UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
x Annual Report Pursuant to Section 13 or 15(D)15(d) of the Securities Exchange Act of 1934
 
for the fiscal year endedJuly 31, 20092010
 
¨ Transition Report UnderPursuant to Section 13 or 15(D)15(d) of the Securities Exchange Act of 1934
 
for the transition period from _______________ to _______________
 
Commission File Number:  333-138951
 
BLINK COUTURE, INC.
(Exact name of small Business Issuer as specified in its charter)
 
Delaware98-0568153
(State or other jurisdiction of incorporation or(IRS Employer Identification No.)
organization) 
  
122 Ocean Park Blvd., Suite 307c/o Regent Private Capital, LLC 
Santa Monica, CA
152 West 57th Street, 9th Floor
90405
New York, New York10019
(Address of principal executive offices)(Zip Code)
 
Issuer's telephone number, including area code:(310) 396-1691 (212) 792-5300

n/aNot Applicable

Former address if changed since last report
 
Securities registered under Section 12(b) of the Exchange Act:   None
 
Securities registered under Section 12(g) of the Exchange Act:None
 
Common Stock, par value $0.0001 per shareIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨   No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨   No x
  
CheckIndicate by checkmark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was  required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yesx   No¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨Yes     o Yes No     ¨o
 
CheckIndicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form,herein, and no disclosure will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated
Filer¨
 
Accelerated
Filer¨
 
Non-Accelerated Filer¨ (Do not check if a
smaller reporting company)
 
Smaller Reporting Companyx
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
x Yes ¨ No
 
State issuer's revenues for its most recent fiscal year: $0.00
As of September 30, 2009, theThe aggregate market value of the voting Common Stockand non-voting  common stock held by non-affiliates of the registrant based onas of January 29, 2010 (the last business day of the registrant’s most recent quote on the OTCBB of $.06 per share is $254,415.00.recently completed second fiscal quarter) was $42,816.
 
State theThe number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 20,640,250 shares ofregistrant’s common stock, as of September 30, 2009.par value $0.0001 per share outstanding on October 25, 2010 was 393,169 shares.

 
 
 

TABLE OF CONTENTS

PART I
     
ITEM 1. BUSINESS 1  2
ITEM 1A. RISK FACTORS 7  8
ITEM 1B. UNRESOLVED STAFF COMMENTS 12  8
ITEM 2. PROPERTIES 12  8
ITEM 3. LEGAL PROCEEDINGS 12  8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSREMOVED AND RESERVED 12  8
     
PART II
     
ITEM 5. 
MARKET FOR REGISTRANTSREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 12  8
ITEM 6. SELECTED FINANCIAL DATA 13  9
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS 14  10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15  13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16  13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 27  22
ITEM 9A(T).9A CONTROLS AND PROCEDURES 27  22
ITEM 9B. OTHER INFORMATION 28  23
     
PART III
     
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 28  23
     
ITEM 11. EXECUTIVE COMPENSATION 29  24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 29  25
ITEM 13..CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 30  25
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES 31  26
     
PART IV
     
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 32  27
     
SIGNATURES   34  30

 
i
 

FORWARD LOOKING STATEMENTS
Forward-Looking Statements
 
This Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of Blink Couture, Inc. and its consolidated subsidiaries (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in the “Risk Factors” section in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

Certain  Information
All references in this Report to the number of shares of our Common Stock, issued and outstanding, and all share prices reflect a 1-for-52-1/2 reverse stock split of our shares of Common Stock which was effective on November 23, 2009.
 
PART I
 
ITEM 1.BUSINESS.

Background

Blink Couture, Inc. (the “Company”)The Company was incorporated in the State of Delaware on October 23, 2003, asunder the name Fashionfreakz International Inc. andOn December 2, 2005, the Company changed its name to Blink Couture, Inc. On December 2, 2005.  The Company does not have any subsidiaries.  TheUntil March 4, 2008, the Company’s principal business plan was to createthe online retail marketing of trendy clothing and conduct an online fashion business, however, the Company never generated any meaningful revenues,accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. The Company’s business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction.

The Company’s current business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity. The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.

The Company’s principal shareholders are in contact with broker-dealers and other persons with whom they are acquainted who are involved in corporate finance matters to advise them of the Company’s existence and to determine if any companies or businesses they represent have an interest in considering a merger or acquisition with the Company. No assurance can be given that the Company will be successful in finding or acquiring a desirable business opportunity, given that limited funds are available for acquisitions, or that any acquisition that occurs will be on terms that are favorable to the Company or its stockholders.
 
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We will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the limited experience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. Our decision-making will be particularly dependent upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.
Additionally, the Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce our likelihood of identifying and consummating a successful business combination.

Any business opportunity that is acquired by the Company is expected to have a desire to become a public company and establish a public trading market for its securities. As such, in connection with such business combination, it is likely control of the Company would be issued by the Company or purchased from the current principal shareholders of the Company by the acquiring entity or its affiliates. If stock is purchased from the current shareholders, the transaction is very likely to result in substantial gains.
We fully anticipate that business opportunities will come to the Company’s attention from various sources. These sources may include, but not be limited to, its principal shareholders, professional advisors such as attorneys and accountants, securities broker-dealers, and others who may present unsolicited proposals. Currently, the Company has no agreements, whether written or oral, with any individual or entity, to act as a finder for the Company. However, at the present, we contemplate that our majority shareholder, Regent Private Capital, LLC (“Regent”), or certain of its affiliates may introduce a business combination target to us. Lawrence Field, our sole officer and director is also a managing director of Regent.

It is possible that the range of business opportunities that might be available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny stock” regulations.

The Company believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition candidates who have a need for an immediate cash infusion are not likely to find a potential business combination with the Company to be an attractive alternative.
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The Company’s searchfocus is directed towardon small and medium-sized enterprises which have a desire to become public corporationscompanies and which are able to satisfy, or anticipate in the reasonably near future being able to satisfy, the minimum asset and other requirements in order to qualify shares for trading on NASDAQ SmallCapa senior stock exchange such as the Nasdaq Market or a stock exchangethe NYSE Amex (See “Investigation and Selection of Business Opportunities”). The Company anticipates that the business opportunities presented to itpotential acquisition candidates may (i) be recently organized with no operating history, or a history of losses attributable to under-capitalization or other factors; (ii) be experiencing financial or operating difficulties; (iii) be in need of funds to develop a new product or service or to expand into a new market; (iv) be relying upon an untested product or marketing concept; or (v) have a combination of the characteristics mentioned in (i) through (iv). The Company intends to concentrate its acquisition efforts on properties or businesses that it believes to be undervalued. Given the above factors, investors should expect that any acquisition candidate may have a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources. This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others. The Company’s discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.

Any entity which has an interest in being acquired by, or merging into the Company, is expected to be an entity that desires to become a public company and establish a public trading market for its securities. In connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of the Company would be issued by the Company or purchased from the current principal shareholders of the Company by the acquiring entity or its affiliates. If stock is purchased from the current shareholders, the transaction is very likely to result in substantial gains to them relative to their purchase price for such stock. In the Company’s judgment, none of its officers and directors would thereby become an “underwriter” within the meaning of the Section 2(11) of the Securities Act of 1933, as amended. The sale of a controlling interest by certain principal shareholders of the Company could occur at a time when the other shareholders of the Company remain subject to restrictions on the transfer of their shares.

It is anticipated that business opportunities will come to the Company’s attention from various sources, including its principal shareholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company has no plans, understandings, agreements, or commitments with any individual for such person to act as a finder of opportunities for the Company.

The Company does not foresee that it wouldcurrently intend to enter into a merger or acquisition transaction with any business with which itsany of the Company’s officers, directors or principal shareholders are currently affiliated. ShouldNotwithstanding the foregoing, should the Company determine, in the future, contrary to foregoing expectations, that a transaction with an affiliateaffiliated company would be in the best interests of the Company and its stockholders, the Company is, in general, permitted by Delaware law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or

2. The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

3. The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders.

2
Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business opportunity may be made upon the principal shareholders’ analysis of the quality of the other company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, the perceived benefit the Company will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to access capital, shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the owners of a business opportunitypotential acquisition candidate to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes. Because the Company may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, it should be emphasizedis possible that the Company willcould incur further risks, because management in many instances will not have proved its abilities or effectiveness, the eventual market for such company’s products or services will likely not be established, and such company may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will essentially be limited to one such venture because of the Company’s limited financial resources. This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase the Company’s securities.another.


4
It is emphasized that the
The Company may effectconsummate transactions having a potentially adverse impact upon the Company’s shareholders pursuant to the authority and discretion of the Company’s management and board of directors to complete acquisitions without submitting any proposal to the stockholders for their consideration. Holders of the Company’s securities should not anticipate that the Company will necessarily furnish such holders, prior to any merger or acquisition, with financial statements, or any other documentation, concerning a target company or its business. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by such directors to seek the stockholders’ advice and consent or because state law so requires.

The analysis of new business opportunities will be undertaken by or under the supervision of our management and the Company’s principal shareholders, who are not professional business analysts. Although there are no current plans to do so,shareholders. Current or future management of the Company mightmay decide to hire outside consultants to assist in the investigation and selection of business opportunities, and might pay a finder’s fee.fee, in stock in cash, as allowed by law. Since the Company has no current plans to use any outside consultants, no criteria or advisors to assist in the investigation and selection of business opportunities, no policies have been adopted regarding use of such consultants or advisors, the criteria toadopted. No assurance can be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of feesgiven that may be paid. However, because of the limited resources of the Company it is likelywill be successful in finding or acquiring a desirable business opportunity, given that limited funds are available for acquisitions, or that any such fees the Company agrees to pay would be paid in stock and not in cash. Otherwise, the Company anticipatesacquisition that it will consider, among other things, the following factors:

1. Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;

2. The Company’s perception of how any particular business opportunityoccurs will be received by the investment community and by the Company’s stockholders;

3. Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming sufficienton terms that are favorable to enable the securities of the Company to qualify for listing on an exchange or on a national automated securities quotation system, such as NASDAQ, so as to permit the trading of such securities to be exempt from the requirements of Rule 15c2-6 adopted by the Securities and Exchange Commission. See “Risk Factors—The Company Regulation of Penny Stocks.”

4. Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, throughits stockholders.

 As of the saledate of additional securities, through joint ventures or similar arrangements, or from other sources;the period covered by this report, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

 
(a)Potential for growth, indicated by new technology, anticipated market expansion or new products;
3
(b)Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c)Strength and diversity of management, either in place or scheduled for recruitment;
(d)Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e)The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f)The extent to which the business opportunity can be advanced;
(g)The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
 
(h)Other relevant factors.

5. The extent to which the business opportunity can be advanced;

6. Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;

7. Strength and diversity of existing management, or management prospects that are scheduled for recruitment;

8. The cost of participation by the Company as compared to the perceived tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items.

In regard toapplying the possibility that the shares of the Company would qualify for listing on the NASDAQ SmallCap Market, the current standards include the requirements that the issuer of the securities satisfy, among other requirements, certain minimum levels of shareholder equity, market value or net income. Many of the business opportunities that might be potential candidates for a combination with the Company would not satisfy the NASDAQ SmallCap Market listing criteria.

Notforegoing criteria, no one of the factors described abovewhich will be controlling, in the selection of a business opportunity, and the Companymanagement will attempt to analyze all factors appropriate to each opportunityand circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Potential investors must recognize that, because ofDue to the Company’sCompany's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business opportunity. Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or services marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurances that audited financial statements would be able to be produced within a reasonable period of time following completion of a merger transaction; and other information deemed relevant.


5
As part of the Company’s investigation, the Company’s principal shareholders may meet personally with management and key personnel mayof a potential acquisition candidate, visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company’s limited financial resources.

It is possible that the range of business opportunities that might be available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny stock” regulations. See “Risk Factors - Regulation of Penny Stocks.”

4

The Company believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition candidates which have a need for an immediate cash infusion are not likely to find a potential business combination with the Company to be an attractive alternative.
There are no loan arrangements or arrangements for any financing whatsoever relating to any business opportunities currently available.

Form of Acquisition

It is impossiblenot possible to predict the manner in which the Company may participate in a business opportunity.opportunity with any degree of certainty. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization, and although it is likely, there is no assurance that the Company would be the surviving entity. In addition, the present management, board of directors and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, the Company’s existing management and directors may resign and new management and directors may be appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of Common Stockcommon stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under the Internal Revenue Code of 1986, as amended, depends upon the issuance to the stockholders of the acquired company of a controlling interest (i.e. 80% or more) of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, the Company’s current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in the Company by the principal shareholders.

It is anticipated that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available, from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated, or under certain conditions or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market that might develop in the Company’s securities may have a depressive effect upon such market.

The Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms normally found in an agreement of that type.

 
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As a general matter, the Company anticipates that it, and/or its officers and principal shareholders will enter into a letter of intent with the management, principals or owners of a prospective business opportunitypotential acquisition candidate prior to signing a binding agreement. Such letter of intent will set forth the terms of the proposed acquisition, but will generally not bind any of the parties to consummate the transaction. Execution of a letter of intent will by no means indicate that consummation of an acquisition is probable. Neither the Company nor any of the other parties to the letter of intent will be bound to consummate the acquisition unless and until a definitive agreement concerning the acquisition as described in the preceding paragraph is executed. Even after a definitive agreement is executed, it is possible that the acquisition would not be consummated should any party elect to exercise any right provided in the agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to procure such goods and services.

In all probability, upon completion of an acquisition or merger, there will be a change in control through issuance of substantially more shares of common stock. Further, in conjunction with an acquisition or merger, it is likely that the principal shareholders may offer to sell a controlling interest at a price not relative to or reflective of a price which could be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation

The Company may participate in a business opportunity by purchasing, trading or selling the securities of such business. The Company does not, however, intend to engage primarily in such activities. Specifically, the Company intends to conduct its activities so as to avoid being classified as an “investment company” under the Investment Company Act of 1940 (the “Investment Act”), and therefore to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.

Section 3(a) of the Investment Act contains the definition of an “investment company,” and it excludes any entity that does not engage primarily in the business of investing, reinvesting or trading in securities, or that does not engage in the business of investing, owning, holding or trading “investment securities” (defined as “all securities other than government securities or securities of majority-owned subsidiaries”) the value of which exceeds 40% of the value of its total assets (excluding government securities, cash or cash items). The Company intends to implement its business plan in a manner which will result in the availability of this exception from the definition of “investment company.” Consequently, the Company’s participation in a business or opportunity through the purchase and sale of investment securities will be limited.

The Company’s plan of business may involve changes in its capital structure, management, control and business, especially if it consummates a reorganization as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since the Company will not register as an investment company, stockholders will not be afforded these protections.

Any securities which the Company might acquire in exchange for its Common Stock are expected to be “restricted securities” within the meaning of the Securities Act of 1933, as amended (the “Act”). If the Company elects to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the U. S. Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale. Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, the Company would be required to comply with the provisions of the Act to effect such resale.

6

An acquisition made by the Company may be in an industry which is regulated or licensed by federal, state or local authorities. Compliance with such regulations can be expected to be a time-consuming and expensive process.


7
Competition

The Company expects to encounter substantial competition in its efforts to locate attractive opportunities, primarily from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these entities will have significantly greater experience, resources and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access to attractive business opportunities.

Employees

AsWe presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and anticipate that they will devote to our business very limited time until the acquisition of July 31, 2009,a successful business opportunity has been identified. We expect no significant changes in the Company had no employees.number of our employees other than such changes, if any, incident to a business combination.

ITEM 1A.  RISK FACTORS
Risk FactorsFACTORS.

There are several material risks associated with the Company.  You should carefully consider the risks and uncertainties described below, which constitute all of the material risks relating to the Company.  If any of the following risks are realized, our business, operating results and financial condition could be harmed.  This means investors could lose all or a part of their investment.

(a) CONFLICTS OF INTEREST. Certain conflicts of interest may exist between the Company and its officers, directors and principal shareholders. They have other business interests to which they devote their attention, and they will devote little time to the business of the Company. As a result, conflicts“smaller reporting company” as defined by Item 10 of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to the Company. See “Management” and “Conflicts of Interest.”

(b) NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and such funds may not be adequate to take advantage of any available business opportunities. Even if the Company’s funds prove to be sufficient to acquire an interest in, or complete a transaction with, a business opportunity, the Company may not have enough capital to exploit the opportunity. The ultimate success of the Company may depend upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.

(c) REGULATION OF PENNY STOCKS. The Company’s securities may be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.

7

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because the securities of the Company may constitute “penny stocks” within the meaning of the rules, the rules would apply to the Company and to its securities. The rules may further affect the ability of owners of Shares to sell the securities of the Company in any market that might develop for them.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

(d) LACK OF OPERATING HISTORY. The majority interest in the Company was purchased in Octoberl 2007 for the purpose of seeking a business opportunity. Due to the special risks inherent in the investigation, acquisition, or involvement in a new business opportunity, the Company must be regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.

(e) NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the Company will acquire a favorable business opportunity. Even if the Company should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of the Company’s Common Stock will be increased thereby.

(f) POSSIBLE BUSINESS - NOT IDENTIFIED AND HIGHLY RISKY. The Company has not identified and has no commitments to enter into or acquire a specific business opportunity and therefore can disclose the risks and hazards of a business or opportunity that it may enter into in only a general manner, and cannot disclose the risks and hazards of any specific business or opportunity that it may enter into. An investor can expect a potential business opportunity to be quite risky. The Company’s acquisition of or participation in a business opportunity will likely be highly illiquid and could result in a total loss of investment to the Company and its stockholders if the business or opportunity proves to be unsuccessful. See Item 1 “Description of Business.”

(g) TYPE OF BUSINESS ACQUIRED. The type of business to be acquired may be one that desires to avoid effecting its own public offering and the accompanying expense, delays, uncertainties, and federal and state requirements which purport to protect investors. Because of the Company’s limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.

(h) IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company’s limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before the Company commits its capital or other resources thereto. Decisions will therefore likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if the Company had more funds available to it, would be desirable. The Company will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking the Company’s participation. A significant portion of the Company’s available funds may be expended for investigative expenses and other expenses related to preliminary aspects of completing an acquisition transaction, whether or not any business opportunity investigated is eventually acquired.

8

(i) LACK OF DIVERSIFICATION. Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company’s probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.

(j) RELIANCE UPON FINANCIAL STATEMENTS. The Company generally will require audited financial statements from companies that it proposes to acquire. In cases where no audited financials are available, the Company will have to rely upon interim period unaudited information received from target companies’ management that has not been verified by outside auditors. The lack of the type of independent verification which audited financial statements would provide, increases the risk that the Company, in evaluating an acquisition with such a target company, will not have the benefit of full and accurate information about the financial condition and recent interim operating history of the target company. This risk increases the prospect that the acquisition of such a company might prove to be an unfavorable one for the Company or the holders of the Company’s securities.

Moreover, the Company will be subject to the reporting provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and thus will be required to furnish certain information about significant acquisitions, including audited financial statements for any business that it acquires. Consequently, acquisition prospects that do not have, or are unable to provide reasonable assurances that they will be able to obtain, the required audited statements would not be considered by the Company to be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Should the Company, during the time it remains subject to the reporting provisions of the Exchange Act, complete an acquisition of an entity for which audited financial statements prove to be unobtainable, the Company would be exposed to enforcement actions by the Securities and Exchange Commission (the “Commission”) and to corresponding administrative sanctions, including permanent injunctions against the Company and its management. The legal and other costs of defending a Commission enforcement action would have material, adverse consequences for the Company and its business. The imposition of administrative sanctions would subject the Company to further adverse consequences. In addition, the lack of audited financial statements would prevent the securities of the Company from becoming eligible for listing on NASDAQ, or on any existing stock exchange.

Moreover, the lack of such financial statements is likely to discourage broker-dealers from becoming or continuing to serve as market makers in the securities of the Company. Without audited financial statements, the Company would almost certainly be unable to offer securities under a registration statement pursuant to the Securities Act of 1933, and the ability of the Company to raise capital would be significantly limited until such financial statements were to become available.

