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 April 30, 2008

Commission File Number: 333-138951
 
BLINK COUTURE, INC .

(Exact name of registrant as specified in its charter)
 
 
98-0568153
 
(I.R.S. Employer Identification No.)

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

1199 Marinaside Crescent, Suite 1107
Vancouver, British Columbia, Canada V6Z 2Y2

   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 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 o
 
Accelerated Filer o
 
Non-Accelerated Filer  o
(Do not check if a smaller
reporting company)
 
Smaller Reporting Company þ

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 24,640,250 shares of common stock outstanding as of June 1, 2008.


 
TABLE OF CONTENTS

 
PART I - FINANCIAL INFORMATION
     
ITEM 1.
INTERIM FINANCIAL STATEMENTS
 3
ITEM 2.
MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 9
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 13
ITEM 4A(T).   
CONTROLS AND PROCEDURES
 13
     
PART II - OTHER INFORMATION
     
ITEM 1.
LEGAL PROCEEDINGS
 14
ITEM 1A.
RISK FACTORS
 14
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES
 14
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 14
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 14
ITEM 5.
OTHER INFORMATION
 14
ITEM 6.
EXHIBITS
 15
     
SIGNATURES
 16
EXHIBIT 10.1
 
EXHIBIT 31.1
 
EXHIBIT 32.1
 

2


PART I – FINANCIAL INFORMATION
 
ITEM 1. INTERIM FINANCIAL STATEMENTS
 
BLINK COUTURE, INC.
(A Development Stage Company)
Balance Sheets
 
 
 
April 3, 
2008
 
July 31,  
2007
 
 
 
(Unaudited)
 
 (Audited)
 
ASSETS
         
 
         
Current Assets
         
Cash
 
$
-
 
$
2,604
 
Prepaid expense
   
-
   
1,082
 
Inventory
   
-
   
1,462
 
Total Current Assets
   
-
   
5,168
 
               
Property and Equipment
   
-
   
662
 
               
TOTAL ASSETS
 
$
-
 
$
5,830
 
 
         
LIABILITIES & STOCKHOLDERS' DEFICIT
         
 
         
Current Liabilities
         
Accounts Payable
 
$
-
 
$
1,717
 
Accrued Liabilities
   
-
   
-
 
Due to related parties
   
8,014
   
8,728
 
Total Current Liabilites
   
8,014
   
10,445
 
 
         
TOTAL LIABILITIES
   
8,014
   
10,445
 
 
         
Stockholders' (Deficit)
         
 
         
Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)
   
-
   
-
 
Common stock, ($.0001 par value, 100,000,000 shares authorized; 20,640,250 shares outstanding as of April 30, 2008 and July 31, 2007)
   
2,064
   
2,064
 
Additional paid-in capital
   
70,462
   
48,026
 
Donated capital
   
1,200
   
1,200
 
Deficit accumulated during development stage
   
(81,740
)
 
(54,705
)
 
         
Total Stockholders' Deficit
   
(8,014
)
 
(4,615
)
 
         
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT
 
$
-
 
$
5,830
 
 
See accompanying notes to financials statements

3

 
(A Development Stage Company)
Statements of Operations (Unaudited)

   
  Three Mos.
Ended
April 30,
2008
 
  Three Mos.
Ended
April 30,
2007
 
 
Nine Mos.
Ended
April 30,
2008
 
Nine Mos.
Ended
April 30,
2007
 
  Oct. 23, 2003
(Inception)
through
April 30,
2008
 
                          
Revenues
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
 
                         
Operating Expenses
                         
Amortization
   
587
   
79
   
662
   
79
   
741
 
General and administrative
   
3,281
   
2,646
   
7,710
   
5,056
   
18,573
 
Management fees
   
6,500
   
600
   
7,700
   
1,800
   
17,500
 
Marketing
   
-
   
1,024
   
-
   
12,686
   
11,192
 
Professional fees
   
-
   
1,589
   
10,763
   
14,602
   
32,967
 
Rent
   
-
   
100
   
200
   
300
   
767
 
 
                         
Net Loss
   
(10,368
)
 
(6,038
)
 
(27,035
)
 
(34,523
)
 
(81,740
)
 
                         
Basic earnings (loss)  per share—Basic and Diluted
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
     
 
                         
