UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 
 (Mark
      One)[X]
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the Fiscal Year Ended September 30,
      2009[  
      ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition
      period from ________  to ______
  
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              333-154221
              26-3126279(State
      or other jurisdiction
              (Commission
      File Number)
              (IRS
      Employerof
      Incorporation)
              
              Identification
      Number)Humlebaek
      Strandvej 21
                DK-3050
      Humlebaek
                Denmark(Address
      of principal executive offices)(45)
      5040 1749(Registrant’s
      Telephone Number)
 
 Elevated
Concepts, Inc.
 5
Revere Drive, Suite 200
 Northbrook,
IL 60062
 (Former
name or former address, if changed since last report)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  o No  x
 
 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  o  No  x
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for 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. Yes  x  No  o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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.
 
 The
aggregate market value of common stock held by non-affiliates of the Registrant
on December 30, 2009, based on the closing price on that date is Nil. The
Registrant securities were initially listed on the Over the Counter Bulletin
Board for trading on July 14, 2009, and since such time there has been no
reported trades of the Company's common stock.
 
 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
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
  Large Accelerated Filer 
      o
              Accelerated
      Filer   oNon-Accelerated Filer 
      o
              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).Yes  oNo  x
 
 The
number of shares of common stock outstanding as of January 11, 2010, was
12,100,000.
 
 DOCUMENTS INCORPORATED BY
REFERENCE
 
 Documents
              
              Form 10-K
      ReferenceNone
              
              Not
      Applicable
  Table of Contents
 1
  BLOGGERWAVE,
INC.
 
 Tableof Contents
 
 PagePART
      IItem 1
              Business
              4Item 1A
              Risk Factors
              16Item 1B
              Unresolved Staff Comments
              16Item 2
              Properties
              16Item 3
              Legal Proceedings
              16Item 4
              Submission of Matters to a Vote of Security
      Holders
              16PART
      IIItem 5
              Market for Registrant's Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
              16Item 6
              Selected Financial Data
              17Item 7
              Management's Discussion and Analysis of Financial
      Condition and Results of Operations
              18Item 7A
              Quantitative and Qualitative Disclosures about
      Market Risk
              20Item 8
              Financial Statements and Supplementary
      Data
              24Item 9
              Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
              41Item 9A(T)
              Controls and Procedures
              41Item 9B
              Other Information
              42PART
      IIIItem 10
              Directors and Executive Officers and Corporate
      Governance
              43Item 11
              Executive Compensation
              45Item 12
              Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters
              47Item 13
              Certain Relationships and Related
      Transactions
              47Item 14
              Principal Accountant Fees and
      Services
              47PART
      IVItem 15
              Exhibits
              45Signatures
              46
  Table of Contents
 2
 FORWARD-LOOKING
STATEMENTS
  This Annual Report
on Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These forward-looking statements are not historical facts but rather are based
on current expectations, estimates and projections. We use words such as
“anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and
variations of these words and similar expressions to identify forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are
beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted. These risks and
uncertainties include the following:
 
 ·
              The
      availability and adequacy of our cash flow to meet our
      requirements;
 ·
              Economic,
      competitive, demographic, business and other conditions in our local and
      regional markets;
 ·
              Changes
      or developments in laws, regulations or taxes in our
    industry;
 ·
              Actions
      taken or omitted to be taken by third parties including our suppliers and
      competitors, as well as legislative, regulatory, judicial and other
      governmental authorities;
 ·
              Competition
      in our industry;
 ·
              The
      loss of or failure to obtain any license or permit necessary or desirable
      in the operation of our business;
 ·
              Changes
      in our business strategy, capital improvements or development
      plans;
 ·
              The
      availability of additional capital to support capital improvements and
      development; and
 ·
              Other
      risks identified in this report and in our other filings with the
      Securities and Exchange Commission or the
SEC.
 
 You
should read this report completely and with the understanding that actual future
results may be materially different from what we expect. The forward looking
statements included in this report are made as of the date of this report and
should be evaluated with consideration of any changes occurring after the date
of this Report. We will not update forward-looking statements even though our
situation may change in the future and we assume no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
 
 Use
of Term
 
 Except as
otherwise indicated by the context, references in this report to the
"Registrant," “Company,” “we,” “us” and “our” are references to Bloggerwave,
Inc.  All references to “USD” or United States Dollars refer to the legal
currency of the United States of America.  Table of Contents
 3
 PART
I
 
 ITEM
1.BUSINESS
 
 Item
1.    Description of Business
 
 We were
incorporated in the State of Nevada on December 21, 2006, under the name
Elevated Concepts, Inc. On November 19, 2009, we filed a Certificate of
Amendment with the Nevada Secretary of State changing our name to Bloggerwave
Inc.
 
 From
inception through September 9, 2009, our business model was to export and sell
green,  eco-friendly,  biodegradable,  non-toxic  household  products
and building materials used in housing  construction  and
home  renovation  in the emerging  markets of
Russia,  Ukraine  and
other  Eastern  European  countries  from  North  American
manufacturers. We planned to start with sale and distribution of constructions
and household  materials which will be used in
"green  development"  projects in the suburban areas of
Moscow, Russia.
 
 However,
on September 9, 2009, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Bloggerwave ApS, a company
incorporated under the laws of Denmark (“Bloggerwave”).
Per the terms of the Merger Agreement, Bloggerwave
would survive the merger as a wholly owned operating subsidiary of the
Registrant. In accordance with the terms and provisions of the Merger
Agreement, the Company:
(i) issued an aggregate of 5,000,000 shares of its common stock to the
shareholders of Bloggerwave (the “Bloggerwave Shareholders”) on the basis of
50,000 restricted shares of the Company for each
one share held of record by the Bloggerwave Shareholders; and (ii) issued
3,000,000 shares of its common stock to the management of Bloggerwave (the
“Bloggerwave Management”).
 As a
result of the Merger Agreement, the Registrant changed its name to Bloggerwave
Inc. by way of Certificate of Amendment to its Articles of Incorporation filed
with the Nevada Secretary of State on November 19, 2009.
 
 Following
the closing of the Merger Agreement, Bloggerwave Inc., a Danish corporation, is
now a wholly operating owned subsidiary of the Registrant.
 
 Overview
 
 Savvy
consumers are increasingly distrustful of traditional modes of advertising, and
are turning in ever-growing numbers to the Internet to seek unbiased opinions
for product and service reviews. In this marketing environment where consumers
increasingly turn to each other for advice and recommendations for new products,
tapping into the millions of independent bloggers worldwide is the crucial next
step for any company seeking to reach its desired market.
 
 Bloggerwave’s
innovative business model connects corporate clients directly with thousands of
pre-approved bloggers around the globe, giving the bloggers the opportunity to
write about and “review” specific products or services and include a link to the
company’s website. Once a company is blogged about, it increases its Internet
buzz, credibility, site hits, ranking on search engines –and ultimately, its
bottom line.
 
 Bloggerwave
also delivers something no other form of advertising can: credibility. Blogs are
seen as independent, so readers’ defenses are down –a blog review is not
perceived as blatant advertising, but as an unbiased opinion from a trusted
blogger with a loyal, regular following. A blogger’s promotion of a company is
the best credibility possible. Bloggerwave gives companies the key to gaining
this credibility on the Internet.
 
 Bloggerwave
is the leading business of its kind within Europe.
 
 Table of Contents
 4
 Mission
 
 Bloggerwave
helps its corporate clients harness the power of the Internet by leveraging the
power and credibility of blogs to promote products and services.
 
 The
Company already has over 27,000 registered bloggers, and has served many
big-name corporate clients.
 
 Bloggerwave
intends to maintain its leadership position mission in Europe, and expand into
markets in Asia and the U.S.
 
 History
 
 Bloggerwave
is a young, dynamic European company founded by two entrepreneurs in Humlebaek,
Denmark.
 
 The
business rationale behind Bloggerwave was based on an emerging trend on the
Internet: the meteoric rise and power of social media (blogs, online communities
and networks such as MySpace and Facebook). The founders, Thomsen
and Lemmeke saw these emerging forms of media as new, unchartered platforms for
lucrative advertising opportunities. Not blatant or obtrusive advertising in the
form of flashing or moving banner ads, but advertising via subtle promotion
withinthe media
themselves. They had the idea to incentive bloggers with wide readerships to
review, try out, or promote certain products or services, writing about them on
their blogs. In the Information Age where people are inundated and growing weary
and distrustful of advertising, consumers are increasingly turning to their
peers on the internet for honest product reviews or opinions. The Bloggerwave
business model capitalizes on this paradigm shift in consumer focus, and targets
the blogs (or consumer peers) directly for marketing opportunities.
 
 Paying
bloggers to write independently about a company’s products or services is the
ultimate publicity strategy. Blogs are seen as independent, so readers’ defenses
are down –a blog review is not perceived as blatant advertising, but as an
unbiased opinion from a trusted blogger with a loyal, regular following. A
blogger’s promotion of a company is the best credibility possible. Bloggerwave
gives companies the key to gaining this credibility on the
Internet.
 
 Getting
bloggers to write about a company increases its search engine ranking (“Search
Engine Optimization”) and Internet presence in general. It is the latest and
most innovative approach to advertorial advertising in an environment where
consumers spend more and more hours online and increasingly turn to the Internet
for consumer guidance.
 
 Model
 
 Bloggerwave
has developed an innovative yet straight-forward business model that helps
companies spread Internet buzz about their products, brands, and services.
Marketers realize that blogs are gathering large, loyal and youthful followings.
Bloggerwave is the key for companies wishing to access these
markets.
 
 Table of Contents
 5
 
 
 
 
 Bloggerwave
for Corporations – How it Works
 
 1.
              Corporate
      clients sign an agreement with
Bloggerwave
 
 2.
              They
      log on to a secure system and post advertorial assignments for a
      pre-approved pool of thousands of registered bloggers
      worldwide
 
 3.
              Registered
      bloggers review the assignments for various products and services, and
      select relevant products or services to write about on their
      blogs
 
 4.
              Bloggerwave
      reviews blog postings to ensure they are in accordance with client
      guidelines, and approves appropriate
postings
 
 5.
              Blogs
      remain published on the World Wide Web and remain for at least 30 days,
      but in most cases, the postings are
indefinite
 
 6.
              All
      blogger postings are ranked by search engines and syndicated via
      RSS
 
 7.
              Clients
      pay a fee per posting. Bloggerwave pays the
  bloggers
 
 8.
              Clients
      are able to regularly review the progress of their blogging
      campaigns
 
 Table of Contents
 6
 All
      postings are unique and are visible for at least 30 days, although in
      practice most postings will actually reside on the blog forever. Every
      blogger writes from his/her perspective. And thanks to comments from the
      readers, clients are able to follow their product or service is perceived
      very closely.
                  