(k) OTHER REGULATION. An acquisition made by the Company may be of a business that is subject to regulation or licensing by federal, state, or local authorities. Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit other investment opportunities of the Company.

(l) LIMITED PARTICIPATION OF MANAGEMENT. The Company currently has only one individual who is serving as its sole officer and director on a very limited-time basis. The Company is therefore heavily dependent upon the skills, talents, and abilities of the principal shareholders to implement its business plan. See “Management.”

(m) LACK OF CONTINUITY IN MANAGEMENT. The Company does not have any employment agreements with its officers and directors, and as a result, there is no assurance they will continue to be associated with the Company in the future. In connection with acquisition of a business opportunity, it is likely the current officers and directors of the Company may resign subject to compliance with Section 14f of the Securities Exchange Act of 1934. A decision to resign will be based upon the identity of the business opportunity and the nature of the transaction, and is likely to occur without the vote or consent of the stockholders of the Company.
9

(n) NO INDEPENDENT AUDIT COMMITTEE OF BOARD OF DIRECTORS. The Company does not have an independent Audit Committee of its Board of Directors. The entire Board of Directors functions as the Company’s Audit Committee. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and rules and regulations adopted by the U.S. Securities and Exchange Commission Rules to implement the Sarbanes-Oxley Act impose certain standards on listed companies relative to the maintenance and operations of Board of Directors Audit Committees, including but not limited to the requirement that Audit Committees be appointed, that membership of such committees comprise only independent directors, that a financial professional be among the membership of such committee and that such committee be afforded an adequate operating budget and be able to employ independent professional advisors. The Sarbanes-Oxley Act also requires that the Audit Committee oversee the work of a company’s outside auditors and that the outside auditors be responsible to the Audit Committee. At this time,Regulation S-K, the Company is not in compliance with the requirements of the Sarbanes-Oxley Act as they relate to independent Board of Directors Audit Committees. The Company believes that under rules and regulations adopted by the U.S. Securities and Exchange Commission to implement these provisions of the Sarbanes-Oxley Act it is not required to comply with its requirements relating to the appointment of an Audit Committee of its Board of Directors and conforming with the enumerated standards and guidelines because the Company is not a “Listed Company” as defined therein. Notwithstanding, the Company may ultimately be determined not to be incompliance therewith and may therefore face penalties and restrictions on its operations until it comes into full compliance. Additionally, the Company’s failure to comply with the provisions of the Sarbanes-Oxley Act could preclude it from being listed on NASDAQ or any other stock exchanges until it can show that it is in compliance. The Company’s failure to be in compliance with the Sarbanes-Oxley Act could also present an impediment to a potential business combination where the target company intends that the Company apply for listing on NASDAQ or any other applicable stock exchanges.

(o) INDEMNIFICATION OF OFFICERS AND DIRECTORS. Delaware Statutes provide for the indemnification of its directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. The Company will also bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such person’s promise to repay the Company therefor if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by the Company which it will be unable to recoup.

(p) DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the Company’s officers, directors and principal shareholders, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by the Company without any input from stockholders. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to the Company. In the event the Company considers it necessary to hire outside advisors, such persons may be affiliates of the Company, if they are able to provide the required services.

(q) LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a business opportunity by the Company may be leveraged, i.e., the Company may finance the acquisition of the business opportunity by borrowing against the assets of the business opportunity to be acquired, or against the projected future revenues or profits of the business opportunity. This could increase the Company’s exposure to larger losses. A business opportunity acquired through a leveraged transaction is profitable only if it generates enough revenues to cover the related debt and expenses. Failure to make payments on the debt incurred to purchase the business opportunity could result in the loss of a portion or all of the assets acquired. There is no assurance that any business opportunity acquired through a leveraged transaction will generate sufficient revenues to cover the related debt and expenses.

(r) COMPETITION. The search for potentially profitable business opportunities is intensely competitive. The Company expects to be at a disadvantage when competing with many firms that have substantially greater financial and management resources and capabilities than the Company. These competitive conditions will exist in any industry in which the Company may become interested.this information.
 
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(s) NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common Stock and does not anticipate paying such dividends in the foreseeable future.

(t) LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may consider an acquisition in which the Company would issue as consideration for the business opportunity to be acquired an amount of the Company’s authorized but unissued Common Stock that would, upon issuance, represent the great majority of the voting power and equity of the Company. The result of such an acquisition would be that the acquired company’s stockholders and management would control the Company, and the Company’s board of directors and management could be replaced by persons unknown at this time. Such a merger would result in a greatly reduced percentage of ownership of the Company by its current shareholders.

(u) RULE 144 SALES. The majority of the outstanding shares of Common Stock held by present stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the restricted securities have been held by the owner for a period of two years. Nonaffiliate shareholders who have held their shares under Rule 144 for two years are eligible to have freely tradable shares. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of the Common Stock in any market that may develop. All shares become available for resale (subject to volume limitations for affiliates) under Rule 144, one year after date of purchase subject to applicable volume restrictions under the Rule.
Going Concern Qualification
Our auditors have prepared their report on the auditied financial statements contained in this Annual Report on a going concern basis which contemplates the realization of assets and liquidation of liabilities in the ordinary course of business; however, currently such realization of assets and liquidation of liabilities are subject to significant uncertainties.
As shown in the accompanying audited financial statements, as of July 31, 2009 our current liabilities exceed our current assets by $81,491 and our total liabilities exceed our total assets by $81,491.  These factors, among others, indicate that we may be unable to continue existence.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the we be unable to continue in existence.
The appropriateness by the Company of continuing to use the aforementioned basis of accounting is dependent upon, among other things, the ability to maintain and increase existing credit facilities or raise additional capital.
No Rights of Dissenting Shareholders

The Company does not intend to provide Company shareholders with complete disclosure documentation including audited financial statements, concerning a possible target company prior to acquisition, because Delaware law vests authority in the Board of Directors to decide and approve matters involving acquisitions within certain restrictions. Any transaction would be structured as an acquisition, not a merger, with the Registrant being the parent company and the acquiree being merged into a wholly owned subsidiary.
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ITEM 1B.  UNRESOLVED STAFF COMMENTSCOMMENTS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
 
None.
ITEM 2.    PROPERTIES.

As of July 31, 2009, theThe Company did not own or leaseneither rents nor owns any properties. The Company uses the office space and equipment of Regent rent free. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3.    LEGAL PROCEEDINGSPROCEEDINGS.

As of July 31, 2009, theThe Company was not a party to any pending or threatened legal proceedings.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSREMOVED AND RESERVED.
None
PART II.
 
ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market PriceCommon Stock

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”). As of October 20, 2010, there were 393,169 shares of Common Stock issued and outstanding which were held by 22 holders of record.

Preferred Stock
 
Our commonCertificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The Company has not yet issued any of its Preferred Stock.
Options and Warrants
None of the shares of our Common Stock are subject to outstanding options or warrants.
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Dividend Policy

        The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.
Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Market for Our Shares of Common Stock

Our Common Stock is quoted on the OTC Bulletin Board, under the trading symbol “BLKC.OB”“BLKU.OB”. The market for our stockCommon Stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock.Common Stock. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

The following table shows the high and low prices of our common shares of Common Stock on the OTC Bulletin Board for each quarter sinceduring our common stock began to trade on the OTC Bulletin Board on February 26, 2007.fiscal years ended July 31, 2009 and 2010. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:
 
Period High  Low 
February 26, 2007 – April 30, 2007  N/A   N/A 
May 1, 2007 – July 31, 2007 $0.75  $0.235 
August 1, 2007-October 31, 2007 $0.85  $0.20 
November 1, 2007-January 31, 2008 $0.85  $0.85 
February 1, 2008-April 30, 2008 $0.85  $0.05 
May 1, 2008-July 31, 2008 $0.09  $0.09 
August 1, 2008-October 31, 2008 $0.09  $0.09 
November 1, 2008-January 31, 2009 $0.09  $0.09 
February 1, 2009-April 30, 2009 $0.09  $0.06 
May 1, 2009-July 31, 2009 $0.06  $0.06 

Options and Warrants
None of the shares of our common stock are subject to outstanding options or warrants.
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Notes Payable

At July 31, 2009, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $77,653, which represents amounts loaned to the Company to pay the Company’s expenses of operation. On January 31, 2009, the Company exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008 and October 31, 2008, together with an additional shareholder payable in the amount of $14,463 for a promissory note in the amount of $51,577 bearing simple interest at a rate of 6% per annum due and payable on January 30, 2010 (the “Note”).  On April 30, 2009, the parties amended the Note increasing the principal balance to $64,593 representing amounts advanced to the Company by the payee during the period February 1, 2009 through April 30, 2009.    On July 31, 2009, the parties further amended the Note increasing the principal balance to $77,653 representing amounts advanced to the Company by the payee during the period May 1, 2009 through July 30, 2009.
Status of Outstanding Common Stock
As of July 31, 2009, we had a total of 20,640,250 shares of our common stock outstanding.  Of these shares, 16,400,000 are held by “affiliates” of the Company and the remaining shares are either registered or  may be transferred subject to the requirements of Rule 144.  We have not agreed to register any additional outstanding shares of our common stock under the Securities Act.
Holders
We have issued an aggregate of 20,640,000 shares of our common stock to approximately 42 record holders.
Dividends
We have not paid any dividends to date, and have no plans to do so in the immediate future.
Period High  Low 
August 1, 2008 – October 31, 2008 $4.73  $4.73 
November 1, 2008 – January 31, 2009 $4.73  $4.73 
February 1, 2009 – April 30, 2009 $4.73  $3.15 
May 1, 2009 – July 31, 2009 $3.15  $3.15 
August 1, 2009 – October 31, 2009 $3.15  $3.15 
November 1, 2009 – January 31, 2010 $3.15  $0.53 
February 1, 2010 – April 30, 2010 $0.53  $0.53 
May 1, 2010 – July 31, 2010 $0.53  $0.53 

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities

The Company has never purchased nor does it owndid not purchase or redeem any of its equity securities during the fourth quarter of any other issuer.its fiscal year ended July 31, 2010.

