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EX-23.1 - Elevated Concepts, Inc. | v210917_ex23-1.htm |
EX-5.1 - Elevated Concepts, Inc. | v210917_ex5-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLOGGERWAVE,
INC.
(Name of
small business issuer in its charter)
Nevada
|
7389
|
26-3126279
|
||
(State
or jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
number)
|
800
West El Camino Real, Suite 180
Mountain
View, CA 94040
Tel: (650)
943-2490
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Vcorp
Services, LLC
1645
Village Center Circle, Suite 170
Las
Vegas, NV 89134
Tel:
(888) 528-2677
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Joseph
M. Lucosky, Esq.
Loan
Nisser, Esq.
Lucosky
Brookman LLP
33
Wood Avenue South, 6th Floor
Iselin,
New Jersey 08830
Fax:
(732) 395-4401
Approximate
date of proposed sale to public: From time to time after the effective date of
this Registration Statement.
If any
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. ¨
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 the 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
|
¨
|
Smaller
reporting company
|
x
|
CALCULATION
OF REGISTRATION FEE
Title of Each Class Of Securities to
be
Registered
|
Amount to be
Registered
|
Proposed
Maximum
Aggregate
Offering Price
per share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration fee
|
||||||||||||
Common
Stock, $0.001 par value per share, issuable pursuant to the Reserve Equity
Financing Agreement
|
21,199,500
|
(1) | $ | 0.015 | (3) | $ | 317,992.50 | (4) | $ | 36.92 | ||||||
Common
Stock, $0.001 par value per share, issued upon execution of the Reserve
Equity Financing Agreement
|
5,988,000 | (2) | $ | $0.015 | (3) | $ | 89,820 | $ | 10.43 | |||||||
Total
|
27,187,500
|
$ | $0.015 | (3) | $ | 407,812.50 | $ | 47.35 |
(1)
|
We
are registering 21,199,500 shares of our common stock, par value
$.001 per share (the “Put Shares”), which will be put to AGS Capital
Group, LLC (“AGS”) pursuant to the Reserve Equity Financing Agreement (the
“Equity Financing Agreement”), dated December 13, 2010 between AGS and
the registrant. The Equity Financing Agreement will be
effective upon the date (the “Effective Date”) that the Securities and
Exchange Commission (the “SEC”) declares effective this registration
statement.
|
(2)
|
We
are also registering 5,988,000 shares of our common stock (the “Commitment
Shares”) that we issued to AGS upon execution of the Equity Financing
Agreement as additional consideration for entering into the Equity
Financing Agreement.
|
(3)
|
Estimated
solely for the purpose of computing the amount of the registration fee in
accordance with Rule 457(c) of the Securities Act on the basis of the
average of the high and low bid prices of common stock of the registrant
as reported on the Over-the-Counter Bulletin Board (the “OTCBB”) on
February 7, 2011.
|
(4)
|
This
amount represents the maximum aggregate value of common stock which may be
put to AGS by the registrant pursuant to the terms and conditions of the
Equity Financing Agreement between AGS and the
registrant.
|
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the U.S.
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
BLOGGERWAVE,
INC.
27,187,500
Shares of Common Stock
This
prospectus relates to the sale of up to 27,187,500 shares of our common
stock, par value $.001 per share, by the selling stockholder AGS Capital Group,
LLC (“AGS”), of which (i) up to 21,199,500 will be put (the “Put Shares”)
to AGS pursuant to the Reserve Equity Financing Agreement (“Equity Financing
Agreement”) and (ii) 5,988,000 were issued to AGS as additional consideration
for executing the Equity Financing Agreement. The Equity Financing Agreement
with AGS provides that AGS is committed to purchase up to $5,000,000 of our
common stock. We may draw on the facility from time to time, as and when we
determine appropriate, in accordance with the terms and conditions of the Equity
Financing Agreement. Please refer to the section of this prospectus
entitled “The AGS Transaction” for a description of the Equity Financing
Agreement and the section entitled “Selling Stockholder” for additional
information.
AGS is an
“underwriter” within the meaning of the Securities Act, as amended (the
“Securities Act”), in connection with the resale of our common stock under the
Equity Financing Agreement. No other underwriter or person has been engaged to
facilitate the sale of shares of our common stock in this offering. AGS will pay
us 87% of the lowest closing bid price of our common stock reported by
Bloomberg, LP during the five consecutive trading days after the day that the
common stock that is being advanced by the Company has been cleared at AGS’
brokerage account.
We will
not receive proceeds from the sale of our shares by AGS. However, we will
receive proceeds from the sale of our Put Shares under the Equity Financing
Agreement. The proceeds will be used for working capital or general corporate
purposes, including for a new version of our software and the payment of the
fees and commissions incurred from entering into and consummating the
transactions contemplated by the Equity Financing Agreement. We will bear all
costs associated with this registration.
Our
common stock is registered under Section 12(g) of the Securities Exchange Act of
1934, as amended, and quoted on the OTC Bulletin Board (“OTCBB”) under the
symbol “BLGW.OB.” The shares of our common stock registered hereunder are being
offered for sale by AGS at prices established on the OTCBB during the term of
this offering, and AGS may sell the shares determined by the prevailing market
price for the shares or in negotiated transactions. On February 7,
2011, the closing price of our common stock as reported on the OTCBB was $.02.
These prices will fluctuate based on the demand for our common
stock.
Investing
in our common stock involves a high degree of risk. You should purchase shares
only if you can afford a complete loss. See “Risk Factors” beginning on page
4.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
The date
of this Prospectus is ________, 2011.
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
|
1
|
SUMMARY
FINANCIAL DATA
|
3
|
RISK
FACTORS
|
4
|
FORWARD-LOOKING
STATEMENTS
|
13
|
USE
OF PROCEEDS
|
13
|
DETERMINATION
OF OFFERING PRICE
|
13
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
14
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
15
|
DESCRIPTION
OF BUSINESS
|
21
|
LEGAL
PROCEEDINGS
|
31
|
MANAGEMENT
|
31
|
EXECUTIVE
COMPENSATION
|
33
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
34
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
35
|
DESCRIPTION
OF SECURITIES
|
36
|
AGS
TRANSACTION
|
36
|
SELLING
STOCKHOLDERS
|
37
|
PLAN
OF DISTRIBUTION
|
37
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
|
39
|
LEGAL
MATTERS
|
39
|
EXPERTS
|
39
|
ADDITIONAL
INFORMATION
|
39
|
FINANCIAL STATEMENTS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2010
|
F-2
|
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 2009 AND 2008
|
F-11
|
PROSPECTUS
SUMMARY
This
summary provides an overview of certain information contained elsewhere in this
Prospectus and does not contain all of the information that you should consider
or that may be important to you. Before making an investment decision, you
should read the entire Prospectus carefully, including the section entitled
“Risk Factors,” the financial statements and the notes to the financial
statements. In this Prospectus, the terms “Bloggerwave,” the “Company,” “our
Company, “we,” “us” and “our” refer to Bloggerwave, Inc. and our operating
subsidiary.
Our
Company
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
believe that 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. Because blogs are seen as
independent, a blog review is not perceived as blatant advertising, but as an
unbiased opinion from a trusted and credible blogger with a loyal, regular
following. In this marketing environment, where consumers increasingly turn to
each other for advice and recommendations for new products, we believe that
tapping into the millions of independent bloggers worldwide is the next step for
any company seeking to reach its targeted 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 such company’s specific products or services. We believe
that a blog about a company increases its Internet buzz, credibility, site hits,
ranking on search engines and ultimately, its bottom line.
Company
History
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
from North American manufacturers to the emerging markets of Russia, Ukraine and
other Eastern European countries. We planned to start with sale and distribution
of construction and household materials that would be used in “green
development” projects in the suburban areas surrounding Moscow,
Russia.
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 (“APS”). Pursuant to the terms and conditions of the Merger Agreement,
we issued, in exchange for all of the issued and outstanding shares of APS, (i)
an aggregate of 5,000,000 shares of our common stock to the shareholders of APS
(the “APS Shareholders”) on the basis of 50,000 restricted shares of the Company
for each one share held of record by the APS Shareholders and (ii) 3,000,000
shares of our common stock to the management of APS (“APS Management”). Further,
we changed our name to Bloggerwave, Inc. by filing a Certificate of Amendment
(the “Amendment”) to our Articles of Incorporation with the Secretary of State
of the State of Nevada on November 19, 2009. The Amendment also
increased the number of our authorized shares of common stock from 75,000,000 to
200,000,000. Following the closing of the Merger Agreement, APS became the
Company’s wholly owned operating subsidiary.
Recent
Developments
On
December 13, 2010, we entered into a Reserve Equity Financing Agreement (the
“Equity Financing Agreement”) with AGS Capital Group, LLC (“AGS”), pursuant to
which we may, from time to time, issue and sell to AGS up to five million
dollars ($5,000,000) of our common stock. Further, as additional consideration
for AGS entering into the Equity Financing Agreement, we issued to AGS, upon
execution of the Equity Financing Agreement, 5,988,000 shares of our common
stock, which equals five percent of AGS’ commitment amount. This
registration statement includes 5,988,000 of the total Commitment
Shares.