Weighted average number of common shares outstanding
   
20,640,250
   
20,640,250
   
20,640,250
   
20,635,000
     

see accompanying notes to financial statements

4


BLINK COUTURE, INC.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)

 
 
Nine Months
 Ended 
April 30, 
2008
 
Nine Months
 Ended 
April 30, 
2007
 
Oct. 23, 2003 
(Inception) 
through 
April 30, 
2008
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
             
 
             
Net income (loss)
 
$
(27,035
)
$
(34,523
)
$
(81,740
)
Adjustments to reconcile net loss to net cash provided (used in) by operating activities:
             
Amortization
   
662
   
-
   
741
 
Changes in operating assets and liabilities:
             
Increase (decrease) in prepaid expense
   
1,082
   
-
   
-
 
Increase (decrease) in inventory
   
1,482
   
(1,482
)
 
-
 
Increase (decrease) in accounts payable
   
6,758
   
2,170
   
8,475
 
Increase (decrease) in accrued liabilities
   
(8,475
)
 
-
   
(8,475
)
 
             
Net cash provided by (used in) operating activities
 
$
(25,526
)
$
(33,835
)
$
(80,999
)
 
             
CASH FLOWS FROM INVESTING ACTIVITIES
             
 
             
Purchase of property and equipment
   
-
   
(662
)
 
(741
)
 
             
Net cash provided by (used in) investing activities
   
-
   
(662
)
 
(741
)
 
             
CASH FLOWS FROM FINANCING ACTIVITIES
             
 
             
Changes in due to related parties
   
(714
)
 
168
   
8,014
 
Common stock issued for cash
   
-
   
6,950
   
49,790
 
Common stock issued for services
   
-
   
-
   
300
 
Donated capital
   
23,636
   
-
   
23,636
 
 
             
Net cash provided by (used in) financing activities
   
22,922
   
7,118
   
81,740
 
 
             
Net increase (decrease) in cash
   
(2,604
)
 
(27,379
)
 
-
 
 
             
Cash at beginning of period
   
2,604
   
40,920
   
-
 
 
             
Cash at end of period
 
$
-
 
$
13,541
 
$
-
 
 
             
Supplemental cash flow information:
                   
                     
Cash paid during period for interest
 
$
-
 
$
-
     
Cash paid during period for income taxes
 
$
-
 
$
-
       

See accompanying notes to financial statements

5

 
BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2008
(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Basis of Financial Statement Presentation

The accompanying unaudited condensed financial statements of Blink Couture, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Certain notes and other information have been condensed or omitted from the interim Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the most recent Blink Couture, Inc. Annual Report on Form 10-KSB. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

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.


6


BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2008
(Unaudited)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)

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.

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.

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 $81,740 during the period of October 23, 2003 (inception) to April 30. 2008. 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.

7


BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2008
(Unaudited)

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 April 30, 2008, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $8,014, which represents amounts loaned to the Company to pay the Company’s expenses of operation. On April 30, 2008, a shareholder payable was exchanged for a convertible promissory note with a principal balance of $8,014 due and payable on April 20, 2009. The principal balance of the convertible promissory note and all accrued interest thereunder is convertible, in whole or in part, into shares of the Company’s common stock at the option of the payee or other holder thereof at any time prior to maturity, upon ten days advance written notice to the Company. The number of shares of the Company’s common stock issuable upon such conversion shall be determined by the Board of Directors of the Company based on what it determines the fair market value of the Company is at the time of such conversion. Upon conversion, the notes shall be cancelled and replacement notes in identical terms shall be promptly issued by the maker to the holder thereof to evidence the remaining outstanding principal amount thereof as of the date of the conversion, if applicable. In the event of a stock split, combination, stock dividend, recapitalization of the Company or similar event, the conversion price and number of shares issuable upon conversion shall be equitably adjusted to reflect the occurrence of such event.
 
Effective as of March 5, 2008, the Company entered into a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a shareholder who owns 67.54% of the issued and outstanding shares of common stock of the Company. 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.

  NOTE 6. INCOME TAXES

The Company records its income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. The Company incurred net operating losses during all periods presented resulting in deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company has recorded a valuation allowance offsetting all deferred tax assets.

NOTE 7. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2008:

*
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; 20,640,250 shares issued and outstanding.

8


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-KSB for the fiscal year ending 2007.
 
