UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




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




for the
fiscal year ended July 31,
2009




 ̈ 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 307Santa 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 x  No  ̈




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




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.   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      Accelerated
              Filer
       ̈
            
            Accelerated
              Filer
       ̈
            
            Non-Accelerated
      Filer  ̈ (Do
      not check if a
              smaller
      reporting company)
            
            Smaller
      Reporting Company
              þ




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


x Yes  ̈ No




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




As of
September 30, 2009, 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
$.06 per share is $254,415.00.




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
September 30, 2009.







TABLE
OF CONTENTS





PART
      IITEM
      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
                                      
                                      12PART
      IIITEM
      5.
                                      
                                      MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                      
                                      12ITEM
      6.
                                      
                                      SELECTED
      FINANCIAL DATA
                                      
                                      13ITEM
      7.
                                      
                                      MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
                                      
                                      14ITEM
      7A.
                                      
                                      QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                      
                                      15ITEM
      8.
                                      
                                      FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                      
                                      16ITEM
      9.
                                      
                                      CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                      
                                      27ITEM
      9A(T).
                                      
                                      CONTROLS
      AND PROCEDURES
                                      
                                      27ITEM
      9B.
                                      
                                      OTHER
      INFORMATION
                                      
                                      28PART
      IIIITEM
      10.
                                      
                                      DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                      
                                      28ITEM
      11.
                                      
                                      EXECUTIVE
      COMPENSATION
                                      
                                      29ITEM
      12.
                                      
                                      SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                      
                                      29ITEM
      13.
                                      .
                                      CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                                      
                                      30ITEM
      14
                                      
                                      PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                      
                                      31PART
      IVITEM
      15.
                                      
                                      EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                                      
                                      32SIGNATURES
                                      
                                      
                                      
                                      34


i


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, 2009, 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 July 31, 2009 our
current liabilities exceed our current assets by $81,491 and our total
liabilities exceed our total assets by $81,491.  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, 2009, the Company did not own or lease any properties.




ITEM
3.    LEGAL PROCEEDINGS




As of
July 31, 2009, the Company was not a party to any pending or threatened legal
proceedings.




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




None


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
                      
                      
                      LowFebruary
      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
                      
                      
                      $
                      0.09August
      1, 2008-October 31, 2008
                      
                      $
                      0.09
                      
                      
                      $
                      0.09November
      1, 2008-January 31, 2009
                      
                      $
                      0.09
                      
                      
                      $
                      0.09February
      1, 2009-April 30, 2009
                      
                      $
                      0.09
                      
                      
                      $
                      0.06May
      1, 2009-July 31, 2009
                      
                      $
                      0.06
                      
                      
                      $
                      0.06





Options
and Warrants




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




12




Notes
Payable


At July
31, 2009, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $77,653, which represents amounts loaned to the Company to
pay the Company’s expenses of operation. On January 31, 2009, the Company
exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008
and October 31, 2008, together with an additional shareholder payable in the
amount of $14,463 for a promissory note in the amount of $51,577 bearing simple
interest at a rate of 6% per annum due and payable on January 30, 2010 (the
“Note”).  On April 30, 2009, the parties amended the Note increasing
the principal balance to $64,593 representing amounts advanced to the Company by
the payee during the period February 1, 2009 through April 30,
2009.    On July 31, 2009, the parties further amended the
Note increasing the principal balance to $77,653 representing amounts advanced
to the Company by the payee during the period May 1, 2009 through July 30,
2009.




Status
of Outstanding Common Stock




As of
July 31, 2009, 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.




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




7/31/09
                      
                      
                      7/31/08
                      
                      
                      7/31/07
                      
                      
                      7/31/06Revenues
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Net
      Income (Loss)
                      
                      $
                      (59,121
                      )
                      
                      $
                      (14,357
                      )
                      
                      $
                      (42,764
                      )
                      
                      $
                      (6,201
                      )Net
      Income (Loss) Per Share, Basic and Diluted
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Weighted
      Average No. Shares, Basic and Diluted
                      
                      
                      20,640,250
                      
                      
                      
                      20,640,250
                      
                      
                      
                      20,640,000
                      
                      
                      
                      20,415,000Stockholders’
      Equity (Deficit)
                      
                      $
                      (81,491
                      )
                      
                      $
                      (22,371
                      )
                      
                      $
                      (4,610
                      )
                      
                      $
                      31,199
                      )Total
      Assets
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      5,830
                      
                      
                      $
                      40,920Total
      Liabilities
                      
                      $
                      81,491
                      
                      
                      $
                      22,371
                      
                      
                      $
                      10,445
                      
                      
                      $
                      9,721


13




ITEM7.
              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.





