UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(AMENDMENT
NO. 2)


(Mark
One)





xANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the Fiscal Year Ended September 30,
2009





 ̈TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
the transition period from ________  to ______











(Exact
name of registrant as specified in its charter)




Nevada
              000-53631
              26-3126279(State
      or other jurisdiction
              (Commission
      File Number)
              (IRS
      Employerof
      Incorporation)
              
              Identification
      Number)800
      West El Camino Real Suite 180
                Mountain
      View, CA 94040(Address
      of principal executive offices)(650)
      943-2490(Registrant’s
      Telephone Number)





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


Yes ̈Nox





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


Yes ̈Nox





Indicate by 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. YesxNo ̈





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. x





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
             ̈
            
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company
            x





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ̈ Nox





The
number of shares of common stock outstanding as of January 21, 2011
was 135,625,000.





Documents
incorporated by reference: None





BLOGGERWAVE,
INC.





Table of
Contents





PagePART
      IItem
      1
                                                        Business
                                                        4Item
      1A
                                                        Risk Factors
                                                        18Item
      1B
                                                        Unresolved Staff Comments
                                                        18Item
      2
                                                        Properties
                                                        18Item
      3
                                                        Legal Proceedings
                                                        19Item
      4
                                                        Submission of Matters to a Vote of Security
      Holders
                                                        19PART
      IIItem
      5
                                                        Market for Company's Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
                                                        19Item
      6
                                                        Selected Financial Data
                                                        20Item
      7
                                                        Management's Discussion and Analysis or Plan of
      Operation
                                                        21Item
      7A
                                                        Quantitative and Qualitative Disclosures about
      Market Risk
                                                        F-1Item
      8
                                                        Financial Statements and Supplementary
      Data
                                                        F-1Item
      9
                                                        Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
                                                        28Item
      9A(T)
                                                        Controls and Procedures
                                                        28Item
      9B
                                                        Other Information
                                                        30PART
      IIIItem
      10
                                                        Directors and Executive Officers and Corporate
      Governance
                                                        30Item
      11
                                                        Executive Compensation
                                                        32Item
      12
                                                        Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters
                                                        34Item
      13
                                                        Certain Relationships and Related
      Transactions
                                                        36Item
      14
                                                        Principal Accountant Fees and
      Services
                                                        36PART
      IVItem
      15
                                                        Exhibits
                                                        36


2


NOTE
REGARDING FORWARD LOOKING STATEMENTS


CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS


OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995




This
Annual Report contains historical information as well as forward-looking
statements. Statements looking forward in time are included in this Annual
Report pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks
and uncertainties that may cause our actual results in future periods to be
materially different from any future performance suggested herein. We wish to
caution readers that in addition to the important factors described elsewhere in
this Form 10-K, the following forward looking statements, among others,
sometimes have affected, and in the future could affect, our actual results and
could cause our actual consolidated results during 2010 and beyond, to differ
materially from those expressed in any forward-looking statements made by or on
our behalf.





Use
of Term




Except as
otherwise indicated by the context, references in this report to the “Company,”
“BLGW,” “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.


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. 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, the Company
would survive the merger as the operating company. In accordance with the terms
and provisions of the Merger Agreement, in exchange for all of the issued and
outstanding shares of Bloggerwave APS, 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 Shareholder; 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,
we changed our 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, which Amendment also increased our authorized shares from
75,000,000 to 200,000,000. Following the closing of the Merger Agreement,
Bloggerwave Aps., a Danish corporation, is now a wholly operating owned
subsidiary of the Company.





With
respect to the filing of the Certificate of Amendment, we failed to comply with
Section 14 of the Securities Exchange Act of 1934. Prior to amending our
Articles of Incorporation, we were required to notify our stockholders and file
an information statement on Schedule 14C with the SEC consistent with Regulation
14C. Although our Board of Directors and the majority of our shareholders
approved the Merger Agreement and amendment to our Articles of Incorporation,
such actions should not have been effectuated without the filing of an
information statement on Schedule 14C.





Further,
as a result of the Merger Agreement, our then-existing directors resigned and
concurrently appointed Mr. Ulrik Svane Thomsen (“Mr. Thomsen”) and Mr. Jacob
Lemmeke (“Mr. Lemmeke”) as members of the Company's Board of Directors. Pursuant
to Rule 14f-1, since Messrs. Thomsen and Lemmeke concurrently acquired shares of
the Company's common stock, we were required to notify our stockholders and file
an information statement on Schedule 14Fwith the SEC. The Company effected the
change in its Board of Directors without complying with Rule 14f-1.





Overview





Bloggerwave
helps its corporate clients harness the power of the Internet by leveraging the
power and credibility of blogs to promote products and
services.


4


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.





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. We already have
over 27,000 registered bloggers, and have served many big-name corporate
clients. Bloggerwave intends to maintain its 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). Messrs. 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.


5


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 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 these
markets.








6


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











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.


7








Bloggerwave
for Bloggers:





More and
more people have their own blog. Based on information available at www.alexa.com, there
are 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.


8


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.





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.


