UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
For
the quarterly period ended January 31, 2010
|
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
File Number: 333-138951
BLINK COUTURE,
INC
.
(Exact
name of registrant as specified in its charter)
Delaware
|
98-0568153
|
(State
of organization)
|
(I.R.S.
Employer Identification No.)
|
c/o Regent Private Capital,
LLC
152
West 57
th
Street,
9
th
Floor
New
York, New York 10019
(Address
of principal executive offices)
(212)
792-5300
(Registrant’s
telephone number, including area code
Not
Applicable
(Former
address if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of
1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
¨
No
¨
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
¨
|
|
Accelerated
Filer
¨
|
|
Non-Accelerated Filer
¨
(Do not check
if a smaller
reporting
company)
|
|
Smaller
Reporting Company
x
|
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
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
The
registrant had 393,169 shares of common stock, par value $0.0001 per share,
outstanding at March 15, 2010.
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
ITEM
1.
|
FINANCIAL
STATEMENTS
|
|
3
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
10
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
12
|
ITEM
4A(T).
|
CONTROLS
AND PROCEDURES
|
|
12
|
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
|
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
|
13
|
ITEM
1A.
|
RISK
FACTORS
|
|
13
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
13
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
|
13
|
ITEM
4.
|
RESERVED
|
|
13
|
ITEM
5.
|
OTHER
INFORMATION
|
|
13
|
ITEM
6.
|
EXHIBITS
|
|
13
|
|
|
|
|
SIGNATURES
|
|
|
14
|
EXHIBIT
10.9
|
|
|
|
EXHIBIT
10.10
|
|
|
|
EXHIBIT
31.1
|
|
|
|
EXHIBIT
32.1
|
|
|
|
PART
I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
BLINK
COUTURE, INC.
BALANCE
SHEETS
|
|
January 31,
|
|
|
July 31,
|
|
(in
US$)
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Prepaid
Expense
|
|
|
–
|
|
|
|
–
|
|
Inventory
|
|
|
–
|
|
|
|
–
|
|
Total
Current Assets
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Property
and Equipment (net)
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$
|
2,039
|
|
|
$
|
1,075
|
|
Accrued
Interest
|
|
|
5,305
|
|
|
|
2,763
|
|
Notes Due to Related
Parties
|
|
|
123,946
|
|
|
|
77,653
|
|
Total
Current Liabilities
|
|
|
131,290
|
|
|
|
81,491
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
131,290
|
|
|
|
81,491
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
Preferred
stock, ($.0001 par value, 20,000,000 shares authorized; none
issued and outstanding)
|
|
|
–
|
|
|
|
–
|
|
Common
stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares
outstanding as of January 31, 2010 and July 31, 2009)
|
|
|
2,064
|
|
|
|
2,064
|
|
Additional
Paid-in Capital
|
|
|
71,662
|
|
|
|
71,662
|
|
Retained Deficit
|
|
|
(205,016
|
)
|
|
|
(155,217
|
)
|
Total
Stockholders Equity
|
|
|
(131,290
|
)
|
|
|
(81,491
|
)
|
Total
Liabilities & Stockholders Equity
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to financial statements
BLINK
COUTURE, INC.
STATEMENTS
OF OPERATIONS
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
October 23, 2003 thru
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31, 2010
|
|
(in
US$)
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Since
Inception
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
741
|
|
General
and Administrative
|
|
|
539
|
|
|
|
663
|
|
|
|
1,637
|
|
|
|
1,702
|
|
|
|
28,050
|
|
Management
Fees
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
87,500
|
|
Marketing
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
11,192
|
|
Professional
Fees
|
|
|
20,720
|
|
|
|
2,075
|
|
|
|
25,620
|
|
|
|
8,779
|
|
|
|
71,461
|
|
Rent
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
767
|
|
Total
Operating Expenses
|
|
|
31,259
|
|
|
|
12,738
|
|
|
|
47,257
|
|
|
|
30,481
|
|
|
|
199,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
1,368
|
|
|
|
561
|
|
|
|
2,542
|
|
|
|
1,020
|
|
|
|
5,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
32,627
|
|
|
|
13,299
|
|
|
|
49,799
|
|
|
|
31,501
|
|
|
|
205,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
(32,627
|
)
|
|
$
|
(13,299
|
)
|
|
$
|
(49,799
|
)
|
|
$
|
(31,501
|
)
|
|
$
|
(205,016
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings/Loss per share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
Weighted
Average Shares
|
|
|
393,169
|
|
|
|
393,169
|
|
|
|
393,169
|
|
|
|
393,169
|
|
|
|
|
|
See
accompanying notes to financial statements
BLINK
COUTURE, INC.
