**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-K**




oAnnual
      Report Pursuant
      to Section 13 or 15(D) of the Securities Exchange Act of 1934




for
      the
      fiscal year ended **July
      31, 2008**




o Transition
      Report Under Section 13
      or 15(D) of the Securities Exchange Act of 1934




for
      the
      transition period from _______________ to _______________




Commission
      File Number: **333-138951**




**BLINK
      COUTURE, INC.**


(Exact
      name of small Business Issuer as specified in its charter)




**Delaware**
            
            **98-0568153******(State
                or other jurisdiction of incorporation or
            
            (IRS
                Employer Identification No.)organization)**122
                Ocean Park Blvd., Suite 307****Santa
                Monica, CA**
            
            **90405**(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer's
      telephone number, including area code: **(310)
      396-1691**




n/a


____________________________________________


Former
      address if changed since last report




Securities
      registered under Section 12(b) of the Exchange Act: **None**




Securities
      registered under Section 12(g) of the Exchange Act:




**Common
      Stock, par value $0.0001 per share**




Check
      whether the issuer (1) 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 xNo o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-K contained in this
      form, and no disclosure will be contained, to the best of registrant's
      knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-K or any
      amendment to this
      Form
      10-K. 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 Filero
            
            Accelerated
                Filero
            
            Non-Accelerated
                Filero(Do not check if a smaller reporting company)
            
            Smaller
                Reporting Companyþ




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


xYes
oNo




State
      issuer's revenues for its most recent fiscal year: $0.00




As
      of
      October 1, 2008, the aggregate market value of voting Common Stock held by
      non-affiliates of the registrant based on the most recent quote on the OTCBB
      of
      $.09 per share is $381,622.50.




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable
      date: 20,640,250 shares of common stock as of October 1, 2008.





**TABLE
      OF CONTENTS**




**PART
      I**




ITEM
                1.
            BUSINESS
            1ITEM
                1A.
            RISK
                FACTORS
            7ITEM
                1B.
            UNRESOLVED
                STAFF COMMENTS
            12ITEM
                2.
            PROPERTIES
            12ITEM
                3.
            LEGAL
                PROCEEDINGS
            12ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            12**PART
                II**ITEM
                5.
            MARKET
                FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY SECURITIES
            13ITEM
                6.
            SELECTED
                FINANCIAL DATA
            14ITEM
                7.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATION
            14ITEM
                7A.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            16ITEM
                8.
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA
            16ITEM
                9.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            28ITEM
                9A(T).
            CONTROLS
                AND PROCEDURES
            29ITEM
                9B.
            OTHER
                INFORMATION
            29**PART
                III**ITEM
                10.
            DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            29ITEM
                11.
            EXECUTIVE
                COMPENSATION
            30ITEM
                12.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            30ITEM
                13. .
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                INDEPENDENCE
            31ITEM
                14
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            32**PART
                IV**ITEM
                15.
            EXHIBITS,
                FINANCIAL STATEMENT SCHEDULES
            33SIGNATURES
            
            35





**FORWARD
      LOOKING STATEMENTS**




*Forward-Looking
      Statements*




*This
      Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion
      and Analysis of Financial Condition and Results of Operations” in Item 7
      contains forward-looking statements within the meaning of the Private Securities
      Litigation Reform Act of 1995 regarding future events and the future results
      of
      Blink Couture, Inc. and its consolidated subsidiaries (the “Company”) that are
      based on management’s current expectations, estimates, projections and
      assumptions about the Company’s business. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and
      variations of such words and similar expressions are intended to identify such
      forward-looking statements. These statements are not guarantees of future
      performance and involve risks, uncertainties and assumptions that are difficult
      to predict. Therefore, actual outcomes and results may differ materially from
      what is expressed or forecasted in such forward-looking statements due to
      numerous factors, including, but not limited to, those discussed in the “Risk
      Factors” section in Item 1A, “Management’s Discussion and Analysis of
      Financial Condition and Results of Operations” in Item 7 and elsewhere in
      this Report as well as those discussed from time to time in the Company’s other
      Securities and Exchange Commission filings and reports. In addition, such
      statements could be affected by general industry and market conditions. Such
      forward-looking statements speak only as of the date of this Report or, in
      the
      case of any document incorporated by reference, the date of that document,
      and
      we do not undertake any obligation to update any forward-looking statement
      to
      reflect events or circumstances after the date of this Report. If we update
      or
      correct one or more forward-looking statements, investors and others should
      not
      conclude that we will make additional updates or corrections with respect to
      other forward-looking statements.*




**PART
      I**




**ITEM
                1.**
            **BUSINESS.**




**Background**




Blink
      Couture, Inc. (the “Company”) was incorporated in Delaware on October 23, 2003
      as Fashionfreakz International, Inc. and changed its name to Blink Couture,
      Inc.
      On December 2, 2005. The Company does not have any subsidiaries. The Company’s
      business plan was to create and conduct an online fashion business, however,
      the
      Company never generated any meaningful revenues, On March 4, 2008, the Company
      discontinued its prior business and changed its business plan.





The
      Company’s current business plan is to seek, investigate, and, if warranted,
      acquire one or more properties or businesses, and to pursue other related
      activities intended to enhance shareholder value. The acquisition of a business
      opportunity may be made by purchase, merger, exchange of stock, or otherwise,
      and may encompass assets or a business entity, such as a corporation, joint
      venture, or partnership. The Company has limited capital, and it is unlikely
      that the Company will be able to take advantage of more than one such business
      opportunity. The Company intends to seek opportunities demonstrating the
      potential of long-term growth as opposed to short-term earnings.




The
      Company’s principal shareholders are in contact with broker-dealers and other
      persons with whom they are acquainted who are involved in corporate finance
      matters to advise them of the Company’s existence and to determine if any
      companies or businesses they represent have an interest in considering a merger
      or acquisition with the Company. No assurance can be given that the Company
      will
      be successful in finding or acquiring a desirable business opportunity, given
      that limited funds are available for acquisitions, or that any acquisition
      that
      occurs will be on terms that are favorable to the Company or its stockholders.


1




The
      Company’s search is directed toward small and medium-sized enterprises which
      have a desire to become public corporations and which are able to satisfy,
      or
      anticipate in the reasonably near future being able to satisfy, the minimum
      asset and other requirements in order to qualify shares for trading on NASDAQ
      SmallCap Market or a stock exchange (See “Investigation and Selection of
      Business Opportunities”). The Company anticipates that the business
      opportunities presented to it may (i) be recently organized with no operating
      history, or a history of losses attributable to under-capitalization or other
      factors; (ii) be experiencing financial or operating difficulties; (iii) be
      in
      need of funds to develop a new product or service or to expand into a new
      market; (iv) be relying upon an untested product or marketing concept; or (v)
      have a combination of the characteristics mentioned in (i) through (iv). The
      Company intends to concentrate its acquisition efforts on properties or
      businesses that it believes to be undervalued. Given the above factors,
      investors should expect that any acquisition candidate may have a history of
      losses or low profitability.




The
      Company does not propose to restrict its search for investment opportunities
      to
      any particular geographical area or industry, and may, therefore, engage in
      essentially any business, to the extent of its limited resources. This includes
      industries such as service, finance, natural resources, manufacturing, high
      technology, product development, medical, communications and others. The
      Company’s discretion in the selection of business opportunities is unrestricted,
      subject to the availability of such opportunities, economic conditions, and
      other factors.




Any
      entity which has an interest in being acquired by, or merging into the Company,
      is expected to be an entity that desires to become a public company and
      establish a public trading market for its securities. In connection with such
      a
      merger or acquisition, it is highly likely that an amount of stock constituting
      control of the Company would be issued by the Company or purchased from the
      current principal shareholders of the Company by the acquiring entity or its
      affiliates. If stock is purchased from the current shareholders, the transaction
      is very likely to result in substantial gains to them relative to their purchase
      price for such stock. In the Company’s judgment, none of its officers and
      directors would thereby become an “underwriter” within the meaning of the
      Section 2(11) of the Securities Act of 1933, as amended. The sale of a
      controlling interest by certain principal shareholders of the Company could
      occur at a time when the other shareholders of the Company remain subject to
      restrictions on the transfer of their shares.





It
      is
      anticipated that business opportunities will come to the Company’s attention
      from various sources, including its principal shareholders, professional
      advisors such as attorneys and accountants, securities broker-dealers, venture
      capitalists, members of the financial community, and others who may present
      unsolicited proposals. The Company has no plans, understandings, agreements,
      or
      commitments with any individual for such person to act as a finder of
      opportunities for the Company.




The
      Company does not foresee that it would enter into a merger or acquisition
      transaction with any business with which its officers, directors or principal
      shareholders are currently affiliated. Should the Company determine in the
      future, contrary to foregoing expectations, that a transaction with an affiliate
      would be in the best interests of the Company and its stockholders, the Company
      is, in general, permitted by Delaware law to enter into such a transaction
      if:




1.
      The
      material facts as to the relationship or interest of the affiliate and as to
      the
      contract or transaction are disclosed or are known to the Board of Directors,
      and the Board in good faith authorizes the contract or transaction by the
      affirmative vote of a majority of the disinterested directors, even though
      the
      disinterested directors constitute less than a quorum; or




2.
      The
      material facts as to the relationship or interest of the affiliate and as to
      the
      contract or transaction are disclosed or are known to the stockholders entitled
      to vote thereon, and the contract or transaction is specifically approved in
      good faith by vote of the stockholders; or




3.
      The
      contract or transaction is fair as to the Company as of the time it is
      authorized, approved or ratified, by the Board of Directors or the stockholders.


2


**Investigation
      and Selection of Business Opportunities**




To
      a
      large extent, a decision to participate in a specific business opportunity
      may
      be made upon the principal shareholders’ analysis of the quality of the other
      company’s management and personnel, the anticipated acceptability of new
      products or marketing concepts, the merit of technological changes, the
      perceived benefit the Company will derive from becoming a publicly held entity,
      and numerous other factors which are difficult, if not impossible, to analyze
      through the application of any objective criteria. In many instances, it is
      anticipated that the historical operations of a specific business opportunity
      may not necessarily be indicative of the potential for the future because of
      the
      possible need to access capital, shift marketing approaches substantially,
      expand significantly, change product emphasis, change or substantially augment
      management, or make other changes. The Company will be dependent upon the owners
      of a business opportunity to identify any such problems which may exist and
      to
      implement, or be primarily responsible for the implementation of, required
      changes. Because the Company may participate in a business opportunity with
      a
      newly organized firm or with a firm which is entering a new phase of growth,
      it
      should be emphasized that the Company will incur further risks, because
      management in many instances will not have proved its abilities or
      effectiveness, the eventual market for such company’s products or services will
      likely not be established, and such company may not be profitable when acquired.




It
      is
      anticipated that the Company will not be able to diversify, but will essentially
      be limited to one such venture because of the Company’s limited financial
      resources. This lack of diversification will not permit the Company to offset
      potential losses from one business opportunity against profits from another,
      and
      should be considered an adverse factor affecting any decision to purchase the
      Company’s securities.




