ITEM 2. Management Discussion and Analysis of Financial Condition/ Plan of Operations

Forward Looking Statements

This report on Form 10-QSB contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

Overview

We were incorporated as a Delaware company on October 23, 2003 with the former name Fashionfreakz International Inc. On December 2, 2005 we changed our name to Blink Couture Inc. We do not have any subsidiaries. Our principal executive offices are located at 1199 Marinaside Crescent, Suite 1107, Vancouver, British Columbia, V6Z 2Y2, Canada.

On August 15, 2007 Susanne Milka resigned from her positions as our President, Chief Executive Officer, Treasurer, Chief Accounting Officer and director. Following Ms. Milka’s resignations, our Board of Directors appointed Penny Green, our sole remaining director, to hold the officer positions relinquished by Ms. Milka.

We are a “shell company” defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934, since we have only conducted nominal operations and have only nominal assets.

Our website has not generated any revenues since our inception. We sold our inventory at book value on February 20, 2008 and we are now looking for a new venture. Our decision to sell our inventory was based on our lack of revenues to date and difficulties in finding investors for an online fashion retail business with no revenues. As of January 31, 2008, we have only $1,767 in our bank account and we need to raise additional capital in order to continue our operations.

We operated as an online fashion retailer specializing in the sale of clothing, jewelry and accessories produced by independent designers to customers via our website, www.blinkcouture.com.  

The following factors raise substantial doubt regarding the ability of our business to continue as a going concern: (i) we may be unable to acquire an operating business and even if we are able to successfully acquire an operating business there is no guarantee that it will be profitable; (ii) we have incurred losses since our inception; (iii) no revenues have been generated since our inception; and (iv) we are dependent on the sale of equity securities and receipt of capital from outside sources to continue our operations in the future. Our auditors have issued a going concern opinion. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

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Plan of Operations

We have not generated any revenues from our online retail business. We sold our inventory to our former president and chief executive officer, Susanne Milka on February 20, 2008. We plan to seek out new business ventures, including a merger or acquisition of an interest in business opportunities presented to us by persons or companies who or which desire to seek the perceived advantages of a Securities Exchange Act of 1934 registered corporation. We have not restricted our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

Our management has limited experience in managing companies similar to Blink Couture.  Management shall use its own efforts to seek out new ventures. However, we anticipate replacing our current sole officer if a suitable candidate is found. It is not anticipated that any outside consultants or advisors will be utilized by us to effectuate our business purposes described herein. However, if we do retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as we have minimal cash assets with which to pay such an obligation. There have been no contracts or agreements with any outside consultants and none are anticipated in the future.

Marketing

We plan to contact a few broker-dealers, venture capitalists and other members of the financial community with whom she had a pre-existing relationship and who may know of potential acquisition candidates. If and when a suitable acquisition candidate is found, Our management may begin negotiations with management of the acquisition candidate to acquire its business.

Evaluation of Acquisition Opportunities.

Our management intends to request in the future that we be provided with written materials regarding any privately-held company which we are considering as an acquisition candidate prior to entering into negotiations with that company. We will request such items as:

• a description of products, service and company history;

• management resumes;

• audited 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 service marks or rights thereto;

• present and proposed forms of compensation to management;

• a description of transactions between the privately-held company and its affiliates during relevant prior 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; and

• other information deemed relevant.

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Our management will endeavor to personally meet with management and key personal of companies which are a serious candidate for concluding an acquisition. We will also attempt to 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 our limited financial resources. We will not acquire or merge with any company for which current audited financial statements cannot be obtained prior to or within a reasonable period of time after closing of the proposed transaction.

Our management intends to take into consideration the following factors when analyzing a company for its potential as a reverse merger/acquisition candidate:

• Potential for growth, indicated by new technology, anticipated market expansion or new products.

• Competitive position as compared to other companies of similar size and experience within the privately-held company's industry segment as well as within the industry as a whole.

• Strength and diversity of management, either in place or scheduled for recruitment.

• Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.

• The extent to which the business of the privately-held company can be advanced.

• The regulatory environment within the privately-held company's industry.

• The market performance of equity securities of similarly situated companies in the privately-held company's industry.

• Reputation of owners, principals and/or managers for complying with and not violating federal and/or state securities laws.

Treatment of Reverse Merger/Acquisition Transaction

The Securities and Exchange Commission considers a reverse merger/acquisition transaction to be a capital transaction in substance, rather than a business combination. That is, the transaction will be equivalent to the issuance of stock by the privately-held company for the net monetary assets of Blink Couture, accompanied by a recapitalization. As a result, the post-reverse merger/acquisition comparative historical financial statements for us will be those of the privately-held company, with appropriate footnote disclosure concerning the changes in the capital structure of the privately-held company effected at the reverse merger/acquisition transaction date.

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Cost Projections.

It is anticipated that we will incur nominal expenses in the implementation of our business plan. Our main cost is related to compliance with our ongoing reporting issuer obligations with the Securities and Exchange Commission. Because we have no capital with which to pay these anticipated expenses, we will need to raise money in conjunction with any acquisition offer made by us.

Competition.