9








3.The competition is doing
it





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 (see http://www.slideshare.net/AlHaqqNetwork/forrester-us-interactive-marketing-forecast-2009-2014)
.. 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.


10


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.








11


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.





Top
5 US SEO Companies:





Best
Search Engine Optimization Companies- November 2009








Source:
www.invisiblepr.com


12


Top
5 SEO UK Companies:





Best
Search Engine Optimization Companies- November 2009











Source:
www.invisiblepr.com





Competitive
Analysis





Bloggerwave, although only
three years old, has quickly established itself as a fierce competitor in this
new evolving market, having reached the milestone of acquiring 50,000 bloggers
in its international networks (refer to
http://finance.yahoo.com/news/Bloggerwave-Hits-Milestone-of-iw-1700578356.html?x=0&.v=1),
launching several advertising campaigns for clients around the globe (refer to
http://finance.yahoo.com/news/Bloggerwave-Launches-First-iw-1069516802.html?x=0&.v=1),
and acquiring some of the most recognizable brand names in consumer culture,
such as Coca-Cola, Sony, and McDonalds (refer to
http://www.bloggerwaveinc.com/pages/1095/clients). Furthermore, Bloggerwave
believes that its rapid success and growth within the international market has
made it a leader among 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.ReviewMewww.reviewme.com


13


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





As we are a U.S.-based
Company and since our operations are based in Europe, we believe we are poised
for growth, based on out international presence 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 www.bloggerwave.de,www.bloggerwave.se,www.bloggerwave.seand
www.bloggerwave.com.





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.





Marketing
Strategy





Mission: To attract and
maintain more advertisers


14


Marketing
objectives:





·Revenue
growth


·Increase
advertisers by 40% each year


·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





We
believe that Bloggerwave has already positioned itself as the premier corporate
blogging company in Europe due to the Company’s growth and rapid expansion. The
company’s intent is to maintain and bolster this status, as well as build its
reputation in US 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”


15


·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.





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.


16


*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




Our
operations are subject to various federal, state and local regulations which
cover many issues, such as user privacy, freedom of expression, pricing, content
and quality of products and services, taxation, advertising, intellectual
property rights and information security. One such federal law is Section 5 of
the Federal Trade Commission Act (15 U.S.C. 45), which prohibits corporations
from engaging in unfair methods of competition or deceptive acts or practices in
or affecting commerce. The growth of electronic commerce may prompt calls for
even more stringent consumer protection laws.





In
addition, the Federal and Trade Commission (“FTC”) adopted, effective as of
December 1, 2009, revised Guides Concerning the Use of Endorsements and
Testimonials in Advertising (the “Guides”), which address endorsements by
consumers, experts, organizations and celebrities, and disclose the important
connections between advertisers and endorsers.  Among other things, the
revised Guides no longer make available the safe harbor that allowed advertisers
to have a consumer who describes an atypical experience with a product or
service in a testimonial as long as there is a disclaimer that such results are
not typical.  Instead, such advertisement must clearly disclose the results
that consumers can generally expect.  Further, the revised Guides provide
more examples of when ‘material connections’, such as in the form of payment or
free products, between advertisers and endorsers must be disclosed.  Some
such examples illustrate that when a blogger or other ‘word of mouth’ advertiser
receives cash or payment in-kind to review a product, then it is considered an
endorsement and the blogger must disclose the material connections between it
and the seller of the products and services.  With respect to celebrities,
the revised Guides make it clear that celebrities also have a duty to disclose
their relationships with advertisers when making endorsements other than through
traditional ads, such as on talk shows or in social media.  The revised
Guides also expressly state that endorsers as well as advertisers are subject to
liability under the Federal Trade Commission Act for unsubstantiated or
misleading representations.





Because our business involves
pre-approved bloggers being paid for their review of our clients’ products and
services, they are thus considered as making endorsements under the
Guides.  Therefore, the blogger must disclose the material connections
between it and the seller of the products and services.  Further, the
bloggers, as endorsers, along with the advertisers, are subject to liability
under the FTC Act for unsubstantiated or misleading representations made in the
course of the blogger’s endorsement under the Guides.





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.


17


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,
however, the below risk factor is applicable to the Registrant.





We
may be subject to discipline based on our failure to file an information
statement as required by Section 14 of the Securities Exchange Act of 1934 with
the SEC regarding the filing of an amendment to our Articles of
Incorporation and the election of members to our Board of
Directors.




Pursuant
to Section 14 of the Securities Exchange Act of 1934, we are required to furnish
a publicly-filed information statement to every stockholder in connection with
any proposed corporate action requiring a stockholder vote. Further, Section 14
requires us to provide an information statement regarding a majority change to
our Board of Directors if the incoming directors are acquiring shares of our
common stock.




We were
required to notify our stockholders and file an information statement prior to
amending our Articles of Incorporation. Although this action was approved by the
holders of the majority of our outstanding shares of common stock, such action
should not have been effectuated without the filing of the information
statement.





Furthermore,
we were required to notify our stockholders and file an information statement
before approving additional members to our Board of Directors since the majority
change in our Board of Directors involved the incoming directors acquiring
shares of our common stock. A change in the majority of directors does not
require stockholder approval; however, the information statement would have
provided notice to the stockholders of the action taken by the Company as
required by Section 14.





