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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended **July 31, 2007**

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 333-138951

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

|Delaware                                      | N/A                                 
|--------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation | (I.R.S. Employer Identification No.)
|of Organization)                              |                                     
|                                              |                                     
|1199 Marinaside Crescent, Suite 1107          |                                     
|Vancouver, British Columbia, Canada           | V6Z 2Y2                             
|(Address of principal executive offices)      | (ZIP Code)                          

(604) 623-3309(Registrants telephone
number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section12(g) of the Act:None

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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-10KSB or any amendment to Form 
  10-KSB. [X]

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

Yes [X]No [   ]

Registrants revenues for its most recent fiscal year: $0

Aggregate market value of the voting stock of the registrant
held by non-affiliates of the Registrant:$204,212.50

Number of common shares outstanding at October 26, 2007:
20,640,250

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TABLE OF CONTENTS

|PART I   | 1                                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------------------------
|         | Item 1. Description of Business                                                                                               
|         | Item 2. Description of Property                                                                                               
|         | Item 3. Legal Proceedings.                                                                                                    
|         | Item 4. Submission of Matters to a Vote of Security Holders                                                                   
|PART II  | 14                                                                                                                            
|         | Item 5. Market for Common Equity and Related Stockholder
      Matters.                                                       
|         | Item 6. Management's Discussion and Analysis or Plan of
      Operation                                                       
|         | Item 7. Financial Statements                                                                                                  
|         | Item 8. Changes In and Disagreements with Accountants on
      Accounting and Financial Disclosure                            
|         | Item 8A. Controls and Procedures                                                                                              
|         | Item 8B. Other Information                                                                                                    
|PART III | 20                                                                                                                            
|         | Item 9. Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act.
|         | Item 10. Executive Compensation.                                                                                              
|         | Item 11. Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters                 
|         | Item 12. Certain Relationships and Related Transactions.                                                                      
|         | Item 13. Exhibits                                                                                                             
|         | Item 14. Principal Accountant Fees and Services                                                                               

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PART I

Item 1. Description of Business.

Forward-looking Statements

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable laws, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

As used in this annual report, the terms "we", "us", "our", and
"Blink" mean Blink Couture Corp., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise
indicated.

Overview

We were incorporated as a Delaware company on October 23, 2003
with the former name Fashionfreakz International Inc. On December 2, 2005 we
changed our name to Blink Couture Inc. We do not have any subsidiaries.

Our principle executive office is located at 1107-1199
Marinaside Crescent, Vancouver, British Columbia, Canada, V6Z 2Y2 and our
telephone number is (604) 623-3309. Our fiscal year end is July 31.

We are a shell company defined in Rule 405 under the
Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934,
since we have only conducted nominal operations and have only nominal
assets.

On August 15, 2007 Susanne Milka resigned from her positions as
our President, Chief Executive Officer, Treasurer, Chief Accounting Officer and
director. Following Ms. Milkas resignations, our Board of Directors appointed
Penny Green, our sole remaining director, to hold the officer positions
relinquished by Ms. Milka.

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Since our inception on October 23, 2003 we have not yet earned
any revenues and have had operational losses to date. Our accumulated net losses
from our inception to July 31, 2007 were $54,705. We do not expect to generate
revenues until winter 2008. We intend to generate revenues from the sale of
clothing, jewelry, and accessories sold on our website.

We are an online fashion business that specializes in the
retail of clothing, jewelry and accessories produced by independent designers to
customers via the Internet. We launched our website,
www.blinkcouture.com, on January 3, 2007. Currently our website features
clothing for women and accessories. We have secured the commitment of one
independent designer, Sweet Dream Tees Inc., which will allow us to produce
custom designs.

We anticipate that our business will incur significant
operating losses in the short term. At this time, we believe that our success
depends on our ability sustain operations and to expand the market for our
products.

The following factors raise substantial doubt regarding the
ability of our business to continue as a going concern: (i) the losses we have
incurred since our inception; (ii) our failure to generate revenues since our
inception; and (iiI) our dependence on the sale of our equity securities and on
the receipt of capital from outside sources to continue our operations. Our
auditors have issued a going concern opinion regarding our business. The
financial statements do not include any adjustments that might result from the
uncertainty about our ability to continue in business. As such we may have to
cease operations and you could lose your investment.

Development

We are a development stage company. Since our inception on
October 23, 2003 we have been developing our web-based retail store. We launched
our website, www.blinkcouture.com, on January
3, 2007. We have not generated any revenues to date. We currently specialize in
womens clothing and accessories, and we plan to launch mens and childrens
clothing lines in 2008 or 2009.

On June 7, 2007 we entered into a distribution agreement with
Sofia Bozikis dba Sofia Bozikis Handbags, pursuant to which we will have the
non-exclusive right to retail any products created by Bozikis Handbags on our
website, or on any other websites owned or operated by us. We have agreed to
purchase any Bozikis Handbags that we sell at cost price. We also have the
option to sell products from Bozikis Handbags on consignment, and to promote and
advertise selected products at our discretion.

Beginning in January 2008 we plan to increase the amount of
traffic on our website generated by online search engines such as Google, Yahoo
and MSN, by increasing our spending on advertising. Our business is focused
primarily on the North American retail market and we intend to target our
advertising on that market. .

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We conduct our business exclusively online, and we are
exploring ways to enhance the service that we provide in a bid to attract
customers. Some of the options we are considering include engaging a web
designer to implement improved, user-friendly navigation tools on our the
website, and to implement methods of secure electronic payment, such as Paypal,
to increase customer convenience and efficiency. For example, implementing
Paypal will allow us to enhance our credit card processing capabilities by
enabling us to process secure, real time electronic cash or credit transactions.
Currently, we are only able to accept payment by bank wire, or by manually
processed credit card payments by Visa, MasterCard, American Express.

From inception to the present time, we have incurred
operational losses. We plan to finance our operations over the next twelve
months by entering into private placements, shareholder loans or possibly a
registered public offering (either self-underwritten or through a broker-dealer)
within the next few months. At this time we do not have any commitments from any
broker-dealer to provide us with financing. If we are unable to raise enough
capital through these methods, we may consider obtaining a bank loan.

On February 26, 2007 our common stock became eligible for
trading on the OTC Bulletin Board under the ticker symbol BLKC.OB.

Product and Services

We sell fashion jewelry, clothes and accessories designed by
contemporary independent designers to consumers through the Internet. To date,
we have secured a distribution arrangement with two designers: Vancouver-based
Sweet Dream Tees, and Sofia Bozikis Handbags. We have also purchased costume
jewelry designed by several independent French designers. We also intend to
develop our own fashion line and to co-develop a fashion line with Sweet Dream
Tees. We will not start a Blink Couture fashion line until 2009. We intend that
the productsin the Blink Couture fashion line will be custom designed and will
prominently feature our logo.

We intend to provide custom created fashions and products are
created by small independent designers, in order to offer our customers items
that are distinctive from mass-market fashions. In order to fully establish our
business, we will need an additional 1,000,000 dollars in funding. However,
there is no assurance that we can raise enough capital to complete our own
fashion line. Our fashion and accessory line will be targeted towards men,
women, children and dog wear. We will focus 80% of our business on womens wear,
10% on mens wear and the remaining 10% on childrens wear and pet wear.

Website:

We currently have no share in the market for clothing and
accessory sales. We launched our website, which is our sole means of selling our
products, in January 2007. Our website features include or will include the
following features:

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Detailed Product Information

Each product for sale on our website is accompanied by a
detailed description of clothing fabric, sizes and colors, fitting styles and
pricing. Clear information regarding our delivery policies is easy to locate.
All clothing products are showcased using traditional still photos. In the
future, we may implement video footage of models wearing the clothing that we
sell, which will allow us to further differentiate ourselves from other online
retailers.

