BLBK / BOLDFACE Group, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

BLBK / BOLDFACE Group, Inc. / KCG AMERICAS LLC - SC 13G/A BLBK 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 2) BOLDFACE Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09751V202 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

BLBK / BOLDFACE Group, Inc. / KCG AMERICAS LLC - SC 13G/A BLBK Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) BOLDFACE Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09751V202 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

BLBK / BOLDFACE Group, Inc. / KCG AMERICAS LLC - SC 13G BLBK Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 BOLDFACE Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09751V202 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Financial Statements and Exhibits, Bankruptcy or Receivership

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): September 3, 2014 BOLDFACE GROUP, INC.

EX-99.1

Exhibit 99.1

SECURED PROMISSORY NOTE

Exhibit 4.6 SECURED PROMISSORY NOTE $170,000 August 5, 2014 FOR VALUE RECEIVED, Boldface Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of One Hundred Seventy Th

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): August 28, 2014 BOLDFACE GROUP, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): August 26, 2014 BOLDFACE GROUP, INC.

SECURED 8% PROMISSORY NOTE

Exhibit 4.4 SECURED 8% PROMISSORY NOTE $30,000 July 17, 2014 FOR VALUE RECEIVED, Boldface Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of Thirty Thousand Dolla

SECURED PROMISSORY NOTE

Exhibit 4.5 SECURED PROMISSORY NOTE $220,000 August 1, 2014 FOR VALUE RECEIVED, Boldface Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of Two Hundred Twenty Tho

SECURED 8% PROMISSORY NOTE

Exhibit 4.1 SECURED 8% PROMISSORY NOTE $480,000 August 27, 2014 FOR VALUE RECEIVED, Boldface Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of Four Hundred and E

SECURED 8% PROMISSORY NOTE

Exhibit 4.1 SECURED 8% PROMISSORY NOTE $309,000 August 15, 2014 FOR VALUE RECEIVED, Boldface Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of Three Hundred Thou

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 15, 2014 BOLDFACE GROUP, INC.

SECURED PROMISSORY NOTE

Exhibit 4.1 SECURED PROMISSORY NOTE $460,000 August 8, 2014 FOR VALUE RECEIVED, Boldface Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of Four Hundred Sixty Tho

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 8, 2014 BOLDFACE GROUP, INC.

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of July 3, 2014 (this “Agreement”), is among Boldface Group, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures due July

AMENDMENT AGREEMENT NO. 1

Exhibit 10.4 AMENDMENT AGREEMENT NO. 1 This AMENDMENT AGREEMENT (this “Agreement”), dated as of July 9, 2014, is by and between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). Defined terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of July 3, 2014

SUBSIDIARY GUARANTEE

Exhibit 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of July 3, 2014 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 9, 2014 BOLDFACE GROUP, INC.

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE JULY 1, 2015 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured C

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2014, between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 30, 2014 BOLDFACE GROUP INC.

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-148722 BOLDFACE GROUP, INC.

Financial Statements and Exhibits, Other Events

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): June 2, 2014 BOLDFACE GROUP, INC.

Boldface Group Announces Resolution of Trademark Litigation

Exhibit 99.1 Boldface Group Announces Resolution of Trademark Litigation SANTA MONICA, California, June 6, 2014 - BOLDFACE Group, Inc. (OTCQB: BLBK), a celebrity beauty licensing company focused on top tier entertainment and designer brands for opportunities in the beauty, bath and fragrance markets, announced the resolution of its trademark litigation, which was previously reported in the Company

EX-3.1

Exhibit 3.1

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - CURRENT REPORT

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): May 16, 2014 BOLDFACE GROUP, INC.

Boldface Group Executes Reverse Stock Split 1:100 Conversion is Effective as of May 16, 2014 Remains Compliant with OTC Markets Listing

Exhibit 99.1 Boldface Group Executes Reverse Stock Split 1:100 Conversion is Effective as of May 16, 2014 Remains Compliant with OTC Markets Listing Santa Monica, CA - (PR Newswire) – May 16, 2014 – BOLDFACE Group, Inc. (QTCQB: BLBK; the “Company”), a celebrity beauty licensing company focused on top tier entertainment and designer brands for opportunities in the beauty, bath and fragrance markets

- NOTIFICATION OF LATE FILING

SEC FILE NUMBER 333-148722 CUSIP NUMBER 9751V 202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

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): April 25, 2014 BOLDFACE GROUP, INC.

