NUGN / Livento Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Livento Group, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1593549
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Livento Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 25, 2025 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 25, 2025 Livento Group, In

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 25, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ 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: 000-56457 Livento Gr

August 8, 2025 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80 % Vektor Power Works s.r.o. Czech republic

July 2, 2025 8-K/A

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 2, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

July 2, 2025 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 2, 2025 Livento Group, Inc.

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 2, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

May 27, 2025 8-K

Entry into a Material Definitive Agreement

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 27, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

May 20, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ 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: 000-56457 Livento G

May 20, 2025 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80 % Vektor Power Works s.r.o. Czech republic

May 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56457 CUSIP NUMBER 67052F 102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

May 8, 2025 8-K

Material Modification to Rights of Security Holders

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 8, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpo

May 7, 2025 8-K

Entry into a Material Definitive Agreement, 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 Date of Report (Date of earliest event reported): May 7, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpo

April 17, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ 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: 000-56457 LIVENTO GROUP, IN

April 10, 2025 NT 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56457 CUSIP NUMBER 67052F 102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

April 3, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56457 CUSIP NUMBER 67052F 102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

February 18, 2025 8-K

Entry into a Material Definitive Agreement

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 18, 2025 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

November 14, 2024 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80 % Vektor Power Works s.r.o. Czech republic

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ 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: 000-56457 Liven

November 12, 2024 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) November 8, 2024 LIVENTO GROUP, IN

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) November 8, 2024 LIVENTO GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-56457 46-3999052 (State or Other Jurisdiction of Incorporation) (Commission File Numb

August 16, 2024 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-56457 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-56457 NOTIFICATION OF LATE FILING (Check One):☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2024 ☐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-S

August 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ 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: 000-56457 Livento Gr

August 16, 2024 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80 % Vektor Power Works s.r.o. Czech republic

May 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ 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: 000-56457 Livento G

May 6, 2024 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80 % Vektor Power Works s.r.o. Czech republic

April 8, 2024 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVENTO Group, Inc. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVENTO Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 7372 46-3999052 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific

April 8, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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: 000-56457 LIVENTO GROUP,

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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: 000-56457 LIVENTO GROUP, IN

February 16, 2024 EX-10.1

Agreement dated January 25, 2024

Exhibit 10.1

February 16, 2024 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVENTO Group, Inc. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVENTO Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 7372 46-3999052 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 17 St

February 16, 2024 8-K

Entry into a Material Definitive Agreement

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 16, 2024 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 000-56457 49-3999052 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

February 16, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) LIVENTO GROUP, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities* Security Type Security Class Title Fee Calculation Rule Amount Registered** Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Primary Offering Fees to Be Paid Equity

February 16, 2024 EX-1.1

Equity and Warrant Purchase Agreement.

Exhibit 1.1

December 4, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): 30th of November, 2023 LIVENTO GROUP, INC. (Exact name of registrant as specified in its charter) nevada 000-56457 46-3999052 (State or other jurisdiction of incorporation) (Commissio

November 14, 2023 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80 % Vektor Power Works s.r.o. Czech republic

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ 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: 000-56457 Liven

August 25, 2023 CORRESP

Scott C. Kline, Esq.

Scott C. Kline, Esq. dba Kline Law Group 15615 Alton Parkway, Suite 450 Irvine, CA 92618 T – 949.271.6355 F – 949.271.6301 August 25, 2023 Delivered by electronic submission via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E., Mail Stop 7010 Washington, DC 20549 Attn: Ms. Inessa Kessman Re: Livento Group, Inc. (the “Com

August 25, 2023 EX-3.12

Certificate of Designation of new Series A Preferred Stock.

Exhibit 3.12

August 25, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-3 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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: 000-56457 LIVENTO GROUP

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ 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: 000-56457 Livento Gr

August 14, 2023 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 % Livento Europe a. s. Czech republic 80% Vektor Power Works s.r.o. Czech republic 8

June 30, 2023 CORRESP

June 28, 2023

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] June 28, 2023 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 1 to Statement on Form 10-K File No. 000-56457 L

June 28, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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: 000-56457 LIVENTO GROUP

June 28, 2023 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): June 28, 2023 LIVENTO GROUP, INC.

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): June 28, 2023 LIVENTO GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-56457 46-3999052 (State or Other Jurisdiction of Incorporation) (Commission File Number

June 12, 2023 EX-10.1

Asset Purchase Agreement with Loredo LLC. Incorporated by reference to exhibit 10.1 to Current report on Form 8-K filed June 12, 2023.

EX-10.1 2 ex10-1.htm Exhibit 10.1

June 12, 2023 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 30, 2023 LIVENTO GROUP, INC.

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 30, 2023 LIVENTO GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-56457 46-3999052 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 12, 2023 EX-10.2

Asset Purchase Agreement with East West Limited. Incorporated by reference to Exhibit 10.2 to Current report on Form 8-K filed June 12, 2023.

