Delaware
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98-0568153
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(State
of organization)
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(I.R.S.
Employer Identification
No.)
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Large Accelerated Filer
o
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a smaller
reporting company)
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Smaller Reporting Company
þ
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PART
I - FINANCIAL INFORMATION
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ITEM
1.
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INTERIM
FINANCIAL STATEMENTS
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3
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ITEM
2.
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MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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11
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ITEM
3.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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15
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ITEM
4A(T).
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CONTROLS
AND PROCEDURES
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15
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PART
II - OTHER INFORMATION
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ITEM
1.
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LEGAL
PROCEEDINGS
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16
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ITEM
1A.
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RISK
FACTORS
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16
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ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES
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16
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ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
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16
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ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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16
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ITEM
5.
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OTHER
INFORMATION
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16
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ITEM
6.
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EXHIBITS
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16
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SIGNATURES
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17
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EXHIBIT 10.1 | ||||
EXHIBIT
31.1
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EXHIBIT
32.1
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Three Mos.
Ended
January 31,
2009
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Three Mos.
Ended
January 31,
2008
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Six Mos.
Ended
January 31,
2009
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Six Mos.
Ended
January 31,
2008
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Oct. 23, 2003
(Inception)
through
January 31,
2009
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||||||||||||||||
Revenues
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$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Operating
Expenses
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||||||||||||||||||||
Amortization
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— | 38 | — | 75 | 741 | |||||||||||||||
General
and administrative
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663 | 649 | 1,702 | 4,429 | 24,632 | |||||||||||||||
Management
fees
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10,000 | 600 | 20,000 | 1,200 | 47,500 | |||||||||||||||
Marketing
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— | — | — | — | 11,192 | |||||||||||||||
Professional
fees
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2,075 | 757 | 8,779 | 10,763 | 41,746 | |||||||||||||||
Rent
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— | — | — | 200 | 767 | |||||||||||||||
Total
Operating Expenses
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12,738 | 2,344 | 30,481 | 16,667 | 126,578 | |||||||||||||||
Other
Expenses
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||||||||||||||||||||
Interest
Expense
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561 | — | 1,021 | — | 1,021 | |||||||||||||||
Total
Other Expenses
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561 | — | 1,021 | — | 1,021 | |||||||||||||||
Net
Loss
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(13,299 | ) | (2,344 | ) | (31,502 | ) | (16,667 | ) | (127,599 | ) | ||||||||||
Basic
earnings (loss) per share—Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted
average number of common shares outstanding
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20,640,250 | 20,640,250 | 20,640,250 | 20,640,000 |
Six Months
Ended
January 31,
2009
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Six Months
Ended
January 31,
2008
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Oct. 23, 2003
(Inception)
through
January 31,
2009
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CASH FLOWS FROM OPERATING
ACTIVITIES
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Net
income (loss)
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$ | (31,502 | ) | $ | (16,667 | ) | $ | (127,598 | ) | |||
Adjustments
to reconcile net loss to net cash provided (used in) by operating
activities:
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Amortization
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— | 75 | 740 | |||||||||
Changes
in operating assets and liabilities:
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||||||||||||
Increase
(decrease) in prepaid expense
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— | 1,082 | — | |||||||||
Increase
(decrease) in inventory
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— | — | — | |||||||||
Increase
(decrease) in accounts payable
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1,275 | 10,456 | (1,725 | ) | ||||||||
Increase
(decrease) in accrued liabilities
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1,021 | — | 4,021 | |||||||||
Net
cash provided by (used in) operating activities
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$ | (29,206 | ) | $ | (5,054 | ) | $ | (124,562 | ) | |||
CASH FLOWS FROM INVESTING
ACTIVITIES
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||||||||||||
Purchase
of property and equipment
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— | — | (741 | ) | ||||||||
Net
cash provided by (used in) investing activities
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— | — | (741 | ) | ||||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
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||||||||||||
Changes
in Notes Payable to Shareholders
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29,206 | 3,017 | 51,577 | |||||||||
Common
stock issued for cash
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— | — | 49,790 | |||||||||
Common
stock issued for services
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— | — | 300 | |||||||||
Donated
capital
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— | 1,200 | 23,636 | |||||||||
Net
cash provided by (used in) financing activities
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29,206 | 4,217 | 125,303 | |||||||||
Net
increase (decrease) in cash
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— | (837 | ) | — | ||||||||
Cash
at beginning of period
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— | 2,604 | — | |||||||||
Cash
at end of period
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$ | — | $ | 1,767 | $ | — | ||||||
Supplemental
cash flow information:
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||||||||||||
Cash
paid during period for interest
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$ | — | $ | — | ||||||||
Cash
paid during period for income taxes
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$ | — | $ | — |
·
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failure to make timely filings
with the SEC as required by the Exchange Act, which also probably would
result in suspension of trading or quotation in our stock and could result
in fines and penalties to us under the Exchange
Act;
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·
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curtailing or eliminating our
ability to locate and perform suitable investigations of potential
acquisitions; or
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·
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inability to complete a desirable
acquisition due to lack of funds to pay legal and accounting fees and
acquisition-related
expenses.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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ITEM 1.
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LEGAL
PROCEEDINGS
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ITEM 2.
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UNREGISTERED SALES OF EQUITY
SECURITIES
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ITEM 3.
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DEFAULTS UPON SENIOR
SECURITIES
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
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ITEM 5.
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OTHER
INFORMATION
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ITEM 6.
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EXHIBITS
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Exhibit No.
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Description
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10.1
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Promissory
Note with Fountainhead Capital Management Limited dated January 31,
2009
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31.1
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Certification
of Principal Executive Officer and Principal Financial Officer filed
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
of Principal Executive Officer and Principal Financial Officer furnished
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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BLINK
COUTURE, INC.
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Date:
March 6, 2009
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By:
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/s/ Thomas
W. Colligan
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Thomas
W. Colligan
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Director,
CEO, President and
Treasurer
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Exhibit No.
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Description
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10.1
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Promissory
Note with Fountainhead Capital Management Limited dated January 31,
2009
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31.1
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Certification
of Principal Executive Officer and Principal Financial Officer filed
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
of Principal Executive Officer and Principal Financial Officer furnished
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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BLINK
COUTURE, INC.
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By:
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/s/
Thomas W.
Colligan
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Thomas
W. Colligan
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President
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1.
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I
have reviewed this Form 10-Q for the period ended January 31, 2009 of
Blink Couture, Inc.;
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2.
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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;
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3.
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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
registrant as of, and for, the periods presented in this
report;
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4.
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I
am the registrant's principal executive officer and principal financial
officer and I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
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a.
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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 registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b.
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c.
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Evaluated
the effectiveness of the registrant'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
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d.
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Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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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):
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a.
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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 registrant's ability to record,
process, summarize and report financial information;
and
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b.
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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.
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/s/
Thomas W.
Colligan
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Thomas W. Colligan
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Chief Execut
ive Officer and Chief Financial
Officer
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Thomas W. Colligan
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