UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




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




for the
fiscal year endedJuly 31,
2010




 ̈ Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934




for the
transition period from _______________ to _______________




Commission
File Number:  333-138951




BLINK
COUTURE, INC.


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




Delaware
            98-0568153(State
      or other jurisdiction of incorporation or
            (IRS
      Employer Identification No.)organization)c/o
      Regent Private Capital, LLC152
      West 57th
      Street, 9th
      FloorNew
      York, New York
            10019(Address
      of principal executive offices)
            (Zip
      Code)




Issuer's
telephone number, including area code:(212) 792-5300





Not
Applicable





Former
address if changed since last report




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




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




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes ̈   Nox




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes ̈   Nox




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes   
 o
No     o




Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   ̈





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





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




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).     x Yes  ̈ No




The
aggregate market value of the voting and non-voting  common stock held
by non-affiliates of the registrant as of January 29, 2010 (the last business
day of the registrant’s most recently completed second fiscal quarter) was
$42,816.




The
number of shares of the registrant’s common stock, par value $0.0001 per share
outstanding on October 25, 2010 was 393,169 shares.







TABLE
OF CONTENTS





PART
      IITEM
      1.
                                                        
                                                        BUSINESS
                                                        
                                                        2ITEM
      1A.
                                                        
                                                        RISK
      FACTORS
                                                        
                                                        8ITEM
      1B.
                                                        
                                                        UNRESOLVED
      STAFF COMMENTS
                                                        
                                                        8ITEM
      2.
                                                        
                                                        PROPERTIES
                                                        
                                                        8ITEM
      3.
                                                        
                                                        LEGAL
      PROCEEDINGS
                                                        
                                                        8ITEM
      4.
                                                        
                                                        REMOVED
      AND RESERVED
                                                        
                                                        8PART
      IIITEM
      5.
                                                        
                                                        MARKET
      FOR REGISTRANT’S COMMON
      EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                                                        
                                                        8ITEM
      6.
                                                        
                                                        SELECTED
      FINANCIAL DATA
                                                        
                                                        9ITEM
      7.
                                                        
                                                        MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                                        
                                                        10ITEM
      7A.
                                                        
                                                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                        
                                                        13ITEM
      8.
                                                        
                                                        FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                                        
                                                        13ITEM
      9.
                                                        
                                                        CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                                        
                                                        22ITEM
      9A
                                                        
                                                        CONTROLS
      AND PROCEDURES
                                                        
                                                        22ITEM
      9B.
                                                        
                                                        OTHER
      INFORMATION
                                                        
                                                        23PART
      IIIITEM
      10.
                                                        
                                                        DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                                        
                                                        23ITEM
      11.
                                                        
                                                        EXECUTIVE
      COMPENSATION
                                                        
                                                        24ITEM
      12.
                                                        
                                                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                        
                                                        25ITEM
      13.
                                                        .
                                                        CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                                                        
                                                        25ITEM
      14
                                                        
                                                        PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                                        
                                                        26PART
      IVITEM
      15.
                                                        
                                                        EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                                                        
                                                        27SIGNATURES
                                                        
                                                        
                                                        
                                                        30







Forward-Looking
Statements




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





Certain  Information




All
references in this Report to the number of shares of our Common Stock, issued
and outstanding, and all share prices reflect a 1-for-52-1/2 reverse stock split
of our shares of Common Stock which was effective on November 23,
2009.




PART
I




ITEM 1.
            BUSINESS.





Background





The
Company was incorporated in the State of Delaware on October 23, 2003, under the
name Fashionfreakz International Inc. On December 2, 2005, the Company changed
its name to Blink Couture, Inc. Until March 4, 2008, the Company’s principal
business was the online retail marketing of trendy clothing and accessories
produced by independent designers. On March 4, 2008, the Company discontinued
its prior business and changed its business plan. The Company’s business plan
now consists of exploring potential targets for a business combination through
the purchase of assets, share purchase or exchange, merger or similar type of
transaction.





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


2




We will
be competing against other entities that possess greater financial, technical
and managerial capabilities for identifying and completing business
combinations. In evaluating a prospective business combination, we will conduct
as extensive a due diligence review of potential targets as possible given the
lack of information which may be available regarding private companies, our
limited personnel and financial resources and the limited experience of our
management with respect to such activities. We expect that our due diligence
will encompass, among other things, meetings with the target business’s
incumbent management and inspection of its facilities, as necessary, as well as
a review of financial and other information which is made available to us. This
due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage. Our limited funds and the lack of
full-time management will likely make it impracticable to conduct a complete and
exhaustive investigation and analysis of a target business before we consummate
a business combination. Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys and
the like which, if we had more funds available to us, would be desirable. Our
decision-making will be particularly dependent upon information provided by the
promoters, owners, sponsors or others associated with the target business
seeking our participation.





The time
and costs required to select and evaluate a target business and to structure and
complete a business combination cannot presently be ascertained with any degree
of certainty. Any costs incurred with respect to the indemnification and
evaluation of a prospective business combination that is not ultimately
completed will result in a loss to us.




Additionally,
the Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce our likelihood of identifying and consummating a
successful business combination.





Any
business opportunity that is acquired by the Company is expected to have a
desire to become a public company and establish a public trading market for its
securities. As such, in connection with such business combination, it is likely
control of the Company would be issued by the Company or purchased from the
current principal shareholders of the Company by the acquiring entity or its
affiliates. If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains.




We fully
anticipate that business opportunities will come to the Company’s attention from
various sources. These sources may include, but not be limited to, its principal
shareholders, professional advisors such as attorneys and accountants,
securities broker-dealers, and others who may present unsolicited proposals.
Currently, the Company has no agreements, whether written or oral, with any
individual or entity, to act as a finder for the Company. However, at the
present, we contemplate that our majority shareholder, Regent Private Capital,
LLC (“Regent”), or certain of its affiliates may introduce a business
combination target to us. Lawrence Field, our sole officer and director is also
a managing director of Regent.





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





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




3




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





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





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





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





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





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





Investigation and Selection of
Business Opportunities





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





It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to one such venture because of the Company’s limited financial
resources. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from
another.


