Delaware
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98-0568153
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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c/o Regent Private Capital, LLC
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5727 South Lewis Avenue
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Tulsa, Oklahoma
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74105
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer | o | Accelerated Filer | o |
Non-Accelerated Filer | o | Smaller Reporting Company | þ |
(Do not check if a smaller reporting company) |
PART I
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||||
ITEM 1.
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BUSINESS
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4 | ||
ITEM 1A.
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RISK FACTORS
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10 | ||
ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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10 | ||
ITEM 2.
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PROPERTIES
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10 | ||
ITEM 3.
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LEGAL PROCEEDINGS
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10 | ||
ITEM 4.
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MINE SAFETY DISCLOSURES
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10 | ||
PART II
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||||
ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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11 | ||
ITEM 6.
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SELECTED FINANCIAL DATA
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12 | ||
ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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12 | ||
ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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15 | ||
ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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15 | ||
ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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25 | ||
ITEM 9A
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CONTROLS AND PROCEDURES
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25 | ||
ITEM 9B.
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OTHER INFORMATION
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26 | ||
PART III
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||||
ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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27 | ||
ITEM 11.
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EXECUTIVE COMPENSATION
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28 | ||
ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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29 | ||
ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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29 | ||
ITEM 14
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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30 | ||
PART IV | ||||
ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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32 | ||
SIGNATURES
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36 |
(a)
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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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(b)
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Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
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(c)
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Strength and diversity of management, either in place or scheduled for recruitment;
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(d)
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Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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(e)
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The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
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(f)
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The extent to which the business opportunity can be advanced;
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(g)
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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(h)
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Other relevant factors.
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Period
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High
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Low
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||||||
August 1, 2009 – October 31, 2009
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$
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3.15
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$
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3.15
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||||
November 1, 2009 – January 31, 2010
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$
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3.15
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$
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0.53
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||||
February 1, 2010 – April 30, 2010
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$
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0.53
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$
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0.53
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||||
May 1, 2010 – July 31, 2010
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$
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0.53
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$
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0.53
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||||
August 1, 2010 – October 31, 2010
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$
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0.03
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$
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0.03
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||||
November 1, 2010 – January 31, 2011
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$
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0.03
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$
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0.03
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||||
February 1, 2011 – April 30, 2011
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$
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0.03
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$
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2.00
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||||
May 1, 2011 – July 31, 2011
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$
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2.00
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$
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2.00
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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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July 31,
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July 31,
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|||||||
(in US$)
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2011
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2010
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||||||
(Audited)
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(Audited)
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|||||||
Current Assets
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||||||||
Cash
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$
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-
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$
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-
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||||
Prepaid Expense
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–
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–
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||||||
Inventory
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–
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–
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||||||
Total Current Assets
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–
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–
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||||||
Property and Equipment (net)
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–
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–
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||||||
TOTAL ASSETS
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$
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-
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$
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-
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||||
Current Liabilities
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||||||||
Accounts Payable
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$
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3,415
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$
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4,650
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Accrued Interest
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20,313
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9,300
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||||||
Notes Due to Related Parties
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226,973
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156,502
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||||||
