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): April 29, 2009

BLINK LOGIC INC.

(Exact name of registrant as specified in its charter)


Nevada	001-05996	91-0835748
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

750 Lindaro Street, Suite 350, San Rafael, CA 94901

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (415) 721-0452

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Changes ~~1.01~~in ~~ENTRY~~Registrant's ~~INTO~~Certifying AAccountant ~~MATERIAL DEFINITIVE AGREEMENT~~

~~10%~~Item ~~Secured~~4.01 ~~Promissory~~- ~~Notes~~Changes in Registrant's Certifying Accountant

OnAs ~~April~~described ~~29,~~in ~~2009~~Items 4.01(a) and (b) below, Blink Logic Inc., a(the ~~Nevada~~"Company") ~~corporation~~was ~~(the~~informed by KPMG LLP (“~~Company~~KPMG”) ~~issued~~of ~~and~~their ~~sold~~decision ~~$400~~to decline to stand for re-appointment as independent registered public accounting firm for the year ended December 31,~~000~~ of2009. The Company has appointed SingerLewak LLP as its ~~10%~~independent ~~Secured~~registered ~~Promissory~~public ~~Notes~~accounting ~~due~~firm, ~~June~~effective 30as of May 1, 2009 ~~(the~~and ~~“Notes”)~~ for ~~cash~~the ~~proceeds~~year ofended ~~$400~~December 31,~~000~~ to2009. ~~accredited~~As ~~investors~~described in Item 4.01(a) below, the ~~“Purchasers”)~~change in aindependent ~~private~~registered ~~placement~~public accounting firm is not the result of any disagreement with KPMG.

~~The~~Item ~~Notes are due on June 30, 2009~~4. ~~The~~01(a) ~~conversion~~Previous ~~price~~Independent of the Notes is $0.15 per share. The Notes bear interest at the rate of 10% per annum payable on June 30, 2009 unless the interest is due on an earlier date in accordance with the terms of the Notes. Accountants

~~The~~Information ~~Notes~~Required ~~are~~by aItem ~~further advance under the terms of~~ 304(a ~~security agreement dated October 31, 2008 between the Company and Enable Growth Partners LP~~ )(~~the “Security Agreement”~~1) ~~and~~of ~~are~~Regulation ~~secured by the security interest granted under the Security Agreement~~S-K.

~~Events~~(i) ofOn ~~default~~April ~~under~~29, 2009, the ~~Notes~~Company ~~include~~was ~~but~~informed ~~are~~by ~~not~~KPMG ~~limited~~of its decision to decline to stand for re-appointment as independent registered public accounting firm for the ~~following:~~Company for the year ended December 31, 2009, because the Company no longer has its main operations in Canada.

·(ii) The audit reports of KPMG LLP on the consolidated financial statements of Blink Logic Inc. (and subsidiaries) as of and for the years ended December 31, 2008 and 2007, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:

ifKPMG LLP's report on the ~~Company~~consolidated ~~does~~financial ~~not~~statements ~~pay~~of Blink Logic Inc. (and subsidiaries) as of and for the ~~principal~~years ~~amount~~ended orDecember ~~interest~~31, ~~due~~2008 onand 2007, contained a separate paragraph stating that "the ~~Notes;~~Company has suffered recurring losses from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2(a). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty”.

·(iii) During the two most recent fiscal years ended December 31, 2007 and December 31, 2008, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of such disagreements in its reports on the financial statements for such years.

if(iv) During the Company's ortwo ~~any~~most ofrecent ~~its~~fiscal ~~subsidiaries~~years ~~fails~~ended toDecember ~~observe~~31, or2007 ~~perform~~and ~~any~~December ~~obligation~~31, or2008, ~~breaches~~there ~~any~~have ~~term~~been orno ~~provision~~"Reportable ~~under~~Events" ~~the~~(as ~~Notes;~~defined in Regulation S-K, Item 304(a)(1)(v)), except as described below:

·As set forth in Item 9A(T) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, the Company and KPMG identified material weaknesses in internal controls over financial reporting and such item is incorporated herein by reference. The Company has authorized KPMG to respond fully to any inquiries by SingerLewak LLP regarding the material weaknesses in internal controls set forth in the Annual Report on Form 10-K.

if(v) ~~the~~We ~~Company~~have orfurnished ~~any~~KPMG with a copy of ~~its~~the ~~subsidiaries~~foregoing ~~defaults~~disclosures onand ~~any~~requested ofthat ~~its~~KPMG ~~obligations~~provide ~~under~~us ~~any~~with ~~other~~a ~~indebtedness~~letter ~~owing~~addressed to the ~~Purchasers~~Securities and Exchange Commission stating whether or ~~other~~not ~~parties;~~it agrees with the above statements. A copy of such letter, dated May 1, 2009, is filed as Exhibit 16.1 to this Form 8-K.

·Item 4. 01(b) New Independent Accountants

ifOn May 1, 2009, the Board of Directors of the Company orapproved athe ~~significant~~engagement ~~subsidiary~~of ~~files~~SingerLewak LLP, 10960 Wilshire Blvd., Suite 1100, Los Angeles, CA 90024 as our independent registered public accounting firm for ~~bankruptcy;~~the oryear ended December 31, 2009.

·2

ifThe Company has not consulted with SingerLewak LLP during our two most recent fiscal years or during any subsequent interim period prior to its appointment as auditors regarding either (i) the ~~Company~~application isof aaccounting ~~party~~principles to a ~~change~~specified transaction, either completed or proposed; or the type of ~~control~~audit ~~transaction~~opinion that might be rendered on our consolidated financial statements, and neither a written report was provided to us nor oral advice was provided that SingerLewak LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or iffinancial itreporting ~~disposes~~issue; or (ii) any matter that was either the subject of disagreement (as defined in ~~excess~~Item 304(a)(1)(iv) of ~~33%~~Regulation S-K and the related instructions) or a reportable event (within the meaning of ~~its~~Item ~~assets~~304(a)(1)(v) of Regulation S-K).

If an event of default occurs, the outstanding principal amount of the Notes, plus interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder’s election, immediately due and payable in cash. Commencing five days after the occurrence of any event of default that results in the eventual acceleration of the Notes, the interest rate on the Notes shall accrue at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.

The holders of the Notes shall not have the right to convert the Notes and accrued interest, to the extent that after giving effect to such conversion, such holder would beneficially own in excess of 4.99% of the shares of the Company’s common stock immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The holders, upon 61 days written notice to the Company, may increase the Beneficial Ownership Limitation provided that it does not exceed 9.99% of the Company’s common stock.

The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investor was an accredited investor and/or qualified institutional buyers, the investor had access to information about us and their investment, the investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Copies of the Notes are filed as exhibits to this Current Report on Form 8-K. The summary of the Notes set forth above is qualified by reference to such exhibits.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION

See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

1016.1 - ~~10%~~Letter ~~Secured~~from ~~Promissory~~KPMG ~~Note dated April 29, 2009 payable to Enable Growth Partners LP~~LLP

~~10.2 - 10% Secured Promissory Note dated April 29, 2009 payable to Enable Opportunity Partners LP~~3

10.3 - 10% Secured Promissory Note dated April 29, 2009 payable to Pierce Diversified Strategy Master Fund LP

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.

Date: ~~April~~May 301, 2009

BLINK LOGIC INC.

(Registrant)

By:/s/ L. R. Bruce

L.R. Bruce

Chief Financial Officer

EXHIBIT LIST

1016.1 - ~~10%~~Letter ~~Secured~~from ~~Promissory~~KPMG ~~Note dated April 29, 2009 payable to Enable Growth Partners LP~~LLP

10.2 - 10% Secured Promissory Note dated April 29, 2009 payable to Enable Opportunity Partners LP

10.3 - 10% Secured Promissory Note dated April 29, 2009 payable to Pierce Diversified Strategy Master Fund LP

Filing Compare · BLINK LOGIC INC.