Because
we failed to file information statements regarding the foregoing corporate
actions, we may be subject to discipline by the SEC as a result of our failure
to comply with Section 14 of the Securities Exchange Act of 1934.





ITEM 1B. Unresolved Staff
Comments





None.





ITEM
2. PROPERTIES





We do not
own any real estate. Our principal executive office is located at 800 West El
Camino Real, Suite 180, Mountain View, CA 94040. Our telephone number is (650)
943-2490. We also maintain a European office at Gammel Strandvej 22C, 2009 Niva,
Denmark. 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.


18


ITEM
3. LEGAL PROCEEDINGS




We know
of no material, existing or pending legal proceedings against our company, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which our director, officer or any affiliates, or
any registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.





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





ITEM
5. 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





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.


19


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.





ITEM
6. 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.


20


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.


21


RESULTS
OF OPERATION




For
the Fiscal Years Ended September 30, 2009 and September 30, 2008





Sales Revenue and Gross
Profit





September 30,
                    2009
                    $
                  
                  
                  September 30,
                    2008
                    $Sales
      Revenue
                  
                  
                  102,745
                  
                  
                  
                  187,871Cost
      of Goods Sold
                  
                  
                  21,292
                  
                  
                  
                  38,629Gross
      Profit
                  
                  
                  81,453
                  
                  
                  
                  149,242Gross
      Profit Margin
                  
                  
                  79.3
                  %
                  
                  
                  79.4
                  %





During
the year ended September 30, 2009, we generated sales revenue of $102,745 as
compared to $187,871 during the year ended September 30, 2008. The decrease in
sales revenue is attributed to the fact that  we focused and spent a
lot of time in 2009 on developing our internet site and tools. In 2009, we
signed an Authorized Reseller Agreement (the “Agreement”) with Salomatkin and
Partners, a company incorporated in Russia, for the non-exclusive right to
resell our products in the Moscow region, which generated revenues for
us.




The
overall gross profit margin between fiscal 2009 and 2008 were
consistent.





Operating Expenses and Net
Comprehensive Loss





During
the year ended September 30, 2009, we incurred general and administrative
expenses of $226,996 as compared to $183,923 during the year ended September 30,
2008. Overall, the Company’s overhead costs, comprised mainly of salary expense,
rent expense, office supplies, utilities, and professional fees relating to
accounting, audit, and legal services related to SEC filings, increased due to
the fact that the Company incurred consulting and professional fees relating to
the due diligence and finalization of the documents relating to the merger
transaction.





The net
loss for the year ended September 30, 2009 was $151,619 as compared to $36,003
for the year ended September 30, 2008. The overall increase in net loss was due
to the costs incurred with respect to the due diligence and finalization of the
merger transaction on September 9, 2009.




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.


22


For
Fiscal Years Ended December 31, 2009 and 2008





Assets, Liabilities, and
Working Capital





As at
September 30, 2009, the Company had total assets of $5,469 as compared to total
assets of $2,974 as at September 30, 2008. The increase in total assets was
attributed to increase in trade receivables of $3,781, offset by a decrease in
cash of $858.





As of
September 30, 2009, the Company had total liabilities of $154,177 as compared to
total liabilities of $12,328 as at December 31, 2008. The increase in total
liabilities was attributed to bank indebtedness of $9,189, an increase in
financing from related parties of $32,792 and from loans payable of $12,000 that
were used to support the ongoing working capital of the Company, and an increase
in accounts payable and accrued liabilities of $86,538 for professional and
consulting fees incurred that were unpaid due to the lack of sufficient cash and
financing activities to settle the obligations.





As at
September 30, 2009, the Company had a working capital deficit of $150,396 as
compared to $11,470 as at September 30, 2008. The increase in working capital
deficit is attributed to the fact that the Company obtained financing from
related parties and used the proceeds to pay down outstanding obligations and
incur general expenditures.




Cashflows from Operating
Activities




During
the year ended September 30, 2009, the Company incurred $80,815 of cash for
operating activities as compared to $34,172 during the year ended September 30,
2008. The increase in the use of cash for operating activities was attributed to
the fact that proceeds received from financing activities were used to repay
outstanding obligations of the Company.





Cashflows from Investing
Activities





During
the year ended September 30, 2009, the Company incurred $926 for investing
activities compared to $1,905 during the year ended September 30, 2008 relating
to the purchase of computer and office equipment.





Cashflows from Financing
Activities





During
the year ended September 30, 2009, the Company received $86,781 of cash from
financing activities compared to $10,362 during the year ended September 30,
2008. The increase in cash proceeds from financing activities was attributed to
an increase of $39,430 of proceeds from debt financing and $32,500 from common
shares.





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:


23




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.





Also, as
of September 30, 2009, we had a loan from an individual who is a former Director
and Officer of the Company which amounted to $12,000. The loan was provided for
working capital purposes and bears an interest rate of six percent.





PURCHASE
OF SIGNIFICANT EQUIPMENT





We do not
intend to purchase any significant equipment during the next twelve
months.