STATEMENTS
OF CASH FLOWS
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
October 23, 2003 thru
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31, 2010
|
|
(in
US$)
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Since
Inception
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Profit (Loss)
|
|
|
(32,627
|
)
|
|
|
(13,299
|
)
|
|
|
(49,799
|
)
|
|
|
(31,501
|
)
|
|
|
(205,016
|
)
|
Amortization
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
741
|
|
Change in Operating Assets and
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in Prepaid expense
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Change
in Inventory
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Change
in Accounts Payable
|
|
|
(2,234
|
)
|
|
|
(1,725
|
)
|
|
|
964
|
|
|
|
1,275
|
|
|
|
2,039
|
|
Change
in Accrued Liabilities
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Change in Accrued Interest
|
|
|
1,368
|
|
|
|
561
|
|
|
|
2,542
|
|
|
|
1,020
|
|
|
|
5,305
|
|
Net
Cash from Operating Activities
|
|
|
(33,493
|
)
|
|
|
(14,463
|
)
|
|
|
(46,293
|
)
|
|
|
(29,206
|
)
|
|
|
(196,931
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of Property &
Equipment
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(741
|
)
|
Net
Cash from Investing Activities
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in Notes Due to Related Parties
|
|
|
33,493
|
|
|
|
14,463
|
|
|
|
46,293
|
|
|
|
29,206
|
|
|
|
123,946
|
|
Common
Stock Issued for Services
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
300
|
|
Donated
Capital
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
23,636
|
|
Proceeds from Common Stock
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
49,790
|
|
Net
Cash from Financing Activities
|
|
|
33,493
|
|
|
|
14,463
|
|
|
|
46,293
|
|
|
|
29,206
|
|
|
|
197,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in Cash
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Beginning of Period
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
End of Period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to financial statements
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
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.
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.
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
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.
H.
RECENTLY ISSUED ACCOUNTING PROUNCEMENTS
FASB
Accounting Standards Codification
(Accounting
Standards Update (“ASU”) 2009-01)
In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online
database. The Codification is effective for interim or annual periods ending
after September 15, 2009, and impacts the Company’s financial statements as
all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content
of the Company’s financial statements or disclosures as a result of implementing
the Codification during the quarter ended October 6, 2009.
As a
result of the Company’s implementation of the Codification during the quarter
ended October 6, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
Subsequent
Events
(Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)
ASC 855
established general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. ASC 855 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. ASC 855
became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through March 9, 2010, the issuance date of the
Company’s financial statements.
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
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 $205,106
during the period of October 23, 2003 (inception) to January 31, 2010. 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.
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
On
December 29, 2009, pursuant to that certain Stock Purchase Agreement (the
“Purchase Agreement”) between Fountainhead Capital Management Limited
(“Fountainhead”) and Regent Private Capital, LLC (“Regent”), Fountainhead sold
an aggregate of 312,383 shares (the “Fountainhead Shares”) of common stock, par
value $0.0001 of the Registrant (the “Common Stock”) to Regent in consideration
for (i) Regent’s payment of $200,000 and (ii) Regent’s assignment to
Fountainhead of all of Regent’s right, title and interest in a certain third
party promissory note in the principal amount of $150,000. The
Fountainhead Shares represent approximately 79.45% of the issued and outstanding
shares of Common Stock of the Registrant. Additionally, and also included in the
consideration paid by Regent, Fountainhead assigned to Regent all of
Fountainhead’s right, title and interest in a certain promissory note of the
Registrant having an outstanding principal balance of $90,453, along with
accrued interest in the amount of $3,937.
On
January 1, 2010, Regent amended and extended the promissory note in the amount
of $90,453 bearing simple interest at 6% per annum to be due and payable on
January 30, 2011 (the “Note”). Effective as of January 31, 2010, the parties
further amended the Note increasing the principal balance to $123,946
representing amounts advanced to the Company during the period from November 1,
2009 through January 31, 2010. At January 31, 2010, the Company had loans and
notes outstanding from a shareholder in the aggregate amount of $123,946, which
represents amounts loaned to the Company to pay the Company’s expenses of
operation.