Exhibit 10.2

May 26, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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: 000-56457 LIVENTO GROUP

May 26, 2023 CORRESP

May 26, 2023

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] May 26, 2023 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 1 to Statement on Form 10-K File No. 000-56457 La

May 24, 2023 EX-10.1

Exchange Agreement between the Registrant and Mammoth Corporation - Incorporated by reference to exhibit 10.1 Current Report on Form 8-K Filed May 24,2023

Exhibit 10.1

May 24, 2023 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 5, 2023 LIVENTO GROUP, INC. (

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 5, 2023 LIVENTO GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-56457 46-3999052 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 24, 2023 EX-3.1

Certificate of Designation for Series E and F Preferred Stock

Exhibit 3.1

May 15, 2023 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Livento AI & Robotics Solutions Inc. Delaware 100 % Livento Services Inc. Delaware 100 % BOXO Productions, Inc. Delaware 100 % BOXO Technology Inc. Delaware 100 %

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ 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: 000-56457 Livento G

April 14, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 9 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 9 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

April 14, 2023 CORRESP

April 14, 2023

FRANK J. HARITON • ATTORNEY - AT - LAW 1065 Dobbs Ferry Road • White Plains • New York 10607 • (Tel) (914) 674-4373 • (Fax) (914) 693-2963 • (e-mail) [email protected] April 14, 2023 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 9 to Registration Statement on Form 10-12G File

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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: 000-56457 LIVENTO GROUP, IN

March 24, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 8 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 8 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

March 24, 2023 EX-3.14

Change in authorized shares. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.14

March 24, 2023 CORRESP

FRANK J. HARITON ● ATTORNEY - AT - LAW

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] March 24, 2023 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 8 to Registration Statement on Form 10-12G File

March 7, 2023 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): March 3, 2023 LIVENTO GROUP, INC.

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 3, 2023 LIVENTO GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-56457 46-3999052 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 7, 2023 EX-10.2

Consulting Agreement

Exhibit 10.2

March 7, 2023 EX-10.1

Share Purchase Agreement

Exhibit 10.1

February 27, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 7 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 7 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

February 24, 2023 CORRESP

FRANK J. HARITON ● ATTORNEY - AT - LAW

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] February 24, 2023 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 6 to Registration Statement on Form 10-12G F

February 24, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 6 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

10-12G/A 1 form10-12ga.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 6 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S.

December 30, 2022 CORRESP

December 30, 2022

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] December 30, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 5 to Registration Statement on Form 10-12G F

December 30, 2022 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 5 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 5 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

December 15, 2022 CORRESP

FRANK J. HARITON • ATTORNEY - AT - LAW

FRANK J. HARITON • ATTORNEY - AT - LAW 1065 Dobbs Ferry Road • White Plains • New York 10607 • (Tel) (914) 674-4373 • (Fax) (914) 693-2963 • (e-mail) [email protected] December 15, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 4 to Registration Statement on Form 10-12G F

December 15, 2022 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 4 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 4 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

November 25, 2022 CORRESP

FRANK J. HARITON ● ATTORNEY - AT - LAW

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] November 25, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 3 to Registration Statement on Form 10-12G F

November 22, 2022 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Boxo Productions, Inc. Delaware 100 %

November 22, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ 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: 000-56457 Liv

November 18, 2022 EX-21.1

List of subsidiaries of the Registrant

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership Livento Group LLC Delaware 100 % Boxo Productions, Inc. Delaware 100 %

November 18, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ 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: 000-56457 Liven

November 15, 2022 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 3 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 3 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56457 CUSIP NUMBER 67052F 102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

September 27, 2022 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

10-12G/A 1 form10-12ga.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S.

September 15, 2022 RW WD

Livento Group, Inc. 17 State Street New York, NY 10004

RW WD 1 rwwd.htm Livento Group, Inc. 17 State Street New York, NY 10004 September 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Registration Statement on Form 10-12G File No. 000-56457 Withdrawal of Registration Withdrawal Request Previously Made on Form RW Ladies and Gentle

September 13, 2022 EX-10.4

Stock Purchase Agreement, March 2022. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 10.4

September 13, 2022 EX-10.3

Order appointing custodian of the Corporation. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 10.3

September 13, 2022 EX-10.5

Agreement, dated March 31, 2022, between David Stybr and Livento Group, LLC. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 10.5 March 31, 2022 Livento Group, Inc. Gentlemen: I refer to the Stock Purchase Agreement, dated as of March 6, 2002, by and among Livento Group, LLC. (?LGLLC?), Milan I Hoffman and Frank J. Hariton (as escrow agent (the SPA?) whereunder LGI acquired super-voting preferred shares (the ?A Shares?) and Series C Preferred Stock (the ?C Shares?) of Nugene International, Inc. (?NUGN?). All def

September 13, 2022 CORRESP

FRANK J. HARITON · ATTORNEY - AT – LAW

FRANK J. HARITON · ATTORNEY - AT – LAW 1065 Dobbs Ferry Road White Plains New York 10607 (Tel) (914) 674-4373 (Fax) (914) 693-2963 (e-mail) [email protected] September 12, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Amendment Number 1 to Registration Statement on Form 10-12G File No. 0

September 13, 2022 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Gr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment Number 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Commission file number: 000-56457 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of (I.R.S. Employer incorporation or o

September 9, 2022 RW

FRANK J. HARITON ● ATTORNEY - AT - LAW

FRANK J. HARITON ● ATTORNEY - AT - LAW 1065 Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail) [email protected] September 8, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Re: Livento Group, Inc. (the “Company”) Registration Statement on Form 10-12G File No. 000-56457 Ladi

July 11, 2022 EX-3.7

Certificate of Change filed April 3, 2021. Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.7

July 11, 2022 EX-3.4

Certificate of Amendment to the Certificate of Incorporation filled January 5, 2015.