4




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





The
analysis of new business opportunities will be undertaken by or under the
supervision of our management and the Company’s principal shareholders. Current
or future management of the Company may decide to hire outside consultants to
assist in the investigation and selection of business opportunities, and might
pay a finder’s fee, in stock in cash, as allowed by law. Since the Company has
no current plans to use any outside consultants, no criteria or policies have
been adopted. No assurance can be given that the Company will be successful in
finding or acquiring a desirable business opportunity, given that limited funds
are available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.





As of the date of the
period covered by this report, the Company has not entered into any definitive
agreement with any party, nor have there been any specific discussions with any
potential business combination candidate regarding business opportunities for
the Company. The Company has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Company will consider the following kinds of
factors:




(a)
              Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;
  (b)
              Competitive position as compared to other
      firms of similar size and experience within the industry segment as well
      as within the industry as a whole;
  (c)
              Strength and diversity of management, either
      in place or scheduled for recruitment;
  (d)
              Capital requirements and anticipated
      availability of required funds, to be provided by the Company or from
      operations, through the sale of additional securities, through joint
      ventures or similar arrangements or from other
  sources;
  (e)
              The cost of participation by the Company as
      compared to the perceived tangible and intangible values and
      potentials;
  (f)
              The extent to which the business opportunity
      can be advanced;
  (g)
              The accessibility of required management
      expertise, personnel, raw materials, services, professional assistance and
      other required items; and
 (h)
                Other relevant
factors.
  In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.




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


5




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





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





Form
of Acquisition





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





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





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





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


6




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





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





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





Investment
Company Act and Other Regulation





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





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





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





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





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


7




Competition





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





Employees





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





ITEM
1A.  RISK FACTORS.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




ITEM
1B.  UNRESOLVED STAFF COMMENTS.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




ITEM
2.    PROPERTIES.





The
Company neither rents nor owns any properties. The Company uses the office space
and equipment of Regent rent free. The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.





ITEM
3.    LEGAL PROCEEDINGS.





The
Company was not a party to any pending legal proceedings.





ITEM
4.    REMOVED AND RESERVED.





PART
II.




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





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). As of October
20, 2010, there were 393,169 shares of Common Stock issued and outstanding which
were held by 22 holders of record.





Preferred
Stock




Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
Company has not yet issued any of its Preferred Stock.




Options and
Warrants




None of
the shares of our Common Stock are subject to outstanding options or
warrants.




8


Dividend
Policy





The
Company has not declared or paid any cash dividends on its Common Stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.




Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its Common Stock or Preferred Stock.
The issuance of any of our Common Stock or Preferred Stock is within the
discretion of our Board of Directors, which has the power to issue any or all of
our authorized but unissued shares without stockholder approval.




Market
for Our Shares of Common Stock





Our
Common Stock is quoted on the OTC Bulletin Board, under the trading symbol
“BLKU.OB”. The market for our Common 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 shares of Common Stock on
the OTC Bulletin Board for each quarter during our fiscal years ended July 31,
2009 and 2010. The following quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions:




Period
                
                High
                
                
                LowAugust
      1, 2008 – October 31, 2008
                
                $
                4.73
                
                
                $
                4.73November
      1, 2008 – January 31, 2009
                
                $
                4.73
                
                
                $
                4.73February
      1, 2009 – April 30, 2009
                
                $
                4.73
                
                
                $
                3.15May
      1, 2009 – July 31, 2009
                
                $
                3.15
                
                
                $
                3.15August
      1, 2009 – October 31, 2009
                
                $
                3.15
                
                
                $
                3.15November
      1, 2009 – January 31, 2010
                
                $
                3.15
                
                
                $
                0.53February
      1, 2010 – April 30, 2010
                
                $
                0.53
                
                
                $
                0.53May
      1, 2010 – July 31, 2010
                
                $
                0.53
                
                
                $
                0.53





Recent
Sales of Unregistered Securities





None.





Purchases
of Equity Securities





The
Company did not purchase or redeem any of its equity securities during the
fourth quarter of its fiscal year ended July 31, 2010.





ITEM
6.    SELECTED FINANCIAL DATA





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.


9




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




The
following discussion should be read in conjunction with our audited financial
statements and the notes thereto.





Overview





The
Company was incorporated in the State of Delaware on October 23, 2003, under the
name Fashionfreakz International Inc. On December 2, 2005, the Company changed
its name to Blink Couture, Inc. Until March 4, 2008, the Company’s principal
business was the online retail marketing of trendy clothing and accessories
produced by independent designers. On March 4, 2008, the Company discontinued
its prior business and changed its business plan. The Company’s business plan
now consists of exploring potential targets for a business combination through
the purchase of assets, share purchase or exchange, merger or similar type of
transaction.





The
Company is currently considered to be a “blank check” company. The SEC defines
those companies as “any development stage company that is issuing a penny stock,
within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.” Many states have enacted statutes, rules and
regulations limiting the sale of securities of “blank check” companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations.





We will
not be restricted in our search for business combination candidates to any
particular geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management’s discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management will seek combination
candidates in the United States and other countries, as available time and
resources permit, through existing associations and by word of mouth. This plan
of operation has been adopted in order to attempt to create value for our
stockholders.





Results
of Operations





The
Company has not conducted any active operations since March 4, 2008, except for
its efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from October 23, 2003 (Inception) to July 31, 2010. It
is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management’s assertion that these circumstances may hinder the
Company’s ability to continue as a going concern. The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.





Year
ended July 31, 2010 Compared to Year ended July 31, 2009





For the
year ended July 31, 2010, the Company had a net loss of $88,960 compared to a
net loss of $59,121 for the year ended July 31, 2009. This increase in net loss
of $29,839 (approximately 50%) between the comparable periods was primarily
attributable to an increase in legal fees and other professional fees and
expenses from $56,357 for the year ended July 31, 2009 to $82,424 for the year
ended July 31, 2010. The increase in legal fees and other professional fees and
expenses for the year ended July 31, 2010, was incurred in connection with a
change of professional service providers, which was initiated as a result of the
change of control of the Company effective as of December 29,
2009.


10




Plan
of Operation





The
Company currently does not engage in any business activities that provide cash
flow. During the next twelve months we anticipate incurring costs related
to:





(i)
              filing
      Exchange Act reports, and


(ii)
            investigating,
      analyzing and consummating an
acquisition.