Boldface Group Announces Successful Completion of $1.0 Million Bridge Financing from Hillair Capital Investments and Restructuring of 2013 Convertible Notes

Exhibit 99.1 Boldface Group Announces Successful Completion of $1.0 Million Bridge Financing from Hillair Capital Investments and Restructuring of 2013 Convertible Notes SANTA MONICA, California, April 2, 2014 - BOLDFACE Group, Inc. (OTCQB: BLBK), a celebrity beauty licensing company focused on top tier entertainment and designer brands for opportunities in the beauty, bath and fragrance markets,

8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 1, 2015

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 27, 2014 BOLDFACE GROUP, INC.

SUBSIDIARY GUARANTEE

Exhibit 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 27, 2014 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of th

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2014, between Boldface Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

SECURITIES EXCHANGE AGREEMENT

Exhibit 10.4 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 27, 2014, is entered into by and among Boldface Group, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). WHEREAS, pursuant to a Securities Purchase Agreement dated June 20, 2013, among the Company and the

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 27, 2014 (this “Agreement”), is among Boldface Group, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Original Issue Discount Convertible Debentures due August 1,

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

BOLDFACE Group Announces New CEO John LaBonty, Industry Veteran and Former Smashbox Cosmetics Executive

Exhibit 99.1 BOLDFACE Group Announces New CEO John LaBonty, Industry Veteran and Former Smashbox Cosmetics Executive SANTA MONICA, California, March 25, 2014 /CNW/ - BOLDFACE Group, Inc. (OTCQB: BLBK), a celebrity beauty licensing company focused on top tier entertainment and designer brands for opportunities in the beauty, home and fragrance market, announced the appointment of Mr. John LaBonty a

Financial Statements and Exhibits

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): March 21, 2014 BOLDFACE GROUP, INC.

[Missing Graphic Reference] Employment Agreement

Exhibit 10.1 [Missing Graphic Reference] Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of March 21st, 2014 (the “Effective Date”), by and between John C. Labonty, Jr. (the “Executive”) and Boldface Group, Inc., a Nevada corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and W

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-148722 BOLDFACE GROUP, INC.

Other Events - CURRENT REPORT

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): December 11, 2013 BOLDFACE GROUP, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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): November 20, 2013 BOLDFACE GROUP, INC.

BOLDFACE Group, Inc. Announces First Quarter 2014 Financial Results and Successful Launch of Kardashian Beauty™ Products in Australia

Exhibit 99.1 BOLDFACE Group, Inc. Announces First Quarter 2014 Financial Results and Successful Launch of Kardashian Beauty™ Products in Australia Santa Monica, CA, November 20, 2013 - BOLDFACE Group, Inc. (OTCQB: BLBK), a celebrity beauty licensing and branding company (“BOLDFACE” or the “Company”) founded by beauty industry veterans focused on top tier entertainment and designer brands for oppor

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-148722 BOLDFACE GROUP, INC.

- QUARTERLY REPORT

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Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 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): November 8, 2013 BOLDFACE GROUP, INC.

November 14, 2013

Exhibit 16.1 November 14, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 File Number 333-148722 Dear Sirs/Madams: We have read Item 4.01 of BOLDFACE Group, Inc.’s Form 8-K dated November 14, 2013 and we agree with the statements made concerning our firm. Yours truly, /s/ Friedman LLP

BOLDFACE Group, Inc. Announces Fiscal Year 2013 Financial Results

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 shareh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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.

- NOTIFICATION OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response .