EX-3.4 7 ex3-4.htm Exhibit 3.4

July 11, 2022 EX-3.13

Certificate of Amendment, name change. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.13

July 11, 2022 EX-3.12

Certificate of Designation of new Series A Preferred Stock. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

EX-3.12 51 ex3-12.htm Exhibit 3.12

July 11, 2022 EX-3.5

Certificate of Designation of old Series A Preferred Stock. Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.5

July 11, 2022 EX-3.3

Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Previously Filed.

Exhibit 3.3

July 11, 2022 EX-3.8

Certificate of Change of Certificate of Designation filed April 12, 2021. Previously Filed,

Exhibit 3.8

July 11, 2022 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Livento Group, Inc. (Exact name of registrant as specified in i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Livento Group, Inc. (Exact name of registrant as specified in its charter) Nevada 46-3999052 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 17 State Street, 100

July 11, 2022 EX-10.1

Consulting Agreement between the Company and David Stybr. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 10.1

July 11, 2022 EX-3.6

Certificate of Designation of Series B Preferred Stock. Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.6

July 11, 2022 EX-3.10

Certificate of Designation of Series C Preferred Stock as amended and restated. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.10

July 11, 2022 EX-3.9

Certificate of Change filed July 14, 2021. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.9

July 11, 2022 EX-10.2

Consulting Agreement between the Company and Justin Mathews. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 10.2

July 11, 2022 EX-3.11

Certificate of Designation of Series D Preferred Stock. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

Exhibit 3.11

May 15, 2017 NT 10-Q

NuGene International NOTIFICATION OF LATE FILING

NT 10-Q 1 s106202nt10q.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000 – 192997 NOTIFICATION OF LATE FILING CUSIP NUMBER 67052F102 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Rep

April 14, 2017 EX-16.1

Letter from Dov Weinstein dated 09 April 2017

Exhibit 16.1 Date: April 9, 2017 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by NuGene International, Inc., which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8-K, as part of the Company's Form 8-K report dated November 18, 2016. We agree with the s

April 14, 2017 8-K/A

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

8-K/A 1 s1058788ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 14, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 001-37940 46-3999052 (State or other jurisdic

April 12, 2017 EX-21.1

List of subsidiaries of the Registrant. *

Exhibit 21.1 List of subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership NuGene, Inc. California 100 % NuGene BioPharma, Inc. California 100 % The Aesthetics Group, Inc. California 100 %

April 12, 2017 10-K

NUGN / NuGene International, Inc. 10-K (Annual Report)

10-K 1 s10550310k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-192997 Nu

March 31, 2017 NT 10-K

NuGene International NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001 ? 37940 NOTIFICATION OF LATE FILING CUSIP NUMBER 67052F102 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ?Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr

March 9, 2017 S-1/A

As filed with the Securities and Exchange Commission on March 08, 2017

S-1/A 1 s105470s1a.htm S-1/A As filed with the Securities and Exchange Commission on March 08, 2017 Registration No. 333-214912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 2844 46-39990

February 9, 2017 EX-10.1

NUGENE INTERNATIONAL, INC. NUGENE, INC. kathy ireland WORLDWIDE, INC.

Exhibit 10.1 CONFIRMATION AND CONTINUATION AGREEMENT NUGENE INTERNATIONAL, INC. and NUGENE, INC. and kathy ireland WORLDWIDE, INC. 25 January 2017 CONFIRMATION AND CONTINUATION AGREEMENT I PARTIES THIS CONFIRMATION AND CONTINUATION AGREEMENT (the ?Agreement?) is entered into this 25th day of January, 2017 (the ?Effective Date?), by and between NUGENE INTERNATIONAL, INC., a Nevada corporation (?NUG

February 9, 2017 EX-4.1

COMMON STOCK PURCHASE WARRANT NUGENE INTERNATIONAL, INC.

Exhibit 4.1 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

February 9, 2017 8-K

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, 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 3, 2017 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 001-37940 46-3999052 (State or other jurisdiction of incorporation) (Commissi

December 5, 2016 S-1

As filed with the Securities and Exchange Commission on December 05, 2016

S-1 1 s104838s1.htm S-1 As filed with the Securities and Exchange Commission on December 05, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 2844 46-3999052 (State or other jurisdiction of incorp

November 21, 2016 10-Q

NuGene International 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2016 OR ? 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 333-192997 NuGe

November 19, 2016 8-K

Current Report

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): November 14, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 001-37940 46-3999052 (State or other jurisdiction of incorporation) (Commiss

November 14, 2016 NT 10-Q

NuGene International NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001 ? 37940 NOTIFICATION OF LATE FILING CUSIP NUMBER 67052F102 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ?