We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.




The
Company may consider acquiring a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.





Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Liquidity
and Capital Resources





We had no
cash on hand at July 31, 2010 and had no other assets to meet ongoing expenses
or debts that may accumulate. Since inception, we have accumulated a deficit of
$244,178. As of July 31, 2010 we had total liabilities of $170,452.





We have
no commitment for any capital expenditure and foresee none. However, we will
incur routine fees and expenses incident to our reporting duties as a public
company, and we will incur expenses in finding and investigating possible
acquisitions and other fees and expenses in the event we make an acquisition or
attempt but are unable to complete an acquisition. Our cash requirements for the
next twelve months are relatively modest, principally accounting expenses and
other expenses relating to making filings required under the Exchange Act, which
should not exceed $50,000 in the fiscal year ending July 31, 2011. Any travel,
lodging or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.


11




We will
only be able to pay our future obligations and meet operating expenses by
raising additional funds, acquiring a profitable company or otherwise generating
positive cash flow. As a practical matter, we are unlikely to generate positive
cash flow by any means other than acquiring a company with such cash flow. We
believe that management members or stockholders will lend funds to us as needed
for operations prior to completion of an acquisition. Management and the
stockholders are not obligated to provide funds to us, however, and it is not
certain they will always want or be financially able to do so. Our stockholders
and management members who advance funds to us to cover operating expenses will
expect to be reimbursed, either by us or by the company acquired, prior to or at
the time of completing a combination. We have no intention of borrowing money to
reimburse or pay salaries to any of our officers, directors or stockholders or
their affiliates. There currently are no plans to sell additional securities to
raise capital, although sales of securities may be necessary to obtain needed
funds. Our current management has agreed to continue their services to us and to
accrue sums owed them for services and expenses and expect payment reimbursement
only.





Should
existing management or stockholders refuse to advance needed funds, however, we
would be forced to turn to outside parties to either lend funds to us or buy our
securities. There is no assurance whatsoever that we will be able to raise
necessary funds, when needed, from outside sources. Such a lack of funds could
result in severe consequences to us, including among others:





·
            failure to make timely filings
      with the SEC as required by the Exchange Act, which may also result in
      suspension of trading or quotation of our stock and could result in fines
      and penalties to us under the Exchange
  Act;





·
            curtailing or eliminating our
      ability to locate and perform suitable investigations of potential
      acquisitions; or





·
            inability to complete a desirable
      acquisition due to lack of funds to pay legal and accounting fees and
      acquisition-related
expenses.





It is our
intention to seek reimbursement from potential acquisition candidates for
professional fees and travel, lodging and other due diligence expenses incurred
by our management, in connection with our investigation, negotiation and
consummation of a business combination with such acquisition candidates. There
is no assurance that any potential candidate will agree to reimburse us for such
costs.





Going
Concern





Our
independent auditors have added an explanatory paragraph to their
audit issued in connection with the financial statements for the period ended
July 31, 2010, relative to our ability to continue as a going concern. We had a
working capital deficit of $170,452 at July 31, 2010; we had an accumulated
deficit of $244,178 incurred through July 31, 2010; and recorded losses of
$88,960 for the year ended July 31, 2010. The going concern opinion issued by
our auditors means that there is substantial doubt that we can continue as an
ongoing business for the twelve month period ending July 31, 2011 and
thereafter. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our
business.





Off
Balance Sheet Arrangements





We do not
have any off balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.





Contractual
Obligations





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




12




Critical
Accounting Policies





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




ITEM 7A.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.




ITEM 8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA





Set forth
below are the audited financial statements for the Company for the fiscal years
ended July 31, 2010 and 2009 and the reports thereon of Paritz & Co,
PA.







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Board of
Directors
 Blink
Couture, Inc.
 (A
Development Stage Company)
 New York,
New York
  We have
audited the accompanying balance sheet of Blink Couture, Inc. (A Development
Stage Company) as of July 31, 2010 and the related statements of operations,
change in stockholders’ deficiency and cash flows for the year ended July 31,
2010 and the period from inception (October 23, 2003) to July 31,
2010.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.
  We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
  In our opinion, the 2010 financial
statement referred to above presents fairly, in all material respects, the
financial position of Blink Couture, Inc. as of July 31, 2010 and the results of
its operations and its cash flows for the period from inception (October 23,
2003) to July 31, 2010 in conformity with accounting principles generally
accepted in the United States of America.
  The accompanying financial statements
have been prepared assuming that the Company will continue as a going
concern.  The Company has suffered recurring net losses and as of July
31, 2010 it current liabilities and total liabilities exceeded its current
assets and total assets by $170,452.  These factors raise substantial
doubt about the Company’s ability to continue as a going concern.  The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  
  /s/Paritz & Co.,
P.A.
 Hackensack,
New Jersey
 October
28, 2010




13




BLINK
COUTURE, INC.


BALANCE
SHEETS





July 31,
                                
                                
                                July 31,(inUS$)
                                
                                2010
                                
                                
                                2009(Audited)
                                
                                
                                (Audited)Current
      AssetsCash
                                
                                $
                                -
                                
                                
                                $
                                -Prepaid
      Expense
                                
                                
                                –
                                
                                
                                
                                –Inventory
                                
                                
                                –
                                
                                
                                
                                –Total
      Current Assets
                                
                                
                                –
                                
                                
                                
                                –Property
      and Equipment (net)
                                
                                
                                –
                                
                                
                                
                                –TOTAL
      ASSETS
                                
                                $
                                -
                                
                                
                                $
                                -Current
      LiabilitiesAccounts
      Payable
                                
                                $
                                4,650
                                
                                
                                $
                                1,075Accrued
      Interest
                                
                                
                                9,300
                                
                                
                                
                                2,764Notes
      Due to Related Parties
                                
                                
                                156,502
                                
                                
                                
                                77,653Total
      Current Liabilities
                                
                                
                                170,452
                                
                                
                                
                                81,492Total
      Liabilities
                                
                                
                                170,452
                                
                                
                                
                                81,492Stockholders
      EquityPreferred
      stock, ($.0001 par value, 20,000,000 shares authorized;  none
      issued and outstanding)
                                
                                
                                –
                                
                                
                                
                                –Common
      stock, ($.0001 par value, 100,000,000 shares authorized; 393,169 shares
      outstanding as of July 31, 2010 and July 31, 2009)
                                
                                
                                2,064
                                
                                
                                
                                2,064Additional
      Paid-in Capital
                                
                                
                                71,662
                                
                                
                                
                                71,662Retained
      Deficit
                                
                                
                                (244,178
                                )
                                
                                
                                (155,218
                                )Total
      Stockholders Equity
                                
                                
                                (170,452
                                )
                                
                                
                                (81,492
                                )Total
      Liabilities & Stockholders Equity
                                
                                $
                                -
                                
                                
                                $
                                -




14





BLINK
COUTURE, INC.