Results
of Operations




Liquidity
and Capital Resources




As of
July 31, 2009, we had no cash,a working capital deficit of$81,491 and an
accumulated deficit during the development stage of $155,217 through July 31,
2009.  Our operating activities used $65,282 in cash for the fiscal
year period ended July 31, 2009, while our operations used $39,883 cash in the
fiscal year ended July 31, 2008.  The increase in uses of operating
cash was primarily attributable to the cost of the Services Agreement with
Fountainhead Capital Management Limited.  We received $0.00 in revenue
during the fiscal year ended July 31, 2009.




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, 2009, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $77,653, which represents amounts loaned to the Company to
pay the Company’s expenses of operation. On January 31, 2009, the Company
exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008
and October 31, 2008, together with an additional shareholder payable in the
amount of $14,463 for a promissory note in the amount of $51,577 bearing simple
interest at a rate of 6% per annum due and payable on January 30, 2010 (the
“Note”).  On April 30, 2009, the parties amended the Note increasing
the principal balance to $64,593 representing amounts advanced to the Company by
the payee during the period February 1, 2009 through April 30,
2009.    On July 31, 2009, the parties further amended the
Note increasing the principal balance to $77,653 representing amounts advanced
to the Company by the payee during the period May 1, 2009 through July 30,
2009.


14


Twelve
Months Ended July 31, 2009 Compared to July 31, 2008




The
following table summarizes the results of our operations during the fiscal years
ended July 31, 2009 and 2008, 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
                  
                  7/31/09
                    (audited)
                  
                  
                  7/31/08
                    (audited)
                  
                  
                  Increase
                    (Decrease)
                  
                  
                  Percentage
                    Increase
                    (Decrease)Revenues
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  
                  0.0
                  %Operating
      Expenses
                  
                  
                  56,357
                  
                  
                  
                  41,392
                  
                  
                  
                  14,965
                  
                  
                  
                  36.1
                  %Net
      (loss)
                  
                  
                  (59,121
                  )
                  
                  
                  (41,392
                  )
                  
                  
                  17,729
                  
                  
                  
                  42.8
                  %Loss
      per share of common stock
                  
                  
                  0.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.0
                  %





We
recorded a net loss of $59,121 for the fiscal year ended July 31, 2009 as
compared with a net loss of $41,392 for the fiscal year ended July 31,
2008.  The principal change between the years was the Services
Agreement with Fountainhead Capital Management Limited.




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.




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.




ITEM
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.




15




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, 2009 and 2008 and the reports thereon of Paritz & Co,
PA.


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 sheetof Blink Couture, Inc.
(A Development StageCompany)as of July 31, 2009 and
the related statements of operations, changes in stockholders‘ deficiency and
cash flows for the year ended July 31, 2009 and the period from inception
(October 23, 2003) to July 31, 2009. 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 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 2009 financial statement referred to above presents fairly, in all
material respects, the financial position of BlinkCouture, Inc. as of July 31,
2009 and the results of its operations and its cash flows for the period from
inception (October 23, 2003) to July 31, 2009 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, 2009 its current liabilities and total liabilities exceeded
its current assets and total assets by $81,491. 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 Jersey


October
19, 2009


17




Blink
Couture, Inc.




(A
Development Stage Company)




Balance
Sheets




July 31, 2009
                                      (audited
                                    
                                    
                                    July 31, 2008
                                      (audited)ASSETSCurrent
      assetsCash
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Prepaid
      Expense
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Inventory
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Total
      Current Assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Property
      and equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -TOTAL
      ASSETS
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -LIABILITIES &
      STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable
                                    
                                    $
                                    1,075
                                    
                                    
                                    $
                                    -Accrued
      interest
                                    
                                    
                                    2,763
                                    
                                    
                                    
                                    -Due
      to Related Parties
                                    
                                    
                                    77,653
                                    
                                    
                                    
                                    22,371Total
      liabilities
                                    
                                    
                                    81,491
                                    
                                    
                                    
                                    22,371Stockholders’
      equity (deficit)Preferred
      stock, par value $0.0001, 20,000,000 shares authorized, no shares issued
      and outstanding at July 31, 2009 and July 31, 2008,
      respectively
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock, par value $0.0001, 100,000,000 shares authorized, 20,640,250 shares
      issued and outstanding at July 31, 2009 and July 31, 2008,
      respectively
                                    
                                    
                                    2,064
                                    
                                    
                                    
                                    2,064Additional
      Paid-in Capital
                                    
                                    
                                    71,662
                                    
                                    
                                    
                                    71,662Deficit
      Accumulated During the Development Stage
                                    
                                    
                                    (155,218
                                    )
                                    
                                    
                                    (96,097
                                    )Total
      stockholders’ equity (deficit)
                                    
                                    
                                    (81,491
                                    )
                                    
                                    
                                    (22,371
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -




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


18





Blink
Couture, Inc.