It
      is
      emphasized that the Company may effect transactions having a potentially adverse
      impact upon the Company’s shareholders pursuant to the authority and discretion
      of the Company’s management and board of directors to complete acquisitions
      without submitting any proposal to the stockholders for their consideration.
      Holders of the Company’s securities should not anticipate that the Company will
      necessarily furnish such holders, prior to any merger or acquisition, with
      financial statements, or any other documentation, concerning a target company
      or
      its business. In some instances, however, the proposed participation in a
      business opportunity may be submitted to the stockholders for their
      consideration, either voluntarily by such directors to seek the stockholders’
advice and consent or because state law so requires.




The
      analysis of business opportunities will be undertaken by or under the
      supervision of the Company’s principal shareholders, who are not professional
      business analysts. Although there are no current plans to do so, the Company
      might hire outside consultants to assist in the investigation and selection
      of
      business opportunities, and might pay a finder’s fee. Since the Company has no
      current plans to use any outside consultants or advisors to assist in the
      investigation and selection of business opportunities, no policies have been
      adopted regarding use of such consultants or advisors, the criteria to be used
      in selecting such consultants or advisors, the services to be provided, the
      term
      of service, or regarding the total amount of fees that may be paid. However,
      because of the limited resources of the Company, it is likely that any such
      fees
      the Company agrees to pay would be paid in stock and not in cash. Otherwise,
      the
      Company anticipates that it will consider, among other things, the following
      factors:




1.
      Potential for growth and profitability, indicated by new technology, anticipated
      market expansion, or new products;




2.
      The
      Company’s perception of how any particular business opportunity will be received
      by the investment community and by the Company’s stockholders;




3.
      Whether, following the business combination, the financial condition of the
      business opportunity would be, or would have a significant prospect in the
      foreseeable future of becoming sufficient to enable the securities of the
      Company to qualify for listing on an exchange or on a national automated
      securities quotation system, such as NASDAQ, so as to permit the trading of
      such
      securities to be exempt from the requirements of Rule 15c2-6 adopted by the
      Securities and Exchange Commission. See “Risk Factors—The Company Regulation of
      Penny Stocks.”




4.
      Capital requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements, or from other
      sources;


3


5.
      The
      extent to which the business opportunity can be advanced;




6.
      Competitive position as compared to other companies of similar size and
      experience within the industry segment as well as within the industry as a
      whole;




7.
      Strength and diversity of existing management, or management prospects that
      are
      scheduled for recruitment;




8.
      The
      cost of participation by the Company as compared to the perceived tangible
      and
      intangible values and potential; and




9.
      The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance, and other required items.




In
      regard
      to the possibility that the shares of the Company would qualify for listing
      on
      the NASDAQ SmallCap Market, the current standards include the requirements
      that
      the issuer of the securities satisfy, among other requirements, certain minimum
      levels of shareholder equity, market value or net income. Many of the business
      opportunities that might be potential candidates for a combination with the
      Company would not satisfy the NASDAQ SmallCap Market listing criteria.




Not
      one
      of the factors described above will be controlling in the selection of a
      business opportunity, and the Company will attempt to analyze all factors
      appropriate to each opportunity and make a determination based upon reasonable
      investigative measures and available data. Potentially available business
      opportunities 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 difficult and complex. Potential
      investors must recognize that, because of the Company’s limited capital
      available for investigation, the Company may not discover or adequately evaluate
      adverse facts about the opportunity to be acquired.




The
      Company is unable to predict when it may participate in a business opportunity.
      Prior to making a decision to participate in a business opportunity, the Company
      will generally request that it be provided with written materials regarding
      the
      business opportunity containing such items as a description of products,
      services and company history; management resumes; financial information;
      available projections, with related assumptions upon which they are based;
      an
      explanation of proprietary products and services; evidence of existing patents,
      trademarks, or services marks, or rights thereto; present and proposed forms
      of
      compensation to management; a description of transactions between such company
      and its affiliates during relevant periods; a description of present and
      required facilities; an analysis of risks and competitive conditions; a
      financial plan of operation and estimated capital requirements; audited
      financial statements, or if they are not available, unaudited financial
      statements, together with reasonable assurances that audited financial
      statements would be able to be produced within a reasonable period of time
      following completion of a merger transaction; and other information deemed
      relevant.





As
      part
      of the Company’s investigation, the Company’s principal shareholders may meet
      personally with management and key personnel, may visit and inspect material
      facilities, obtain independent analysis or verification of certain information
      provided, check references of management and key personnel, and take other
      reasonable investigative measures, to the extent of the Company’s limited
      financial resources.




It
      is
      possible that the range of business opportunities that might be available for
      consideration by the Company could be limited by the impact of Securities and
      Exchange Commission regulations regarding purchase and sale of “penny stocks.”
The regulations would affect, and possibly impair, any market that might develop
      in the Company’s securities until such time as they qualify for listing on
      NASDAQ or on another exchange which would make them exempt from applicability
      of
      the “penny stock” regulations. See “Risk Factors - Regulation of Penny Stocks.”


4




The
      Company believes that various types of potential merger or acquisition
      candidates might find a business combination with the Company to be attractive.
      These include acquisition candidates desiring to create a public market for
      their shares in order to enhance liquidity for current shareholders, acquisition
      candidates which have long-term plans for raising capital through the public
      sale of securities and believe that the possible prior existence of a public
      market for their securities would be beneficial, and acquisition candidates
      which plan to acquire additional assets through issuance of securities rather
      than for cash, and believe that the possibility of development of a public
      market for their securities will be of assistance in that process. Acquisition
      candidates which have a need for an immediate cash infusion are not likely
      to
      find a potential business combination with the Company to be an attractive
      alternative.




There
      are
      no loan arrangements or arrangements for any financing whatsoever relating
      to
      any business opportunities currently available.





**Form
      of Acquisition**




It
      is
      impossible to predict the manner in which the Company may participate in a
      business opportunity. Specific business opportunities will be reviewed as well
      as the respective needs and desires of the Company and the promoters of the
      opportunity and, upon the basis of that review and the relative negotiating
      strength of the Company and such promoters, the legal structure or method deemed
      by management to be suitable will be selected. Such structure may include,
      but
      is not limited to leases, purchase and sale agreements, licenses, joint ventures
      and other contractual arrangements. The Company may act directly or indirectly
      through an interest in a partnership, corporation or other form of organization.
      Implementing such structure may require the merger, consolidation or
      reorganization of the Company with other corporations or forms of business
      organization, and although it is likely, there is no assurance that the Company
      would be the surviving entity. In addition, the present management, board of
      directors and stockholders of the Company most likely will not have control
      of a
      majority of the voting shares of the Company following a reorganization
      transaction. As part of such a transaction, the Company’s existing management
      and directors may resign and new management and directors may be appointed
      without any vote by stockholders.




It
      is
      likely that the Company will acquire its participation in a business opportunity
      through the issuance of Common Stock or other securities of the Company.
      Although the terms of any such transaction cannot be predicted, it should be
      noted that in certain circumstances the criteria for determining whether or
      not
      an acquisition is a so-called “tax free” reorganization under the Internal
      Revenue Code of 1986, depends upon the issuance to the stockholders of the
      acquired company of a controlling interest (i.e. 80% or more) of the common
      stock of the combined entities immediately following the reorganization. If
      a
      transaction were structured to take advantage of these provisions rather than
      other “tax free” provisions provided under the Internal Revenue Code, the
      Company’s current stockholders would retain in the aggregate 20% or less of the
      total issued and outstanding shares. This could result in substantial additional
      dilution in the equity of those who were stockholders of the Company prior
      to
      such reorganization. Any such issuance of additional shares might also be done
      simultaneously with a sale or transfer of shares representing a controlling
      interest in the Company by the principal shareholders.




It
      is
      anticipated that any new securities issued in any reorganization would be issued
      in reliance upon exemptions, if any are available, from registration under
      applicable federal and state securities laws. In some circumstances, however,
      as
      a negotiated element of the transaction, the Company may agree to register
      such
      securities either at the time the transaction is consummated, or under certain
      conditions or at specified times thereafter. The issuance of substantial
      additional securities and their potential sale into any trading market that
      might develop in the Company’s securities may have a depressive effect upon such
      market.




The
      Company will participate in a business opportunity only after the negotiation
      and execution of a written agreement. Although the terms of such agreement
      cannot be predicted, generally such an agreement would require specific
      representations and warranties by all of the parties thereto, specify certain
      events of default, detail the terms of closing and the conditions which must
      be
      satisfied by each of the parties thereto prior to such closing, outline the
      manner of bearing costs if the transaction is not closed, set forth remedies
      upon default, and include miscellaneous other terms normally found in an
      agreement of that type.


5


As
      a
      general matter, the Company anticipates that it, and/or its officers and
      principal shareholders will enter into a letter of intent with the management,
      principals or owners of a prospective business opportunity prior to signing
      a
      binding agreement. Such letter of intent will set forth the terms of the
      proposed acquisition but will generally not bind any of the parties to
      consummate the transaction. Execution of a letter of intent will by no means
      indicate that consummation of an acquisition is probable. Neither the Company
      nor any of the other parties to the letter of intent will be bound to consummate
      the acquisition unless and until a definitive agreement concerning the
      acquisition as described in the preceding paragraph is executed. Even after
      a
      definitive agreement is executed, it is possible that the acquisition would
      not
      be consummated should any party elect to exercise any right provided in the
      agreement to terminate it on specified grounds.




It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial costs for accountants, attorneys
      and others. If a decision is made not to participate in a specific business
      opportunity, the costs theretofore incurred in the related investigation might
      not be recoverable. Moreover, because many providers of goods and services
      require compensation at the time or soon after the goods and services are
      provided, the inability of the Company to pay until an indeterminate future
      time
      may make it impossible to procure such goods and services.




In
      all
      probability, upon completion of an acquisition or merger, there will be a change
      in control through issuance of substantially more shares of common stock.
      Further, in conjunction with an acquisition or merger, it is likely that the
      principal shareholders may offer to sell a controlling interest at a price
      not
      relative to or reflective of a price which could be achieved by individual
      shareholders at the time.





**Investment
      Company Act and Other Regulation**





The
      Company may participate in a business opportunity by purchasing, trading or
      selling the securities of such business. The Company does not, however, intend
      to engage primarily in such activities. Specifically, the Company intends to
      conduct its activities so as to avoid being classified as an “investment
      company” under the Investment Company Act of 1940 (the “Investment Act”), and
      therefore to avoid application of the costly and restrictive registration and
      other provisions of the Investment Act, and the regulations promulgated
      thereunder.




Section
      3(a) of the Investment Act contains the definition of an “investment company,”
and it excludes any entity that does not engage primarily in the business of
      investing, reinvesting or trading in securities, or that does not engage in
      the
      business of investing, owning, holding or trading “investment securities”
(defined as “all securities other than government securities or securities of
      majority-owned subsidiaries”) the value of which exceeds 40% of the value of its
      total assets (excluding government securities, cash or cash items). The Company
      intends to implement its business plan in a manner which will result in the
      availability of this exception from the definition of “investment company.”
Consequently, the Company’s participation in a business or opportunity through
      the purchase and sale of investment securities will be limited.