November 8, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 2, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 001-37940 46-3999052 (State or other jurisdiction of incorporation) (Commissi

November 8, 2016 EX-10.1

NOTE PURCHASE AGREEMENT

Exhibit 10.1 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (the ?Agreement?), dated October , 2016, by and between NuGene International, 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?, and together with the Company, the "Parties"). WHEREAS: A

November 8, 2016 EX-10.2

COMMON STOCK PURCHASE WARRANT NUGENE INTERNATIONAL, INC.

EX-10.2 4 s104596ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 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 SO

November 8, 2016 EX-4.1

PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE AND 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 FOR T

November 4, 2016 8-A12B

NuGene International 8-A12B

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 OF 1934 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 46-3999052 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 17912 Cowan I

September 28, 2016 EX-10.4

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT M. SAEED KHARAZMI and NUGENE INTERNATIONAL, INC. 22 September 2016 EXECUTIVE EMPLOYMENT AGREEMENT I PARTIES THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into effective as of the 22nd day of September, 2016 (the ?Effective Date?), by and between M. SAEED KHARAZMI, a California corporation (?Kharazmi?); and, NUGENE INTERNATIONAL, INC.,

September 28, 2016 EX-10.2

I GRANT OF WARRANT AND WARRANT SHARES

Exhibit 10.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND SUCH APPLICABLE STATE SECURITI

September 28, 2016 EX-10.5

I GRANT OF WARRANT AND WARRANT SHARES

Exhibit 10.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND SUCH APPLICABLE STATE SECURITI

September 28, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 s1042438k.htm 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): September 22, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 333-192997 46-3999052 (State or other jurisdic

September 28, 2016 EX-10.6

NUGENE INTERNATIONAL, INC. RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.6 NUGENE INTERNATIONAL, INC. RESTRICTED STOCK UNITS AGREEMENT THIS RESTRICTED STOCK UNITS AGREEMENT (the ?Agreement?) is made and entered into as of the 22nd day of September, 2016 (the ?Grant Date?), by and between NUGENE INTERNATIONAL, INC., a Nevada corporation (the ?Company?); and, M. SAEED KHARAZMI (the ?Grantee?), the Company?s Chief Medical Officer and Vice-Chairman of the Compan

September 28, 2016 EX-10.3

NUGENE INTERNATIONAL, INC. RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.3 NUGENE INTERNATIONAL, INC. RESTRICTED STOCK UNITS AGREEMENT THIS RESTRICTED STOCK UNITS AGREEMENT (the ?Agreement?) is made and entered into as of the 22nd day of September, 2016 (the ?Grant Date?), by and between NUGENE INTERNATIONAL, INC., a Nevada corporation (the ?Company?); and, ALI KHARAZMI (the ?Grantee?), the Chairman of the Company?s Board of Directors. The Company has grante

September 28, 2016 EX-10.1

CHAIRMAN AGREEMENT

Exhibit 10.1 CHAIRMAN AGREEMENT ALI KHARAZMI and NUGENE INTERNATIONAL, INC. 22 September, 2016 CHAIRMAN AGREEMENT I PARTIES THIS CHAIRMAN AGREEMENT (the ?Agreement?) is entered into effective as of the 22nd day of September, 2016 (the ?Effective Date?), by and between ALI KHARAZMI, a California corporation (?Kharazmi?); and, NUGENE INTERNATIONAL, INC., a Nevada corporation (?NuGene?). Kharazmi and

August 22, 2016 10-Q

NuGene International 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2016 OR ? 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 333-192997 NuGene In

August 22, 2016 10-Q

NuGene International 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2016 OR ? 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 333-192997 NuGene In

August 15, 2016 NT 10-Q

NuGene International NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000 ? 192997 NOTIFICATION OF LATE FILING CUSIP NUMBER 67052F102 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran

August 15, 2016 NT 10-Q

NuGene International NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000 ? 192997 NOTIFICATION OF LATE FILING CUSIP NUMBER 67052F102 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran

July 29, 2016 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into on July 18, 2016, (?Effective Date?) between NuGene International, Inc., a Nevada corporation, (hereinafter referred to as ?Nugene,? the "Company" or "Employer") and Steven R. Carlson, an individual, (hereinafter referred to as the "Employee"). Employer and Employee may be referred to individuall

July 29, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, 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): July 25, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 333-192997 46-3999052 (State or other jurisdiction of incorporation) (Commission

July 29, 2016 EX-99.1

NuGene International, Inc. Names Botox® Visionary and

EX-99.1 3 s103772ex99-1.htm EXHIBIT 99-1 Exhibit 99.1 NuGene International, Inc. Names Botox® Visionary and Former CEO of Obagi Medical Products, Steve Carlson, to Serve as CEO and President. IRVINE, Calif., July 26, 2015 /PRNewswire/ NuGene International, Inc. (“NuGene”) (OTC BB:NUGN), a developer, manufacturer and marketer of advanced skin and hair care lines utilizing adipose derived (non-embry

June 21, 2016 EX-10.8

NuGene International, Inc. (NUGN)