Favorites

When customers come across an item of interest but want to
continue browsing, they have the option of saving the item on their shopping
bag list, which allows them to keep track of their selections. In addition to
that feature, we will implement a favorites list where shoppers may save
selections of interest to them in order to revisit them easily at a later
time.

Related Items

All items on our website will have a list of related items that
are similar or complementary in style. Furthermore, a list of accompanying items
such as accessories will also be suggested that can be assembled to make an
entire wardrobe.

Order and Fulfillment Process

We process orders using our online system database. Customer
must complete several online forms on our website in order to make a purchase.
First, customers must provide us with their personal contact and payment
information as well as the product numbers of the items they wish to purchase.
Once an online form is completed. we order the purchased products from our
suppliers as required. Once payment has cleared (either by bank wire or credit
card) we are responsible for organizing the delivery of the purchased products
to the customer. For non consignment items, we have agreed to pay Sweet Dream
Tees and Sofia Bozikis handbags on delivery of the product. For consignment
items, we will pay Sweet Dream Tees and Sofia Boziks Handbags at the end of the
month in which the sale is made.

Since we are a new-established company, we face the same
problems in building our competitive position as other new companies when
entering the fashion industry. Our competitors may offer products or customer
services that are identical to those that we offer and may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements, and to devote greater resources to the development, promotion and
sale of their products or services than we can.

Marketing Strategies

Our marketing strategy is to brand our website as a source of
trend setting fashion products. We intend to use both online and print media to
market our business.

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Search Engine Marketing

A broad range of online marketing methods are available for
promoting Blink. However, our current strategy for online marketing is to focus
primarily on search engine marketing through Google Advertisements. That
strategy will involve obtaining a higher serarch result ranking on the Google
search engine through the use of a paid search optimization service and by
purchasing advertisements on the Google search engine. We do not yet have an
agreement with Google as we currently lack the necessary funding to enter into
such an agreement.

Cross Promotion

Cross-promotional campaigns between partner businesses have the
potential for significant marketing returns by allowing partners expand through
each other's customer bases. Cross-promotional activities will consist of
reciprocal website links, "bundled" offerings and joint media appearances and
events. By joining forces with other businesses that reach our target market, we
may reach customers more efficiently. To date, we have not been able to enter
into any cross-promotional agreements.

Online Banners

Online advertising banners will be placed on websites that
reach the target marke twe wish to access. We intend to place banners at the top
of web directories and web sites. Instead of paying an annual or monthly fee for
the placement of banners, we will attempt to obtain a cost per click agreement.
To date, we have not entered into any agreement for online banner placement as
we do not have the necessary amount of traffic on our website to secure a cost
per click agreement.

Publicity Campaign

Our publicity campaigns will be focused on the issuance of
press releases and the stagin of publicity events to attract media attention. We
do not yet have any agreements in place to execute a publicity compaign.

Advertising

We plan to begin advertising regularly in fashion and trade
publications targeted at major fashion centers in North America once we obtain
the necessary financing.

Event Sponsorship

We will sponsor and attend events such as local fashion shows
in order to increase the visibility and brand familiarity of our business.
Taking part in such functions will help increase awareness of our business while
helping us to build relationships with designers and other suppliers. We will
also hold parties in fashion savvy districts of major markets such as New York
or Toronto. To date, we have not sponsored or attended such events.

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Celebrity Product Placements

Most successful fashion lines provide celebrities with free
products as a means of drawing attention towards their brand. Creating celebrity
associations through such product placements helps to establish an image of
credibility and exclusivity for a product. Therefore, we will distribute free
products to celebrities who are attractive to our target market and who reflect
the image we wish to project. As a means of accessign celebrities, our
management will utilize its contacts within local film industry to outfit
celebrities appearing in locally produced films in the Blink Couture fashion
line. We plan to launch this initiative in early 2008.

Inventory

We store a small inventory of the items we believe will be
popular with our target market or which we have been able to acquire without
significant expense. We will order other items offered on our website from the
supplier as they are purchased online.

Payment Options

We accept payment through an order form available on our
website, allowing customers to pay by credit card (including Visa, MasterCard
and American Express) or bank wire.

We are considering implementing an online payment process such
as Paypal, which would allow secure, real time processing of each order. We are
also evaluating the benefit of implementing payment through a 1-900 phone number
system for customers who are reluctant to submit payment information over the
internet.

Competitive Overview

In the accessory and clothes retail market, we face intense
competition from both traditional and online retailers of jewelry, clothing and
accessories. Current and potential competitors include:

- independent jewelry stores
- retail jewelry store chains
- other online retailers
- boutiques and websites operated by brand owners
- department stores
- catalog and television shopping retailers
- discount superstores, mass retailers and wholesale clubs

In addition to these competitors, we may face competition from
numerous online retailers of clothes and fashion accessories. These range in
size from micro-home- business based businesses to multi-million dollar
international enterprises. Some of the more prominent retailers include the
following:

Juicy Couture began in 1994 after friends Gela Taylor
and Pamela Skaist-Levy shared their desire for the perfect T-shirt  a
modernized version of a man's V-neck, with a better fit. Juicy Couture's line
has expanded to jeans, shorts, dresses, skirts, pants, hoodies, sweatpants and
accessories.

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YOOX specializes in end-of-season designer clothing,
offering discounts of up to 75 per cent. We estimate that YOOX has already
delivered over 1.5 million items across the globe, including Europe, where it is
the undisputed market leader, the United States, Canada and Japan. YOOX has now
expanded to serve 27 countries around the world including China, Russia and
Australia.

ASOS.com aims to be the UKs leading authority on
celebrity fashion trends and the most popular online fashion store in the UK.
The online fashion retailer sells clothes in the style worn by celebrities such
as Jennifer Lopez, Paris Hilton and Sienna Miller, and continues to target
"internet savvy" 18 to 34-year-olds. ASOS.com offers an extensive range of top
womens and mens fashion, designer labels, lifestyle accessories and cult
beauty brands at very competitive prices.

Kitson Boutique is a celebrity boutique located in Los
Angeles, with an online store selling merchandise in the US and internationally.
The store is featured in numerous celebrity magazines, and showcases the latest
fashions and accessories worn by young and trendy celebrities.

Shop Intuition.com is an online retailer catering to
celebrities and bills itself as a general store for fashionistas. The retailer
was created by Jay Hersh, who has become one of the most sought after experts in
the retail clothing business. She is regularly featured on television and in
fashion magazines, providing insight into the latest trends in fashion and
shopping. Hersh has She has relied on her 25 years as a garment industry
executive to create a unique niche in the fast paced and constantly changing
fashion business.

At this time we have a weak competitive position in the market.
Even though our competitors are operating on business models similar to our own,
we plan to attract customers through the following methods in order to build our
competitive position in the industry:

- Offering a comprehensive range of product lines, and products within each
  product line
- Maintaining a clear and accessible pricing structure
- Regularly updating content on our website
- Offering user-friendly website navigation
- Maintaining user-friendly profile management, including the option to save
  customer billing and shipping information

However, since we are a newly-established company, we face the
same problems faced by other new companies when starting a business in a
competitive industry. Our competitors may use methods and technologies similar
to the ones we use on our website. They may be able to respond more quickly to
new or emerging technologies or to changes in customer requirements, and they
may be able to devote greater resources to the development, promotion or sale of
their products or services than we can afford. Websites maintained by our
existing and potential competitors may be perceived by customers and fashion
industry publications and broadcasts as being superior to ours. In addition, we
may not be able to retain or maintain our website traffic levels, purchase
inquiries and number of click-throughs on our online advertisements. Further,
our competitors may experience greater growth in these areas than we do.

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Increased competition could result in advertising price
reduction, reduced margins or loss of market share, any of which could harm our
business.Intellectual Property

We own the domain name www.blinkcouture.com. We also own the copyright of the
entire contents of our website, but excluding certain materials owned by our
suppliers and licensed to us.

