STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

Merger Agreement

On December 26, 2014, Bling Marketing Inc. entered into a Merger Agreement with NuGene, Inc. and on December 29, 2014 (the “Closing Date”) we filed a certificate of merger in the State of California whereby our subsidiary, NG Acquisition Inc. merged with NuGene, Inc. As a result, NuGene, which is the surviving entity, became our wholly owned subsidiary.  In connection with the Merger Agreement, we entered into a Business Transfer and Indemnity Agreement dated December 29, 2014 (the “Indemnity Agreement”) with our former Chief Executive Officer and Director, Dena Kurland providing for:

1. The transfer of our jewelry business operations existing on the date of the Indemnity Agreement;

2. The assumption by Ms. Kurland of all liabilities of our Company and the indemnification by Ms. Kurland holding our Company harmless for any and all liabilities arising at or before the date of the Indemnity Agreement;

3. The payment by NuGene Int’l. to Ms. Kurland of $350,000 in cash; and

4. The surrender by Ms. Kurland of 15,000,000 shares (before giving effect to the Stock Split discussed below) (the "Indemnity Shares") of our Company’s common stock representing 95% of the then outstanding common stock (all of which shares have been cancelled by the Company and are now included in the Company’s pool of authorized but unissued shares).  

In conjunction with the Merger Agreement, all of the issued and outstanding shares of NuGene at December 29, 2014 were exchanged, after giving effect to the Stock Split, for 26,052,760 shares of NuGene Int’l common stock and 1,917,720 NuGene Int’l Series A Preferred Stock.

Common Stock

On December 23, 2014, we amended our articles of incorporation to provide for the authorization of 100,000,000 shares of Company common stock with a par value of $0.0001.

On December 26, 2014, our Board of Directors approved a 15.04 to one stock split (“Stock Split”) in the form of a stock dividend to holders of our common stock as of that date.  To effect that board action, we delivered to each recipient of the stock dividend 14.04 additional shares of common stock for every share of common stock held. Unless otherwise noted, all share numbers shown in these consolidated financial statements give effect to the Stock Split as approved by our Board of Directors.

On December 29, 2014 we completed the sale of 2,000,000 shares of our common stock to 18 purchasers (“Stock Placement”) for proceeds totaling $2,000,000, including (a) $1,625,000 of cash and (b) automatic conversion of $375,000 of NuGene promissory notes. Stock Placement proceeds totaling $350,000 were used as payment to Ms. Kurland in accordance with the Indemnity Agreement and $75,000 were used as repayment of a short term loan incurred in connection with the license with kiWW^®. The remaining proceeds of approximately $1.2 million were earmarked principally to fund our operations and to support our product lines.

Prior to the Merger Agreement, NuGene received proceeds totaling $1,333 for the purchase of 4,000,000 shares of common stock from five persons and issued 1,500,000 shares of common stock, valued at $500, to a consultant for services rendered during the last quarter of 2014.

On March 31, 2015, as consideration for the purchase of the Intellectual Property discussed in Note 4, the Company issued 250,000 shares of common stock, valued at $250,000, to Dr. O’Brien. In issuing these shares we relied on an exemption from registration under federal securities laws pursuant to Section 4(a)(2) of the Securities Act of 1933. In determining the value of the shares, management took into consideration the fact that the shares include a lock-up agreement whereby those shares may not be sold for a period of 18 months following the closing of the IP Agreement. As discussed in Note 4, Dr. O’Brien subsequently returned 100,000 shares of our common stock, valued at $100,000 on June 30, 2015.

On March 31, 2015 (the “Closing”), we entered into a stock purchase agreement with a current shareholder of the Company (the “Buyer”) resulting in the issuance of 50,000 shares of common stock to the shareholder for proceeds of $50,000. Under the agreement we extended to the Buyer an option to purchase an additional 60,000 shares of common stock at $1 per share within 45 days of the Closing. On May 8, 2015, the Buyer exercised his option to purchase the remaining shares under the stock purchase agreement and accordingly, we issued the Buyer an additional 60,000 shares of our common stock for cash proceeds of $60,000. In issuing these shares we relied on an exemption from registration under federal securities laws pursuant to Section 4(a)(2) of the Securities Act of 1933. These shares are subject to a lock-up agreement whereby those shares may not be sold for a period of 18 months following the closing(“Lock Up Period”). Additionally, for a period commencing after the end of the Lock Up Period and continuing for 12 consecutive 30 day periods, the shareholder shall not sell any of these shares, except in an amount not to exceed 8.33% of the total shares acquired under the securities purchase agreement per 30 day period.

