Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
Quarter ended October 31, 2009
Commission
File Number: 333-138951
BLINK COUTURE,
INC.
______________________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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98-0568153
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(State
of organization)
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(I.R.S.
Employer Identification No.)
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122
Ocean Park Blvd.
Suite
307
Santa
Monica, California 90405
________________________________________
(Address
of principal executive offices)
(310)
396-1691
_______________________________________________
Registrant’s
telephone number, including area code
______________________________________________
Former
address if changed since last report
Check whether
the issuer (1) filed all reports required to be filed by Section 13
or 15(d) of
the Exchange Act during the past
12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No o
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 during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).
Yes o No o
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.
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Large
Accelerated Filer o
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Accelerated
Filer o
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Non-Accelerated
Filer o
(Do not check if a smaller reporting company)
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Smaller
Reporting Company þ
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes x No o
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock $.0001 par value
There are
469,338 shares of common stock outstanding as of November 27, 2009.
TABLE
OF CONTENTS
_________________
PART
I - FINANCIAL INFORMATION
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ITEM
1.
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INTERIM
FINANCIAL STATEMENTS
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3
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|
ITEM
2.
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MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
10
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ITEM
3.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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12
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ITEM
4A(T).
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CONTROLS
AND PROCEDURES
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12
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PART
II - OTHER INFORMATION
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ITEM
1.
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LEGAL
PROCEEDINGS
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12
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ITEM
1A.
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RISK
FACTORS
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12
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ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES
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12
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ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
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12
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ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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12
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ITEM
5.
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OTHER
INFORMATION
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13
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ITEM
6.
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EXHIBITS
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13
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SIGNATURES
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EXHIBIT
31.1
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EXHIBIT
32.1
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PART
I – FINANCIAL INFORMATION
ITEM
1. INTERIM FINANCIAL STATEMENTS
BLINK
COUTURE, INC.
(A
Development Stage Company)
Balance
Sheets
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October
31,
2009
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July 31,
2009
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(Unaudited)
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(Audited)
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ASSETS
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Current
Assets
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Cash
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$ |
-- |
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$ |
-- |
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Prepaid
expense
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-- |
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-- |
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Inventory
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-- |
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-- |
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Total
Current Assets
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-- |
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-- |
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Property
and Equipment
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-- |
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-- |
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TOTAL
ASSETS
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$ |
-- |
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$ |
-- |
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LIABILITIES
& STOCKHOLDERS' DEFICIT
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Current
Liabilities
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Accounts
Payable
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$ |
4,273 |
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$ |
1,075 |
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Accrued
Interest
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3,937 |
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2,763 |
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Notes
Payable to Shareholders
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90,453 |
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77,653 |
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Total
Current Liabilities
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98,663 |
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81,491 |
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TOTAL
LIABILITIES
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98,663 |
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81,491 |
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Stockholders' (Deficit)
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Preferred
stock, ($.0001 par value, 20,000,000 shares authorized; none
issued and outstanding)
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-- |
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-- |
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Common
stock, ($.0001 par value, 100,000,000 shares authorized; 469,338 shares
outstanding as of October 31, 2009 and July 31, 2009)
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2,064 |
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2,064 |
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Additional
paid-in capital
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71,662 |
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71,662 |
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Deficit
accumulated during development stage
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(172,389
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) |
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(155,218
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) |
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Total
Stockholders' Deficit
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(98,663
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) |
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(81,491
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) |
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TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
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$ |
-- |
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$ |
-- |
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See
accompanying notes to financials statements
BLINK
COUTURE, INC.
(A
Development Stage Company)
Statements
of Operations (Unaudited)
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Three Mos.
Ended
October
31,
2009
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Three Mos.
Ended
October
31,
2008
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Oct.
23, 2003
(Inception)
through
October
31,
2009
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Revenues
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$ |
-- |
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$ |
-- |
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$ |
-- |
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Operating
Expenses
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Amortization
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-- |
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587 |
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741 |
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General
and administrative
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1,098 |
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1,039 |
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27,511 |
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Management
fees
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10,000 |
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10,000 |
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77,500 |
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Marketing
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-- |
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-- |
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11,192 |
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Professional
fees
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4,900 |
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6,704 |
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50,740 |
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Rent
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-- |
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-- |
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767 |
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Total
Operating Expenses
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15,998 |
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17,743 |
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168,451 |
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Other
Expenses
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Interest
Expense
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1,174 |
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460 |
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3,938 |
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Total
Other Expenses
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1,174 |
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460 |
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3,938 |
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Net
Loss
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(17,172
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) |
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(18,202
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) |
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(172,389
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) |
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Basic
earnings (loss) per share—Basic and Diluted
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$ |
(0.04 |
) |
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$ |
(0.04 |
) |
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Weighted
average number of common shares outstanding
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469,338 |
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469,338 |
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See
accompanying notes to financial statements
BLINK
COUTURE, INC.
(A
Development Stage Company)
Statements
of Cash Flows (Unaudited)
|
|
|
Three
Months
Ended
October
31,
2009
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Three
Months
Ended
October
31,
2008
|
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|
Oct.