Research and Development

Since our inception, we have not spent any money on research or
development.

Legislation and Government Regulation

Laws and regulations directly applicable to Internet
communications, commerce and advertising are becoming more prevalent. Because
our business is carried out through the Internet, we will be subject to rules
and regulations around the world which affect business transacted on the
Internet. Also, because we carry on business in Canada, it is subject to laws
regarding employment, taxes and other regulatory issues for our Canadian
operations.

The laws and regulations that govern our business change
rapidly. The following are some of the evolving areas of law that are relevant
to our business:

Content Regulation.Federal, state and foreign governments have adopted and proposed laws
governing the content of material transmitted over the Internet. These include
laws relating to obscenity, indecency, libel and defamation. For example, the
Child Online Protection Act, or COPA, prohibits and imposes criminal penalties
and civil liability on anyone communicating material harmful to minors through
the Internet for commercial purposes, unless access to such material is blocked
to minors under age 17. The 3rd U.S. Circuit Court of Appeals upheld a
preliminary injunction precluding enforcement of COPA in November 2001. In June,
2004, in Ashcroft v.American CivilLiberties Union, the Supreme Court again upheld the
injunction on enforcement, ruling that the law was likely to be
unconstitutional. The Supreme Court referred the case back to the district court
for a trial, which began on October 25, 2006. On March
22, 2007 the U.S. District Court
again struck down the Child Online Protection Act, finding the law violates the
First and Fifth Amendments of the United States Constitution. The government has
again appealed the decision, and the case is now before the 3rd U.S.
Circuit Court of Appeals. We could be liable if the injunction against COPA is
lifted and if content delivered by us or placed on our website violates
COPA.

Privacy Law.The state of
privacy law is unsettled, and rapidly changing. Current and proposed federal,
state and foreign privacy regulations and other laws restricting the collection,
use and disclosure of personal information could limit our ability to use the
information in our databases to generate revenues. In late 1998, COPPA was
enacted, mandating that measures be taken to safeguard minors under the age of
13. The FTC promulgated regulations implementing COPPA on October 21, 1999,
which became effective on April 21, 2000. The principal COPPA requirement is
that individually identifiable information about minors under the age of 13 not
be collected, used or displayed without first obtaining informed parental
consent that is verifiable in light of present technology.

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The FTC final regulations create a sliding scale of
permissible methods for obtaining such consent. Consent for internal use of the
individually identifiable information of children under the age of 13 can be
obtained through e-mail plus an additional safeguard, such as confirming consent
with a delayed e-mail, telephone call, or letter. Obtaining verifiable consent
from a childs parent to share that childs information with a third party or
enable the child to publicly distribute the information by, for example,
allowing unrestricted access to a chat room or message board is significantly
more burdensome.

The FTC has required that parental consent for such higher risk
activities be verified by more secure methods than e-mail, such as a credit card
in connection with a transaction, print-and-sign forms, toll-free numbers
staffed by trained operators, or digital signatures. Complying with the new
requirements is costly and will likely dissuade some of our customers. While we
will attempt to be fully compliant with the FTC requirements, our efforts may
not be entirely successful. In addition, at times we rely upon outside vendors
to maintain data-collection software, and there can be no assurance that they
will at all times comply with our instructions to comply with COPPA. If our
methods of complying with COPPA are inadequate, we may face litigation with the
FTC or individuals, which would adversely affect our business.

Moreover, we have posted a privacy policy pertaining to all
users and visitors to our website. By doing so, we will subject ourselves to the
jurisdiction of the FTC. Should any of our business practices be found to differ
from our privacy policy, we could be subject to sanctions and penalties from the
FTC. It is also possible that users or visitors could try to recover damages in
a civil action as well.

The European Union recently enacted its own privacy regulations
that may result in limits on the collection and use of certain user information.
The laws governing the Internet, however, remain largely unsettled, even in
areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel and commerce may prompt calls for more stringent
consumer protection laws, both in the United States and abroad, that may impose
additional burdens on companies conducting business on the Internet.
Furthermore, the Federal Trade Commission has recently investigated the
disclosure of personal identifying information obtained from individuals by
Internet companies. Evolving areas of law that are relevant to our business
include privacy law, regulation on what websites contain, and sales and use tax.
Because of this rapidly evolving and uncertain regulatory environment, we cannot
predict how these laws and regulations might affect our business. In addition,
these uncertainties make it difficult to ensure compliance with the laws and
regulations governing the Internet. These laws and regulations could harm us by
subjecting us to liability or forcing us to change how we do business.

Laws Governing Sending of
Unsolicited Commercial E-mail.We typically intend to provide our customers
and other visitors to our Web site with an opportunity to opt-in, or agree to
receive e-mailings from us. In 2003, the federal government implemented the
Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003
(CAN-SPAM) designed to limit unsolicited commercial e-mail commonly referred to
as spam.

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In addition, California and a number of other states regulate
the sending of e-mails for commercial purposes to third parties where there is
no preexisting business relationship. Further, several states give Internet
service providers (ISPs) a private right of action against those who send
large e-mailings across their servers in contravention of the ISPs posted
policy. There is no guarantee that we will always be fully compliant in all of
our communications at all times. Our failure to comply with applicable laws
regarding these types of e-mails could result in significant fines, actual or
statutory damages, and injunctive actions.

*Conformance to E-Commerce
Statutory Requirements for Formation of Contracts.*We intend to conduct
e-commerce on our web sites, and through affiliated web sites. The applicable
law on online formation of contracts has been unsettled and is evolving. On May
31, 2000, the federal government enacted the E-Sign statute, which in limited
cases permits online formation of contracts. Similarly, on January 1, 2000,
California adopted a standard version of the Uniform Electronic Transactions Act
(UETA), which also permits electronic signatures and record-keeping for
certain types of contracts. We attempt to comply with these laws, but there is
no guarantee that we will be successful. Judicial interpretation of their
application could result in customer contracts being set aside or modified. In
that case, our e-commerce revenue could be materially adversely affected.

Sales Tax.The tax
treatment of goods sold over the Internet is currently unsettled. A number of
proposals have been made at the state and local level that would impose
additional taxes on the sale of goods through the Internet. Such proposals, if
adopted, could substantially impair the growth of electronic commerce and could
adversely affect our opportunity to derive financial benefit from electronic
commerce. While the Internet Tax Freedom Act (ITFA) has placed a moratorium on
new state and local taxes since on Internet commerce since 1998, the tax
moratorium is set to expire on November 1, 2007. In October 2007, the United
States Congress voted to pass the Internet Tax Freedom Act Amendments Act
(ITFA), which would extend the moratorium on Internet access taxes and other
taxes unique to the Internet until November 2011. The congressional bill also
allows nine states that began taxing Internet access before 1998 to continue
their taxes. However, the United States Senate would have to pass a similar
bill, and the President of the United States would have to sign that bill,
before the moratorium is extended. Similar legislation has since stalled in the
Senate. If the Senate does not extend the moratorium, we and our customers may
be subject to additional taxes on internet services and on the sale of good and
services through the Internet. At least some state legislatures that have
indicated that they will move to expand their sales taxes to cover Internet
commerce, if the ITFA is not reinstated. Imposing state sales taxes on
Internet-based commerce would adversely affect our business.

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Intellectual Property.Copyrighted material that we develop, as well as our product marks and
domain names, and other proprietary rights are important to our business
prospects. We will seek to protect our common-law trademarks through federal
registration, but registration may not offer adequate protection unless we have
resources to monitor and prosecute incidents of trademarks infringement. In
addition, we principally rely upon trademark, copyright, trade secret and
contract law to protect our proprietary rights. We generally intend to enter
into confidentiality agreements, work-made-for-hire contracts and intellectual
property licenses with our employees, consultants and corporate partners,
respectively, as part of our efforts to control access to and distribution of
our products, content and other proprietary information.

