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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2012

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-138951

BLINK COUTURE, INC.
 (Exact name of registrant as specified in its charter)

Delaware
 
98-0568153
(State of organization)
 
(I.R.S. Employer Identification No.)

  c/o Regent Private Capital, LLC
5727 South Lewis Avenue
Tulsa, Oklahoma 74105
 (Address of principal executive offices)

(918) 392-3200
(Registrant’s telephone number, including area code)

Not Applicable
(Former address if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange  Act of 1934 during  the preceding 12  months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer
o
Non-Accelerated Filer
o
Accelerated Filer
o
Smaller Reporting Company
þ
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    þ   No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The registrant had 393,169 shares of common stock, par value $0.0001 per share, outstanding at December 14, 2012.
 


 
 

 
TABLE OF CONTENTS
 
     
PAGE
 
PART I - FINANCIAL INFORMATION
         
ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS
   
3
 
           
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
10
 
           
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
14
 
           
ITEM 4.
CONTROLS AND PROCEDURES
   
14
 
           
PART II - OTHER INFORMATION
           
ITEM 1.
LEGAL PROCEEDINGS
   
15
 
           
ITEM 1A.
RISK FACTORS
   
15
 
           
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
15
 
           
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
   
15
 
           
ITEM 4.
MINE SAFETY DISCLOSURES
   
15
 
           
ITEM 5.
OTHER INFORMATION
   
16
 
           
ITEM 6.
EXHIBITS
   
17
 
           
SIGNATURES
   
18
 
         
EXHIBIT 10.27
       
EXHIBIT 31.1
       
EXHIBIT 32.1
       
 
 
2

 
 
PART I – FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
 
BLINK COUTURE, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
 
   
October 31,
   
July 31,
 
(in US$)
 
2012
   
2012
 
   
(Unaudited)
   
(Audited)
 
Current Assets
           
Cash
  $ 0     $ -  
Prepaid Expense
           
Total Current Assets & Total Assets
    0        
                 
Property and Equipment (net)
           
                 
Current Liabilities
               
Accounts Payable
  $ -     $ -  
Accrued Interest - Related Parties
    42,445       37,154  
Notes Due to Related Parties
    374,722       349,703  
Total Current Liabilities & Total Liabilities
    417,167       386,857  
                 
Stockholders' Deficiency
               
Preferred stock, ($.0001 par value, 20,000,000 shares authorized;  none issued and outstanding)
           
Common stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares outstanding as of October 31, 2012 and July 31, 2012)
    39       39  
Additional Paid-in Capital
    73,687       73,687  
Deficit Accumulated during the Development Stage
    (490,893 )     (460,583 )
Total Stockholders' Deficiency
    (417,167 )     (386,857 )
Total Liabilities & Stockholders' Deficiency
  $ (0 )   $ (0 )
 
See accompanying notes to financial statements.
 
 
3

 

BLINK COUTURE, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
               
October 23, 2003 thru
 
   
3 Months Ended October 31,
   
October 31, 2012
 
(in US$)
 
2012
   
2011
   
Since Inception
 
                   
                   
Revenues
  $ -     $ -     $ -  
                         
Costs & Expenses
                       
Operating Expenses
    25,019       16,200       448,448  
Interest Expense - Related Parties
    5,291       3,427       42,445  
                         
Total Expenses
    30,310       19,627       490,893  
                         
Net (Loss)
  $ (30,310 )   $ (19,627 )   $ (490,893 )
                         
Basic Loss per share
  $ (0.08 )   $ (0.05 )        
Weighted Average Shares
    393,169       393,169          
 
See accompanying notes to financial statements.
 