Effective
as of January 1, 2010, the Company entered into a Services Agreement
with Regent Private Capital, LLC (“Regent”). The term of the Services
Agreement is one year and the Company is obligated to pay Regent a quarterly fee
in the amount of $10,000, in cash or in kind, on the first day of each calendar
quarter commencing January 1, 2010. During the fiscal quarter ended January
31, 2010, the Company paid a total of $10,000 in fees to
Regent.
BLINK
COUTURE, INC.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
NOTE
6. INCOME TAXES
The
Company recognizes deferred income tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to
reverse.
The Company has not incurred any income tax liabilities since its inception due
to operating losses of approximately $205,016. The expected income tax benefit
for the net operating loss carryforwards is approximately $57,000. The
difference between the expected income tax benefit and non-recognition of an
income tax benefit in each period is the result of a valuation allowance applied
to deferred tax assets.
This
results in a net deferred tax asset, assuming an effective tax rate of 28% or
approximately $57,000 at January 31, 2010. A valuation allowance in the same
amount has been provided to reduce the deferred tax asset, as realization of the
asset is not assured.
NOTE
7. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of
capital stock as of January 31, 2010:
|
*
|
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; 393,169 shares issued and
outstanding.
|
NOTE
8. REVERSE SPLIT
On
November 23, 2009, the Company completed a one for fifty-two and one-half shares
reverse split. All per share data in this report reflect the impact of this
reverse split.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
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 (within the
meaning of the Private Securities Litigation Reform Act of 1995) relating to
Blink Couture, Inc. (“we,” “us,” “our” or the “Company”) 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 (“SEC”) regulations which affect trading in the
securities of “penny stocks,”; and other risks and uncertainties. Although
the Company believes its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance the forward-looking statements included in this
quarterly report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.
Description
of the Business
The
Company was incorporated in the State of Delaware on October 23, 2003, under the
name Fashionfreakz International Inc. On December 2, 2005, the Company 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 is currently considered to be a “blank check” company. The SEC defines
those companies as “any development stage company that is issuing a penny stock,
within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”),
and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.” Many states have enacted
statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. The Company is also a “shell
company,” defined in Rule 12b-2 under the Exchange Act as a company with no or
nominal assets (other than cash) and no or nominal operations.
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
stockholders.
Results
of Operations
The
Company has not conducted any active operations since March 4, 2008, except for
its efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from October 23, 2003 (Inception) to January 31, 2010.
It is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management’s assertion that these circumstances may hinder the
Company’s ability to continue as a going concern. The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.
Three
Months ended January 31, 2010 Compared to Three Months ended January 31,
2010.
For the
three months ended January 31, 2010, the Company had a net loss of $32,627
compared to a net loss of $13,299 for the three months ended January 31, 2009.
This increase in net loss of $19,328 (145%) between the comparable periods was
primarily attributable to an increase in legal fees and other professional fees
and expenses from $2,075 for the three months ended January 2009 to $20,720 for
the three months ended January 31, 2010. The increase in legal fees and other
professional fees and expenses for the three months ended January 31, 2010, was
incurred in connection with certain transactions resulting in a change of
control of the Company effective as of December 29, 2009.
Six
Months ended January 31, 2010 Compared to Six Months ended January 31,
2010.
For the
six months ended January 31, 2010, the Company had a net loss of $49,799
compared to a net loss of $31,501 for the six months ended January 31, 2009.
This increase in net loss of $18,298 (58%) between the comparable periods was
primarily attributable to an increase in legal fees and other professional fees
and expenses from $8,779 for the six months ended January 2009 to $25,620 for
the six months ended January 31, 2010. The increase in legal fees and other
professional fees and expenses for the six months ended January 31, 2010, was
incurred in connection with certain transactions resulting in a change of
control of the Company effective as of December 29, 2009.
Liquidity
and Capital Resources
We had no
cash on hand at January 31, 2010 and had no other assets to meet ongoing
expenses or debts that may accumulate. Since inception, we have accumulated a
deficit of $205,016. As of January 31, 2010 we had total liabilities of
$131,290.