ITEM 6.    SELECTED FINANCIAL DATA

Year Ended
   7/31/09  7/31/08  7/31/07  7/31/06 
Revenues $-  $-  $-  $- 
Net Income (Loss) $(59,121) $(14,357) $(42,764) $(6,201)
Net Income (Loss) Per Share, Basic and Diluted $-  $-  $-  $- 
Weighted Average No. Shares, Basic and Diluted  20,640,250   20,640,250   20,640,000   20,415,000 
Stockholders’ Equity (Deficit) $(81,491) $(22,371) $(4,610) $31,199)
Total Assets $-  $-  $5,830  $40,920 
Total Liabilities $81,491  $22,371  $10,445  $9,721 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 
139
 
  
ITEM7.ITEM 7. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
OPERATIONS
 
The following discussion should be read in conjunction with our audited financial statements and the notes thereto.

Overview

Blink Couture, Inc. (the “Company”)The Company was incorporated in the State of Delaware on October 23, 2003, asunder the name Fashionfreakz International Inc. andOn December 2, 2005, the Company changed its name to Blink Couture, Inc. On December 2, 2005.  The Company does not have any subsidiaries.  TheUntil March 4, 2008, the Company’s principal business plan was to createthe online retail marketing of trendy clothing and conduct an online fashion business, however, the Company never generated any meaningful revenues,accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. The Company’s business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction.

The Company’s currentCompany is currently considered to be a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to seek, investigate,merge with an unidentified company or companies.” Many states have enacted statutes, rules and if warranted, acquire oneregulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or more propertiesnominal assets (other than cash) and no or businesses,nominal operations.

We will not be restricted in our search for business combination candidates to any particular geographical area, industry or industry segment, and to pursue other related activities intended to enhance shareholder value. The acquisitionmay enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management’s discretion is, as a practical matter, unlimited in the selection of a business opportunity may be madecombination candidate. Management will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by purchase, merger, exchangeword of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Companymouth. This plan of operation has limited capital, and it is unlikely that the Company will be ablebeen adopted in order to take advantage of more than one such business opportunity. The Company intendsattempt to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.create value for our stockholders.

Results of Operations

Liquidity and Capital Resources
As ofThe Company has not conducted any active operations since March 4, 2008, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from October 23, 2003 (Inception) to July 31, 2009, we had2010. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no cash,assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a working capital deficitgoing concern. The Company’s plan of $81,491 and an accumulated deficit during the development stage of $155,217 through July 31, 2009.  Our operating activities used $65,282 in cashoperation for the fiscal year periodnext twelve months shall be to continue its efforts to locate suitable acquisition candidates.

Year ended July 31, 2010 Compared to Year ended July 31, 2009 while our operations used $39,883 cash in

For the fiscal year ended July 31, 2008.  The increase in uses of operating cash was primarily attributable to the cost of the Services Agreement with Fountainhead Capital Management Limited.  We received $0.00 in revenue during the fiscal year ended July 31, 2009.
Management believes that the Company will require a cash infusion of at least $25,000 for the next twelve months.  Historically, we have depended on loans from our principal shareholders and their affiliated companies (to provide us with working capital as required.  There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.
At July 31, 2009,2010, the Company had loans and notes outstanding from a shareholder in the aggregate amountnet loss of $77,653, which represents amounts loaned$88,960 compared to the Company to pay the Company’s expenses of operation. On January 31, 2009, the Company exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008 and October 31, 2008, together with an additional shareholder payable in the amount of $14,463 for a promissory note in the amount of $51,577 bearing simple interest at a rate of 6% per annum due and payable on January 30, 2010 (the “Note”).  On April 30, 2009, the parties amended the Note increasing the principal balance to $64,593 representing amounts advanced to the Company by the payee during the period February 1, 2009 through April 30, 2009.    On July 31, 2009, the parties further amended the Note increasing the principal balance to $77,653 representing amounts advanced to the Company by the payee during the period May 1, 2009 through July 30, 2009.

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Twelve Months Ended July 31, 2009 Compared to July 31, 2008
The following table summarizes the results of our operations during the fiscal years ended July 31, 2009 and 2008, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:
Line Item 
7/31/09
(audited)
  
7/31/08
(audited)
  
Increase
(Decrease)
  
Percentage
Increase
(Decrease)
 
             
Revenues $0  $0  $0   0.0%
Operating Expenses  56,357   41,392   14,965   36.1%
Net (loss)  (59,121)  (41,392)  17,729   42.8%
Loss per share of common stock  0.00   0.00   0.00   0.0%

We recorded a net loss of $59,121 for the fiscalyear ended July 31, 2009. This increase in net loss of $29,839 (approximately 50%) between the comparable periods was primarily attributable to an increase in legal fees and other professional fees and expenses from $56,357 for the year ended July 31, 2009 as compared with a net loss of $41,392to $82,424 for the fiscal year ended July 31, 2008.2010. The principalincrease in legal fees and other professional fees and expenses for the year ended July 31, 2010, was incurred in connection with a change betweenof professional service providers, which was initiated as a result of the years waschange of control of the Services AgreementCompany effective as of December 29, 2009.

10
Plan of Operation

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i)filing Exchange Act reports, and
(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, Fountainheada company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Liquidity and Capital Management Limited.Resources

We had no cash on hand at July 31, 2010 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, we have accumulated a deficit of $244,178. As of July 31, 2010 we had total liabilities of $170,452.

We have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempt but are unable to complete an acquisition. Our cash requirements for the next twelve months are relatively modest, principally accounting expenses and other expenses relating to making filings required under the Exchange Act, which should not exceed $50,000 in the fiscal year ending July 31, 2011. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars.

11
  
We will only be able to pay our future obligations and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or stockholders will lend funds to us as needed for operations prior to completion of an acquisition. Management and the stockholders are not obligated to provide funds to us, however, and it is not certain they will always want or be financially able to do so. Our stockholders and management members who advance funds to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or stockholders or their affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for services and expenses and expect payment reimbursement only.

Should existing management or stockholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either lend funds to us or buy our securities. There is no assurance whatsoever that we will be able to raise necessary funds, when needed, from outside sources. Such a lack of funds could result in severe consequences to us, including among others:

·failure to make timely filings with the SEC as required by the Exchange Act, which may also result in suspension of trading or quotation of our stock and could result in fines and penalties to us under the Exchange Act;

·curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or

·inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.

It is our intention to seek reimbursement from potential acquisition candidates for professional fees and travel, lodging and other due diligence expenses incurred by our management, in connection with our investigation, negotiation and consummation of a business combination with such acquisition candidates. There is no assurance that any potential candidate will agree to reimburse us for such costs.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended July 31, 2010, relative to our ability to continue as a going concern. We had a working capital deficit of $170,452 at July 31, 2010; we had an accumulated deficit of $244,178 incurred through July 31, 2010; and recorded losses of $88,960 for the year ended July 31, 2010. The going concern opinion issued by our auditors means that there is substantial doubt that we can continue as an ongoing business for the twelve month period ending July 31, 2011 and thereafter. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

SeasonalityContractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
 
Our operating results are not affected by seasonality.
12
Inflation
Our business and operating results are not affected in any material way by inflation.
 
Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies.  In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  The nature of our business generally does not call for the preparation or use of estimates.  Due to the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.
   
ITEM 7A.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
   
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the audited financial statements for the Company for the fiscal years ended July 31, 20092010 and 20082009 and the reports thereon of Paritz & Co, PA.

16
Paritz & Company, P.A.
 
15 Warren Street, Suite 25
Hackensack, New Jersey 07601
(201)342-7753
Fax: (201) 342-7598
E-Mail: paritz @paritz.com
Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Blink Couture, Inc.
(A Development Stage Company)
Santa Monica, CaliforniaNew York, New York

We have audited the accompanying balance sheet of Blink Couture, Inc. (A Development Stage Company) as of July 31, 20092010 and the related statements of operations, changeschange in stockholders‘stockholders’ deficiency and cash flows for the year ended July 31, 20092010 and the period from inception (October 23, 2003) to July 31, 2009.2010.  These financial statements are the responsibility of the Company'sCompany’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 20092010 financial statement referred to above presents fairly, in all material respects, the financial position of BlinkCouture,Blink Couture, Inc. as of July 31, 20092010 and the results of its operations and its cash flows for the period from inception (October 23, 2003) to July 31, 20092010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring net losses and as of July 31, 2009 its2010 it current liabilities and total liabilities exceeded its current assets and total assets by $81,491.$170,452.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Co Co., P.AP.A.
Hackensack, New Jersey
October 19, 200928, 2010

 
1713
 
Blink Couture, Inc.BLINK COUTURE, INC.
BALANCE SHEETS

  July 31,  July 31, 
(in US$)
 
2010
  
2009
 
  (Audited)  (Audited) 
Current Assets
      
Cash $-  $- 
Prepaid Expense  –   – 
Inventory
  –   – 
Total Current Assets  –   – 
         
Property and Equipment (net)  –   – 
         
TOTAL ASSETS $-  $- 
         
Current Liabilities
        
Accounts Payable $4,650  $1,075 
Accrued Interest  9,300   2,764 
Notes Due to Related Parties
  156,502   77,653 
Total Current Liabilities  170,452   81,492 
         
Total Liabilities  170,452   81,492 
         
Stockholders Equity
        
Preferred stock, ($.0001 par value, 20,000,000 shares authorized;  none issued and outstanding)  –   – 
Common stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares outstanding as of July 31, 2010 and July 31, 2009)  2,064   2,064 
Additional Paid-in Capital  71,662   71,662 
Retained Deficit
  (244,178)  (155,218)
Total Stockholders Equity  (170,452)  (81,492)
Total Liabilities & Stockholders Equity $-  $- 
 
(A Development Stage Company)
 
Balance Sheets
14
 

BLINK COUTURE, INC.
STATEMENTS OF OPERATIONS

   
July 31, 2009
(audited
  
July 31, 2008
(audited)
 
ASSETS         
Current assets         
Cash  $-  $- 
Prepaid Expense   -   - 
Inventory   -   - 
          