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, 2008 and September
30, 2007 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.





RECENT
ACCOUNTING PRONOUNCEMENTS




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.


24





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




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.


25




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.


26




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 adoption of
this accounting pronouncement did not have a material impact on the Company’s
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.


27




SFAS
No.168 is effective for interim and annual periods ending after September 15,
2009. The adoption of this accounting pronouncement did not have a material
impact on the Company’s financial statements.





ITEM
7A. 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.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


INDEX
TO FINANCIAL STATEMENTS - RESTATED


SEPTEMBER
30, 2009, AND 2008





Report
      of Registered Independent Auditors
              F-2Restated
      Financial Statements-Balance
      Sheets as of September 30, 2009 and 2008
              F-3Statements
      of Operations and Comprehensive (Loss) for the Years Ended September 30,
      2009, and 2008
              F-4Statements
      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


F-1


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 and comprehensive (loss),
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 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.





As
discussed in Note 3 to the financial statements, an error in the determination
of the issuance of 5,000,000 shares of common stock in connection with an
Agreement and Plan of Merger between the Company and Bloggerwave ApS whereby the
Company acquired 100 percent of the issued and outstanding shares of Bloggerwave
ApS through a reverse merger was determined by management of the Company. In
addition, the financial statements as of and for the year ended September 30,
2008, did not properly reflect the operations of Bloggerwave ApS as a result of
the reverse merger. Accordingly, the financial statements and related notes
thereto as of and for the periods ended September 30, 2009, and 2008, have been
restated to correct the error.





Respectfully
submitted,





/s/
Davis Accounting Group P.C.





Cedar
City, Utah,


December
21, 2009, except for Note 3, for


which the
date is November 5, 2010.


F-2


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


BALANCE
SHEETS - RESTATED (NOTES 2 AND 3)


AS
OF SEPTEMBER 30, 2009, AND 2008





As of September 30,2009
                      
                      
                      2008ASSETSCurrent
      Assets:Cash
      and cash equivalent
                      
                      $
                      -
                      
                      
                      $
                      858Accounts
      receivable - Trade
                      
                      
                      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 shares authorized;
      12,100,000 and 8,000,000 shares issued and outstanding in 2009 and 2008,
      respectively
                      
                      
                      12,100
                      
                      
                      
                      8,000Common
      stock issuable – 5,000,000 shares in 2009 and 2008,
      respectively
                      
                      
                      5,000
                      
                      
                      
                      5,000Additional
      paid-in capital
                      
                      
                      -
                      
                      
                      
                      38,549Discount
      on common stock
                      
                      
                      (9,133
                      )
                      
                      
                      -Accumulated
      other comprehensive income (loss)
                      
                      
                      (670
                      )
                      
                      
                      5,228Accumulated
      (deficit)
                      
                      
                      (156,005
                      )
                      
                      
                      (66,131
                      )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.


F-3


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE (LOSS) -


RESTATED
(NOTES 2 AND 3


FOR
THE YEARS ENDED SEPTEMBER  30, 2009, AND 2008





Year EndedSeptember 30,2009
                  
                  
                  2008Net
      Sales
                  
                  $
                  102,745
                  
                  
                  $
                  187,871Cost
      of Goods Sold
                  
                  
                  21,292
                  
                  
                  
                  38,629Gross
      Profit
                  
                  
                  81,453
                  
                  
                  
                  149,242Sales,
      General and Administrative
                  
                  
                  226,996
                  
                  
                  
                  183,923(Loss)
      from Operations
                  
                  
                  (145,543
                  )
                  
                  
                  (34,681
                  )Other
      income(expense)Interest
      Income(Expense)
                  
                  
                  (178
                  )
                  
                  
                  (886
                  )Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  (1,829
                  )Net
      (Loss)
                  
                  
                  (145,721
                  )
                  
                  
                  (37,396
                  )Other
      Comprehensive (Loss):Foreign
      currency translation
                  
                  
                  (5,898
                  )
                  
                  
                  1,393Total
      Comprehensive (Loss)
                  
                  $
                  (151,619
                  )
                  
                  $
                  (36,003
                  )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
                  
                  
                  15,111,781
                  
                  
                  
                  9,270,492





The
accompanying notes to the financial statements are an integral part of these
balance sheets.


F-4


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


STATEMENTS
OF STOCKHOLDERS' (DEFICIT)  - RESTATED (NOTES 2 AND 3)


FOR
THE YEARS ENDED SEPTEMBER 30, 2009, AND 2008




AccumulatedCommon Stock
                              
                              
                              Common Stock
                              
                              
                              Additional
                              
                              
                              Discount on
                              
                              
                              Other- Issued
                              
                              
                              - Issuable
                              
                              
                              Paid-in
                              
                              
                              Common
                              
                              
                              Comprehensive
                              
                              
                              AccumulatedDescription
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Stock
                              
                              
                              Income (Loss)
                              
                              
                              (Deficit)
                              
                              
                              TotalBalance
      - September 30, 2007
                              
                              
                              3,000,000
                              
                              
                              $
                              3,000
                              
                              
                              
