Delaware
|
98-0568153
|
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(State
or other jurisdiction of incorporation or
|
(IRS
Employer Identification No.)
|
|
organization)
|
|
|
|
|
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122
Ocean Park Blvd., Suite 307
|
|
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Santa
Monica, CA
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90405
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
|
|
|
|
|
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Large
Accelerated Filer
o
|
|
Accelerated
Filer
o
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Non-Accelerated
Filer
o
(Do not check if a smaller reporting company)
|
|
Smaller
Reporting Company
þ
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BUSINESS
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1
|
|
ITEM
1A.
|
RISK
FACTORS
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7
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ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
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12
|
ITEM
2.
|
PROPERTIES
|
12
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
12
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
12
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PART
II
|
||
ITEM
5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
13
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ITEM
6.
|
SELECTED
FINANCIAL DATA
|
14
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ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
14
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ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
16
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
16
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
28
|
ITEM
9A(T).
|
CONTROLS
AND PROCEDURES
|
29
|
ITEM
9B.
|
OTHER
INFORMATION
|
29
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PART
III
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||
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
29
|
|
||
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
30
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
30
|
ITEM
13. .
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
31
|
ITEM
14
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
32
|
PART
IV
|
||
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
33
|
SIGNATURES
|
35
|
ITEM
1.
|
BUSINESS.
|
Period
|
High
|
|
Low
|
|
|||
February
26, 2007 – April 30, 2007
|
N/A
|
N/A
|
|||||
May
1, 2007 – July 31, 2007
|
$
|
0.75
|
$
|
0.235
|
|||
August
1, 2007-October 31, 2007
|
$
|
0.85
|
$
|
0.20
|
|||
November
1, 2007-January 31, 2008
|
$
|
0.85
|
$
|
0.85
|
|||
February
1, 2008-April 30, 2008
|
$
|
0.85
|
$
|
0.05
|
|||
May
1, 2008-July 31, 2008
|
$
|
0.09
|
$
|
0.09
|
|
7/31/08
|
7/31/07
|
7/31/06
|
7/31/05
|
|||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Net
Income (Loss)
|
$
|
(14,357
|
)
|
$
|
(42,764
|
)
|
$
|
(6,201
|
)
|
$
|
(2,665
|
)
|
|
Net
Income (Loss) Per Share, Basic and Diluted
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Weighted
Average No. Shares, Basic and Diluted
|
20,640,250
|
20,640,000
|
20,415,000
|
20,400,000
|
|||||||||
Stockholders’
Equity (Deficit)
|
$
|
(22,371
|
)
|
$
|
(4,610
|
)
|
$
|
31,199
|
$
|
(3,700
|
)
|
||
Total
Assets
|
$
|
-
|
$
|
5,830
|
$
|
40,920
|
$
|
-
|
|||||
Total
Liabilities
|
$
|
22,371
|
$
|
10,445
|
$
|
9,721
|
$
|
3,700
|
ITEM 7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF
OPERATION
|
Line
Item
|
|
7/31/08
(audited)
|
|
7/31/07
(audited)
|
|
Increase
(Decrease)
|
|
Percentage
Increase
(Decrease)
|
|
||||
Revenues
|
$
|
0
|
$
|
0
|
$
|
0
|
0.0
|
%
|
|||||
Operating
Expenses
|
41,392
|
42,764
|
(1,372
|
)
|
(3.2
|
)%
|
|||||||
Net
(loss)
|
(41,392
|
)
|
(42,764
|
)
|
(1,372
|
)
|
(3.2
|
)%
|
|||||
Loss
per share of common stock
|
0.00
|
0.00
|
0.00
|
0.0
|
%
|
Paritz
& Company, P.A.