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 April 30, 2008 Compared To April 30, 2007

During the three months ended April 30, 2008, we had no revenues and had a net loss of $(10,368) compared to a net loss of $(6,038) in the quarter ended April 30, 2007. Expenses in the third quarter of 2008 related to transfer agent fees, professional fees, management fees and filing agent fees and expenses in the third quarter of 2007 related to professional fees, management fees, filing agent fees and rent.

Results of Operations for the Nine Months Ended April 30, 2008 Compared To April 30, 2007

During the nine months ended April 30, 2008, we had no revenues and had a net loss of $(27,035) compared to a net loss of $(34.523) in the quarter ended April 30, 2007. Expenses during the first nine months of 2008 related to transfer agent fees, professional fees, management fees and filing agent fees and expenses in the first nine months of 2007 related to professional fees, management fees, filing agent fees and rent.

9


Liquidity and Capital Resources

We had $-0- cash on hand at the end of the third quarter of 2008 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, we have accumulated a deficit of $81,740. As of April 30, 2008 we had total liabilities of $8,014.
 
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 December 31, 2008. 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:
 
·
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;
 
·
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.
 
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.

G oing 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, 2007, relative to our ability to continue as a going concern.  We had $8,014 negative working capital as of April 30, 2008; we had an accumulated deficit of $81,740 incurred  through  April 30, 2008 and recorded a loss of $(10,368) for the third quarter of 2008 and a loss of $(42,764) from operations for the fiscal year ended July 31, 2007.   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, 2008 and thereafter. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

10


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.
 
Risk Factors That May Affect Future Operating Results

You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. You should also refer to the other information about us contained in this Form 10-Q, including our financial statements and related notes.

We currently have no operating revenues or earnings from operations .

We currently have had no operating revenues or earnings from operations. We have no significant assets or financial resources. We have operated at a loss to date and will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination.
 
Our management does not devote its full time to our business and operations .

Our management only devotes minimal time to our business. Management does not have any written employment agreement with us, and is not expected to enter into one. Our management serves only on a part−time basis and has had limited experience in the business activities contemplated by us, yet our Company will be solely dependent on him. We lack the funds or other incentive to hire full−time experienced management. Management has other employment or business interests to which he devotes his primary attention and will continue to do so, devoting time to the Company only on an as−needed basis.
 
We may have conflicts of interest with our management team .

Our officers and directors may in the future be affiliated with other blank check companies having a similar business plan to that of our Company (“Affiliated Companies”) which may compete directly or indirectly with us. Certain specific conflicts of interest may include those discussed below.
 
·
The interests of any Affiliated Companies from time to time may be inconsistent in some respects with the interests of the Company. The nature of these conflicts of interest may vary. There may be circumstances in which an Affiliated Company may take advantage of an opportunity that might be suitable for the Company. Although there can be no assurance that conflicts of interest will not arise or that resolutions of any such conflicts will be made in a manner most favorable to the Company and its shareholders, the officers and directors of the Company have a fiduciary responsibility to the Company and its shareholders and, therefore, must adhere to a standard of good faith and integrity in their dealings with and for The Company and its shareholders.
 
·
The officers and directors of The Company may serve as officers and directors of other Affiliated Companies in the future. The Company's officers and directors are required to devote only so much of their time to The Company's affairs as they deem appropriate, in their sole discretion. As a result, The Company's officers and directors may have conflicts of interest in allocating their management time, services, and functions among The Company and any current and future Affiliated Companies which they may serve, as well as any other business ventures in which they are now or may later become involved.

11


·
The Affiliated Companies may compete directly or indirectly with The Company for the acquisition of available, desirable combination candidates. There may be factors unique to The Company or an Affiliated Company which respectively makes it more or less desirable to a potential combination candidate, such as age of the company, name, capitalization, state of incorporation, contents of the articles of incorporation, etc. However, any such direct conflicts are not expected to be resolved through arm's-length negotiation, but rather in the discretion of management. While any such resolution will be made with due regard to the fiduciary duty owed to the Company and its shareholders, there can be no assurance that all potential conflicts can be resolved in a manner most favorable to the Company as if no conflicts existed. Members of the Company's management who also are or will be members of management of another Affiliated Company will also owe the same fiduciary duty to the shareholders of each other Affiliated Company. Should a potential acquisition be equally available to and desirable for both the Company and the Affiliated Companies, no guideline exists for determining which company would make the acquisition. This poses a risk to the Company’s shareholders that a desirable acquisition available to the Company may be made by an Affiliated Company, whose shareholders would instead reap the rewards of the acquisition. An Affiliated Company's shareholders of course face exactly the same risk. Any persons who are officers and directors of both The Company and an Affiliated Company do not have the sole power (nor the power through stock ownership) to determine which company would acquire a particular acquisition. No time limit exists in which an acquisition may or must be made by the Company, and there is no assurance when − or if − an acquisition ever will be completed.
 
