Blink Couture Inc. (Form: 8-K, Received: 02/29/2012 15:27:53)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 28, 2012

(Exact name of registrant as specified in its charter)

Delaware		333-138951		98-0568153
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

c/o Regent Private Capital, LLC

5727 South Lewis Avenue

Tulsa, Oklahoma 74105

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On February 28, 2012, Blink Couture, Inc. (the “ Company ”) entered into a Second Extension Agreement (the “Second Extension Agreement”) further amending the Agreement and Plan of Merger (the “Merger Agreement”), dated November 10, 2011, with Latitude Global, Inc. (“LG”), a privately held company incorporated in Florida, and Latitude Global Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). The Company previously reported the execution of the Merger Agreement, and its intent to consummate a merger with LG and Merger Sub (the “Merger”), in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 14, 2011. The Company subsequently reported executing and entering into an Extension Agreement, dated December 27, 2011, with LG and Merger Sub (the “Extension Agreement”) in a Current Report on Form 8-K filed with the SEC on December 27, 2011.

Pursuant to the provisions of the Second Extension Agreement, the parties have agreed to extend, until March 30, 2012, the date after which either the Company or LG may terminate the Merger Agreement, if the closing of the Merger (the “Closing”) has not occurred on or before such date. Such date was previously extended from December 31, 2011 to February 28, 2012, pursuant to terms of the Extension Agreement.

A copy of the Second Extension Agreement is attached hereto as Exhibit 10.20. The description of the Extension Agreement herein is qualified by the terms of the full text of the agreement attached hereto and the terms thereof are incorporated herein by reference thereto.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 10.20	Second Extension Agreement dated February 28, 2012

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 hereunto duly authorized.

	BLINK COUTURE, INC.

Date: February 29, 2012	By:	/s/ Lawrence D. Field
		Name: Lawrence D. Field
		Title: Chief Executive Officer

Exhibit No.		Description

10.20		Second Extension Agreement dated February 28, 2012

SECOND EXTENSION AGREEMENT

This Second Extension Agreement (“ Extension Agreement ”) is entered into this 28th day of February, 2012, by and among BLINK COUTURE, INC., a Delaware corporation (the “ Company ”), LATITUDE GLOBAL ACQUISITION CORP., a Florida corporation and a wholly-owned subsidiary of the Company (the “Merger Sub” ) and LATITUDE GLOBAL, INC., a Florida corporation (“ LG ”). The Company, the Merger Sub and LG each, individually a “ party ” or, collectively, the “ parties .”

BACKGROUND

WHEREAS, the parties previously entered into an Agreement and Plan of Merger dated November 10, 2011 (“ Agreement ”), as amended by the first Extension Agreement dated December 27, 2011; and

WHEREAS, the parties have agreed to further extend, until March 30, 2012, the date after which either the Company or LG may terminate the Agreement, if the Closing has not occurred on or before such date, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual agreements hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree follows:

1. RECITALS . The parties agree that the Recitals set forth above are true and correct and are incorporated into this Extension Agreement by reference.

2. Definitions . All initially capitalized terms which are not otherwise defined herein shall have the meanings given to those terms in the Agreement.

3. Termination . Section 7.1(b)(i) of the Agreement is hereby further amended, to read as follows:

“(i) the Closing has not occurred prior to the close of business on or before March 30, 2012 (unless such date is extended, by the mutual agreement of the parties; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to the Company or LG, as applicable, if the party seeking to terminate the Agreement is responsible for the delay or…”

4. All other terms and conditions of the Agreement, except as specifically set forth herein, shall remain unchanged and otherwise in full force and effect.

5. This Agreement shall bind and inure to the benefit of the parties hereto, their respective successors and permitted assigns.

6. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

	BLINK COUTURE, INC.

	By:	/s/ Lawrence Field
		Name: Lawrence Field
		Title: Chief Executive Officer

	LATITUDE GLOBAL ACQUISITION CORP.

	By:	/s/ Lawrence Field
		Name: Lawrence Field
		Title: Chief Executive Officer

	LATITUDE GLOBAL, INC.

	By:	/s/ Brent W. Brown
		Name: Brent W. Brown
		Title: Chief Executive Officer