The
      Company’s plan of business may involve changes in its capital structure,
      management, control and business, especially if it consummates a reorganization
      as discussed above. Each of these areas is regulated by the Investment Act,
      in
      order to protect purchasers of investment company securities. Since the Company
      will not register as an investment company, stockholders will not be afforded
      these protections.




Any
      securities which the Company might acquire in exchange for its Common Stock
      are
      expected to be “restricted securities” within the meaning of the Securities Act
      of 1933, as amended (the “Act”). If the Company elects to resell such
      securities, such sale cannot proceed unless a registration statement has been
      declared effective by the U. S. Securities and Exchange Commission or an
      exemption from registration is available. Section 4(1) of the Act, which exempts
      sales of securities not involving a distribution, would in all likelihood be
      available to permit a private sale. Although the plan of operation does not
      contemplate resale of securities acquired, if such a sale were to be necessary,
      the Company would be required to comply with the provisions of the Act to effect
      such resale.


6


An
      acquisition made by the Company may be in an industry which is regulated or
      licensed by federal, state or local authorities. Compliance with such
      regulations can be expected to be a time-consuming and expensive process.





**Competition**





The
      Company expects to encounter substantial competition in its efforts to locate
      attractive opportunities, primarily from business development companies, venture
      capital partnerships and corporations, venture capital affiliates of large
      industrial and financial companies, small investment companies, and wealthy
      individuals. Many of these entities will have significantly greater experience,
      resources and managerial capabilities than the Company and will therefore be
      in
      a better position than the Company to obtain access to attractive business
      opportunities.





**Employees**




As
      of
      July 31, 2008, the Company had no employees.




**ITEM
      1A. RISK FACTORS**




**Risk
      Factors**





***There
      are several material risks associated with the Company. You should carefully
      consider the risks and uncertainties described below, which constitute all
      of
      the material risks relating to the Company. If any of the following risks are
      realized, our business, operating results and financial condition could be
      harmed. This means investors could lose all or a part of their
      investment.***




(a)
      CONFLICTS OF INTEREST. Certain conflicts of interest may exist between the
      Company and its officers, directors and principal shareholders. They have other
      business interests to which they devote their attention, and they will devote
      little time to the business of the Company. As a result, conflicts of interest
      may arise that can be resolved only through exercise of such judgment as is
      consistent with fiduciary duties to the Company. See “Management” and “Conflicts
      of Interest.”




(b)
      NEED
      FOR ADDITIONAL FINANCING. The Company has very limited funds, and such funds
      may
      not be adequate to take advantage of any available business opportunities.
      Even
      if the Company’s funds prove to be sufficient to acquire an interest in, or
      complete a transaction with, a business opportunity, the Company may not have
      enough capital to exploit the opportunity. The ultimate success of the Company
      may depend upon its ability to raise additional capital. The Company has not
      investigated the availability, source, or terms that might govern the
      acquisition of additional capital and will not do so until it determines a
      need
      for additional financing. If additional capital is needed, there is no assurance
      that funds will be available from any source or, if available, that they can
      be
      obtained on terms acceptable to the Company. If not available, the Company’s
      operations will be limited to those that can be financed with its modest
      capital.




(c)
      REGULATION OF PENNY STOCKS. The Company’s securities may be subject to a
      Securities and Exchange Commission rule that imposes special sales practice
      requirements upon broker-dealers who sell such securities to persons other
      than
      established customers or accredited investors. For purposes of the rule, the
      phrase “accredited investors” means, in general terms, institutions with assets
      in excess of $5,000,000, or individuals having a net worth in excess of
      $1,000,000 or having an annual income that exceeds $200,000 (or that, when
      combined with a spouse’s income, exceeds $300,000). For transactions covered by
      the rule, the broker-dealer must make a special suitability determination for
      the purchaser and receive the purchaser’s written agreement to the transaction
      prior to the sale. Consequently, the rule may affect the ability of
      broker-dealers to sell the Company’s securities and also may affect the ability
      of purchasers in this offering to sell their securities in any market that
      might
      develop therefore.


7





In
      addition, the Securities and Exchange Commission has adopted a number of rules
      to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2,
      15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange
      Act
      of 1934, as amended. Because the securities of the Company may constitute “penny
      stocks” within the meaning of the rules, the rules would apply to the Company
      and to its securities. The rules may further affect the ability of owners of
      Shares to sell the securities of the Company in any market that might develop
      for them.





Shareholders
      should be aware that, according to Securities and Exchange Commission, the
      market for penny stocks has suffered in recent years from patterns of fraud
      and
      abuse. Such patterns include (i) control of the market for the security by
      one
      or a few broker-dealers that are often related to the promoter or issuer; (ii)
      manipulation of prices through prearranged matching of purchases and sales
      and
      false and misleading press releases; (iii) “boiler room” practices involving
      high-pressure sales tactics and unrealistic price projections by inexperienced
      sales persons; (iv) excessive and undisclosed bid-ask differentials and markups
      by selling broker-dealers; and (v) the wholesale dumping of the same securities
      by promoters and broker-dealers after prices have been manipulated to a desired
      level, along with the resulting inevitable collapse of those prices and with
      consequent investor losses.




(d)
      LACK
      OF OPERATING HISTORY. The majority interest in the Company was purchased in
      Octoberl 2007 for the purpose of seeking a business opportunity. Due to the
      special risks inherent in the investigation, acquisition, or involvement in
      a
      new business opportunity, the Company must be regarded as a new or start-up
      venture with all of the unforeseen costs, expenses, problems, and difficulties
      to which such ventures are subject.




(e)
      NO
      ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the Company
      will acquire a favorable business opportunity. Even if the Company should become
      involved in a business opportunity, there is no assurance that it will generate
      revenues or profits, or that the market price of the Company’s Common Stock will
      be increased thereby.




(f)
      POSSIBLE BUSINESS - NOT IDENTIFIED AND HIGHLY RISKY. The Company has not
      identified and has no commitments to enter into or acquire a specific business
      opportunity and therefore can disclose the risks and hazards of a business
      or
      opportunity that it may enter into in only a general manner, and cannot disclose
      the risks and hazards of any specific business or opportunity that it may enter
      into. An investor can expect a potential business opportunity to be quite risky.
      The Company’s acquisition of or participation in a business opportunity will
      likely be highly illiquid and could result in a total loss of investment to
      the
      Company and its stockholders if the business or opportunity proves to be
      unsuccessful. See Item 1 “Description of Business.”




(g)
      TYPE
      OF BUSINESS ACQUIRED. The type of business to be acquired may be one that
      desires to avoid effecting its own public offering and the accompanying expense,
      delays, uncertainties, and federal and state requirements which purport to
      protect investors. Because of the Company’s limited capital, it is more likely
      than not that any acquisition by the Company will involve other parties whose
      primary interest is the acquisition of control of a publicly traded company.
      Moreover, any business opportunity acquired may be currently unprofitable or
      present other negative factors.




(h)
      IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company’s limited funds and
      the lack of full-time management will likely make it impracticable to conduct
      a
      complete and exhaustive investigation and analysis of a business opportunity
      before the Company commits its capital or other resources thereto. Decisions
      will therefore likely be made without detailed feasibility studies, independent
      analysis, market surveys and the like which, if the Company had more funds
      available to it, would be desirable. The Company will be particularly dependent
      in making decisions upon information provided by the promoter, owner, sponsor,
      or others associated with the business opportunity seeking the Company’s
      participation. A significant portion of the Company’s available funds may be
      expended for investigative expenses and other expenses related to preliminary
      aspects of completing an acquisition transaction, whether or not any business
      opportunity investigated is eventually acquired.


8




(i)
      LACK
      OF DIVERSIFICATION. Because of the limited financial resources that the Company
      has, it is unlikely that the Company will be able to diversify its acquisitions
      or operations. The Company’s probable inability to diversify its activities into
      more than one area will subject the Company to economic fluctuations within
      a
      particular business or industry and therefore increase the risks associated
      with
      the Company’s operations.




(j)
      RELIANCE UPON FINANCIAL STATEMENTS. The Company generally will require audited
      financial statements from companies that it proposes to acquire. In cases where
      no audited financials are available, the Company will have to rely upon interim
      period unaudited information received from target companies’ management that has
      not been verified by outside auditors. The lack of the type of independent
      verification which audited financial statements would provide, increases the
      risk that the Company, in evaluating an acquisition with such a target company,
      will not have the benefit of full and accurate information about the financial
      condition and recent interim operating history of the target company. This
      risk
      increases the prospect that the acquisition of such a company might prove to
      be
      an unfavorable one for the Company or the holders of the Company’s securities.




Moreover,
      the Company will be subject to the reporting provisions of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), and thus will be required
      to furnish certain information about significant acquisitions, including audited
      financial statements for any business that it acquires. Consequently,
      acquisition prospects that do not have, or are unable to provide reasonable
      assurances that they will be able to obtain, the required audited statements
      would not be considered by the Company to be appropriate for acquisition so
      long
      as the reporting requirements of the Exchange Act are applicable. Should the
      Company, during the time it remains subject to the reporting provisions of
      the
      Exchange Act, complete an acquisition of an entity for which audited financial
      statements prove to be unobtainable, the Company would be exposed to enforcement
      actions by the Securities and Exchange Commission (the “Commission”) and to
      corresponding administrative sanctions, including permanent injunctions against
      the Company and its management. The legal and other costs of defending a
      Commission enforcement action would have material, adverse consequences for
      the
      Company and its business. The imposition of administrative sanctions would
      subject the Company to further adverse consequences. In addition, the lack
      of
      audited financial statements would prevent the securities of the Company from
      becoming eligible for listing on NASDAQ, or on any existing stock exchange.




Moreover,
      the lack of such financial statements is likely to discourage broker-dealers
      from becoming or continuing to serve as market makers in the securities of
      the
      Company. Without audited financial statements, the Company would almost
      certainly be unable to offer securities under a registration statement pursuant
      to the Securities Act of 1933, and the ability of the Company to raise capital
      would be significantly limited until such financial statements were to become
      available.




(k)
      OTHER
      REGULATION. An acquisition made by the Company may be of a business that is
      subject to regulation or licensing by federal, state, or local authorities.
      Compliance with such regulations and licensing can be expected to be a
      time-consuming, expensive process and may limit other investment opportunities
      of the Company.




(l)
      LIMITED PARTICIPATION OF MANAGEMENT. The Company currently has only one
      individual who is serving as its sole officer and director on a very
      limited-time basis. The Company is therefore heavily dependent upon the skills,
      talents, and abilities of the principal shareholders to implement its business
      plan. See “Management.”




(m)
      LACK
      OF CONTINUITY IN MANAGEMENT. The Company does not have any employment agreements
      with its officers and directors, and as a result, there is no assurance they
      will continue to be associated with the Company in the future. In connection
      with acquisition of a business opportunity, it is likely the current officers
      and directors of the Company may resign subject to compliance with Section
      14f
      of the Securities Exchange Act of 1934. A decision to resign will be based
      upon
      the identity of the business opportunity and the nature of the transaction,
      and
      is likely to occur without the vote or consent of the stockholders of the
      Company.