·
Certain conflicts of interest exist and will continue to exist between the Company and its officers and directors due to the fact that each has other employment or business interests to which he devotes his primary attention. Each officer and director is expected to continue to do so in order to make a living, notwithstanding the fact that management time should be devoted to the Company's affairs. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company and its management. As a practical matter, such potential conflicts could be alleviated only if the Affiliated Companies either are not seeking a combination candidate at the same time as the Company, have already identified a combination candidate, are seeking a combination candidate in a specifically identified business area, or are seeking a combination candidate that would not otherwise meet the Company's selection criteria. It is likely, however, that the combination criteria of the Company and any Affiliated Companies will be substantially identical. Ultimately, the Company's shareholders ultimately must rely on the fiduciary responsibility owed to them by the Company's officers and directors. There can be no assurance that members of management will resolve all conflicts of interest in the Company's favor. The officers and directors are accountable to the Company and its shareholders as fiduciaries, which means that they are legally obligated to exercise good faith and integrity in handling the Company's affairs and in their dealings with the Company. Failure by them to conduct the Company's business in its best interests may result in liability to them. The area of fiduciary responsibility is a rapidly developing area of law, and persons who have questions concerning the duties of the officers and directors to the Company should consult their counsel.
  
Our Certificate of Incorporation excludes personal liability on the part of its directors to the Company for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or for improper payment of dividends. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director's liability under federal or applicable state securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to this indemnification.

Our proposed operations are purely speculative .

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting these criteria. If we complete a business combination, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. No combination candidate has been identified for acquisition by management, nor has any determination been made as to any business for the Company to enter, and shareholders will have no meaningful voice in any such determinations. There is no assurance that the Company will be successful in completing a combination or originating a business, nor that the Company will be successful or that its shares will have any value even if a combination is completed or a business originated.
 
We are subject to the penny stock rules .
 
Our securities may be classified as penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the Nasdaq SmallCap Market or on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery of a document to investors stating the risks, special suitability inquiry, regular reporting and other requirements. Prices for penny stocks are often not available and investors are often unable to sell this stock. Thus, an investor may lose his investment in a penny stock and consequently should be cautious of any purchase of penny stocks.

12


We may have significant difficulty in locating a viable business combination candidate .

We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us. Nearly all of these competitors have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.
  
It is possible that the per share value of your stock will decrease upon the consummation of a business combination .

A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in a business combination, the current shareholders of the Company may experience severe dilution of their ownership due to the issuance of shares in the combination. Any combination effected by the Company almost certainly will require its existing management and board members to resign, thus shareholders have no way of knowing what persons ultimately will direct the Company and may not have an effective voice in their selection.
 
Any business combination that we engage in may have tax effects on us .

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that we may undertake. Currently, a business combination may be structured so as to result in tax-free treatment to both companies pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target company; however, there can be no assurance that a business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

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 March 31, 2008. 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 April 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

13


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 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-QSB, 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

On March 10, 2008, the Board of Directors of the Company unanimously adopted the following resolutions:

1)   To seek stockholder approval to an amendment to the Company's Articles of Incorporation to increase the Company's authorized capital to 120,000,000 shares comprising 100,000,000 shares of Common Stock par value $.0001 per share and 20,000,000 shares of Preferred Stock par value $0.0001 per share; and

2)   To seek stockholder approval to amend the Company's Certificate of Incorporation to effect a reverse stock split of the Company's Common Stock.