STATEMENTS
OF OPERATIONS





October 23, 2003 thruYearEndedJuly31,
                                      
                                      
                                      July 31, 2010(inUS$)
                                      
                                      2010
                                      
                                      
                                      2009
                                      
                                      
                                      SinceInceptionRevenues
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Operating
      ExpensesAmortization
                                      
                                      
                                      –
                                      
                                      
                                      
                                      –
                                      
                                      
                                      
                                      741General
      and Administrative
                                      
                                      
                                      3,904
                                      
                                      
                                      
                                      3,483
                                      
                                      
                                      
                                      30,317Management
      Fees
                                      
                                      
                                      40,000
                                      
                                      
                                      
                                      40,000
                                      
                                      
                                      
                                      107,500Marketing
                                      
                                      
                                      –
                                      
                                      
                                      
                                      –
                                      
                                      
                                      
                                      11,192Professional
      Fees
                                      
                                      
                                      38,520
                                      
                                      
                                      
                                      12,874
                                      
                                      
                                      
                                      84,361Rent
                                      
                                      
                                      –
                                      
                                      
                                      
                                      –
                                      
                                      
                                      
                                      767Total
      Operating Expenses
                                      
                                      
                                      82,424
                                      
                                      
                                      
                                      56,357
                                      
                                      
                                      
                                      234,878Other
      ExpensesInterest
      Expense
                                      
                                      
                                      6,536
                                      
                                      
                                      
                                      2,764
                                      
                                      
                                      
                                      9,300Total
      Expenses
                                      
                                      
                                      88,960
                                      
                                      
                                      
                                      59,121
                                      
                                      
                                      
                                      244,178Net
      Income
                                      
                                      $
                                      (88,960
                                      )
                                      
                                      $
                                      (59,121
                                      )
                                      
                                      $
                                      (244,178
                                      )Basic
      Earnings/Loss per share
                                      
                                      $
                                      (0.23
                                      )
                                      
                                      $
                                      (0.15
                                      )Weighted
      Average Shares
                                      
                                      
                                      393,169
                                      
                                      
                                      
                                      393,169




15





BLINK
COUTURE, INC.


STATEMENTS
OF CASH FLOWS





October 23, 2003 thruYearEndedJuly31,
                                  
                                  
                                  July 31, 2010(inUS$)
                                  
                                  2010
                                  
                                  
                                  2009
                                  
                                  
                                  SinceInceptionOperating
      ActivitiesNet
      Profit (Loss)
                                  
                                  
                                  (88,960
                                  )
                                  
                                  
                                  (59,121
                                  )
                                  
                                  
                                  (244,178
                                  )Amortization
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  741Change
      in Operating Assets and Liabilities:Change
      in Prepaid expense
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –Change
      in Inventory
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –Change
      in Accounts Payable
                                  
                                  
                                  3,575
                                  
                                  
                                  
                                  1,075
                                  
                                  
                                  
                                  4,650Change
      in Accrued Liabilities
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –Change
      in Accrued Interest
                                  
                                  
                                  6,536
                                  
                                  
                                  
                                  2,764
                                  
                                  
                                  
                                  9,300Net
      Cash from Operating Activities
                                  
                                  
                                  (78,849
                                  )
                                  
                                  
                                  (55,282
                                  )
                                  
                                  
                                  (229,487
                                  )Investing
      ActivitiesPurchase
      of Property & Equipment
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  (741
                                  )Net
      Cash from Investing Activities
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  (741
                                  )Financing
      ActivitiesChanges
      in Notes Due to Related Parties
                                  
                                  
                                  78,849
                                  
                                  
                                  
                                  55,282
                                  
                                  
                                  
                                  156,502Common
      Stock Issued for Services
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  300Donated
      Capital
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  23,636Proceeds
      from Common Stock
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  49,790Net
      Cash from Financing Activities
                                  
                                  
                                  78,849
                                  
                                  
                                  
                                  55,282
                                  
                                  
                                  
                                  230,228Net
      (decrease) increase in Cash
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –Cash
      Beginning of Period
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –
                                  
                                  
                                  
                                  –Cash
      End of Period
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -




16





BLINK
COUTURE, INC.


STATEMENT
OF STOCKHOLDERS' EQUITY





Common
                                            Stock
                                          
                                          
                                          Amount
                                          
                                          
                                          Additional
                                            Paid-in
                                            Capital
                                          
                                          
                                          Deficit
                                            Accumulated
                                            During the
                                            Development
                                            Stage
                                          
                                          
                                          Total#
                                          
                                          
                                          $
                                          
                                          
                                          $
                                          
                                          
                                          $
                                          
                                          
                                          $Balance
      – October 23, 2003 (Date of Inception)
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –October
      25, 2003 – issue of common stock  for services at $0.0001 per
      share
                                          
                                          
                                          45,717
                                          
                                          
                                          
                                          5
                                          
                                          
                                          
                                          235
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          240July
      25, 2004 – issue of common stock for services at $0.0001 per
      share
                                          
                                          
                                          342,876
                                          
                                          
                                          
                                          34
                                          
                                          
                                          
                                          1,766
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          1,800Net loss for the period
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (3,075
                                          )
                                          
                                          
                                          (3,075
                                          )Balance
      – July 31, 2004
                                          
                                          
                                          388,593
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          2,001
                                          
                                          
                                          
                                          (3,075
                                          )
                                          
                                          
                                          (1,035
                                          )Net loss for the year
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (2,665
                                          )
                                          