Exhibit 10.8 NuGene International, Inc. (NUGN) June 15, 2016 Theodore Schwarz Dear Theodore: On behalf of NuGene International, Inc., I am pleased to invite you to join the Board of Directors of NuGene International, Inc. Our Board and management firmly believes that the future promises to be exciting for NuGene and we feel your experience and leadership in the skincare arena will be invaluable as

June 21, 2016 8-K

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

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): June 15, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-192997 46-3999052 Commission

May 23, 2016 10-Q

NuGene International FORM 10-Q (Quarterly Report)

10-Q 1 s10325310q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

May 16, 2016 NT 10-Q

NuGene International NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-192997 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10

April 7, 2016 EX-10.22

NUGENE INTERNATIONAL, INC. PROMISSORY NOTE

EX-10.22 4 s102980ex10-22.htm EXHIBIT 10.22 Exhibit 10.22 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REG

April 7, 2016 EX-10.20

SECURITIES PURCHASE AGREEMENT

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is made and entered into as of March 30, 2016, by and between NUGENE INTERNATIONAL, INC., a Nevada corporation (?Company?), and the investor listed on the signature page hereof (?Purchaser?). RECITALS WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the

April 7, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 4, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-192997 46-3999052 Commission

April 7, 2016 EX-10.21

NUGENE INTERNATIONAL, INC. 8% SENIOR CONVERTIBLE NOTE DUE DECEMBER 31, 2016

Exhibit 10.21 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL

March 30, 2016 EX-21.1

List of subsidiaries of the Registrant

Exhibit 21.1 List of subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership NuGene, Inc. California 100 % NuGene BioPharma, Inc. California 100 % The Aesthetics Group, Inc. California 100 %

March 30, 2016 10-K

NuGene International 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-192997 NuGene International, Inc. (Exact name of registrant as specifi

January 22, 2016 8-K

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, 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): January 19, 2016 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-192997 46-3999052 Commissi

December 17, 2015 EX-10.18

SERVICES AGREEMENT

Exhibit 10.18 SERVICES AGREEMENT THIS SERVICES AGREEMENT (this ?Agreement?), effective as of December 11, 2015, is entered into by and between NUGENE INC. (?NuGene? or ?NG?), a California corporation that is a wholly owned subsidiary of NuGene International, Inc. ("NUGN"), licensee of Kathy Ireland Worldwide (?KIWW?); and KBHJJ, LLC (?KBHJJ?), a Florida limited liability company. The foregoing par

December 17, 2015 EX-10.17

NUGENE INTERNATIONAL, INC. 10% PROMISSORY NOTE (Revised and Term Extended)

Exhibit 10.17 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN C

December 17, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 December 11, 2015 Date of Report (Date of earliest event reported) NUGENE INTERNATIONAL, INC.

December 17, 2015 EX-10.14

SECURITIES PURCHASE AGREEMENT

EX-10.14 2 s102367ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made and entered into as of December 9, 2015, by and between NUGENE INTERNATIONAL, INC., a Nevada corporation (“Company”), and the investor listed on the signature page hereof (“Purchaser”). RECITALS WHEREAS, the Company desires to sell to the Purchaser,

December 17, 2015 EX-10.15

NUGENE INTERNATIONAL, INC. 10% CONVERTIBLE NOTE DUE DECEMBER 10, 2016

Exhibit 10.15 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL

December 17, 2015 EX-10.16

Right to Purchase up to 61,111 Shares of Common Stock of NUGENE INTERNATIONAL, INC. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Exhibit 10.16 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER

December 17, 2015 EX-10.19

TO PURCHASE SHARES OF COMMON STOCK NUGENE INTERNATIONAL, INC. A Nevada Corporation

EX-10.19 7 s102367ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 WARRANT TO PURCHASE SHARES OF COMMON STOCK NUGENE INTERNATIONAL, INC. A Nevada Corporation THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE “WARRANT SHARES”) WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBU

November 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2015 OR ¨ 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 333-192997 NuGe

September 30, 2015 EX-10.13

SECURITIES PURCHASE AGREEMENT

Exhibit 10.13 Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (?Agreement?) is made as of the date last indicated below on the signature page hereof, by and between NuGene International, Inc., a Nevada corporation having its principal offices at 17912 Cowan, Suite A, Irvine, CA 92614 (the ?Company?) and the Purchaser (?Purchaser?) whose name and addre

September 30, 2015 8-K

NuGene International FORM 8-K CURRENT REPORT (Current Report/Significant Event)

Form 8-K 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 September 25, 2015 Date of Report (Date of earliest event reported) NUGENE INTERNATIONAL, INC.