Environmental Law Compliance

To the extent which environmental compliance may be necessary,
we do not anticipate any significant compliance expense.

Employees

As at October 28, 2007 we have no part time or full time
employees. Our sole director works part time as an independent contractor and
works in the areas of web development, business development and management. We
currently engage independent contractors in the areas of website design (where
necessary) and accounting, legal services.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with
  accounting principles generally accepted in the United States requires us to
  make estimates and judgments that affect the reported amounts of assets and
  liabilities, net revenue and expenses, and the related disclosures. We base
  our estimates on historical experience, our knowledge of economic and market
  factors and various other assumptions that we believe to be reasonable under
  the circumstances. Estimates and judgments used in the preparation of our financial
  statements are, by their nature, uncertain and unpredictable, and depend upon,
  among other things, many factors outside of our control. Accordingly, our estimates
  and judgments may prove to be incorrect and actual results may differ, perhaps
  significantly, from these estimates under different estimates, assumptions or
  conditions. We believe the following critical accounting policies are affected
  by significant estimates, assumptions and judgments used in the preparation
  of our financial statements.

Revenue Recognition

We recognize revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition
in Financial

13

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Statements. Revenue consists of merchandise sales on our
website, as well as shipping fees. Revenue from these sources is recognized only
when the price is fixed or determinable, persuasive evidence of an arrangement
exists, and payment is received. We have not realized any revenue for the period
from inception to July 31, 2007.

Website Development Costs

We capitalize website development costs in accordance with the
American Institute of Certified Public Accountants (AICPA) Statement of
Position (SOP) No. 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use and Emerging Issues Task Force (EITF)
No. 00-2, Accounting for Website Development Costs, whereby costs related to
the preliminary project stage of development are expensed and costs related to
the application development stage are capitalized. Any additional costs for
upgrades and enhancements which result in additional functionality will be
capitalized. Capitalized costs will be amortized based on their estimated useful
life over three years. Internal costs related to the development of website
content are charged to operations as incurred.

Item 2. Description of Property.

Our principal executive offices are located at 1199 Marinaside
Crescent, Suite 1107, Vancouver, British Columbia, V6Z 2Y2, Canada. On March 1,
2006, we entered a lease agreement with our former President to use of 150
square feet of that premises at a cost of $100 for every 3 months.

Item 3. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

13

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PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

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
    $0.235


On September 19, 2007, the closing price of our common stock on
the OTC Bulletin Board was $0.85.

As of October 26, 2007, there were 42 holders of record of our
common stock.

To date, we have not paid any dividends on our common shares
and do not expect to declare or pay any dividends on our common shares in the
foreseeable future. Payment of any dividends will depend upon future earnings,
if any, our financial condition, and other factors as deemed relevant by our
Board of Directors.

As of October 26, 2007, we do not have any equity compensation
plans.

Recent Sales of Unregistered Securities

During the six months ended July 31, 2007, we did not make any
sales of unregistered securities. For details regarding sales of unregistered
securities for the six month period from July 31, 2006 to January 31, 2007,
please see our Form 10-QSB/A filed on February 8, 2007.

14

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Item 6. Management's Discussion and Analysis or Plan of
Operation.

The following discussion should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing
elsewhere in this Form 10-KSB. The discussions of results, causes and trends
should not be construed to imply any conclusion that these results or trends
will necessarily continue into the future.

Forward Looking Statements

This report on Form 10-KSB contains certain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements for purposes of these provisions, including any
projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any
statements concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief; and any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.

Overview

Blink Couture Inc. was incorporated as a Delaware company on
October 23, 2003 with the former name Fashionfreakz International Inc. On
December 2, 2005 we changed our name to Blink Couture Inc. We do not have any
subsidiaries.

We are a shell company defined in Rule 405 under the
Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934,
since we have only conducted nominal operations and have only nominal assets.

On August 15, 2007 Susanne Milka resigned from her positions as
our President, Chief Executive Officer, Treasurer, Chief Accounting Officer and
director. Our Board of Directors appointed Penny Green, our sole director
following Ms. Milkas resignation, to hold the officer positions relinquished by
Ms. Milka.

Since our inception we have not yet earned any revenues and
have had operational losses to date. As of July 31, 2007 our accumulated net
losses since inception totaled of $54,705. We do not expect to generate revenues
until the spring 2008. We intend to generate revenues from the sale of clothing,
jewelry, and accessories sold on our website.

We are an online fashion business that specializes in retailing
clothing, jewelry and accessories produced by independent designers to customers
via the Internet. We launched our website, www.blinkcouture.com, on January 3,
2007. Currently our website includes products of women and accessories. We are
negotiating mens and childrens products. We have secured two independent
designers, Sweet Dream Tees Inc., which will allow us to produce custom designs,
and Sofia Bozikis Handbags, whose designs we will select and retail on our
website.

15

---

The following factors raise substantial doubt regarding the
ability of our business to continue as a going concern: (i) the losses we
incurred since our inception; (ii) no revenues we generated since our inception;
and (iii) our dependence on sale of equity securities and receipt of capital
from outside sources to continue in operation. Our auditors have issued a going
concern opinion. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your investment.

Results of Operations

Lack of Revenues

Since our inception on October 23, 2003 to July 31, 2007, we
had not yet earned any revenues. As of July 31, 2007, we had an accumulated
deficit of $54,705. At this time, our ability to generate any significant
revenues continues to be uncertain. The auditor's report on our July 31, 2007
financial statements contains an additional explanatory paragraph which
identifies issues that raise substantial doubt about our ability to continue as
a going concern. Our financial statements do not include any adjustment that
might result from the outcome of this uncertainty.

Net Loss

We incurred net loss of $42,764 for the year ended July 31,
2007.compared to $6,201 for the year ended July 31, 2006. Since our inception on
October 23, 2003 to year end July 31, 2007, we incurred a net loss of $54,705.
The net loss was incurred due to our lack of revenues.

Expenses

Our total expenses from our date of inception to July 31, 2007
were $54,705 and consisted of $22,204 in professional fees, $11,441 in general
and administrative fees, $11,192 in marketing fees, $9,800 in management fees,
and $567 in rent. Our total expenses for the year ended July 31, 2007 were
$42,764, compared to total expenses of $6,201 for the year end July 31, 2006.
The increase in total expenses was due to the costs for web development, as well
as increased professional fees due to the increase in our day-to-day operating
activities.

Our general and administrative expenses increased $3,095 from
$3,634 for the year ended July 31, 2006 to $6,729 for the year ended July 31,
2007. Our general and administrative expenses consist of salaries, office
supplies, travel expenses, rent, communication expenses (cellular, internet, fax
and telephone), office maintenance, courier and postage costs and office
equipment.

Our professional fees increased from NIL for the year ended
July 31, 2006 to $21,964 for the same period in 2007. The increase in
professional fees was due to significant legal and auditing services provided
during the past fiscal year, and also the fact that results for the year end May
31, 2007 represent 12 months worth of business activities, including development
of our website and entering into two design agreements. Our professional fees
consisted primarily of legal, accounting and auditing fees.

16

---

Our marketing costs were $11,192 for the year ended July 31,
2007, compared to NIL for the same period in 2006. These costs were for the
development of our website, which launched on January 3, 2007.

Our management fees remained the same for the year ended July
31, 2007 and July 31, 2006, at $2,400 each year. Our rent increased by $233 from
$167 for the year ended July 31, 2006, to $400 for the year ended July 31, 2007,
reflective of a full years rent paid in 2007; we entered into an agreement on
with our now former officer and director, Susanne Milka, to lease office space
at the rate of $100 per quarter on March 1, 2006.