9




(n)
      NO
      INDEPENDENT AUDIT COMMITTEE OF BOARD OF DIRECTORS. The Company does not have
      an
      independent Audit Committee of its Board of Directors. The entire Board of
      Directors functions as the Company’s Audit Committee. The Sarbanes-Oxley Act of
      2002 (“Sarbanes-Oxley Act”) and rules and regulations adopted by the U.S.
      Securities and Exchange Commission Rules to implement the Sarbanes-Oxley Act
      impose certain standards on listed companies relative to the maintenance and
      operations of Board of Directors Audit Committees, including but not limited
      to
      the requirement that Audit Committees be appointed, that membership of such
      committees comprise only independent directors, that a financial professional
      be
      among the membership of such committee and that such committee be afforded
      an
      adequate operating budget and be able to employ independent professional
      advisors. The Sarbanes-Oxley Act also requires that the Audit Committee oversee
      the work of a company’s outside auditors and that the outside auditors be
      responsible to the Audit Committee. At this time, the Company is not in
      compliance with the requirements of the Sarbanes-Oxley Act as they relate to
      independent Board of Directors Audit Committees. The Company believes that
      under
      rules and regulations adopted by the U.S. Securities and Exchange Commission
      to
      implement these provisions of the Sarbanes-Oxley Act it is not required to
      comply with its requirements relating to the appointment of an Audit Committee
      of its Board of Directors and conforming with the enumerated standards and
      guidelines because the Company is not a “Listed Company” as defined therein.
      Notwithstanding, the Company may ultimately be determined not to be incompliance
      therewith and may therefore face penalties and restrictions on its operations
      until it comes into full compliance. Additionally, the Company’s failure to
      comply with the provisions of the Sarbanes-Oxley Act could preclude it from
      being listed on NASDAQ or any other stock exchanges until it can show that
      it is
      in compliance. The Company’s failure to be in compliance with the Sarbanes-Oxley
      Act could also present an impediment to a potential business combination where
      the target company intends that the Company apply for listing on NASDAQ or
      any
      other applicable stock exchanges.




(o)
      INDEMNIFICATION OF OFFICERS AND DIRECTORS. Delaware Statutes provide for the
      indemnification of its directors, officers, employees, and agents, under certain
      circumstances, against attorney’s fees and other expenses incurred by them in
      any litigation to which they become a party arising from their association
      with
      or activities on behalf of the Company. The Company will also bear the expenses
      of such litigation for any of its directors, officers, employees, or agents,
      upon such person’s promise to repay the Company therefor if it is ultimately
      determined that any such person shall not have been entitled to indemnification.
      This indemnification policy could result in substantial expenditures by the
      Company which it will be unable to recoup.




(p)
      DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the Company’s officers,
      directors and principal shareholders, the Company may be required to employ
      accountants, technical experts, appraisers, attorneys, or other consultants
      or
      advisors. The selection of any such advisors will be made by the Company without
      any input from stockholders. Furthermore, it is anticipated that such persons
      may be engaged on an “as needed” basis without a continuing fiduciary or other
      obligation to the Company. In the event the Company considers it necessary
      to
      hire outside advisors, such persons may be affiliates of the Company, if they
      are able to provide the required services.




(q)
      LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a
      business opportunity by the Company may be leveraged, i.e., the Company may
      finance the acquisition of the business opportunity by borrowing against the
      assets of the business opportunity to be acquired, or against the projected
      future revenues or profits of the business opportunity. This could increase
      the
      Company’s exposure to larger losses. A business opportunity acquired through a
      leveraged transaction is profitable only if it generates enough revenues to
      cover the related debt and expenses. Failure to make payments on the debt
      incurred to purchase the business opportunity could result in the loss of a
      portion or all of the assets acquired. There is no assurance that any business
      opportunity acquired through a leveraged transaction will generate sufficient
      revenues to cover the related debt and expenses.




(r)
      COMPETITION. The search for potentially profitable business opportunities is
      intensely competitive. The Company expects to be at a disadvantage when
      competing with many firms that have substantially greater financial and
      management resources and capabilities than the Company. These competitive
      conditions will exist in any industry in which the Company may become
      interested.


10




(s)
      NO
      FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common Stock
      and does not anticipate paying such dividends in the foreseeable future.




(t)
      LOSS
      OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may consider
      an
      acquisition in which the Company would issue as consideration for the business
      opportunity to be acquired an amount of the Company’s authorized but unissued
      Common Stock that would, upon issuance, represent the great majority of the
      voting power and equity of the Company. The result of such an acquisition would
      be that the acquired company’s stockholders and management would control the
      Company, and the Company’s board of directors and management could be replaced
      by persons unknown at this time. Such a merger would result in a greatly reduced
      percentage of ownership of the Company by its current shareholders.




(u)
      RULE
      144 SALES. The majority of the outstanding shares of Common Stock held by
      present stockholders are “restricted securities” within the meaning of Rule 144
      under the Securities Act of 1933, as amended. As restricted shares, these shares
      may be resold only pursuant to an effective registration statement or under
      the
      requirements of Rule 144 or other applicable exemptions from registration under
      the Act and as required under applicable state securities laws. Rule 144
      provides in essence that a person who has held restricted securities for one
      year may, under certain conditions, sell every three months, in brokerage
      transactions, a number of shares that does not exceed the greater of 1.0% of
      a
      company’s outstanding common stock or the average weekly trading volume during
      the four calendar weeks prior to the sale. There is no limit on the amount
      of
      restricted securities that may be sold by a nonaffiliate after the restricted
      securities have been held by the owner for a period of two years. Nonaffiliate
      shareholders who have held their shares under Rule 144 for two years are
      eligible to have freely tradable shares. A sale under Rule 144 or under any
      other exemption from the Act, if available, or pursuant to subsequent
      registration of shares of Common Stock of present stockholders, may have a
      depressive effect upon the price of the Common Stock in any market that may
      develop. All shares become available for resale (subject to volume limitations
      for affiliates) under Rule 144, one year after date of purchase subject to
      applicable volume restrictions under the Rule.




***Going
      Concern Qualification***




Our
      auditors have prepared their report on the auditied financial statements
      contained in this Annual Report on a going concern basis which contemplates
      the
      realization of assets and liquidation of liabilities in the ordinary course
      of
      business; however, currently such realization of assets and liquidation of
      liabilities are subject to significant uncertainties.




As
      shown
      in the accompanying audited financial statements, as of December 31, 2007 our
      current liabilities exceed our current assets by $11,366 and our total
      liabilities exceed our total assets by $11,366. These factors, among others,
      indicate that we may be unable to continue existence. The financial statements
      do not include any adjustments relating to the recoverability and classification
      of recorded asset amounts or the amounts and classification of liabilities
      that
      might be necessary should the we be unable to continue in
      existence.




The
      appropriateness by the Company of continuing to use the aforementioned basis
      of
      accounting is dependent upon, among other things, the ability to maintain and
      increase existing credit facilities or raise additional capital.




**No
      Rights of Dissenting Shareholders**





The
      Company does not intend to provide Company shareholders with complete disclosure
      documentation including audited financial statements, concerning a possible
      target company prior to acquisition, because Delaware law vests authority in
      the
      Board of Directors to decide and approve matters involving acquisitions within
      certain restrictions. Any transaction would be structured as an acquisition,
      not
      a merger, with the Registrant being the parent company and the acquiree being
      merged into a wholly owned subsidiary.


11





**ITEM
      1B. UNRESOLVED STAFF COMMENTS**




None.




**ITEM
      2.**  **PROPERTIES.**




As
      of
      July 31, 2008, the Company did not own or lease any properties.




**ITEM
      3.**  **LEGAL PROCEEDINGS**




As
      of
      July 31, 2008, the Company was not a party to any pending or threatened legal
      proceedings.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




On
      March
      10, 2008, the Board of Directors of the Company unanimously adopted the
      following resolutions:





1)  
      To seek stockholder approval to an amendment to the Company's Articles of
      Incorporation to increase the Company's authorized capital to 120,000,000 shares
      comprising 100,000,000 shares of Common Stock par value $.0001 per share and
      20,000,000 shares of Preferred Stock par value $0.0001 per share;
      and





2)  
      To seek stockholder approval to amend the Company's Certificate of Incorporation
      to effect a reverse stock split of the Company's Common Stock.





Thereafter,
      on March 10, 2008, pursuant to the By-Laws of the Company and applicable
      Delaware law, a principal stockholder of the Company holding 13,940,000 shares
      of Common Stock, representing approximately 67.5% of the total issued and
      outstanding Common Stock, adopted a resolution to authorize the Board of
      Directors (1) to amend the Company's Articles of Incorporation to increase
      the
      Company's authorized capital to 120,000,000 shares comprising 100,000,000 shares
      of Common Stock par value $.0001 per share and 20,000,000 shares of Preferred
      Stock par value $0.0001 per share; and (2) in its sole discretion, to effect
      a
      reverse split of the Company's Common Stock based upon a ratio of not less
      than
      one-for-10 nor more than one-for-52 1/2 shares at any time prior to March 10,
      2009. In addition, notwithstanding approval of this proposal by the
      stockholders, the Board of Directors may, in its sole discretion, determine
      not
      to effect, and abandon, the reverse stock split without further action by our
      stockholders.





An
      Information Statement detailing this action was mailed to all stockholders
      of
      the Company on or about March 27, 2008 and the action became effective twenty
      (20) days following the date of mailing. The Company filed a Certificate of
      Amendment of its Certificate of Incorporation with the Delaware Secretary of
      State on June 13, 2008 which amended the Company's Articles of Incorporation
      to
      increase the Company's authorized capital to 120,000,000 shares comprising
      100,000,000 shares of Common Stock par value $.0001 per share and 20,000,000
      shares of Preferred Stock par value $0.0001 per share. As of this date, the
      Company’s board of directors has taken no action to implement the authorized
      reverse stock split.





Other
      than the aforementioned actions, no matters were submitted to a vote or for
      the
      written consent of security shareholders, through the solicitation of proxies
      or
      otherwise, during fiscal year 2008, and no meeting of shareholders was
      held.


12




**PART
      II.**




**ITEM
      5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL
      BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES**




**Market
      Price**




Our
      common stock is quoted on OTC Bulletin Board, under the trading symbol
“BLKC.OB”. The market for our stock is highly volatile. We cannot assure you
      that there will be a market in the future for our common stock. The OTC Bulletin
      Board securities are not listed and traded on the floor of an organized national
      or regional stock exchange. Instead, OTC Bulletin Board securities transactions
      are conducted through a telephone and computer network connecting dealers in
      stocks. OTC Bulletin Board stocks are traditionally smaller companies that
      do
      not meet the financial and other listing requirements of a regional or national
      stock exchange.




The
      following table shows the high and low prices of our common shares on the OTC
      Bulletin Board for each quarter since our common stock began to trade on the
      OTC
      Bulletin Board on February 26, 2007. The following quotations reflect
      inter-dealer prices, without retail mark-up, mark-down or commission and may
      not
      necessarily represent actual transactions:


**Period**
              
              **High**
              
              **Low**February
                  26, 2007 – April 30, 2007
              
              
              N/A
              
              
              N/AMay
                  1, 2007 – July 31, 2007
              
              $
              0.75
              
              $
              0.235August
                  1, 2007-October 31, 2007
              
              $
              0.85
              
              $
              0.20November
                  1, 2007-January 31, 2008
              
              $
              0.85
              
              $
              0.85February
                  1, 2008-April 30, 2008
              
              $
              0.85
              
              $
              0.05May
                  1, 2008-July 31, 2008
              
              $
              0.09
              
              $
              0.09





**Options
      and Warrants**




None
      of
      the shares of our common stock are subject to outstanding options or warrants.