 
4

 
 
BLINK COUTURE, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
               
October 23, 2003 thru
 
   
3 Months Ended October 31,
   
October 31, 2012
 
(in US$)
 
2012
   
2011
   
Since Inception
 
                   
                   
Operating Activities
                 
Net (Loss)
    (30,310 )     (19,627 )     (490,893 )
                         
Adjustment to reconcile net loss to net cash used in operating activities
         
Amortization
                741  
Common Stock Issued for Services
                300  
                         
Change in Operating Assets and Liabilities:
                       
Change in Prepaid Expense
          (12,500 )      
Change in Accounts Payable
          (3,100 )      
Change in Accrued Interest - Related Parties
    5,291       3,427       42,445  
Net Cash used in Operating Activities
    (25,019 )     (31,800 )     (447,407 )
                         
Investing Activities
                       
Purchase of Property & Equipment
                (741 )
Net Cash used in Investing Activities
                (741 )
                         
Financing Activities
                       
Proceeds from Notes Due to Related Parties
    25,019       31,800       374,722  
Donated Capital
                23,636  
Proceeds from issuance of Common Stock
                49,790  
Net Cash provided by Financing Activities
    25,019       31,800       448,148  
                         
Net (decrease) increase in Cash
                0  
                         
Cash Beginning of Period
    0       0       0  
                         
Cash End of Period
  $ 0     $ 0     $ 0  
 
See accompanying notes to financial statements.
 
 
5

 

BLINK COUTURE, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
   
Common Stock
   
Amount
   
Additional Paid-in Capital
   
Deficit Accumulated During the Development Stage
   
Total
 
   
#
   
$
   
$
   
$
   
$
 
                               
Balance – October 23, 2003 (Date of Inception)
                             
October 25, 2003 – issue of common stock  for services at $0.0001 per share
    45,717       5       235             240  
July 25, 2004 – issue of common stock for services at $0.0001 per share
    342,876       34       1,766             1,800  
Net loss for the period
                      (3,075 )     (3,075 )
Balance – July 31, 2004
    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
    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 )
Net loss for the year
                      (136,156 )     (136,156 )
Balance – July 31, 2012
    393,169       39       73,687       (460,583 )     (386,857 )
Net loss for the year
                      (30,310 )     (30,310 )
Balance – October 31, 2012
    393,169       39       73,687       (490,893 )     (417,167 )

See accompanying notes to financial statements.
 
 
6

 

BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2012
 
 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Business description

Blink Couture, Inc. (the “Company”) was originally incorporated as Fashionfreakz International Inc. on October 23, 2003 under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. 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 has limited operations and in accordance with SFAS # 7, the Company is considered a development stage company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  BASIS OF ACCOUNTING AND PRESENTATION

The accompanying consolidated balance sheet and consolidated statement of equity as of October 31, 2012 and the consolidated related statements of operations and cash flows for the three months ended October 31, 2012 and 2011, and for the period from October 23, 2003 (inception) through October 31, 2012, contain the accounts of Blink Couture, Inc. and its wholly owned subsidiary Latitude Global Acquisition Corp., and are unaudited.  Latitude Global Acquisition Corp. was dissolved in the State of Florida, by administrative dissolution, on September 28, 2012.  The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.  In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three months ended October 31, 2012 are not necessarily indicative of the results that may  be expected for the year ending July 31, 2013.  For further information, refer to the financial statements and footnotes thereto for the year ended July 31, 2012.

B. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 
7

 

BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2012

D. DEVELOPMENT STAGE

The Company continues to devote substantially all of its efforts to exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction.

E. BASIC EARNINGS PER SHARE

Pursuant to the authoritative guidance, basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

F. INCOME TAXES

Income taxes are provided in accordance with the authoritative guidance. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

G. REVENUE RECOGNITION

The Company has not recognized any revenues from its operations.

H. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting.  The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $490,893 during the period of October 23, 2003 (inception) to October 31, 2012 and its current liabilities and total liabilities exceed its current assets and total assets by $417,167. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is dependent on advances from its principal shareholders for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.
 