Total Current Assets   -   - 
          
Property and equipment   -   - 
          
TOTAL ASSETS  $-  $- 
         
LIABILITIES & STOCKHOLDERS’ EQUITY         
Current liabilities         
Accounts payable  $1,075  $- 
Accrued interest  2,763   - 
Due to Related Parties   77,653   22,371 
          
Total liabilities   81,491   22,371 
         
Stockholders’ equity (deficit)         
Preferred stock, par value $0.0001, 20,000,000 shares authorized, no shares issued and outstanding at July 31, 2009 and July 31, 2008, respectively   -   - 
Common stock, par value $0.0001, 100,000,000 shares authorized, 20,640,250 shares issued and outstanding at July 31, 2009 and July 31, 2008, respectively  2,064   2,064 
Additional Paid-in Capital  71,662   71,662 
Deficit Accumulated During the Development Stage   (155,218)  (96,097)
          
Total stockholders’ equity (deficit)   (81,491)   (22,371) 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $-  $- 
     October 23, 2003 thru 
  
Year Ended July 31,
  July 31, 2010 
(in US$)
 
2010
  
2009
  
Since Inception
 
          
Revenues $-  $-  $- 
             
Operating Expenses
            
Amortization  –   –   741 
General and Administrative  3,904   3,483   30,317 
Management Fees  40,000   40,000   107,500 
Marketing  –   –   11,192 
Professional Fees  38,520   12,874   84,361 
Rent
  –   –   767 
Total Operating Expenses  82,424   56,357   234,878 
             
Other Expenses            
Interest Expense  6,536   2,764   9,300 
             
Total Expenses  88,960   59,121   244,178 
             
Net Income $(88,960) $(59,121) $(244,178)
             
Basic Earnings/Loss per share $(0.23) $(0.15)    
Weighted Average Shares  393,169   393,169     
 
The accompanying notes are an integral part of these consolidated financial statements

 
1815
 

Blink Couture, Inc.BLINK COUTURE, INC.
STATEMENTS OF CASH FLOWS
(A Development Stage Company)
Statements of Operations
        
Accumulated from
October 23, 2003
 
  Year Ended July 31,  (Date of Inception) 
  2009  2008  to July 31, 2009 
Revenue $-  $-  $- 
             
             
             
Expenses:            
Amortization  -   662   741 
General and administrative  3,483   12,067   26,413 
Management fees  40,000   17,700   67,500 
Marketing  -   -   11,192 
Professional fees  12,874   10,763   45,841 
Rent  -   200   767 
             
Total operating expenses  56,357   41,392   152,454 
             
Other Expenses            
Interest expense  2,764   -   2,764 
Total Other Expenses  2,764   -     
             
Net loss $(59,121) $(41,392) $(155,218)
             
Net loss per common share, basic and diluted $-  $-  $  
             
             
Weighted average number of common shares, basic and diluted  20,640,250   20,640,000     

     October 23, 2003 thru 
  
Year Ended July 31,
  July 31, 2010 
(in US$)
 
2010
  
2009
  
Since Inception
 
          
Operating Activities         
Net Profit (Loss)  (88,960)  (59,121)  (244,178)
Amortization  –   –   741 
Change in Operating Assets and Liabilities:
            
Change in Prepaid expense  –   –   – 
Change in Inventory  –   –   – 
Change in Accounts Payable  3,575   1,075   4,650 
Change in Accrued Liabilities  –   –   – 
Change in Accrued Interest
  6,536   2,764   9,300 
Net Cash from Operating Activities  (78,849)  (55,282)  (229,487)
             
Investing Activities            
Purchase of Property & Equipment
  –   –   (741)
Net Cash from Investing Activities  –   –   (741)
             
Financing Activities            
Changes in Notes Due to Related Parties  78,849   55,282   156,502 
Common Stock Issued for Services  –   –   300 
Donated Capital  –   –   23,636 
Proceeds from Common Stock
  –   –   49,790 
Net Cash from Financing Activities  78,849   55,282   230,228 
             
Net (decrease) increase in Cash  –   –   – 
             
Cash Beginning of Period
  –   –   – 
             
Cash End of Period $-  $-  $- 
The accompanying notes are an integral part of these consolidated financial statements

 
1916
 

Blink Couture, Inc.BLINK COUTURE, INC.
(A Development Stage Company)
Statements of Cash Flows
          
Accumulated from
October 23, 2003
 
  Year Ended July 31, (Date of Inception) 
   2009  2008 to July 31, 2009 
Cash flows relating to operating activities            
Net loss  $(59,121) $(41,392) $(155,218) 
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization   -   662  741 
Change in operating assets and liabilities:            
Prepaid expense   -   1,082  - 
Inventory   -   1,482) - 
Accrued interest  2,764   -  5,764 
Accounts payable   1,075   (1,717) (1,925) 
             
Net cash used in operating activities   (55,282)   (39,883)  (150,638) 
             
Cash flows relating to investing activities            
Purchase of property and equipment   -   -  —   
             
Net cash used in investing activities   -   -  (741)
             
Cash flows relating to financing activities            
Due to related parties  55,282   13,643  77,653 
Shares issued for services   -   -  300 
Donated capital  -   23,636  23,636 
Proceeds from issuance of common stock   -   -  49,790 
             
Net cash provided by financing activities   55,282   37,279  151,379 
             
            
Increase (decrease) in cash   -   (2,604) - 
Cash, beginning of period   -   2,604  - 
             
Cash, end of period  $-  $- $- 
             
Supplemental Disclosure of Cash Flow Information            
Cash paid during the period for interest  $-  $-    
Cash paid during the period for income taxes  -   -    
The accompanying notes are an integral part of these consolidated financial statementsSTATEMENT OF STOCKHOLDERS' EQUITY

20

Blink Couture Inc.
(A Development Stage Company)

Statement of Stockholders’ Equity

              Deficit    
            Accumulated    
         Additional  During the    
   Common     Paid-in  Development    
   Stock  Amount  Capital  Stage  Total 
  #  $   $   $  $ 
                 
Balance – October 23, 2003 (Date of Inception)  –   –    –   –   – 
October 25, 2003 – issue of common stock                    
   for services at $0.0001 per share  2,400,000   240   –   –   240 
July 25, 2004 – issue of common stock for                    
   services at $0.0001 per share  18,000,000   1,800   –   –   1,800 
Net loss for the period
  –   –   –   (3,075)  (3,075)
Balance – July 31, 2004  20,400,000   2,040   -   (3,075)  (1,035)
Net loss for the year
  –   –   –   (2,665)  (2,665)
Balance – July 31, 2005  20,400,000   2,040   -   (5,740)  (3,700)
June 23, 2006 – issue of common stock for                    
   cash at $0.20 per share  134,000   13   26,787   –   26,800 
July 26, 2006 – issue of common stock for                    
   cash at $0.20 per share  71,000   7   14,193       14,200 
July 26, 2006 – issue of common stock for                    
   services at $0.20 per share  500   1   99   –   100 
Net loss for the year
  –   –   –   (6,201)  (6,201)
Balance – July 31, 2006  20,605,500   2,061   41,079   (11,941)  31,199 
August 23, 2006 – issue of common stock                    
   for cash at $0.20 per share  31,250   3   6,247   –   6,250 
August 23, 2006 – issue of common stock                    
   for services at $0.20 per share  1,000   –   200   –   200 
September 01, 2006 – issue of common                    
   stock for cash at $0.20 per share  2,000   –   400   –   400 
September 01, 2006 – issue of common                    
   stock for services at $0.20 per share  500   –   100   –   100 
Net loss for the year
  –   –   –   (42,764)  (42,764)
Balance – July 31, 2007  20,640,250   2,064   48,026   (54,705)  (4,615)
Donated capital
  —   —   23,636   —   23,636 
Net loss for the year
  –   –   –   (41,392)  (41,392)
Balance – July 31, 2008  20,640,250   2,064   71,662   (96,097)  (22,371)
Net loss for the year
  –   –   –   (59,121)  (59,121)
Balance – July 31, 2009
  20,640,250   2,064   71,662   (155,218)  (81,492)
  
Common
Stock
  Amount  
Additional
Paid-in
Capital
  
Deficit
Accumulated
During the
Development
Stage
  Total 
  #  $  $  $  $ 
                     
Balance – October 23, 2003 (Date of Inception)  –   –   –   –   – 
October 25, 2003 – issue of common stock  for services at $0.0001 per share  45,717   5   235   –   240 
July 25, 2004 – issue of common stock for services at $0.0001 per share  342,876   34   1,766   –   1,800 
Net loss for the period  –   –   –   (3,075)  (3,075)
Balance – July 31, 2004  388,593   39   2,001   (3,075)  (1,035)
Net loss for the year  –   –   –   (2,665)  (2,665)
Balance – July 31, 2005  388,593   39   2,001   (5,740)  (3,700)
June 23, 2006 – issue of common stock for cash at $0.20 per share  2,553   0   26,800   –   26,800 
July 26, 2006 – issue of common stock for cash at $0.20 per share  1,352   0   14,200   –   14,200 
July 26, 2006 – issue of common stock for services at $0.20 per share  10   0   100   –   100 
Net loss for the year  –   –   –   (6,201)  (6,201)
Balance – July 31, 2006  392,507   39   43,101   (11,941)  31,199 
August 23, 2006 – issue of common stock for cash at $0.20 per share  595   0   6,250   –   6,250 
August 23, 2006 – issue of common stock for services at $0.20 per share  19   0   200   –   200 
September 01, 2006 – issue of common stock for cash at $0.20 per share  38   0   400   –   400 
September 01, 2006 – issue of common stock for services at $0.20 per share  10   0   100   –   100 
Net loss for the year  –   –   –   (42,764)  (42,764)
Balance – July 31, 2007  393,169   39   50,051   (54,705)  (4,615)
Donated capital  –   –   23,636   –   23,636 
Net loss for the year  –   –   –   (41,392)  (41,392)
Balance – July 31, 2008  393,169   39   73,687   (96,097)  (22,371)
Net loss for the year  –   –   –   (59,121)  (59,121)
Balance – July 31, 2009  393,169   39   73,687   (155,218)  (81,492)
Net loss for the year  –   –   –   (88,960)  (88,960)
Balance – July 31, 2010  393,169   39   73,687   (244,178)  (170,452)
 
The accompanying notes are an integral part of these consolidated financial statements

 
2117
 
BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 20092010

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Business description

Blink Couture, Inc. (the “Company”) was originally incorporated as Fashionfreakz International Inc. on October 23, 2003 under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. The Company’s business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction. The Company has limited operations and in accordance with SFAS # 7, the Company is considered a development stage company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the accrual basis of accounting. Under the accrual basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a July 31 year-end.

B. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

D. DEVELOPMENT STAGE

The Company continues to devote substantially all of its efforts to exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction.

E. BASIC EARNINGS PER SHARE

In February, 1997, the FASBauthoritative guidance was issued, SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.  SFAS No. 128 supersedes the provisions of APB No. 15, andThis guidance requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 
2218
 

BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 20092010

F. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes.the authoritative guidance. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

G. REVENUE RECOGNITION

The Company has not recognized any revenues from its operations.

H. RECENTRECENTLY ISSUED ACCOUNTING PROUNCEMENTSPRONOUNCEMENTS

FASB Accounting Standards Codification
(Accounting Standards Update (“ASU”) 2009-01)
In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the SEC, have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the quarter ended October 30, 2009.
As a result of January 1, 2006,the Company’s implementation of the Codification during the quarter ended October 30, 2009, previous references to new accounting standards and literature are no longer applicable. In the financial statements for the year ended July 31, 2010, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature.
Subsequent Events
(Included in ASC 855 “Subsequent Events”, previously SFAS No. 123R, Share-Based Payment,165 “Subsequent Events”)
ASC 855 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. ASC 855 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. ASC 855 became effective for all companiesinterim or annual periods ending after June 15, 2009 and addressesdid not impact the accounting for share-based payment transactions. SFAS No. 123R eliminates the ability to account for share-based compensation transactions using APB No. 25, and generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value.Company’s consolidated financial statements. The Company does not maintain a stock option plan and, therefore, this pronouncement has no impact on theseevaluated for subsequent events through October 22, 2010, the issuance date of the Company’s financial statements.

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2008, the FASB agreed to delay the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, to fiscal years beginning after November 15, 2008. As of December 31, 2007, the Company’s fair values of its financial assets and liabilities, which consist of cash and cash equivalents, approximate their carrying amount due to the short period of time to maturity.

In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115”. This statement provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value.  A company that adopts SFAS 159 will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the effect that the adoption of SFAS 159 will have on its results of operations and financial position.

 
2319
 

BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009

H. RECENT ACCOUNTING PROUNCEMENTS (CON’T)2010
 
In December 2007, FASB issued SFAS No. 160 (“SFAS 160”), “Interests in Consolidated Financial Statements — an amendment of ARB No. 51”, which impacts the accounting for minority interest in the consolidated financial statements of filers. The statement requires the reclassification of minority interest to the equity section of the balance sheet and the results from operations attributed to minority interest to be included in net income. The related minority interest impact on earnings would then be disclosed in the summary of other comprehensive income. The statement is applicable for all fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this standard will require prospective treatment. The Company is currently evaluating the effect that the adoption of SFAS 160 will have on its results of operations and financial position. However, the adoption of SFAS 160 is not expected to have a material impact on the Company’s financial statements.
In December 2007, FASB issued SFAS No. 141R (“SFAS 141R”), “Business Combinations”, which impacts the accounting for business combinations. The statement requires changes in the measurement of assets and liabilities required in favor of a fair value method consistent with the guidance provided in SFAS 157 (see above).  Additionally, the statement requires a change in accounting for certain acquisition related expenses and business adjustments which no longer are considered part of the purchase price.  Adoption of this standard is required for fiscal years beginning after December 15, 2008. Early adoption of this standard is not permitted. The statement requires prospective application for all acquisitions after the date of adoption. The Company is currently evaluating the effect that the adoption of SFAS 141R will have on its results of operations and financial position. However, the adoption of SFAS 141R is not expected to have a material impact on the Company’s financial statements.

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”.  This guidance is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”, and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension.  Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of  historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors.  This standard is effective for fiscal years beginning after December 15, 2008, and is applicable to the Company’s fiscal year beginning January 1, 2009.  The Company does not anticipate that the adoption of this FSP will have an impact on its results of operations or financial condition

Stock Based Compensation

The Company has adopted SFAS 123 (R) "Share-Based Payment", which addresses the accounting for share-based payment transactions. SFAS No. 123(R) eliminates the ability to

24

BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009

H. RECENT ACCOUNTING PROUNCEMENTS (CON’T)

account for share-based compensation transactions using APB 25, and generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value. SFAS No. 123(R) is effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. Depending upon the number of and terms for options that may be granted in future periods, the implementation of this standard could have a significant non-cash impact on results of operations in future periods.

During the years ended July 31, 2009 and 2008, there were no stock options granted or outstanding.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common or preferred stock.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $155,218$244,178 during the period offrom October 23, 2003 (inception) to July 31, 2009.2010. This condition raises substantial doubt about the Company'sCompany’s ability to continue as a going concern. The Company'sCompany’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is dependent on advances from its principal shareholders for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.

NOTE 5. RELATED PARTY TRANSACTIONS

On December 29, 2009, pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”) between Fountainhead Capital Management Limited (“Fountainhead”) and Regent Private Capital, LLC (“Regent”), Fountainhead sold an aggregate of 312,383 shares (the “Fountainhead Shares”) of common stock, par value $0.0001 of the Registrant (the “Common Stock”) to Regent in consideration for (i) Regent’s payment of $200,000 and (ii) Regent’s assignment to Fountainhead of all of Regent’s right, title and interest in a certain third party promissory note in the principal amount of $150,000.  The Fountainhead Shares represent approximately 79.45% of the issued and outstanding shares of Common Stock of the Registrant. Additionally, and also included in the consideration paid by Regent, Fountainhead assigned to Regent all of Fountainhead’s right, title and interest in a certain promissory note of the Registrant having an outstanding principal balance of $90,453, along with accrued interest in the amount of $3,937.

On January 1, 2010, Regent amended and extended the promissory note in the amount of $90,453 bearing simple interest at 6% per annum to be due and payable on January 30, 2011 (the “Note”). On January 31, 2010, the parties further amended the Note increasing the principal balance to $123,946 representing amounts advanced to the Company by the payee during the period November 1, 2009 through January 31, 2010. At JulyJanuary 31, 2009,2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $77,653,$123,946, which represents amounts loaned to the Company to pay the Company’s expenses of operation. On January 31, 2009, the Company exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008 and October 31, 2008, together with an additional shareholder payable in the amount of $14,463 for a promissory note in the amount of $51,577 bearing simple interest at a rate of 6% per annum due and payable on January 30, 2010 (the “Note”).  On April 30, 2009, the parties amended the Note increasing the principal balance to $64,593 representing amounts advanced to the Company by the payee during the period February 1, 2009 through April 30, 2009.    On July 31, 2009, the parties further amended the Note increasing the principal balance to $77,653 representing amounts advanced to the Company by the payee during the period May 1, 2009 through July 31, 2009.

25

BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009

NOTE 5. RELATED PARTY TRANSACTIONS (CON’T)

Effective as of March 5, 2008,January 1, 2010, the Company entered into a Services Agreement with FHM.Regent Private Capital, LLC (“Regent”). The term of the Services Agreement is one year and the Company is obligated to pay FHMRegent a quarterly fee in the amount of $10,000, in cash or in kind, on the first day of each calendar quarter commencing FebruaryNovember 1, 2008. A prorated amount of $6,500 was paid for the quarter ended April 30, 2008.2009. During the fiscal year ended July 31, 2009,2010, the Company paid a total of $40,000 in fees to FHMRegent.
20

 BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010

On April 30, 2010, the parties further amended the Note increasing the principal balance to $141,125 representing amounts advanced to the Company by the payee during the period February 1, 2010 through April 30, 2010. At April 30, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $141,125, which represents amounts loaned to the Company to pay the Company’s expenses of operation.

On July 31, 2010, the parties further amended the Note increasing the principal balance to $156,502 representing amounts advanced to the Company by the payee during the period May 1, 2010 through July 31, 2010. At July 31, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $156,502, which represents amounts loaned to the Company to pay the Company’s expenses of operation.

NOTE 6. INCOME TAXES

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities since its inception due to operating losses of approximately $96,000.$244,178. The expected income tax benefit for the net operating loss carryforwards is approximately $34,000.$67,394. The difference between the expected income tax benefit and non-recognition of an income tax benefit in each period is the result of a valuation allowance applied to deferred tax assets.

As of July 31, 2009, net operating loss carryforwards of approximately $155,000 are available to offset future taxable income, if any, and expire as follows:

YEAR AMOUNT 
    
2025 and prior $3,000 
2026 $15,000 
2027  15,000 

This results in a net deferred tax asset, assuming an effective tax rate of 34%28% or approximately $52,700$67,394 at July 31, 2009.2010. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured.

NOTE 7. STOCKHOLDERS'STOCKHOLDERS’ EQUITY

The stockholders'stockholders’ equity section of the Company contains the following classes of capital stock as of July 31, 2009:2010:

 *Preferred stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares issued and outstanding.

 *Common stock, $0.0001 par value: 100,000,000 shares authorized; 20,640,250393,169 shares issued and outstanding.

NOTE 8. REVERSE SPLIT

On November 23, 2009, the Company completed a one for fifty-two and one-half shares reverse split. All per share data in this report reflect the impact of this reverse split.
 
2621
 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 9A(T).9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officermanagement is responsible for establishing and Chief Financial Officer performed an evaluationmaintaining a system of the Company’s disclosure controls and procedures.procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its Chief Executive Officerprincipal executive officer or officers and Chief Financial Officer,principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the Chiefsupervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and ChiefPrincipal Financial Officer, haveof the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Company’s management including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures arewere effective asin providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Evaluation of July 31, 2009.Internal Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting

BLINK COUTURE, INC.

