Attached files
file | filename |
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EX-10.8 - ASSIGNMENT OF PROMISSORY NOTE OF ALTITUDE GROUP, LLC - Toga Ltd | v169986_ex10-8.htm |
EX-10.7 - ASSIGNMENT OF PROMISSORY NOTE OF BLINK COUTURE, INC. - Toga Ltd | v169986_ex10-7.htm |
EX-17.1 - RESIGNATION LETTER FROM THOMAS W. COLLIGAN - Toga Ltd | v169986_ex17-1.htm |
EX-10.6 - STOCK PURCHASE AGREEMENT - Toga Ltd | v169986_ex10-6.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported):
December
29, 2009
BLINK
COUTURE, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
333-138951
|
98-0568153
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
c/o
Regent Private Capital, LLC
152
West 57th Street,
9th Floor
New York, New York 10019
Address
of principal executive offices)
(212)
792-5301
(Registrant's
telephone number, including area code)
122
Ocean Park Blvd., Suite 307
Santa
Monica, California 90405
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers, Compensatory Arrangements of Certain
Officers
Upon the
consummation of the transactions contemplated by the Purchase Agreement, on
December 29, 2009, Thomas W. Colligan, resigned as the President, Chief
Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of
the Registrant. Immediately prior to his resignation, Mr. Colligan
appointed Lawrence D. Field as a Director of the Registrant. The Registrant’s
Board of Directors then elected Mr. Field to the offices of President, Chief
Executive Officer, Chief Financial Officer and Secretary of the
Registrant.
Management and Director
Biographies:
Lawrence
D. Field, age 49, since January 1989, 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. Regent, as
a result of its ownership of the Registrant’s securities, is deemed to be an
affiliate of the Registrant. 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.
Family
Relationships amongst Directors and Officers
N/A
Related
Party Transactions
There are
no related party transactions between the Registrant and Mr. Field reportable
under Item 404 of Regulation S-K.
Involvement
in Certain Legal Proceedings
Mr. Field
has not (i) been involved as a general partner or executive officer of any
business which has filed a bankruptcy petition; (ii) been convicted in any
criminal proceeding nor is subject to any pending criminal proceeding; (iii)
been subjected to any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (iv) been found
by a court, the Securities and Exchange Commission or the Commodities Futures
Trading Commission to have violated a federal or state securities or commodities
law.
Compensatory
Arrangements
There is
no material plan, contract or arrangement, including but not limited to a
compensatory plan, contract or arrangement (whether or not written), to which
Mr. Field is a party or which he participates.
Item
9.01 Financial Statements and Exhibits
Exhibit
No.:
|
Description:
|
|
10.6
|
Stock
Purchase Agreement, dated December 29, 2009, between Fountainhead Capital
Management Limited and Regent Private Capital , LLC
|
|
10.7 | Assignment of Promissory Note of Blink Couture, Inc. dated December 29, 2009(1) | |
10.8 | Assignment of Promissory Note of Altitude Group, LLC dated December 29, 2009 | |
17.1 | Resignation Letter from Thomas W. Colligan dated December 29, 2009 |
(1)
|
Promissory
Note filed as Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q for the quarter ended January 31, 2009 (File No.
333-138951) and incorporated herein by
reference
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BLINK
COUTURE, INC.
|
|||
Date:
January 4, 2010
|
By:
|
/s/
Lawrence
Field
|
|
Lawrence
Field
|
|||
President
and Chief Executive Officer
|
|||
2