|
15
Warren Street, Suite 25
Hackensack,
New Jersey 07601
(201)342-7753
Fax:
(201) 342-7598
E-Mail:
paritz @paritz.com
|
Certified
Public Accountants
|
|
/s/
Paritz & Co , P.A
|
Hackensack,
New Jersey
|
October
21, 2008
|
CHARTERED
ACCOUNTANTS
|
Vancouver,
Canada
|
|
July 31, 2008
(audited
|
July 31, 2007
(audited)
|
|||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
|
$
|
-
|
$
|
2,604
|
|||
Prepaid
Expense
|
-
|
1,082
|
|||||
Inventory
|
-
|
1,482
|
|||||
Total
Current Assets
|
-
|
5,168
|
|||||
Property
and equipment
|
-
|
662
|
|||||
TOTAL
ASSETS
|
$
|
-
|
$
|
5,830
|
|||
LIABILITIES &
STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
-
|
$
|
1,717
|
|||
Due
to Related Parties
|
22,371
|
8,728
|
|||||
Total
liabilities
|
22,371
|
10,445
|
|||||
Stockholders’
equity (deficit)
|
|||||||
Preferred
stock, par value $0.0001, 20,000,000 shares authorized, no shares
issued
and outstanding at July 31, 2008 and July 31, 2007,
respectively
|
-
|
-
|
|||||
Common
stock, par value $0.0001, 100,000,000 shares authorized, 20,640,250
shares
issued and outstanding at July 31, 2008 and July 31, 2007,
respectively
|
2,064
|
2,064
|
|||||
Additional
Paid-in Capital
|
71,662
|
48,026
|
|||||
Deficit
Accumulated During the Development Stage
|
(96,097
|
)
|
(54,705
|
)
|
|||
Total
stockholders’ equity (deficit)
|
(22,371
|
)
|
(4,615
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$
|
-
|
$
|
5,830
|
Year Ended July 31,
|
Accumulated from
October 23, 2003
(Date of Inception)
|
|||||||||
|
2008
|
2007
|
to July 31, 2008
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Expenses:
|
||||||||||
Amortization
|
662
|
79
|
741
|
|||||||
General
and administrative
|
12,067
|
6,729
|
22,930
|
|||||||
Management
fees
|
17,700
|
2,400
|
27,500
|
|||||||
Marketing
|
-
|
11,192
|
11,162
|
|||||||
Professional
fees
|
10,763
|
21,964
|
32,967
|
|||||||
Rent
|
200
|
400
|
767
|
|||||||
Total
operating expenses
|
41,392
|
42,764
|
96,097
|
|||||||
|
|
|
||||||||
Net
loss
|
$
|
(41,392
|
)
|
$
|
(42,764
|
)
|
$
|
(96,097
|
)
|
|
Net
loss per common share, basic and diluted
|
$
|
-
|
$
|
-
|
$ | |||||
|
|
|
||||||||
Weighted
average number of common shares, basic and diluted
|
20,640,250
|
20,640,000
|
||||||||
|
|
|
||||||||
Year Ended July 31,
|
Accumulated from
October 23, 2003
(Date of Inception)
|
|||||||||
|
2008
|
2007
|
to July 31, 2008
|
|||||||
Cash
flows relating to operating activities
|
||||||||||
Net
loss
|
$
|
(41,392
|
)
|
$
|
(42,764
|
)
|
$
|
(96,097
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||
Amortization
|
662
|
79
|
741
|
|||||||
Change
in operating assets and liabilities:
|
||||||||||
Prepaid
expense
|
1,082
|
(1,082
|
)
|
-
|
||||||
Inventory
|
1,482
|
(1,482
|
)
|
-
|
||||||
Accounts
payable
|
(1,717
|
)
|
(306
|
)
|
-
|
|||||
Net
cash used in operating activities
|
(39,883
|
)
|
(45,555
|
)
|
(95,356
|
)
|
||||
Cash
flows relating to investing activities
|
||||||||||
Purchase
of property and equipment
|
-
|
(741
|
)
|
—
|
||||||
Net
cash used in investing activities
|
-
|
(741
|
)
|
(741
|
)
|
|||||
Cash
flows relating to financing activities