REPORT OF MANAGEMENT

Management prepared, andOur management is responsible for, the financial statements and the other information appearing in this annual report. The financial statements present fairly the Company’s financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. In preparing its financial statements, the Company includes amounts that are based on estimates and judgments that Management believes are reasonable under the circumstances. The Company’s financial statements have been audited by Paritz & Co., P.A., an independent registered public accounting firm appointed by the Company’s Board of Directors. Management has made available to Paritz & Co., P.A., all of the Company’s financial records and related data, as well as the minutes of the stockholders’ and Directors’ meetings.

MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management isalso responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control system wasover financial reporting is designed to provide reasonable assurance to the Company’s Management and Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements.statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations,Our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with theincludes those policies orand procedures may deteriorate.that:

Management assessed
·Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of July 31, 2010, we carried out an evaluation of the effectiveness of the Company’sour internal control over financial reporting as of July 31, 2009. This assessment was based on criteria establishedthe framework in Internal Control—Integrated Framework“Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Commission. Based on our assessment, we believeevaluation, our management concluded that as of July 31, 2009 the Company’sour internal control over financial reporting iswas effective based on those criteria.as of July 31, 2010.
 
/S/    Thomas W. Colligan  
Thomas W. Colligan
Chief Executive Officer

2722
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal ControlControls over Financial Reporting

There werehave been no significant changes into the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the fiscal year ended July 31, 20092010, that materially affected, or arewere reasonably likely to materially affect, the Company’sour internal controlcontrols over financial reporting.

ITEM 9B. OTHER INFORMATION

None

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is the name of our sole director and executive officer, his age, all positions and offices that he held with us, the period during which he has served as such, and his business experience during at least the last five years.

Name Age Positions HeldPosition
     
Thomas W. ColliganLawrence D. Field  3750  CEO, CFO
President,Treasurer Chief Executive Officer,
Chief Financial Officer and
Secretary since 2007

Thomas W. ColliganLawrence D. Field.  Mr. Field was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and sole director of the Company on December 29, 2009. Since January 1989, Mr. Field has been our director, chief executive officer, chief financial officer, president, treasurerworked for Regent Private Capital, LLC, a Tulsa, Oklahoma based private investment company, as a Partner between January 1989 and secretary since October 2007. He is also currently the business development manager of Adventist Healthcare, Inc.June 2004 and has held such positionas Managing Director since June 2005.2004. Mr. Colligan hasField also been an adjunct professor of psychology at Montgomery College, Maryland, since 2003 and a Group Psychotherapist with J&E Associates in Maryland since November 2001. Mr. Colligan holds a Masters Degree in Social Work and specializes in the delivery of quality behavioral healthcare to individuals and groups. Prior to joining Adventist, Mr. Colligan’s work focusedserves on the investigationboard of directors of WellQuest Medical & Wellness Corporation, 3Dicon Corporation and analysisAria International Holdings, Inc. Mr. Field received his Bachelor of clinical data relatingScience degree from the University of Texas at Austin in 1982.

Significant Employees

As of the date hereof, the Company has no significant employees.

Family Relationships

There are no family relationships among directors, executive officers, or persons nominated or chosen by the Company to behavioral health through his work as a Clinical Research Coordinatorbecome directors or executive officers.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings and Psychotherapist withno judgments, injunctions, orders or decrees material to the Centers for Behavioral Health in Maryland. Mr. Colligan has also co-authored three works: “Understanding Workplace Stress - Journalevaluation of Workplace Behavioral Health;” “Measuring cultural climate in a uniformed services medical center, Military Medicine, 164(3), 202-208;”the ability and “Spouse abuse: Physician guidelines to identification, diagnosis, and management in the uniformed services, Military Medicine, 164(1), 30-36.” Mr. Colligan is currently an MBA candidate at Frostburg State University in Maryland. He expects to matriculate in August 2006. Other than Yacht Finders, Inc., Mr. Colligan is not aintegrity of any director, executive officer, promoter or significant shareholder of any other public reporting company.
Mr. Colligan devotes less than 5% of his business time to the affairs of the Company.  The time Mr. Colligan spends on the business affairscontrol person of the Company varies from week to week and is based uponduring the needs and requirements of the Company.past five years.
 
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee.  Our entire board of directors, which currently consists of Mr. Colligan, handles the functions that would otherwise be handled by an audit committee.  We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert.  As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors.  Before retaining any such expert our board would make a determination as to whether such person is independent.

 
2823
 

Section 16(a) Beneficial Ownership Reporting Compliance.Compliance

Section 16(a) of the SecuritiesExchange Act of 1934 requires the Company's officers and directors, and greater than 10% stockholders of companies with a class of securities registered under Section 12 of the Exchange Act, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Based on management's reviewNo reports were required to be filed by any of these reports duringsuch persons, pursuant to Section 12 of the Exchange Act for the fiscal year ended July 31, 2009, all reports required to be filed were filed on a timely basis.2010.

Code of Ethics

Our board of directors has adopted a code of ethics that our officers, directors and any person who may perform similar functions is subject to.  Currently Mr. ColliganLawrence D. Field is our only officer and our sole director, therefore, he is the only person subject to the Code of Ethics.  If we retain additional officers in the future to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code of Ethics.  The Code of Ethics does not indicate the consequences of a breach of the code.  If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code.  Currently, since Mr. ColliganField serves as the sole director and sole officer, he is responsible for reviewing his own conduct under the Code of Ethics and determining what action to take in the event of his own breach of the Code of Ethics.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our board of directors.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee.  Our entire board of directors, which currently consists of Mr. Field, handles the functions that would otherwise be handled by an audit committee.  We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert.  As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors.  Before retaining any such expert our board would make a determination as to whether such person is independent.

ITEM 11. EXECUTIVE COMPENSATION.

No past officer or director ofThe following table sets forth the Company has received any compensationcash and none is due or payable.  Our sole current officer and director, Thomas Colligan, does not receive any compensation for the services he renders to the Company, has not received compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company.  We currently have no formal written salary arrangement with our sole officer.  Mr. Colligan may receive a salary or other compensation for services that he provides to the Company in the future.  No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adoptedpaid by the Company to its President and all other executive officers who earned annual compensation exceeding $100,000 for services rendered during the benefit offiscal years ended July 31, 2010 and July 31, 2009.
Name and PositionYearCash CompensationOther Compensation
Lawrence D. Field, President, Chief Executive2010NoneNone
Officer, Chief Financial Officer and Secretary*
*Mr. Field was appointed as the Company’s employees.sole executive officer on December 29, 2009.
 
Director Compensation
We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.
Employment Agreements
The Company is not a party to any employment agreements.
24

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial stock ownership as of July 31, 2009October 20, 2010 of (i) all persons known to us to be beneficial owners of more than 5% of our outstanding common stock; (ii) each director of our company and our executive officers, and (iii) all of our officers and directors as a group.  Each of the persons in the table below has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them, except as otherwise indicated.
 
Name 
Number of
Shares
Beneficially
Owned(1)
 
Percent of
Outstanding
Shares(1)
 
Fountainhead Capital Management Limited  16,400,000 79.46%
Portman House
Hue Street
St Helier
Jersey JE4 5RP
      
       
Thomas Colligan  0 0.00%
5528 Westcott Circle
Frederick, Maryland
      
       
Officers and directors as a group (one person)  0 0.00%
Name and Address 
Number of
Shares
Beneficially
Owned(1)
  
Percent of
Outstanding
Shares
 
Regent Private Capital LLC  312,383   79.45%
5727 South Lewis Avenue
Tulsa, OK 74105
        
         
Lawrence D. Field*  312,383   79.45%
5727 South Lewis Avenue
Tulsa, OK 74105
        
         
Officers and directors as a group (one person)*  312,383   79.45%
* Mr. Field is a managing director of Regent Private Capital LLC and is deemed to be the beneficial owner of the shares of Common Stock owned by Regent Private Capital LLC, as a result of his having voting power and dispositive power over such shares of Common Stock.

29
(1)For the purposes of this table, a person is deemed to have “beneficial ownership” of any shares of capital stock that such person has the right to acquire within 60 days of July 31, 2009.  All percentages for common stock are calculated based upon a total of 20,640,250 shares outstanding as of July 31, 2009, plus, in the case of the person for whom the calculation is made, that number of shares of common stock that such person has the right to acquire within 60 days of July 31, 2009.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related RransactionsTransactions

On December 29, 2009, pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”) between Fountainhead Capital Management Limited (“Fountainhead”) and Regent Private Capital, LLC (“Regent”), Fountainhead sold an aggregate of 312,383 shares (the “Fountainhead Shares”) of common stock, par value $0.0001 of the Company (the “Common Stock”) to Regent in consideration for (i) Regent’s payment of $200,000 and (ii) Regent’s assignment to Fountainhead of all of Regent’s right, title and interest in a certain third party promissory note in the principal amount of $150,000.  The Fountainhead Shares represent approximately 79.45% of the issued and outstanding shares of Common Stock of the Company. Additionally, and also included in the consideration paid by Regent, Fountainhead assigned to Regent all of Fountainhead’s right, title and interest in a certain promissory note of the Company having an outstanding principal balance of $90,453, along with accrued interest in the amount of $3,937.

On January 1, 2010, Regent amended and extended the promissory note in the amount of $90,453 bearing simple interest at 6% per annum to be due and payable on January 30, 2011 (the “Note”). On January 31, 2010, the parties further amended the Note increasing the principal balance to $123,946 representing amounts advanced to the Company by the payee during the period November 1, 2009 through January 31, 2010. At JulyJanuary 31, 2009,2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $77,653,$123,946, which represents amounts loaned to the Company to pay the Company’s expenses of operation. On January 31, 2009, the Company exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008 and October 31, 2008, together with an additional shareholder payable in the amount of $14,463 for a promissory note in the amount of $51,577 bearing simple interest at a rate of 6% per annum due and payable on January 30, 2010 (the “Note”).  On April 30, 2009, the parties amended the Note increasing the principal balance to $64,593 representing amounts advanced to the Company by the payee during the period February 1, 2009 through April 30, 2009.    On July 31, 2009, the parties further amended the Note increasing the principal balance to $77,653 representing amounts advanced to the Company by the payee during the period May 1, 2009 through July 30, 2009.