On April 20, 2015, the Company entered into a stock purchase agreement with an unaffiliated accredited investor for the sale of 27,273 shares of common stock at $1.10 per share, resulting in total cash proceeds of $30,000. In determining the sale price of the shares, management took into consideration the fact that the shares include a lock-up agreement whereby those shares may not be sold for a period of 12 months and for a period commencing on the next day after the 12 month period and continuing for 12 consecutive 30 day periods, the investor shall not sell any shares, except in an amount not to exceed 8.33% of the total shares purchased.

On June 2, 2015, the Company entered into a stock purchase agreement with an unaffiliated accredited investor for the sale of 100,000 shares of common stock at $2.00 per share, resulting in total cash proceeds of $200,000. In determining the sale price of the shares, management took into consideration the fact that the shares include a lock-up agreement whereby those shares may not be sold for a period of 12 months and for a period commencing on the next day after the 12 month period and continuing for 12 consecutive 30 day periods, the investor shall not sell any shares, except in an amount not to exceed 8.33% of the total shares purchased.

Preferred Stock

On December 23, 2014, we amended our articles of incorporation to provide for the authorization of 25,000,000 shares of Preferred Stock with a par value of $0.0001. We designated 2,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock.” The Series A Preferred Stock is (i) initially convertible into common stock at a ratio of one to one, (ii) as long as there are a minimum of 900,000 shares of Series A Preferred Stock outstanding, the holders of the Series A Preferred Stock have the right to elect a majority of the board of directors and (iii) the holders of the Series A Preferred Stock, generally voting as a class with the holders of common stock, have three times the number of votes available for every vote of available common stock. As of June 30, 2015 and December 31, 2014, we had 1,917,720 shares of Series A Preferred Stock outstanding which were issued to the founders of NuGene, Ali and Saeed Kharazmi, in conjunction with the Merger Agreement. Ali and Saeed Kharazmi each own 50% of the outstanding Series A Preferred Stock and are the Company’s Chief Executive Officer and Chairman of the Board, respectively.

Stock Based Compensation

As discussed in Note 8, as of June 30, 2015 the Company has entered into Advisory Agreements with the five members on its Advisory Board. The terms of the individual Advisory Agreements vary and provide for up to 50,000 initial sign on shares vesting for a maximum of an 18 month period, and up to 50,000 shares of common stock per annum issued on the anniversary of the effective date of the agreement. Stock based compensation related to these shares is recognized over the service period in which the shares are earned or over the respective vesting period, as applicable, and calculated based on the average closing price per share of our common stock, during the respective quarter, as quoted on the OTC Marketplace. Stock based compensation in connection with the Advisory Agreements for the three and six months ended June 30, 2015 totaled $256,340 and $296,714, respectively and is included in wages and professional fees in the accompanying consolidated statement of operations.

On May 26, 2015, Donna Queen accepted a position on the Company’s Board of Directors. In addition to an annual cash stipend of $30,000, Ms. Queen was granted a total of 100,000 shares of the Company’s common stock vesting on the third, sixth, ninth and twelfth month following the acceptance date of her position. Stock based compensation related to these shares is recognized over the service period in which the shares are earned and calculated based on the average closing price per share of our common stock, during the respective quarter, as quoted on the OTC Marketplace. Stock based compensation in connection with Ms. Queen’s grant for the six months ended June 30, 2015 totaled $28,951 and is included in wages and professional fees in the accompanying consolidated statement of operations.

On February 3, 2015, we entered into a six-month consulting agreement with an investor relations firm. In addition to a $27,000 retainer, the consulting agreement calls for the vesting of 100,000 shares of our common stock over the six-month term, issuable upon the conclusion of the agreement. Stock based compensation in connection with these shares is recognized over the service period in which the shares are earned. We recognized $110,760 of stock based compensation in connection with the consulting agreement during the six months ended June 30, 2015.

Warrants

At the time of the merger, an outstanding warrant to acquire shares of NuGene Inc. was exchanged for a warrant of Bling Marketing Inc. The warrant upon issuance, after giving effect to the Stock Split, evidenced the right of the holder to acquire up to 500,000 shares of common stock of the Company, had a strike price of $2.50 per share, was not exercisable for 12 months (the "Initial Exercise Date"), and any shares acquired thereunder upon exercise may not be sold for six months commencing from the Initial Exercise Date. The warrant was issued to an entity that is not directly or indirectly an affiliate of the Company.