|
||||||||||
Due
to related parties
|
13,643
|
1,030
|
22,371
|
|||||||
Shares
issued for services
|
-
|
300
|
300
|
|||||||
Donated
capital
|
23,636
|
-
|
23,636
|
|||||||
Proceeds
from issuance of common stock
|
-
|
6,650
|
49,790
|
|||||||
Net
cash provided by financing activities
|
37,279
|
7,980
|
96,097
|
|||||||
|
|
|
||||||||
Increase
(decrease) in cash
|
(2,604
|
)
|
(38,316
|
)
|
-
|
|||||
Cash,
beginning of period
|
2,604
|
40,920
|
-
|
|||||||
Cash,
end of period
|
$
|
-
|
$
|
2,604
|
$
|
-
|
||||
Supplemental
Disclosure of Cash Flow Information
|
||||||||||
Cash
paid during the period for interest
|
$
|
-
|
$
|
-
|
||||||
Cash
paid during the period for income taxes
|
-
|
-
|
Deficit
|
||||||||||||||||
|
Accumulated
|
|||||||||||||||
|
Additional
|
During
the
|
||||||||||||||
|
Common
|
Paid-in
|
Development
|
|||||||||||||
|
Stock
|
Amount
|
Capital
|
Stage
|
Total
|
|||||||||||
|
#
|
|
$
|
$
|
$
|
$
|
||||||||||
|
|
|
|
|
|
|||||||||||
Balance –
October 23, 2003 (Date of Inception)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
October
25, 2003 – issue of common stock for services at $0.0001 per
share
|
2,400,000
|
240
|
-
|
-
|
240
|
|||||||||||
July
25, 2004 – issue of common stock for services at $0.0001 per
share
|
18,000,000
|
1,800
|
-
|
-
|
1,800
|
|||||||||||
Net
loss for the period
|
–
|
–
|
–
|
(3,075
|
)
|
(3,075
|
)
|
|||||||||
Balance –
July 31, 2004
|
20,400,000
|
2,040
|
-
|
(3,075
|
)
|
(1,035
|
)
|
|||||||||
Net
loss for the year
|
–
|
–
|
–
|
(2,665
|
)
|
(2,665
|
)
|
|||||||||
Balance –
July 31, 2005
|
20,400,000
|
2,040
|
-
|
(5,740
|
)
|
(3,700
|
)
|
|||||||||
June
23, 2006 – issue of common stock for cash at $0.20 per share
|
134,000
|
13
|
26,787
|
-
|
26,800
|
|||||||||||
July
26, 2006 – issue of common stock for cash at $0.20 per share
|
71,000
|
7
|
14,193
|
14,200
|
||||||||||||
July
26, 2006 – issue of common stock for services at $0.20 per share
|
500
|
1
|
99
|
-
|
100
|
|||||||||||
Net
loss for the year
|
–
|
–
|
–
|
(6,201
|
)
|
(6,201
|
)
|
|||||||||
Balance –
July 31, 2006
|
20,605,500
|
2,061
|
41,079
|
(11,941
|
)
|
31,199
|
||||||||||
August
23, 2006 – issue of common stock for cash at $0.20 per share
|
31,250
|
3
|
6,247
|
-
|
6,250
|
|||||||||||
August
23, 2006 – issue of common stock for services at $0.20 per share
|
1,000
|
-
|
200
|
-
|
200
|
|||||||||||
September
01, 2006 – issue of common stock for cash at $0.20 per share
|
2,000
|
-
|
400
|
-
|
400
|
|||||||||||
September
01, 2006 – issue of common stock for services at $0.20 per share
|
500
|
-
|
100
|
-
|
100
|
|||||||||||
Net
loss for the year
|
-
|
-
|
-
|
(42,764
|
)
|
(42,764
|
)
|
|||||||||
Balance –
July 31, 2007
|
20,640,250
|
2,064
|
48,026
|
(54,705
|
)
|
(4,615
|
)
|
|||||||||
Donated
capital
|
—
|
—
|
23,636
|
—
|
23,636
|
|||||||||||
Net
loss for the year
|
–
|
–
|
–
|
(41,392
|
)
|
(41,392
|
)
|
|||||||||
Balance –
July 31, 2008
|
20,640,250
|
2,064
|
71,662
|
(96,097
|
)
|
(22,371
|
)
|
YEAR
|
AMOUNT
|
|||
2025
and prior
|
$
|
3,000
|
||
2026
|
$
|
15,000
|
||
2027
|
15,000
|
*
|
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.