                              5,000,000
                              
                              
                              $
                              5,000
                              
                              
                              $
                              38,549
                              
                              
                              $
                              -
                              
                              
                              $
                              3,835
                              
                              
                              $
                              (28,735
                              )
                              
                              $
                              21,649Common
      stock issued for cash
                              
                              
                              5,000,000
                              
                              
                              
                              5,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,000Foreign
      currency translation adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,393
                              
                              
                              
                              -
                              
                              
                              
                              1,393Net
      (loss) for the period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (37,396
                              )
                              
                              
                              (37,396
                              )Balance
      - September 30, 2008
                              
                              
                              8,000,000
                              
                              
                              
                              8,000
                              
                              
                              
                              5,000,000
                              
                              
                              
                              5,000
                              
                              
                              
                              38,549
                              
                              
                              
                              -
                              
                              
                              
                              5,228
                              
                              
                              
                              (66,131
                              )
                              
                              
                              (9,354
                              )Common
      stock issued for cash
                              
                              
                              4,100,000
                              
                              
                              
                              4,100
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              28,700
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              32,800Impact
      of recapitalization from reverse merger
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (67,249
                              )
                              
                              
                              (9,133
                              )
                              
                              
                              -
                              
                              
                              
                              55,847
                              
                              
                              
                              (20,535
                              )Foreign
      currency translation adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (5,898
                              )
                              
                              
                              -
                              
                              
                              
                              (5,898
                              )Net
      (loss) for the period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (145,721
                              )
                              
                              
                              (145,721
                              )Balance
      - September 30, 2009
                              
                              
                              12,100,000
                              
                              
                              $
                              12,100
                              
                              
                              
                              5,000,000
                              
                              
                              $
                              5,000
                              
                              
                              $
                              -
                              
                              
                              $
                              (9,133
                              )
                              
                              $
                              (670
                              )
                              
                              $
                              (156,005
                              )
                              
                              $
                              (148,708
                              )





The
accompanying notes to the financial statements are an integral part of these
balance sheets.


F-5


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


STATEMENTS
OF CASH FLOWS - RESTATED (NOTES 2 AND 3)


FOR
THE YEARS ENDED SEPTEMBER 30, 2009, AND 2008


Years EndedSeptember 30,2009
                  
                  
                  2008Operating
      Activities:Net
      (loss)
                  
                  $
                  (145,721
                  )
                  
                  $
                  (37,396
                  )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Depreciation
                  
                  
                  954
                  
                  
                  
                  351Impact
      of recapitalization from reverse merger
                  
                  
                  (20,535
                  )
                  
                  
                  -Changes
      in net assets and liabilities:Accounts
      receivable - Trade
                  
                  
                  (3,781
                  )
                  
                  
                  -Security
      deposit
                  
                  
                  400
                  
                  
                  
                  (400
                  )Accounts
      payable - Trade
                  
                  
                  (285
                  )
                  
                  
                  3,273Accrued
      liabilities
                  
                  
                  86,823
                  
                  
                  
                  -Deferred
      revenues
                  
                  
                  1,330
                  
                  
                  
                  -Net
      Cash (Used in) Operating Activities
                  
                  
                  (80,815
                  )
                  
                  
                  (34,172
                  )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
                  
                  
                  (5,898
                  )
                  
                  
                  1,393Net
      Increase in Cash and Equivalent
                  
                  
                  (858
                  )
                  
                  
                  (24,322
                  )Cash
      and Cash Equivalent - Beginning of Period
                  
                  
                  858
                  
                  
                  
                  25,180Cash
      and Cash Equivalent - End of Period
                  
                  $
                  -
                  
                  
                  $
                  858Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -




Additional
Supplemental Disclosure of Cash Flow Information:




On
September 9, 2009, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Bloggerwave ApS.  Per the terms of the Merger
Agreement, the Company was to issue an aggregate of 5,000,000 shares of its
common stock to the shareholders of Bloggerwave ApS on the basis of 50,000
restricted shares of the Company for each one share held of record by the
Bloggerwave ApS shareholder; and, 3,000,000 shares of its common stock to the
management of Bloggerwave ApS. The 5,000,000 shares of common stock related to
the Merger Agreement were deemed as issuable by the Company, and the 3,000,000
shares were issued to the management of Bloggerwave ApS in the accompanying
financial statements.




The
accompanying notes to the financial statements are an integral part of these
balance sheets.


F-6


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


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
manufacturers.




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 ApS”). Per the terms of the Merger Agreement, the
Company would survive the merger as the operating company. In accordance with
the terms and provisions of the Merger Agreement, the Company was to: (i) issue
an aggregate of 5,000,000 shares of its common stock to the stockholders of
Bloggerwave ApS on the basis of 50,000 restricted shares of the Company for each
one share held of record by the Bloggerwave ApS Stockholder; and (ii) issue
3,000,000 shares of its common stock to the management of Bloggerwave ApS. See
Note 3 for additional information. 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
ApS 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 of blogs to promote products
and services





Given
that Bloggerwave ApS is considered to have acquired the Company by a reverse
merger through a Merger Agreement, 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 ApS under the name of the Company.
The reverse merger has been recorded as a recapitalization of the Company, with
the net assets of the Company and Bloggerwave ApS 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


F-7


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008




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 years ended
September 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.