                  Client
      assignments are shown on a virtual notice board for all registered
      bloggers to see. Guidelines state exactly what the company wants to
      achieve, including if certain photos, descriptions, and links are
      required. Furthermore, a personal Bloggerwave team assists clients in
      writing the core copy and choosing which type of blog is best suited for
      the job.
                  
                  Bloggerwave
      approves all assignments. Once an assignment is approved and posted on the
      Internet, Bloggerwave debits the client’s account. Bloggerwave pays the
      bloggers.
                  
                  A
      dynamic tracking link will shows clients how their message is spreading
      across the internet. Every time they access their Bloggerwave account,
      they can view vital statistical information about how their message is
      spreading around the Internet.
 Table of Contents
 7
 Bloggerwave
for Bloggers:
 
 More and
more people have their own blog. And it’s expanding with close to 200,000 new
blogs being created every day.
 
 Bloggers
are increasingly looking for ways to earn money blogging. Posting ads, affiliate
links and paid postings are potential revenue streams for bloggers.
 
 By
registering with Bloggerwave, bloggers gain access to a plethora of paid posting
opportunities. Bloggers review potential assignments and select those that are
relevant for their blogs and their unique ‘voice’ on the Internet. For example,
a technology blogger would be more inclined to review and promote a new cell
phone rather than a new cosmetic fragrance.
 
 Once
bloggers have written a post, Bloggerwave checks the links and assesses the
work. The post is then either approved or rejected, and if it is approved, the
blogger is paid for the post.
 
 Bloggerwave
has a diverse group of clients, from individuals to corporate
clients.
  The
Market for Bloggerwave
 
 Social
Media Optimization
 
 Bloggerwave
is at the forefront of a developing industry: Social Media Optimization (SMO).
Companies, looking for new ways to reach their target markets, have realized
that the best way to access the hearts and minds of their customers is by
reaching out through social media (blogs, online communities, online social
networks, etc.) Progressive companies “in the know” are now accessing their
markets through viral marketing campaigns on YouTube, MySpace, Facebook, and
Twitter. Commercial blogging is a logical extension of this.
 
 Paying
bloggers to write independently about a company’s products or services is the
ultimate publicity strategy. Blogs are seen as independent, so readers’ defenses
are down –a blog review is not perceived as blatant advertising, but as an
unbiased opinion from a trusted blogger with a loyal, regular following. A
blogger’s promotion of a company is the best credibility possible. Bloggerwave
gives companies the key to gaining this credibility on the
Internet.
 Social
Media Optimization has become an integral part of Online Reputation Management
or Search Engine Reputation Management –strategies all organizations must now
engage in if they care about their online presence and reputation.
 
 Getting
bloggers to write about a company increases its search engine ranking and
Internet presence in general. It is the latest and most innovative way to market
oneself, as consumers spend more and more hours online and increasingly turn to
the Internet for consumer guidance.
 
 Furthermore,
smart businesses are leveraging Social Media Optimization for more than just
marketing. Used strategically, SMO can help a company with product and service
development, brand building, customer satisfaction and relations, business
development and more. Bloggerwave enables companies to track how their message
is spreading around the Internet, including consumer reactions. Bloggerwave
offers clients the crucial component to any successful marketing
campaign.
 
 As Social
Media Grows, so too does Social Media Optimization. Social Media Optimization
influences brand awareness, reputation, improves search engine ranking, enhances
traffic for desired website, generate leads, and improves internal communication
and online sales very effectively.
 
 Table of Contents
 8
 Why
Corporations are Increasingly Using SMO
 
 1.
              Its
      where the consumers are
 
 No matter
how non-technical customers are - social media impacts their consumption
decisions. Social media’s impact on traditional media is increasing on a daily
basis. Newspapers, television, and radio, are realizing that certain networks
are sometimes even faster than the AP newswire. This impacts which news is
presented in a traditional sense. The geeks, webmasters, the trendsetters, and
other folks who are on the bleeding edge are now watching social media outlets
and republishing to the channels that customers are consuming from.
 
 2.
              SMO
      increases ROI
 
 Social
Media Optimization has resulted in positive ROI that is compelling the Companies
to invest more in SMO.
 
 It has
been observed that Companies with higher level of Social Media activity
increased their sale considerably, while the least active ones saw a drop in
sales. The Economic Intelligence Unit claims that 80% of companies out there
believe that social media or has the potential to increase company
revenue.
 3.
              The
      competition is doing it
  Some
      of the projected sites of Twitter reveal that Social Media
      Optimization has some 100 million and will increase to 350 million
      users by 2011, a whopping 25% increase in activity in just one year.
      Internet is a vast communication device, and marketers are taking notice:
      25 million users are already using this media as marketing
      technique.
                
                In
      a March 2009 Forrester Research survey of a sample of 203 US companies
      pursuing online marketing, 40% currently use SMO, 55% plan on using it
      within the next 12 months, and 65% plan on using it in more than 12 months
      from now. In a few years almost all companies will be optimizing Social
      Media, for companies who wish to remain ahead of the curve, the time to
      invest in SMO is now.
 
 4.
              More
      Social = More Search
 More
Search = More Customers
 More
customers = More business
 
 The web
is more de-centralized than ever. After consumers do their initial searches
through the Google, they start looking for communities of likeminded people. The
best customers are the ones that are passionate and want to have a conversation
about companies, their products, or something related. Companies need to be in
these communities.
 
 
 5.
              Websites
      are irrelevant without traffic
 
 Companies
can have the most beautiful website in the world, but without traffic, it is
useless.Social
Media Optimization can drive already-engaged and curious customers to company
websites.
 
 SMO
–The Rising Numbers
 
 Forrester
Research says the bottom line is that social media and mobile marketing will be
the hottest trend in online marketing.
 
 Table of Contents
 9
 
 
 SMO
marketing is a relatively new field that is closely associated with SEO
marketing (engaging in strategies that ensure a company’s name turns up high on
search engines). Businesses that engage in SEO are earning revenues in the $5
million USD range. SMO marketing is considered the ”next generation” of SEO
marketing. The following pages charts list the top performing SEO marketing
companies in the US and the UK. As SMO is so new, no such equivalent market data
yet exists.  Table of Contents
 10
 Top
5 US SEO Companies:
 Table of Contents
 11
 Top
5 SEO UK Companies:
 
 
 
  Table of Contents
 12
 Competitive
Analysis
 Bloggerwave,
only two years old, and despite fierce competition in this new evolving market,
has already managed to beat out all of its European-based competition, and has
landed multi-national, big-name blogging campaigns. The Company has
single-handedly propelled itself into the stratosphere of the world’s top
Sponsored Blog Post companies.
 
 Below is
a list of Bloggerwave’s toughest International Competition, all of which are
U.S.-based.
 1.PayPerPost                                       www.PayPerPost.com
 
 2.ReviewMe                                          www.reviewme.com
 
 3.SponsoredReviews                           www.sponsoredreviews.com
 
 4.Blogsvertise                                      www.blogvertise.com
 
 5.Smorty                                                www.smorty.com
 6.PayU2Blog                                         www.payu2blog.com
 
 
 Bloggerwave’s
Competitive Advantage
 
 Bloggerwave
sets itself apart from the competition in the following ways:
 
 European
Market Leader
 
 Bloggerwave’s
competition is all U.S.-based, giving it the unique advantage
of international perspective, and direct advertising access to
international markets.
 
 Multilingual
 
 Bloggerwave
has English, Danish, Swedish, and German websites. Advertisers can reach all
four linguistic markets with one advertising assignment.
 
 Personalized
Services
 
 Each
client is assigned a personal Bloggerwave team that assists them in writing
their core advertising copy and provides input into which blogs are the best fit
for the assignment. The team reviews all blog postings to ensure that they are
in accordance with client guidelines, and then approves them on behalf of the
client.
 
 Unique
Tracking Feature and Campaign Reports
 
 Clients
can regularly log on to Bloggerwave to view the progress of their blogging
campaigns. Bloggerwave provides clients with a comprehensive report upon
completion of the blogging campaign.
 
 Advertising
and Market Research in One
 
 Clients
can receive instant consumer feedback by following their blogging campaigns, as
blog readers often post ‘reader comments’ on blog product
reviews.
 Table of Contents
 13
 Marketing
Strategy
 
 Mission: To attract and
maintain more advertisers
 
 Marketing
objectives:
 ·
              Revenue
      growth
 ·
              Increase
      advertisers by 40% each year
 ·
              Increase
      repeat customers by 50% each
quarter
 ·
              Create
      and promote Bloggerwave brand
recognition
 ·
              Penetrate
      markets in US and Asia
 
 Keys
to success:
 ·
              Exceed
      client expectations, emphasize personalized service and
      support
 ·
              Build
      and maintain personal relationships with
  Advertisers
 ·
              Tailor-made
      campaigns and comprehensive, flexible
services
 ·
              Attract
      more first-time clients and provide them with enough value to convert them
      into repeat customers
 
 Target markets: Corporate
Advertising
 
 Positioning: Bloggerwave has
already positioned itself as the premier corporate blogging company in Europe.
The company’s intent is to maintain and bolster this status, as well as build
its reputation in U.S. and Asia.
 
 Typical
clients include large multinational firms that seek to bolster their public
image on the Internet, educate consumers about their products, and drive
sales.
 
 Bloggerwave’s
unique selling point is its personalized and tailor-made campaigns for our
advertisers.
 
 Strategy
 
 Bloggerwave
will use a combination of targeted advertising, networking, Internet Marketing
and press coverage to generate visibility and communicate the message that it is
the premier business of its kind, offering custom, personalized services to its
corporate clients.
 
 ·
              Advertising
      will be done in industry-specific
journals
 
 ·
              Face-to
      face networking activities will be particularly effective by leveraging
      existing relationships and
contacts.
 
 ·
              To
      continue attracting bloggers, Bloggerwave uses Google Ad words and
      blogging campaigns
 
 ·
              Bloggerwave
      gained many of its initial clients through networking, referrals and cold
      calls; it will continue this
practice
 
 ·
              Bloggerwave
      regularly informs the media of its unique business model to generate press
      coverage and “buzz”
 
 ·
              Internet
      marketing ― as an expert in the industry, Bloggerwave already engages in
      various Internet marketing strategies such as blogging campaigns and
      SEO.
 
 ·
              Strategic
      partnerships are fundamental in the world of Internet commerce.
      Bloggerwave’s strategic alliances will help increase brand equity, reduce
      marketing expenses, and reduce the
  time-to-market.
 
  Table of Contents
 14
  Insurance
 
 We do not
maintain any insurance and do not intend to maintain insurance in the future.
Because we do not have any insurance, if we are made a party to a liability
action, we may not have sufficient funds to defend the litigation. If that
occurs a judgment could be rendered against us that could cause us to cease
operations.
 