23, 2003
(Inception)
through
October
31,
2009
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CASH FLOWS FROM
OPERATING ACTIVITIES
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Net
income (loss)
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$ |
(17,172 |
) |
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$ |
(18,202 |
) |
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$ |
(172,389 |
) |
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Adjustments
to reconcile net loss to net cash provided
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(used
in) by operating activities:
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Amortization
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-- |
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-- |
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|
741 |
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Changes
in operating assets and liabilities:
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Increase
(decrease) in prepaid expense
|
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|
-- |
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1,082 |
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|
-- |
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Increase
(decrease) in inventory
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-- |
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1,482 |
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-- |
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Increase
(decrease) in accounts payable
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3,198 |
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3,000 |
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4,273
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Increase
(decrease) in accrued interest
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1,174 |
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|
460 |
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3,937 |
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Net
cash provided by (used in) operating activities
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|
$ |
(12,800 |
) |
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$ |
(14,743 |
) |
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$ |
(163,438 |
) |
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CASH FLOWS FROM
INVESTING ACTIVITIES
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Purchase
of property and equipment
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|
-- |
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|
-- |
|
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(741
|
) |
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Net
cash provided by (used in) investing activities
|
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|
-- |
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|
-- |
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|
(741
|
) |
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CASH FLOWS FROM
FINANCING ACTIVITIES
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|
|
|
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|
|
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Changes
in Notes Payable to Shareholders
|
|
|
12,800 |
|
|
|
(14,743
|
) |
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|
90,453 |
|
|
Common
stock issued for cash
|
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|
-- |
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|
-- |
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49,790 |
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Common
stock issued for services
|
|
|
-- |
|
|
|
-- |
|
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|
300 |
|
|
Donated
capital
|
|
|
-- |
|
|
|
23,636 |
|
|
|
23,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net
cash provided by (used in) financing activities
|
|
|
12,800 |
|
|
|
14,743 |
|
|
|
164,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net
increase (decrease) in cash
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
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Cash
at beginning of period
|
|
|
-- |
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|
|
-- |
|
|
|
-- |
|
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Cash
at end of period
|
|
$ |
-- |
|
|
$ |
-- |
|
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$ |
-- |
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Supplemental
cash flow information:
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Cash
paid during period for interest
|
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$ |
-- |
|
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$ |
-- |
|
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|
Cash
paid during period for income taxes
|
|
$ |
-- |
|
|
$ |
-- |
|
|
|
|
|
See
accompanying notes to financial statements
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
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 FASB 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, and 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.
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
F.
INCOME TAXES
Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. 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.
RECENTLY ISSUED ACCOUNTING PROUNCEMENTS
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 6, 2009.
As a
result of the Company’s implementation of the Codification during the quarter
ended October 6, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
Subsequent
Events
(Included
in ASC 855 “Subsequent Events”, previously SFAS No. 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 interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through November 12, 2009, the issuance
date of the Company’s financial statements.
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
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 $172,390
during the period of October 23, 2003 (inception) to October 31, 2009. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The Company'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
At
October 31, 2009, the Company had loans and notes outstanding from a shareholder
in the aggregate amount of $90,453, 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.
On October 31, 2009, the parties further amended the Note increasing the
principal balance to $90.453 representing amounts advanced to the Company by the
payee during the period August 1, 2009 through October 31, 2009.
Effective
as of March 5, 2008, the Company entered into a Services Agreement
with Fountainhead Capital Management Limited (“FHM”). The term of the
Services Agreement is one year and the Company is obligated to pay FHM a
quarterly fee in the amount of $10,000, in cash or in kind, on the first day of
each calendar quarter commencing February 1, 2008. A prorated amount of $6,500
was paid for the quarter ended April 30, 2008. During the fiscal quarter ended
October 31, 2009, the Company paid a total of $10,000 in fees to
FHM.
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
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 $172,389. The expected income tax benefit
for the net operating loss carryforwards is approximately $48,000. 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.
This
results in a net deferred tax asset, assuming an effective tax rate of 34% or
approximately $48,000 at October 31, 2009. 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' EQUITY
The
stockholders' equity section of the Company contains the following classes of
capital stock as of October 31, 2009:
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*
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Preferred
stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares
issued
and
outstanding.
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*
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Common
stock, $0.0001 par value: 100,000,000 shares authorized; 393,148 shares
issued and
outstanding.
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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.
ITEM
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The
following discussion should be read in conjunction with our unaudited financial
statements and the notes thereto.
Forward-Looking
Statements
This
quarterly report contains forward-looking statements and information relating to
us that are based on the beliefs of our management as well as assumptions made
by, and information currently available to, our management. When used in this
report, the words "believe," "anticipate," "expect," "estimate," “intend”,
“plan” and similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. These statements reflect
management's current view of us concerning future events and are subject to
certain risks, uncertainties and assumptions, including among many others: a
general economic downturn; a downturn in the securities markets; federal or
state laws or regulations having an adverse effect on proposed transactions that
we desire to effect; Securities and Exchange Commission regulations which affect
trading in the securities of "penny stocks,"; and other risks and uncertainties.
