25
Net tangible book value per common share before offering	$ 0.0002	$ 0.0002	$ 0.0002	$ 0.0002
Increase/ Decrease per common share attributable to investors	$ 0.06	$ 0.04	$ 0.03	$ 0.01
Pro forma net tangible book value per common share after	$ 0.06	$ 0.04	$ 0.03	$ 0.01
Dilution to investors	$ 0.19	$ 0.21	$ 0.22	$ 0.24
Dilution as a percentage of offering price	76%	84%	88%	96%


Milestone	Timeline	Estimated Cost
Establish a jewelry product line	1-3 months	$5,000 to $10,000
Execute our marketing strategy to enhance customer awareness of our brand	3-12 months	$15,000 to $170,000
Expand distribution channels	6-9 months	$20,000 to $30,000


Name	Age	Positions Held	Term of Office
Dena Kurland	23	CEO, Director	Inception to Present
150 West 46^th Street, Suite 5R
New York, NY 10036

Emily Mase-Rosenblum	23	Secretary	Inception to Present
150 West 46^th Street, Suite 5R
New York, NY 10036


Name and Address	Amount	Percentage (1)	Percentage After Offering (2)
Dena Kurland	3,000,000	100%	75%

Emily Mase-Rosenblum	0	0%	0%

Officers and Directors
As a group (2 person)	3,000,000	100%	75%


Plan Category	Number of Securities Issued upon Exercise of Outstanding Options	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights	Number of Securities Remaining Available for Future Issuance
Equity Compensation Plans Approved by Security Holders	n/a	n/a	n/a
Equity Compensation Plans Not Approved by Security Holders	n/a	n/a	n/a
Total	n/a	n/a	n/a


ASSETS	October 31, 2013
	$
Current Assets:
Cash and cash equivalents	500

TOTAL ASSETS	500



LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued expenses	325
Short-term borrowings from related party	714

Total liabilities	1,039

Stockholders’ Deficit
Common stock, $0.0001 par value, 25,000,000 shares authorized; 3,000,000 shares issued and outstanding as of October 31, 2013	300

Accumulated deficit during development stage	(839)

Total Stockholders’ Deficit	(539)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	500


	Period from October 30, 2013 (Inception) to October 31, 2013
	$

Sales :	-

Operating expenses
- Other costs	325
- Professional fees – Setup costs	514
Total operating expenses	(839)

Net loss	(839)

Loss per share - basic and diluted:

Net loss per common share	-

Weighted average number of common shares outstanding	1,500,000


	Common Stock		Accumulated Deficit During Development Stage	Total Stockholders’ Deficit
	Shares	Amount
		$	$	$

Inception (October 30, 2013)	-	-	-	-

Common stock issued for cash at $0.0001 per share	3,000,000	300	-	300

Loss for the period	-	-	(839)	(839)

Balance at October 31, 2013	3,000,000	300	(839)	(539)


	Period from October 30, 2013 (Inception) to October 31, 2013
	$
Cash Flows from Operating Activities

Net loss	(839)

Changes in operating assets and liabilities:
Short-term borrowings	514
Accounts payable and accrued expenses	325
*Net cash used in operating activities*	-


Cash Flows from Investing Activities	-


Cash Flows from Financing Activities
Proceeds from issuance of common stock	300
Proceeds from short-term borrowings	200
*Net cash provided by financing activities*	500


Increase in cash and cash equivalents	500

Cash and cash equivalents at beginning of the period	-

Cash and cash equivalents at end of the period	500


	October 31
	2013
	$

Loans from related party	714

The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.


The provision (benefit) for income taxes for the period ended October 31, 2013 was as follows (assuming a 15% effective tax rate):
	October 31
	2013
	$
Current Tax Provision
Federal-
Taxable income
Total current tax provision	-
	-

Deferred Tax Provision
Federal-
Loss carry forwards	126
Change in valuation allowance	(126)
Total deferred tax provision	-

The Company had deferred income tax assets as of October 31, 2013 as follows:

Loss carry forwards	126
Less - Valuation allowance	(126)
	-

The Company provided a valuation allowance equal to the deferred income tax assets for period ended October 31, 2013 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of October 31, 2013, the Company had approximately $839 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2033.

The Corporation did not identify any material uncertain tax positions. The Corporation did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the Corporation are subject to examination by the IRS, generally for three years after they are filed.


	Fair Value at October 31, 2013
	Level 1	Level 2	Level 3	Total
	$	$	$	$

Cash and cash equivalents	500	-	-	500
Total financial assets carried at fair value	500	-	-	500


SEC Registration Fee		$ 32.20
Printing and Engraving Expenses		1,500.00
Legal Fees and Expenses		16,500.00
Accounting Fees and Expenses		4,000.00
Miscellaneous		3,467.80
TOTAL		$25,500.00


	October 31
	2013
	$
Balance sheet:
Short term borrowings – Director’s loan	714