Total Current Liabilities
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250,701
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170,452
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||||||
Total Liabilities
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250,701
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170,452
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||||||
Stockholders Deficiency
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||||||||
Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)
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–
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–
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||||||
Common stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares outstanding as of July 31, 2011 and July 31, 2010)
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39
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39
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||||||
Additional Paid-in Capital
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73,687
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73,687
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||||||
Retained Deficit
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(324,427
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)
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(244,178
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)
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Total Stockholders Deficiency
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(250,701
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)
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(170,452
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)
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||||
Total Liabilities & Stockholders Deficiency
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$
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-
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$
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-
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October 23, 2003 thru
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||||||||||||
Year Ended July 31,
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July 31, 2011
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|||||||||||
(in US$)
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2011
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2010
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Since Inception
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|||||||||
Revenues
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$
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-
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$
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-
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$
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-
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||||||
Operating Expenses
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||||||||||||
Amortization
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–
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–
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741
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|||||||||
General and Administrative
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4,001
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3,904
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34,318
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|||||||||
Management Fees
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40,000
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40,000
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147,500
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|||||||||
Marketing
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–
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–
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11,192
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|||||||||
Professional Fees
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25,235
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38,520
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109,596
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|||||||||
Rent
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–
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–
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767
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|||||||||
Total Operating Expenses
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69,236
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82,424
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304,114
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|||||||||
Other Expenses
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||||||||||||
Interest Expense
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11,013
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6,536
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20,313
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|||||||||
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||||||||||||
Total Expenses
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80,249
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88,960
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324,427
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|||||||||
Net Income
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$
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(80,249
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)
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$
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(88,960
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)
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$
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(324,427
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)
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|||
Basic Earnings/Loss per share
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$
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(0.20
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)
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$
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(0.23
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)
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||||||
Weighted Average Shares
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393,169
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393,169
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October 23, 2003 thru
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||||||||||||
Year Ended July 31,
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July 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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(80,249
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)
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(88,960
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)
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(324,427
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)
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||||||
Amortization
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–
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–
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741
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|||||||||
Change in Operating Assets and Liabilities:
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||||||||||||
Change in Prepaid expense
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–
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–
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–
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|||||||||
Change in Inventory
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–
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–
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–
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|||||||||
Change in Accounts Payable
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(1,235
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)
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3,575
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3,415
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||||||||
Change in Accrued Liabilities
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–
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–
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–
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|||||||||
Change in Accrued Interest
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11,013
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6,536
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20,313
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|||||||||
Net Cash from Operating Activities
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(70,471
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)
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(78,849
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)
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(299,958
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)
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||||||
Investing Activities
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||||||||||||
Purchase of Property & Equipment
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–
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–
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(741
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)
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||||||||
Net Cash from Investing Activities
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–
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–