Plan of Operations

We intend to spend approximately $68,000 over the next 12
months (beginning September 2007). We estimate that our expenses over the next
12 months will be approximately as follows:

Description
      Target Completion Date
      Estimated ExpensesAdd exclusive shirt designs
    September 2007
    2,000Additional photo and video shoots for our
      products
    September 2007
    10,000Publicity launch through a publicity agent
    October 2007
    3,000Add new kids line to product offering
    October 2007
    5,000Obtain at least one distribution license for
      pets accessories
    November 2007
    1,000Launch grass roots marketing campaign 
      including e-cards and funky emails that can be voluntarily sent
    December 2007
    2,000Attend Pure UK  a women's fashion trade show
      in London, England , and also visit Paris to purchase merchandise directly
      from wholesalers
    January 2008
    2,000Put ads in newspapers.
    March 2008
    1,000Attend Mode Accessories Trade Show in
      Calgary, Alberta, Canada
    May 2008
    2,000Accounting and legal fees
    12 months
    20,000General and administrative expenses
      (including office expenses, telephone and travel expenses)
    12 months
    10,000Financing costs
    12 months
    10,000Total
      
    68,000


16

---

As of July 31, 2007, we had cash of $2,604, and we believe that
we need approximately an additional $66,000 to meet our capital requirements
over the next 12 months. We intend to approach market makers and brokerages for
additional financing. We plan to initially raise $70,000 by private placements
from existing shareholders, a public offering or shareholder loans until more
financing is available.

As we expand in the future, and if we are successful in
attracting a large number of customers, we will incur additional costs for
personnel. In order to attract and retain quality personnel, our management
anticipates it will need to offer competitive salaries, issue common stock to
consultants or employees and grant stock options to future employees. We
anticipate that we may need approximately $40,000 per year beginning in 2009 to
pay salaries to employees or consultants working in the areas of marketing,
client relations and accounting. We do not have any material commitments for
capital expenditures as of October 23, 2007.

Liquidity and Capital Resources

We do not expect to generate any significant revenues over the
next twelve months. We intend to continue making financial investments in
marketing and website development and expect to incur substantial additional
losses over the next year.

As of July 31, 2007, we had a working capital deficit of $5,277.
  We had cash of $2,604 in our bank accounts as of July 31, 2007. Our total assets
  were $5,830, with $5,168 in total current assets, and $662 in property and equipment.
  Our total liabilities and total current liabilities were the same, at $10,445.
  Our net loss of $54,705 from October 23, 2003 (date of inception) to July 31,
  2007 was mostly funded by our equity financing. We expect to incur substantial
  losses over the next two years.

During the year ended July 31, 2007, we received net cash of
$6,650 from financing activities. We used net cash of $44,225 in operating
activities and $741 in investing activities to purchase property and equipment.
The decrease in cash was $38,316 during the year ended July 31, 2007.

In the fiscal year ended July 31, 2007, the Company issued at
total of 33,250 common shares at $0.20 per share in private placements for total
proceeds of $6,650.

We believe that we need approximately $68,000 to meet our
capital requirements over the next 12 months (beginning September 2007). Of the
$68,000, we had $2,604 in cash as of July 31, 2007, and we intend to raise the
balance of our cash requirements (approximately $66,000) from private
placements, loans, or possibly a registered public offering (either
self-underwritten or through a broker-dealer) within the next few months. We
also intend to seek consultants willing to accept our common stock as partial or
full consideration for service.

We have been negotiating with web based companies to build
marketing and other strategic alliances. In some instances we may use shares to
compensate strategic partners for their services or participation in our
activities. The introduction of new strategic partners could further affect our
operating results over the next several fiscal periods.

17

---

Expenses incurred which cannot be paid in stock, such as
auditors fees, will be paid through cash. If we are unable to raise the
necessary capital to meet our requirements, we may not be able to pay our
internet hosting fees, which may mean our website and services would no longer
be available to the public. In addition, we may not be able to pay our auditor
which could result in a failure to comply with accounting disclosure
requirements.

We are currently out of funds, and if this does not change within
  the next month, we will seek companies as potential reverse merger partners.
  In order to improve our liquidity, we are currently pursuing additional equity
  financing through discussion with investment bankers and private investors.
  There can be no assurance we will be successful in our efforts to secure additional
  equity financing. If operations and cash flow improve through these efforts,
  management believes that we can continue to operate. At this time we do not
  have any commitments from any broker-dealer to provide us with financing. There
  is no guarantee that we will be successful in raising any capital. If we fail
  in raising capital, our business may fail. Also, no assurance can be given that
  management's actions will result in profitable operations or the resolution
  of our liquidity problems.

Known Material Trends and Uncertainties

As at July 31, 2007, we have no off-balance sheet transactions
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

We believe that the above discussion contains a number of
forward-looking statements. Our actual results and our actual plan of operations
may differ materially from what is stated above. Factors which may cause our
actual results or our actual plan of operations to vary include, among other
things, decision of the Board of Directors not to pursue a specific course of
action based on a re-assessment of the facts or new facts, changes in laws
relating to how businesses conduct their business through the internet, outside
factors affecting the entertainment industry or general economic conditions.

Item 7. Financial Statements.

Our consolidated financial statements for the year ended July
31, 2007, together with the Report of Independent Registered Public Accounting
Firm thereon, are included in this Report commencing on page F-1.

17

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Blink Couture Inc. (A Development Stage Company)

July 31, 2007



|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F-1  
|                                                              |      
|Balance
      Sheets                                          | F-2  
|                                                              |      
|Statements
      of Operations                                | F-3  
|                                                              |      
|Statements
      of Cash Flows                                | F-4  
|                                                              |      
|Statement
      of Stockholders Equity                       | F-5  
|                                                              |      
|Notes
      to the Financial Statements                       | F-6  

18

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Report of Independent Registered Public Accounting
Firm

To the Directors and StockholdersBlink Couture Inc.
(formerly Fashionfreakz International Inc.) (A Development Stage Company)

We have audited the accompanying balance sheets of Blink
Couture Inc. (A Development Stage Company) as of July 31, 2007 and 2006, and the
related statements of operations, cash flows and stockholders' equity for the
years then ended and accumulated from October 23, 2003 (Date of Inception) to
July 31, 2007. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Blink
Couture Inc. (A Development Stage Company) as of July 31, 2007 and 2006, and the
results of its operations and its cash flows for the years then ended and
accumulated from October 23, 2003 (Date of Inception) to July 31, 2007 in
conformity with accounting principles generally accepted in the United States.

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

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 25, 2007

F-1

---

Blink Couture Inc. (A Development Stage Company)
Balance Sheets (Expressed in US dollars)

|                                                                            |  | July 31, |   |  | July 31, |  
|--------------------------------------------------------------------------- |  | -------- | - |  | -------- | -
|                                                                            |  | 2007     |   |  | 2006     |  
|                                                                            |  | $        |   |  | $        |  
|ASSETS                                                                      |  |          |   |  |          |  
|Current Assets                                                              |  |          |   |  |          |  
|Cash                                                                        |  | 2,604    |   |  | 40,920   |  
|Prepaid Expense                                                             |  | 1,082    |   |  | -        |  
|Inventory                                                                   |  | 1,482    |   |  | -        |  
|Total Current Assets                                                        |  | 5,168    |   |  | 40,920   |  
|Property and Equipment                                                      |  | 662      |   |  | -        |  
|Total Assets                                                                |  | 5,830    |   |  | 40,920   |  
|                                                                            |  |          |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                              |  |          |   |  |          |  
|Current Liabilities                                                         |  |          |   |  |          |  
|Accounts payable                                                            |  | 1,717    |   |  | 2,023    |  
|Due to
      related parties (Notes 3 (a) and (b))                          |  | 8,728    |   |  | 7,698    |  
|Total Liabilities                                                           |  | 10,445   |   |  | 9,721    |  
|Contingencies and Commitments (Notes 1 and 5)                               |  |          |   |  |          |  
|Stockholders Equity (Deficit)                                              |  |          |   |  |          |  
|Preferred Stock: 20,000,000 shares authorized, $0.0001 par
      value      |  |          |   |  |          |  
|Nil shares issued and outstanding                                           |  |         |   |  |         |  
|Common Stock: 80,000,000 shares authorized, $0.0001 par value               |  |          |   |  |          |  
|20,640,250 and 20,605,500 shares issued and outstanding,
      respectively |  | 2,064    |   |  | 2,061    |  
|Additional Paid-in Capital                                                  |  | 48,026   |   |  | 41,079   |  
|Deficit
      Accumulated During the Development Stage                      |  | (54,705  | ) |  | (11,941  | )
|Total Stockholders
      Equity (Deficit)                                  |  | (4,610   | ) |  | 31,199   |  
|Total Liabilities
      and Stockholders Equity (Deficit)                  |  | 5,830    |   |  | 40,920   |  