Thereafter, on March 10, 2008, pursuant to the By-Laws of the Company and applicable Delaware law, a principal stockholder of the Company holding 13,940,000 shares of Common Stock, representing approximately 67.5% of the total issued and outstanding Common Stock, adopted a resolution to authorize the Board of Directors (1) to amend the Company's Articles of Incorporation to increase the Company's authorized capital to 120,000,000 shares comprising 100,000,000 shares of Common Stock par value $.0001 per share and 20,000,000 shares of Preferred Stock par value $0.0001 per share; and (2) in its sole discretion, to effect a reverse split of the Company's Common Stock based upon a ratio of not less than one-for-10 nor more than one-for-52 1/2 shares at any time prior to March 10, 2009. In addition, notwithstanding approval of this proposal by the stockholders, the Board of Directors may, in its sole discretion, determine not to effect, and abandon, the reverse stock split without further action by our stockholders.

Copies of the Company’s Information Statement detailing such actions was mailed to the stockholders of the Company on April 1, 2008 and the action was deemed effective twenty (20) calendar days following such mailing on April 21, 2008.

Other than the foregoing, no matters were submitted to a vote or for the written consent of security shareholders, through the solicitation of proxies or otherwise, during the third fiscal quarter of 2007, and no meeting of shareholders was held.
 
ITEM 5.   OTHER INFORMATION

On March 4, 2008, pursuant to the terms of a Stock Purchase Agreement dated February 20, 2008 between Fountainhead Capital Management Limited (“Fountainhead”) and La Pergola Investments Limited (“La Pergola,” collectively, Fountainhead and La Pergola are referred to as “the Purchasers”) and Penny Green, the Purchasers purchased 16,400,000 shares of the Company’s issued and outstanding common stock from Penny Green. The 16,400,000 shares represent 79.5% of the outstanding common stock of the Company. The Purchasers allocated 85% of the shares, or 13,940,000 shares, to Fountainhead and 15% of the shares, or 2,460,000 shares, to La Pergola.

Penny Green resigned as a member of the Company's Board of Directors effective as of March 4, 2008. Penny Green also resigned as the Company's President, Chief Executive Officer, and Chief Financial Officer, effective on said date. At the time of resignation, Ms. Green was not a member of any committee on the board of directors. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On March 4, 2008, Thomas W. Colligan was appointed as the Company's sole Director. Mr. Colligan was also appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary. As of the date of this filing, Mr. Colligan has not been appointed to any committee of the board of directors. Mr. Colligan expects to spend approximately 5 hours per month on the Company’s business and affairs.

14


Effective as of March 5, 2008, the Company entered into a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a shareholder who owns 67.54% of the issued and outstanding shares of common stock of the Company. 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 pro-rated amount of $6,500 was paid for the quarter 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 for the Company and assist in the analysis of proposed transactions;

(d) FHM will assist the Company in identifying potential investment bankers, placement agents and broker-dealers who are qualified to act on behalf of the Company to achieve its strategic goals.
 
(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.

A copy of the Fountainhead Capital Management Limited Services Agreement is attached as Exhibit 10.1.
 
ITEM 6.   EXHIBITS

Exhibit No.   
 
Description
 
 
 
10.1
 
Services Agreement between Blink Couture, Inc. and Fountainhead Capital Management Limited dated as of March 5, 2008
     
31.1
 
Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
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.

15


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.

 
BLINK COUTURE, INC.
     
Date: June 6, 2008
By:  
/s/ Thomas W. Colligan
   
Thomas W. Colligan
   
Director, CEO, President and Treasurer

16


EXHIBIT INDEX

Exhibit No.   
 
Description
 
 
 
10.1
 
Services Agreement between Blink Couture, Inc. and Fountainhead Capital Management Limited dated as of March 5, 2008
     
31.1
 
Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
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.

17

 
Exhibit 10.1
 
SERVICES AGREEMENT
 
This Services Agreement (this “ Agreement ”) is made as of March 5, 2008 by and between Blink Couture, Inc., a Delaware corporation (the “ Company ”) and Fountainhead Capital Management Limited, an entity registered in Jersey (“ FCM ”) (each a “ Party ” and collectively referred to hereafter as the “ Parties ”).
 
W   I   T   N   E   S   S   E   T   H :

WHEREAS, the Company is a shell corporation with limited resources to pursue its business plan and maintain its status as a publicly-reporting company.
 
