Attached files
| file | filename |
|---|---|
| EX-99.4 - EXHIBIT 99.4 - Elevated Concepts, Inc. | ex99-4.htm |
| EX-10.2 - EXHIBIT 10.2 - Elevated Concepts, Inc. | ex10-2.htm |
| EX-99.1 - EXHIBIT 00.1 - Elevated Concepts, Inc. | ex99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - Elevated Concepts, Inc. | ex99-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Elevated Concepts, Inc. | ex10-1.htm |
| EX-99.3 - EXHIBIT 99.3 - Elevated Concepts, Inc. | ex99-3.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 22, 2010
BLOGGERWAVE
INC.
[Missing Graphic Reference]
(Exact
name of registrant as specified in its charter)
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Nevada
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333-154221
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26-3126279
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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800
West El Camino Real
Suite
180
Mountain
View, CA 94040
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(Address
of principal executive offices)
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Office:
650.943.2490
Facsimile:
650.962.1188
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(Registrant’s
Telephone Number)
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Humlebaek
Strandvej 21
DK-3050
Humlebaek
Denmark
(Former
name or former address, if changed since last report)
Copy of
all Communications to:
Carrillo
Huettel, LLP
3033
Fifth Avenue, Suite 201
San
Diego, CA 92103
phone:
619.399.3090
fax:
619.399.0120
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
Item
1.01 Entry
into Material Definitive Agreement
Advisory
Agreements
Peter
Hewitt
On
January 22, 2010, the Registrant entered into an Advisory Board Member Agreement
with Peter Hewitt ("Hewitt Agreement"). Per the terms of the Hewitt
Agreement, Mr. Hewitt shall serve for a period of two-years as an advisor to the
Registrant for business development and growth strategies, and other advisory
services as determined from time to time by the Board of Directors.
As
consideration for the Hewitt Agreement, Mr. Hewitt will receive a one-time
payment of $10,000USD and 211,750 shares of the Registrant's common
stock.
Louis
Yerolemou
On
January 22, 2010, the Registrant entered into an Advisory Board Member Agreement
with Midstone Consulting Ltd., the principal of which is Louis Yerolemou
("Yerolemou Agreement"). Per the terms of the Yerolemou Agreement,
Mr. Yerolemou shall serve for a period of two-years as an advisor to the
Registrant for business development and growth strategies, and other advisory
services as determined from time to time by the Board of Directors.
As
consideration for the Yerolemou Agreement, Mr. Yerolemou will receive a one-time
payment of $10,000USD and 211,750 shares of the Registrant's common
stock.
The
description of the foregoing agreements are brief summaries only and are
qualified in their entirety by their respective terms set forth therein, copies
of which are filed as exhibits 10.1, 10.2 and 10.3 to this Current Report on
Form 8-K (the “Current Report”).
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
SheetArrangement of a
Registrant.
The
information set forth under Item 1.01 of this Form 8-K is incorporated herein by
reference.
Item
3.02 Unregistered
Sales of Equity Securities
Exemption
From Registration. The shares of Common Stock referenced herein were issued in
reliance upon one of the following exemptions:
(a)
The shares of Common Stock referenced herein were issued in reliance upon the
exemption from securities registration afforded by the provisions of Section
4(2) of the Securities Act of 1933, as amended, ("Securities Act"), and/or
Regulation D, as promulgated by the U.S. Securities and Exchange Commission
under the Securities Act, based upon the following: (a) each of the persons to
whom the shares of Common Stock were issued (each such person, an "Investor")
confirmed to the Company that it or he is an "accredited investor," as defined
in Rule 501 of Regulation D promulgated under the Securities Act and has such
background, education and experience in financial and business matters as to be
able to evaluate the merits and risks of an investment in the securities, (b)
there was no public offering or general solicitation with respect to the
offering of such shares, (c) each Investor was provided with certain disclosure
materials and all other information requested with respect to the Company, (d)
each Investor acknowledged that all securities being purchased were being
purchased for investment intent and were "restricted securities" for purposes of
the Securities Act, and agreed to transfer such securities only in a transaction
registered under the Securities Act or exempt from registration under the
Securities Act and (e) a legend has been, or will be, placed on the certificates
representing each such security stating that it was restricted and could only be
transferred if subsequently registered under the Securities Act or transferred
in a transaction exempt from registration under the Securities Act.