 Intellectual
Property
 
 We depend
on our ability to develop and maintain the proprietary aspects of our technology
to distinguish our products from our competitors’ products. To protect our
proprietary technology, we rely primarily on a combination of confidentiality
procedures. It is our policy to require employees and consultants to execute
confidentiality agreements and invention assignment agreements upon the
commencement of their relationship with us. These agreements provide that
confidential information developed or made known during the course of a
relationship with us must be kept confidential and not disclosed to third
parties except in specific circumstances and for the assignment to us of
intellectual property rights developed within the scope of the employment
relationship.
 Employees
 
 As of
December 2, 2009, we employed 2 full-time employees. None of our employees is
subject to a collective bargaining agreement and we believe that relations with
our employees are very good. We also frequently use third party consultants to
assist in the completion of various projects. Third parties are instrumental to
keep the development of projects on time and on budget.
 
 WHERE
YOU CAN GET ADDITIONAL INFORMATION
 
 We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy our reports or other filings made with the
SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W.,
Washington, DC 20549. You can obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these
reports and other filings electronically on the SEC’s web site, www.sec.gov.
 
 In
addition, certain of our SEC filings, including our annual reports on Form 10-K,
our quarterly reports on Form 10-Q and current reports on Form 8-K, and
amendments to these reports, can be viewed and printed from the investor
information section of our website at www.bloggerwave.com,
as soon as reasonably practicable after filing with the SEC.
 
 *The
information on the websites listed above, is not and should not be considered
part of this Report and is not incorporated by reference in this document. These
websites are, and are only intended to be, inactive textual
references.
 
 Government
Regulation
 
 We are
not currently subject to federal, state or local regulation other than
regulations applicable to businesses generally or directly applicable to our
business model. However, the Internet is increasingly popular. As a result, it
is possible that a number of laws and regulations may be adopted with respect to
the Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and information security. Furthermore,
the growth of electronic commerce may prompt calls for more stringent consumer
protection laws. Several states have proposed legislation to limit the uses of
personal user information gathered online or require online services to
establish privacy policies.
 
 Table of Contents
 15
 We are
not certain how business may be affected by the application of existing laws
governing issues such as property ownership, copyrights, encryption and other
intellectual property issues, taxation, libel, obscenity and export or import
matters. The vast majority of such laws were adopted prior to the advent of the
Internet. As a result, they do not contemplate or address the unique issues of
the Internet and related technologies. Changes in laws intended to address such
issues could create uncertainty in the Internet market place. Such uncertainty
could reduce demand for services or increase the cost of doing business as a
result of litigation costs or increased service delivery costs. In addition,
because our services are available over the Internet in multiple states and
foreign countries, other jurisdictions may claim that we are required to qualify
to do business in each such state or foreign country. We are qualified to do
business only in Nevada. Our failure to qualify in a jurisdiction where it is
required to do so could subject it to taxes and penalties. It could also hamper
our ability to enforce contracts in such jurisdictions. The application of laws
or regulations from jurisdictions whose laws currently apply to our business
could have a material adverse affect on our business, results of operations and
financial condition.
 
 ITEM
1A. RISK
FACTORS
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
 
 ITEM
1B. Unresolved Staff
Comments
 
 None.
 
 ITEM
2. PROPERTIES
 
 We do not
own any real estate. Our principal executive office is located at Humlebaek
Strandvej 21, DK-3050 Humlebaek, Denmark. Our telephone number is (45)
5040-1749. We rent, on a monthly basis, approximately 300 square feet of office
space for USD 1,500 per month. The space we lease is utilized for offices
purposes. It is our belief that the space is adequate for our immediate needs.
Additional space may be required as we expand our operations. We do not foresee
any significant difficulties in obtaining any required additional
facilities.
 
 ITEM
3. LEGAL
PROCEEDINGS
 
 None.
 
 ITEM 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS
 
 No
matters were submitted to a vote of security holders during the fiscal year
ended September 30, 2009.
 
 PART
II
 ITEM5.
              Market
      for the Company’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
  Market
Information
 
 Our
common stock is currently quoted on the OTC Bulletin Board. Our common stock has
been quoted on the OTC Bulletin Board since July 14, 2009 under the symbol
“ELVT.OB.”  Because we are quoted on the OTC Bulletin Board, our
securities may be less liquid, receive less coverage by security analysts and
news media, and generate lower prices than might otherwise be obtained if they
were listed on a national securities exchange.
 
 The
following table sets forth the high and low bid quotations for our common stock
as reported on the OTC Bulletin Board for the periods indicated.
 
 2009
              
              
              High
              
              
              LowThird
      Quarter
              
              
              NIL
              
              
              NILFourth
      Quarter
              
              
              NIL
              
              
              NIL
 
 Table of Contents
 16
 Information
for the periods referenced above has been furnished by the OTC Bulletin Board.
The quotations furnished by the OTC Bulletin Board reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not reflect actual
transactions.
 
 We have
never declared or paid any cash dividends on our common stock nor do we intend
to do so in the foreseeable future. Any future determination to pay cash
dividends will be at the discretion of our board of directors and will depend
upon our financial condition, operating results, capital requirements, any
applicable contractual restrictions and such other factors as our board of
directors deems relevant.
 
 Our
common stock is subject to rules adopted by the Commission regulating broker
dealer practices in connection with transactions in “penny stocks.” Those
disclosure rules applicable to “penny stocks” require a broker dealer, prior to
a transaction in a “penny stock” not otherwise exempt from the rules, to deliver
a standardized list disclosure document prepared by the Securities and Exchange
Commission. That disclosure document advises an investor that investment in
“penny stocks” can be very risky and that the investor’s salesperson or broker
is not an impartial advisor but rather paid to sell the shares. The disclosure
contains further warnings for the investor to exercise caution in connection
with an investment in “penny stocks,” to independently investigate the security,
as well as the salesperson with whom the investor is working and to understand
the risky nature of an investment in this security. The broker dealer must also
provide the customer with certain other information and must make a special
written determination that the “penny stock” is a suitable investment for the
purchaser and receive the purchaser’s written agreement to the transaction.
Further, the rules require that, following the proposed transaction, the broker
provide the customer with monthly account statements containing market
information about the prices of the securities.
  These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for our common stock. Many brokers may be
unwilling to engage in transactions in our common stock because of the added
disclosure requirements, thereby making it more difficult for stockholders to
dispose of their shares.
  Holders
 
 As of
September 30, 2009, there were 17 holders of record of our common
stock.
 
 Dividends
 
 We have
not paid any cash dividends on our common stock since inception and presently
anticipate that all earnings, if any, will be retained for development of our
business and that no dividends on our common stock will be declared in the
foreseeable future. Any future dividends will be subject to the discretion of
our Board of Directors and will depend upon, among other things, future
earnings, operating and financial condition, capital requirements, general
business conditions and other pertinent facts. Therefore, there can be no
assurance that any dividends on our common stock will be paid in the
future.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 None.
 
 Recent
Sales of Unregistered Securities
 
 None,
other than those set forth in the Form 8-Ks filed during the year ended
September 30, 2009, those set forth elsewhere in this Report, and those filed on
Form 8-Ks subsequent to September 30, 2009, and through the date of this
Report.
 
 ITEM6. SELECTED FINANCIAL DATA
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
 
 Table of Contents
 17
 ITEM
7.Management's
Discussion and Analysis or Plan of Operation.
 
 The
following discussion should be read in conjunction with our audited financial
statements and notes thereto included herein. In connection with, and because we
desire to take advantage of, the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in
future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update
forward-looking statements.
 
 Limited
operating history; need for additional capital
 
 There is
limited historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
 
 To become
profitable and competitive, we have to locate and negotiate agreements that
result in revenue.  We may have to seek out additional equity
financing to provide for the capital required to continue to implement our
operations. We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available on satisfactory terms, we may
be unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.
 
 MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
 
 The
Company’s functional currency is the Danish Krone (DKK) however certain
transactions are denominated in United States Dollars or other currencies. Our
financial statements are translated to United States Dollars for reporting
purposes. Our financial statements are prepared in accordance with United States
Generally Accepted Accounting Principles (GAAP).
  We have
incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation.
 
 We expect
we will require additional capital to meet our long term operating requirements.
We expect to raise additional capital through, among other things, the sale of
equity or debt securities.
  RESULTS
OF OPERATION
 
 For
the Fiscal Years Ended September 30, 2009, and September 30, 2008
 
 During
fiscal year ended September 30, 2009, and September 30, 2008, we generated
revenues of $87,034 and $0 respectively, our cost of revenues amounted
to $12,085 and $0, respectively, and our gross profit was $74,949 and $0,
respectively.   The increase in revenues, cost of revenues, and
gross profit are all attributable to the twelve months ended September 30, 2009,
being our first full year of operations whereas we were still getting organized
by September 30, 2008.
 
 During
the fiscal year ended September 30, 2009, we incurred general and administrative
expenses in the aggregate amount of $179,177 compared to $10,823 incurred during
fiscal year ended September 30, 2008. This increase in expenses incurred during
the fiscal year ended September 30, 2009, compared to the fiscal year ended
September 30, 2008, is also attributable to the fiscal year ended September 30,
2009, being our first full year of operations.
 
 This
resulted in a loss from operations of $(104,228) during the fiscal year ended
September 30, 2009, compared to a loss of $(10,823) during the fiscal year ended
September 30, 2008.
 
 Table of Contents
 18
 LIQUIDITY
AND CAPITAL RESOURCES
 
 Our
financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
 
 For
Fiscal Years Ended September 30, 2009 and 2008
 
 As of
September 30, 2009, and 2008, our total assets were $5,469 and $2,974,
respectively, comprised of accounts receivable, office equipment, and limited
cash resources. The increase in assets is attributable to accounts receivable
since by September 30, 2008, we had not yet had any sales.
 
 As of
September 30, 2009, and 2008, our current liabilities were $154,177 and $12,328,
respectively.  This increase is attributable an increase in debt and
accrued liabilities during our first full year of operations.
 
 We have
not generated positive cash flows from operating activities. For the fiscal year
ended September 30, 2009, net cash flow used in operating activities was
($85,185) compared to net cash flow used in operating activities of ($7,599) for
fiscal year ended September 30, 2008.
 
 For
the fiscal year ended September 30, 2009, net cash flows of $86,781 were
financed primarily from subscription agreements, bank financing  and
related party loans.  For the fiscal year ended September 30, 2008,
net cash flows of $10,362 were financed from subscription agreements and related
party loans. The increase was attributable to the cash requirements associated
with our first full year of operations.
 
 PLAN
OF OPERATION AND FUNDING
 
 Existing
working capital, cash flow from operations, further advances from the bank, as
well as debt instruments or stock subscriptions are expected to be adequate to
fund our operations over the next twelve months. Generally, we have financed
operations to date through the proceeds of stock subscriptions, bank financing
and related party loans.
 
 In
connection with our business plan, management anticipates that administrative
expenses will increase over the next twelve months. Additional issuances of
equity or convertible debt securities may be required which will result in
dilution to our current shareholders. Furthermore, such securities might have
rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business opportunities, which could
significantly and materially restrict our business operations.
 