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (Date of earliest event reported): August 29, 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) (IRS Employ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (Date of earliest event reported): August 14, 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) (IRS Employ

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC. Warrant Shares: ________________ Initial Exercise Date: June 20, 2013

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

BOLDFACE Group Completes $1.5 Million Financing Led by an Institutional Investor and Removes 12% Secured Convertible Notes and Related Warrant Overhang

Exhibit 99.1 BOLDFACE Group Completes $1.5 Million Financing Led by an Institutional Investor and Removes 12% Secured Convertible Notes and Related Warrant Overhang SANTA MONICA, Calif., June 26, 2013 - BOLDFACE Group, Inc. (OTCQB: BLBK), a celebrity beauty licensing company (the “Company” or “Boldface”) focused on top tier entertainment and designer brands for opportunities in the beauty, home an

8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2014

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2013, between Boldface Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 20, 2013 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

SUBSIDIARY GUARANTEE

Exhibit 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of June 20, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 20, 2013 (this “Agreement”), is among Boldface Group, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Original Issue Discount Convertible Debentures due December 1,

Regulation FD Disclosure - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 9, 2013 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp

- 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 02-0811868 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1309 Pico Blvd, Suite A, San

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 8, 2013 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

BOLDFACE Group adds Victor Azrak to the Board of Directors, Closes Additional Financing

Exhibit 99.1 BOLDFACE Group adds Victor Azrak to the Board of Directors, Closes Additional Financing SANTA MONICA, Calif., April 12, 2013 - BOLDFACE Group, Inc. (OTCBB: BLBK), a celebrity beauty licensing company (the “Company” or “Boldface”) founded by beauty industry veterans focused on top tier celebrity and designer brands to create product opportunities in the beauty, home and fragrance marke

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Exhibit 4.2 Warrant Certificate No. [] – [] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

[Signature page follows]

Exhibit 10.4 GUARANTY This Guaranty (the “Guaranty”) is made this 8th day of April, 2013, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of the secured parties listed on the signature pages hereof (together with its successors, assigns, endorsees and transferees). RECITALS WHEREAS, pursuan

SECURITIES PURCHASE AGREEMENT Units comprised of Secured Convertible Notes and Warrants

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Units comprised of Secured Convertible Notes and Warrants This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2012, between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the Omnibus Signature Pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, th

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 8, 2013, and effective as of December 21, 2012 between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS: WHEREAS, the Company

BOLDFACE GROUP, INC. 12% SECURED CONVERTIBLE NOTE

Exhibit 4.1 NEITHER THE ISSUANCE NOR THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

SECURITY AGREEMENT

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT (“Agreement”) is made and entered into as of April 8, 2013, by and among BOLDFACE Group, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), the secured parties listed on the signature pages hereof and Gottbetter & Partners, LLP, in i

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Exhibit 4.3 Warrant Certificate No. [] – [] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

BOLDFACE GROUP, INC. 12% SECURED CONVERTIBLE NOTE

Exhibit 4.1 NEITHER THE ISSUANCE NOR THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Exhibit 4.3 Warrant Certificate No. [] – [] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Exhibit 4.2 Warrant Certificate No. [] – [] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 28, 2013 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 11, 2013 BOLDFACE Group, Inc. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction (Commission File (I.R.S. Employer

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 26, 2013 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission F

BOLDFACE Group, Inc. Updates Shareholders on its Financial Results and Highlights for its Second Quarter and Six Months Ended December 31, 2012

BOLDFACE Group, Inc. Updates Shareholders on its Financial Results and Highlights for its Second Quarter and Six Months Ended December 31, 2012 Santa Monica, Calif., Feb. 26, 2013 - BOLDFACE Group, Inc. (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

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Warrant Certificate No. [] – [] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.

Warrant Certificate No. [] – [] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

SECURITIES PURCHASE AGREEMENT Units comprised of Secured Convertible Notes and Warrants

SECURITIES PURCHASE AGREEMENT Units comprised of Secured Convertible Notes and Warrants This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2012, between BOLDFACE Group, Inc.

SECURITY AGREEMENT

SECURITY AGREEMENT This SECURITY AGREEMENT (“Agreement”) is made and entered into as of December 21, 2012, by and among BOLDFACE Group, Inc.

[Signature page follows]

GUARANTY This Guaranty (the “Guaranty”) is made this 21st day of December, 2012, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of the secured parties listed on the signature pages hereof (together with its successors, assigns, endorsees and transferees).

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 21, 2012 between BOLDFACE Group, Inc.