1
The
Offering
This
offering relates to the sale of up to 27,187,500 shares of our common stock
by AGS, of which (i) up to 21,199,500 will be put (the “Put Shares”) to AGS
pursuant to the Equity Financing Agreement and (ii) 5,988,000 (the “Commitment
Shares”) were issued to AGS as additional consideration for executing the Equity
Financing Agreement. Assuming the sale of all of the shares being
registered in this registration statement, such shares would constitute
approximately 20% of the Company’s outstanding common stock.
Securities
Offered
Common
Stock to be offered by selling stockholder AGS:
|
Up
to 27,187,500 shares of the Company’s common stock, par value $.001
per share
|
|
Common
stock outstanding prior to this offering:
|
135,625,000
shares as of February 9, 2011
|
|
Common stock to be outstanding
after giving effect to the issuance of up to 27,187,500 shares under the Equity
Financing Agreement:
|
162,812,500 shares
of the Company’s common stock
|
|
Use
of Proceeds:
|
We
will not receive any proceeds from the sale of the shares of common stock
offered by AGS. However, we will receive proceeds from the sale of our
common stock under the Equity Financing Agreement, which we will use for
working capital or general corporate purposes, including for a new version
of our software and the payment of the fees and commissions incurred from
entering into and consummating the transactions contemplated by the Equity
Financing Agreement. See “Use of Proceeds.”
|
|
Risk
Factors:
|
This
investment involves a high degree of risk. See “Risk Factors” for a
discussion of factors that you should consider carefully before making an
investment decision.
|
|
Symbol
on the Over-the-Counter Bulletin Board:
|
BLGW.OB
|
You
should read the summary financial data set forth below in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our financial statements and the related notes included
elsewhere in this prospectus. We derived the financial data as of
September 30, 2010 from our financial statements included in this
report. The historical results are not necessarily indicative of the
results to be expected for any future period.
2
Summary
Financial Data
The
following selected financial information is derived from the Company’s financial
statements appearing elsewhere in this prospectus and should be read in
conjunction with the Company’s financial statements, including the notes
thereto, appearing elsewhere in this prospectus.
Summary
of Operations
For
the Nine Months ended September 30,
2010
|
2009
|
|||||||
Total
Revenue
|
$ | 125,767 | $ | 56,500 | ||||
Loss
from operations
|
$ | (235,846 | ) | $ | (138,583 | ) | ||
Net
loss
|
$ | (246,444 | ) | $ | (140,080 | ) | ||
Net
loss per common share (basic and diluted)
|
$ | — | $ | — | ||||
Weighted
average common shares outstanding
|
84,873,400 | 84,700,000 |
Statement
of Financial Position
September
30,
2010
|
December
31,
2009
|
|||||||
Cash
|
$ | 19,226 | $ | 115 | ||||
Total
assets
|
$ | 95,758 | $ | 14,163 | ||||
Working
Capital
|
$ | (317,139 | ) | $ | (168,483 | ) | ||
Long
term debt
|
$ | — | $ | — | ||||
Stockholders’
equity ( deficit )
|
$ | (304,774 | ) | $ | (166,228 | ) |
3
This
registration statement contains forward-looking statements that involve risks
and uncertainties. These statements can be identified by the use of
forward-looking terminology such as “believes,” “expects,” “intends,” “plans,”
“may,” “will,” “should,” or “anticipates,” or the negative thereof or other
variations thereon or comparable terminology. Actual results could differ
materially from those discussed in the forward-looking statements as a result of
certain factors, including those set forth below and elsewhere in this
registration statement. The following risk factors should be considered
carefully in addition to the other information in this registration statement
before purchasing any of the Company’s securities.
RISKS RELATING TO THE
COMPANY
WE
HAVE A LIMITED OPERATING HISTORY.
There is
limited historical financial information about us upon which to base an
evaluation of our performance. We are in the start-up stage of operations and
have not generated any revenues to date. You should be aware of the difficulties
encountered by new enterprises, as we face all of the risks inherent in any new
business. These risks include, but are not limited to, competition, the need for
additional working capital, and the possible inability to adapt to various
economic changes inherent in a market economy. The likelihood of our
success must be considered in light of these problems, expenses that are
frequently incurred in the operation of a new business (e.g., possible cost
overruns due to price and cost increases in services and products) and the
competitive environment in which we will be operating.
WE
HAVE A HISTORY OF LOSSES AND MAY NOT BE ABLE TO OPERATE PROFITABLY OR SUSTAIN
POSITIVE CASH FLOW IN FUTURE PERIODS.
We have
had a net loss in every year since inception. We had a net loss of approximately
$(246,444) for the nine months ended September 30, 2010. As a result, becoming
profitable will depend in large part on our ability to generate and sustain
significantly increased revenue levels in future periods.
Our
ability to continue to operate as a going concern is fully dependent upon the
Company obtaining sufficient financing to continue its development and
operational activities. Our auditors have expressed their doubt about
our ability to continue as a going concern unless we are able to generate
profitable operations. The ability to achieve profitable operations
is in direct correlation to our ability to generate revenues or raise sufficient
financing. It is important to note that even if the appropriate
financing is received, there is no guarantee that we will ever be able to
operate profitably or derive any significant revenues from our
operations.
WE
WILL NEED ADDITIONAL CAPITAL TO FUND OUR FUTURE OPERATIONS AND, IF IT IS NOT
AVAILABLE WHEN WE NEED IT, WE MAY NEED TO REDUCE OUR PLANNED DEVELOPMENT AND
MARKETING EFFORTS, WHICH MAY IMPEDE OUR ABILITY TO GENERATE SUBSTANTIAL
REVENUES.
We
believe that our existing working capital and cash available from operations
will not enable us to meet our working capital requirements for at least the
next 12 months. We are entirely dependent on raising additional
capital through debt and or equity financings. The development
and marketing of our products and the expansion of distribution channels and
associated support personnel requires a significant commitment of resources. In
addition, if the markets for our products develop more slowly than anticipated,
or if we fail to establish significant market share and achieve sufficient net
revenues, we may continue to consume significant amounts of capital. As a
result, we could be required to raise additional capital. We cannot assure that
additional capital, if required, will be available on acceptable terms, or at
all. If we are unable to obtain sufficient amounts of additional capital, we may
be required to reduce the scope of our planned product development and marketing
efforts, which could harm our business, financial condition and operating
results.
4
OUR
MANAGEMENT TEAM DOES NOT HAVE EXTENSIVE EXPERIENCE IN PUBLIC COMPANY MATTERS,
WHICH COULD IMPAIR OUR ABILITY TO COMPLY WITH LEGAL AND REGULATORY
REQUIREMENTS.
We became
a public company subject to the applicable reporting requirements under the
securities laws of the United States upon consummation of a reverse merger with
Bloggerwave APS, a Denmark company, on September 9, 2009. Our
management team has had very limited public company management experience or
responsibilities. This could impair our ability to comply with legal and
regulatory requirements, such as the Sarbanes-Oxley Act of 2002 and applicable
federal securities laws, including filing required reports and other information
required on a timely basis. There can be no assurance that our
management will be able to implement and affect programs and policies in an
effective and timely manner that adequately respond to increased legal,
regulatory compliance and reporting requirements imposed by such laws and
regulations. Our failure to comply with such laws and regulations
could lead to the imposition of fines and penalties and further result in the
deterioration of our business.
WE
CONTINUE TO INCUR INCREASED COSTS AND DEMANDS UPON MANAGEMENT AS A RESULT OF
COMPLYING WITH THE LAWS AND REGULATIONS AFFECTING PUBLIC COMPANIES, WHICH COULD
AFFECT OUR OPERATING RESULTS.
As a
public company, we have incurred significant legal, accounting and other
expenses that we did not incur as a private company, including costs associated
with public company reporting requirements. In addition, our management team has
also had to adapt to the requirements of being a public company, as none of our
senior executive officers had experience as an executive in the public company
environment since the adoption of the Sarbanes-Oxley Act of 2002. The expenses
incurred by public companies generally for reporting and corporate governance
purposes have been increasing. We expect recent rules and regulations to
increase our legal and financial compliance costs and to make some activities
more time-consuming and costly. We also expect these rules and regulations may
make it more difficult and more expensive for us to obtain director and officer
liability insurance, and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain coverage the same as or
similar to coverage that used to be available to us. As a result, it may be more
difficult for us to attract and retain qualified individuals to serve on our
board of directors, on committees of our board of directors or as our executive
officers.
IF
WE FAIL TO CONTINUE TO MAINTAIN PROPER AND EFFECTIVE INTERNAL CONTROLS, OUR
ABILITY TO PRODUCE ACCURATE FINANCIAL STATEMENTS COULD BE IMPAIRED, WHICH COULD
ADVERSELY AFFECT OUR OPERATING RESULTS, OUR ABILITY TO CONDUCT BUSINESS AND
INVESTOR CONFIDENCE IN OUR COMPANY.