(A
Development Stage Company)


Statements
of Operations




Accumulated from
                                  October 23, 2003Year Ended July 31,
                                
                                
                                (Date of Inception)2009
                                
                                
                                2008
                                
                                
                                to July 31, 2009Revenue
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Expenses:Amortization
                                
                                
                                -
                                
                                
                                
                                662
                                
                                
                                
                                741General
      and administrative
                                
                                
                                3,483
                                
                                
                                
                                12,067
                                
                                
                                
                                26,413Management
      fees
                                
                                
                                40,000
                                
                                
                                
                                17,700
                                
                                
                                
                                67,500Marketing
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                11,192Professional
      fees
                                
                                
                                12,874
                                
                                
                                
                                10,763
                                
                                
                                
                                45,841Rent
                                
                                
                                -
                                
                                
                                
                                200
                                
                                
                                
                                767Total
      operating expenses
                                
                                
                                56,357
                                
                                
                                
                                41,392
                                
                                
                                
                                152,454Other
      ExpensesInterest
      expense
                                
                                
                                2,764
                                
                                
                                
                                -
                                
                                
                                
                                2,764Total
      Other Expenses
                                
                                
                                2,764
                                
                                
                                
                                -Net
      loss
                                
                                $
                                (59,121
                                )
                                
                                $
                                (41,392
                                )
                                
                                $
                                (155,218
                                )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





19





Blink
Couture, Inc.




(A
Development Stage Company)


Statements
of Cash Flows




Accumulated
      from
                    October
      23, 2003Year Ended July 31,
                  
                  (Date of Inception)2009
                  
                  
                  2008
                  
                  to July 31, 2009Cash
      flows relating to operating activitiesNet
      loss
                  
                  $
                  (59,121
                  )
                  
                  $
                  (41,392
                  )
                  $
                  (155,218
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
                  
                  
                  -
                  
                  
                  
                  662
                  
                  
                  741Change
      in operating assets and liabilities:Prepaid
      expense
                  
                  
                  -
                  
                  
                  
                  1,082
                  
                  
                  -Inventory
                  
                  
                  -
                  
                  
                  
                  1,482
                  )
                  
                  -Accrued
      interest
                  
                  
                  2,764
                  
                  
                  
                  -
                  
                  
                  5,764Accounts
      payable
                  
                  
                  1,075
                  
                  
                  
                  (1,717
                  )
                  
                  (1,925
                  )Net
      cash used in operating activities
                  
                  
                  (55,282
                  )
                  
                  
                  (39,883
                  )
                  
                  (150,638
                  )Cash
      flows relating to investing activitiesPurchase
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  —Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  (741
                  )Cash
      flows relating to financing activitiesDue
      to related parties
                  
                  
                  55,282
                  
                  
                  
                  13,643
                  
                  
                  77,653Shares
      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  300Donated
      capital
                  
                  
                  -
                  
                  
                  
                  23,636
                  
                  
                  23,636Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  49,790Net
      cash provided by financing activities
                  
                  
                  55,282
                  
                  
                  
                  37,279
                  
                  
                  151,379Increase
      (decrease) in cash
                  
                  
                  -
                  
                  
                  
                  (2,604
                  )
                  
                  -Cash,
      beginning of period
                  
                  
                  -
                  
                  
                  
                  2,604
                  
                  
                  -Cash,
      end of period
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  $
                  -Supplemental
      Disclosure of Cash Flow InformationCash
      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





20





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 stockfor services at $0.0001 per share
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2,400,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      240
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      240July
      25, 2004 – issue of common stock forservices 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 forcash at $0.20 per share
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      134,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      13
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      26,787
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      26,800July
      26, 2006 – issue of common stock forcash at $0.20 per share
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      71,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      7
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,193
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,200July
      26, 2006 – issue of common stock forservices 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 stockfor cash at $0.20 per share
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      31,250
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      3
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      6,247
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      6,250August
      23, 2006 – issue of common stockfor services at $0.20 per share
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      200
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      200September
      01, 2006 – issue of commonstock for cash at $0.20 per share
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      400
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      400September
      01, 2006 – issue of commonstock 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
                                                                                                                                      )Net
      loss for the
      year
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      –
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (59,121
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (59,121
                                                                                                                                      )Balance
      – July 31,
      2009
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      20,640,250
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2,064
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      71,662
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (155,218
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (81,492
                                                                                                                                      )




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





21




BLINK
COUTURE, INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


July
31, 2009





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.