September 30, 2015 EX-10.12

NUGENE INTERNATIONAL, INC. 15% PROMISSORY NOTE

Exhibit 10.12 Promissory Note THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS N

August 21, 2015 EX-10.11

WARRANT AGREEMENT

Exhibit 10.11 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (?THE ACT?) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE ?LAWS?). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT

August 21, 2015 EX-10.9

OPTION AGREEMENT

Exhibit 10.9 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (?THE ACT?) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE ?LAWS?). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT S

August 21, 2015 EX-10.10

WARRANT AGREEMENT

Exhibit 10.10 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (?THE ACT?) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE ?LAWS?). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT

August 21, 2015 8-K

Financial Statements and Exhibits, 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): August 14, 2015 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-192997 46-3999052 Commissio

August 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2015 OR [ ] 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 333-192997 NuGen

July 21, 2015 8-K

Other Events

8-K 1 s1014968k.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): July 15, 2015 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-19299

June 17, 2015 8-K

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): June 12, 2015 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-192997 46-3999052 Commission

May 29, 2015 EX-10.8

17912 Cowan, Suite A, Irvine, California 92614 Phone: (714) 641-2640 | Fax: (714) 641-2646

Exhibit 10.8 NuGene International, Inc. (NUGN) May 26, 2015 Donna Queen Dear Donna: On behalf of NuGene International, Inc., I am pleased to invite you to join the Board of Directors of NuGene International, Inc. Our Board and management firmly believes that the future promises to be exciting for NuGene and we feel your experience and leadership in the skincare arena will be invaluable as we grow

May 29, 2015 8-K

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

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 26, 2015 NUGENE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 333-192997 46-3999052 Commission f

May 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2015 OR ¨ 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 333-192997 NuGene I

May 15, 2015 EX-10.7

SECURITIES PURCHASE AGREEMENT

EX-10.7 2 s101099ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of , 2015 is entered into by and between NuGene International, Inc., a Nevada corporation (“NuGene”), and , an Individual (“Buyer”), with reference to the following matters: RECITALS A. NuGene, a public company whose shares are listed for trading on ov

March 30, 2015 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

March 30, 2015 EX-21.1

List of subsidiaries of the Registrant

Exhibit 21.1 List of subsidiaries of the Registrant Subsidiary Name Jurisdiction of Incorporation Percentage of Ownership NuGene, Inc. California 100% NuGene BioPharma, Inc. California 100%

March 30, 2015 CORRESP

NuGene International ESP

NuGene International, Inc. 17912 Cowan, Suite A Irvine, California 92614 March 30, 2015 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Long, Assistant Director Re: Bling Marketing, Inc. Amendment No. 1 to Form 8-K Filed March 4, 2015 File No. 333-192997 Dear Ms. Long: By letter dated March 18, 2015, the staff of the Securi

March 30, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-192997 NuGene International, Inc. (Exact name of registrant as specifi

March 23, 2015 EX-1.1

INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT dated as of March 17, 2015 by and between CHRISTOPHER O’BRIEN NUGENE BIOPHARMA, INC.

Exhibit 1.1 INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT dated as of March 17, 2015 by and between CHRISTOPHER O?BRIEN and NUGENE BIOPHARMA, INC. 1 INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, is made as of this March 17, 2015 by and among Chris O?Brien, an individual (?O?Brien?), and NuGene BioPharma, Inc., a California corporation (?Purchaser?). WITNESSETH: WHE

March 23, 2015 8-K

Entry into a Material Definitive Agreement, 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) March 17, 2015 NUGENE INTERNATIONAL , INC.

March 23, 2015 EX-99.1

NuGene BioPharma, Inc. Acquires SkinGuardian®

EX-99.1 3 s100899ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NuGene BioPharma, Inc. Acquires SkinGuardian® FDA-Approved Antimicrobial Topical Cream Protects Skin IRVINE, CA, March 17, 2015 – NuGene International, Inc. (“NuGene”) (OTCQB: NUGN), announced today that its subsidiary corporation, NuGene BioPharma, Inc. has acquired all rights, title and interest in and to SkinGuardian®, an FDA-approved (monog

March 4, 2015 EX-10.6

BUSINESS TRANSFER AND INDEMNITY AGREEMENT by and between BLING MARKETING, INC., a Nevada corporation, Dena Kurland Dated: As of December 29, 2014

Exhibit 10.6 BUSINESS TRANSFER AND INDEMNITY AGREEMENT by and between BLING MARKETING, INC., a Nevada corporation, and, Dena Kurland Dated: As of December 29, 2014 BMI/NuGene Business Transfer-Indemnity BUSINESS TRANSFER AND INDEMNITY AGREEMENT THIS BUSINESS TRANSFER AND INDEMNITY AGREEMENT (this “Agreement”), dated as of December 29, 2014, is entered into by and among Bling Marketing, Inc., a Nev

March 4, 2015 EX-10.3

LICENSE AGREEMENT

Exhibit 10.3 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this 4th day of November 2014, between kathy ireland Worldwide, Inc., a California corporation (“Licensor”), and NuGene Inc (“Licensee”), as follows: WITNESSETH: WHEREAS, Ms. Kathy Ireland (“Ms. Ireland”) is an internationally famous woman and designer with a highly favorable public image and strong

March 4, 2015 EX-4.1

CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS SERIES A PREFERRED STOCK BLING MARKETING, INC. a Nevada corporation

Exhibit 4.1 *150101* ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: Bling Market