**Notes
      Payable**




At
      July
      31, 2008, the Company had loans and notes outstanding from a shareholder in
      the
      aggregate amount of $22,371, which represents amounts loaned to the Company
      to
      pay the Company’s expenses of operation. On April 30, 2008, a shareholder
      payable was exchanged for a promissory note with a principal balance of $8,014
      due and payable on April 30, 2009. On July 31, 2008, a shareholder payable
      was
      exchanged for a promissory note with a principal balance of $14,357 due and
      payable on July 31, 2009.





**Status
      of Outstanding Common Stock**




As
      of
      July 31, 2008, we had a total of 20,640,250 shares of our common stock
      outstanding. Of these shares, 16,400,000 are held by “affiliates” of the Company
      and the remaining shares are either registered or may be transferred subject
      to
      the requirements of Rule 144. We have not agreed to register any additional
      outstanding shares of our common stock under the Securities Act.




**Holders**




We
      have
      issued an aggregate of 20,640,000 shares of our common stock to approximately
      42
      record holders.


13




**Dividends**




We
      have
      not paid any dividends to date, and have no plans to do so in the immediate
      future.




**Recent
      Sales of Unregistered Securities**




None.




**Purchases
      of Equity Securities**




The
      Company has never purchased nor does it own any equity securities of any other
      issuer.




**ITEM
      6.**  **SELECTED FINANCIAL DATA**




**Year
      Ended**




**7/31/08**
              
              **7/31/07**
              
              **7/31/06**
              
              **7/31/05**Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Net
                  Income (Loss)
              
              $
              (14,357
              )
              $
              (42,764
              )
              $
              (6,201
              )
              $
              (2,665
              )Net
                  Income (Loss) Per Share, Basic and Diluted
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Weighted
                  Average No. Shares, Basic and Diluted
              
              
              20,640,250
              
              
              20,640,000
              
              
              20,415,000
              
              
              20,400,000Stockholders’
                  Equity (Deficit)
              
              $
              (22,371
              )
              $
              (4,610
              )
              $
              31,199
              
              $
              (3,700
              )Total
                  Assets
              
              $
              -
              
              $
              5,830
              
              $
              40,920
              
              $
              -Total
                  Liabilities
              
              $
              22,371
              
              $
              10,445
              
              $
              9,721
              
              $
              3,700




**ITEM 7.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND** **RESULTS OF
                OPERATION**




**Overview**




Blink
      Couture, Inc. (the “Company”) was incorporated in Delaware on October 23, 2003
      as Fashionfreakz International, Inc. and changed its name to Blink Couture,
      Inc.
      on December 2, 2005. The Company does not have any subsidiaries. The Company’s
      business plan was to create and conduct an online fashion business, however,
      the
      Company never generated any meaningful revenues, On March 4, 2008, the Company
      discontinued its prior business and changed its business plan.





The
      Company’s current business plan is to seek, investigate, and, if warranted,
      acquire one or more properties or businesses, and to pursue other related
      activities intended to enhance shareholder value. The acquisition of a business
      opportunity may be made by purchase, merger, exchange of stock, or otherwise,
      and may encompass assets or a business entity, such as a corporation, joint
      venture, or partnership. The Company has limited capital, and it is unlikely
      that the Company will be able to take advantage of more than one such business
      opportunity. The Company intends to seek opportunities demonstrating the
      potential of long-term growth as opposed to short-term earnings.


14





***Results
      of Operations***




***Liquidity
      and Capital Resources***




As
      of
      July 31, 2008, we had no cash,a working capital deficit of **** $22,371
      and an accumulated deficit during the development stage of $96,097 through
      July
      31, 2008. Our operating activities used $39,883 in cash for the fiscal year
      period ended July 31, 2008, while our operations used $55,473 cash in the fiscal
      year ended July 31, 2007. The decrease in uses of operating cash was primarily
      attributable to the cessation of the Company’s prior online retailing business.
      We received $0.00 in revenue during the fiscal year ended July 31,
      2008.




Management
      believes that the Company will require a cash infusion of at least $25,000
      for
      the next twelve months. Historically,
      we have depended on loans from our principal shareholders and their affiliated
      companies (to provide us with working capital as required. There is no guarantee
      that such funding will be available when required and there can be no assurance
      that our stockholders, or any of them, will continue making loans or advances
      to
      us in the future.




At
      July
      31, 2008, the Company had loans and notes outstanding from certain shareholders
      in the aggregate amount of $22,371, which represents amounts loaned to the
      Company to pay the Company’s operating expenses. $8,014 of this amount is
      evidenced by a promissory note bearing interest at a rate of 6% per annum which
      matures on April 30, 2009 and $14,357 of this amount is evidenced by a
      promissory note bearing interest at a rate of 6% per annum which matures on
      July
      31, 2009.




***Twelve
      Months Ended July 31, 2008 Compared to July 31, 2007***




The
      following table summarizes the results of our operations during the fiscal
      years
      ended July 31, 2008 and 2007, respectively, and provides information regarding
      the dollar and percentage increase or (decrease) from the current 12-month
      period to the prior 12-month period:




**Line
                Item**
            
            **7/31/08**
              **(audited)**
            
            **7/31/07**
              **(audited)**
            
            **Increase**
              **(Decrease)**
            
            **Percentage**
              **Increase**
              **(Decrease)**Revenues
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            0.0
            %Operating
                Expenses
            
            
            41,392
            
            
            42,764
            
            
            (1,372
            )
            
            (3.2
            )%Net
                (loss)
            
            
            (41,392
            )
            
            (42,764
            )
            
            (1,372
            )
            
            (3.2
            )%Loss
                per share of common stock
            
            
            0.00
            
            
            0.00
            
            
            0.00
            
            
            0.0
            %





We
      recorded a net loss of $41,392 for the fiscal year ended July 31, 2008 as
      compared with a net loss of $42,764 for the fiscal year ended July 31, 2007.
      There were no material changes in any expense categories.




***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 or capital
      expenditures or capital resources that is material to an investor in our
      securities.




***Seasonality***




Our
      operating results are not affected by seasonality.




15


***Inflation***




Our
      business and operating results are not affected in any material way by
      inflation.




***Critical
      Accounting Policies***




The
      Securities and Exchange Commission issued Financial Reporting Release No. 60,
      "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
      suggesting that companies provide additional disclosure and commentary on their
      most critical accounting policies. In Financial Reporting Release No. 60, the
      Securities and Exchange Commission has defined the most critical accounting
      policies as the ones that are most important to the portrayal of a company's
      financial condition and operating results, and require management to make its
      most difficult and subjective judgments, often as a result of the need to make
      estimates of matters that are inherently uncertain. The nature of our business
      generally does not call for the preparation or use of estimates. Due to the
      fact
      that the Company does not have any operating business, we do not believe that
      we
      do not have any such critical accounting policies.




I**TEM
      7A.****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 information required by this Item.




**ITEM
      8.**   **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**




Set
      forth
      below are the audited financial statements for the Company for the fiscal years
      ended July 31, 2008 and 2007 and the reports thereon of Paritz & Co, PA and
      Manning Elliott LLP Chartered Accountants.




16




**Paritz
                & Company, P.A.**
            15
                Warren Street, Suite 25
              Hackensack,
                New Jersey 07601
              (201)342-7753
              Fax:
                (201) 342-7598
              E-Mail:
                paritz @paritz.comCertified
                Public Accountants




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors


Blink
      Couture, Inc.


(A
      Development Stage Company)


Santa
      Monica, California




We
      have
      audited the accompanying balance sheet **** of
      Blink
      Couture, Inc. (A Development Stage **** Company) **** as
      of
      July 31, 2008 and the related statements of operations, changes in stockholders‘
deficiency and cash flows for the year ended July 31, 2008 and the period from
      inception (October 23, 2003) to July 31, 2008. These financial statements are
      the responsibility of the Company's management. Our responsibility is to express
      an opinion on these financial statements based on our audit. The financial
      statements of Blink Couture, Inc. as of July 31, 2007 were audited by other
      auditors whose report dated September 25, 2007 expressed an unqualified opinion
      on those statements.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the 2008 financial statement referred to above presents fairly, in
      all
      material respects, the financial position of BlinkCouture, Inc. as of July
      31,
      2008 and the results of its operations and its cash flows for the period from
      inception (October 23, 2003) to July 31, 2008 in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has suffered recurring net losses
      and as of July 31, 2008 its current liabilities and total liabilities exceeded
      its current assets and total assets by $22,371. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




*/s/
                Paritz & Co , P.A*Hackensack,
                New JerseyOctober
                21, 2008


17










Report
      of
      Independent Registered Public Accounting Firm





To
      the
      Directors and Stockholders


Blink
      Couture Inc.


(A
      Development Stage Company)




We
      have
      audited the accompanying balance sheet of Blink Couture Inc. (A Development
      Stage Company) as of July 31, 2007, and the related statements of
      operations, cash flows and stockholders' equity for the year then ended and
      accumulated from October 23, 2003 (Date of Inception) to July 31, 2007. These
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audit provides a reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Blink Couture Inc. (A Development
      Stage Company) as of July 31, 2007, and the results of its operations and its
      cash flows for the year then ended and accumulated from October 23, 2003 (Date
      of Inception) to July 31, 2007 in conformity with accounting principles
      generally accepted in the United States.