SUBSCRIPTION ESCROW AGREEMENT

SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (this “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the corporation identified on Schedule 1 (as applicable) (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 21, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) (I

BOLDFACE Group, Inc. Closes a $2 Million Financing

BOLDFACE Group, Inc. Closes a $2 Million Financing SANTA MONICA, Calif., Dec. 27, 2012 /PRNewswire/ — BOLDFACE Group, Inc. (BLBK), a Santa Monica, California based celebrity beauty licensing company founded by beauty industry veterans focused on top tier entertainment and designer opportunities in the market, including the “Khroma Beauty by Kourtney, Kim and Khloé Kardashian” brand (the “Company”)

[FORM OF SECURED CONVERTIBLE NOTE]

EX-4.1 2 v331055ex4-1.htm EXHIBIT 4.1 [FORM OF SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE NOR THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I

VALIDITY GUARANTEE

VALIDITY GUARANTEE VALIDITY GUARANTEE dated as of October 17, 2012 (this “Validity Guarantee”), by [name of individual], an individual with his address as set forth on the signature page hereto (“Guarantor”) in favor of STAR FUNDING, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 21, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) (I

FACTORING AGREEMENT STAR FUNDING, INC. 237 W. 37th Street, 5th Floor NEW YORK, NY 10018

FACTORING AGREEMENT STAR FUNDING, INC. 237 W. 37th Street, 5th Floor NEW YORK, NY 10018 October 17, 2012 [NAME OF BOLDFACE ENTITY] 1309 Pico Blvd, Suite A Santa Monica, CA 90405 Attention: Nicole Ostoya, Chief Executive Officer THE FOLLOWING IS THE AGREEMENT UNDER WHICH WE ARE TO ACT AS YOUR FACTOR WITH RESPECT TO ALL ACCOUNTS RECEIVABLE FROM YOUR PRESENT AND FUTURE CUSTOMERS ARISING FROM THE SALE

SUPPLY AGREEMENT

SUPPLY AGREEMENT SUPPLY AGREEMENT (this “Agreement”) dated as of October 17, 2012 by and between [NAME OF BOLDFACE ENTITY] a Nevada corporation (“Client”) and STAR FUNDING, INC.

Schedule of Omitted Documents in the Form of

GUARANTEE New York, New York October 17, 2012 In order to induce Star Funding, Inc.

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-148722 CUSIP Number: 09751V 103 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the financial information included as Exhibit 99.3 to this Current Report on Form 8-K (the “Current Report”), consisting of our audited financial statements for the period from inception (April 26, 2012) through June 30, 2012 and the related

BOLDFACE Licensing + Branding (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JUNE 30, 2012 TABLE OF CONTENTS

Exhibit 99.3 BOLDFACE Licensing + Branding (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JUNE 30, 2012 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 1 Financial Statements: Balance Sheet 2 Statement of Operations 3 Statement of Statement of Shareholders’ Deficit 4 Statement of Cash Flows 5 Notes to Financial Statements 6 - 15 REPORT OF INDEPENDENT REGISTERED P

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v3222938k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 22, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorp

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 14, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission Fil

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-148722 CUSIP Number: 09751V 10 3 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form.

LOCK-UP AGREEMENT

LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of July 12, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and BOLDFACE Group, Inc.

10% SECURED CONVERTIBLE PROMISSORY NOTE Max Cash Media, Inc. DUE [_______], 2012

For U.S. Investors: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A T

ESCROW AGREEMENT

ESCROW AGREEMENT This Escrow Agreement (this “Agreement”) is entered into as of July 12, 2012, by and among BOLDFACE Group, Inc.

CONSULTING AGREEMENT

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) dated as of July 12, 2012 (the “Effective Date”), is by and between BOLDFACE Group, Inc.

BRIDGE LOAN AGREEMENT

BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this 16th day of May, 2012, by and between BOLDFACE Licensing + Branding, a Nevada corporation (“Borrower”), and Max Cash Media, Inc.

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of July 12, 2012, and is entered into by and among BOLDFACE Group, Inc.

BOLDFACE GROUP, INC. 2012 EQUITY INCENTIVE PLAN

BOLDFACE GROUP, INC. 2012 EQUITY INCENTIVE PLAN 1. PURPOSE. The BOLDFACE Group, Inc. 2012 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its Affiliates, and (b) to increase stockholder value. The Plan will provide participants incentives to increase stock

10% Secured Bridge Loan Promissory Note

Exhibit “A” to the Bridge Loan Agreement THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

General RELEASE agreement

General RELEASE agreement This General Release Agreement (this “Agreement”), dated as of July 12, 2012, is entered into by and among BOLDFACE Group, Inc.