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 Exchange Act, which
should not exceed $50,000 in the fiscal year ending July 31, 2010. 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 stockholders will lend funds to us as needed
for operations prior to completion of an acquisition. Management and the
stockholders 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 stockholders
and management members who advance funds 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 stockholders 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 stockholders refuse to advance needed funds, however, we
would be forced to turn to outside parties to either lend funds to us or buy our
securities. There is no assurance whatsoever that we will be able to raise
necessary funds, when needed, 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
may also result in suspension of trading or quotation of 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.
|
It is our
intention to seek reimbursement from potential acquisition candidates for
professional fees and travel, lodging and other due diligence expenses incurred
by our management, in connection with our investigation, negotiation and
consummation of a business combination with such acquisition candidates. There
is no assurance that any potential candidate will agree to reimburse us for such
costs.
Going
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, 2009, relative to our ability to continue as a going concern. We had
a working capital deficit of $131,290 at January 31, 2010; we had an
accumulated deficit of $205,016 incurred through January 31, 2010; and recorded
a losses of $32,627 for the three months ended January 31, 2010 and $49,799 for
the six months ended January 31, 2010, respectively. The going concern opinion
issued by our auditors means that there is substantial doubt that we can
continue as an ongoing business for the twelve month period ending July 31, 2010
and thereafter. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue our
business.
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.
Contractual
Obligations
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
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 January 31, 2010. 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 January 31, 2010, that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
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
1A. RISK FACTORS
As a
“smaller reporting company” as defined by Item 10 of
Regulation S-K, the Company is not required to provide information required by
this Item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. RESERVED
Amendment to Loan Agreement
and Promissory Note
On March
15, 2010, we executed a Fourth Amendment and Restatement of Loan Agreement and
Promissory Note (the “Amendment and Note Restatement”) with Regent Private
Capital, LLC, the Registrant’s principal stockholder (“Regent”). The Amendment
and Note Restatement amended and restated that certain Loan Agreement and
Promissory Note with Fountainhead Capital Management Limited (“Fountainhead”),
dated as of January 31, 2009 (the “Original Note”), included as Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31,
2009 (filed with the Securities and Exchange Commission (“SEC”) on March 9,
2009), along with three subsequent amendments to the Original Note. All right,
title and interest to the Original Note and such amendments were assigned to
Regent, pursuant to the Assignment of Promissory Note of Blink Couture, Inc.,
dated as of December 29, 2009, included as Exhibit 10.7 to the Registrant’s
Current Report on Form 8-K (filed with the SEC on January 4, 2010). The
Amendment and Note Restatement, among other things, extends the maturity date of
the Original Note through and until January 31, 2011, and provides for an
increase in the outstanding principal, as a result of advances made to the
Registrant, in the aggregate amount of $33,493, to pay operating expenses from
November 1, 2009, through and until January 31, 2010, increasing the outstanding
principal amount to $123,946.
The
foregoing description of the Amendment and Note Restatement is only a summary
and is qualified in its entirety by reference to the Fourth Amendment and
Restatement of Loan Agreement and Promissory Note, a copy of which is attached
as an exhibit to this Quarterly Report on Form 10-Q.
Services
Agreement
The
Registrant entered into a Services Agreement with Regent, effective as of
January 1, 2010, pursuant to which Regent has agreed to provide the Registrant
with certain corporate and management advisory services. The
Registrant has agreed to pay Regent a quarterly fee of $10,000, in cash or in
kind, on the first day of each calendar quarter in consideration for Regent’s
services. To date, the Registrant has paid Regent $10,000 under the
terms of the Services Agreement.
The
foregoing description of the Services Agreement is only a summary and is
qualified in its entirety by reference to the Services Agreement, a copy of
which is attached as an exhibit to this Quarterly Report on Form
10-Q.
ITEM
6. EXHIBITS
Exhibit
No.
|
|
Description
|
|
|
|
10.9
|
|
Fourth
Amendment and Restatement of Loan Agreement and Promissory Note, dated as
of March 15, 2010.
|
|
|
|
10.10
|
|
Services
Agreement between Blink Couture, Inc. and Regent Private Capital, LLC,
dated as of January 1, 2010.
|
|
|
|
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.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
|
|
|
BLINK
COUTURE, INC.
|
|
|
|
Date:
March 16, 2010
|
By:
|
/s/ Lawrence
D. Field
|
|
Lawrence
D. Field
|
|
President,
Chief Executive Officer, Chief Financial
Officer
and Secretary
(Principal
Executive Officer and Principal
Financial
Officer)
|
FOURTH AMENDMENT AND
RESTATEMENT OF LOAN AGREEMENT AND PROMISSORY NOTE
THIS FOURTH AMENDMENT AND RESTATEMENT
OF LOAN AGREEMENT AND PROMISSORY NOTE (“Amendment and Note Restatement”) by and
between BLINK COUTURE, INC., a Delaware corporation (the "Maker") and REGENT
PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the "Payee") is
dated as of March 15, 2010. Each of the Maker and the Payee are
referred to herein as a “Party”, and collectively as the “Parties.”
