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 ¨
(Do not check if a smaller
reporting company)
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Smaller Reporting Company þ
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PART
I - FINANCIAL INFORMATION
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ITEM
1.
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INTERIM
FINANCIAL STATEMENTS
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F-1
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ITEM
2.
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MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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2
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ITEM
3.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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6
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ITEM
4A(T).
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CONTROLS
AND PROCEDURES
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6
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PART
II - OTHER INFORMATION
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ITEM
1.
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LEGAL
PROCEEDINGS
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7
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ITEM
1A.
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RISK
FACTORS
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7
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ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES
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7
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ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
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7
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ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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7
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ITEM
5.
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OTHER
INFORMATION
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7
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ITEM
6.
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EXHIBITS
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7
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SIGNATURES
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8
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EXHIBIT
32.1
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October 31,
2008
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July 31,
2008
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||||||
(Unaudited)
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(Audited)
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||||||
ASSETS
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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
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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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LIABILITIES
& STOCKHOLDERS' DEFICIT
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|||||||
Current
Liabilities
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|||||||
Accounts
Payable
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$
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3,000
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$
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-
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Accrued
Interest
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460
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-
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|||||
Notes
Payable to Shareholders
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37,114
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22,371
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|||||
Total
Current Liabilities
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40,573
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22,371
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TOTAL
LIABILITIES
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40,573
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22,371
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Stockholders'
(Deficit)
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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; 20,640,250
shares
outstanding as of July 31, 2008 and October 31, 2007)
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2,064
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2,064
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Additional
paid-in capital
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71,662
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71,662
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Deficit
accumulated during development stage
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(114,299
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)
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(96,097
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)
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Total
Stockholders' Deficit
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(40,573
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)
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(22,371
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)
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TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
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$
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-
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$
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-
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Three Mos.
Ended
Oct. 31,
2008
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Three Mos.
Ended
Oct. 31,
2007
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Oct. 23, 2003
(Inception)
through
Oct. 31,
2008
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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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587
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37
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741
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General
and administrative
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1,039
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3,580
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23,969
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Management
fees
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10,000
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600
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37,500
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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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6,704
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10,006
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39,671
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Rent
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-
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100
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767
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Total
Operating Expenses
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17,743
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14,323
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113,840
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Other
Expenses
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Interest
Expense
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460
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-
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460
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Total
Other Expenses
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460
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-
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460
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Net
Loss
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(18,202
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)
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(14,323
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)
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(114,299
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)
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Basic
earnings (loss) per share—Basic and Diluted
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted
average number of common shares outstanding
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20,640,250
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20,640,250
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Three Months
Ended
Oct. 31,
2008
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Three Months
Ended
Oct. 31,
2007
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Oct. 23, 2003
(Inception)
through
Oct. 31,
2008
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
income (loss)
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$
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(18,202
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)
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$
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(14,323
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)
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$
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(114,299
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)
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Adjustments
to reconcile net loss to net cash provided
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(used
in) by operating activities:
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Amortization
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-
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37
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741
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Donated
capital
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-
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600
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-
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Changes
in operating assets and liabilities:
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Increase
(decrease) in prepaid expense
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-
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1,082
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-
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Increase
(decrease) in accounts payable
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3,000
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10,095
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3,000
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Increase
(decrease) in accrued liabilities
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460
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-
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460
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Net
cash provided by (used in) operating
activities
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$
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(14,743
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)
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$
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(2,509
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)
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$
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110,099
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)
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CASH
FLOWS FROM INVESTING ACTIVITIES
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Purchase
of property and equipment
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-
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-
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(741
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)
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Net
cash provided by (used in) investing
activities
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-
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-
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(741
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)
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Changes
in Notes Payable to Shareholders
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14,743
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(61
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)
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37,114
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Common
stock issued for cash
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-
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-
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49,790
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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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23,636
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-
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23,636
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Net
cash provided by (used in) financing
activities
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14,743
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(61
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)
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110,840
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Net
increase (decrease) in cash
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-
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(2,570
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)
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-
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Cash
at beginning of period
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-
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2,604
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-
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Cash
at end of period
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$
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-
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$
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34
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$
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-
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Supplemental
cash flow information:
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Cash
paid during period for interest
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$
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-
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$
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-
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Cash
paid during period for income taxes
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$
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-
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$
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-
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* |
Preferred
stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares
issued
and outstanding.
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* |
Common
stock, $0.0001 par value: 100,000,000 shares authorized; 20,640,250
shares
issued and outstanding.