 MATERIAL
COMMITMENTS
 
 We do not
have any material commitments for the fiscal years ended September 30, 2009, and
2008.
 
 Related
Party Loan
 
 The
Company owed to a Directors and stockholder the following amounts on the
indicated dates:
 
 September
      30, 2008
              $6,055September
      30, 2009
              $38,847
 
 Such
loans are unsecured, non-interest bearing, and have no terms for repayment. We
anticipate that this amount will continue to increase over the next 12
months.
   
 PURCHASE
OF SIGNIFICANT EQUIPMENT
 
 We do not
intend to purchase any significant equipment during the next twelve
months.
 
 Table of Contents
 19
 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, capital
expenditures or capital resources that are material to investors.
 
 GOING
CONCERN
 
 The
independent auditors' report accompanying our September 30, 2009, and September
30, 2008, financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
 Table of Contents
 20
  RECENT
ACCOUNTING PRONOUNCEMENTS
 
 On
December 4, 2007, the FASB issued FASB Statement No. 160, (FASB ASC 160
810) “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51” (“SFAS No. 160”).  SFAS No. 160 establishes new accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary.  Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent’s
equity.  The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement.  SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial
interest.  In addition, this statement requires that a parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated.  Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation
date.  SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling
interest.
 
 SFAS No.
160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  Earlier adoption is
prohibited.  The management of the Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
 
 In March
2008, the FASB issued FASB Statement No. 161, (FASB ASC 161 815) “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b)
derivative instruments and related hedged items are accounted for under FASB No.
133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.  Specifically, SFAS No. 161
requires:
 
 -
                disclosure
      of the objectives for using derivative instruments be disclosed in terms
      of underlying risk and accounting designation;-
                disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;
 
 -
                disclosure
      of information about credit-risk-related contingent features;
      and-
                cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.
 
 SFAS No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 On May 9,
2008, the FASB issued FASB Statement No. 162, (FASB ASC 162 105) “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
 
 Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The
Meaning of Present Fairly in Conformity with Generally Accept Accounting
Principles.”  SAS No. 69 has been criticized because it is
directed to the auditor rather than the entity.  SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity (not the auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.
 
 The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
 
 a)
                FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB
 
 b)
                FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position
 
 c)
                AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics)
 
 d)
                Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry
 
 Table of Contents
 21
 SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature.  It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163 (FASB ASC 163 944), “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS
No. 163”).  SFAS No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises including the recognition
and measurement of premium revenue and claim liabilities.  It also
requires expanded disclosures about financial guarantee insurance
contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”).  SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation.  It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
 
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
 
 On May
22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 164 958) “Not-for-Profit Entities: Mergers and
Acquisitions” (“SFAS No. 164”).  Statement 164 is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities.  To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:
 
 a.
                Determines
      whether a combination is a merger for an acquisition.b.
                Applies
      the carryover method in accounting for a
merger.
 
 c.
                Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities the acquirer
    is.d.
                Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.
 
 This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill
and Other Intangible Assets, to make it fully applicable to
not-for-profit entities.
 
 Statement
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009.  Early application is prohibited.  The management of
the Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
 
 On May
28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 165 855) “Subsequent Events” (“SFAS No.
165”).  Statement 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued.  Specifically, Statement 165 provides:
 
 1.
                The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial statements.2.
                The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.
 
 3.
                The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.
 
 Table of Contents
 22
 In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have material impact on its financial statements.
 
 In June
2009, the FASB issued FASB Statement No. 166 (FASB ASC 166 860), “Accounting for Transfers of
Financial Assets – an amendment of FASB Statement No. 140” (“SFAS No.
166”).  SFAS No. 166 is a revision to FASB Statement No. 140
“Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities” and will
require more information about transfers of financial assets, including
securitization transactions, and where companies have continuing exposure to the
risks related to transferred financial assets.  It eliminates the
concept of a “qualifying special-purpose entity,” changes the requirements for
derecognizing financial assets, and requires additional
disclosures.
 
 This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement No. 167 (FASB ASC 167 810),"Amendments to FASB Interpretation
No. 46(R)" (“SFAS No. 167”).  SFAS No. 167 amends certain
requirements of FASB Interpretation No.  46(R), “Consolidation of Variable Interest
Entities” and changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated.  The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance.
 
 This
statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 In June
2009, the FASB issued FASB Statement No. 168 (FASB ASC 168 105), "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").  SFAS
No. 168 establishes the FASB Accounting Standards Codification (the
"Codification") to become the single official source of authoritative,
nongovernmental U.S. generally accepted accounting principles
(“GAAP”).  The Codification did not change GAAP but reorganizes the
literature.
 
 SFAS
No.168 is effective for interim and annual periods ending after September 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 ITEM7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
  Table of Contents
 23
  ITEM8. FINANCIAL STATEMENTS
 AND SUPPLEMENTARY DATA
 
 BLOGGERWAVE
INC.
 (FORMERLY
ELEVATED CONCEPTS, INC.)
 INDEX TO FINANCIAL
STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 
  Report of
      Registered Independent Auditors
              F-2Financial
      Statements-Balance Sheets
      as of September 30, 2009, and 2008
              F-3Statements of
      Operations for the Years Ended September 30, 2009, and 2008
              F-4Statement
      of Stockholders’ (Deficit) for the years ended September 30, 2009, and
      2008
              F-5Statements of
      Cash Flows for the Years Ended September
      30, 2009, and 2008
              F-6Notes to
      Financial Statements September 30, 2009, and 2008
              F-7
  
 Table of Contents
 24
 
 REPORT
OF REGISTERED INDEPENDENT AUDITORS
 
 
 
 To the
Board of Directors and Stockholders
 of
Bloggerwave Inc.:
 
 We have
audited the accompanying balance sheets of Bloggerwave Inc. (a Nevada
corporation, and formerly Elevated Concepts, Inc.) as of September 30, 2009, and
2008, and the related statements of operations, stockholders’ (deficit), and
cash flows for each of the two years in the period ended September 30,
2009.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States of America).  Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bloggerwave Inc. as of September
30, 2009, and 2008, and the results of its operations and its cash flows for
each of the two years in the period ended September 30, 2009, 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.  As discussed in Note 2 to the
financial statements, the Company has not established significant source of
revenues to cover its operating costs.  As such, it has incurred an
operating loss since inception.  These and other factors raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plan regarding these matters is also described
in Note 2 to the financial statements.  The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Respectfully
submitted,
 
 /s/
Davis Accounting Group P.C.
 
 Cedar
City, Utah,
 December
21, 2009.
   
 Table of Contents
 25
 BLOGGERWAVE
      INC.(FORMERLY
      ELEVATED CONCEPTS, INC.)BALANCE
      SHEETSAS
      OF SEPTEMBER 30, 2009, AND 2008ASSETSSeptember 30,2009
                
                
                2008Current
      Assets:Cash
      and cash equivalent
                
                $
                -
                
                
                $
                858Accounts
      receivable
                
                
                3,781
                
                
                
                -Total
      current assets
                
                
                3,781
                
                
                
                858Property
      and Equipment:Computer  &
      office equipment
                
                
                3,002
                
                
                
                2,076Less
      - Accumulated depreciation
                
                
                (1,314
                )
                
                
                (360
                )Net
      property and equipment
                
                
                1,688
                
                
                
                1,716Other
      Assets:Security
      deposit
                
                
                -
                
                
                
                400Total
      other assets
                
                
                -
                
                
                
                400Total
      Assets
                
                $
                5,469
                
                
                $
                2,974LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Bank
      line of credit
                
                $
                9,189
                
                
                $
                -Accounts
      payable  - Trade
                
                
                2,988
                
                
                
                3,273Accrued liabilities
                
                
                89,823
                
                
                
                3,000Deferred
      revenues
                
                
                1,330
                
                
                
                -Due to related party - Director and stockholder
                
                
                38,847
                
                
                
                6,055Loan
      from shareholder
                
                
                12,000
                
                
                
                -Total
      current liabilities
                
                
                154,177
                
                
                
                12,328Total
      liabilities
                
                
                154,177
                
                
                
                12,328Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $0.001 per share, 75,000,000 sharesauthorized;
      12,100,000 and 5,000,000 shares issued andoutstanding
      in 2009 and 2008, respectively
                
                
                12,100
                
                
                
                5,000Discount
      on common stock
                
                
                (4,133
                )
                
                
                -Accumulated
      comprehensive (loss)
                
                
                (670
                )
                
                
                -Accumulated
      (deficit)
                
                
                (156,005
                )
                
                
                (14,354
                )Total
      stockholders' (deficit)
                
                
                (148,708
                )
                
                
                (9,354
                )Total
      Liabilities and Stockholders' (Deficit)
                
                $
                5,469
                
                
                $
                2,974
  The
accompanying notes to the financial statements are an integral part of these
balance sheets.
   
 Table of Contents
 26
 BLOGGERWAVE
      INC.(FORMERLY
      ELEVATED CONCEPTS, INC.)STATEMENTS
      OF OPERATIONSFOR
      THE YEARS ENDED SEPTEMBER 30, 2009, AND 2008Year
      EndedSeptember
      30,2009
                
                
                2008Sales,
      net
                
                $
                87,034
                
                
                $
                -Cost
      of Goods Sold
                
                
                12,085
                
                
                
                -Gross
      Profit
                
                
                74,949
                
                
                
                -Sales,
      General and Administrative
                
                
                179,177
                
                
                
                10,823(Loss)
      from Operations
                
                
                (104,228
                )
                
                
                (10,823
                )Other
      income(expense)-
                
                
                
                -Provision
      for Income Taxes
                
                
                -
                
                
                
                -Net
      (Loss)
                
                
                (104,228
                )
                
                
                (10,823
                )Other
      Comprehensive (Loss):Foreign
      currency translation
                
                
                (670
                )
                
                
                -Total
      Comprehensive (Loss)
                
                $
                (104,898
                )
                
                $
                (10,823
                )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                
                
                7,370,890
                
                
                
                1,318,306
 
 The
accompanying notes to the financial statements are an integral part of these
statements.
 