F-2

(The accompanying notes are an integral part of the financial
statements)

---

Blink Couture Inc. (A Development Stage Company)
Statements of Operations (Expressed in US dollars)

|                                          |  | Accumulated from    |   |  |                    |   |  |            |  
|----------------------------------------- |  | ------------------- | - |  | ------------------ | - |  | ---------- | -
|                                          |  | October 23, 2003    |   |  |                    |   |  |            |  
|                                          |  | (Date of Inception) |   |  | For the Year Ended |  
|                                          |  | to July 31,         |   |  | July 31,           |  
|                                          |  | 2007                |   |  | 2007               |   |  | 2006       |  
|                                          |  | $                   |   |  | $                  |   |  | $          |  
|Revenue                                   |  |                    |   |  |                   |   |  |           |  
|Expenses                                  |  |                     |   |  |                    |   |  |            |  
|Amortization                              |  | 79                  |   |  | 79                 |   |  |           |  
|General and administrative                |  | 11,441              |   |  | 6,729              |   |  | 3,634      |  
|Management fees (Note 3(c))               |  | 9,800               |   |  | 2,400              |   |  | 2,400      |  
|Marketing                                 |  | 11,192              |   |  | 11,192             |   |  |           |  
|Professional fees                         |  | 22,204              |   |  | 21,964             |   |  |           |  
|Rent                                      |  | 567                 |   |  | 400                |   |  | 167        |  
|Total Expenses                            |  | 54,705              |   |  | 42,764             |   |  | 6,201      |  
|Net Loss For the Period                   |  | (54,705             | ) |  | (42,764            | ) |  | (6,201     | )
|Net Loss Per Share  Basic and Diluted    |  |                    |   |  |                   |   |  |           |  
|Weighted Average Shares
      Outstanding |  |                    |   |  | 20,640,000         |   |  | 20,415,000 |  

F-3

(The accompanying notes are an integral part of the financial
statements)

---

Blink Couture Inc. (A Development Stage Company)
Statements of Cash Flows (Expressed in US dollars)

|                                                            |  | Accumulated from    |   |  | For the Year Ended |  
|----------------------------------------------------------- |  | ------------------- | - |  | ------------------ | -
|                                                            |  | October 23, 2003    |   |  | July 31,           |  
|                                                            |  | (Date of Inception) |   |  |                    |  
|                                                            |  | to July 31, 2007    |   |  | 2007               |  
|                                                            |  | $                   |   |  | $                  |  
|Operating Activities                                        |  |                     |   |  |                    |  
|Net loss for the year                                       |  | (54,705             | ) |  | (42,764            | )
|Adjustments to reconcile net loss to net cash
      used in |  |                     |   |  |                    |  
|operating activities:                                       |  |                     |   |  |                    |  
|Amortization                                                |  | 79                  |   |  | 79                 |  
|Shares issued for services                                  |  | 300                 |   |  | 300                |  
|Change in operating assets and liabilities:                 |  |                     |   |  |                    |  
|Prepaid Expense                                             |  | (1,082              | ) |  | (1,082             | )
|Inventory                                                   |  | (1,482              | ) |  | (1,482             | )
|Accounts payable                                            |  | 1,717               |   |  | (306               | )
|Due to related parties                                      |  | 8,728               |   |  | 1,030              |  
|Net Cash Used In Operating
      Activities                 |  | (46,445             | ) |  | (44,225            | )
|Investing Activities                                        |  |                     |   |  |                    |  
|Purchase
      of property and equipment                    |  | (741                | ) |  | (741               | )
|Net Cash Flows Used in Investing Activities                 |  | (741                | ) |  | (741               | )
|Financing Activity                                          |  |                     |   |  |                    |  
|Proceeds from issuance of common stock                      |  | 49,790              |   |  | 6,650              |  
|Net Cash Flows Provided
      By Financing Activities       |  | 49,790              |   |  | 6,650              |  
|Increase(Decrease) in Cash                                  |  | 2,604               |   |  | (38,316            | )
|Cash - Beginning of
      Year                              |  |                    |   |  | 40,920             |  
|Cash  End of Year                                          |  | 2,604               |   |  | 2,604              |  
|Supplemental Disclosures                                    |  |                     |   |  |                    |  
|Interest paid                                               |  |                    |   |  |                   |  
|Income taxes
      paid                                     |  |                    |   |  |                   |  

F-4

(The accompanying notes are an integral part of the financial
statements)

---

Blink Couture Inc. (A Development Stage Company)
Statement of Stockholders EquityFor the Period from October 23, 2003
(Date of Inception) to July 31, 2007 (Expressed in US dollars)

DeficitAccumulatedAdditional
    
    
    During theCommon
    
    
    
    
    
    Paid-in
    
    
    DevelopmentStock
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Total#
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance  October 23, 2003 (Date ofInception)
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    )


F-5

(The accompanying notes are an integral part of the financial
statements)

---

Blink Couture Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements
  For the Period from October 23, 2003 (Date of Inception) to July 31, 2007)

|1. | Nature of Business and Continuance of
Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Fashionfreakz International Inc. (the Company) was
      incorporated 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. The Company is a Development Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No. 7
      Accounting and Reporting by Development Stage Enterprises. The
      Companys principal business is specializing online in retailing trendy
      clothing and accessories produced by independent designers. The Company is
      in the process of expanding its product line and developing its
      website.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. As at July 31, 2007, the Company has a working capital deficit
      of $5,277 and accumulated losses of $54,700 since inception. These factors
      raise substantial doubt regarding the Companys ability to continue as a
      going concern. These financial statements do not include any adjustments
      to the recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-6

---

Blink Couture Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements
  For the Period from October 23, 2003 (Date of Inception) to July 31, 2007)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | i)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           