The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 4 to the financial statements,
      the Company has not generated any revenues and has incurred operating losses
      since inception. These factors raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plans in regard to these
      matters are also discussed in Note 1. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





/s/
                MANNING ELLIOTT LLPCHARTERED
                ACCOUNTANTSVancouver,
                CanadaSeptember
                25, 2007


18




**Blink
      Couture, Inc.**




**(A
      Development Stage Company)**


**Balance
      Sheets**




**July 31, 2008**
              **(audited**
            
            **July 31, 2007**
              **(audited)****ASSETS****Current
                assets**Cash
            
            $
            -
            
            $
            2,604Prepaid
                Expense
            
            
            -
            
            
            1,082Inventory
            
            
            -
            
            
            1,482**Total
                Current Assets**
            
            
            -
            
            
            5,168**Property
                and equipment**
            
            
            -
            
            
            662**TOTAL
                ASSETS**
            
            $
            -
            
            $
            5,830**LIABILITIES &
                STOCKHOLDERS’ EQUITY****Current
                liabilities**Accounts
                payable
            
            $
            -
            
            $
            1,717Due
                to Related Parties
            
            
            22,371
            
            
            8,728**Total
                liabilities**
            
            
            22,371
            
            
            10,445**Stockholders’
                equity (deficit)**Preferred
                stock, par value $0.0001, 20,000,000 shares authorized, no shares
                issued
                and outstanding at July 31, 2008 and July 31, 2007,
                respectively
            
            
            -
            
            
            -Common
                stock, par value $0.0001, 100,000,000 shares authorized, 20,640,250
                shares
                issued and outstanding at July 31, 2008 and July 31, 2007,
                respectively
            
            
            2,064
            
            
            2,064Additional
                Paid-in Capital
            
            
            71,662
            
            
            48,026Deficit
                Accumulated During the Development Stage
            
            
            (96,097
            )
            
            (54,705
            )**Total
                stockholders’ equity (deficit)**
            
            
            (22,371
            )
            
            (4,615
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)**
            
            $
            -
            
            $
            5,830




*The
      accompanying notes are an integral part of these consolidated financial
      statements*


19


**Blink
      Couture, Inc.**




**(A
      Development Stage Company)**


**Statements
      of Operations**




**Year Ended July 31,**
              
              **Accumulated from**
                **October 23, 2003**
                **(Date of Inception)****2008**
              
              **2007**
              
              **to July 31, 2008****Revenue**
              
              $
              -
              
              $
              -
              
              $
              -Expenses:Amortization
              
              
              662
              
              
              79
              
              
              741General
                  and administrative
              
              
              12,067
              
              
              6,729
              
              
              22,930Management
                  fees
              
              
              17,700
              
              
              2,400
              
              
              27,500Marketing
              
              
              -
              
              
              11,192
              
              
              11,162Professional
                  fees
              
              
              10,763
              
              
              21,964
              
              
              32,967Rent
              
              
              200
              
              
              400
              
              
              767Total
                  operating expenses
              
              
              41,392
              
              
              42,764
              
              
              96,097**Net
                  loss**
              
              $
              (41,392
              )
              $
              (42,764
              )
              $
              (96,097
              )**Net
                  loss per common share, basic and diluted**
              
              $
              -
              
              $
              -
              
              $Weighted
                  average number of common shares, basic and diluted
              
              
              20,640,250
              
              
              20,640,000




*The
      accompanying notes are an integral part of these consolidated financial
      statements*


20




**Blink
      Couture, Inc.**




**(A
      Development Stage Company)**


**Statements
      of Cash Flows**




**Year Ended July 31,**
              
              **Accumulated from**
                **October 23, 2003**
                **(Date of Inception)****2008**
              
              **2007**
              
              **to July 31, 2008****Cash
                  flows relating to operating activities**Net
                  loss
              
              $
              (41,392
              )
              $
              (42,764
              )
              $
              (96,097
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Amortization
              
              
              662
              
              
              79
              
              
              741Change
                  in operating assets and liabilities:Prepaid
                  expense
              
              
              1,082
              
              
              (1,082
              )
              
              -Inventory
              
              
              1,482
              
              
              (1,482
              )
              
              -Accounts
                  payable
              
              
              (1,717
              )
              
              (306
              )
              
              -Net
                  cash used in operating activities
              
              
              (39,883
              )
              
              (45,555
              )
              
              (95,356
              )**Cash
                  flows relating to investing activities**Purchase
                  of property and equipment
              
              
              -
              
              
              (741
              )
              
              —Net
                  cash used in investing activities
              
              
              -
              
              
              (741
              )
              
              (741
              )**Cash
                  flows relating to financing activities**Due
                  to related parties
              
              
              13,643
              
              
              1,030
              
              
              22,371Shares
                  issued for services
              
              
              -
              
              
              300
              
              
              300Donated
                  capital
              
              
              23,636
              
              
              -
              
              
              23,636Proceeds
                  from issuance of common stock
              
              
              -
              
              
              6,650
              
              
              49,790Net
                  cash provided by financing activities
              
              
              37,279
              
              
              7,980
              
              
              96,097**Increase
                  (decrease) in cash**
              
              
              (2,604
              )
              
              (38,316
              )
              
              -**Cash,
                  beginning of period**
              
              
              2,604
              
              
              40,920
              
              
              -**Cash,
                  end of period**
              
              $
              -
              
              $
              2,604
              
              $
              -**Supplemental
                  Disclosure of Cash Flow Information**Cash
                  paid during the period for interest
              
              $
              -
              
              $
              -Cash
                  paid during the period for income taxes
              
              
              -
              
              
              -




*The
      accompanying notes are an integral part of these consolidated financial
      statements*




21


**Blink
      Couture Inc.**





**(A
      Development Stage Company)**





**Statement
      of Stockholders’ Equity**




DeficitAccumulatedAdditional
              
              During
                  theCommon
              
              
              
              Paid-in
              
              DevelopmentStock
              
              Amount
              
              Capital
              
              Stage
              
              Total#
              
              $
              
              $
              
              $
              
              $Balance –
                  October 23, 2003 (Date of    Inception)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -October
                  25, 2003 – issue of common stock for services at $0.0001 per
                  share
              
              
              2,400,000
              
              
              240
              
              
              -
              
              
              -
              
              
              240July
                  25, 2004 – issue of common stock for services at $0.0001 per
                  share
              
              
              18,000,000
              
              
              1,800
              
              
              -
              
              
              -
              
              
              1,800Net
                  loss for the period
              
              
              –
              
              
              –
              
              
              –
              
              
              (3,075
              )
              
              (3,075
              )Balance –
                  July 31, 2004
              
              
              20,400,000
              
              
              2,040
              
              
              -
              
              
              (3,075
              )
              
              (1,035
              )Net
                  loss for the year
              
              
              –
              
              
              –
              
              
              –
              
              
              (2,665
              )
              
              (2,665
              )Balance –
                  July 31, 2005
              
              
              20,400,000
              
              
              2,040
              
              
              -
              
              
              (5,740
              )
              
              (3,700
              )June
                  23, 2006 – issue of common stock for cash at $0.20 per share
              
              
              134,000
              
              
              13
              
              
              26,787
              
              
              -
              
              
              26,800July
                  26, 2006 – issue of common stock for cash at $0.20 per share
              
              
              71,000
              
              
              7
              
              
              14,193
              
              
              
              
              
              14,200July
                  26, 2006 – issue of common stock for services at $0.20 per share
              
              
              500
              
              
              1
              
              
              99
              
              
              -
              
              
              100Net
                  loss for the year
              
              
              –
              
              
              –
              
              
              –
              
              
              (6,201
              )
              
              (6,201
              )Balance –
                  July 31, 2006
              
              
              20,605,500
              
              
              2,061
              
              
              41,079
              
              
              (11,941
              )
              
              31,199August
                  23, 2006 – issue of common stock for cash at $0.20 per share
              
              
              31,250
              
              
              3
              
              
              6,247
              
              
              -
              
              
              6,250August
                  23, 2006 – issue of common stock for services at $0.20 per share
              
              
              1,000
              
              
              -
              
              
              200
              
              
              -
              
              
              200September
                  01, 2006 – issue of common stock for cash at $0.20 per share
              
              
              2,000
              
              
              -
              
              
              400
              
              
              -
              
              
              400September
                  01, 2006 – issue of common stock for services at $0.20 per share
              
              
              500
              
              
              -
              
              
              100
              
              
              -
              
              
              100Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              (42,764
              )
              
              (42,764
              )Balance –
                  July 31, 2007
              
              
              20,640,250
              
              
              2,064
              
              
              48,026
              
              
              (54,705
              )
              
              (4,615
              )Donated
                  capital
              
              
              —
              
              
              —
              
              
              23,636
              
              
              —
              
              
              23,636Net
                  loss for the year
              
              
              –
              
              
              –
              
              
              –
              
              
              (41,392
              )
              
              (41,392
              )Balance –
                  July 31, 2008
              
              
              20,640,250
              
              
              2,064
              
              
              71,662
              
              
              (96,097
              )
              
              (22,371
              )




*The
      accompanying notes are an integral part of these consolidated financial
      statements*




22





**BLINK
      COUTURE, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**July
      31, 2008**





***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**





The
      financial statements have been prepared using the accrual basis of accounting.
      Under the accrual basis of accounting, revenues are recorded as earned and
      expenses are recorded at the time liabilities are incurred. The Company has
      adopted a July 31, year-end.





**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.





**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**





In
      February, 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock. SFAS No. 128
      supersedes the provisions of APB No. 15, and requires the presentation of basic
      earnings (loss) per share and diluted earnings (loss) per share.





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.




23





**BLINK
      COUTURE, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**July
      31, 2008**




**F.
      INCOME TAXES**





Income
      taxes are provided in accordance with Statement of Financial Accounting
      Standards No. 109 (SFAS 109), Accounting for Income Taxes. 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.
      RECENT ACCOUNTING PROOUNCEMENTS**





As
      of
      January 1, 2006, SFAS No. 123R, *Share-Based
      Payment* ,
      became
      effective for all companies and addresses the accounting for share-based payment
      transactions. SFAS No. 123R eliminates the ability to account for
      share-based compensation transactions using APB No. 25, and generally
      requires instead that such transactions be accounted and recognized in the
      statement of operations based on their fair value. The Company does not maintain
      a stock option plan and, therefore, this pronouncement has no impact on these
      financial statements.





In
      September 2006, the FASB issued SFAS No. 157 (“SFAS 157”),
“ *Fair
      Value Measurements”* .
      SFAS 157 defines fair value, establishes a framework for measuring fair
      value under GAAP, and expands disclosures about fair value measurements. This
      statement is effective for financial statements issued for fiscal years
      beginning after November 15, 2007. In February 2008, the FASB agreed to
      delay the effective date of SFAS 157 for all non-financial assets and
      non-financial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis, to fiscal years
      beginning after November 15, 2008. As of December 31, 2007, the
      Company’s fair values of its financial assets and liabilities, which consist of
      cash and cash equivalents, approximate their carrying amount due to the short
      period of time to maturity.





In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”),
“ *The
      Fair Value Option for Financial Assets and Financial Liabilities —
Including an Amendment of FASB Statement No. 115”* .
      This
      statement provides companies with an option to measure, at specified election
      dates, many financial instruments and certain other items at fair value that
      are
      not currently measured at fair value. A company that adopts SFAS 159 will
      report unrealized gains and losses on items for which the fair value option
      has
      been elected in earnings at each subsequent reporting date. This statement
      also
      establishes presentation and disclosure requirements designed to facilitate
      comparisons between entities that choose different measurement attributes for
      similar types of assets and liabilities. This statement is effective for fiscal
      years beginning after November 15, 2007. The Company is currently
      evaluating the effect that the adoption of SFAS 159 will have on its
      results of operations and financial position.


24




In
      December 2007, FASB issued SFAS No. 160 (“SFAS 160”), *“Interests
      in Consolidated Financial Statements — an amendment of ARB
      No. 51”* ,
      which
      impacts the accounting for minority interest in the consolidated financial
      statements of filers. The statement requires the reclassification of minority
      interest to the equity section of the balance sheet and the results from
      operations attributed to minority interest to be included in net income. The
      related minority interest impact on earnings would then be disclosed in the
      summary of other comprehensive income. The statement is applicable for all
      fiscal years beginning on or after December 15, 2008 and earlier adoption
      is prohibited. The adoption of this standard will require prospective treatment.
      The Company is currently evaluating the effect that the adoption of
      SFAS 160 will have on its results of operations and financial position.
      However, the adoption of SFAS 160 is not expected to have a material impact
      on the Company’s financial statements.