COMPANY SECURITY AGREEMENT

COMPANY SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 16th day of May, 2012, by and among Max Cash Media, Inc.

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of this 31st day of May, 2012, by and between John Derby (the “Indemnifying Party”) and Max Cash Media, Inc.

SUBSCRIPTION ESCROW AGREEMENT

SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).

EX-2.2

BOLDFACE GROUP, INC. BROKER’S WARRANT TO PURCHASE COMMON STOCK

Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH

NEWCO SECURITY AGREEMENT

NEWCO SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 16th day of May, 2012 by and among BOLDFACE Licensing + Branding, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of May 16, 2012, and is entered into by and among Max Cash Media, Inc.

BOLDFACE Group, Inc. Announces Reverse Merger and $2.05 Million Private Offering

PRESS RELEASE BOLDFACE Group, Inc. Announces Reverse Merger and $2.05 Million Private Offering SANTA MONICA, CALIFORNIA, July 12, 2012 /PRNewswire via COMTEX/ — BOLDFACE Group, Inc., (OTCBB: BLBK) a Nevada corporation (the "Company") announced today that it completed a reverse merger on July 12, 2012, in which BOLDFACE Licensing + Branding, a private Nevada corporation, ("BOLDFACE") became a wholl

BOLDFACE GROUP, INC. WARRANT TO PURCHASE COMMON STOCK

Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH

BOLDFACE GROUP, INC. WARRANT TO PURCHASE COMMON STOCK

Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH

NEWCO PLEDGE AGREEMENT

NEWCO PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”), dated as of May 16, 2012, is made by Max Cash Media, Inc.

BOLDFACE licensing + branding Confidential Information and Intellectual Property Assignment Agreement

May 30th, 2012 To: Ashumi Kothary Re: Employment Offer Letter Dear Ashumi: On behalf of BOLDFACE licensing + branding (the “Company”), I am pleased to present to you this employment offer.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 12, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File

PLACEMENT AGENCY AGREEMENT

PLACEMENT AGENCY AGREEMENT May 2, 2012 Gottbetter Capital Markets, LLC Mr. Julio A. Marquez, President 488 Madison Avenue 12th Floor New York, New York 10022 Re: MAX CASH MEDIA, INC. Dear Mr. Marquez: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“F

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 12, 2012 between BOLDFACE Group, Inc.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BOLDFACE GROUP, INC., a Nevada corporation BOLDFACE ACQUISITION CORP., a Nevada corporation BOLDFACE LICENSING + BRANDING, a Nevada corporation July 12, 2012 TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG BOLDFACE GROUP, INC., a Nevada corporation BOLDFACE ACQUISITION CORP., a Nevada corporation AND BOLDFACE LICENSING + BRANDING, a Nevada corporation July 12, 2012 TABLE OF CONTENTS Article I. THE MERGER 1.1 The Merger. 2 1.2 Private Placement Offering 2 1.3 Registration Statement 2 1.4 Bridge Loan. 2 1.5 The Closing 3 1.6 Actions at the Closing

BOLDFACE GROUP, INC. WARRANT TO PURCHASE COMMON STOCK

Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is entered into as of the 12th day of July, 2012 (the “Effective Date”), by and between BOLDFACE GROUP, INC.

SUBSCRIPTION ESCROW AGREEMENT

SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).

SPLIT-OFF AGREEMENT

SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of July 12, 2012 (this “Agreement”), is entered into by and among BOLDFACE Group, Inc.

Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 31, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File N

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 29, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File N

EX-3.1

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 16, 2012 BOLDFACE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File N

- NOTICE UNDER RULE 12B25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-148722 CUSIP Number: 577739105 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

EX-16.1

EXHIBIT 16.1

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2012 Date of Report (Date of earliest event reported) MAX CASH MEDIA, INC. (Exact name of registrant as specified in its charter) Nevada 333-148722 02-0811868 (State or other jurisdiction of incorporation) (Commission File Num

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-148722 CUSIP Number: 577739105 (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: December 31, 2011 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.