 F-4
  Table of Contents
 27
 BLOGGERWAVE
      INC.(FORMERLY
      ELEVATED CONCEPTS, INC.)STATEMENTS
      OF STOCKHOLDERS' (DEFICIT)FOR
      THE PERIODS ENDED SEPTEMBER 30, 2009, AND 2008AccumulatedOtherCommon
      Stock
                
                
                Discount
      on
                
                
                Comprehensive
                
                
                AccumulatedDescription
                
                Shares
                
                
                Amount
                
                
                Common
      stock
                
                
                (Loss)
                
                
                (Deficit)
                
                
                TotalBalance
      - September 30, 2007
                
                
                3,000,000
                
                
                $
                3,000
                
                
                $
                (3,000
                )
                
                $
                -
                
                
                $
                (3,531
                )
                
                $
                (3,531
                )Common
      stock issued for cash
                
                
                5,000,000
                
                
                
                5,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                5,000Net
      (loss) for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (10,823
                )
                
                
                (10,823
                )Balance
      - September 30, 2008
                
                
                8,000,000
                
                
                
                8,000
                
                
                
                (3,000
                )
                
                
                -
                
                
                
                (14,354
                )
                
                
                (9,354
                )Common
      stock issued for cash
                
                
                4,100,000
                
                
                
                4,100
                
                
                
                28,700
                
                
                
                -
                
                
                
                -
                
                
                
                32,800Impact
      of recapitalization from reverse merger
                
                
                -
                
                
                
                -
                
                
                
                (29,833
                )
                
                
                -
                
                
                
                (37,423
                )
                
                
                (67,256
                )Foreign
      currency translation adjustment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (670
                )
                
                
                -
                
                
                
                (670
                )Net
      (loss) for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (104,228
                )
                
                
                (104,228
                )Balance
      - September 30, 2009
                
                
                12,100,000
                
                
                $
                12,100
                
                
                $
                (4,133
                )
                
                $
                (670
                )
                
                $
                (156,005
                )
                
                $
                (148,708
                )
  The
accompanying notes to the financial statement is an integral part of these
statement.
    Table of Contents
 28
 BLOGGERWAVE
      INC.(FORMERLY
      ELEVATED CONCEPTS, INC.)STATEMENTS
      OF CASH FLOWS (NOTE 2)FOR
      THE YEARS ENDED SEPTEMBER 30, 2009, AND 2008Years
      EndedSeptember
      30,2009
                
                
                2008Operating
      Activities:Net
      (loss)
                
                $
                (104,228
                )
                
                $
                (10,823
                )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activities:Depreciation
                
                
                954
                
                
                
                351Impact
      of recapitalization from reverse merger
                
                
                (66,398
                )
                
                
                -Changes
      in net assets and liabilities:Accounts
      receivable - Trade
                
                
                (3,781
                )
                
                
                -Security
      deposit
                
                
                400
                
                
                
                (400
                )Accounts
      payable - Trade
                
                
                (285
                )
                
                
                -Accrued
      liabilities
                
                
                86,823
                
                
                
                3,273Deferred
      revenues
                
                
                1,330
                
                
                
                -Net
      Cash (Used in) Operating Activities
                
                
                (85,185
                )
                
                
                (7,599
                )Investing
      Activities:Purchases
      of computer equipment
                
                
                (926
                )
                
                
                (1,905
                )Net
      Cash (Used in) Investing Activities
                
                
                (926
                )
                
                
                (1,905
                )Financing
      Activities:Proceeds
      from issuance of common stock
                
                
                32,800
                
                
                
                5,000Proceeds
      from bank line of credit
                
                
                9,189
                
                
                
                -Proceeds
      from Director and stockholder
                
                
                44,792
                
                
                
                5,362Net
      Cash Provided by Financing Activities
                
                
                86,781
                
                
                
                10,362Effect
      of Exchange Rate Changes on Cash
                
                
                (670
                )
                
                
                -Net
      Increase in Cash and Equivalent
                
                
                -
                
                
                
                858Cash
      and Cash Equivalent - Beginning of Period
                
                
                -
                
                
                
                -Cash
      and Cash Equivalent - End of Period
                
                $
                -
                
                
                $
                858Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
  an
integral part of these statements.
    Table of Contents
 29
 BLOGGERWAVE
INC
 (FORMERLY
ELEVATED CONCEPTS, INC.)
 NOTES TO
FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
  
 1)           Summary
of Significant Accounting Policies
 
 Basis
of Presentation and Organization
 
 Bloggerwave
Inc. (the “Company” and formerly Elevated Concepts, Inc.) was incorporated in
the State of Nevada on December 21, 2006, under the name Elevated Concepts,
Inc.  The Company originally was in the business of export and sale of
green, eco-friendly, biodegradable, non-toxic household products and building
materials used in housing construction and home renovation in the emerging
markets of Russia, Ukraine and other Eastern European countries from North
American manufactures.
 
 On
September 9, 2009, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Bloggerwave ApS., a company incorporated under the laws
of Denmark (“Bloggerwave”).  In accordance with the terms and
provisions of the Merger Agreement, the Company: (i) issued an aggregate of
5,000,000 shares of its common stock to the shareholders of Bloggerwave on the
basis of 50,000 restricted shares of the Company for each one share held of
record by the Bloggerwave Shareholder; and (ii) issued 3,000,000 shares of its
common stock to the management of Bloggerwave.  As a result of the
Merger Agreement, the Company changed its name to Bloggerwave Inc. by way of
Certificate of Amendment to its Articles of Incorporation filed with the Nevada
Secretary of State on November 19, 2009.
  Bloggerwave
AsP was incorporated under the laws of Denmark on August 23,2007. The business
plan of the company is to help its corporate clients harness the power of the
Internet by leveraging the power and credibility ofblogs to promote products and
services.
  Given
that Bloggerwave AsP is considered to have acquired the Company by a reverse
merger through an Agreement and Plan of Merger, and its stockholders currently
have voting control of the Company, the accompanying financial statements and
related disclosures in the notes to financial statements present the financial
position as of September 30, 2009, and 2008, and the operations for the years
ended September 30,2009, and 2008, of Bloggerwave AsP under the name ofthe
Company. The reverse merger has been recorded as a recapitalization of the
Company, with the net assets ofthe Company and Bloggerwave AsP brought forward
at their historical bases. The costs associated with the reverse merger have
been expensed as incurred.
 The
accompanying financial statements of the Company were prepared from the accounts
of the Company under the accrual basis of accounting.
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statements of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
 
 Accounts
Receivable
 
 Trade
accounts receivable are recorded on services provided to customers, and
generally are due under the terms of net 30 days.  The trade
receivables are not collateralized and interest is not accrued on past due
accounts.  Periodically, management reviews the adequacy of its
provision for doubtful accounts based on historical bad debt expense results and
current economic conditions using factors based on the aging of its accounts
receivable.  Additionally, the Company may identify additional
allowance requirements based on indications that a specific customer may be
experiencing financial difficulties.  Actual bad debt results could
differ materially from these estimates.  As of September 30, 2009, and
2008, the balance of the allowance for doubtful account was $0 and $0,
respectively.  While
 management
uses the best information available upon which to base estimates, future
adjustments to the allowance may be necessary if economic conditions differ
substantially from the assumptions used for the purposes of
analysis.
 
 Property and
Equipment
 
 Property
and equipment is stated at cost.  Expenditures that materially
increase useful lives are capitalized, while ordinary maintenance and repairs
are expensed as incurred.  Depreciation is computed using the
straight-line method over the estimated useful lives of the assets as
follows:
 
 Computer and office
equipment                                                                                     3
years
   
 Table of Contents
 30
 Impairment
of Long-lived Assets
 
 Capital
assets are reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment of
Disposal of Long-lived Assets,” which was adopted effective January 1,
2002.  Under SFAS No. 144, these assets are tested for recoverability
whenever events or changes in circumstances indicate that their carrying amounts
may not be recoverable.  An impairment charge is recognized for the
amount, if any, which the carrying value of the asset exceeds the fair
value.  For the three and nine months ended June 30, 2009, and 2008,
no events or circumstances occurred for which an evaluation of the
recoverability of long-lived assets was required.
 
 Lease
Obligations
 
 All
noncancellable leases with an initial term greater than one year are categorized
as either capital or operating leases.  Assets recorded under capital
leases are amortized according to the methods employed for property and
equipment or over the term of the related lease if shorter.
 
 Fair
Value of Financial Instruments
 
 The
Company estimates the fair value of financial instruments using the available
market information and valuation methods.  Considerable judgment is
required in estimating fair value.  Accordingly, the estimates of fair
value may not be indicative of the amounts the Company could realize in a
current market exchange.  As of September 30, 2009, and 2008, the
carrying value of the Company’s financial instruments approximated fair value
due to the short-term nature and maturity of these instruments.
 
 Foreign
Currency Translation
 
 The
Company accounts for foreign currency translation pursuant to SFAS No. 52,
“Foreign Currency
Translation” (“SFAS No. 52”).  The Company’s functional
currency is the Danish Krone (DKK).  Under SFAS No. 52, all assets and
liabilities are translated into United States dollars using the current exchange
rate at the end of each fiscal period.  Revenues and expenses are
translated using the average exchange rates prevailing throughout the respective
periods.  Translation adjustments are included in other comprehensive
income (loss) for the period.  Certain transactions of the Company are
denominated in United States dollars or other currencies.  Translation
gains or losses related to such transactions are recognized for each reporting
period in the related statement of operations and comprehensive income
(loss).
  Deferred
Revenues
 
 Prepayments
from customers for merchandise that has not yet been shipped are recognized as
deferred revenues in the accompanying financial statements.
   
 Table of Contents
 31
 Revenue
Recognition
 
 The
Company recognizes revenues when completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.  The Company is required to collect a 25 percent
value-added-tax (“VAT”) on each sale.  Gross revenues do not include
this VAT, which is remitted to the government semiannually.
 
 Loss
per Common Share
 
 Basic loss per share is computed by
dividing the net loss attributable to the common stockholders by the weighted
average number of shares of common stock outstanding during the
periods.  Diluted loss per share is computed similar to basic loss per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive.  There were no dilutive financial instruments issued or
outstanding for the year ended September 30, 2009, and 2008.
 
 Comprehensive
Income (Loss)
 
 The
Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130,
“Reporting Comprehensive
Income.”  Comprehensive income or loss includes net income or loss
and all changes in equity during a period that arises from non-owner sources,
such as foreign currency items and unrealized gains and losses on certain
investments in equity securities.  For the years ended September 30,
2009, and 2008, the only components of comprehensive income (loss) were the
net income (loss) for the periods, and the foreign currency translation
adjustments.
 
 Income
Taxes
 
 The
Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and
liabilities are determined based on temporary differences between the bases of
certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.
 
 The
Company maintains a valuation allowance with respect to deferred tax
assets.  The Company establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration the Company’s financial position and results of operations for the
current period.  Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.
 
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax
asset.  Any change in the valuation allowance will be included in
income in the year of the change in estimate.
   
 Table of Contents
 32
 Subsequent
Events
 
 The
management of the Company performs a review and evaluation of subsequent events
following the end of each quarterly and annual financial period.  For
the year ended September 30, 2009, the review and evaluation of subsequent
events for proper accrual and disclosure was completed through December 21,
2009, which was the date the financial statements were available to be
issued.
 
 Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America.  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 as of September 30, 2009, and 2008,
and revenues and expenses for the years ended September 30, 2009, and
2008.  Actual results could differ from those estimates made by
management.
 