WHEREAS
, on January 31, 2009,
the Maker entered into a Loan Agreement and Promissory Note (the “Original
Note”) with Fountainhead Capital Management Limited (“Fountainhead”), which Note
was amended by a First Amendment to Loan Agreement and Promissory Note, dated as
of April 30, 2009, and subsequently amended by a Second Amendment to Loan
Agreement and Promissory Note, dated as of July 31, 2010, and then further
amended by a Third Amendment to Loan Agreement and Promissory Note, dated as of
October 31, 2009, in each case increasing the principal amount of the Original
Note (collectively referred to hereafter as the “Note Amendments” and the
Original Note and the Note Amendments, as amended and restated by this Amendment
and Note Restatement, hereinafter being referred to as the
“Note”); and
WHEREAS
, on December 29, 2009,
in connection with certain transactions, Fountainhead assigned all of its right,
title and interest in and to the Original Note, along with the Note Amendments
including, without limitation, the payment of all amounts due and payable
thereunder, to the Payee; and
WHEREAS
, pursuant to the
provisions of the Original Note and the Note Amendments, all outstanding
principal and accrued interest thereon became due and payable on or before
January 31, 2010; and
WHEREAS
, the Maker did not
repay all of the outstanding principal and accrued interest on or before January
31, 2010; and
WHEREAS
, the Payee has not
elected to declare the Maker in default under the terms of the Original Note and
the Note Amendments, as permitted pursuant to Paragraph 5 of the Original Note,
but instead has agreed to this Amendment and Note Restatement extending the
maturity date of the Note, upon the terms and conditions provided herein;
and
WHEREAS
, the Maker has agreed
to this Amendment and Note Restatement, upon the terms and conditions provided
herein;
NOW THEREFORE
, in
consideration of the premises, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
hereby agree as follows:
1.
Extension
of Maturity Date
. Effective as of January 31, 2010, the
maturity date of the Original Note, which was January 31, 2010, shall be
extended through and until January 31, 2011, upon which date the Maker
unconditionally promises to pay to the order of the Payee, the principal sum
then outstanding under this Note together with accrued interest
thereon.
2.
Additional
Advances
.
The Parties
hereby agree that during the period from November 1, 2009 through January 31,
2010, Fountainhead and the Payee have made additional advances to the Maker, in
the aggregate amount of $33,493, in payment of the Maker’s operating expenses
during that period, so that effective as of January 31, 2010, the total
outstanding principal amount due and payable pursuant to this Note was
$123,946.
3.
Interest
. Unpaid
principal of this Note shall bear interest (computed on the basis of a year of
365 days of actual days elapsed) of 6% per annum in cash or kind, from the date
hereof until such principal is paid.
4.
Prepayment
. The
Maker shall have the option to prepay any or all of the principal amount due
hereunder, without penalty, at any time, together with interest accrued
thereon to the date of such prepayment.
5.
Place of
Payment
. All amounts payable hereunder shall be payable at the
address of the Payee at 5727 S. Lewis Avenue, Suite 210 Tulsa, OK 74105, unless
another place of payment shall be specified in writing by the
Payee.
6.
Event of
Default
. It shall be an event of default (“
Event of Default
”), and the
then unpaid portion of this Note shall become immediately due and payable, at
the election of Payee, upon the occurrence of any of the following
events:
(a) any
failure on the part of Maker to make any payment hereunder when due, whether by
acceleration or otherwise;
(b) Maker
shall commence (or take any action for the purpose of commencing) any proceeding
under any bankruptcy, reorganization, arrangement, readjustment of debt,
moratorium or similar law or statute; or
(c) a
proceeding shall be commenced against Maker under any bankruptcy,
reorganization, arrangement, readjustment of debt, moratorium or similar law or
statute and relief is ordered against Maker, or the proceeding is controverted
but is not dismissed within sixty (60) days after the commencement
thereof.
7.
No
Waiver; Remedies
.