                                          
                                          (2,665
                                          )Balance
      – July 31, 2005
                                          
                                          
                                          388,593
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          2,001
                                          
                                          
                                          
                                          (5,740
                                          )
                                          
                                          
                                          (3,700
                                          )June
      23, 2006 – issue of common stock for cash at $0.20 per
    share
                                          
                                          
                                          2,553
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          26,800
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          26,800July
      26, 2006 – issue of common stock for cash at $0.20 per
      share
                                          
                                          
                                          1,352
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          14,200
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          14,200July
      26, 2006 – issue of common stock for services at $0.20 per
      share
                                          
                                          
                                          10
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          100Net loss for the year
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (6,201
                                          )
                                          
                                          
                                          (6,201
                                          )Balance
      – July 31, 2006
                                          
                                          
                                          392,507
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          43,101
                                          
                                          
                                          
                                          (11,941
                                          )
                                          
                                          
                                          31,199August
      23, 2006 – issue of common stock for cash at $0.20 per
    share
                                          
                                          
                                          595
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          6,250
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          6,250August
      23, 2006 – issue of common stock for services at $0.20 per
      share
                                          
                                          
                                          19
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          200
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          200September
      01, 2006 – issue of common stock for cash at $0.20 per
    share
                                          
                                          
                                          38
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          400
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          400September
      01, 2006 – issue of common stock for services at $0.20 per
      share
                                          
                                          
                                          10
                                          
                                          
                                          
                                          0
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          100Net loss for the year
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (42,764
                                          )
                                          
                                          
                                          (42,764
                                          )Balance
      – July 31, 2007
                                          
                                          
                                          393,169
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          50,051
                                          
                                          
                                          
                                          (54,705
                                          )
                                          
                                          
                                          (4,615
                                          )Donated capital
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          23,636
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          23,636Net loss for the year
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (41,392
                                          )
                                          
                                          
                                          (41,392
                                          )Balance
      – July 31, 2008
                                          
                                          
                                          393,169
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          73,687
                                          
                                          
                                          
                                          (96,097
                                          )
                                          
                                          
                                          (22,371
                                          )Net loss for the year
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (59,121
                                          )
                                          
                                          
                                          (59,121
                                          )Balance
      – July 31, 2009
                                          
                                          
                                          393,169
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          73,687
                                          
                                          
                                          
                                          (155,218
                                          )
                                          
                                          
                                          (81,492
                                          )Net loss for the year
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –
                                          
                                          
                                          
                                          (88,960
                                          )
                                          
                                          
                                          (88,960
                                          )Balance
      – July 31, 2010
                                          
                                          
                                          393,169
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          73,687
                                          
                                          
                                          
                                          (244,178
                                          )
                                          
                                          
                                          (170,452
                                          )




17




BLINK
COUTURE, INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 July
31, 2010
  NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
 Business
description
 
 Blink
Couture, Inc. (the “Company”) was originally incorporated as Fashionfreakz
International Inc. on October 23, 2003 under the laws of the State of Delaware.
On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink
Couture Inc. Until March 4, 2008, the Company’s principal business was the
online retail marketing of trendy clothing and accessories produced by
independent designers. On March 4, 2008, the Company discontinued its prior
business and changed its business plan. The Company’s business plan now consists
of exploring potential targets for a business combination through the purchase
of assets, share purchase or exchange, merger or similar type of transaction.
The Company has limited operations and in accordance with SFAS # 7, the Company
is considered a development stage company.
 
 NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A.
BASIS OF ACCOUNTING
 
 The
financial statements have been prepared using the accrual basis of accounting.
Under the accrual basis of accounting, revenues are recorded as earned and
expenses are recorded at the time liabilities are incurred. The Company has
adopted a July 31 year-end.
 
 B.
CASH EQUIVALENTS
 
 The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
 
 C.
USE OF ESTIMATES
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 D.
DEVELOPMENT STAGE
 
 The
Company continues to devote substantially all of its efforts to exploring
potential targets for a business combination through the purchase of assets,
share purchase or exchange, merger or similar type of transaction.
 
 E.
BASIC EARNINGS PER SHARE
 
 In
February, 1997, authoritative guidance was issued, which specifies the
computation, presentation and disclosure requirements for earnings (loss) per
share for entities with publicly held common stock.  This guidance requires
the presentation of basic earnings (loss) per share and diluted earnings (loss)
per share.
 
 Basic net
loss per share amounts is computed by dividing the net income by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company.
  18
 
 BLINK
COUTURE, INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 July
31, 2010
  F.
INCOME TAXES
 
 Income
taxes are provided in accordance with the authoritative guidance. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
 
 G.
REVENUE RECOGNITION
 
 The
Company has not recognized any revenues from its operations.
 
 H.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  FASB
Accounting Standards Codification
  (Accounting
Standards Update (“ASU”) 2009-01)
  In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online
database. The Codification is effective for interim or annual periods ending
after September 15, 2009, and impacts the Company’s financial statements as
all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content
of the Company’s financial statements or disclosures as a result of implementing
the Codification during the quarter ended October 30, 2009.
  As a
result of the Company’s implementation of the Codification during the quarter
ended October 30, 2009, previous references to new accounting standards and
literature are no longer applicable. In the financial statements for the year
ended July 31, 2010, the Company will provide reference to both new and old
guidance to assist in understanding the impacts of recently adopted accounting
literature.
  Subsequent
Events
  (Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)
  ASC 855
established general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. ASC 855 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. ASC 855
became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through October 22, 2010, the issuance date of
the Company’s financial statements.
  19
 
 BLINK
COUTURE, INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 July
31, 2010
  NOTE
3. WARRANTS AND OPTIONS
 
 There are
no warrants or options outstanding to acquire any additional shares of common or
preferred stock.
 
 NOTE
4. GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company generated net losses of $244,178
during the period from October 23, 2003 (inception) to July 31, 2010. This
condition raises substantial doubt about the Company’s ability to continue as a
going concern. The Company’s continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 The
Company is dependent on advances from its principal shareholders for continued
funding. There are no commitments or guarantees from any third party to provide
such funding nor is there any guarantee that the Company will be able to access
the funding it requires to continue its operations.
 