Should any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. The accompanying
information contained in this registration statement, including, without
limitation, the information set forth under the heading “Management’s Discussion
and Analysis or Plan of Operation -- Risk Factors" identifies important
additional factors that could materially adversely affect actual results and
performance. You are urged to carefully consider these factors. All
forward-looking statements attributable to us are expressly qualified in their
entirety by the foregoing cautionary statement.
Overview
We are a
presently a shell company (as defined in Rule 12b-2 of the Exchange Act) whose
plan of operation over the next twelve months is to seek and, if possible,
acquire an operating business or valuable assets by entering into a business
combination. We will not be restricted in our search for business combination
candidates to any particular geographical area, industry or industry segment,
and may 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 combination candidate. Management will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
our shareholders. For further information on our plan of operation and business,
see PART I, Item 1 of our Annual Report on Form 10-K for the fiscal year ending
July 31, 2009.
Plan
of Operation
We do not
intend to do any product research or development. We do not expect to buy or
sell any real estate, plant or equipment except as such a purchase might occur
by way of a business combination that is structured as an asset purchase, and no
such asset purchase currently is anticipated. Similarly, we do not expect to add
additional employees or any full-time employees except as a result of completing
a business combination, and any such employees likely will be persons already
then employed by the company acquired.
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. We anticipate no operations unless and until we complete
a business combination as described above.
Results
of Operations for the Three Months Ended October 31, 2009 Compared To October
31, 2008
During
the three months ended October 31, 2009, we had no revenues and had a net loss
of $(17,172) compared to a net loss of $(18,202) in the quarter ended October
31, 2008. Expenses in the first quarter of 2010 related to transfer agent fees,
professional fees, management fees and filing agent fees and expenses in the
first quarter of 2009 related to professional fees, management fees and filing
agent fees.
Liquidity
and Capital Resources
We had
$-0- cash on hand at the end of the first quarter of 2010 and had no other
assets to meet ongoing expenses or debts that may accumulate. Since inception,
we have accumulated a deficit of $1172,389. As of October 31, 2009 we had total
liabilities of $98,663.
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 Securities Exchange
Act of 1934 (the "Exchange Act"), which should not exceed $50,000 in the fiscal
year ending July 31, 2010. 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.
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 shareholders will loan funds to us as needed
for operations prior to completion of an acquisition. Management and the
shareholders 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 shareholders
and management members who advance money 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 shareholders 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 shareholders refuse to advance needed funds, however, we
would be forced to turn to outside parties to either loan money to us or buy our
securities. There is no assurance whatever that we will be able at need to raise
necessary funds from outside sources. Such a lack of funds could result in
severe consequences to us, including among others:
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failure
to make timely filings with the SEC as required by the Exchange Act, which
also probably would result in suspension of trading or quotation in our
stock and could result in fines and penalties to us under the Exchange
Act;
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·
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curtailing
or eliminating our ability to locate and perform suitable investigations
of potential acquisitions; or
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·
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inability
to complete a desirable acquisition due to lack of funds to pay legal and
accounting fees and acquisition-related
expenses.
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We hope
to require potential candidate companies to deposit funds with us that we can
use to defray professional fees and travel, lodging and other due diligence
expenses incurred by our management related to finding and investigating a
candidate company and negotiating and consummating a business combination. There
is no assurance that any potential candidate will agree to make such a
deposit.
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, 2009, relative to our ability to continue as a going concern. We
had $98,663 negative working capital as of October 31, 2009; we had an
accumulated deficit of $172,389 incurred through October 31, 2009 and recorded a
loss of $(17,172) for the first quarter of 2010. The going concern
opinion issued by our auditors means that there is substantial doubt that we can
continue as an ongoing business for 12 month period ending July 31, 2010 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, capital
expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Applicable.
ITEM 4A(T). CONTROLS
AND PROCEDURES
Evaluation of Disclosure
Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of October 31, 2009. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Changes in Internal Control
Over Financial Reporting
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended October 31, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There are
no legal proceedings which are pending or have been threatened against us or any
of our officers, directors or control persons of which management is
aware.
ITEM
1A. RISK
FACTORS.
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
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES
Except as
may have previously been disclosed on a current report on Form 8-K or a
quarterly report on Form 10-Q, we have not sold any of our securities in a
private placement transaction or otherwise during the past three
years.
ITEM
3. DEFAULTS UPON
SENIOR SECURITIES
Not
applicable.
ITEM
4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER
INFORMATION
On
November 23, 2009, the Company effected a one for fifty-two and one-half share
reverse split which reduced the number of issued and outstanding common shares
of the Company from 20,640,250 to 393,148. The total authorized
shares of the Company were unaffected by this reverse split. All data
in this report have been adjusted to reflect the impact of this reverse
split.
ITEM
6. EXHIBITS
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Exhibit
No.
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Description
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31.1
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Certification
of Principal Executive Officer and Principal Financial Officer filed
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
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.
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SIGNATURES
In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
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BLINK
COUTURE, INC.
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Date:
November 30, 2009
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By:
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/s/ Thomas
W. Colligan
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Thomas
W. Colligan
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Director,
CEO, President and Treasurer
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