We will compete with other companies that are looking to acquire an operating business. Some of our competitors file reports with the Securities and Exchange Commission, and some do not. Some of our competitors have securities that trade in the over-the-counter securities markets, and some do not. A number of our competitors are managed by established venture capitalist and financial concerns which have significantly greater financial and personnel resources and technical expertise than we possess. We believe that we will remain an insignificant participant among the companies which engage in the acquisition of business opportunities. In view of our extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Results of Operations for the Three Months ended January 31, 2008, for the Six Months ended January 31, 2008, and for the Period from October 23, 2003 (Date of Inception) to January 31, 2008

Lack of Revenues

Since our inception on October 23, 2003 to January 31, 2008, we did not generate any As of January 31, 2008, we had an accumulated deficit of $71,372. We do not expect to generate revenues until we acquire a new operating business. As there is no guarantee that we will be able to successfully acquire an operating business, our future ability to generate revenues remains uncertain.

Net Loss

We incurred a net loss of $2,344 for the three months ended January 31, 2008 compared to $16,977 for the three months ended January 31, 2007. For the six months ended January 31, 2008 we incurred a net loss of $16,667 compared to a net loss of $28,485 for the six months ended January 31, 2007. Since our inception on October 23, 2003 to January 31, 2008, we incurred a net loss of $71,372. The net loss was incurred due to our lack of revenues. Our net loss per share was $0 for the six months ended January 31, 2008 and $0 for the period from October 23, 2003 (Date of Inception) to January 31, 2007.

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Expenses

Our total expenses for the three months ended January 31, 2008 were $2,344 and consisted of $757 in professional fees, $849 in general and administrative fees, $600 in management fees, $38 in amortization and $100 in rent. This compares to our total expenses of $16,977 for the three months ended January 31, 2007. The reduction of our total expenses by $14,633 was the result of decreased operating activity because of our continued lack of sales. Our total expenses for the six months ended January 31, 2008 were $16,667 compared with $28,485 for the same period ended January 31, 2007.

Our general and administrative expenses decreased from $9,667 for the three months ended January 31, 2007 to $849 for the three months ended January 31, 2008. For the six months ended January 31, 2008, our general and administrative expenses totaled $4,429 compared to $13,415 for the six months ended January 31, 2007. Our general and administrative expenses consist of salaries, office supplies, travel expenses, rent, communication expenses (cellular, internet, fax and telephone), office maintenance, courier and postage costs and office equipment.

Our professional fees decreased $5,853 from $6,610 for the three months ended January 31, 2007 to $757 for the same period in 2008. Our professional fees consisted primarily of legal, accounting and auditing fees. The decrease in professional fees was the result of our lack of sales and operating activity. Our professional fees for the six months ended January 31, 2008 totaled $10,763 compared to $13,013 for the six months ended January 31, 2007.

Liquidity and Capital Resources

On February 20, 2008, we entered into an agreement with our former president and chief executive officer to sell our inventory at the book value of $1,482 in exchange for Ms. Milka agreeing to write off the full amount of her loan to us of $8,767.

We do not expect to generate any significant revenues until we have found a new business venture.

As of January 31, 2008, we had a working capital deficit of $20,669. We had cash of $1,767 in our bank accounts as of January 31, 2008. Our total assets were $3,836, with $3,249 in total current assets, and $587 in property and equipment. Our total liabilities and total current liabilities were the same, at $23,918. Our net loss of $71,372 from October 23, 2003 (date of inception) to January 31, 2008 was mostly funded by our equity financing and loans from related parties. We expect to incur substantial losses until we are able to find a new operating business.

During the six months ended January 31, 2008, we did not have any financing or investing activities. We used net cash of $837 in our operating activities.

If we are unable to find or successfully enter into an agreement to acquire an operating business, we may not be able to pay our auditor which could result in a failure to comply with accounting disclosure requirements. We may also be forced to cease our operations.

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Employees

As of February 25, 2008, we have no part time or full time employees. Our sole officer works for us on a part time basis. We currently engage independent contractors in the areas of website design (where necessary), accounting and legal services.

Limited operating history; need for additional capital

We are a development stage company and have generated no revenues since our inception. We have decided to abandon our current line of operations and acquire a new operating business. There is no guarantee that we will be able to locate an operating business to acquire. Even if we do locate an operating business, we have limited capital resources and may not be able to afford to complete on the acquisition.

If an acquisition is made by us of an operating business, we may be unsuccessful in the new business venture. Any new line of business we may pursue is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. Obtaining additional financing will be subject to a number of factors including market conditions, investor acceptance of our business plan and investor sentiment. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our proposed operations. If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure. In such an event, we intend to implement expense reduction plans in a timely manner. However, these actions would have material adverse effects on our proposed businesses, future revenues, operating results, and prospects, resulting in a possible failure of our business. If we raise funds through equity or convertible securities, our existing stockholders may experience dilution and our stock price may decline.

We have incurred operating losses from our inception, and we are dependent upon our management's ability to develop profitable operations and our ability to raise money through equity or debt financing. These factors raise substantial doubt about our ability to continue as a going concern.

Known Material Trends and Uncertainties

As of January 31, 2008, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

We believe that the above discussion contains a number of forward-looking statements. Our actual results and our actual plan of operations may differ materially from what is stated above. Factors which may cause our actual results or our actual plan of operations to vary include, among other things, decision of the Board of Directors not to pursue a specific course of action based on a re-assessment of the facts or new facts, or changes in general economic conditions.

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Critical Accounting Policies

The preparation of financial statements in conformity with U.S. 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. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Note 2 to the financial statements, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements. The following is a discussion of critical accounting policies and methods used by us.

Stock-based Compensation

We record stock-based compensation in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. We do not currently have a stock option plan.