 NOTE
5. RELATED PARTY TRANSACTIONS
 
 On
December 29, 2009, pursuant to that certain Stock Purchase Agreement (the
“Purchase Agreement”) between Fountainhead Capital Management Limited
(“Fountainhead”) and Regent Private Capital, LLC (“Regent”), Fountainhead sold
an aggregate of 312,383 shares (the “Fountainhead Shares”) of common stock, par
value $0.0001 of the Registrant (the “Common Stock”) to Regent in consideration
for (i) Regent’s payment of $200,000 and (ii) Regent’s assignment to
Fountainhead of all of Regent’s right, title and interest in a certain third
party promissory note in the principal amount of $150,000.  The
Fountainhead Shares represent approximately 79.45% of the issued and outstanding
shares of Common Stock of the Registrant. Additionally, and also included in the
consideration paid by Regent, Fountainhead assigned to Regent all of
Fountainhead’s right, title and interest in a certain promissory note of the
Registrant having an outstanding principal balance of $90,453, along with
accrued interest in the amount of $3,937.
 
 On
January 1, 2010, Regent amended and extended the promissory note in the amount
of $90,453 bearing simple interest at 6% per annum to be due and payable on
January 30, 2011 (the “Note”). On January 31, 2010, the parties further amended
the Note increasing the principal balance to $123,946 representing amounts
advanced to the Company by the payee during the period November 1, 2009 through
January 31, 2010. At January 31, 2010, the Company had loans and notes
outstanding from a shareholder in the aggregate amount of $123,946, which
represents amounts loaned to the Company to pay the Company’s expenses of
operation.
 
 Effective
as of January 1, 2010, the Company entered into a Services Agreement
with Regent Private Capital, LLC (“Regent”). The term of the Services
Agreement is one year and the Company is obligated to pay Regent a quarterly fee
in the amount of $10,000, in cash or in kind, on the first day of each calendar
quarter commencing November 1, 2009. During the fiscal year ended July 31, 2010,
the Company paid a total of $40,000 in fees to Regent.
  20
 
 BLINK
COUTURE, INC.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 July
31, 2010
 
 On April
30, 2010, the parties further amended the Note increasing the principal balance
to $141,125 representing amounts advanced to the Company by the payee during the
period February 1, 2010 through April 30, 2010. At April 30, 2010, the Company
had loans and notes outstanding from a shareholder in the aggregate amount of
$141,125, which represents amounts loaned to the Company to pay the Company’s
expenses of operation.
 
 On July
31, 2010, the parties further amended the Note increasing the principal balance
to $156,502 representing amounts advanced to the Company by the payee during the
period May 1, 2010 through July 31, 2010. At July 31, 2010, the Company had
loans and notes outstanding from a shareholder in the aggregate amount of
$156,502, which represents amounts loaned to the Company to pay the Company’s
expenses of operation.
 
 NOTE
6. INCOME TAXES
 
 The
Company recognizes deferred income tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to reverse.
The Company has not incurred any income tax liabilities since its inception due
to operating losses of approximately $244,178. The expected income tax benefit
for the net operating loss carryforwards is approximately $67,394. The
difference between the expected income tax benefit and non-recognition of an
income tax benefit in each period is the result of a valuation allowance applied
to deferred tax assets.
 
 This
results in a net deferred tax asset, assuming an effective tax rate of 28% or
approximately $67,394 at July 31, 2010. A valuation allowance in the same amount
has been provided to reduce the deferred tax asset, as realization of the asset
is not assured.
 
 NOTE
7. STOCKHOLDERS’ EQUITY
 
 The
stockholders’ equity section of the Company contains the following classes of
capital stock as of July 31, 2010:
 
 *
              Preferred stock, $0.0001 par
      value: 20,000,000 shares authorized; -0- shares issued and
      outstanding.
 
 *
              Common stock, $0.0001 par value:
      100,000,000 shares authorized; 393,169 shares issued and
      outstanding.
 
 NOTE
8. REVERSE SPLIT
 
 On
November 23, 2009, the Company completed a one for fifty-two and one-half shares
reverse split. All per share data in this report reflect the impact of this
reverse split.
  21




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





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





ITEM 9A.
            CONTROLS
      AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive
officer or officers and principal financial officer or officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s Principal Executive Officer and Principal
Financial Officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as of the end of the period covered
by this annual report. Based on that evaluation, the Company’s management
including the Principal Executive Officer and Principal Financial Officer,
concluded that the Company’s disclosure controls and procedures were effective
in providing reasonable assurance that information required to be disclosed in
the Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms.




Evaluation
of Internal Controls and Procedures





Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting.  The Company’s internal control
over financial reporting is designed 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.





Our
internal control over financial reporting includes those policies and procedures
that:





·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





As of
July 31, 2010, we carried out an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of July 31, 2010.




22




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to the exemption provided to issuers that are
not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank
Wall Street Reform and Consumer Protection Act.





Changes
in Internal Controls over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended July 31, 2010, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.




ITEM 9B.
            OTHER
      INFORMATION





None




PART
III.




ITEM 10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





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





Name
                
                Age
                
                PositionLawrence
      D. Field
                
                50
                
                President,
      Chief Executive Officer,
                  Chief
      Financial Officer and
                  Secretary





Lawrence D.
Field.  Mr. Field was appointed President, Chief Executive Officer,
Chief Financial Officer, Secretary and sole director of the Company on December
29, 2009. Since January 1989, Mr. Field has worked for Regent Private Capital,
LLC, a Tulsa, Oklahoma based private investment company, as a Partner between
January 1989 and June 2004 and as Managing Director since June 2004. Mr.
Field also serves on the board of directors of WellQuest Medical & Wellness
Corporation, 3Dicon Corporation and Aria International Holdings, Inc. Mr. Field
received his Bachelor of Science degree from the University of Texas at Austin
in 1982.





Significant
Employees





As of the
date hereof, the Company has no significant employees.





Family
Relationships





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





Involvement
in Certain Legal Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of the Company during the past five years.




23


Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires the Company's officers and directors, and
greater than 10% stockholders of companies with a class of securities registered
under Section 12 of the Exchange Act, to file reports of ownership and changes
in ownership of its securities with the Securities and Exchange Commission.
Copies of the reports are required by SEC regulation to be furnished to the
Company. No reports were required to be filed by any of such persons, pursuant
to Section 12 of the Exchange Act for the fiscal year ended July 31,
2010.