We are
required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 to furnish a
report by management on our internal control over financial
reporting. This report contains, among other things, an assessment of
the effectiveness of our internal control over financial reporting, including a
statement regarding whether or not our internal control over financial reporting
is effective.
If we
fail to maintain proper and effective internal controls, we may not be able to
complete our evaluation and testing and any required remediation in a timely
fashion. During the evaluation and testing process, if we identify
one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert that our internal control is
effective. If we are unable to assert that our internal controls over
financial reporting are effective, or if our auditors are unable to attest that
our management’s report is fairly stated or they are unable to express an
opinion on the effectiveness of our internal controls, we could lose investor
confidence in the accuracy and completeness of our financial reports, which
could have a material adverse effect on the price of our common
stock. Failure to comply with the new rules might make it more
difficult for us to obtain certain types of insurance, including director and
officer liability insurance, and we might be forced to accept reduced policy
limits and coverage and/or incur substantially higher costs to obtain the same
or similar coverage. The impact of these events could also make it
more difficult for us to attract and retain qualified persons to serve on our
board of directors, on committees of our board of directors, or as executive
officers.
5
COMPLIANCE
AND CONTINUED MONITORING IN CONNECTION WITH CHANGING REGULATION OF CORPORATE
GOVERNANCE AND PUBLIC DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES.
Changing
laws, regulations and standards relating to corporate governance and public
disclosure may create uncertainty regarding compliance matters. New or changed
laws, regulations and standards are subject to varying interpretations in many
cases. As a result, their application in practice may evolve over time. We are
committed to maintaining high standards of corporate governance and public
disclosure. Complying with evolving interpretations of new or changed legal
requirements may cause us to incur higher costs as we revise current practices,
policies and procedures, and may divert management time and attention from the
achievement of revenue generating activities to compliance activities. If our
efforts to comply with new or changed laws, regulations and standards differ
from the activities intended by regulatory or governing bodies due to
uncertainties related to practice, our reputation might be harmed which would
could have a significant impact on our stock price and our business. In
addition, the ongoing maintenance of these procedures to be in compliance with
these laws, regulations and standards could result in significant increase in
costs.
IF
WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTCBB, WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR
SECURITIES AND THE ABILITY OF SHAREHOLDERS TO SELL THEIR SECURITIES IN THE
SECONDARY MARKET.
Companies
trading on the OTCBB, such as Bloggerwave, Inc., must be reporting issuers under
Section 12 of the Exchange Act, and must be current in their reports under
Section 13 of the Exchange Act, in order to maintain price quotation privileges
on the OTCBB. If we fail to remain current on our reporting
requirements, we could be removed from the OTCBB. As a result, the
market liquidity for our securities could be adversely affected by limiting the
ability of broker-dealers to sell our securities and the ability of shareholders
to sell their securities in the secondary market.
IF
WE ARE NOT ABLE TO COMPETE EFFECTIVELY AGAINST LARGER COMPETITORS WITH GREATER
RESOURCES, OUR PROSPECTS FOR FUTURE SUCCESS WILL BE JEOPARDIZED.
We face
competition from other social media marketing companies in the United States,
some of which may be larger or better established. Management expects
the competition to intensify in the future. Pressures created by our
competitors could negatively affect our business, results of operations and
financial condition.
Our
potential competitors may have longer operating histories, larger customer
bases, greater brand recognition or significantly greater financial, marketing,
technical and other resources. In addition, our competitors may acquire or be
acquired by, receive investments from or enter into other commercial
relationships with larger, well-established, and well-financed competitors.
Therefore, some of our competitors with other revenue sources may be able to
devote greater resources to marketing and promotional campaigns, adopt more
aggressive pricing policies, and devote substantially more resources to the
development of their respective service offerings. Increased
competition may result in reduced operating margins, loss of market share and
diminished value in our brands. There can be no assurance that we
will be able to compete successfully against current and future
competitors.
WE
MAY NOT BE ABLE TO MANAGE OUR EXPANDING OPERATIONS EFFECTIVELY, WHICH COULD HARM
OUR BUSINESS.
We
anticipate expanding our business as we address growth in our customer base and
market opportunities. In order to manage the expected growth of our
operations and personnel, we may be required to improve and implement
operational and financial systems, procedures and controls, and expand, train
and manage our growing employee base. We cannot assure you that our
current and planned personnel, systems, procedures and controls will be adequate
to support our future operations. If we are not successful in
establishing, maintaining and managing our personnel, systems, procedures and
controls, our business will be materially and adversely affected.
ANY
FUTURE ACQUISITIONS COULD DISRUPT OUR BUSINESS AND HARM OUR FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
We may
decide to acquire businesses, products or technologies in order to expand our
offered services. We have not made any acquisitions to date, and therefore our
ability to execute acquisitions successfully is unproven. Any acquisition could
require significant capital outlays and could involve many risks, including, but
not limited to, the following:
6
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to
the extent an acquired company has a corporate culture different from
ours, we may have difficulty assimilating this organization, which could
lead to morale issues, increased turnover and lower productivity than
anticipated, and could also have a negative impact on the culture of our
existing organization;
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·
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we
may be required to record substantial accounting
charges;
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·
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an
acquisition may involve entry into geographic or business markets in which
we have little or no prior
experience;
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·
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integrating
acquired business operations, systems, employees, services and
technologies into our existing business, workforce and services could be
complex, time-consuming and
expensive;
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·
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an
acquisition may disrupt our ongoing business, divert resources, increase
our expenses and distract our
management;
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·
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we
may incur debt in order to fund an acquisition, or we may assume debt or
other liabilities, including litigation risk, of the acquired company;
and
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we
may have to issue equity securities to complete an acquisition, which
would dilute our stockholders’ ownership position and could adversely
affect the market price of our common
stock.
|
Any of
the foregoing or other factors could harm our ability to achieve anticipated
levels of profitability from acquired businesses or to realize other anticipated
benefits of acquisitions. We may not be able to identify or consummate any
future acquisitions on favorable terms, or at all. If we do effect an
acquisition, it is possible that the financial markets or investors will view
the acquisition negatively. Even if we successfully complete an acquisition, it
could adversely affect our business.
THE
SUCCESS OF OUR BUSINESS MAY DEPEND ON OUR ABILITY TO PROTECT AND ENFORCE OUR
INTELLECTUAL PROPERTY RIGHTS.
To
establish and protect our intellectual property rights, we rely on a combination
of copyright, trademark and trade secret laws and contractual restrictions, all
of which offer only limited protection. We may enter into agreements with key
employees, contractors, and parties with which we do business in order to limit
access to and disclosure of our proprietary information. The steps we have taken
to protect our intellectual property may not prevent the misappropriation of
proprietary rights or the reverse engineering of our technology. Moreover,
others may independently develop technologies that are competitive with ours or
that infringe our intellectual property. The enforcement of our intellectual
property rights may depend on our taking legal action against these infringers,
and we cannot be sure that these actions will be successful, even when our
rights have been infringed.
WE
MAY NOT BE ABLE TO GROW OUR BUSINESS UNLESS WE FURTHER DEVELOP OUR BRAND
RECOGNITION AND MARKET OUR SERVICES IN A COST-EFFECTIVE MANNER.
A number
of companies offer services that compete with ours in the United
States. We believe that developing and maintaining our distinctive
brand image is critical to attracting additional customers. Because
we plan to continue building brand recognition, we may find it necessary to
accelerate expenditures on our sales and marketing efforts or otherwise increase
our financial commitment to creating and maintaining brand
awareness. Accordingly, we intend to continue pursuing an aggressive
brand enhancement strategy consisting primarily of interactive advertising sales
and strategic development (including partnerships with major operators,
publishers and ad networks). Some of our initiatives may be
expensive. Any failure to successfully promote and maintain our
brands would adversely affect our business and cause us to incur significant
expenses in promoting our brand without an associated increase in our net
revenues.
7
IF
WE CANNOT PROTECT OUR DOMAIN NAMES, IT WILL IMPAIR OUR ABILITY TO SUCCESSFULLY
PROMOTE OUR BRANDS.
We
currently hold the web domain name www.bloggerwaveinc.com, which is critical to
the operation of our business. The acquisition and maintenance of domain names,
or Internet addresses, generally is regulated by governmental agencies and their
designees. The regulation of domain names in the United States and in
foreign countries is subject to change. Governing bodies may
establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a
result, we may be unable to acquire or maintain relevant domain names in all
countries in which we conduct business. Furthermore, it is unclear
whether laws protecting trademarks and similar proprietary rights will be
extended to protect domain names. Therefore, we may be unable to
prevent third parties from acquiring domain names that are similar to, infringe
upon or otherwise decrease the value of our trademarks and other proprietary
rights. We may not successfully carry out our business strategy of
establishing a strong brand for Bloggerwave if we cannot prevent others from
using similar domain names or trademarks. This could impair our ability to
increase market share and revenues.
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.
