NOTE 6. SUBSEQUENT EVENTS
The Company has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. The Company is currently contemplating the filing of a notice of default against Latitude Global regarding the obligated monthly payments due to the Company under the terms of the Termination Agreement mentioned above.
There were no other material subsequent events as of that date other than what is mentioned.
ITEM 2. 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. (“Blink Couture,” “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.
Termination of Proposed Acquisition of Operating Business
On November 10, 2011, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which we planned to acquire Latitude Global, Inc. (“Latitude Global”), a company which, through its subsidiaries, currently operates combined restaurant and entertainment facilities in several locations. For the purpose of entering into the Merger Agreement with Latitude Global, on November 4, 2011, we formed Latitude Global Acquisition Corp., as our wholly-owned subsidiary, which was dissolved in the State of Florida, by administrative dissolution, on September 28, 2012.
On December 5, 2012, we executed and entered into a Termination and Release Agreement (the “Termination Agreement”) with Latitude Global for the purpose of mutually terminating the Merger Agreement, and all proposed transactions relating to the merger. As a condition to the termination of the Merger Agreement, Latitude Global agreed to reimburse the Company $47,500 for its expenses in connection with the Merger Agreement, including legal fees. Latitude Global agreed to pay this amount in six equal consecutive installments of $7,917 with the initial payment having been received by us on or around December 11, 2012. The remaining five payments were also evidenced by a promissory note, in the principal amount of $39,583 (the “Note”). Through the date of this Report, we have not received any additional payments from Latitude Global. On June 12, 2013, the Company, through its legal counsel, sent a demand letter to Latitude Global, notifying Latitude Global that its failure to make the required payments, pursuant to the terms of the Note, constituted an “Event of Default.” The Company demanded payment of $41,107 in respect of outstanding principal and accrued interest, at a default rate of 8% per annum, through June 12, 2013, plus an additional $750 to pay for collection costs. This outstanding amount continues to accrue interest in the amount of $8.80 per day and Latitude Global may be required to pay additional costs incurred by us in connection with our attempts to collect all amounts owed. We are currently considering all of our options in connection with the collection of the amounts owed by Latitude Global, including the commencement of a collection action.
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 October 31, 2013. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company. There can be no assurance that we will be able consummate an acquisition of any operating company. 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 October 31, 2013 Compared to Three Months ended October 31, 2012.
For the three months ended October 31, 2013, the Company had a net loss of $25,563 compared to a net loss of $30,310 for the three months ended October 31, 2012. This reduction in net loss of $4,747 (15.7%) between the comparable periods was primarily attributable to (a) a reduction in professional fees from $12,660 for the three months ended October 31, 2012 to $8,257 for the same quarter in 2013 ($4,403); (b) a reduction in general and administrative expenses from $2,234 for the three months ended October 31, 2012 to $535 for the three months ended October 31, 2013 ($1,699); and (c) a reduction in tax expense from $125 for the three months ended October 31, 2012 to $0 for the three months ended October 31, 2013 ($125), which was partially offset by an increase in interest expense from $5,291 for the three months ended October 31, 2012 to $6,771 for the three months ended October 31, 2013 ($1,480).
The reduction in professional fees between the comparable periods is primarily attributable to the fact that the Company did not pay any amounts for accounting, tax or audit expenses, during the quarter ended October 31, 2013, but did pay such expenses during the same quarter in 2012, as a result of a difference in the timing of the Company’s receipt of invoices for those services in the applicable years. This reduction was partially offset by an increase in legal fees attributable to (i) an increase in monthly legal fees, relating to the Company’s SEC filings, from $2,000 to $2,500 per month beginning in January 2013 and (ii) a payment of $750, during the quarter ended October 31, 2013, in connection with collection matters relating to the payment default by Latitude Global.
The reduction in general and administrative expenses between the comparable periods is primarily attributable to the fact that that the Company did not pay any fees to its transfer agent or expenses for SEC filing agent services, during the quarter ended October 31, 2013, but did pay such fees and expenses during the same quarter in 2012, as a result of a difference in the timing of the Company’s receipt of invoices for those services in the applicable years.