F-7

---

Blink Couture Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements
  For the Period from October 23, 2003 (Date of Inception) to July 31, 2007)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------

| | l) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 123R, Share-Based Payments, using the
      fair value method. The Company also complies with the provisions of FASB
      Emerging Issues Task Force (EITF) Issue No. 96-18, Accounting for
      Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or in Conjunction with Selling, Goods or Services(EITF 96-18). All
      transactions in which goods or services are the consideration received for
      the issuance of equity instruments are accounted for based on the fair
      value of the consideration received or the fair value of the equity
      instrument issued, whichever is more reliably measurable. Equity
      instruments issued to employees and the cost of the services received as
      consideration are measured and recognized based on the fair value of the
      equity instruments issued.                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | m) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In February 2007, the Financial Accounting Standards
      Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities  Including an Amendment of FASB
      Statement No. 115. This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value.
      Most of the provisions of SFAS No. 159 apply only to entities that elect
      the fair value option. However, the amendment to SFAS No. 115
      Accounting for Certain Investments in Debt and Equity Securities
      applies to all entities with available-for- sale and trading securities.
      SFAS No. 159 is effective as of the beginning of an entitys first fiscal
      year that begins after November 15, 2007. Early adoption is permitted as
      of the beginning of a fiscal year that begins on or before November 15,
      2007, provided the entity also elects to apply the provision of SFAS No.
      157, Fair Value Measurements.The adoption of this statement is
      not expected to have a material effect on the Company's financial
      statements.                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In September 2006, the SEC issued Staff Accounting
      Bulletin (SAB) No. 108, Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements. SAB No. 108 addresses how the effects of prior year
      uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires
      companies to quantify misstatements using a balance sheet and income
      statement approach and to evaluate whether either approach results in
      quantifying an error that is material in light of relevant quantitative an
      qualitative factors. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. The adoption of this statement did not have a
      material effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In September 2006, the FASB issued SFAS No. 158,
      Employers Accounting for Defined Benefit Pension and Other
      Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106,
      and 132(R). This statement requires employers to recognize the
      overfunded or underfunded status of a defined benefit postretirement plan
      (other than a multiemployer plan) as an asset or liability in its
      statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This statement also requires an employer to
      measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The provisions
      of SFAS No. 158 are effective for employers with publicly traded equity
      securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement did not have a material effect on the
      Company's reported financial position or results of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement is not expected to have a
      material effect on the Company's future reported financial position or
      results of operations.                                                                                                                                                                                                                                                            

F-8

---

Blink Couture Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements
  For the Period from October 23, 2003 (Date of Inception) to July 31, 2007)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           

|3. | Related Party Transactions                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|4. | Common Stock                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | e)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | f)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|   | g)                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                     
|5. | Commitment                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                     
|   | On March 1, 2006, the Company entered into a Lease
      Agreement to rent an office owned by the former President of the Company
      for a fee of $100 per calendar quarter. At July 31, 2007, rent expense of
      $400 was recorded as due to related parties.

F-9

---

Blink Couture Inc. 
  (A Development Stage Company) 
  Notes to the Financial Statements
  For the Period from October 23, 2003 (Date of Inception) to July 31, 2007)

|6. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company has adopted the provisions of SFAS 109,
      Accounting for Income Taxes.Pursuant to SFAS 109 the Company is
      required to compute tax asset benefits for net operating losses carried
      forward. The potential benefit of net operating losses have not been
      recognized in the financial statements because the Company cannot be
      assured that it is more likely than not that it will utilize the net
      operating losses carried forward in future years. The Company has
      approximately $51,625 of net operating loss carryforwards available to
      offset taxable income in future years which expire through fiscal 2027.
      For the years ended July 31, 2007 and 2006, the valuation allowance
      established against the deferred tax assets increased by $15,900 and
      $2,200, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The components of the net deferred tax asset at December
      31, 2006 and 2005, the statutory tax rate, the effective tax rate and the
      amount of the valuation allowance are indicated
below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                                           |  | July 31, |   |  | July 31, |  
| | --------------------------------------------------------- |  | -------- | - |  | -------- | -
| |                                                           |  | 2007     |   |  | 2006     |  
| |                                                           |  | $        |   |  | $        |  
| |                                                           |  |          |   |  |          |  
| | Computed expected recovery based on
      statutory rates |  | (15,000  | ) |  | (2,200   | )
| | Change in
      valuation allowance                       |  | 15,000   |   |  | 2,200    |  
| |                                                           |  |          |   |  |          |  
| | Reported income
      taxes                               |  |         |   |  |         |  

| |                                  |  | July 31, |   |  | July 31, |  
| | -------------------------------- |  | -------- | - |  | -------- | -
| |                                  |  | 2007     |   |  | 2006     |  
| |                                  |  | $        |   |  | $        |  
| |                                  |  |          |   |  |          |  
| | Deferred tax asset               |  |          |   |  |          |  
| | - Non-capital losses             |  | 18,100   |   |  | 3,100    |  
| | -
      Less valuation allowance |  | (18,100  | ) |  | (3,100   | )
| |                                  |  |          |   |  |          |  
| | Net deferred tax asset           |  |         |   |  |         |  

The Company has incurred operating
losses of approximately $51,625 which, if unutilized, will expire through to
2027. Future tax benefits, which may arise as a result of these losses, have not
been recognized in these financial statements, and have been offset by a
valuation allowance. The following table lists the fiscal year in which the loss
was incurred and the expiration date of the operating loss carry forwards:

ExpirationDate ofIncome TaxOperatingNet
      
      
      Loss CarryLoss
      
      
      Forwards2005
    
    2,665
    
    
    20202006
    
    6,201
    
    
    20262007
    
    42,759
    
    
    2027Total Income Tax Loss
      Carryforward
    $
    51,625


F-10

---

Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure

Since inception, we have had no changes in or disagreements
with our accountants. Our audited financial statements for the fiscal year ended
July 31, 2007 have been included in this annual report in reliance upon Manning
Elliott LLP, Independent Registered Public Accounting Firm, as experts in
accounting and auditing.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures as of October 23, 2007. Based on this
evaluation, our Chief Financial Officer and Chief Executive Officer concluded
that our disclosure controls and procedures are effective for gathering,
analyzing and disclosing the information we are required to disclose in the
reports we file, within the time periods specified in the SECs rules and forms.
Such evaluation did not identify any change in our internal control over
financial reporting that occurred during the year ended July 31, 2007 that has
materially affected or is reasonably likely to materially affect our internal
control over financial reporting. Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms.

The term "internal control over financial reporting" is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's Board of Directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

---

|(2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.                                                                                                                                              

Item 8B. Other Information.

None.

PART III

Item 9. Director, Executive Officer, Promoter and Control
Person; Compliance with Section 16(a) of the Exchange Act.

The following table sets forth the name, age and position of
our executive officer and director as of October 26, 2007.

Name and Age
    Position(s) Held in Blink
      Couture Inc.
    Principal Occupation(s)
      During Past 5 Years
    Other Directorships Held by
      DirectorPenny Green, 35
    President, Secretary, Treasurer, Director,
      CFO, CEO, Chief Accounting Officer since August 15, 2007
      to present
    Lawyer since 1996 and manager of her
      own law firm from 1998 to present.
    Director of Sound Revolution Inc., a
      public company in the business of digital music distribution.


Significant Employees

There are no individuals other than our executive officer who
are expected to make a significant contribution to the business.

Family Relationships

There are no family relationships among directors, executive
officers, or persons nominated or chosen by us to become directors or executive
officers.

20

---

Legal Proceedings

There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:

- any bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending
  criminal proceeding (excluding traffic violations and other minor offenses);
- being subject to any order, judgment, or decree, not subsequently
  reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently or temporarily enjoining, barring, suspending or otherwise
  limiting his involvement in any type of business, securities or banking
  activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated.

Board of Directors and Its Committees

The Board of Directors currently does not have a nominating
committee or a compensation committee. The functions of the Audit Committee are
currently carried out by our Board of Directors. Our Board of Directors has
determined that we do not have an audit committee financial expert on its Board
of Directors carrying out the duties of the Audit Committee. The Board of
Directors has determined that the cost of hiring a financial expert to act as a
director and to be a member of the Audit Committee or otherwise perform Audit
Committee functions outweighs the benefits of having a financial expert on the
Audit Committee.

Director Nominees

We do not have a nominating committee. The Board of Directors,
sitting as a Board, selects individuals to stand for election as members of the
Board. Since the Board of Directors consists of one person and does not include
a majority of independent directors, the decision of the Board as to director
nominees is made by persons who have an interest in the outcome of the
determination. The Board will consider candidates for directors proposed by
security holders, although no formal procedures for submitting candidates have
been adopted. Unless otherwise determined, not less than 90 days prior to the
next annual Board of Directors' meeting at which the slate of Board nominees is
adopted, the Board will accept written submissions of proposed nominees that
include the name, address and telephone number of the proposed nominee; a brief
statement of the nominees qualifications to serve as a director; and a
statement as to why the shareholder submitting the proposed nominee believes
that the nomination would be in the best interests of shareholders.