IF
A THIRD PARTY ASSERTS THAT WE ARE INFRINGING ITS INTELLECTUAL PROPERTY, WHETHER
OR NOT IT IS TRUE, IT COULD SUBJECT US TO COSTLY AND TIME-CONSUMING LITIGATION
OR CAUSE US TO OBTAIN EXPENSIVE LICENSES, WHICH COULD HARM OUR
BUSINESS.
We may
get involved in litigation and have to defend against claims of patent
infringement. Third parties may assert patent and other intellectual property
infringement claims against us in the form of lawsuits, letters or other types
of communications. If a third party successfully asserts a claim that we are
infringing its proprietary rights, royalty or licensing agreements might not be
available on terms we find acceptable, or at all. As not all currently pending
patent applications are publicly available, we cannot anticipate all such claims
or know with certainty whether our technology infringes the intellectual
property rights of third parties. We expect that the number of infringement
claims will increase as the number of competitors in our industry
grows.
These
claims against us, whether or not successful, could:
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divert
our management’s attention;
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result
in costly and time-consuming
litigation;
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require
us to enter into royalty or licensing agreements, which might not be
available on acceptable terms, or at all;
and/or
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require
us to redesign our products to avoid
infringement.
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As a
result, any third-party intellectual property claims against us could increase
our expenses and adversely affect our business. Even if we have not infringed a
third party’s intellectual property rights, our legal defense could prove
unsuccessful and require us to expend significant financial and management
resources.
8
WE
MAY BE SUED FOR INFORMATION RETRIEVED FROM OUR SITES.
We may be
subject to claims for defamation, negligence, copyright or trademark
infringement, personal injury or other legal theories relating to the
information we publish on our online sites. These types of claims have been
brought, sometimes successfully, against online services as well as other print
publications in the past. We could also be subject to claims based upon the
content that is accessible from our online sites through links to other online
sites or through content and materials that may be posted by members in chat
rooms or bulletin boards.
WE MAY BE EXPOSED
TO LIABILITY FOR PUBLISHING OR DISTRIBUTING CONTENT OVER THE
INTERNET.
We may be
subject to claims relating to content that is published on or downloaded from
our web site or the blogs containing our customers’ advertising. We
also could be subject to liability for content that is accessible from our web
site through links to other web sites.
WE
DO NOT MAINTAIN ANY INSURANCE POLICIES.
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.
THE
LOSS OF CERTAIN MEMBERS OF OUR MANAGEMENT TEAM COULD ADVERSELY AFFECT OUR
BUSINESS.
Our
success is highly dependent on the continued efforts of all the members of our
executive management team, especially that of Mr. Ulrik Svane Thomsen, our
President, CEO, CFO, Treasurer and Director. If any of our executive management
team should retire or leave we may not be successful in attracting and/or
retaining key personnel in the future. Our failure to do so could adversely
affect our business and financial condition. We do not have employment
agreements with any of our management personnel, nor do we do not carry any
“key-man” insurance on the lives of any of our officers or
employees. Further, should operations expand, we will need to hire
persons with a variety of skills and competition for these skilled individuals
could be intense.
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, AS
AMENDED, WITH THE SEC REGARDING OUR NAME CHANGE, INCREASE IN THE NUMBER OF
AUTHORIZED SHARES AND THE ELECTION OF DIRECTORS.
Pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), we are required to furnish a publicly-filed Information Statement on
Schedule 14C to every stockholder in connection with any proposed corporate
action requiring a stockholder vote. Further, Section 14 requires us to provide
an information statement on Schedule 14f-1 regarding a change in control of our
Board. Therefore, we were required to notify our stockholders by
filing an Information Statement on Schedule 14C prior to amending our Articles
of Incorporation to reflect our name change and increase in the number of our
authorized shares of common stock. 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
on Schedule 14C.
Furthermore,
we were required to notify our stockholders and file an information statement on
Schedule 14f-1 before approving additional members to our Board of Directors
resulting in a change of control of our Board. Although a change in the majority
of directors does not require stockholder approval, the information statement on
Schedule 14f-1 would have provided notice to the stockholders of the action
taken by the Company as required by Section 14.
Because
we failed to file the above referenced information statements regarding such
corporate actions, we may be subject to discipline by the SEC as a result of our
failure to comply with Section 14 of the Exchange Act.
9
RISKS RELATED TO OUR
INDUSTRY
THE
MARKET FOR INTERNET ADVERTISING IS STILL DEVELOPING, AND IF THE INTERNET FAILS
TO GAIN FURTHER ACCEPTANCE AS A MEDIUM FOR ADVERTISING, WE WOULD EXPERIENCE
SLOWER REVENUE GROWTH THAN EXPECTED OR A DECREASE IN REVENUE AND WOULD INCUR
GREATER THAN EXPECTED LOSSES.
Our
future success depends, in part, on the continued use of the Internet as an
advertising and marketing medium. The Internet advertising market is
still developing, and it cannot yet be compared with traditional advertising
media to gauge its effectiveness. As a result, demand for and market acceptance
of Internet advertising solutions are uncertain. Some of our current
and potential customers have or could have little or no experience with Internet
advertising and have allocated only a limited portion of their advertising and
marketing budgets to Internet activities. The adoption of Internet
advertising, particularly by entities that have historically relied upon
traditional methods of advertising and marketing, requires the acceptance of a
new way of advertising and marketing. These customers may find
Internet advertising to be less effective for meeting their business needs than
traditional methods of advertising and marketing.
IF
THE USE OF THE INTERNET AS MEDIA FOR ADVERTISING DOES NOT CONTINUE TO GROW, OUR
BUSINESS WOULD BE MATERIALLY AND ADVERSELY AFFECTED.
We cannot
assure you that a sufficiently broad base of companies will adopt, and continue
to use, the Internet as media for advertising. Use of the Internet to
advertise is at a relatively early stage of development.
Demand
for recently introduced services and products over the Internet is subject to a
high level of uncertainty. The continued development of the Internet as a viable
advertising marketplace is subject to a number of factors,
including:
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continued
growth in the number of users of such
services;
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continued
development of the necessary technological
infrastructure;
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consistent
quality of service;
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availability
of cost-effective, high speed
service;
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uncertain
and increasing government regulation;
and
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the
development of complementary services and
products.
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WE
MAY BE UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL CHANGE IN THE INTERNET
INDUSTRY.
If we are
unable, for technological, legal, financial or other reasons, to adapt in a
timely manner to changing market conditions or customer requirements, we could
lose users and market share to our competitors. The Internet is
characterized by rapid technological change. Sudden changes in user
and customer requirements and preferences, frequent new product and service
introductions embodying new technologies and the emergence of new industry
standards and practices could render our existing online sites and proprietary
technology and systems obsolete. The emerging nature of services and
products in the online markets in which our brand operates and their rapid
evolution will require that we continually improve the performance, features and
reliability of our online services. Our success will depend, in part, on our
ability:
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to
enhance our existing services;
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to
develop and license new services and technology that address the
increasingly sophisticated and varied needs of our prospective customers
and users; and
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10
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to
respond to technological advances and emerging industry standards and
practices on a cost-effective and timely
basis.
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The
development of online sites and other proprietary technology entails significant
technological and business risks and requires substantial expenditures and lead
time. We may be unable to use new technologies effectively or
adapt our online site, proprietary technology and transaction-processing systems
to customer requirements or emerging industry standards. Updating our
technology internally and licensing new technology from third parties may
require significant additional capital expenditures.
GOVERNMENT
REGULATIONS COULD RESTRICT OUR ABILITY TO EXECUTE OUR BUSINESS
PLAN.
Laws
applicable to e-commerce, online privacy and the Internet generally are becoming
more prevalent. It is possible that new laws and regulations may be adopted
regarding the Internet or other online services in the United States and foreign
countries. Such laws and regulations may address user privacy, freedom of
expression, unsolicited commercial e-mail (spam), pricing, content and quality
of services and products, taxation, advertising, intellectual property rights
and information security. The nature of such legislation and the
manner in which it may be interpreted and enforced cannot be fully determined at
this time. Such legislation could subject us and/or our customers to
potential liability or restrict our present business practices, which, in turn,
could have an adverse effect on our business, results of operations and
financial condition. In addition, the U.S. Federal Trade Commission
has investigated the privacy practices of several companies that collect
information about individuals on the Internet. The U.S. Federal Trade Commission
has also released self-regulatory principles for online behavioral advertising.
The adoption of any such laws or regulations might also decrease the rate of
growth of Internet use generally, which, in turn, could decrease the demand for
our service or increase our cost of doing business or in some other manner have
a material adverse effect on our business, results of operations and financial
condition.
Changes
to existing laws or the passage of new laws intended to address these issues
could create uncertainty in the marketplace that could reduce demand for our
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs, or could in some other manner have a
material adverse effect on our business, results of operations and financial
condition.
WE
MAY NOT BE ABLE TO DELIVER VARIOUS SERVICES IF THIRD PARTIES FAIL TO PROVIDE
RELIABLE SOFTWARE, SYSTEMS AND RELATED SERVICES TO OUR BLOGGERS.