No failure on the
part of the Payee or any other holder of this Note to exercise and no delay in
exercising any right, remedy or power hereunder or under any other document or
agreement executed in connection herewith shall operate as a waiver thereof, nor
shall any single or partial exercise by the Payee or any other holder of this
Note of any right, remedy or power hereunder preclude any other or future
exercise of any other right, remedy or power.
8.
Enforceability
.
This Note shall
be binding upon the Maker and the Maker’s successors and assigns.
9.
Governing
Law
.
This Note shall
be governed by and construed in accordance with the laws of the State of
Delaware, excluding the conflicts of laws principles thereof.
10.
Severability
.
In the
event that any one or more of the provisions of this Note shall for any reason
be held to be invalid, illegal or unenforceable, in whole or in part, or in any
respect, or in the event that any one or more of the provisions of this Note
shall operate, or would prospectively operate, to invalidate this Note, then,
and in any such event, such provision or provisions only shall be deemed null
and void and of no force or effect and shall not affect any other provision of
this Note, and the remaining provisions of this Note shall remain operative and
in full force and effect, shall be valid, legal and enforceable, and shall in no
way be affected, prejudiced or disturbed thereby.
11.
Usury
. All
agreements between the Maker and the Payee, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever, whether by acceleration of the maturity of this
Note or otherwise, shall the amount paid, or agreed to be paid, to the Maker, or
any other holder of this Note, for the use, forbearance or detention of the
money to be loaned hereunder or otherwise, exceed the maximum amount permissible
under applicable law.
12.
Assignment
.
Subject to
applicable federal and state securities laws, the Payee may assign this Note
without first obtaining the consent of the Maker.
13.
Certain
Waivers
.
EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE MAKER, AND ALL OTHERS THAT MAY
BECOME LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS EVIDENCED BY THIS NOTE,
HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST AND ALL OTHER
DEMANDS AND NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE OR
ENFORCEMENT OF THIS NOTE, AND DOES HEREBY CONSENT TO ANY NUMBER OF RENEWALS OR
EXTENSIONS OF THE TIME OF PAYMENT HEREOF AND AGREE THAT ANY SUCH RENEWALS OR
EXTENSIONS MAY BE MADE WITHOUT NOTICE TO ANY SUCH PERSONS AND WITHOUT AFFECTING
THEIR LIABILITY HEREIN AND DO FURTHER CONSENT TO THE RELEASE OF ANY PERSON
LIABLE WITH RESPECT TO FAILURE TO GIVE SUCH NOTICE, (ALL WITHOUT AFFECTING THE
LIABILITY OF THE OTHER PERSONS, FIRMS, OR CORPORATIONS LIABLE FOR THE PAYMENT OF
THIS NOTE).
14.
Waiver of
Jury Trial
.
TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE MAKER HEREBY KNOWINGLY AND VOLUNTARILY
WAIVES TRIAL BY JURY AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING OF ANY
KIND ARISING UNDER OR OUT OF OR OTHERWISE RELATED TO OR CONNECTED WITH THIS NOTE
OR ANY RELATED DOCUMENT.
15.
Miscellaneous
.
If any payment of
principal or interest on this Note shall become due on a Saturday, Sunday, or a
public holiday under the laws of the State of Delaware, such payment shall be
made on the next succeeding business day and such extension of time shall be
included in computing interest in connection with such payment. Upon
payment in full of all aggregate unpaid principal and interest payable
hereunder, this Note shall be surrendered to the Maker for
cancellation.
16.
Fees and
Expenses
.
The
Maker shall reimburse the Payee for all fees in connection with the
documentation and administration of this Note upon an invoice being provided by
the Payee.
17.
Entire
Agreement
.
This Amendment
and Note Restatement shall set forth the entire agreement of the Parties with
respect to the subject matter contained herein and shall replace all prior
agreements and understandings relating to the subject matter contained herein,
whether oral or written, including without limitation the Original Note and the
Note Amendments.
IN
WITNESS WHEREOF, the Maker has caused this Fourth Amendment and Restatement of
Loan and Promissory Note to be duly executed and delivered as of the day and
year first written above.
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BLINK COUTURE,
INC.
