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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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Accelerated Filer
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Non-Accelerated Filer
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(Do not check if a smaller
reporting company)
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Smaller Reporting Company
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ITEM 1.
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FINANCIAL STATEMENTS
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3 | |||
ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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11 | |||
ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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14 | |||
ITEM 4.
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CONTROLS AND PROCEDURES
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14 | |||
PART II - OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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15 | |||
ITEM 1A.
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RISK FACTORS
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15 | |||
ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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15 | |||
ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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15 | |||
ITEM 4.
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REMOVED AND RESERVED
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15 | |||
ITEM 5.
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OTHER INFORMATION
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15 | |||
ITEM 6.
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EXHIBITS
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SIGNATURES
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EXHIBIT 10.18
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EXHIBIT 31.1
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EXHIBIT 32.1
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October 31,
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July 31,
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(in US$)
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2011
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2011
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(Unaudited)
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(Audited)
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Current Assets
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Cash
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$ | - | $ | - | ||||
Prepaid Expense
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12,500 | – | ||||||
Inventory
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– | – | ||||||
Total Current Assets
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12,500 | – | ||||||
Property and Equipment (net)
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– | – | ||||||
TOTAL ASSETS
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$ | 12,500 | $ | - | ||||
Current Liabilities
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||||||||
Accounts Payable
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$ | 315 | $ | 3,415 | ||||
Accrued Interest
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23,740 | 20,313 | ||||||
Notes Due to Related Parties
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258,773 | 226,973 | ||||||
Total Current Liabilities
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282,828 | 250,701 | ||||||
Total Liabilities
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282,828 | 250,701 | ||||||
Stockholders Equity
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Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)
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– | – | ||||||
Common stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares outstanding as of October 31, 2011 and July 31, 2011)
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39 | 39 | ||||||
Additional Paid-in Capital
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73,687 | 73,687 | ||||||
Retained Deficit
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(344,054 | ) | (324,427 | ) | ||||
Total Stockholders Equity
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(270,328 | ) | (250,701 | ) | ||||
Total Liabilities & Stockholders Equity
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$ | 12,500 | $ | - |
October 23, 2003 thru
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Three Months Ended October 31,
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October 31, 2011
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(in US$)
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2011
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2010
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Since Inception
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Revenues
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$ | - | $ | - | $ | - | ||||||
Operating Expenses
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Amortization
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– | – | 741 | |||||||||
General and Administrative
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200 | 1,149 | 34,518 | |||||||||
Management Fees
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10,000 | 10,000 | 157,500 | |||||||||
Marketing
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– | – | 11,192 | |||||||||
Professional Fees
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6,000 | 6,000 | 115,596 | |||||||||
Rent
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– | – | 767 | |||||||||
Total Operating Expenses
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16,200 | 17,149 | 320,314 | |||||||||
Other Expenses
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Interest Expense
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3,427 | 2,352 | 23,740 | |||||||||
Total Expenses
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19,627 | 19,501 | 344,054 | |||||||||
Net Income
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$ | (19,627 | ) | $ | (19,501 | ) | $ | (344,054 | ) | |||
Basic Earnings/Loss per share
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$ | (0.05 | ) | $ | (0.05 | ) | ||||||
Weighted Average Shares
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393,169 | 393,169 |
October 23, 2003 thru
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Three Months Ended October 31,
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October 31, 2011
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(in US$)
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2011
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2010
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Since Inception
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Operating Activities
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Net Profit (Loss)
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(19,627 | ) | (19,501 | ) | (344,054 | ) | ||||||
Amortization
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– | – | 741 | |||||||||
Change in Operating Assets and Liabilities:
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Change in Prepaid expense
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(12,500 | ) | – | (12,500 | ) | |||||||
Change in Inventory
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– | – | – | |||||||||
Change in Accounts Payable
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(3,100 | ) | 350 | 315 | ||||||||
Change in Accrued Liabilities
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– | – | – | |||||||||
Change in Accrued Interest
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3,427 | 2,352 | 23,740 | |||||||||
Net Cash from Operating Activities
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(31,800 | ) | (16,799 | ) | (331,758 | ) | ||||||
Investing Activities
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Purchase of Property & Equipment
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– | – | (741 | ) | ||||||||
Net Cash from Investing Activities
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– | – | (741 | ) | ||||||||
Financing Activities
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Changes in Notes Due to Related Parties
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31,800 | 16,799 | 258,773 | |||||||||
Common Stock Issued for Services
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– | – | 300 | |||||||||
Donated Capital
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– | – | 23,636 | |||||||||
Proceeds from Common Stock
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– | – | 49,790 | |||||||||
Net Cash from Financing Activities
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31,800 | 16,799 | 332,499 | |||||||||
Net (decrease) increase in Cash
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– | – | – | |||||||||
Cash Beginning of Period
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– | – | – | |||||||||
Cash End of Period
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$ | - | $ | - | $ | - |
(i)
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filing Exchange Act reports, and
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(ii)
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investigating, analyzing and consummating an acquisition.
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●
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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;
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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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Exhibit No.
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Description
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Supplement No. 3 to Fifth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of October 31, 2011.
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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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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. | |||
Date: December 12, 2011
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By:
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/s/ Lawrence D. Field | |
Lawrence D. Field | |||
President, Chief Executive Officer, Chief Financial Officer and Secretary
(Principal Executive Officer and Principal Financial Officer)
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BLINK COUTURE, INC. | |||
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By:
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/s/ Lawrence Field | |
Name: Lawrence Field | |||
Title: President & CEO | |||
REGENT PRIVATE CAPITAL, LLC | |||
By: | /s/ Cindy S. Field | ||
Name: Cindy S. Field | |||
Title: Secretary |
1.
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I have reviewed this Quarterly Report on Form 10-Q 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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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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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The registrant’s other certifying officer(s) and I have disclosed, based on our 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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Date: December 12, 2011
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/s/ Lawrence D. Field
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Lawrence D. Field
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Principal Executive Officer and Principal Financial Officer
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1)
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The Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: December 12, 2011
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/s/ Lawrence D. Field
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Lawrence D. Field
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Principal Executive Officer and Principal Financial Officer
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