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 years ended September 30, 2009, and 2008.


F-8


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


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 (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.




Estimates




The
accompanying financial statements were 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 ApS 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 management of the Company plans to continue to
provide for its capital needs by the issuance of common stock and related party
advances.


F-9


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008





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, and 2008, the Company had working capital deficiencies of $150,396 and
$11,470, respectively. 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.





(3) Restatement





On
September 9, 2009, as a condition of the completion of the Merger Agreement
between the Company and Bloggerwave ApS, 3,000,000 million shares were to be
issued to the management of Bloggerwave ApS, with an additional 5,000,000 shares
of common stock to be issued to the stockholders of Bloggerwave ApS. Upon
subsequent review of the stockholder records, the 5,000,000 shares were never
issued in accordance with the terms of the Merger Agreement. The management of
the Company is of the opinion that such shares should be issued and disclosed in
the accompanying financial statements as “issuable” as of September 30, 2009,
and 2008. The Company corrected the error by increasing common stock issuable in
the Stockholders’ (Deficit) section of the accompanying balance sheets by
5,000,000 shares with a value of $5,000, as of September 30, 2009, and 2008. In
addition, the discount on common stock and additional paid-in capital captions
of the Stockholders’ (Deficit) section of the accompanying balance sheets were
increased/decreased accordingly by the same amount. Further, the weighted
average number of shares outstanding for the periods ended September 30, 2009,
and 2008, were also adjusted by 5,000,000 shares to reflect the issuable status
of the additional shares of common stock in the calculation of loss per share –
basic and diluted.





In
addition, upon review of the financial statements as of September 30, 2009, and
2008, it was determined that the amounts presented in the Stockholders’
(Deficit) section of the balance sheets, the statements of operations and
comprehensive (loss), the statements of stockholders’ (deficit), and the
statements of cash flows did not correctly include nor present the operations of
Bloggerwave ApS under the terms of the Merger Agreement, which was determined to
be a reverse merger transaction for financial reporting purposes. As such, these
financial statements have been restated to reflect the impact of the
recapitalization from the reverse merger, and to include the operations of
Bloggerwave ApS as the primary operating entity. Such adjustments increased the
net loss for the year ended September 30, 2009, from $(104,228) to $(145,721),
and the net loss for the year ended September 30, 2008, from $(10,823) to
$(37,396). The impact on the increases in net loss for the years effected was
offset by corresponding adjustments to additional paid-in capital and discount
on common stock, accordingly. As such, the reported total amounts of
stockholders’ (deficit) for the periods presented remained unchanged. (Loss) per
share – basic and diluted for the year ended September 30, 2009, remained
unchanged at $(0.01) per share. (Loss) per share – basic and diluted for the
year ended September 30, 2008, changed from $(0.01) per share to $(0.00) per
share.




(4) 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 $32,792, 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 interest at the rate of 6 percent.





(5) 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
September 30, 2009, and 2008, 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 Director,
President, and CEO at par value. The transaction was valued at
$2,500.


F-10


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008




In June
2008, the Company issued 2,500,000 shares of its common stock to its 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., a company incorporated under the laws of Denmark. In accordance with the
terms and provisions of the Merger Agreement, the Company was to: (i) issue an
aggregate of 5,000,000 shares of its common stock to the stockholders of
Bloggerwave ApS on the basis of 50,000 restricted shares of the Company for each
one share held of record by the Bloggerwave ApS Stockholder; and (ii) issue
3,000,000 shares of its common stock to the management of Bloggerwave ApS. The
Company completed the issuance of the 3,000,000 shares of common stock
management of Bloggerwave ApS. The issuance of the 5,000,000 shares of common
stock was not completed by the Company and is disclosed as common stock issuable
in the accompanying financial statements. See Note 3 for further
information.





Bloggerwave
ApS 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 of blogs to promote products
and services.





Given
that Bloggerwave ApS is considered to have acquired the Company by a reverse
merger through a Merger Agreement, 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 ApS under the name of the Company.
The reverse merger has been recorded as a recapitalization of the Company, with
the net assets of the Company and Bloggerwave ApS brought forward at their
historical bases. The costs associated with the reverse merger have been
expensed as incurred.




(6) 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 EndedSeptember 302009
                    
                    
                    2008Current
      Tax Provision:Federal-Taxable
      income
                    
                    $
                    -
                    
                    
                    $
                    -Total
      current tax provision
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
      Tax Provision:Federal-Loss
      carryforwards
                    
                    $
                    21,858
                    
                    
                    $
                    5,609Change
      in valuation allowance
                    
                    
                    (21,858
                    )
                    
                    
                    (5,609
                    )Total
      deferred tax provision
                    
                    $
                    -
                    
                    
                    $
                    -




F-11


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008




Elevated
Concepts had deferred income tax assets as of September 30, 2009, and 2008, as
follows:




As of
                    
                    
                    As ofSeptember 30,
                    
                    
                    September 30,2009
                    
                    
                    2008Loss
      carryforwards
                    
                    $
                    27,997
                    
                    
                    $
                    6,139Less
      - Valuation allowance
                    
                    
                    (27,997
                    )
                    
                    
                    (6,139
                    )Total
      net deferred tax assets
                    
                    $
                    -
                    
                    
                    $
                    -





The
Company provided a valuation allowance equal to the deferred income tax assets
for the years 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
$66,131, respectively, in tax loss carryforwards that can be utilized in future
periods to reduce taxable income, and begin to expire in the year
2027.