Our
bloggers are dependent on various third parties for software, systems and
related services in connection with our hosting, placement of advertising, data
transmission and security systems. These third parties are dependent
on reliable delivery of services from others. If our bloggers’
current providers were to experience prolonged systems failures or delays, they
would need to pursue alternative sources of services. Although alternative
sources of these services are available, they may be unable to secure such
services on a timely basis or on terms favorable to them. As a result, we may
experience business disruptions if these third parties fail to provide reliable
software, systems and related services to our bloggers.
SYSTEMS
DISRUPTIONS AND FAILURES COULD CAUSE ADVERTISER OR USER DISSATISFACTION AND
COULD REDUCE THE ATTRACTIVENESS OF OUR SITES.
The
continuing and uninterrupted performance of our computer systems and the
computer systems of our bloggers is critical to our success. Our
customers may become dissatisfied by any systems disruption or failure that
interrupts our ability to provide our services and content to
them. Substantial or repeated system disruption or failures would
reduce the attractiveness of our services significantly.
Fire,
floods, earthquakes, power loss, telecommunications failures, break-ins, acts of
terrorism and similar events could damage these systems. Our operations depend
on the ability of third parties to protect its own systems, our systems, and
those of our bloggers in data centers against damage from fire, power loss,
water damage, telecommunications failure, vandalism and similar unexpected
adverse events. These third parties do not guarantee that Internet access will
be uninterrupted, error-free or secure. Any system disruption or
failure, security breach or other damage that interrupts or delays our
operations could cause us to lose customers and advertisers and adversely affect
our business and results of operations.
11
Computer
viruses, electronic break-ins or other similar disruptive problems also could
materially and adversely affect our business. Our sites must
accommodate site traffic and deliver frequently updated
information. We do not carry general liability insurance to cover any
claims by dissatisfied customers.
RISKS RELATED TO OUR COMMON
STOCK
OUR
COMMON STOCK MAY BE CONSIDERED “A PENNY STOCK” AND MAY BE DIFFICULT FOR YOU TO
SELL.
The SEC
has adopted regulations which generally define “penny stock” to be an equity
security that has a market price of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to specific exemptions. The market
price of our common stock has been since our trading history began on July 11,
2006, and may continue to be, less than $5.00 per share, and therefore may be
designated as a “penny stock” according to SEC rules. This designation requires
any broker or dealer selling these securities to disclose certain information
concerning the transaction, obtain a written agreement from the purchaser and
determine that the purchaser is reasonably suitable to purchase the securities.
These rules may restrict the ability of brokers or dealers to sell our common
stock and may affect the ability of investors to sell their shares.
YOU
COULD BE DILUTED FROM THE ISSUANCE OF ADDITIONAL COMMON STOCK.
As of
February 9, 2011, we had 135,625,000 shares of common stock
outstanding. We are authorized to issue up to 200,000,000 shares of
common stock. To the extent of such authorization, our Board will have the
ability, without seeking stockholder approval, to issue additional shares of
common stock in the future for such consideration as the Board may consider
sufficient. The issuance of additional common stock in the future may
reduce your proportionate ownership and voting power.
WE
HAVE NOT AND DO NOT INTEND TO PAY ANY DIVIDENDS. AS A RESULT, YOU MAY ONLY BE
ABLE TO OBTAIN A RETURN ON INVESTMENT IN OUR COMMON STOCK IF ITS VALUE
INCREASES.
We have
not paid dividends in the past and do not plan to pay dividends in the near
future. We expect to retain earnings to finance and develop our business. In
addition, the payment of future dividends will be directly dependent upon our
earnings, our financial needs and other similarly unpredictable factors. As a
result, the success of an investment in our common stock will depend upon future
appreciation in its value. The price of our common stock may not appreciate in
value or even maintain the price at which you purchased our shares.
WE ARE
REGISTERING AN AGGREGATE OF 27,187,500 SHARES OF
COMMON STOCK TO BE ISSUED UNDER THE RESERVE EQUITY FINANCING AGREEMENT. THE SALE
OF SUCH SHARES COULD DEPRESS THE MARKET PRICE OF OUR COMMON
STOCK.
We are
registering an aggregate of 27,187,500 shares of common stock under the
registration statement of which this prospectus forms a part for issuance
pursuant to the Reserve Equity Financing Agreement with AGS Capital Group, LLC.
These shares of our common stock will represent approximately 20% of our shares
outstanding immediately after our exercise of the put right. The sale of these
shares into the public market by AGS Capital Group, LLC could depress the market
price of our common stock.
AGS
CAPITAL GROUP, LLC WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR
COMMON STOCK.
The
common stock to be issued to AGS Capital Group, LLC (“AGS”) pursuant to the
Reserve Equity Financing Agreement will be purchased at a 87% discount of the
lowest closing bid price of our common stock reported by Bloomberg, LP during
the five consecutive trading days after the day that the common stock that is
being advanced by the Company has been cleared at AGS’ brokerage
account.. AGS has a financial incentive to sell our common stock
immediately upon receiving the shares to realize the profit equal to the
difference between the discounted price and the market price. If AGS
sells the shares, the price of our common stock could decrease. If
our stock price decreases, AGS may have a further incentive to sell the shares
of our common stock that it holds. These sales may have a further
impact on our stock price.
12
Included
in this prospectus are “forward-looking” statements, as well as historical
information. Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, these statements
involve risks and uncertainties and we cannot assure you that the expectations
reflected in these forward-looking statements will prove to be correct you. Our
actual results could differ materially from those anticipated in forward-looking
statements as a result of certain factors, including matters described in the
section titled “Risk Factors.” Forward-looking statements include those that use
forward-looking terminology, such as the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,”
“should,” and similar expressions, including when used in the negative.
Important factors that could cause our actual results, performance or
achievements to differ from these forward-looking statements include the
following:
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the
availability and adequacy of our cash flow to meet our requirements and
additional capital to support
development;
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economic,
competitive, demographic, industry, business and other conditions in our
local and regional markets;
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actions
taken or not taken by third-parties, including our clients and
competitors, as well as legislative, regulatory, judicial and other
governmental authorities;
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the
failure to obtain or loss of any license or
permit;
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changes
in our business and growth strategy, capital improvements or development
plans; and
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other
factors discussed under the section entitled “Risk Factors” or elsewhere
in this registration statement.
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All
forward-looking statements attributable to us are expressly qualified in their
entirety by these and other factors. We undertake no obligation to update or
revise these forward-looking statements, whether to reflect events or
circumstances after the date initially filed or published, to reflect the
occurrence of unanticipated events or otherwise, except as required by
applicable law.
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by selling stockholder AGS Capital Group, LLC
(“AGS”). We will receive no proceeds from the sale of shares of
common stock in this offering. However, we may receive proceeds of up
to $5,000,000 pursuant to the Reserve Equity Financing Agreement dated December
13, 2010 between our Company and AGS (the “Equity Financing
Agreement”). Any proceeds from AGS that we receive under the Equity
Financing Agreement will be used for working capital and general corporate
purposes, including for a new version of our software and the payment of the
fees and commissions incurred from entering into and consummating the
transactions contemplated by the Equity Financing Agreement.
The
prices at which the shares of our common stock covered by this prospectus will
be determined by the prevailing public market price for such shares or by
negotiations between the AGS and buyers of our common stock in private
transactions or as otherwise described in “Plan of
Distribution.”
13
RELATED
STOCKHOLDER MATTERS
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (the
“OTCBB”). From July 14, 2009 to January 20, 2010, our common stock
was quoted on the OTCBB under the symbol “ELVT.OB.” On January 20, 2010, we
began trading under our current symbol “BLGW.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.
Quarter
ended
|
Low
Bid Price
|
High
Bid Price
|
||||||
September
30, 2009
|
$ | — | $ | — | ||||
December
31, 2009
|
$ | — | $ | — | ||||
March
31, 2010
|
$ | 0.90 | $ | 1.00 | ||||
June
30, 2010
|
$ | 0.09 | $ | 1.01 | ||||
September
30, 2010
|
$ | 0.03 | $ | 0.19 | ||||
December
31, 2010
|
$ | 0.01 | $ | 0.04 |
Information
for the periods referenced above has been furnished by the OTC Bulletin Board.
The quotations furnished by the OTC Bulletin Board reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not reflect actual
transactions.
We have
never declared or paid any cash dividends on our common stock nor do we intend
to do so in the foreseeable future. Any future determination to pay cash
dividends will be at the discretion of our board of directors and will depend
upon our financial condition, operating results, capital requirements, any
applicable contractual restrictions and such other factors as our board of
directors deems relevant.
Our
common stock is subject to rules adopted by the Securities and Exchange
Commission (“SEC”) 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 SEC. 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 the 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
February 9, 2011, there were 139 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.
14
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Action Stock Transfer
Corp., which has a business address at 7069 S. Highland Dr., Suite 300, Salt
Lake City, UT 84121, and a telephone number of (801) 274-1088.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATION
THE
FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS
REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE
OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE
RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER
“FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS.”
Our
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 and
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
that we will require additional capital to meet our long term operating
requirements. If so, we plan to raise additional capital through, among other
things, the sale of equity and/or debt securities.