 
8

 
 
BLINK COUTURE, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2012

NOTE 4. RELATED PARTY TRANSACTIONS

On December 29, 2009, pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”) between Fountainhead Capital Management Limited (“Fountainhead”) and Regent Private Capital, LLC (“Regent”), Fountainhead sold an aggregate of 312,383 shares (the “Fountainhead Shares”) of common stock, par value $0.0001 of the Registrant (the “Common Stock”) to Regent in consideration for (i) Regent’s payment of $200,000 and (ii) Regent’s assignment to Fountainhead of all of Regent’s right, title and interest in a certain third party promissory note in the principal amount of $150,000.  The Fountainhead Shares represent approximately 79.45% of the issued and outstanding shares of Common Stock of the Registrant. Additionally, and also included in the consideration paid by Regent, Fountainhead assigned to Regent all of Fountainhead’s right, title and interest in a certain promissory note of the Registrant having an outstanding principal balance of $90,453, along with accrued interest in the amount of $3,937.

From time to time Regent advances additional amounts to the Company under the terms of the note.  As of October 31, 2012 the Company had loans and notes outstanding from a shareholder in the aggregate principal amount of $374,722, which represents amounts loaned to the Company to pay the Company’s expenses of operation.

NOTE 5. INCOME TAXES

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities since its inception due to operating losses of approximately $491,000. The expected income tax benefit for the net operating loss carryforwards is approximately $137,500. The difference between the expected income tax benefit and non-recognition of an income tax benefit in each period is the result of a valuation allowance applied to deferred tax assets.

This results in a net deferred tax asset, assuming an effective tax rate of 28% or approximately $137,500 at October 31, 2012.  A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured.

NOTE 6. SUBSEQUENT EVENTS

The Company has evaluated events occurring after the date of these financial statements through December 11, 2012, the date these financial statements were issued.  On December 5, 2012, the Company executed and entered into a Termination and Release Agreement (the “Termination Agreement”) with Latitude Global. Inc. for the purpose of mutually terminating the Merger Agreement, dated as of November 10, 2011, among Latitude Global, Inc. (“Latitude Global”), the Company and Latitude Global Acquisition Corp. (the “Merger Agreement”) and all proposed transactions relating to the merger of Latitude Global with and into the Company’s former wholly-owned subsidiary, Latitude Global Acquisition Corp.  Pursuant to the provisions of the Termination Agreement, as a condition to the termination of the Merger Agreement, Latitude Global has agreed to reimburse the Company, in the aggregate amount of $47,500, for its expenses relating to the Merger Agreement, including legal fees.   Latitude Global has agreed to pay this amount in six equal consecutive monthly installments of $7,916.66 with the initial payment having been received by the Company on December 11, 2012.
 
 
9

 

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 consolidated 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.
 
 
10

 

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 a combined restaurant and entertainment facility in Jacksonville, Florida.  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, Latitude Global and the Company entered into a Termination and Release Agreement to terminate the Merger Agreement.  See Part II, Item 5 of this report (Additional Information) for further information on the termination of the Merger Agreement.
 
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, 2012.  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, 2012 Compared to Three Months ended October 31, 2011.
 
For the three months ended October 31, 2012, the Company had a net loss of $30,310 compared to a net loss of $19,627 for the three months ended October 31, 2011.  This increase in net loss of $10,683 (55.3%) between the comparable periods was primarily attributable to (a) an increase in professional fees from $6,000 for the three months ended October 31, 2011 to $12,660 for the same quarter in 2012 ($6,660), (b) an increase in interest expense from $3,427 for the three months ended October 31, 2011 to $5,291 for the same quarter in 2012 ($1,864), (c) an increase in general and administrative expenses from $200 for the three months ended October 31, 2011 to $2,234 for the three months ended October 31, 2012 ($2,034) and (d) an increase in tax expense from $0 for the three months ended October 31, 2011 to $125 for the three months ended October 31, 2012 ($125).  The increase in professional fees between the comparable periods is primarily attributable to an increase of $6,660 in accounting fees payable for preparation and review of our financial statements and tax preparation fees.  The increase in interest expense between the comparable periods reflects additional interest payable by the Company with respect to additional loans made by Regent Private Capital, LLC, the Company’s principal stockholder (“Regent”), since December 29, 2009, to pay all expenses incurred by the Company.  The increase in general and administrative expenses between the comparable periods is primarily attributable to (a) an increase of $2,034 relating to an increase in the amount of fees payable to the Company’s stock transfer agent and the Company’s SEC filing service.  The increase in tax expense between the comparable periods is attributable to the payment of 2012 Oklahoma business activity taxes.

