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EX-31.02 - Elevated Concepts, Inc.v208823_ex31-02.htm
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EX-32.02 - Elevated Concepts, Inc.v208823_ex32-02.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(AMENDMENT NO. 2)
(Mark One)

x ANNUAL 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 Employer
of 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 ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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 ¨ No x

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

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

 
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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.

 
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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 within the 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.

 
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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.


 
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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.

 
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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.

 
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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.

 
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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.

 
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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.


 
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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

 
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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. ReviewMe www.reviewme.com

 
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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.se and 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

 
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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

 
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· 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.

 
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*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.

 
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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.

 
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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
 
Low
Third Quarter
 
NIL
 
NIL
Fourth 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       187,871  
Cost of Goods Sold
    21,292       38,629  
Gross Profit
    81,453       149,242  
Gross 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
  $ 6,055  
September 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-2
   
Restated Financial Statements-
 
   
Balance Sheets as of September 30, 2009 and 2008
F-3
   
Statements of Operations and Comprehensive (Loss) for the Years Ended September 30, 2009, and 2008
F-4
   
Statements of Stockholders’ (Deficit) for the Years Ended September 30, 2009, and 2008
F-5
   
Statements of Cash Flows for the Years Ended September 30, 2009, and 2008
F-6
   
Notes 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
   
2008
 
             
ASSETS
           
             
Current Assets:
           
Cash and cash equivalent
  $ -     $ 858  
Accounts receivable - Trade
    3,781       -  
                 
Total current assets
    3,781       858  
                 
Property and Equipment:
               
Computer  & office equipment
    3,002       2,076  
Less - Accumulated depreciation
    (1,314 )     (360 )
                 
Net property and equipment
    1,688       1,716  
                 
Other Assets:
               
Security deposit
    -       400  
                 
Total other assets
    -       400  
                 
Total Assets
  $ 5,469     $ 2,974  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current Liabilities:
               
Bank line of credit
  $ 9,189     $ -  
Accounts payable  - Trade
    2,988       3,273  
Accrued liabilities
    89,823       3,000  
Deferred revenues
    1,330       -  
Due to related party - Director and stockholder
    38,847       6,055  
Loan from shareholder
    12,000       -  
                 
Total current liabilities
    154,177       12,328  
                 
Total liabilities
    154,177       12,328  
                 
Commitments and Contingencies
               
                 
Stockholders' (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       8,000  
Common stock issuable – 5,000,000 shares in 2009 and 2008, respectively
    5,000       5,000  
Additional paid-in capital
    -       38,549  
Discount on common stock
    (9,133 )     -  
Accumulated other comprehensive income (loss)
    (670 )     5,228  
Accumulated (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 Ended
 
   
September 30,
 
   
2009
   
2008
 
             
Net Sales
  $ 102,745     $ 187,871  
                 
Cost of Goods Sold
    21,292       38,629  
                 
Gross Profit
    81,453       149,242  
                 
Sales, 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 )     1,393  
                 
Total 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
 
                           
Accumulated
             
   
Common Stock
   
Common Stock
   
Additional
   
Discount on
   
Other
             
   
- Issued
   
- Issuable
   
Paid-in
   
Common
   
Comprehensive
   
Accumulated
       
Description
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stock
   
Income (Loss)
   
(Deficit)
   
Total
 
                                                       
Balance - September 30, 2007
    3,000,000     $ 3,000       5,000,000     $ 5,000     $ 38,549     $ -     $ 3,835     $ (28,735 )   $ 21,649  
                                                                         
Common stock issued for cash
    5,000,000       5,000       -       -       -       -       -       -       5,000  
                                                                         
Foreign currency translation adjustment
    -       -       -       -       -       -       1,393       -       1,393  
                                                                         
Net (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       -       -       -       32,800  
                                                                         
Impact 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 Ended
 
   
September 30,
 
   
2009
   
2008
 
             
Operating Activities:
           
Net (loss)
  $ (145,721 )   $ (37,396 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
               
Depreciation
    954       351  
Impact 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 )     3,273  
Accrued 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       5,000  
Proceeds from bank line of credit
    9,189       -  
Proceeds from Director and stockholder
    44,792       5,362  
                 
Net Cash Provided by Financing Activities
    86,781       10,362  
                 
Effect of Exchange Rate Changes on Cash
    (5,898 )     1,393  
                 
Net Increase in Cash and Equivalent
    (858 )     (24,322 )
                 
Cash and Cash Equivalent - Beginning of Period
    858       25,180  
                 
Cash and Cash Equivalent - End of Period
  $ -     $ 858  
                 
Supplemental 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 Ended
 
   
September 30
 
   
2009
   
2008
 
             
Current Tax Provision:
           
Federal-
           
Taxable income
  $ -     $ -  
                 
Total current tax provision
  $ -     $ -  
                 
Deferred Tax Provision:
               
Federal-
               
Loss carryforwards
  $ 21,858     $ 5,609  
Change 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 of
 
   
September 30,
   
September 30,
 
   
2009
   
2008
 
             
Loss carryforwards
  $ 27,997     $ 6,139  
Less - 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 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


The following table presents information with respect to our officers, directors and significant employees as of the date of this Report:

Name
 
Position
Ulrik Svane Thomsen
 
Director, Chief Executive Officer & President, Chief Financial Officer & Treasurer
Jacob 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       0  
Officer, President &
 
2008
    44,402       0       0       0       0       0       0       0  
Treasurer
 
2007
    19,175       0       0       0       0       0       0       0  
Jacob W. Lemmeke,
 
2009
    0       0       0       0       0       0       0       0  
(2)
 
2008
    39,468       0       0       0       0       0       0       0  
Director & 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
Date
 
 
Name
 
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 Awards
 
Name
 
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
Vested
 
Ulrik 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.


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.


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,
2008
 
Audit Fees
  $ 14,000     $ 4,500  
Audit 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.

Exhibit
       
Number
 
Description of Exhibit 
 
Filing
3.01
 
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.