Code
of Ethics





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





Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our board of directors.





Audit
Committee and Audit Committee Financial Expert





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





ITEM 11.
            EXECUTIVE
      COMPENSATION.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal years ended July 31,
2010 and July 31, 2009.




Name and Position
                        
                        Year
                        
                        Cash Compensation
                        
                        Other CompensationLawrence
      D. Field, President, Chief Executive
                        
                        2010
                        
                        None
                        
                        NoneOfficer,
      Chief Financial Officer and Secretary*











Director
Compensation




We do not
currently pay any cash fees to our directors, nor do we pay directors’ expenses
in attending board meetings.




Employment
Agreements




The
Company is not a party to any employment agreements.




24


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





The
following table sets forth certain information regarding beneficial stock
ownership as of October 20, 2010 of (i) all persons known to us to be beneficial
owners of more than 5% of our outstanding common stock; (ii) each director of
our company and our executive officers, and (iii) all of our officers and
directors as a group.  Each of the persons in the table below has sole
voting power and sole dispositive power as to all of the shares shown as
beneficially owned by them, except as otherwise indicated.




Name and Address
                      
                      Number of
                        Shares
                        Beneficially
                        Owned(1)
                      
                      
                      Percent of
                        Outstanding
                        SharesRegent
      Private Capital LLC
                      
                      
                      312,383
                      
                      
                      
                      79.45
                      %5727
      South Lewis Avenue
                        Tulsa,
      OK 74105Lawrence
      D. Field*
                      
                      
                      312,383
                      
                      
                      
                      79.45
                      %5727
      South Lewis Avenue
                        Tulsa,
      OK 74105Officers
      and directors as a group (one person)*
                      
                      
                      312,383
                      
                      
                      
                      79.45
                      %





* Mr.
Field is a managing director of Regent Private Capital LLC and is deemed to be
the beneficial owner of the shares of Common Stock owned by Regent Private
Capital LLC, as a result of his having voting power and dispositive power over
such shares of Common Stock.





ITEM13.  CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





Certain
Relationships and Related Transactions





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





On
January 1, 2010, Regent amended and extended the promissory note in the amount
of $90,453 bearing simple interest at 6% per annum to be due and payable on
January 30, 2011 (the “Note”). On January 31, 2010, the parties further amended
the Note increasing the principal balance to $123,946 representing amounts
advanced to the Company by the payee during the period November 1, 2009 through
January 31, 2010. At January 31, 2010, the Company had loans and notes
outstanding from a shareholder in the aggregate amount of $123,946, which
represents amounts loaned to the Company to pay the Company’s expenses of
operation.





Effective
as of January 1, 2010, the Company entered into a Services Agreement
with Regent. The term of the Services Agreement is one year and the Company
is obligated to pay Regent a quarterly fee in the amount of $10,000, in cash or
in kind, on the first day of each calendar quarter commencing November 1, 2009.
During the fiscal year ended July 31, 2010, the Company paid a total of $40,000
in fees to Regent.


25




Effective
as of April 30, 2010, the parties further amended the Note increasing the
principal balance to $141,125 representing amounts advanced to the Company by
the payee during the period February 1, 2010 through April 30, 2010. At April
30, 2010, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $141,125, which represents amounts loaned to the Company to
pay the Company’s expenses of operation.


On July
31, 2010, the parties further amended the Note increasing the principal balance
to $156,502 representing amounts advanced to the Company by the payee during the
period May 1, 2010 through July 31, 2010. At July 31, 2010, the Company had
loans and notes outstanding from a shareholder in the aggregate amount of
$156,502, which represents amounts loaned to the Company to pay the Company’s
expenses of operation.




Lawrence
D. Field, our sole officer and director, is a managing director of Regent
Private Capital LLC, which beneficially owns approximately 79.45% of our issued
and outstanding shares of Common Stock.





Director
Independence





The
Company is not a listed issuer whose securities are listed on a national
securities exchange, or an inter-dealer quotation system which has requirements
that a majority of the board of directors be independent. Under NASDAQ Rule
5605(a)(2)(A), a director is not considered to be independent if he or she also
is an executive officer or employee of the corporation. Under such definition,
Lawrence D. Field, our director, would not be considered independent as he also
serves as an executive officer of the Company.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit
Fees





The
aggregate fees billed by our auditors, Paritz & Co, P.A., as of October 28,
2010, for professional services rendered in connection with the audit of our
annual financial statements and review of the financial statements included in
our Quarterly Reports on Form 10-Q, during our fiscal year ended July 31, 2010,
and for services normally provided in connection with statutory and regulatory
filings made during such fiscal year were $2,625, all of which have been
paid.  We estimate additional audit fees in an amount of approximately
$3,500, in connection with the completion of the audit of our financial
statements for the fiscal year ended July 31, 2010, for which we have not yet
been billed.  The aggregate fees billed by our auditors, Paritz &
Co, P.A., for professional services rendered in connection with the audit of our
annual financial statements and review of the financial statements included in
our Quarterly Reports on Form 10-Q, during our fiscal year ended July 31, 2009,
and for services normally provided in connection with statutory and regulatory
filings made during such fiscal year were $4,465, all of which have been
paid




Audit-Related
Fees





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





Tax
Fees





During
our fiscal year ended July 31, 2010,the Company paid no fees
related to tax compliance. During our fiscal year ended July 31, 2009, the
Company paid no fees related to tax compliance.  No fees were paid for tax
preparation services.





All Other
Fees





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


26




Audit
Committee’s Pre-Approval Process





We do not
have a separate audit committee. Our full board of directors performs the
functions of an audit committee. Before an independent auditor is engaged by us
to render audit or non-audit services, our board of directors pre-approves the
engagement. Board of directors pre-approval of audit and non-audit services will
not be required if the engagement for the services is entered into pursuant to
pre-approval policies and procedures established by our board of directors
regarding our engagement of the independent auditor, provided the policies and
procedures are detailed as to the particular service, our board of directors is
informed of each service provided, and such policies and procedures do not
include delegation of our board of directors' responsibilities under the
Exchange Act to our management. Our board of directors may delegate to one or
more designated members of our board of directors the authority to grant
pre-approvals, provided such approvals are presented to the board of directors
at a subsequent meeting. If our board of directors elects to establish
pre-approval policies and procedures regarding non-audit services, the board of
directors must be informed of each non-audit service provided by the independent
auditor. Board of directors pre-approval of non-audit services, other than
review and attest services, also will not be required if such services fall
within available exceptions established by the SEC. For the fiscal year ended
July 31, 2010, 100% of audit-related services, tax services and other services
performed by our independent auditors were pre-approved by our board of
directors.