 (2)           Business
Activities and Going Concern
 
 The
Company is currently devoting substantially all of its efforts towards
conducting marketing of its products.  The business plan of the
Company is to help its corporate clients harness the power of the Internet by
leveraging the power and credibility of blogs to promote products and
services.
  The
Company has experienced a net loss through September 30, 2009, amounting to
$156,005.  Since its organization and incorporation, the Company has
initiated its activities in developing an innovative straightforward business
model that helps companies spread Internet buzz about their products, brands,
and services.  Marketers realize that blogs are gathering large,
loyal, and youthful followings.  Bloggerwave is the key for companies
wishing to access this market.  While management of the Company
believes that the Company will be successful in its operating activities, there
can be no assurance that it will be successful in the development of its sales
such that it will generate sufficient revenues to sustain its
operations.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America which
contemplate the continuation of the Company as a going concern.  As of
September 30, 2009, the Company had a working capital deficiency of
$150,396.  The Company has not established sufficient revenues to
cover its operating costs, and as such, has incurred an operating loss since
inception.  Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations in the future
and/or to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  These and other factors raise substantial doubt about the
Company’s ability to continue as a going concern.  The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.  The management of the
Company plans to continue to provide for its capital needs by the issuance of
common stock and related party advances.
    Table of Contents
 33
 (3)           Loan
from Director and Officer
 
 As of
September 30, 2009, and September 30, 2008, loans from an individual who is a
Director and officer of the Company amounted to $38,847, and $6,055,
respectively.  The loans were provided for working capital purposes,
and are unsecured, non-interest bearing, and have no terms for
repayment.
 
 As of
September 30, 2009, a loan from an individual who is a former Director and
officer of the Company amounted to $12,000.  The loan was provided for
working capital purposes, and bears an interest
rate of 6 percent.
 
 (4)           Common
Stock
 
 The
Company is authorized to issue 75,000,000 shares of its common stock with a par
value of $0.001 per share.  No other classes of stock are
authorized.  As of June 30, 2009, the Company had not granted any
stock options or recorded any stock-based compensation.
 
 In June
2008, the Company issued 2,500,000 shares of its common stock to its former
Director, President, and CEO at par value.  The transaction was valued
at $2,500.
 
 In June
2008, the Company issued 2,500,000 shares of its common stock to its former
Director, Secretary, Chief Financial Officer, Treasurer, and Principal
Accounting Officer at par value.  The transaction was valued at
$2,500.
 
 On
July 22, 2008, the Company also commenced a capital formation activity to file a
Registration Statement on Form S-1 with the SEC to register a minimum of
4,000,000 shares, and a maximum of 50,000,000 shares of common stock, par value
$0.001 per share, and raise up to $400,000 in proceeds from the sale of common
stock at $0.008 per share in the public markets.  On October 14, 2008,
the Company filed a Registration Statement on Form S-1 with the SEC to register
50,000,000 shares of its common stock.  The Registration Statement was
declared effective by the SEC on October 28, 2008.  After the
effective date of the Registration Statement, the Company commenced the sale of
the registered shares.  On March 27, 2009, the Company closed the
offering by selling 4,100,000 shares of its common stock for proceeds of
$32,800.
 
 On
September 9, 2009, the Company entered into a Merger Agreement with Bloggerwave
ApS. In
accordance with the terms and provisions of the Merger Agreement, the Company:
(i) issued an aggregate of 5,000,000 shares of its common stock to the
shareholders of Bloggerwave AsP (the “Bloggerwave
Shareholders”) on the basis of 50,000 restricted shares of the Company
for each one share held of record by the Bloggerwave Shareholders; and (ii)
issued 3,000,000 shares of its common stock to the management of Bloggerwave
Asp.
 
 Bloggerwave
AsP was incorporated under the laws of Denmark on August 23, 2007. The business
plan of the company is to help itscorporate clients harness
the power of the Internet by leveraging the power and credibility of blogs to
promote products and services.
  Given
that Bloggerwave AsP is considered to have acquired the Company by a reverse
merger through an Agreement and Plan of Merger, and its stockholders currently
have voting control of the Company, the accompanying financial statements and
related disclosures in the notes to financial statements present the financial
position as of September 30, 2009, and 2008, and the operations for the years
ended September 30,2009, and 2008, of Bloggerwave AsP under the name ofthe
Company. The reverse merger has been recorded as a recapitalization ofthe
Company, with the net assets ofthe Company and Bloggerwave AsP brought forward
at their historical bases. The costs associated with the reverse merger have
been expensed as incurred.
 Table of Contents
 34
 (5)           Income
Taxes
 
 The
provision (benefit) for income taxes for the years ended September 30, 2009, and
2008, were as follows (assuming a 15 percent effective tax
rate):
 Years
      Ended
                    September 302009
                  
                  
                  2008Current
      Tax Provision:Federal-Taxable
      income
                  
                  $
                  
                  
                  
                  $Total
      current tax provision
                  
                  $
                  
                  
                  
                  $Deferred
      Tax ProvisionFederal-Loss
      carryforwards
                  
                  $
                  15,634
                  
                  
                  $
                  1.623Change
      in valuation allowance
                  
                  
                  (15,634)
                  
                  
                  
                  (1.623)Total
      deferred tax provision
 The
Company had deferred income tax assets as of September 30, 2009, and 2008, as
follows:
 As
      of
                
                
                As
      ofSeptember
      30,
                
                
                September
      30,2009
                
                
                2008Loss
      carryforwards
                
                $
                23,401
                
                
                $
                2,153Less
      - Valuation allowance
                
                
                (23,401)
                
                
                
                (2,153)Total
      net deferred tax assets
                
                $
                
                
                
                $
 
 The
Company provided a valuation allowance equal to the deferred income tax assets
for the year ended September 30, 2009, and 2008, because it is not presently
known whether future taxable income will be sufficient to utilize the loss
carryforwards.
 
 As of
September 30, 2009, and 2008, the Company had approximately $156,005 and
$14,354, respectively, in tax loss carryforwards that can be utilized in future
periods to reduce taxable income, and begin to expire in the year
2027.
    Table of Contents
 35
 
 (6)           Related
Party Transactions
 
 As
described in Note 3, as of June 30, 2009, and September 30, 2008, the
Company owed $38,847 and $6,055, respectively, to an individual who is a
Director and officer of the Company.
 
 As
described in Note 4, the Company issued 2,500,000 shares of its common stock to
its former Director, President, and Chief Executive Officer at par
value.  The transaction was valued at $2,500.
 
 As
described in Note 4, the Company issued 2,500,000 shares of its common stock to
its former Director, Secretary, Chief Financial Officer, Treasurer, and
Principal Accounting Officer at par value.  The transaction was valued
at $2,500.
 
 As
described in Note 3, On September 30, 2009, a loan from an individual who is a
former Director and officer of the Company amounted to $12,000.  The
loan was provided for working capital purposes and bear interest rate of 6
percent.
 
 (7)
              Commitments
 
 In May
2008, the Company entered into a written agreement with an unrelated third party
to lease office space for operations in Northbrook, Illinois.  The
monthly lease amount is $200, and the term of the lease arrangement is 12
months.  The Company will also be charged for miscellaneous office
expenses such as copying, printing, telephone, and facsimile
charges.
 
 On April
16, 2009, the Company entered into an Authorized Reseller Agreement
(“Agreement”) with an unrelated third party.  The Agreement grants the
Salomatkin & Partners the nonexclusive right to resell products supplied by
the Company in the Moscow Region in Russia for one year.
 
 (8)           Recent
Accounting Pronouncements
 
 On
December 4, 2007, the FASB issued FASB Statement No. 160, (FASB ASC 160
810) “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51” (“SFAS No. 160”).  SFAS No. 160 establishes new accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary.  Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent’s
equity.  The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement.  SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial
interest.  In addition, this statement requires that a parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated.  Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation
date.  SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling
interest.
 
 SFAS No.
160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  Earlier adoption is
prohibited.  The management of the Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
   
 Table of Contents
 36
 In
March 2008, the FASB issued FASB Statement No. 161, (FASB ASC 161 815) “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b)
derivative instruments and related hedged items are accounted for under FASB No.
133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.  Specifically, SFAS No. 161
requires:
 
 -
              disclosure
      of the objectives for using derivative instruments be disclosed in terms
      of underlying risk and accounting
designation;
 -
              disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;
 -
              disclosure
      of information about credit-risk-related contingent features;
      and
 -
              cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.
 
 SFAS No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 On May 9,
2008, the FASB issued FASB Statement No. 162, (FASB ASC 162 105) “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
 
 Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The
Meaning of Present Fairly in Conformity with Generally Accept Accounting
Principles.”  SAS No. 69 has been criticized because it is
directed to the auditor rather than the entity.  SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity (not the auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.
 
 The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
 
 a)
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB
 
 b)
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position
  
 Table of Contents
 37
 c)
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics)
 
 d)
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry
 
 SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature.  It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163 (FASB ASC 163 944), “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS
No. 163”).  SFAS No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises including the recognition
and measurement of premium revenue and claim liabilities.  It also
requires expanded disclosures about financial guarantee insurance
contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”).  SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation.  It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
 
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
    Table of Contents
 38
 On May
22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 164 958) “Not-for-Profit Entities: Mergers and
Acquisitions” (“SFAS No. 164”).  Statement 164 is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities.  To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:
 
 a.
              Determines
      whether a combination is a merger for an
  acquisition.
 b.
              Applies
      the carryover method in accounting for a
merger.
 c.
              Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities the acquirer
    is.
 d.
              Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.
 
 This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill
and Other Intangible Assets, to make it fully applicable to
not-for-profit entities.
 
 Statement
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009.  Early application is prohibited.  The management of
the Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
 
 On May
28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 165 855) “Subsequent Events” (“SFAS No.
165”).  Statement 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued.  Specifically, Statement 165 provides:
 
 1.
              The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial
  statements.
 2.
              The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.
 3.
              The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.
 
 In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have material impact on its financial statements.
 
 In June
2009, the FASB issued FASB Statement No. 166 (FASB ASC 166 860), “Accounting for Transfers of
Financial Assets – an amendment of FASB Statement No. 140” (“SFAS No.
166”).  SFAS No. 166 is a revision to FASB Statement No. 140
“Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities” and will
require more information about transfers of financial assets, including
securitization transactions, and where companies have continuing exposure to the
risks related to transferred financial assets.  It eliminates the
concept of a “qualifying special-purpose entity,” changes the requirements for
derecognizing financial assets, and requires additional
disclosures.
  
 Table of Contents
 39
 This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement No. 167 (FASB ASC 167 810),"Amendments to FASB Interpretation
No. 46(R)" (“SFAS No. 167”).  SFAS No. 167 amends certain
requirements of FASB Interpretation No.  46(R), “Consolidation of Variable Interest
Entities” and changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated.  The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance.
  This
statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 In June
2009, the FASB issued FASB Statement No. 168 (FASB ASC 168 105), "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").  SFAS
No. 168 establishes the FASB Accounting Standards Codification (the
"Codification") to become the single official source of authoritative,
nongovernmental U.S. generally accepted accounting principles
(“GAAP”).  The Codification did not change GAAP but reorganizes the
literature.
 