March 4, 2015 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

March 4, 2015 CORRESP

NUGN / NuGene International, Inc. CORRESP - -

March 4, 2015 NuGene International, Inc. 720 Paularino Drive Costa Mesa, CA 92626 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Long, Assistant Director Re: Bling Marketing, Inc. Form 8-K Filed January 6, 2015 File No. 333-192997 Dear Ms. Long: By letter dated February 2, 2015, the staff of the Securities and Exchange Com

March 4, 2015 EX-2.1

Agreement and Plan of Merger dated as of December 26, 2014 and entered into by and among Bling Marketing Inc., a Nevada corporation NG Acquisition Inc., a California Corporation, NuGene, Inc., a California corporation, AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Agreement and Plan of Merger dated as of December 26, 2014 and entered into by and among Bling Marketing Inc., a Nevada corporation and NG Acquisition Inc., a California Corporation, and NuGene, Inc., a California corporation, AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of December 26, 2014, is entered into by and among Bling Marketing In

February 13, 2015 CORRESP

NUGN / NuGene International, Inc. CORRESP - -

February 13, 2015 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Long, Assistant Director Re: Bling Marketing, Inc. Form 8-K Filed January 6, 2015 File No. 333-192997 Dear Ms. Long: Staff's comment letter to us dated February 2, 2015 requests that our response be submitted to the Commission within 10 business days of the d

February 2, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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) January 22, 2015 NUGENE INTERNATIONAL, INC.

January 6, 2015 EX-3.1

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov *090203* Certificate of Amendment Filed in the office of Document Number (PURSUANT TO NRS 78.385 AND 78.390) 20140822494-96 Filing Date and Time Ross Miller 12/23/2014 3:48 PM Secretary of State Entity Number State of Nevada E0523602013-3 USE BLACK INK ON

January 6, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 26, 2014 BLING MARKETING , INC.

January 6, 2015 EX-99.2

NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended December 31, 2012

NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended DECEMBER 31, 2012 NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended December 31, 2012 CONTENTS: PAGE Report of Independent Registered Public Accounting Firm 2 Balance Sheets as of December 31, 2012 and December 31, 2011 (unaudited) 3 Statement of Operations for the years ended December 31, 2012 and December 31, 2011 (unaudited) 4

January 6, 2015 EX-10.1

LOCK-UP/LEAK-OUT AGREEMENT

EX-10.1 6 s100610ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 LOCK-UP/LEAK-OUT AGREEMENT This Lock-Up/Leak-Out Agreement (this “Agreement”) is made and entered into as of the date set forth in the SPA (as defined below), by and between Bling Marketing, Inc., a Nevada corporation (the “Company”) and the person whose name appears below (the “Shareholder”) (for all purposes hereof, “Shareholder” includes any

January 6, 2015 EX-4.1

CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS SERIES A PREFERRED STOCK BLING MARKETING, INC. a Nevada corporation

Exhibit 4.1 *150101* ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: Bling Market

January 6, 2015 EX-10.2

LOCK-UP/LEAK-OUT AGREEMENT

Exhibit 10.2 LOCK-UP/LEAK-OUT AGREEMENT This Lock-Up/Leak-Out Agreement (this “Agreement”) is made and entered into as of the date set forth in the SPA (as defined below), by and between Bling Marketing, Inc., a Nevada corporation (the “Company”) and the person whose name appears below (the “Shareholder”) (for all purposes hereof, “Shareholder” includes any “affiliate, controlling person of Shareh

January 6, 2015 EX-10.3

LICENSE AGREEMENT

Exhibit 10.3 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this day of November 2014, between kathy ireland Worldwide, Inc., a California corporation (“Licensor”), and NuGene Inc (“Licensee”), as follows: WITNESSETH: WHEREAS, Ms. Kathy Ireland (“Ms. Ireland”) is an internationally famous woman and designer with a highly favorable public image and strong bran

January 6, 2015 EX-10.6

BUSINESS TRANSFER AND INDEMNITY AGREEMENT by and between BLING MARKETING, INC., a Nevada corporation, Dena Kurland Dated: As of December __, 2014

Exhibit 10.6 BUSINESS TRANSFER AND INDEMNITY AGREEMENT by and between BLING MARKETING, INC., a Nevada corporation, and, Dena Kurland Dated: As of December , 2014 BMI/NuGene Business Transfer-Indemnity BUSINESS TRANSFER AND INDEMNITY AGREEMENT THIS BUSINESS TRANSFER AND INDEMNITY AGREEMENT (this “Agreement”), dated as of December, 2014, is entered into by and among Bling Marketing, Inc., a Nevada c

January 6, 2015 EX-99.1

NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended DECEMBER 31, 2013 NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended December 31, 2013

EX-99.1 12 s100610ex99-1.htm EXHIBIT 99.1 NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended DECEMBER 31, 2013 NUGENE INC. ANNUAL FINANCIAL STATEMENTS for the year ended December 31, 2013 CONTENTS: PAGE Report of Independent Registered Public Accounting Firm 2 Balance Sheets as of December 31, 2013 and 2012 3 Statement of Operations for the years ended December 31, 2013 and 2012 4 Statemen