21

---

If the proposed nominee is not the same person as the
shareholder submitting the name of the nominee, a letter from the nominee
agreeing to the submission of his or her name for consideration should be
provided at the time of submission. The letter should be accompanied by a résumé
supporting the nominee's qualifications to serve on the Board of Directors, as
well as a list of references.

The Board identifies director nominees through a combination of
referrals from different people, including management, existing Board members
and security holders. Once a candidate has been identified, the Board reviews
the individual's experience and background and may discuss the proposed nominee
with the source of the recommendation. If the Board believes it to be
appropriate, Board members may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to shareholders for election
to the Board.

Among the factors that the Board considers when evaluating
proposed nominees are their knowledge of, and experience in business matters,
finance, capital markets and mergers and acquisitions. The Board may request
additional information from the candidate prior to reaching a determination. The
Board is under no obligation to formally respond to all recommendations,
although as a matter of practice, it will endeavor to do so.

Code of Ethics

We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions because we have
not yet finalized the content of such a code. Companies whose equity securities
are listed for trading on the OTC Bulletin Board are not currently required to
do so.

22

---

Item 10. Executive Compensation.

The following table sets forth, as of July 31, 2007,
compensation awarded to our Chief Executive Officer (CEO), and to other persons
serving as executive officers whose salary and bonus for such year exceeded
$100,000 (collectively, the Named Executive Officers) for the last two
completed fiscal years.

**Annual Compensation**
      Long Term Compensation
      All other compens-
        ation $Summary Annual Compensation
      Awards
      PayoutsName andprincipal position
      **Year**
      **Salary**$
      **Bonus**$
      Other Annual Compensa-tion $
      Restricted Stock **Award(s)**$
      Securities Underlying **Options/SARs** (#)
      LTIP Payouts $Susanne 
        Milka, 
        President, 
        CEO, 
        CFO, 
        Secretary, 
        Treasurer 
        and Chief 
        Accounting 
        Officer
      2007
      0
      0
      $2,400(1)
      0
      0
      0
      02006
      0
      0
      $2,400(1)
      0
      0
      0
      0


(1) For the fiscal year ended July 31, 2007, we recognized
$2,400 in management services owing to the former president as a result of an
agreement entered into on March 2004 to pay management services at a rate of
$200 per month.

Option/SAR Grants in Last Fiscal Year

No Options/SARs were granted in the last two fiscal years to
Susanne Milka, our executive officer.

Employment Agreements

We have no written employment agreement with our executive
officer at this time. During the last two fiscal years, we paid $2,400 per year
to Susanne Milka pursuant to a management services agreement entered into in
March 2004.

Compensation of Directors

Directors are entitled to receive reimbursement for all
out-of-pocket expenses incurred for attendance at Board of Directors
meetings.

23

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Change of Control

There is no compensatory plan or arrangement with respect to
any individual named above which results or will result from the resignation,
retirement or any other termination of employment with us, or from a change in
our control.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of October 26,
2007 by: (i) each of our directors; (ii) each of our named executive officers;
and (iii) each person or group known by us to beneficially own more than 5% of
our outstanding shares of common stock. Unless otherwise indicated, the
shareholders listed below possess sole voting and investment power with respect
to the shares they own.

Title of Class
      Name and Address of Beneficial
      Owner
      Amount and Nature of
      Beneficial Ownership (1) (#)
      Percent of Class (2)Common Share
    Penny Green (3) Suite 1820, 925 W.
      Georgia Street Vancouver BC V6C 3L2 Canada
    16,400,000
    79.5%Common Shares
    Susanne Milka (4)
    2,000,000
    9.7%Common Shares
    Errol Green (5)
    2,000,000
    9.7%


|(1) | The number and percentage of shares beneficially owned is
      determined under rules of the SEC and the information is not necessarily
      indicative of beneficial ownership for any other purpose. Under such
      rules, beneficial ownership includes any shares as to which the individual
      has sole or shared voting power or investment power and also any shares
      which the individual has the right to acquire within 60 days through the
      exercise of any stock option or other right. The persons named in the
      table have sole voting and investment power with respect to all shares of
      common stock shown as beneficially owned by them, subject to community
      property laws where applicable and the information contained in the
      footnotes to this table.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Based on 20,640,250 issued and outstanding shares of
      common stock as of October 23, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Penny Green became our sole director, President,
      Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and
      Chief Accounting Officer on August 15, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

24

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|(4) | Susanne Milka resigned as our director, President,
      Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and
      Chief Accounting Officer on August 15, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                       
|(5) | Errol Green is the father of Penny Green, our sole
      director and chief officer.                                                                                                  

Changes in Control

There are currently no arrangements which would result in a
change in control of us.

Item 12. Certain Relationships and Related Transactions.

During the fiscal year ended July 31, 2007, Susanne Milka, our
former President, advanced us $161 in cash, which has not been repaid by us. At
July 31, 2007, we owe $8,567 to Susanne Milka for unpaid management fees and
rent.

During the year ended July 31, 2007, we recognized a total of
$2,400 for management services provided, pursuant to an agreement entered into
with our former President, Susanne Milka, in March 2004.

Other than as described above, we have not entered into any
transactions with our officers, directors, persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons wherein the amount involved in the transaction or a
series of similar transactions exceeded the lesser of $120,000 or 1% of the
average of our total assets for the last two fiscal years.

25

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Item 13. Exhibits.

|Exhibit | **Exhibit**                                                                                                                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | **Description**                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                 
|3.1     | Certificate (Articles) of Incorporation (1)                                                                                                                                                                     
|        |                                                                                                                                                                                                                 
|3.2     | Bylaws (1)                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                 
|31.1    | Certification
        of the Chief Executive Officer and Chief Financial Officer Pursuant to
        Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                                                                 
|32.1    | Certification
        of the Chief Executive Officer and Chief Financial Officer Pursuant to
        18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
        Oxley Act of 2002       

(1) Included as exhibits on Form SB-2/A filed on November 27,
2006

Item 14. Principal Accountant Fees and Services.

Audit and Non-Audit Fees

The following table represents fees for the professional audit
services and fees billed for other services rendered by our current auditors,
Manning Elliott LLP for the audit of our annual financial statements for the
year ended July 31, 2006 and 2007 and any other fees billed for other services
rendered by Manning Elliott LLP during these periods. All fees are paid by US
dollars.

Year Ended May 31,
      **2006**
    **Year Ended May 31,**
      **2007**Audit fees
    $ -
      $9,200Audit-related fees
    -
    -Tax fees
    -
    -All other fees
    -
    -Total
    NIL
      $9,200


Since our inception, our Board of Directors, performing the
duties of the Audit Committee, reviews all audit and non-audit related fees at
least annually. The Board of Directors as the Audit Committee pre-approved all
audit related services in fiscal 2007.

26

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

|                       | Blink Couture Inc.                 
|---------------------- | -----------------------------------
|                       |                                    
|                       |                                    
|                       | By: /s/ Penny Green                
|Date: October 29, 2007 | Penny Green                        
|                       | President, Chief Executive Officer,
|                       | Chief Financial Officer, Director  

Pursuant to the requirements of the Exchange Act this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

|Signature      | Title                          | Date            
|-------------- | ------------------------------ | ----------------
|               |                                |                 
|/s/Penny Green | President, Chief Executive     | October 29, 2007
|Penny Green    | Officer, Chief Financial       |                 
|               | Officer, Principal Accounting  |                 
|               | Officer, Secretary, Treasurer, |                 
|               | Director                       |                 

27

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