 SFAS
No.168 is effective for interim and annual periods ending after September 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 
 (9)   Subsequent
Events
 
 On
November 19, 2009, the Company changed its name to Bloggerwave Inc. by way of
Certificate of Amendment to its Articles of Incorporation filed with the Nevada
Secretary of State.
   Table of Contents
 40
 ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 .
 
 Item9A.Controls and
Procedures
 
 Disclosure
Controls and Procedures
 
 The
Company maintains disclosure controls and procedures, as defined under
Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to
ensure that information required to be disclosed in the Company’s reports under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and that such information is
accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow for
timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
 
 The
Company carried out an assessment, under the supervision and with the
participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, to evaluate the effectiveness of
the design and operation of the Company’s disclosure controls and procedures, as
of September 30, 2009.
 
 Management’s
Annual Report on Internal Control Over Financial Reporting
 
 Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of
America.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of the Company’s 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 ("COSO").
 
 A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of September 30, 2009, the Company determined that there were control
deficiencies that constituted material weaknesses, as described
below:
 
 1.
              We do not have an Audit
      Committee or a financial expert on our Board of Directors– While
      not being legally obligated to have an audit committee, it is the
      management’s view that such a committee, including a financial expert
      member, is an utmost important entity level control over the Company’s
      financial statement. Currently the Board of Directors acts in the capacity
      of the Audit Committee, consisting of three members, including two
      independent members.  All members of the Board of Directors lack
      sufficient financial expertise for overseeing financial reporting
      responsibilities.2.
              We did not maintain
      appropriate cash controls– As of September 30, 2009, the Company
      has not maintained sufficient internal controls over financial reporting
      for the cash process, including failure to perform monthly bank
      reconciliations. Alternatively, the effects of poor cash controls were
      mitigated by the fact that the Company had limited transactions in their
      bank accounts during the year ended September 30, 2009, and that the
      Company’s quarterly and year-end financial statements and audit working
      papers and supporting documents were prepared and reviewed by an
      independent accountant prior to submission to our external auditors, which
      mitigated the risk of misappropriation of cash.
 
 Table of Contents
 41
 Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.
 
 As a
result of the material weaknesses described above, management has concluded that
the Company did not maintain effective internal control over financial reporting
as of September 30, 2009, based on criteria established in Internal
Control—Integrated Framework issued by COSO.
 
 Davis
Accounting Group P.C., an independent registered public accounting firm, was not
required to and has not issued a report concerning the effectiveness of our
internal control over financial reporting as of September 30, 2009.
 
 Continuing
Remediation Efforts to address deficiencies in Company’s Internal Control over
Financial Reporting
 
 Once the
Company is engaged in a business of merit and has sufficient personnel
available, then our Board of Directors, in particular and in connection with the
aforementioned deficiencies, will establish the following remediation
measures:
 1.
              Our
      Board of Directors will nominate an audit committee or a financial expert
      on our Board of Directors in fiscal 2010.2.
              We
      will appoint additional personnel to assist with the preparation of the
      Company’s monthly financial reporting, including preparation of the
      monthly bank reconciliations.
 
 Changes
In Internal Control and Financial Reporting
 
 There
were no changes in the Company’s internal control over financial reporting
during the fourth quarter of fiscal year 2009 that materially affected, or were
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
 
 Item9B. Other
Information
 
 None.
 Table of Contents
 42
 PART III
 
 Item 10. Directors and
Executive Officers and Corporate Governance
 
 The
following table presents information with respect to our officers, directors and
significant employees as of the date of this Report:
 
 Name
              
              PositionUlrik
      Svane Thomsen
              
              Director,
      Chief Executive Officer & President, Chief Financial Officer
      &  TreasurerJacob
      W. Lemmeke
              
              Secretary
      & Director
 
 Each
director serves until our next annual meeting of the stockholders or unless they
resign earlier. The Board of Directors elects officers and their terms of office
are at the discretion of the Board of Directors.
 
 Each of
our directors serves until his or her successor is elected and qualified. Each
of our officers is elected by the board of directors to a term of one (1) year
and serves until his or her successor is duly elected and qualified, or until he
or she is removed from office. At the present time, members of the board of
directors are not compensated for their services to the board.
 
 Biographical
Information Regarding Officers and Directors
 
 Ulrik Svane Thomsen.Mr.
Thomsen is the President, Treasurer and a director of the Company. Mr. Thomsen
has over eight years experience as a certified IT manager, working both in
Denmark and throughout most of Europe. He has broad experience in management
positions and has worked for high profile companies such as the Marriott
International, SAS and IT Consulting, where he worked three years as a project
installer throughout Europe. As of the date of this Current Report, Mr. Thomsen
is a director for Bloggerwave. He has used the past twenty-four months expanding
and branding Bloggerwave in Europe and has great competence is establishing new
ideas and concepts.
 
 Jacob W.
Lemmeke.Mr. Lemmeke is the Secretary and a director of
the Company. During the past five years, Mr. Lemmeke has been the Director of
Business Development and as a Sales Manager at Wiseport, where he specialized in
sales to mega chains all over Europe. As of the date of this Current Report, he
is the Director of Sales for Bloggerwave. He oversees Bloggerwave operations,
where he leads the interactive advertising sales and strategic development,
including partnerships with major operators, publishers and ad networks. Mr.
Lemmeke and his team are instrumental in launching interactive services to
engage a massive base of users and creating compelling marketing opportunities
for advertisers.
 
 Compliance With Section 16(a) Of the
Securities Exchange Act of 1934
 
 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors, and persons who beneficially own more than 10% of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based on our review of the copies of such
forms we received, we believe that during the fiscal year ended September 30,
2009, all such filing requirements applicable to our officers and directors were
complied with,
 
 Audit
Committee.
 
 The
Company intends to establish an audit committee of the board of directors, which
will consist of soon-to-be-nominated independent directors. The audit
committee’s duties would be to recommend to the Company’s board of directors the
engagement of an independent registered public accounting firm to audit the
Company’s financial statements and to review the Company’s accounting and
auditing principles. The audit committee would review the scope, timing and fees
for the annual audit and the results of audit examinations performed by the
internal auditors and independent registered public accounting firm, including
their recommendations to improve the system of accounting and internal controls.
The audit committee would at all times be composed exclusively of directors who
are, in the opinion of the Company’s board of directors, free from any
relationship which would interfere with the exercise of independent judgment as
a committee member and who possess an understanding of financial statements and
generally accepted accounting principles.
 
 Table of Contents
 43
 Compensation
Committee.
 
 The
Company intends to establish a compensation committee of the Board of Directors.
The compensation committee would review and approve the Company’s salary and
benefits policies, including compensation of executive officers.
 
 Code
of Ethics
 
 We
adopted a code of ethics as of May 31, 2009. This policy will serve as
guidelines in helping employee to conduct our business in accordance with our
values. Compliance requires meeting the spirit, as well as the literal meaning,
of the law, the policies and the Values. It is expected that employee will use
common sense, good judgment, high ethical standards and integrity in all their
business dealings.
 
 INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
 
 We are
not currently involved in any legal proceedings.
 
 During
the last five (5) years, none of our directors or officers has:
  1)
              had
      any bankruptcy petition filed by or against any business of which such
      person was a general partner or executive officer either at the time of
      the bankruptcy or within two years prior to that
  time;
  2)
              been
      convicted in a criminal proceeding or subject to a pending criminal
      proceeding;
  3)
              been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or
  4)
              been
      found by a court of competent jurisdiction in a civil action, the
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or
vacated.
  Section
16(a) Beneficial Ownership Reporting Compliance
  Section 16 of the Securities Exchange
Act of 1934 requires the Company’s directors and certain executive officers and
certain other beneficial owners of the Company’s common stock to periodically
file notices of changes in beneficial ownership of common stock with the
Securities and Exchange Commission.  To the best of the Company’s
knowledge, based solely on copies of such reports received by it, and the
written representations of its officers and directors, the Company believes that
for 2009 all required filings were timely filed by each of its current directors
and executive officers.
  Table of Contents
 44
 ITEM
11. EXECUTIVE COMPENSATION
 
 Summary
Compensation Table
  Compensation
of Officers
 
 Option
award compensation is the fair value for stock options vested during the period,
a notional amount estimated at the date of the grant using the Black-Scholes
option-pricing model. The actual value received by the executives may differ
materially and adversely from that estimated. A summary of cash and other
compensation paid in accordance with management consulting contracts for our
Principal Executive Officer and other executives for the most recent three years
is as follows:
 Name
      and Principal
                Position
              Year
              Salary
              Bonus
                Awards
              Stock
                Awards
              Other
      Incentive
                Compensation
              Non-Equity
                Plan
                Compensation
              Nonqualified
                Deferred
                Earnings
              All
                Other
                Compensation
              Total($)
              ($)
              ($)
              ($)
              ($)
              ($)
              ($)
              ($)(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)
              (j)Ulrik
      Svane Thomsen (1)
                Chief
      Executive Officer, President & Treasurer
              2009
                2008
                2007
              4,588
                44,402
                19,175
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0Jacob
      W. Lemmeke, (2)
                Director
      & Secretary
              2009
                2008
                2007
              0
                39,468
                19,175
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
 (1)           Mr.
Thomsen receives compensation of $0 monthly commencing in September
2009.
 (2)           Mr.
Lemmeke receives compensation of $0  monthly commencing in September
2009.
 
 Retirement,
Resignation or Termination Plans
 
 We
sponsor no plan, whether written or verbal, that would provide compensation or
benefits of any type to an executive upon retirement, or any plan that would
provide payment for retirement, resignation, or termination as a result of a
change in control of our company or as a result of a change in the
responsibilities of an executive following a change in control of our
company.
 
 Directors'
 Compensation
 
 The
persons who served as members of our board of directors, including executive
officers did not receive any compensation for services as director for
2009.
 
 GRANTS
OF PLAN BASED AWARDS
 Estimated Future Payouts Under
                Non-Equity
      Incentive Plan Awards
              
              Estimated
      Payouts Under
                Equity
      Incentive Plan AwardsName
              
              Grant
      Date
              
              Threshold
                ($)
              
              Target
                ($)
              
              Maximum
                ($)
              
              Threshold
                (#)
              
              Target
                (#)
              
              Maximum
                (#)
              
              All
      Other Stock Awards; Number of Shares of Stock or Units
                (#)
              
              All
      Other Option Awards; Number of Securities Underlying Options
                (#)
              
              Exercise
      or Base Price of Option Awards
                ($/Sh)
              
              Grant
      Date Fair Value of Stock and Option Awards-
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              --
              -
              -
              -
              -
              -
              -
 
 There
were no other stock based awards under the 2009 Stock Incentive
Plan.
 