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·
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failure
to make timely filings with the SEC as required by the Exchange Act,
which
also probably would result in suspension of trading or quotation
in 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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·
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The
interests of any Affiliated Companies from time to time may be
inconsistent in some respects with the interests of the Company.
The
nature of these conflicts of interest may vary. There may be circumstances
in which an Affiliated Company may take advantage of an opportunity
that
might be suitable for the Company. Although there can be no assurance
that
conflicts of interest will not arise or that resolutions of any such
conflicts will be made in a manner most favorable to the Company
and its
shareholders, the officers and directors of the Company have a fiduciary
responsibility to the Company and its shareholders and, therefore,
must
adhere to a standard of good faith and integrity in their dealings
with
and for The Company and its
shareholders.
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·
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The
officers and directors of The Company may serve as officers and directors
of other Affiliated Companies in the future. The Company's officers
and
directors are required to devote only so much of their time to The
Company's affairs as they deem appropriate, in their sole discretion.
As a
result, The Company's officers and directors may have conflicts of
interest in allocating their management time, services, and functions
among The Company and any current and future Affiliated Companies
which
they may serve, as well as any other business ventures in which they
are
now or may later become involved.
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·
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The
Affiliated Companies may compete directly or indirectly with The
Company
for the acquisition of available, desirable combination candidates.
There
may be factors unique to The Company or an Affiliated Company which
respectively makes it more or less desirable to a potential combination
candidate, such as age of the company, name, capitalization, state
of
incorporation, contents of the articles of incorporation, etc. However,
any such direct conflicts are not expected to be resolved through
arm's-length negotiation, but rather in the discretion of management.
While any such resolution will be made with due regard to the fiduciary
duty owed to the Company and its shareholders, there can be no assurance
that all potential conflicts can be resolved in a manner most favorable
to
the Company as if no conflicts existed. Members of the Company's
management who also are or will be members of management of another
Affiliated Company will also owe the same fiduciary duty to the
shareholders of each other Affiliated Company. Should a potential
acquisition be equally available to and desirable for both the Company
and
the Affiliated Companies, no guideline exists for determining which
company would make the acquisition. This poses a risk to the Company’s
shareholders that a desirable acquisition available to the Company
may be
made by an Affiliated Company, whose shareholders would instead reap
the
rewards of the acquisition. An Affiliated Company's shareholders
of course
face exactly the same risk. Any persons who are officers and directors
of
both The Company and an Affiliated Company do not have the sole power
(nor
the power through stock ownership) to determine which company would
acquire a particular acquisition. No time limit exists in which an
acquisition may or must be made by the Company, and there is no assurance
when − or if − an acquisition ever will be completed.
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·
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Certain
conflicts of interest exist and will continue to exist between the
Company
and its officers and directors due to the fact that each has other
employment or business interests to which he devotes his primary
attention. Each officer and director is expected to continue to do
so in
order to make a living, notwithstanding the fact that management
time
should be devoted to the Company's affairs. The Company has not
established policies or procedures for the resolution of current
or
potential conflicts of interest between the Company and its management.
As
a practical matter, such potential conflicts could be alleviated
only if
the Affiliated Companies either are not seeking a combination candidate
at
the same time as the Company, have already identified a combination
candidate, are seeking a combination candidate in a specifically
identified business area, or are seeking a combination candidate
that
would not otherwise meet the Company's selection criteria. It is
likely,
however, that the combination criteria of the Company and any Affiliated
Companies will be substantially identical. Ultimately, the Company's
shareholders ultimately must rely on the fiduciary responsibility
owed to
them by the Company's officers and directors. There can be no assurance
that members of management will resolve all conflicts of interest
in the
Company's favor. The officers and directors are accountable to the
Company
and its shareholders as fiduciaries, which means that they are legally
obligated to exercise good faith and integrity in handling the Company's
affairs and in their dealings with the Company. Failure by them to
conduct
the Company's business in its best interests may result in liability
to
them. The area of fiduciary responsibility is a rapidly developing
area of
law, and persons who have questions concerning the duties of the
officers
and directors to the Company should consult their
counsel.
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Exhibit
No.
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Description
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31.1
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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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32.1
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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.
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Date:
December 4, 2008
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By:
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/s/ Thomas
W. Colligan
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Thomas
W. Colligan
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Director,
CEO, President and Treasurer
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Exhibit
No.
|
|
Description
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|
|
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31.1
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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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32.1
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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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