The reduction in tax expense between the comparable periods is attributable to the Company’s payment of taxes in Oklahoma, during the quarter ended October 31, 2012.
The increase in interest expense between the comparable periods reflects additional interest payable by the Company with respect to new loans made to the Company, since October 31, 2012, including loans made during the quarter ended October 31, 2013, by (i) Regent Private Capital, LLC, formerly the principal stockholder of the Company (“Regent”) and (ii) Regent Private Capital II, LLC (“Regent II”), a company whose sole member is Charles C. Stephenson, Jr., one of the Company’s principal stockholders. Mr. Stephenson became a stockholder of the Company upon the transfer of a portion of the shares of the Company’s common stock, from Regent to Mr. Stephenson, effective as of December 31, 2012, upon the dissolution and liquidation of Regent. Additionally, Lawrence Field, the Company’s sole officer and director, was the managing member of Regent and is currently the managing member of Regent II. All of Regent’s rights in prior loans provided by Regent and certain other stockholders of the Company, from December 29, 2009 to December 31, 2012, were assigned to Mr. Stephenson and Cynthia Field, who was assigned Regent’s remaining shares of common stock, is the Secretary of Regent II, and is Lawrence Field’s wife.
Plan of Operation
The Company currently does not engage in any business activities that provide cash flow. During the next twelve months, we anticipate incurring costs related to:
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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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We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
The Company may consider acquiring another business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, any such business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Liquidity and Capital Resources
We had no cash on hand at October 31, 2013 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, we have accumulated a deficit of $609,183. As of October 31, 2013 we had total liabilities of $535,457.
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. We will continue to 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. If we do not consummate a merger or other transaction with another business, 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 $100,000 in the fiscal year ending July 31, 2014. 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, stockholders or affiliates will lend funds to us as needed for operations prior to completion of an acquisition. Management, stockholders and any such affiliates 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, management and/or affiliates 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. As of October 31, 2013, we have incurred an outstanding indebtedness to Regent II and certain of our stockholders, in the aggregate principal amount of $468,148.
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:
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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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curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or
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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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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, 2013, relative to our ability to continue as a going concern. We had a working capital deficit of $535,457 at October 31, 2013; we had an accumulated deficit of $609,183 incurred through October 31, 2013; and recorded losses of $25,563 for the three months ended October 31, 2013. 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, 2014 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 an investor in our securities.
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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, the Company’s management including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There have been no significant changes to the Company’s internal controls over financial reporting that occurred during the quarter ended October 31, 2013 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 this information.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
There were no unregistered sales of our equity securities during the period covered by this quarterly report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
Supplement No. 3 to the Loan Agreement and Promissory Note with Regent II
Effective as of October 31, 2013, we executed Supplement No. 3 (the “Third Supplement”) to the Loan Agreement and Promissory Note (the “Regent II Loan Agreement”) with Regent II. The Regent II Loan Agreement was filed as Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on March 18, 2013.
The Third Supplement supplements and amends the Regent II Loan Agreement, as previously supplemented by Supplement No. 1 to the Regent II Loan Agreement, filed as Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 12, 2013 and Supplement No. 2 to the Regent II Loan Agreement, filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on October 28, 2013, by increasing the aggregate principal amount outstanding thereunder, to include additional advances made by Regent II to the Company to pay operating expenses from August 1, 2013 through and until October 31, 2013, by $20,602 to $82,350. All other terms of the Regent II Loan Agreement were unchanged and continued in full force and effect, unless and until further supplemented or amended thereafter.
The foregoing description of the Third Supplement is only a summary and is qualified in its entirety by reference to the Third Supplement to Loan Agreement and Promissory Note, a copy of which is attached as an exhibit to this Quarterly Report on Form 10-Q.
ITEM 6. EXHIBITS
Exhibit No.
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Description
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Supplement No. 3 to the Loan Agreement and Promissory Note, dated as of October 31, 2013, with Regent Private Capital II, LLC.
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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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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.
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BLINK COUTURE, INC.
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Date: December 11, 2013
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By:
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/s/ Lawrence D. Field
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Lawrence D. Field,
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President, Chief Executive Officer, Chief Financial Officer and Secretary
(Principal Executive Officer and Principal Financial Officer)
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