(7) Related Party
Transactions





As
described in Note 4, as of September 30, 2009, and 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 5, the Company issued 2,500,000 shares of its common stock to
its Director, President, and Chief Executive Officer at par value. The
transaction was valued at $2,500.





As
described in Note 5, the Company issued 2,500,000 shares of its common stock to
its Director, Secretary, Chief Financial Officer, Treasurer, and Principal
Accounting Officer at par value. The transaction was valued at
$2,500.




As
described in Note 4, 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 bears interest at the rate of 6
percent.





(8) 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.




(9)
Recent Accounting Pronouncements





On
December 4, 2007, the FASB issued FASB Statement No. 160, “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.




F-12




BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008





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, “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, “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





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.


F-13


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008





On May
26, 2008, the FASB issued FASB Statement No. 163, “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, “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, “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.


F-14


BLOGGERWAVE
INC.


(FORMERLY
ELEVATED CONCEPTS, INC.)


NOTES TO
FINANCIAL STATEMENTS-RESTATED


SEPTEMBER
30, 2009 AND 2008





In June
2009, the FASB issued FASB Statement No. 166, “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,"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, "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.





(10)
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.


F-15


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





ITEM
9A(T). CONTROLS
AND PROCEDURES.





Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of September 30, 2009. Based on the evaluation of
these disclosure controls and procedures, and in light of the material
weaknesses found in our internal controls over financial reporting, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective.





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:


28





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.





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, including the
Chief Executive Officer and Chief Financial Officer, 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.


29


ITEM
9B. OTHER INFORMATION





None.





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 Chief Executive Officer, President, Chief Financial Officer,
Treasurer and a director of the Company. Mr. Thomsen's educational background
includes a Business School Student and fulfilled a studentship at a.henriksen
shipping a/s a shipping company. Mr. Thomsen has over eight years experience as
a certified IT manager, working both in Denmark and throughout most of Europe.
From 2000 to 2005, Mr. worked as IT systems manager for Marriott International
where his duties included system installations all over Europe and Asia.
Thereafter from 2005 to 2007, Mr. Thomsen worked as project manager for the
Radisson Hotel Group where he was responsible for all New and ongoing IT
projects for the Radisson Hotel group in Denmark. In 2007, along with Mr.
Lemmeke, Mr. Thomsen founded Bloggerwave APS in Denmark. In 2009, as a result of
the transaction between the Company and Bloggerwave APS, Mr. Thomsen became an
officer and director of the Company. In light of Mr. Thomsen's vast experience
in the IT sector detailed above, the Company's Board of Directors concluded that
it was in the Company's best-interest for him to serve as a
director.





Jacob W.
Lemmeke.Mr.
Lemmeke is the Secretary and a director of the Company. From 2003 to 2004, Mr.
Lemmeke worked as a sales consultant at Mercoprint where his duties included
sales. From 2004 to 2007, Mr. Lemmeke worked as a Business Development and as a
Sales Manager at Wiseport, where he was responsible for all sales staff and Mega
chains in Europe. In 2007, along with Mr. Thomsen, Mr. Lemmeke founded
Bloggerwave APS. In 2009, as a result of the transaction with the Company, Mr.
Lemmeke was appointed as a director of the Company by the Board of Directors
which concluded that Mr. Lemmeke was qualified to serve as a director as a
result of his extensive experience in the sales field and because of his
previous involvement in founding Bloggerwave APS. Currently, Mr. Lemmeke
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.


30


Identification
of Significant Employees





We have
no significant employees other than Ulrik Svane Thomsen, our President, Chief
Executive Officer, Chief Financial Officer, Treasurer and a
Director.





Family
Relationship





We
currently do not have any officers or directors of our company who are related
to each other.





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 a registered class
of our equity securities, to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on forms 3, 4, and 5,
respectively. Executive 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
solely on our review of the copies of such forms we received, or written
representations from certain reporting persons, we believe that all Section
16(a) filing requirements applicable to our officers, and directors and greater
than ten percent beneficial owners were complied with the exception that our
current officers and directors have failed to file any such reports. We
anticipate that such reports will be filed within 30 days.





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.


31


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.