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





The board
approved all fees described above.




PART
IV




Item
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





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





1.
 Financial
Statements





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





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





·
            Balance
      Sheets as of July 31, 2010 and 2009





·
            Statements
      of Operations for the years ended July 31, 2010 and 2009 and the period
      from October 23, 2003 (inception) to July 31,
  2010





·
            Statements
      of Changes in Stockholders’ Equity for the period from October 23, 2003
      (inception) to July 31, 2010





·
            Statements
      of Cash Flows for the years ended July 31, 2010 and 2009 and the period
      from October 23, 2003 (inception) to July 31,
  2010





·
            Notes
      to Financial Statements





2.
 Financial
Statement Schedules





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





3.
 Exhibits





Index to
Exhibits required by Item 601 of Regulation S-K.





Exhibit
                  
                  Description3.1
                  
                  Certificate
      of Incorporation of Fashionfreakz International Inc., filed with the
      Secretary of State of Delaware on October 23, 20031


27




3.2
                
                Certificate
      of Amendment of Certificate of Incorporation, filed with the Secretary of
      State of Delaware on December 2, 200513.3
                
                Bylaws
      of Fashionfreakz International Inc13.4
                
                Certificate
      of Amendment of Certificate of Incorporation, filed with the Secretary of
      State of Delaware on June 13, 2008*3.5
                
                Certificate
      of Amendment of Certificate of Incorporation, filed with the Secretary of
      State of Delaware on November 2, 2009*4
                
                Instrument
      Defining the Right of Holders – Form of Share Certificate110.1
                
                Lease
      Agreement110.2
                
                Web
      Development Agreement with Gravit-e Technologies, Inc.110.3
                
                Management
      Agreement with Susanne Milka110.4
                
                Distribution
      Agreement with Sweet Dream Tees Inc.110.5
                
                Web
      Design Agreement with Sandra Wong110
      (Filed as Exhibit 10.1)
                
                Distribution
      Agreement with Sofia Bozikis dba Sofia Bozikis Handbags210
      (Filed as Exhibit 10.1)
                
                Inventory
      Purchase and Loan Set Off Agreement with Susan Milka310
      (Filed as Exhibit 10.1)
                
                Stock
      Purchase Agreement dated as of February 20, 2008410
      (Filed as Exhibit 10.1)
                
                Service
      Agreement between Blink Couture, Inc. and Fountainhead Capital Management
      Limited dated as of March 5, 2008510
      (Filed as Exhibit 10.1)
                
                Promissory
      Note with Fountainhead Capital Management Limited dated January 31,
      2009610.6
                
                Stock
      Purchase Agreement, dated December 29, 2009, between Fountainhead Capital
      Management Limited and Regent Private Capital, LLC710.7
                
                Assignment
      of Promissory Note of Blink Couture, Inc. dated December 29, 2009710.8
                
                Assignment
      of Promissory Note of Altitude Group, LLC dated December 29, 2009710.9
                
                Fourth
      Amendment and Restatement of Loan Agreement and Promissory Note, dates as
      of March 15, 2010810.10
                
                Services
      Agreement between Blink Couture, Inc. and Regent Private Capital, LLC,
      dated as of January 1, 20108




28





10.11
                    
                    Supplement
      to Fourth Amendment and Restatement of Loan Agreement and Promissory Note,
      dated as of April 30, 2010910.12
                    
                    Supplement
      No. 2 to Fourth Amendment and Restatement of Loan Agreement and Promissory
      Note, dated as of July 31, 2010*14.1
                    
                    Corporate
      Code of Ethics and Conduct*31.1
                    
                    Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-K for the year ended
      July 31, 2010*32.1
                    
                    Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002*





* Filed
herewith




1Filed as
an exhibit to the Company's Form SB-2/A (File No. 333-138951) filed with the
Securities and Exchange Commission on November 27, 2006 and incorporated herein
by this reference.





2Filed as
an exhibit to the Company's Form 10-QSB (File No. 333-138951) filed with the
Securities and Exchange Commission on December 17, 2007 and incorporated herein
by this reference.





3Filed as
an exhibit to the Company's Form 10-QSB (File No. 333-138951) filed with the
Securities and Exchange Commission on February 27, 2008 and incorporated herein
by this reference.





4Filed as
an exhibit to the Company's Form 8-K (File No. 333-138951) filed with the
Securities and Exchange Commission on March 6, 2008 and incorporated herein by
this reference.





5Filed as
an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the
Securities and Exchange Commission on June 9, 2008 and incorporated herein by
this reference.





6 Filed as
an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the
Securities and Exchange Commission on March 9, 2009 and incorporated herein by
this reference.





7Filed as
an exhibit to the Company's Form 8-K (File No. 333-138951) filed with the
Securities and Exchange Commission on January 4, 2010 and incorporated herein by
this reference.





8Filed as
an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the
Securities and Exchange Commission on March 17, 2010 and incorporated herein by
this reference.





9Filed as
an exhibit to the Company's Form 10-Q (File No. 333-138951) filed with the
Securities and Exchange Commission on June 14, 2010 and incorporated herein by
this reference.




29




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





BLINK
      COUTURE, INC.Dated:
      October 28, 2010
              By:
              /s/ Lawrence D. FieldLawrence
      D. Field, Chief Executive Officerand
      Chief Financial Officer (Principal
                Executive
      Officer and Principal Financial
                and
      Accounting Officer)





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





Title
            
            Date/s/ Lawrence D. Field
            
            President,
      Chief Executive Officer,
            
            October
      28, 2010Lawrence
      D. Field
            
            Chief
      Financial Officer,Secretary
      and Director




30