|
ITEM 9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
|
ITEM
9A(T).
|
CONTROLS
AND PROCEDURES.
|
/S/ Thomas
W. Colligan
|
Thomas
W. Colligan
|
Chief
Executive Officer
|
Name
|
Age
|
Positions
Held
|
||
Thomas
W. Colligan
|
36
|
CEO,
CFO
President,Treasurer
and
Secretary since 2007
|
Name
|
Number of
Shares
Beneficially
Owned(1)
|
|
Percent of
Outstanding
Shares(1)
|
||||
Fountainhead
Capital Management Limited
|
16,400,000
|
79.46
|
%
|
||||
Portman
House
Hue
Street
St
Helier
Jersey
JE4 5RP
|
|||||||
|
|||||||
Thomas
Colligan
|
0
|
0.00
|
%
|
||||
5528
Westcott Circle
Frederick,
Maryland
|
|||||||
|
|||||||
Officers
and directors as a group (one person)
|
0
|
0.00
|
%
|
(1) |
For
the purposes of this table, a person is deemed to have “beneficial
ownership” of any shares of capital stock that such person has the right
to acquire within 60 days of July 31, 2008. All percentages for
common stock are calculated based upon a total of 20,640,250 shares
outstanding as of July 31, 2008, plus, in the case of the person
for whom
the calculation is made, that number of shares of common stock that
such
person has the right to acquire within 60 days of July 31,
2008.
|
Exhibit
|
||
Number
|
Description
|
|
23.1.
|
Consent
of Paritz & Co., P.A. regarding audited financial statements for the
period ending July 31, 2008.
|
|
23.2.
|
Consent
of Manning Elliott LLP, Chartered Accountants regarding audited financial
statements for the period ending July 31, 2007.
|
|
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.
|
·
|
Report
of Paritz & Co, P.A., Independent Registered Certified Public
Accounting Firm
|
·
|
Report
of Manning Elliott LLP, Chartered Accountants, Independent Registered
Certified Public Accounting Firm
|
·
|
Balance
Sheets as of July 31, 2008 and 2007
|
·
|
Statements
of Operations for the years ended July 31, 2008 and 2007 and the
period
from October 23, 2003 (inception) to July 31,
2008
|
·
|
Statements
of Changes in Stockholders’ Equity for the years ended July 31, 2008 and
2007 and the period from October 23, 2003 (inception) to July 31,
2008
|
·
|
Statements
of Cash Flows for the years ended July 31, 2008 and 2007 and the
period
from October 23, 2003 (inception) to July 31,
2008
|
·
|
Notes
to Financial Statements
|
Exhibit No.
|
Identification of Exhibit
|
|
23.1.
|
Consent
of Paritz & Co., P.A. regarding audited financial statements for the
period ending July 31, 2008.
|
|
23.2.
|
Consent
of Manning Elliott LLP, Chartered Accountants regarding audited financial
statements for the period ending July 31, 2007.
|
|
31.1.
|
Certification
of the Chief Executive Officer and Chief Financials Officer pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
Blink
Couture, Inc.
|
|
(Registrant)
|
|
By
|
|
/s/
Thomas W. Colligan
|
|
|
|
Thomas
W. Colligan
|
|
President,
Chief Executive Officer , Chief Financial Officer and Principal Accounting
Officer
|
|
Date
|
|
October
21, 2008
|
By
|
|
/s/
Thomas W. Colligan
|
|
|
|
Thomas
W. Colligan
|
|
Sole
Director
|
|
Date
|
|
October
21, 2008
|
/s/
Paritz & Co.
|
Hackensack,
New Jersey
|
October
21, 2008
|
/s/
MANNING ELLIOTT LLP
|
CHARTERED
ACCOUNTANTS
|
Vancouver,
Canada
|
October
21, 2008
|
5. |
I
have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
the equivalent functions):
|
Date:
October 21, 2008
|
/s/
Thomas W. Colligan
|
Thomas
W. Colligan
|
Principal
Executive Officer and Principal Financial
Officer
|
|
Principal
Executive Officer and Principal
Accounting
Officer
|