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:


32


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
                              
                              2009
                              
                              
                              4,588
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Officer,
      President &
                              
                              2008
                              
                              
                              44,402
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Treasurer
                              
                              2007
                              
                              
                              19,175
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Jacob
      W. Lemmeke,
                              
                              2009
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0(2)
                              
                              2008
                              
                              
                              39,468
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Director
      & Secretary
                              
                              2007
                              
                              
                              19,175
                              
                              
                              
                              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 Awards
                              
                              
                              All
                                Other
                                Stock
                                Awards;
                              
                              
                              All Other
                                Option
                              
                              
                              
                              
                              
                              Grant
                                DateName
                              
                              Grant
                                Date
                              
                              
                              Threshold
                                ($)
                              
                              
                              Target
                                ($)
                              
                              
                              Maximum
                                ($)
                              
                              
                              Threshold
                                (#)
                              
                              
                              Target
                                (#)
                              
                              
                              Maximum
                                (#)
                              
                              
                              Number
                                of
                                Shares
                                of Stock
                                or Units
                                (#)
                              
                              
                              Awards;
                                Number of
                                Securities
                                Underlying
                                Options
                                (#)
                              
                              
                              Exercise
                                or Base
                                Price of
                                Option
                                Awards
                                ($/Sh)
                              
                              
                              Fair
                                Value of
                                Stock
                                and
                                Option
                                Awards-
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -





There
were no other stock based awards under the 2009 Stock Incentive
Plan.


33


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.





Item
12. 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 17,100,000 shares of our common
stock outstanding:




34




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
                  
                  
                  3,000,000
                  
                  
                  
                  17.54
                  %Jacob
      W. Lemmeke
                    Sortevej
      3
                    3070
      Snekkersten, Denmark
                  
                  
                  3,000,000
                  
                  
                  
                  17.54
                  %All
      executive officers and directors as a group (2 persons)
                  
                  
                  6,000,000
                  
                  
                  
                  35.09
                  %Beneficial
      Shareholders greater than 5%IQ
      Division Corp.(2)
                    1802
      North Carson Street, Suite 108
                    Carson
      City, NV 89701
                  
                  
                  3,500,000
                  
                  
                  
                  20.47
                  %Sapiens
      Alliance Ltd.(3)
                    Akara
      Bldg., 24 De Castro Street
                    Wickhams
      Cay I
                    Road
      town, Tortola,
                    British
      Virgin Islands
                  
                  
                  1,500,000
                  
                  
                  
                  8.77
                  %Svaneco
      Ltd.(4)
                    Akara
      Bldg., 24 De Castro Street
                    Wickhams
      Cay I
                    Road
      town, Tortola,
                    British
      Virgin Islands
                  
                  
                  1,500,000
                  
                  
                  
                  8.77
                  %





(1)
Applicable percentage of ownership is based on 17,100,000 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.


35


ITEM
13. 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





Item
15. Exhibits





Exhibits.
The following exhibits are either filed as a part hereof or are incorporated by
reference. Exhibit numbers correspond to the numbering system in Item 601
of Regulation S-K.





ExhibitNumber
                        
                        Description of Exhibit
                        
                        Filing3.01
                        
                        Articles
      of Incorporation
                        
                        Filed
      with the SEC on October 14, 2008 as part of our Registration Statement on
      Form S-1.3.01a
                        
                        Certificate
      of Amendment to Articles of Incorporation filed with the Nevada Secretary
      of State on November 19, 2009
                        
                        Filed
      with the SEC on November 19, 2010 as part of our Amended Annual Report on
      Form 10-K/A.3.02
                        
                        Bylaws
                        
                        Filed
      with the SEC on October 14, 2008 as part of our Registration Statement on
      Form S-1.10.1
                        
                        Authorized
      Reseller Agreement between Elevated Concepts Inc. and Salomatkin &
      Partners dated April 16, 2009
                        
                        Filed
      with the SEC on April 20, 2009 as part of our Current Report on Form
      8-K.10.2
                        
                        Merger
      Agreement between Elevated Concepts, Inc. and Bloggerwave, Inc. dated
      September 9, 2009
                        
                        Filed
      with the SEC on September 14, 2009 as part of our Current Report on Form
      8-K.10.3
                        
                        Advisory
      Board Member Agreement between Bloggerwave, Inc. and Peter Hewitt dated
      January 22, 2010.
                        
                        Filed
      with the SEC on February 11, 2010 as part of our Current Report on Form
      8-K.10.4
                        
                        Advisory
      Board Member Agreement between Bloggerwave, Inc. and Midstone Consulting,
      Ltd. dated January 22, 2010.
                        
                        Filed
      with the SEC on February 11, 2010 as part of our Current Report on Form
      8-K.14.1
                        
                        Code
      of Ethics
                        
                        Filed
      with the SEC on December 7, 2009 as part of our Current Report on Form
      8-K.31.01
                        
                        Certification
      of Principal Executive Officer Pursuant to Rule 13a-14
                        
                        Filed
      herewith.31.02
                        
                        Certification
      of Principal Financial Officer Pursuant to Rule 13a-14
                        
                        Filed
      herewith.32.01
                        
                        CEO
      Certification Pursuant to Section 906 of the Sarbanes-Oxley
      Act
                        
                        Filed
      herewith.32.02
                        
                        CFO
      Certification Pursuant to Section 906 of the Sarbanes-Oxley
      Act
                        
                        Filed
      herewith.


36


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 24, 2011.





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
      24, 2011Ulrik
      Svane Thomsen/s/ Jacob Lemmeke
                  
                  Director
                  
                  January 24,
      2011Jacob
      W. Lemmeke


37