22





BLINK
COUTURE, INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


July
31, 2009





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 PROUNCEMENTS





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.





23





BLINK
COUTURE, INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


July
31, 2009





H.
RECENT ACCOUNTING PROUNCEMENTS (CON’T)




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





24





BLINK
COUTURE, INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


July
31, 2009





H.
RECENT ACCOUNTING PROUNCEMENTS (CON’T)





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.





During
the years ended July 31, 2009 and 2008, 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 $155,218
during the period of October 23, 2003 (inception) to July 31, 2009. 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, 2009, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $77,653, which represents amounts loaned to the Company to
pay the Company’s expenses of operation. On January 31, 2009, the Company
exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008
and October 31, 2008, together with an additional shareholder payable in the
amount of $14,463 for a promissory note in the amount of $51,577 bearing simple
interest at a rate of 6% per annum due and payable on January 30, 2010 (the
“Note”).  On April 30, 2009, the parties amended the Note increasing
the principal balance to $64,593 representing amounts advanced to the Company by
the payee during the period February 1, 2009 through April 30,
2009.    On July 31, 2009, the parties further amended the
Note increasing the principal balance to $77,653 representing amounts advanced
to the Company by the payee during the period May 1, 2009 through July 31,
2009.





25





BLINK
COUTURE, INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


July
31, 2009





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. During the fiscal year ended July 31, 2009, the Company paid a total of
$40,000 in fees to FHM





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, 2009, net operating loss carryforwards of approximately $155,000 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 $52,700 at July 31, 2009. 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, 2009:





*
            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.





26





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,
2009.





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, 2009. 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, 2009 the Company’s internal control over financial reporting is effective
based on those criteria.




/S/    Thomas
      W. ColliganThomas
      W. ColliganChief
      Executive Officer





27





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, 2009 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 HeldThomas
      W. Colligan
              
              37
              
              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.





28




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, 2009, 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, 2009 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.




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
                      %





29







(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, 2009.  All percentages for
      common stock are calculated based upon a total of 20,640,250 shares
      outstanding as of July 31, 2009, 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,
      2009.





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE




Certain
Relationships and Related Rransactions





At July
31, 2009, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $77,653, which represents amounts loaned to the Company to
pay the Company’s expenses of operation. On January 31, 2009, the Company
exchanged prior convertible promissory notes dated April 30, 2008, July 31, 2008
and October 31, 2008, together with an additional shareholder payable in the
amount of $14,463 for a promissory note in the amount of $51,577 bearing simple
interest at a rate of 6% per annum due and payable on January 30, 2010 (the
“Note”).  On April 30, 2009, the parties amended the Note increasing
the principal balance to $64,593 representing amounts advanced to the Company by
the payee during the period February 1, 2009 through April 30,
2009.    On July 31, 2009, the parties further amended the
Note increasing the principal balance to $77,653 representing amounts advanced
to the Company by the payee during the period May 1, 2009 through July 30,
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.





30




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
July 31, 2009, Thomas 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
      periods ending July 31, 2009 and July 31, 2008 (filed
      herewith).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.




AUDIT
FEES





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, 2009 have not been billed as of October 21, 2009 but we
estimate that they will be approximately $2,500.00. The aggregate fees billed by
Paritz & Co. PA, for professional services rendered for the audit of our
annual financial statements for fiscal year ended July 31, 2008 were
$2,500.00.





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
our fiscal year ended July 31, 2009, the Company paid no fees related to tax
compliance. During our fiscal year ended July 31, 2008, Manning Elliott LLP
billed fees for services which were related to tax compliance, tax advice, or
tax planning in the amount of $2,152.50.  No fees were paid for tax
preparation services.





31




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
July 31, 2009, 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





·
            Balance
      Sheets as of July 31, 2009 and 2008





·
            Statements
      of Operations for the years ended July 31, 2009 and 2008 and the period
      from October 23, 2003 (inception) to July 31,
  2009





·
            Statements
      of Changes in Stockholders’ Equity for the the period from October 23,
      2003 (inception) to July 31, 2009





·
            Statements
      of Cash Flows for the years ended July 31, 2009 and 2008 and the period
      from October 23, 2003 (inception) to July 31,
  2009





32





·
            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
Exhibit





23.1. Consent
of Paritz & Co., P.A. regarding audited financial statements for the period
ending July 31, 2009 (filed herewith).





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.





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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. ColliganThomas
      W. ColliganPresident,  Chief
      Executive Officer , ChiefFinancial
      Officer and Principal AccountingOfficerDateOctober
      22 2009





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. ColliganThomas
      W. ColliganSole
      DirectorDateOctober
      22, 2009





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