WHEREAS, FCM has substantial experience in corporate governance and management and has substantial expertise and contacts which are of value to the Company in the identification of prospective business opportunities for the Company and sources of financing;
 
WHEREAS, the business plan of the Company is the identification of a suitable target for a potential merger or acquisition transaction commonly known as a “reverse merger” or “alternative public offering” transaction;
 
WHEREAS, to facilitate pursuing the Company’s operation and pursuit of the goals stated in its business plan, the Company desires to engage FCM to provide the services specified in this Agreement;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree in good faith as follows:
 
1.   Services . The services which FCM shall provide under this Agreement, shall include the following:
 
(a) FCM 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, FCM will provide strategic advisory services relative to the achievement of the Company’s business plan;
 
(c) FCM will undertake to identify potential merger and acquisition targets for the Company and assist in the analysis of proposed transactions;
 
(d) FCM will assist the Company in identifying potential investment bankers, placement agents and broker-dealers who are qualified to act on behalf of the Company to achieve its strategic goals.
 
(e) FCM will assist in the identification of potential investors which might have an interest in evaluating participation in financing transactions with the Company;
 
(f) FCM will assist the Company in the negotiation of merger, acquisition and corporate finance transactions;
 
(g) At the request of the Company’s management, FCM 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, FCM will assist the Company in satisfying various corporate compliance matters.
 
FCM is not a licensed broker-dealer. Under no circumstances will FCM engage in any activities which would require licensure as a broker-dealer or otherwise.

2.   Term and Termination . The term of this engagement shall be for a period of twelve (12) months commencing with the date of this Agreement and may be extended upon the mutual written agreement of the Parties.

 

 

3.   Consideration . In consideration for FCM providing the services set forth in Section 1 above, the Company will pay to FCM a quarterly fee of $10,000.00, payable in cash or, at the option of FCM, in kind, on the first day of each calendar quarter commencing March 5, 2008.
 
4.   Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable overnight courier service, in each case to the intended recipient as set forth below:

If to the Company :
Copy to :
   
Blink Couture, Inc.
122 Ocean Park Boulevard
Suite 307
Santa Monica, California 90405
Law Offices of Robert Diener
122 Ocean Park Boulevard
Suite 307
Santa Monica, California 90405
   
Attention: Thomas Colligan
Attention: Robert Diener
   
If to the FCM :
 
   
Fountainhead Capital Management Limited
Portman House
Hue Street, St. Helier
Jersey JE4 5RP
 
   
Attention: Richard Breeze
 
 
Any Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.
 
5.   Miscellaneous .
 
(a) Entire Agreement . This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof .
 
(b) Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party .
 
(c) Counterparts and Facsimile Signature . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature.
 
(d) Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
 
(e) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York. The Parties hereby consent to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan and the United States District Court for the Southern District of New York for all disputes arising under this Agreement.
 
 

 
 
(f) Amendments and Waivers . The Parties may mutually amend any provision of this Agreement at any time during the term of this Agreement prior to the termination of this Agreement. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. No waiver by any party with respect to any default, misrepresentation or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
 
(g) Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.
 
(h) Construction . The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
 
(i) Remedies . FCM shall be entitled to enforce its rights under this Agreement specifically to recover damages by reason of any breach of any provision or term of this Agreement and to exercise all other rights existing in its favor. In the event of any dispute under this Agreement, the prevailing party shall be entitled to recover its costs incurred in connection with the resolution thereof, including reasonable attorneys fees.
 
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an instrument under seal as of the date first written above.

Blink Couture, Inc.
   
By:
/s/ Thomas Colligan
Name:
Thomas Colligan
Title:
President
   
Fountainhead Capital Management Limited
   
By:
/s/Gisele La Miere
Name:
Gisele La Miere
Title:
Director
   
By:
/s/ Carole Dodge
Name:
Carole Dodge
Title:
Director

 

 
 
Exhibit 31 .1
 
CERTIFICATION

I, Thomas W. Colligan, certify that:

I have reviewed this quarterly report on Form 10-Q of BLINK COUTURE, INC.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))   for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 6, 200 8

/s/ Thomas W. Colligan
Thomas W. Colligan
Chief Executive Officer and Chief Financial Officer

 
 

 
 
Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Thomas W. Colligan, the Chief Executive Officer and Chief Financial Officer of BLINK COUTURE, INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2008 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this   6th day of June, 2008.

Chief Executive Officer and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to BLINK COUTURE, INC. and will be retained by BLINK COUTURE, INC. and furnished to the Securities and Exchange Commission or its staff upon request.