RESULTS
OF OPERATIONS
For the three months Ended
September 30, 2010 compared to the three months Ended September 30,
2009
We
incurred operating expenses of $91,235 and $152,205 for the three month periods
ended September 30, 2010 and 2009, respectively. The decrease of $60,970 is a
result of the increase in professional fees and consulting fees incurred with
respect to the acquisition transaction on September 9, 2009.
During
the three months ended September 30, 2010, we recognized a net loss of $94,902
compared to a net loss of $138,267 for the three months ended September 30,
2009. The increase was a result of the additional costs incurred for the
acquisition transaction, as noted above.
For the nine months Ended
September 30, 2010 compared to the nine months Ended September 30,
2009
We
incurred operating expenses of $299,155 and $183,386 for the nine month periods
ended September 30, 2010 and 2009, respectively. The increase of $115,769 is a
result of the increase in overall operations (sales increased by $69,267 or
122.6% from the prior period), as well as the fact that the Company incurred
professional fees with respect to its SEC filings and consulting fees with
respect to further maintenance and revisions to the Company’s website.
15
During
the nine months ended September 30, 2010, we recognized a net loss of $246,444
compared to a net loss of $140,080 for the nine months ended September 30, 2009.
The increase was a result of the items noted above.
Working
Capital
September 30, 2010
$
|
December 31,
2009
$
|
|||||||
Current
Assets
|
83,395
|
11,908
|
||||||
Current
Liabilities
|
400,532
|
180,391
|
||||||
Working
Capital (Deficit)
|
(317,137
|
)
|
(168,483
|
)
|
As at
September 30, 2010, the Company had current assets of $83,395, comprised of cash
of $19,226 and prepayment of future services totaling $64,169. The Company
had current liabilities of $400,532 comprised of accounts payable and accrued
liabilities of $71,898, amounts due to related parties of $129,117, notes
payable of $144,890, and convertible note payable and resulting derivative
liability totaling $54,627.
The
increase in working capital deficit from $168,483 at December 31, 2009 to
$317,137 at September 30, 2010 is attributed to additional debt financing
received from the Company to settle outstanding day-to-day operating costs of
the Company.
The
amount of working capital that we will need to operate for the next twelve
months is approximately $500,000. Of that amount, we estimate that
approximately $75,000 will be needed to pay
for the costs of being a public reporting company. The balance of our
working capital will be used to pay programming costs for a new version of
software and our legal fees and expenses, accounting fees and server costs,
which are basically the Company’s only other expenses. We intend to
obtain working capital from AGS Capital Group, LLC pursuant to an equity
financing agreement that we hope to enter into with AGS Capital
Group.
Cash
Flows
Nine months Ended
September 30,
2010
$
|
Nine months
Ended September
30,
2009
$
|
|||||||
Cash
Flows from (used in) Operating Activities
|
(223,418
|
)
|
(67,828)
|
|||||
Cash
Flows from (used in) Investing Activities
|
(12,886
|
)
|
-
|
|||||
Cash
Flows from (used in) Financing Activities
|
230,708
|
73,615
|
||||||
Effect
of Exchange Rate Changes on Cash
|
24,707
|
(5,898
|
)
|
|||||
Net
Increase (decrease) in Cash During Period
|
19,111
|
(111
|
)
|
During
the nine months ended September 30, 2010, the Company used cash of $223,418 for
operating activities compared to $67,828 for the nine months ended September 30,
2009. The increase in the cash used for operating activities was
attributed to the fact that the Company increased its level of operating
activity during the current year as a significant amount of time was spent in
the prior year relating to the acquisition transaction that finalized on
September 9, 2009.
During
the nine months ended September 30, 2010, the Company used cash of $12,886 for
the purchase of additional property and equipment compared to no investing
activities during the nine months ended September 30, 2009.
16
During
the nine months ended September 30, 2010, the Company received cash of $230,708
from financing activities compared to $73,615 during the nine months ended
September 30, 2009. The increase in cash from financing activities is
attributed to proceeds of $50,000 received from the convertible note payable,
bearing interest at 8% per annum and due in April 2011, proceeds of $132,890
from various notes payable to non-related party of which interest ranges from
8-10% per annum and are due on demand, as well as proceeds of $47,818 from
related parties for financing of the Company’s day-to-day operations. In
the prior year, the Company received $32,800 from the issuance of 28,700,000
common shares, $12,000 from a note payable from a former director of the
Company, and $27,595 from related parties.
Our
auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
For
the Fiscal Years Ended December 31, 2009, and December 31, 2008
Sales Revenue and Gross
Profit
December 31,
2009
$
|
December 31,
2008
$
|
|||||||
Sales
Revenue
|
120,719 | 152,981 | ||||||
Cost
of Goods Sold
|
24,235 | 25,019 | ||||||
Gross
Profit
|
96,484 | 127,962 | ||||||
Gross
Profit Margin
|
79.9 | % | 83.6 | % |
During the year ended December 31,
2009, we generated sales revenue of $120,719 as compared to $152,981 during the
year ended December 31, 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 has
not generated revenues for us.
The
overall gross profit margin decreased during fiscal 2009 as a result of
increasing competition, as the cost of entry for blogging is quite low given the
advance of technology and the use of internet as a medium for social networking
and communication.
Operating Expenses and Net
Comprehensive Loss
During
the year ended December 31, 2009, we incurred general and administrative
expenses of $253,713 as compared to $258,949 during the year ended December 31,
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, were consistent
year-to-year as the nature of the Company’s operations did not change
significantly.
The net
loss for the year ended December 31, 2009 was $163,498 as compared to $128,533
for the year ended December 31, 2008. The overall increase in net loss was due
to a decrease in sales revenue and costs incurred with respect to the due
diligence and finalization of the merger transaction on September 9, 2009.
Assets, Liabilities, and
Working Capital
As at
December 31, 2009, the Company had total assets of $14,163 as compared to total
assets of $13,747 as at December 31, 2008. Overall, the Company’s cash balance
was consistent to the prior year.
17
As of
December 31, 2009, the Company had total liabilities of $180,391 as compared to
total liabilities of $110,422 as at December 31, 2008. The increase in total
liabilities was attributed to increases in financing from related parties of
$69,977 that were used to support the ongoing working capital of the
Company.
As at
December 31, 2009, the Company had a working capital deficit of $168,483 as
compared to $100,166 as at December 31, 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 December 31, 2009, the Company incurred $101,876 of cash for
operating activities as compared to $16,109 during the year ended December 31,
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 December 31, 2009, the Company incurred no cash for investing
activities compared to $1,905 during the year ended December 31, 2008 relating
to the purchase of computer and office equipment.
Cashflows from Financing
Activities
During
the year ended December 31, 2009, the Company received $106,878 of cash from
financing activities compared to $14,863 during the year ended December 31,
2008. The increase in cash proceeds from financing activities was attributed to
an increase of $70,655 of proceeds from related parties.
LIQUIDITY
AND CAPITAL RESOURCES
We
believe that our existing working capital and cash available from operations
will not enable us to meet our working capital requirements for at least the
next 12 months. We need funding to complete our new software and capital
for our new sales office in U.S. that we opened in January. We intend to
obtain this capital from AGS Capital Group, LLC (“AGS”) pursuant to a Reserve
Equity Financing Agreement dated December 13, 2010 (“Equity Financing
Agreement”) that we entered into with AGS. Under the Equity Financing
Agreement, AGS has committed to purchase up to $5 million of our registered,
free trading common stock, effective upon this registration statement going
effective.
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.
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 our
investors.
Critical Accounting
Policies
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes for the reporting period. Significant areas
requiring the use of management estimates relate to the valuation of its mineral
leases and claims and our ability to obtain final government permission to
complete the project.
18
Stock-Based
Compensation
The
Company records stock-based compensation in accordance with ASC 718, Compensation – Stock
Compensation, using the fair value method. All transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.
Recent Accounting
Pronouncements
In March
2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives.” The amendments in
this Update are effective for each reporting entity at the beginning of its
first fiscal quarter beginning after June 15, 2010. Early adoption is
permitted at the beginning of each entity’s first fiscal quarter beginning after
issuance of this Update. The Company does not expect the provisions of ASU
2010-11 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10),
“Consolidation (Topic 810): Amendments for Certain Investment Funds.” The
amendments in this Update are effective as of the beginning of a reporting
entity’s first annual period that begins after November 15, 2009 and for interim
periods within that first reporting period. Early application is not
permitted. The Company’s adoption of provisions of ASU 2010-10 did not
have a material effect on the financial position, results of operations or cash
flows.
In
February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic
855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No.
2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate
subsequent events through the date that the financial statements are issued and
removes the requirement for an SEC filer to disclose a date, in both issued and
revised financial statements, through which the filer had evaluated subsequent
events. The adoption did not have an impact on the Company’s financial position
and results of operations.
In
January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements
and Disclosure, to require reporting entities to separately disclose the amounts
and business rationale for significant transfers in and out of Level 1 and Level
2 fair value measurements and separately present information regarding purchase,
sale, issuance, and settlement of Level 3 fair value measures on a gross basis.