January 6, 2015 EX-99.3

NUGENE INC. INTERIM FINANCIAL STATEMENTS for the period ended September 30, 2014

NUGENE INC. INTERIM FINANCIAL STATEMENTS for the period ended SEPTEMBER 30, 2014 NUGENE INC. INTERIM FINANCIAL STATEMENTS for the period ended September 30, 2014 CONTENTS: PAGE Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013 2 Statement of Operations for the three and nine month periods ended September 30, 2014 and 2013 (unaudited) 3 Statements of Cash Flows for the nine

January 6, 2015 EX-10.4

STANDARD SUBLEASE AGREEMENT

Exhibit 10.4 STANDARD SUBLEASE AGREEMENT 1. Parties. This Sublease, dated, for reference purposes only, December 1, 2014 is made by and between Advanced Surgical Partners, Inc., a California corporation (herein called “Sublessor”) and Nugene, Inc., a California corporation (herein called “Sublessee”). 2. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublesso

January 6, 2015 EX-3.2

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Exhibit 3.2 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov *090203* Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and

January 6, 2015 EX-10.5

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT 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 FOR THE

January 6, 2015 EX-2.1

Agreement and Plan of Merger dated as of December 26, 2014 and entered into by and among Bling Marketing Inc., a Nevada corporation NG Acquisition Inc., a California Corporation, NuGene, Inc., a California corporation, AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Agreement and Plan of Merger dated as of December 26, 2014 and entered into by and among Bling Marketing Inc., a Nevada corporation and NG Acquisition Inc., a California Corporation, and NuGene, Inc., a California corporation, AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of December 26, 2014, is entered into by and among Bling Marketing In

October 27, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2014 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from to Commission File Number 333-192997 Bling Marketing, Inc. (Exact n

September 11, 2014 8-K

Change in Shell Company Status

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act August 13, 2014 Date of Report (Date of Earliest Event Reported) Bling Marketing, Inc.

August 13, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2014 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from to Commission File Number 333-192997 Bling Marketing, Inc. (Exact name o

May 5, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2014 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from to Commission File Number 333-192997 Bling Marketing, Inc. (Exact name

March 5, 2014 CORRESP

-

Bling Marketing, Inc. 150 West 46th Street, Suite 5R New York, New York 10036 Telephone (855) 307-2134 March 5, 2014 Division of Corporation Finance United States Securities and Exchange Commission 100 F. Street N.E. Washington, D.C. 20549 Re: Acceleration of Effective Date Bling Marketing, Inc. Registration on Form S-1 File No. 333-192997 Dear Sir or Madam: Pursuant Rule 461 of the Securities Act

February 24, 2014 S-1/A

- FORM S-1/A

S-1/A 1 blings1am3v2.htm FORM S-1/A File Number: 333-192997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bling Marketing, Inc. (Exact name of registrant as specified in its charter) Nevada 5094 46-3999052 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I

February 24, 2014 CORRESP

-

Bling Marketing, Inc. 150 West 46th Street, Suite 5R New York, New York 10036 February 24, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bling Marketing, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed February 5, 2014 File No. 333-192997 General 1. We note your response to comment 2 in our letter dated J

February 5, 2014 CORRESP

-

Bling Marketing, Inc. 150 West 46th Street, Suite 5R New York, New York 10036 February 5, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bling Marketing, Inc. Registration Statement on Form S-1 Filed December 20, 2013 File No. 333-192997 Explanatory Note: This amendment to the Registration Statement is being filed to provi

February 5, 2014 S-1/A

- FORM S-1/A

File Number: 333-192997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 /A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bling Marketing, Inc. (Exact name of registrant as specified in its charter) Nevada 5094 46-3999052 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)

January 31, 2014 CORRESP

-

Bling Marketing, Inc. 150 West 46th Street, Suite 5R New York, New York 10036 January 31, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bling Marketing, Inc. Registration Statement on Form S-1 Filed December 20, 2013 File No. 333-192997 General 1. Your disclosure indicates that you are a development stage company that int

January 31, 2014 S-1/A

- FORM S-1/A

File Number 333-192997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 /A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bling Marketing, Inc. (Exact name of registrant as specified in its charter) Nevada 5094 46-3999052 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.) 1

December 20, 2013 EX-3.1

Certificate of Incorporation. Incorporated by reference to Exhibit 3(i) of the Company’s Registration Statement on Form S-1 File Number 333-192997 filed December 20, 2013.

December 20, 2013 S-1

Registration Statement - FORM S-1

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bling Marketing, Inc. (Exact name of registrant as specified in its charter) Nevada 5094 46-3999052 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.) 150 West 46th Street, Suite

December 20, 2013 EX-3.2

Bylaws. Incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form S-1 File Number 333-192997 filed December 20, 2013.

EX-3.2 5 exhibit32.htm EXHIBIT 3.2 BYLAWS OF BLING MARKETING, INC. A NEVADA CORPORATION ARTICLE I OFFICES Section 1.01 Registered Office and Agent. The name of the registered agent and the location of the registered office of the Corporation in the State of Nevada shall be VCorp Services, LLC, 1645 Village Center Circle, Suite 170, Las Vegas, Nevada 89134, and such information shall be filed in th

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