Effective as of March 5, 2008,January 1, 2010, the Company entered into a Services Agreement with FHM.Regent. The term of the Services Agreement is one year and the Company is obligated to pay FHMRegent a quarterly fee in the amount of $10,000, in cash or in kind, on the first day of each calendar quarter commencing FebruaryNovember 1, 2008. A prorated amount of $6,500 was paid for2009. During the quarterfiscal year ended April 30, 2008. Pursuant to the terms of the Services Agreement, FHM shall provide the following services to the Company:
(a)  FHM will familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company;
(b) At the request of the Company’s management, FHM will provide strategic advisory services relative to the achievement of the Company’s business plan;
(c) FHM will undertake to identify potential merger and acquisition targets forJuly 31, 2010, the Company and assistpaid a total of $40,000 in the analysis of proposed transactions;
(d) FHM will assist the Company in identifying potential investment bankers, placement agents and broker-dealers who are qualifiedfees to act on behalf of the Company to achieve its strategic goals.Regent.
(e) FHM will assist in the identification of potential investors which might have an interest in evaluating participation in financing transactions with the Company;
(f) FHM will assist the Company in the negotiation of merger, acquisition and corporate finance transactions;
(g) At the request of the Company’s management, FHM will provide advisory services related to corporate governance and matters related to the maintenance of the Company’s status as a publicly-reporting company; and
(h) At the request of the Company’s management, FHM will assist the Company in satisfying various corporate compliance matters.

 
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Effective as of April 30, 2010, the parties further amended the Note increasing the principal balance to $141,125 representing amounts advanced to the Company by the payee during the period February 1, 2010 through April 30, 2010. At April 30, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $141,125, which represents amounts loaned to the Company to pay the Company’s expenses of operation.
On July 31, 2010, the parties further amended the Note increasing the principal balance to $156,502 representing amounts advanced to the Company by the payee during the period May 1, 2010 through July 31, 2010. At July 31, 2010, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $156,502, which represents amounts loaned to the Company to pay the Company’s expenses of operation.
 
A copyLawrence D. Field, our sole officer and director, is a managing director of the Services Agreement was attached to the Company’s Form 10-Q for the period ended April 30, 2008 filed on June 9, 2008 as Exhibit 10.1 thereto.Regent Private Capital LLC, which beneficially owns approximately 79.45% of our issued and outstanding shares of Common Stock.

Director Independence

As of July 31, 2009, Thomas W. Colligan was the sole director of the Company.  Mr. ColliganThe Company is not considered "independent" in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. Wea listed issuer whose securities are currently tradedlisted on the Over-the-Counter Bulletin Board. The Over-the-Counter Bulletin Board does not requirea national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, Lawrence D. Field, our director, would not be considered independent as he also serves as an executive officer of the Company.

ITEM 13.  EXHIBITS
Exhibit
NumberDescription
23.1.Consent of Paritz & Co., P.A. regarding audited financial statements for the periods ending July 31, 2009 and July 31, 2008 (filed herewith).
31.1Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEESAudit Fees

The aggregate fees billed by our auditors, Paritz & Co.Co, P.A., P.A.,as of October 28, 2010, for professional services rendered forin connection with the audit of our annual financial statements forand review of the financial statements included in our Quarterly Reports on Form 10-Q, during our fiscal year ended July 31, 20092010, and for services normally provided in connection with statutory and regulatory filings made during such fiscal year were $2,625, all of which have been paid.  We estimate additional audit fees in an amount of approximately $3,500, in connection with the completion of the audit of our financial statements for the fiscal year ended July 31, 2010, for which we have not yet been billed as of October 21, 2009 but we estimate that they will be approximately $2,500.00.billed.  The aggregate fees billed by our auditors, Paritz & Co. PA,Co, P.A., for professional services rendered forin connection with the audit of our annual financial statements forand review of the financial statements included in our Quarterly Reports on Form 10-Q, during our fiscal year ended July 31, 20082009, and for services normally provided in connection with statutory and regulatory filings made during such fiscal year were $2,500.00.$4,465, all of which have been paid.
Audit-Related Fees

AUDIT-RELATED FEES
During the last two fiscal years, no fees were billed or incurred for assurance or related services by our auditors that were reasonably related to the audit or review of financial statements reported above.

TAX FEESTax Fees

During our fiscal year ended July 31, 2010, the Company paid no fees related to tax compliance. During our fiscal year ended July 31, 2009, the Company paid no fees related to tax compliance.  During our fiscal year ended July 31, 2008, Manning Elliott LLP billed fees for services which were related to tax compliance, tax advice, or tax planning in the amount of $2,152.50.  No fees were paid for tax preparation services.

All Other Fees
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ALL OTHER FEES

During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.


THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES
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Audit Committee’s Pre-Approval Process

We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors' responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ended July 31, 2009,2010, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption "All Other Fees", which are currently none, is compatible with maintaining the auditor's independence.

The board approved all fees described above.

PART IV

Item 15.
Exhibits, Financial Statement Schedules EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this 10-K:

1.  FINANCIAL STATEMENTSFinancial Statements

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

·Report of Paritz & Co, P.A., Independent Registered Certified Public Accounting Firm

·Balance Sheets as of July 31, 20092010 and 20082009

·Statements of Operations for the years ended July 31, 20092010 and 20082009 and the period from October 23, 2003 (inception) to July 31, 20092010

·Statements of Changes in Stockholders’ Equity for the the period from October 23, 2003 (inception) to July 31, 20092010

·Statements of Cash Flows for the years ended July 31, 20092010 and 20082009 and the period from October 23, 2003 (inception) to July 31, 20092010

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·Notes to Financial Statements

2.  FINANCIAL STATEMENT SCHEDULESFinancial Statement Schedules

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3.  EXHIBITSExhibits

The exhibits listed below are filed as partIndex to Exhibits required by Item 601 of or incorporated by reference in this report.

Exhibit No.        Identification of Exhibit

23.1.                   Consent of Paritz & Co., P.A. regarding audited financial statements for the period ending July 31, 2009 (filed herewith).

31.1.                   Certification of the Chief Executive Officer and Chief Financials Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1                   Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Regulation S-K.

ExhibitDescription
3.1
Certificate of Incorporation of Fashionfreakz International Inc., filed with the Secretary of State of Delaware on October 23, 20031

 
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3.2
Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on December 2, 2005 1
3.3
Bylaws of Fashionfreakz International Inc 1
3.4Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on June 13, 2008*
3.5Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on November 2, 2009*
4
Instrument Defining the Right of Holders – Form of Share Certificate1
10.1
Lease Agreement1
10.2
Web Development Agreement with Gravit-e Technologies, Inc. 1
10.3
Management Agreement with Susanne Milka1
10.4
Distribution Agreement with Sweet Dream Tees Inc. 1
10.5
Web Design Agreement with Sandra Wong1
10 (Filed as Exhibit 10.1)
Distribution Agreement with Sofia Bozikis dba Sofia Bozikis Handbags2
10 (Filed as Exhibit 10.1)
Inventory Purchase and Loan Set Off Agreement with Susan Milka3
10 (Filed as Exhibit 10.1)
Stock Purchase Agreement dated as of February 20, 20084
10 (Filed as Exhibit 10.1)
Service Agreement between Blink Couture, Inc. and Fountainhead Capital Management Limited dated as of March 5, 20085
10 (Filed as Exhibit 10.1)
Promissory Note with Fountainhead Capital Management Limited dated January 31, 20096
10.6
Stock Purchase Agreement, dated December 29, 2009, between Fountainhead Capital Management Limited and Regent Private Capital, LLC7
10.7
Assignment of Promissory Note of Blink Couture, Inc. dated December 29, 20097
10.8
Assignment of Promissory Note of Altitude Group, LLC dated December 29, 20097
10.9
Fourth Amendment and Restatement of Loan Agreement and Promissory Note, dates as of March 15, 20108
10.10
Services Agreement between Blink Couture, Inc. and Regent Private Capital, LLC, dated as of January 1, 20108
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10.11
Supplement to Fourth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of April 30, 20109
10.12Supplement No. 2 to Fourth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of July 31, 2010*
14.1Corporate Code of Ethics and Conduct*
31.1Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended July 31, 2010*
32.1Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002*

* Filed herewith
1 Filed as an exhibit to the Company's Form SB-2/A (File No. 333-138951) filed with the Securities and Exchange Commission on November 27, 2006 and incorporated herein by this reference.

2 Filed as an exhibit to the Company's Form 10-QSB (File No. 333-138951) filed with the Securities and Exchange Commission on December 17, 2007 and incorporated herein by this reference.

3 Filed as an exhibit to the Company's Form 10-QSB (File No. 333-138951) filed with the Securities and Exchange Commission on February 27, 2008 and incorporated herein by this reference.

4 Filed as an exhibit to the Company's Form 8-K (File No. 333-138951) filed with the Securities and Exchange Commission on March 6, 2008 and incorporated herein by this reference.

5 Filed as an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the Securities and Exchange Commission on June 9, 2008 and incorporated herein by this reference.

6 Filed as an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the Securities and Exchange Commission on March 9, 2009 and incorporated herein by this reference.

7 Filed as an exhibit to the Company's Form 8-K (File No. 333-138951) filed with the Securities and Exchange Commission on January 4, 2010 and incorporated herein by this reference.

8 Filed as an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the Securities and Exchange Commission on March 17, 2010 and incorporated herein by this reference.

9 Filed as an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the Securities and Exchange Commission on June 14, 2010 and incorporated herein by this reference.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Blink Couture, Inc.
(Registrant)BLINK COUTURE, INC.
  
By 
Dated: October 28, 2010By:/s/ Thomas W. ColliganLawrence D. Field
  
Thomas W. Colligan
President,Lawrence D. Field, Chief Executive Officer , Chief
Financial Officer and Principal Accounting
Officer
  
Date
October 22 2009
and Chief Financial Officer (Principal
Executive Officer and Principal Financial
and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

ByTitleDate
 
/s/ Thomas W. ColliganLawrence D. FieldPresident, Chief Executive Officer,October 28, 2010
Lawrence D. FieldChief Financial Officer,  
 Thomas W. Colligan
  SoleSecretary and Director
   
Date
October 22, 2009

 
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