Okay for some reason I had a really hard time with this layout.... but this is what I came up with!
Paper and fabric button from Amy Teets' birthday freebie
Definitely Dotty paper by Jan Crowley
Folded Template by Jennilyn Designs
binder clip (re-colored) and screw (re-colored) from Vicki Stegall's Michael kit
Flower from DIY Shabby Flowers by Vicki Stegall
frames from Vicki Stegall's Wrap Me Up Grunge Series
Curled border from Net Maus ScrapDesign
fonts are Pristina and Mister Earl BT