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By:
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/s/
Lawrence
Field
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Name:
Lawrence Field
Title:
President & CEO
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REGENT PRIVATE CAPITAL,
LLC
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By:
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/s/
Anurag
Agarwal
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Name: Anurag
Agarwal
Title:
Managing Director
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SERVICES
AGREEMENT
THIS SERVICES AGREEMENT (this “
Agreement
”) is made
as of January 1, 2010, by and between BLINK COUTURE, INC., a Delaware
corporation (the “
Company
”) and REGENT
PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (“
Regent
”) (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 company (as such term is defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended) with limited resources to pursue
its business plan and maintain its status as a publicly-reporting company;
and
WHEREAS,
Regent 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; and
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; and
WHEREAS,
to facilitate pursuing the Company’s operation and pursuit of the goals stated
in its business plan, the Company desires to engage Regent 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 Regent shall provide, pursuant to the terms and conditions of
this Agreement, shall include the following:
(a)
Regent 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, Regent will provide strategic advisory
services relative to the achievement of the Company’s business
plan;
(c)
Regent will undertake to identify potential merger and acquisition targets for
the Company and assist in the analysis of proposed transactions;
(d)
Regent 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)
Regent will assist in the identification of potential investors which might have
an interest in evaluating participation in financing transactions with the
Company;
(f)
Regent will assist the Company in the negotiation of merger, acquisition and
corporate finance transactions;
(g) At
the request of the Company’s management, Regent 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, Regent will assist the Company in
satisfying various corporate compliance matters.
Regent is
not a licensed broker-dealer. Under no circumstances will Regent engage in any
activities which would require licensure as a broker-dealer.
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 Regent providing the services set forth in
Section 1
above, the
Company will pay to Regent a quarterly fee in the amount of $10,000, payable in
cash or, at the option of Regent, in kind, on the first day of each calendar
quarter commencing on January 1, 2010.
4.
Notices
. Any
notices required or permitted to be given under the terms of this Agreement must
be sent by certified or registered mail (return receipt requested) or delivered
personally or by courier (including a recognized overnight delivery service) and
will be effective five days after being placed in the mail, if mailed by regular
United States mail, or upon receipt, if delivered personally, or by courier
(including a recognized overnight delivery service), in each case addressed to a
Party. The addresses for such communications are:
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If to the
Company:
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Blink
Couture, Inc.
c/o
Regent Private Capital, LLC
152
West 57
th
Street, 9
th
Floor
New
York, NY 10019
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If to
Regent:
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Regent
Private Capital, LLC
5727
S. Lewis Avenue
Tulsa,
Oklahoma 74105
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In each case with a copy (which shall not
constitute notice) to:
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Feldman
LLP
420
Lexington Avenue, Suite 2620
New
York, NY 10170
Facsimile:
(212) 997-4242
Telephone:
(212) 869-7000
Attn:
Scott M. Miller, Esq.
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5.
Entire Agreement;
Amendments
. This Agreement constitutes the entire agreement among the
Parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof. No provision of this Agreement may be waived or amended other than
by an instrument in writing signed by the Parties.
6.
Successors and Assigns;
Assignment
.
Subject to the terms of this Agreement, this Agreement is binding upon and
inures to the benefit of the Parties and their successors and permitted
assigns. Neither Party may assign this Agreement or any of its rights
or obligations hereunder without the prior written consent of the other Party,
and any such purported assignment without the prior written consent of such
other Party shall be void
ab
initio
.
7.
W
aiver
. It is agreed
that a waiver by either Party of a breach of any provision of this Agreement
shall not operate, or be construed, as a waiver of any subsequent breach by that
same Party.
8.
Governing Law
.
This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
excluding the conflicts of laws principles thereof.
9.
Severability
. In
the event that any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, in whole or in part, or
in any respect, or in the event that any one or more of the provisions of this
Agreement shall operate, or would prospectively operate, to invalidate this
Agreement, then, and in any such event, such provision or provisions only shall
be deemed null and void and of no force or effect and shall not affect any other
provision of this Agreement, and the remaining provisions of this Agreement
shall remain operative and in full force and effect, shall be valid, legal and
enforceable, and shall in no way be affected, prejudiced or disturbed
thereby.
10.
Counterparts; Signatures by
Facsimile
. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each Party and delivered to the other Party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format or
other electronic data file, such signature shall create a valid and binding
obligation of the Party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile, “.pdf” or other
electronic data file signature page were an original thereof.
12.
Remedies
. Regent
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.
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BLINK COUTURE,
INC.
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By:
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/s/
Lawrence
Field
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Name:
Lawrence Field
Title:
President & CEO
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REGENT PRIVATE CAPITAL,
LLC
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By:
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/s/
Anurag
Agarwal
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Name: Anurag
Agarwal
Title:
Managing Director
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