This standard, for which the Company is currently assessing the impact, is
effective for interim and annual reporting periods beginning after December 15,
2009 with the exception of disclosures regarding the purchase, sale, issuance,
and settlement of Level 3 fair value measures which are effective for fiscal
years beginning after December 15, 2010.
In
January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or
after December 15, 2009 and is to be applied on a retrospective basis. The
adoption of this standard is not expected to have a significant impact on the
Company’s financial statements.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This standard
is effective commencing January 1, 2011 and is not expected to have a material
effect on the Company’s financial statements.
19
In
October 2009, the FASB issued an amendment to the accounting standards related
to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard is effective commencing
January 1, 2011 and is not expected to have a material effect on the Company’s
financial statements.
In August
2009, the FASB issued an amendment to the accounting standards related to the
measurement of liabilities that are recognized or disclosed at fair value on a
recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009 and is not expected to have a material effect on the Company’s
financial statements.
Going
Concern
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue any extensive acquisitions and activities. For these reasons, the
independent auditors' report accompanying our December 31, 2009 and December 30,
2008 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared “assuming that we will continue as a
going concern,” which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
Future
Financings
We will
continue to rely on equity sales of our common shares in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to existing stockholders. There is no assurance that we will achieve
any additional sales of the equity securities or arrange for debt or other
financing to fund planned acquisitions and exploration activities.
PLAN
OF OPERATION AND FUNDING
Existing
working capital, cash flow from operations, further advances from the bank, as
well as debt instruments or stock subscriptions are expected to be adequate to
fund our operations over the next twelve months. Generally, we have financed
operations to date through the proceeds of stock subscriptions, bank financing
and related party loans.
In
connection with our business plan, management anticipates that administrative
expenses will increase over the next twelve months. Additional issuances of
equity or convertible debt securities may be required which will result in
dilution to our current shareholders. Furthermore, such securities might have
rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business opportunities, which could
significantly and materially restrict our business operations.
20
MATERIAL
COMMITMENTS
We do not
have any material commitments for the fiscal years ended December 31, 2009, and
2008.
Related
Party Loan
The
Company owed to the Directors and stockholders the following amounts on the
indicated dates:
December
31, 2008
|
$ | 6,255 | ||
December
31, 2009
|
$ | 81,299 |
Such
loans are unsecured, also, as of December 31, 2009, we had a loan from an
individual who was a former Director and Officer of the Company for $12,000. The
loan was provided for working capital purposes and carries an interest rate of
6% non-interest bearing, and have no terms for repayment. We anticipate that
this amount will continue to increase over the next 12 months.
PURCHASE
OF SIGNIFICANT EQUIPMENT
We do not
intend to purchase any significant equipment during the next twelve
months.
DESCRIPTION
OF BUSINESS
History
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
from North American manufacturers to the emerging markets of Russia, Ukraine and
other Eastern European countries. We planned to start with sale and distribution
of construction and household materials that would be used in “green
development” projects in the suburban areas surrounding Moscow,
Russia.
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 (“APS”). Pursuant to the terms and conditions of the Merger Agreement,
we issued, in exchange for all of the issued and outstanding shares of APS, (i)
an aggregate of 5,000,000 shares of our common stock to the shareholders of APS
(the “APS Shareholders”) on the basis of 50,000 restricted shares of the Company
for each one share held of record by the APS Shareholders and (ii) 3,000,000
shares of our common stock to the management of APS (“APS Management”). Further,
we changed our name to Bloggerwave, Inc. by filing a Certificate of Amendment
(the “Amendment”) to our Articles of Incorporation with the Secretary of State
of the State of Nevada on November 19, 2009. The Amendment also increased
the number of our authorized shares of common stock from 75,000,000 to
200,000,000. Following the consummation of the transactions contemplated by the
Merger Agreement (the “Merger”), APS became the Company’s wholly owned operating
subsidiary.
In
connection with changing the name of our Company and increasing the number of
authorized shares of our common stock through the filing of the Certificate, we
failed to comply with Section 14 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). 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 in accordance with Regulation 14C of the Exchange Act.
Although our Board of Directors (the “Board”) and the majority of our
stockholders approved the Merger Agreement, the name change, the increase in the
number of authorized shares and the 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, our then-existing directors resigned and concurrently
appointed Mr. Ulrik Svane Thomsen (“Mr. Thomsen”) and Mr. Jacob Lemmeke (“Mr.
Lemmeke”) as members of our Board. Pursuant to Rule 14f-1 promulgated under the
Exchange Act, we were required to notify our stockholders and file an
Information Statement on Schedule 14F with the SEC disclosing the change in
control of the Board. The Company effected the change in its Board without
complying with Rule 14f-1 promulgated under the Exchange Act.
21
Overview
Our
Company helps our clients, ranging from individuals to corporate clients,
harness the power of the Internet by leveraging the power and credibility of
blogs to promote products and services. We believe that 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. Because blogs are seen as independent, a blog
review is not perceived as blatant advertising, but as an unbiased opinion from
a trusted and credible blogger with a loyal, regular following. In this
marketing environment, where consumers increasingly turn to each other for
advice and recommendations for new products, we believe that tapping into the
millions of independent bloggers worldwide is the next step for any company
seeking to reach its targeted 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 such company’s specific products or services. We believe
that a blog about a company increases its Internet buzz, credibility, site hits,
ranking on search engines and ultimately, its bottom line.
We have
over 50,000 registered bloggers, and have served many well-known corporate
clients. We intend to maintain our competitive position in Europe and expand
into markets in Asia and the United States.
Our
Business
We were
founded to address an emerging trend on the Internet, namely the rise and power
of social media such as blogs, online communities and social networks such as
MySpace and Facebook, in an environment where consumers spend more and more
hours online and increasingly turn to the Internet for consumer guidance.
Our founders Messrs. Thomsen and Lemmeke saw these emerging forms of media as
new, unchartered platforms for lucrative advertising opportunities. Unlike
blatant or obtrusive advertising in the form of flashing or moving banner ads,
our founders believed that blogs can provide advertising via a subtle promotion
inside the media
itself. They perceived people being inundated with information and growing
weary and distrustful of advertising, and that consumers were increasingly
turning to their peers on the Internet for product reviews or opinions.
The Bloggerwave business model capitalizes on this paradigm shift in consumer
focus, targets the blogs (or consumer peers) directly for marketing
opportunities, and incentivizes bloggers with wide readerships to review, test
and/or promote certain products or services, and write about them on their
blogs.
We
believe that paying bloggers to write independently about a company’s products
or services is the ultimate publicity strategy because of the common perception
that blogs are independent and are an unbiased opinion from a trusted blogger
with a loyal, regular following, and thus are more credible than traditional
advertising. Further, the blogger benefits from writing about a company because
it increases its search engine ranking (“Search Engine Optimization”) and
Internet presence in general.
Model
We have
developed an innovative yet straightforward business model that helps companies
spread Internet ‘buzz’ about their products, brands and services. We believe
that marketers are increasingly realizing that blogs are gathering large, loyal
and youthful followings, and that we meet the needs of such companies wishing to
access these markets.
22
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 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, and Bloggerwave pays the
bloggers.
|
|
8.
|
Clients
are able to regularly review the progress of their blogging
campaigns.
|
23
Client
assignments are shown on a virtual notice board accessible to all registered
bloggers. The guidelines posted state exactly what the company wants to achieve,
including if certain photos, descriptions, and links are required. Furthermore,
a Bloggerwave team personally assists clients in writing the core copy and
choosing which type of blog is best suited for their purposes.
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.
Bloggerwave
for Bloggers:
More and
more people have their own blogs. Based on information available on www.alexa.com, there
are close to 200,000 new blogs being created every day.
Bloggers
are increasingly looking for potential revenue streams, such as by posting ads,
affiliate links and paid postings.
24
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.
The
Market for Bloggerwave
Social
Media Optimization
We
believe that companies that are always 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 such as blogs, online
communities and online social networks, etc. We perceive that progressive
companies that are “in the know” are increasingly accessing their markets
through viral marketing campaigns on YouTube, MySpace Facebook, and Twitter. We
believe that commercial blogging is a logical extension of this
trend.
We
believe that our Company is at the forefront of the developing industry Social
Media Optimization (SMO), which has become an integral part of Online Reputation
Management or Search Engine Reputation Management, which in turn are key
components to organizations that want to increase their online presence and
enhance their reputation. Furthermore, smart businesses are leveraging SMO
for more than just marketing. Used strategically, SMO can help a company with
its product and service development, brand building, customer satisfaction and
relations and business development. Bloggerwave enables companies to track how
their message is spreading around the Internet, including consumer
reactions. SMO not only influences brand awareness and reputation,
improves search engine ranking, enhances traffic for desired website, and
generates leads, but also improves internal communication and online sales very
effectively.