In
      December 2007, FASB issued SFAS No. 141R (“SFAS 141R”), *“Business
      Combinations* ”,
      which
      impacts the accounting for business combinations. The statement requires changes
      in the measurement of assets and liabilities required in favor of a fair value
      method consistent with the guidance provided in SFAS 157 (see above).
      Additionally, the statement requires a change in accounting for certain
      acquisition related expenses and business adjustments which no longer are
      considered part of the purchase price. Adoption of this standard is required
      for
      fiscal years beginning after December 15, 2008. Early adoption of this
      standard is not permitted. The statement requires prospective application for
      all acquisitions after the date of adoption. The Company is currently evaluating
      the effect that the adoption of SFAS 141R will have on its results of
      operations and financial position. However, the adoption of SFAS 141R is not
      expected to have a material impact on the Company’s financial statements.





In
      April
      2008, the FASB issued FSP FAS 142-3, “ *Determination
      of the Useful Life of Intangible Assets* ”.
      This
      guidance is intended to improve the consistency between the useful life of
      a
      recognized intangible asset under SFAS No. 142, “ *Goodwill
      and Other Intangible Assets* ”,
      and
      the period of expected cash flows used to measure the fair value of the asset
      under SFAS No. 141R when the underlying arrangement includes renewal or
      extension of terms that would require substantial costs or result in a material
      modification to the asset upon renewal or extension. Companies estimating the
      useful life of a recognized intangible asset must now consider their historical
      experience in renewing or extending similar arrangements or, in the absence
      of
      historical experience, must consider assumptions that market participants would
      use about renewal or extension as adjusted for SFAS No. 142’s entity-specific
      factors. This standard is effective for fiscal years beginning after December
      15, 2008, and is applicable to the Company’s fiscal year beginning January 1,
      2009. The Company does not anticipate that the adoption of this FSP will have
      an
      impact on its results of operations or financial condition





***Stock
      Based Compensation***





The
      Company has adopted SFAS 123 (R) " *Share-Based
      Payment* ",
      which
      addresses the accounting for share-based payment transactions. SFAS No. 123(R)
      eliminates the ability to account for share-based compensation transactions
      using APB 25, and generally requires instead that such transactions be accounted
      and recognized in the statement of operations based on their fair value. SFAS
      No. 123(R) is effective for public companies that file as small business issuers
      as of the first interim or annual reporting period that begins after December
      15, 2005. Depending upon the number of and terms for options that may be granted
      in future periods, the implementation of this standard could have a significant
      non-cash impact on results of operations in future periods.


25




During
      the years ended December 31, 2007 and 2006, there were no stock options granted
      or outstanding.




***NOTE
      3. WARRANTS AND OPTIONS***





There
      are
      no warrants or options outstanding to acquire any additional shares of common
      or
      preferred stock.





***NOTE
      4. 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 $96,097
      during the period of October 23, 2003 (inception) to July 31, 2008. This
      condition raises 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.





***NOTE
      5. RELATED PARTY TRANSACTIONS***





At
      July
      31, 2008, the Company had loans and notes outstanding from Fountainhead Capital
      Management Limited (“FHM”), a shareholder who owns 67.54% of the issued and
      outstanding shares of common stock of the Company, in the aggregate amount
      of
      $22,371, which represents amounts loaned to the Company to pay the Company’s
      expenses of operation. On April 30, 2008, a shareholder payable to FHM was
      exchanged for a promissory note with a principal balance of $8,014 due and
      payable on April 30, 2009. On July 31, 2008, a shareholder payable to FHM was
      exchanged for a promissory note with a principal balance of $14,357 due and
      payable on July 31, 2009.


26


**BLINK
      COUTURE, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**July
      31, 2008**





***NOTE
      5. RELATED PARTY TRANSACTIONS (CON’T)***





Effective
      as of March 5, 2008, the Company entered into a Services Agreement with FHM.
      The
      term of the Services Agreement is one year and the Company is obligated to
      pay
      FHM a quarterly fee in the amount of $10,000, in cash or in kind, on the first
      day of each calendar quarter commencing February 1, 2008. A prorated amount
      of
      $6,500 was paid for the quarter ended April 30, 2008.





**** ***NOTE
      6. 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 $96,000. The expected income tax benefit
      for the net operating loss carryforwards is approximately $34,000. 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.




As
      of
      July 31, 2008, net operating loss carryforwards of approximately $96,000 are
      available to offset future taxable income, if any, and expire as follows:





YEAR
            
            AMOUNT2025
                and prior
            
            $
            3,0002026
            
            $
            15,0002027
            
            
            15,000




This
      results in a net deferred tax asset, assuming an effective tax rate of 34%
      or
      approximately $865,000 at December 31, 2007. 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
      7. STOCKHOLDERS' EQUITY***





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of July 31, 2008:





*
            Preferred
                stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares
                issued
                and outstanding.





*
            Common
                stock, $0.0001 par value: 100,000,000 shares authorized; 20,640,250
                shares
                issued and outstanding.


27


**ITEM 9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON** **ACCOUNTING
                AND FINANCIAL DISCLOSURE**




None.




**ITEM
                9A(T).**
            **CONTROLS
                AND PROCEDURES.**




***Evaluation
      of Disclosure Controls and Procedures***





The
      Company’s Chief Executive Officer and Chief Financial Officer performed an
      evaluation of the Company’s disclosure controls and procedures. 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 Securities Exchange Act of 1934
      is
      accumulated and communicated to the issuer’s management, including its Chief
      Executive Officer and Chief Financial Officer, as appropriate to allow timely
      decisions regarding required disclosure. Based on this evaluation, the Chief
      Executive Officer and Chief Financial Officer have concluded that the Company’s
      disclosure controls and procedures are effective as of July 31,
      2008.





***Management’s
      Annual Report on Internal Control over Financial
      Reporting***





**BLINK
      COUTURE, INC.**





**REPORT
      OF MANAGEMENT**





Management
      prepared, and is responsible for, the financial statements and the other
      information appearing in this annual report. The financial statements present
      fairly the Company’s financial position, results of operations and cash flows in
      conformity with U.S. generally accepted accounting principles. In preparing
      its
      financial statements, the Company includes amounts that are based on estimates
      and judgments that Management believes are reasonable under the circumstances.
      The Company’s financial statements have been audited by Paritz & Co., P.A.,
      an independent registered public accounting firm appointed by the Company’s
      Board of Directors. Management has made available to Paritz & Co., P.A., all
      of the Company’s financial records and related data, as well as the minutes of
      the stockholders’ and Directors’ meetings.





**MANAGEMENT’S
      ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting. The Company’s internal control system was designed to
      provide reasonable assurance to the Company’s Management and Directors regarding
      the preparation and fair presentation of published financial
      statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Management
      assessed the effectiveness of the Company’s internal control over financial
      reporting as of July 31, 2008. This assessment was based on criteria established
      in *Internal
      Control—Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
      Based on our assessment, we believe that as of July 31, 2008 the Company’s
      internal control over financial reporting is effective based on those
      criteria.




*/S/    Thomas
                W. Colligan*Thomas
                W. ColliganChief
                Executive Officer




28







***Changes
      in Internal Control over Financial Reporting***





There
      were no changes in the Company’s internal controls over financial reporting
      during the fiscal year ended July 31, 2008 that materially affected, or are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.




**ITEM
      9B.****OTHER
      INFORMATION**





None





**PART
      III.**





**ITEM
      10.**   **DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**




Set
      forth
      below is the name of our sole director and executive officer, his age, all
      positions and offices that he held with us, the period during which he has
      served as such, and his business experience during at least the last five
      years.




**Name**
            
            **Age**
            
            **Positions
                Held**Thomas
                W. Colligan
            
            36
            
            CEO,
                CFO
              President,Treasurer
              and
                Secretary since 2007





***Thomas
      W. Colligan*** has been
      our director, chief executive officer, chief financial officer, president,
      treasurer and secretary since October 2007. He is also currently the business
      development manager of Adventist Healthcare, Inc. and has held such position
      since June 2005. Mr. Colligan has also been an adjunct professor of psychology
      at Montgomery College, Maryland, since 2003 and a Group Psychotherapist with
      J&E Associates in Maryland since November 2001. Mr. Colligan holds a Masters
      Degree in Social Work and specializes in the delivery of quality behavioral
      healthcare to individuals and groups. Prior to joining Adventist, Mr. Colligan’s
      work focused on the investigation and analysis of clinical data relating to
      behavioral health through his work as a Clinical Research Coordinator and
      Psychotherapist with the Centers for Behavioral Health in Maryland. Mr. Colligan
      has also co-authored three works: “Understanding Workplace Stress - Journal of
      Workplace Behavioral Health;” “Measuring cultural climate in a uniformed
      services medical center, *Military
      Medicine* ,
      164(3),
      202-208;” and “Spouse abuse: Physician guidelines to identification, diagnosis,
      and management in the uniformed services, *Military
      Medicine* ,
      164(1),
      30-36.” Mr. Colligan is currently an MBA candidate at Frostburg State University
      in Maryland. He expects to matriculate in August 2006. Other than Yacht Finders,
      Inc., Mr. Colligan is not a director, executive officer or significant
      shareholder of any other public reporting company.




Mr.
      Colligan devotes less than 5% of his business time to the affairs of the
      Company. The time Mr. Colligan spends on the business affairs of the Company
      varies from week to week and is based upon the needs and requirements of the
      Company.




***Audit
      Committee and Audit Committee Financial Expert***




We
      do not
      currently have an audit committee financial expert, nor do we have an audit
      committee. Our entire board of directors, which currently consists of Mr.
      Colligan, handles the functions that would otherwise be handled by an audit
      committee. We do not currently have the capital resources to pay director fees
      to a qualified independent expert who would be willing to serve on our board
      and
      who would be willing to act as an audit committee financial expert. As our
      business expands and as we appoint others to our board of directors we expect
      that we will seek a qualified independent expert to become a member of our
      board
      of directors. Before retaining any such expert our board would make a
      determination as to whether such person is independent.


29


***Section
      16(a) Beneficial Ownership Reporting Compliance.***





Section
      16(a) of the Securities Act of 1934 requires the Company's officers and
      directors, and greater than 10% stockholders, to file reports of ownership
      and
      changes in ownership of its securities with the Securities and Exchange
      Commission. Copies of the reports are required by SEC regulation to be furnished
      to the Company. Based on management's review of these reports during the fiscal
      year ended July 31, 2008, all reports required to be filed were filed on a
      timely basis.




***Code
      of Ethics***




Our
      board
      of directors has adopted a code of ethics that our officers, directors and
      any
      person who may perform similar functions is subject to. Currently Mr. Colligan
      is our only officer and our sole director, therefore, he is the only person
      subject to the Code of Ethics. If we retain additional officers in the future
      to
      act as our principal financial officer, principal accounting officer, controller
      or persons serving similar functions, they would become subject to the Code
      of
      Ethics. The Code of Ethics does not indicate the consequences of a breach of
      the
      code. If there is a breach, the board of directors would review the facts and
      circumstances surrounding the breach and take action that it deems appropriate,
      which action may include dismissal of the employee who breached the code.
      Currently, since Mr. Colligan serves as the sole director and sole officer,
      he
      is responsible for reviewing his own conduct under the Code of Ethics and
      determining what action to take in the event of his own breach of the Code
      of
      Ethics.