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(b)The shares of Common Stock
referenced herein were issued pursuant to and in accordance with Rule 903
of Regulation S of the Act. No commissions were paid in connection with the
completion of this offering, except as noted above. We completed the offering of
the shares pursuant to Rule 903 of Regulation S of the Act on the basis that the
sale of the shares was completed in an "offshore transaction", as defined in
Rule 902(h) of Regulation S. We did not engage in any directed selling efforts,
as defined in Regulation S, in the United States in connection with the sale of
the shares. Each investor represented to us that the investor was not a "U.S.
person", as defined in Regulation S, and was not acquiring the shares for the
account or benefit of a U.S. person. The agreement executed between us and each
investor included statements that the securities had not been registered
pursuant to the Act and that the securities may not be offered or sold in the
United States unless the securities are registered under the Act or pursuant to
an exemption from the Act. Each investor agreed by execution of the agreement
for the shares: (i) to resell the securities purchased only in accordance with
the provisions of Regulation S, pursuant to registration under the Act or
pursuant to an exemption from registration under the Act; (ii) that we are
required to refuse to register any sale of the securities purchased unless the
transfer is in accordance with the provisions of Regulation S, pursuant to
registration under the Act or pursuant to an exemption from registration under
the Act; and (iii) not to engage in hedging transactions with regards to the
securities purchased unless in compliance with the Act. All certificates
representing the shares were or upon issuance will be endorsed with a
restrictive legend confirming that the securities had been issued pursuant to
Regulation S of the Act and could not be resold without registration under the
Act or an applicable exemption from the registration requirements of the
Act.
This
Current Report shall not constitute an offer to sell, the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
The
information set forth in Item 1.01 of this Current Report is incorporated by
reference into this Item 3.02.
Item
7.01 Regulation
FD Disclosure
On
January 28, 2010, the Registrant announced that it had received its new symbol,
and that its common stock was now trading under the symbol BLGW.OB.
On
February 2, 2010, the Registrant announced that it has relocated its corporate
headquarters to Mountainview, CA.
On
February 9, 2010, the Registrant announced the appointment of Peter Hewitt to
its newly created Advisory Board.
On
February 11, 2010, the Registrant announced the appointment of Louis Yeromelou
to its newly created Advisory Board.
A copy of
the press releases are attached as Exhibits 99.1, 99.2, 99.3 and 99.4. This
information shall not be deemed "filed" for purposes of Section 18 of the
Securities and Exchange Act 1934, as amended, and is not incorporated by
reference into any filing of the company, whether made before or after the date
of this report, regardless of any general incorporation language in the
filing.
Item
8.01 Other
Events
On
January 22, 2010, the Registrant established an Advisory Board. Mr.
Thomsen, our CEO and a director, will be the Chairman of the Advisory
Board. Mr. Peter Hewitt and Mr. Louis Yerolemou have been appointed
to serve as Advisory Board Members.
On
February 2, 2010, the Registrant announced a change in its corporate
address. The Registrant’s new address is as follows:
800 West
El Camino Real
Suite
180
Mountain
View, CA 94040
This new
office space is part of a corporate office center that will enable the
Registrant to have full access to furnished, equipped and staffed offices as
necessary in various different business centers and other commercial hubs to
serve clients.
Item
9.01 Financial Statements and
Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Advisory
Board Agreement with Peter Hewitt.
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10.2
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Advisory
Board Agreement with Midstone Consulting Ltd.
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99.1
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Press
Release dated January 28, 2010 announcing new symbol.
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99.2
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Press
Release dated February 2, 2010 announcing new corporate
offices.
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99.3
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Press
Release dated February 9, 2010 announcing appointment of Peter Hewitt as
an Advisory Board Member.
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99.4
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Press
Release dated February 11, 2010 announcing appointment of Louis Yerolemou
as an Advisory Board Member.
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
February 11, 2010
BLOGGERWAVE
INC.
By: /s/ Ulrik
Svane Thomsen
Ulrik
Svane Thomsen
CEO
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