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(741
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)
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||||||||
Financing Activities
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||||||||||||
Changes in Notes Due to Related Parties
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70,471
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78,849
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226,973
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|||||||||
Common Stock Issued for Services
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–
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–
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300
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|||||||||
Donated Capital
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–
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–
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23,636
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|||||||||
Proceeds from Common Stock
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–
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–
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49,790
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|||||||||
Net Cash from Financing Activities
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70,471
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78,849
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300,699
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|||||||||
Net (decrease) increase in Cash
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–
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–
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–
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|||||||||
Cash Beginning of Period
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–
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–
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–
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|||||||||
Cash End of Period
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$
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-
|
$
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-
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$
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-
|
Common Stoc
k
#
|
Amount
$
|
Additional Paid-in Capital
$
|
Deficit Accumulated During the Development Stage
$
|
Total
$
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||||||||||||||||
Balance – October 23, 2003 (Date of Inception)
|
– | – | – | – | – | |||||||||||||||
October 25, 2003 – issue of common stock for services at $0.0001 per share
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45,717 | 5 | 235 | – | 240 | |||||||||||||||
July 25, 2004 – issue of common stock for services at $0.0001 per share
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342,876 | 34 | 1,766 | – | 1,800 | |||||||||||||||
Net loss for the period
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– | – | – | (3,075 | ) | (3,075 | ) | |||||||||||||
Balance – July 31, 2004
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388,593 | 39 | 2,001 | (3,075 | ) | (1,035 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (2,665 | ) | (2,665 | ) | |||||||||||||
Balance – July 31, 2005
|
388,593 | 39 | 2,001 | (5,740 | ) | (3,700 | ) | |||||||||||||
June 23, 2006 – issue of common stock for cash at $0.20 per share
|
2,552 | 0 | 26,800 | – | 26,800 | |||||||||||||||
July 26, 2006 – issue of common stock for cash at $0.20 per share
|
1,352 | 0 | 14,200 | – | 14,200 | |||||||||||||||
July 26, 2006 – issue of common stock for services at $0.20 per share
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10 | 0 | 100 | – | 100 | |||||||||||||||
Net loss for the year
|
– | – | – | (6,201 | ) | (6,201 | ) | |||||||||||||
Balance – July 31, 2006
|
392,507 | 39 | 43,101 | (11,941 | ) | 31,199 | ||||||||||||||
August 23, 2006 – issue of common stock for cash at $0.20 per share
|
595 | 0 | 6,250 | – | 6,250 | |||||||||||||||
August 23, 2006 – issue of common stock for services at $0.20 per share
|
19 | 0 | 200 | – | 200 | |||||||||||||||
September 01, 2006 – issue of common stock for cash at $0.20 per share
|
38 | 0 | 400 | – | 400 | |||||||||||||||
September 01, 2006 – issue of common stock for services at $0.20 per share
|
10 | 0 | 100 | – | 100 | |||||||||||||||
Net loss for the year
|
– | – | – | (42,764 | ) | (42,764 | ) | |||||||||||||
Balance – July 31, 2007
|
393,169 | 39 | 50,051 | (54,705 | ) | (4,615 | ||||||||||||||
Donated capital
|
– | – | 23,636 | – | 23,636 | |||||||||||||||
Net loss for the year
|
– | – | – | (41,392 | ) | (41,392 | ) | |||||||||||||
Balance – July 31, 2008
|
393,169 | 39 | 73,687 | (96,097 | ) | (22,371 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (59,121 | ) | (59,121 | ) | |||||||||||||
Balance – July 31, 2009
|
393,169 | 39 | 73,687 | (155,218 | ) | (81,492 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (88,960 | ) | (88,960 | ) | |||||||||||||
Balance – July 31, 2010
|
393,169 | 39 | 73,687 | (244,178 | ) | (170,452 | ) | |||||||||||||
Net loss for the year
|
– | – | – | (80,249 | ) | (80,249 | ) | |||||||||||||
Balance – July 31, 2011
|
393,169 | 39 | 73,687 | (324,427 | ) | (250,701 | ) |
*
|
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.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
·
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
·
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Name
|
Age
|
Position
|
||
Lawrence D. Field
|
|
51
|
|
President, Chief Executive Officer,
Chief Financial Officer and
Secretary
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
Name and Position
|
Year
|
Cash Compensation
|
Other Compensation
|
|||
Lawrence D. Field, President, Chief Executive
|
2011
|
None
|
None
|
|||
Officer, Chief Financial Officer and Secretary
|
2010
|
None
|
None
|
Name and Address
|
Number of
Shares
Beneficially
Owned(1)
|
Percent of
Outstanding
Shares
|
||||||
Regent Private Capital LLC
|
312,383
|
79.45
|
%
|
|||||
5727 South Lewis Avenue
|
||||||||
Tulsa, OK 74105
|
||||||||
|
||||||||
Lawrence D. Field*
|
312,383
|
79.45
|
%
|
|||||
5727 South Lewis Avenue
|
||||||||
Tulsa, OK 74105
|
||||||||
|
||||||||
Officers and directors as a group (one person)*
|
312,383
|
79.45
|
%
|
·
|
Report of Paritz & Co, P.A., Independent Registered Certified Public Accounting Firm
|
·
|
Balance Sheets as of July 31, 2011 and 2010
|
·
|
Statements of Operations for the years ended July 31, 2011 and 2010 and the period from October 23, 2003 (inception) to July 31, 2011
|
·
|
Statements of Changes in Stockholders’ Equity for the period from October 23, 2003 (inception) to July 31, 2011
|
·
|
Statements of Cash Flows for the years ended July 31, 2011 and 2010 and the period from October 23, 2003 (inception) to July 31, 2011
|
·
|
Notes to Financial Statements
|
Exhibit
|
Description
|
|
3.1
|
|
Certificate of Incorporation of Fashionfreakz International Inc., filed with the Secretary of State of Delaware on October 23, 2003
1
|
3.2
|
Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on December 2, 2005
1
|
|
3.3
|
Bylaws of Fashionfreakz International Inc
1
|
|
3.4
|
Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on June 13, 2008
10
|
|
3.5
|
Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on November 2, 2009
10
|
|
4
|
Instrument Defining the Right of Holders – Form of Share Certificate
1
|
|
10.1
|
Lease Agreement
1
|
|
10.2
|
Web Development Agreement with Gravit-e Technologies, Inc.
1
|
|
10.3
|
Management Agreement with Susanne Milka
1
|
|
10.4
|
Distribution Agreement with Sweet Dream Tees Inc.
1
|
|
10.5
|
Web Design Agreement with Sandra Wong
1
|
|
10 (Filed as Exhibit 10.1)
|
Distribution Agreement with Sofia Bozikis dba Sofia Bozikis Handbags
2
|
|
10 (Filed as Exhibit 10.1)
|
Inventory Purchase and Loan Set Off Agreement with Susan Milka
3
|
|
10 (Filed as Exhibit 10.1)
|
Stock Purchase Agreement dated as of February 20, 2008
4
|
|
10 (Filed as Exhibit 10.1)
|
Service Agreement between Blink Couture, Inc. and Fountainhead Capital Management Limited dated as of March 5, 2008
5
|
|
10 (Filed as Exhibit 10.1)
|
Promissory Note with Fountainhead Capital Management Limited dated January 31, 2009
6
|
|
10.6
|
Stock Purchase Agreement, dated December 29, 2009, between Fountainhead Capital Management Limited and Regent Private Capital, LLC
7
|
|
10.7
|
Assignment of Promissory Note of Blink Couture, Inc. dated December 29, 2009
7
|
|
10.8
|
Assignment of Promissory Note of Altitude Group, LLC dated December 29, 2009
7
|
10.9
|
Fourth Amendment and Restatement of Loan Agreement and Promissory Note, dates as of March 15, 2010
8
|
|
10.10
|
Services Agreement between Blink Couture, Inc. and Regent Private Capital, LLC, dated as of January 1, 2010
8
|
BLINK COUTURE, INC.
|
||
Dated: February 15, 2012
|
By:
|
/s/ Lawrence D. Field
|
Lawrence D. Field, Chief Executive Officer
|
||
and Chief Financial Officer (Principal | ||
Executive Officer and Principal Financial | ||
and Accounting Officer)
|
Title
|
Date
|
|||
/s/ Lawrence D. Field
|
President, Chief Executive Officer,
|
February 15, 2012
|
||
Lawrence D. Field
|
Chief Financial Officer,
|
|||
|
Secretary and Director
|
|
BLINK COUTURE, INC.
|
||
By:
|
/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.
|
I have reviewed this Annual Report on Form 10-K 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.
|
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:
|
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.
|
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):
|
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.
|
Date: February 15, 2012
|
/s/ Lawrence D. Field
|
||
Lawrence D. Field
|
|||
Principal Executive Officer and Principal Financial Officer
|
1)
|
The Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 15, 2012
|
/s/ Lawrence D. Field
|
||
Lawrence D. Field
|
|||
Principal Executive Officer and Principal Financial Officer
|