**ITEM
      11. EXECUTIVE COMPENSATION.**




No
      past
      officer or director of the Company has received any compensation and none is
      due
      or payable. Our sole current officer and director, Thomas Colligan, does not
      receive any compensation for the services he renders to the Company, has not
      received compensation in the past, and is not accruing any compensation pursuant
      to any agreement with the Company. We currently have no formal written salary
      arrangement with our sole officer. Mr. Colligan may receive a salary or other
      compensation for services that he provides to the Company in the future. No
      retirement, pension, profit sharing, stock option or insurance programs or
      other
      similar programs have been adopted by the Company for the benefit of the
      Company’s employees.




**ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT** **AND RELATED STOCKHOLDER MATTERS**




The
      following table sets forth certain information regarding beneficial stock
      ownership as of July 31, 2008 of (i) all persons known to us to be beneficial
      owners of more than 5% of our outstanding common stock; (ii) each director
      of
      our company and our executive officers, and (iii) all of our officers and
      directors as a group.  Each of the persons in the table below has sole
      voting power and sole dispositive power as to all of the shares shown as
      beneficially owned by them, except as otherwise indicated.


30




**Name**
            
            **Number of**
              **Shares**
              **Beneficially**
              **Owned(1)**
            
            **Percent of**
              **Outstanding**
              **Shares(1)**Fountainhead
                Capital Management Limited
            
            
            16,400,000
            
            
            79.46
            %Portman
                House
              Hue
                Street
              St
                Helier
              Jersey
                JE4 5RPThomas
                Colligan
            
            
            0
            
            
            0.00
            %5528
                Westcott Circle
              Frederick,
                MarylandOfficers
                and directors as a group (one person)
            
            
            0
            
            
            0.00
            %





(1)
            For
                the purposes of this table, a person is deemed to have “beneficial
                ownership” of any shares of capital stock that such person has the right
                to acquire within 60 days of July 31, 2008.  All percentages for
                common stock are calculated based upon a total of 20,640,250 shares
                outstanding as of July 31, 2008, plus, in the case of the person
                for whom
                the calculation is made, that number of shares of common stock that
                such
                person has the right to acquire within 60 days of July 31,
                2008.





**ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR** **INDEPENDENCE**




***Certain
      Relationships and Related Rransactions***





At
      July
      31, 2008, the Company had loans and notes outstanding from Fountainhead Capital
      Management Limited (“FHM”), a shareholder who owns 67.54% of the issued and
      outstanding shares of common stock of the Company, in the aggregate amount
      of
      $22,371, which represents amounts loaned to the Company to pay the Company’s
      expenses of operation. On April 30, 2008, a shareholder payable to FHM was
      exchanged for a promissory note with a principal balance of $8,014 due and
      payable on April 30, 2009. On July 31, 2008, a shareholder payable to FHM was
      exchanged for a promissory note with a principal balance of $14,357 due and
      payable on July 31, 2009.





Effective
      as of March 5, 2008, the Company entered into a Services Agreement with FHM.
      The
      term of the Services Agreement is one year and the Company is obligated to
      pay
      FHM a quarterly fee in the amount of $10,000, in cash or in kind, on the first
      day of each calendar quarter commencing February 1, 2008. A prorated amount
      of
      $6,500 was paid for the quarter ended April 30, 2008. Pursuant to the terms
      of
      the Services Agreement, FHM shall provide the following services to the
      Company:




(a)  FHM will
      familiarize itself to the extent it deems appropriate with the business,
      operations, financial condition and prospects of the Company;




(b)  At
      the
      request of the Company’s management, FHM will provide strategic advisory
      services relative to the achievement of the Company’s business
      plan;




(c)  FHM
      will
      undertake to identify potential merger and acquisition targets for the Company
      and assist in the analysis of proposed transactions;




(d)  FHM
      will
      assist the Company in identifying potential investment bankers, placement agents
      and broker-dealers who are qualified to act on behalf of the Company to achieve
      its strategic goals.




(e)  FHM
      will
      assist in the identification of potential investors which might have an interest
      in evaluating participation in financing transactions with the
      Company;




(f)  FHM
      will
      assist the Company in the negotiation of merger, acquisition and corporate
      finance transactions;




(g)  At
      the
      request of the Company’s management, FHM will provide advisory services related
      to corporate governance and matters related to the maintenance of the Company’s
      status as a publicly-reporting company; and




(h)  At
      the
      request of the Company’s management, FHM will assist the Company in satisfying
      various corporate compliance matters.


31




A
      copy of
      the Services Agreement was attached to the Company’s Form 10-Q for the period
      ended April 30, 2008 filed on June 9, 2008 as Exhibit 10.1 thereto.




***Director
      Independence***




As
      of
      August 1, 2008, Thomos W. Colligan was the sole director of the Company. Mr.
      Colligan is not considered "independent" in accordance with rule 4200(a)(15)
      of
      the NASDAQ Marketplace Rules. We are currently traded on the Over-the-Counter
      Bulletin Board. The Over-the-Counter Bulletin Board does not require that a
      majority of the board be independent.




**ITEM
      13. EXHIBITS**




ExhibitNumber
            
            Description23.1.
            
            Consent
                of Paritz & Co., P.A. regarding audited financial statements for the
                period ending July 31, 2008.23.2.
            
            Consent
                of Manning Elliott LLP, Chartered Accountants regarding audited financial
                statements for the period ending July 31, 2007.31.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer filed
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            
            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.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**




Prior
      to
      March 25, 2008, the Company employed Manning Elliott, LLP, Vancouver, Canada
      as
      the Company’s principal accountant. On March 25, 2008, the Company’s Board of
      Directors dismissed Manning Elliott LLP and engaged Paritz & Co., P.A. as
      independent principal accountant and auditor to report on the Company’s
      financial statements for the fiscal year ended July 31, 2008, including
      performing the required quarterly reviews.




AUDIT
      FEES





The
      aggregate fees billed by our former auditors, Manning Elliott LLP, for
      professional services rendered for the audit of our annual financial statements
      for fiscal year ended July 31, 2008 were $1,000.00.




The
      aggregate fees billed by our auditors, Paritz & Co., P.A., for professional
      services rendered for the audit of our annual financial statements for fiscal
      year ended July 31, 2008 have not been billed as of October 15, 2008 but we
      estimate that they will be approximately $2,500.00. The fees charged by our
      former auditors to review our interim financial statements for the first and
      second quarters of 2008 were $4,100.00. The fees charged by our current auditors
      to review our financial statements for the third quarter of 2008 was $1,200.00.
      The aggregate fees billed by our former auditors, Manning Elliott LLP, for
      professional services rendered for the audit of our annual financial statements
      for fiscal year ended July 31, 2007 were $9,200.00.


32


AUDIT-RELATED
      FEES




During
      the last two fiscal years, no fees were billed or incurred for assurance or
      related services by our auditors that were reasonably related to the audit
      or
      review of financial statements reported above.





TAX
      FEES




During
      fiscal 2008, Manning Elliott LLP billed feeswhich for services which were
      related to tax compliance, tax advice, or tax planning in the maount of
      $2,152.50.  No fees were paid for tax preparation services.




ALL
      OTHER
      FEES




During
      the last two fiscal years, no other fees were billed or incurred for services
      by
      our auditors other than the fees noted above. Our board, acting as an audit
      committee, deemed the fees charged to be compatible with maintenance of the
      independence of our auditors.





THE
      BOARD
      OF DIRECTORS PRE-APPROVAL POLICIES





We
      do not
      have a separate audit committee. Our full board of directors performs the
      functions of an audit committee. Before an independent auditor is engaged by
      us
      to render audit or non-audit services, our board of directors pre-approves
      the
      engagement. Board of directors pre-approval of audit and non-audit services
      will
      not be required if the engagement for the services is entered into pursuant
      to
      pre-approval policies and procedures established by our board of directors
      regarding our engagement of the independent auditor, provided the policies
      and
      procedures are detailed as to the particular service, our board of directors
      is
      informed of each service provided, and such policies and procedures do not
      include delegation of our board of directors' responsibilities under the
      Exchange Act to our management. Our board of directors may delegate to one
      or
      more designated members of our board of directors the authority to grant
      pre-approvals, provided such approvals are presented to the board of directors
      at a subsequent meeting. If our board of directors elects to establish
      pre-approval policies and procedures regarding non-audit services, the board
      of
      directors must be informed of each non-audit service provided by the independent
      auditor. Board of directors pre-approval of non-audit services, other than
      review and attest services, also will not be required if such services fall
      within available exceptions established by the SEC. For the fiscal year ended
      April 30, 2007, 100% of audit-related services, tax services and other services
      performed by our independent auditors were pre-approved by our board of
      directors.




Our
      board
      has considered whether the services described above under the caption "All
      Other
      Fees", which are currently none, is compatible with maintaining the auditor's
      independence.





The
      board
      approved all fees described above.


**PART
      IV**





**Item
      15. Exhibits, Financial Statement Schedules**





The
      following documents are filed as part of this 10-K:





1.
       FINANCIAL STATEMENTS





The
      following documents are filed in Part II, Item 8 of this annual report
      on Form 10-K:





·
            Report
                of Paritz & Co, P.A., Independent Registered Certified Public
                Accounting Firm




33


·
            Report
                of Manning Elliott LLP, Chartered Accountants, Independent Registered
                Certified Public Accounting Firm






·
            Balance
                Sheets as of July 31, 2008 and 2007





·
            Statements
                of Operations for the years ended July 31, 2008 and 2007 and the
                period
                from October 23, 2003 (inception) to July 31,
                2008





·
            Statements
                of Changes in Stockholders’ Equity for the years ended July 31, 2008 and
                2007 and the period from October 23, 2003 (inception) to July 31,
                2008





·
            Statements
                of Cash Flows for the years ended July 31, 2008 and 2007 and the
                period
                from October 23, 2003 (inception) to July 31,
                2008





·
            Notes
                to Financial Statements





2.
       FINANCIAL STATEMENT SCHEDULES





All
      financial statement schedules have been omitted as they are not required, not
      applicable, or the required information is otherwise included.





3.
       EXHIBITS





The
      exhibits listed below are filed as part of or incorporated by reference in
      this
      report.





Exhibit No.
            
            Identification of Exhibit23.1.
            
            Consent
                of Paritz & Co., P.A. regarding audited financial statements for the
                period ending July 31, 2008.23.2.
            
            Consent
                of Manning Elliott LLP, Chartered Accountants regarding audited financial
                statements for the period ending July 31, 2007.31.1.
            
            Certification
                of the Chief Executive Officer and Chief Financials Officer pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.




34


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the 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.(Registrant)By*/s/
                Thomas W. Colligan*Thomas
                W. ColliganPresident,
                Chief Executive Officer , Chief Financial Officer and Principal Accounting
                OfficerDateOctober
                21, 2008





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following person on behalf of the registrant and in the
      capacity and on the date indicated.





By*/s/
                Thomas W. Colligan*Thomas
                W. ColliganSole
                DirectorDateOctober
                21, 2008




35