Delaware
|
98-0568153
|
|
(State
of organization)
|
(I.R.S.
Employer Identification No.)
|
Large
Accelerated
Filer
o
|
Accelerated Filer
o
|
Non-Accelerated
Filer
o
(Do not check if
a
smaller
reporting
company)
|
Smaller
Reporting Company
þ
|
PART
I - FINANCIAL INFORMATION
|
||
ITEM
1.
|
INTERIM
FINANCIAL STATEMENTS
|
3
|
ITEM
2.
|
MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
11
|
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
|
13
|
ITEM
1A.
|
RISK
FACTORS
|
13
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
13
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
13
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
14
|
ITEM
5.
|
OTHER
INFORMATION
|
14
|
ITEM
6.
|
EXHIBITS
|
14
|
SIGNATURES
|
14
|
|
EXHIBIT
31.1
|
||
EXHIBIT
32.1
|
Three Mos.
Ended
April 30,
2009
|
Three Mos.
Ended
April 30,
2008
|
Nine Mos.
Ended
April 30,
2009
|
Nine Mos.
Ended
April 30,
2008
|
Oct. 23, 2003
(Inception)
through
April 30,
2009
|
||||||||||||||||
Revenues
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Operating
Expenses
|
||||||||||||||||||||
Amortization
|
— | 587 | — | 662 | 741 | |||||||||||||||
General
and administrative
|
941 | 3,281 | 2,643 | 7,710 | 25,573 | |||||||||||||||
Management
fees
|
10,000 | 6,500 | 30,000 | 7,700 | 57,500 | |||||||||||||||
Marketing
|
— | — | — | — | 11,192 | |||||||||||||||
Professional
fees
|
2,020 | — | 10,799 | 10,763 | 43,766 | |||||||||||||||
Rent
|
— | — | — | 200 | 767 | |||||||||||||||
Total
Operating Expenses
|
12,961 | 2,344 | 43,442 | 27,035 | 139,539 | |||||||||||||||
Other
Expenses
|
||||||||||||||||||||
Interest
Expense
|
773 | — | 1,794 | — | 1,794 | |||||||||||||||
Total
Other Expenses
|
773 | — | 1,794 | — | 1,794 | |||||||||||||||
Net
Loss
|
(13,734 | ) | (10,368 | ) | (45,236 | ) | (27,035 | ) | (141,333 | ) | ||||||||||
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 | 20,640,000 |
Nine Months
Ended
April 30,
2009
|
Nine Months
Ended
April 30,
2008
|
Oct. 23, 2003
(Inception)
through
April 30,
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
income (loss)
|
$ | (45,236 | ) | $ | (27,035 | ) | $ | (141,332 | ) | |||
Adjustments
to reconcile net loss to net cash provided
|
||||||||||||
(used
in) by operating activities:
|
||||||||||||
Amortization
|
— | 662 | 740 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
(decrease) in prepaid expense
|
— | 1,082 | — | |||||||||
Increase
(decrease) in inventory
|
— | 1,482 | — | |||||||||
Increase
(decrease) in accounts payable
|
1,220 | 6,758 | (1,780 | ) | ||||||||
Increase
(decrease) in accrued liabilities
|
1,794 | (8,475 | ) | 4,794 | ||||||||
Net
cash provided by (used in) operating activities
|
$ | (42,222 | ) | $ | (25,526 | ) | $ | (137,578 | ) | |||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchase
of property and equipment
|
— | — | (741 | ) | ||||||||
Net
cash provided by (used in) investing activities
|
— | — | (741 | ) | ||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Changes
in Notes Payable to Shareholders
|
42,222 | (714 | ) | 64,593 | ||||||||
Common
stock issued for cash
|
— | — | 49,790 | |||||||||
Common
stock issued for services
|
— | — | 300 | |||||||||
Donated
capital
|
— | 23,636 | 23,636 | |||||||||
Net
cash provided by (used in) financing activities
|
42,222 | 22,922 | 138,319 | |||||||||
Net
increase (decrease) in cash
|
— | (2,604 | ) | — | ||||||||
Cash
at beginning of period
|
— | 2,604 | — | |||||||||
Cash
at end of period
|
$ | — | $ | — | $ | — | ||||||
Supplemental
cash flow information:
|
||||||||||||
Cash
paid during period for interest
|
$ | — | $ | — | ||||||||
Cash
paid during period for income taxes
|
$ | — | $ | — |
*
|
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.
|
·
|
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.
|
ITEM 1.
|
LEGAL
PROCEEDINGS
|
ITEM
1A.
|
RISK
FACTORS.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY
SECURITIES
|
ITEM 3.
|
DEFAULTS UPON SENIOR
SECURITIES
|
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
|
ITEM 5.
|
OTHER
INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
Description
|
|
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.
|
BLINK
COUTURE, INC.
|
||
Date:
May 28, 2009
|
By:
|
/s/ Thomas W.
Colligan
|
Thomas
W. Colligan
|
||
Director,
CEO, President and
Treasurer
|
|
1.
|
I
have reviewed this Form 10-Q for the period ended April 30, 2009 of Blink
Couture, Inc.;
|
|
2.
|
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;
|
|
3.
|
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;
|
|
4.
|
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:
|
|
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 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;
|
|
b.
|
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;
|
|
c.
|
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
|
|
d.
|
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
|
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):
|
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 registrant'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.
|
/s/ Thomas W. Colligan
|
Thomas W. Colligan
|
Chief Executive Officer and Chief Financial
Officer
|
/s/ Thomas W. Colligan
|
Thomas W. Colligan
|
Chief Executive Officer and Chief Financial
Officer
|