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:
 
 
(i) 
filing Exchange Act reports, and
     
 
(ii) 
investigating, analyzing and consummating an acquisition.
 
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.
 
 
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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, 2012 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, we have accumulated a deficit of $490,893.  As of October 31, 2012 we had total liabilities of $417,167.
 
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, 2013, excluding any expenses related to our terminated proposed merger transaction with Latitude Global. 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 or stockholders will lend funds to us as needed for operations prior to completion of an acquisition. Management and the stockholders 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 and management members 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, 2012, we have incurred an outstanding indebtedness to Regent, our principal stockholder, in the principal amount of $374,722.

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.
 
 
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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:
 
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;
   
curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or
 
inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.
 
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 consolidated financial statements for the period ended July 31, 2012, relative to our ability to continue as a going concern. We had a working capital deficit of $417,167 at October 31, 2012; we had an accumulated deficit of $490,893 incurred through October 31, 2012; and recorded losses of $30,310 for the three months ended October 31, 2012. 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, 2013 and thereafter. The consolidated 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.
 
 
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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, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
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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.

 
 
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ITEM 5.  OTHER INFORMATION

Supplement No. 3 to the Sixth Amendment and Restatement of Loan Agreement and Promissory Note

Effective as of October 31, 2012, we executed Supplement No. 3 (the “Third Supplement”) to the Sixth Amendment and Restatement of Loan Agreement and Promissory Note (the “Sixth Loan Restatement”) with Regent.  The Sixth Loan Restatement was filed as Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on March 16, 2012.  The Third Supplement supplements and amends the Sixth Loan Restatement, a previously supplemented by Supplement No. 1 to the Sixth Loan Restatement, filed as Exhibit 10.22 to  the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 13, 2012 and Supplement No. 2 to the Sixth Loan Restatement, filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the SEC on October 29, 2012, by increasing the aggregate principal amount outstanding thereunder, to include additional advances made by Regent to the Company to pay operating expenses from August 1, 2012 through and until October 31, 2012, by $25,019 to $374,722.  All other terms of the Sixth Loan Restatement 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 Supplement No. 3 to Sixth Amendment and Restatement of Loan Agreement and Promissory Note, a copy of which is attached as an exhibit to this Quarterly Report on Form 10-Q.

Termination of Merger Agreement with Latitude Global

On December 5, 2012, the Company 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 of Latitude Global with and into our now-dissolved wholly-owned subsidiary, Latitude Global Acquisition Corp.

More detailed information on the termination of the Merger Agreement can be found in the Current Report on Form 8-K filed by the Company with the SEC on December 11, 2012 (the “Form 8-K”).  A copy of the Termination Agreement and all material related agreements were also filed as exhibits to the Form 8-K.  All of the information contained in the Form 8-K is incorporated herein by reference.
 
 
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ITEM 6.  EXHIBITS

Exhibit No.
 
Description
     
 
Supplement No. 3 to Sixth Amendment and Restatement of Loan Agreement and Promissory Note, dated as of October 31, 2012.
     
 
Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
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.
 
 
BLINK COUTURE, INC.
 
       
Date: December 14, 2012
By:
/s/ Lawrence D. Field
 
   
Lawrence D. Field,
 
   
President, Chief Executive Officer, Chief Financial Officer and Secretary
(Principal Executive Officer and Principal Financial Officer)
 
 
 
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