 Table of Contents
 45
 Executive
Officer Outstanding Equity Awards at Fiscal Year-End
 
 The
following table provides certain information concerning any common share
purchase options, stock awards or equity incentive plan awards held by each of
our named executive officers that were outstanding as of September 30,
2009.
 
 Option Awards
              
              Stock AwardsName
              
              Number of
                Securities
                Underlying
                Unexercised
                Options(#)
                Exercisable
              
              Number of
                Securities
                Underlying
                Unexercised
                Options(#)
                Unexercisable
              
              Equity
                Incentive Plan
                Awards:
                Number of
                Securities
                Underlying
                Unexercised
                Unearned
                Options (#)
              
              Option
                Exercise
                Price ($)
              
              Option
                Expiration
                Date
              
              Number of
                Shares or
                Units of
                Stock That
                Have Not
                Vested (#)
              
              Market
                Value of
                Shares or
                Units of
                Stock That
                Have Not
                Vested
              
              Equity
                Incentive
                Plan
                Awards:
                Number
                of
                Unearned
                Shares,
                Units or
                Other
                Rights
                That Have
                Not
                Vested
              
              Equity
                Incentive Plan
                Awards:
                Market or
                Payout Value of
                Unearned
                Shares, Units or
                Other Rights
                That Have Not
                VestedUlrik  Thomsen
      (1)
                Chief
      Executive Officer, President & Treasurer
              
              
              —
              
              
              —
              
              
              —
              
              $
              —
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Jacob
      W. Lemmeke, (2)
                Director
      & Secretary
              
              
              —
              
              
              —
              
              
              —
              
              $
              —
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              ——
              
              
              —
              
              
              —
              
              $
              —
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
 OPTION
EXERCISES AND STOCK VESTED
  There
were no options exercised or stock vested during the year ended September 30,
2009.
 
 PENSION
BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION
 
 The
Company does not maintain any qualified retirement plans or non-nonqualified
deferred compensation plans for its employees or directors.
 
 Table of Contents
 46
 Item12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
 
 The
following table sets forth certain information regarding beneficial ownership of
our common stock as of September 30, 2009: (i) by each of our directors, (ii) by
each of the Named Executive Officers, (iii) by all of our executive officers and
directors as a group, and (iv) by each person or entity known by us to
beneficially own more than five percent (5%) of any class of our outstanding
shares. As of September 30, 2009 there were 48,494,666 shares of our common
stock outstanding:
  Name
      and Address of Beneficial Owner
              Amount
      and Nature of Beneficial Ownership
              Percentage
      of Beneficial Ownership (1)Directors
      and Officers:Ulrik
      Svane Thomsen
                Klovermarken
      42
                3060
      Espergaerde, Denmark
              500,000
              4.1%Jacob
      W. Lemmeke
                Sortevej
      3
                3070
      Snekkersten, Denmark
              500,000
              4.1%All
      executive officers and directors as a group (2 persons)
              1,000,000
              8.3%Beneficial
      Shareholders greater than 5%IQ
      Division Corp.(2)
                1802
      North Carson Street, Suite 108
                Carson
      City, NV   89701
              3,500.000
              28.9
      %Sapiens
      Alliance Ltd.(3)
                Akara
      Bldg., 24 De Castro Street
                Wickhams
      Cay I
                Road
      town, Tortola,
                British
      Virgin Islands
              1,500,000
              12.4%Svaneco
      Ltd.(4)
                Akara
      Bldg., 24 De Castro Street
                Wickhams
      Cay I
                Road
      town, Tortola,
                British
      Virgin Islands
              1,500,000
              12.4%
 
 (1)           Applicable
percentage of ownership is based on 12,100,000 shares of common stock
outstanding on September 30, 2009. Percentage ownership is determined based on
shares owned together with securities exercisable or convertible into shares of
common stock within 60 days of September 30, 2009, for each stockholder.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to
securities.  Shares of common stock subject to securities exercisable
or convertible into shares of common stock that are currently exercisable or
exercisable within 60 days of September 30, 2009, are deemed to be beneficially
owned by the person holding such securities for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding for
the purpose of computing the percentage ownership of any other
person.  Our common stock is our only issued and outstanding class of
securities eligible to vote.
 
 (2)           Rene
Lauritsen, a resident of Denmark, has dispositive and voting power over the
shares of IQDivision Corp., a Nevada company, of which he is the sole officer
and director.
 
 (3)           Rene
Lauitsen, a resident of Denmark, has dispositive and voting power over the
shares of Sapiens Alliance Ltd., a BVI company, of which he is the
director.
 
 (4)           Jesper
Svane, a resident of Denmark, 

has
dispositive and voting power over the shares of Svaneco Ltd., a BVI company, of
which he is the director.
 
 Changes
in Control
 
 We know
of no plans or arrangements that will result in a change of control at our
company.
 
 ITEM13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
 
 None.
 
 ITEM
14. PRINCIPAL ACCOUNTING
FEES AND SERVICES
  During
the years ended September 30, 2009, and 2008, we engaged
­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­Davis
Accounting Group P.C., as our independent auditors.  For the years ended
September 30, 2009, and 2008, we incurred fees as discussed below:
 
 Fiscal
      year ended
                September
      30, 2009
              
              
              Fiscal
      year ended
                September
      30, 2008Audit
      Fees
              
              $
              14,000
              
              
              $
              4,500Audit
      Related Fees
              
              
              -
              
              
              
              -Tax
      Fees
              
              
              1,000
              
              
              
              -All
      Other Fees
              
              
              -
              
              
              
              -Total
              
              $
              15,000
              
              
              $
              4,500
  Table of Contents
 47
  Item15. Exhibits
 
 EXHIBIT
NUMBER                                              DESCRIPTION                                               LOCATION
 3.1
              
              Articles
      of Incorporation of Elevated Concepts, Inc. filed with the Nevada
      Secretary of State on December 21, 2006. Incorporated by reference to the
      Company’s Registration Statement on Form S-1 filed with the SEC on October
      14, 2008.3.2
              
              Bylaws,
      of Elevated Concepts, Inc. filed with the Nevada Secretary of State
      on December 21, 2006. Incorporated by reference to the Company’s
      Registration Statement on Form S-1 filed with the SEC on October 14,
      2008.3.3
              
              Certificate
      of Amendment to the Articles of Incorporation of Bloggerwave Inc. filed
      with the Nevada Secretary of State on November 19, 2009. Incorporated by
      reference to the Company's current report on Form 8-K as field with the
      SEC on October 5, 2009.10.1
              
              Agreement
      & Plan of Merger by and between the Registrant and Bloggerwave Inc., a
      company incorporated under the laws of Denmark. Incorporated by reference
      to the Company's Form 8-K filed on September 14, 2009.14.1
              
              Code
      of Ethics, incorporated by reference to the Company's current report on
      Form 8-K as field with the SEC on October 5, 2009.31.1
              
              Certification
      of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a),
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002*31.2
              
              Certification
      of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a),
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*32.1
              
              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
              
              Certification
      of the Chief 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.
   Table of Contents
 48
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on the January 13, 2009.
  Bloggerwave,
      Inc.
                a
      Nevada CorporationBy:/s/
      Ulrik Svane ThomsenUlrik
      Svane Thomsen
                Chief
      Executive Officer and Treasurer
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of Bloggerwave, Inc. and in the capacities and on
the dates indicated.
 
 Signature
              
              Position
              
              Date/s/
      Ulrik Svane Thomsen
              
              Chief
      Executive Officer and Chairman of the Board
              
              January
      13, 2010Ulrik
      Svane Thomsen/s/
      Jacob Lemmeke
              
              Director
              
              January
      13, 2010Jacob
      W. Lemmeke
 
  Table of Contents
 49
 Exhibit
31.01
 
 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
 
 I, Ulrik
Svane Thomsen, certify that:
 
 1.           I
have reviewed this annual report on Form 10-K of Bloggerwave, Inc.;
 
 2.           Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
 
 3.           Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
 
 4.           I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small
business issuer and have:
 
 (a)         Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the small business issuer, including its consolidated
subsidiary, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
 
 (b)         Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, 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;
 
 (c)         Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
 
 (d)         Disclosed
in this report any change in the small business issuer’s internal control over
financial reporting that occurred during the small business issuer’s most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over financial
reporting; and
 
 5.           I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the small business issuer’s auditors and the audit
committee of the small business issuer’s board of directors (or persons
performing the equivalent functions):
 
 (a)         All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and
  (b)         Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer’s internal control over
financial reporting.
 
 
 
 Date:
      January 13, 2010
              /s/ Ulrik Svane
      Thomsen
 By: Ulrik Svane Thomsen
 Its:
Chief Executive Officer
 
 Table of Contents
 50
 Exhibit 31.02
 
 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
 
 I, Ulrik
Svane Thomsen, certify that:
 
 1.           I
have reviewed this annual report on Form 10-K of Bloggerwave, Inc.;
 
 2.           Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
 
 3.           Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
 
 4.           I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small
business issuer and have:
 
 (a)         Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the small business issuer, including its consolidated
subsidiary, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
 
 (b)         Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, 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;
 
 (c)         Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
 
 (d)         Disclosed
in this report any change in the small business issuer’s internal control over
financial reporting that occurred during the small business issuer’s most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over financial
reporting; and
 
 5.           I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the small business issuer’s auditors and the audit
committee of the small business issuer’s board of directors (or persons
performing the equivalent functions):
 
 (a)         All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and
  (b)         Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer’s internal control over
financial reporting.
 
 
 Date:
      January 13, 2010
              /s/ Ulrik Svane
      Thomsen
 By: Ulrik Svane Thomsen
 Its:  Chief Financial
Officer
 Table of Contents
 51
 Exhibit
32.01
 
 
 CERTIFICATION
PURSUANT TO
 18
U.S.C. SECTION 1350,
 AS
ADOPTED PURSUANT TO
 SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
 
 In
connection with the Annual Report of Bloggerwave, Inc. (the "Company") on
Form 10-K for the year ending September 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ulrik
Svane Thomsen, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
belief:
 
 (1)        The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
 
 (2)        The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.
 
 
 /s/ Ulrik Svane
Thomsen
 By: Ulrik
Svane Thomsen
 Chief
Executive Officer
 
 Dated:
January 13, 2010
 
 A signed
original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears
in typed form within the electronic version of this written statement has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
 Table of Contents
 52
 Exhibit
32.02
 
 
 CERTIFICATION
PURSUANT TO
 18
U.S.C. SECTION 1350,
 AS
ADOPTED PURSUANT TO
 SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
 
 In
connection with the Annual Report of Bloggerwave, Inc. (the "Company") on
Form 10-K for the year ending September 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ulrik
Svane Thomsen, I, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
belief:
 
 (1)        The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
 
 (2)        The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.
  
 /s/  Ulrik Svane
Thomsen
 By: Ulrik
Svane Thomsen
 Chief
Financial Officer
 
 Dated:
January 13, 2010
 
 A signed
original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears
in typed form within the electronic version of this written statement has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
 Table of Contents
 53