25
Why
Corporations are Increasingly Using SMO
|
1.
|
It
is 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 social
networks are sometimes even faster than the AP newswire. This impacts which news
is presented in a traditional sense. The geeks, webmasters and trendsetters are
now watching social media outlets and re-publishing to customer consumer
channels.
|
2.
|
Social
Media Optimization increases Return on
Investment
|
SMO has
resulted in positive Return on Investment that is compelling companies to invest
more in SMO. It has been observed that companies with higher levels of social
media activity increase their sales considerably, while the least active ones
see a drop in sales. The Economic Intelligence Unit claims that 80% of companies
believe that social media has the potential to increase company
revenue.
|
3.
|
The
Competition is Doing It
|
In a
March 2009 Forrester Research survey of a sample of 203 U.S. companies pursuing
online marketing, 40% were shown to be currently use SMO, 55% plan on using it
within the next 12 months, and 65% plan on using it after a year.
|
4.
|
More
Social = More Search
|
More
searches lead to more SMO, which leads to more customers and ultimately to
more business.
|
5.
|
Website
traffic
|
The
worldwide web is becoming more and more de-centralized. After consumers do their
initial searches through search engines such as Google, they start looking for
communities of likeminded people who are passionate and want to have a
conversation about companies, their products or something related. We believe
that companies need to be in these communities to increase traffic, and that SMO
can drive already-engaged and curious customers to company
websites.
SMO
–The Rising Numbers
SMO
marketing is a relatively new field that is closely associated with SEO
marketing, which engaging in strategies to ensure that a company’s name turns up
high on search engines. SMO marketing is considered the “next generation” of SEO
marketing.
The
following pages and charts list the top performing SEO marketing companies in
the United States and the United Kingdom. Because SMO is relatively new, no such
equivalent market data yet exists for SMO.
26
Top
5 U.S. SEO Companies:
Best
Search Engine Optimization Companies - November 2009
Source:
www.invisiblepr.com
Top
5 SEO U.K. Companies:
Best
Search Engine Optimization Companies- November 2009
Source:
www.invisiblepr.com
27
Competitive
Analysis
Although
Bloggerwave’s business plan has only been implemented since 2009, we have (i)
reached the milestone of acquiring 50,000 bloggers in our international networks
(refer to
http://finance.yahoo.com/news/Bloggerwave-Hits-Milestone-of-iw-1700578356.html?x=0&.v=1),
(ii) launched 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 acquired 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.
Our major
competitors, all of which are U.S.-based, consist of the following:
1.
PayPerPost
|
www.PayPerPost.com
|
2.
ReviewMe
|
www.reviewme.com
|
3.
SponsoredReview s
|
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 a
U.S.-based company with operations based in Europe, we believe that we are
better poised for growth due to our international presence and direct
access to advertising in international markets.
Multilingual
Bloggerwave
has English, Danish, Swedish and German websites. As a result, our advertisers
reach all four linguistic markets with one advertising assignment.
Personalized
Services
Each
client is assigned a personal Bloggerwave team that assists them in writing
their core advertising copy and provides input into which blogs are the best fit
for such client’s business purposes. In addition, 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 All in One
In
addition to advertising, clients can receive instant consumer feedback by
following their blogging campaigns since blog readers often post ‘reader
comments’ on blog product reviews.
28
Marketing
Strategy
Mission:
Our marketing mission is to attract more advertisers, and retain and enhance
existing relationships with advertisers
Marketing
objectives: Our marketing objectives are to:
|
·
|
Grow
revenue;
|
|
·
|
Increase
advertisers by 40% each year;
|
|
·
|
Create
and promote Bloggerwave brand recognition;
and
|
|
·
|
Penetrate
markets in US and Asia.
|
Keys to success:
We believe that the key to our success includes:
|
·
|
Exceeding
client expectations and emphasizing personalized service and
support;
|
|
·
|
Building
and maintaining personal relationships with
advertisers;
|
|
·
|
Providing
tailor-made campaigns and comprehensive, flexible services;
and
|
|
·
|
Attracting
more first-time clients and providing them with enough value to convert
them into repeat customers.
|
Target
markets:
Our
target market is the corporate advertising market.
Positioning:
Based on
our Company’s growth and rapid expansion, we believe that Bloggerwave has
already positioned itself in Europe as a premier corporate blogging company.
From this position, we plan to maintain and bolster our status in Europe, as
well as build our reputation in the United States and Asia.
Our
typical clients include large multinational firms that seek to bolster their
public image on the Internet, educate consumers about their products, and drive
sales.
Strategy:
We plan
to use a combination of targeted advertising, networking, Internet marketing and
press coverage to generate visibility and present our Company as a premier
business in the industry that offers custom, personalized services to its
corporate clients. Specifically, we plan to:
|
·
|
Advertise
in industry-specific journals;
|
|
·
|
Engage
in face-to face networking activities by leveraging existing relationships
and contacts;
|
|
·
|
Continuing
to attract bloggers by using, among other things, Google Ad words and
blogging campaigns;
|
|
·
|
Continue
to gain many of our initial clients through networking, referrals and cold
calls;
|
|
·
|
Regularly
informing the media of its unique business model to generate press
coverage and ‘buzz’;
|
29
|
·
|
Continuing
to engage in various Internet marketing strategies, such as blogging
campaigns and SEO; and
|
|
·
|
Establishing
strategic partnerships and strategic alliances to 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 mandate that
confidential information developed or made known during the course of a
relationship with us be kept confidential and not disclosed to third parties
except in specific circumstances, and that intellectual property rights
developed within the scope of the employment relationship be assigned to
us.
Employees
As of
February 1, 2011, we employed 2 full-time employees and no part-time employees,
and engaged two consultants. None of our employees are 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. Such third party consultants 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 at 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 corporate website at www.bloggerwaveinc.com
reasonably soon after filing such reports with the SEC.
*The
information on the websites listed above is not and should not be considered
part of this registration statement and is not incorporated by reference in this
document.
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.
30
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 marketplace. 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 us 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 effect on our business, results of operations and
financial condition.
LEGAL
PROCEEDINGS
We are
currently not involved in any litigation that we believe could have a materially
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our Company or any of our
subsidiaries, threatened against or affecting our Company, our common stock, any
of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could
have a material adverse effect.
MANAGEMENT
Directors
and Executive Officers
The
following table and biographical summaries set forth information, including
principal occupation and business experience, about our directors and executive
officers as of February 9, 2011.
Name
|
Age
|
Position
|
Held
Position Since
|
|||
Ulrik
Svane Thomsen
|
35
|
President,
Chief Executive Officer, Chief Financial Officer, Treasurer and
Director
|
September
2009
|
|||
Jacob
W. Lemmeke
|
35
|
Secretary
and Director
|
September
2009
|
Each
director serves until our next annual meeting of stockholders and until his or
her successor is elected and qualified. At the present time, members of our
Board of Directors (the “Board”) are not compensated for their services on the
Board.
Our Board
elects our officers and determines, among other things, such officer’s terms of
office.
Biographical
Information Regarding Officers and Directors
Ulrik Svane
Thomsen. Mr. Thomsen became our Chief Executive Officer, President, Chief
Financial Officer, Treasurer and a director of the Company in September 2009 as
the result of the merger between the Company and Bloggerwave APS, a Denmark
company that Mr. Thomsen co-founded with Mr. Lemmeke in 2007. 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. From 2000 to 2005, Mr. Thomsen worked as an IT Systems manager for
Marriott International, where his duties included system installations all over
Europe and Asia.
Mr.
Thomsen fulfilled a studentship at a.henriksen shipping a/s, a shipping company.
Mr. Thomsen has over eight years of experience as a certified IT manager,
working both in Denmark and throughout most of Europe.
31
In light
of Mr. Thomsen’s vast experience in the IT sector as detailed above, the
Company’s Board concluded that it was in the Company’s best-interest for him to
serve as a director.
Jacob W.
Lemmeke. Mr.
Lemmeke became our Secretary and a director of the Company in September 2009 as
the result of the merger between the Company and Bloggerwave APS, a Denmark
company that Mr. Lemmeke co-founded with Mr. Thomsen in 2007. Currently, Mr.
Lemmeke oversees the Company’s operations, where he leads interactive
advertising sales and strategic development (including partnerships with major
operators, publishers and ad networks) to amass a large base of users and create
compelling marketing opportunities for advertisers.
From 2004
to 2007, Mr. Lemmeke worked in Business Development and as a Sales Manager at
Wiseport, where he was responsible for all sales staff and mega chains in
Europe. From 2003 to 2004, Mr. Lemmeke worked as a sales consultant at
Mercoprint, where his duties included sales. The Board 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 involvement in founding
Bloggerwave APS.
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, and Jacob
W. Lemmeke, our Secretary and a Director.
Family
Relationship
There is
no familial relationship between or among the nominees, directors or executive
officers of the Company.
Advisory
Board
On
January 22, 2010, the Company established an Advisory Board, naming Ulrik Svane
Thomsen as Chairman of the Advisory Board. On the same date, the Company named
Mr. Peter Hewitt and Mr. Louis Yerolemou as members of the Advisory Board. Mr.
Hewitt and Mr. Yerolemou shall serve for a period of two years as advisors to
the Company for business development and growth strategies, as well as other
advisory services as determined from time to time by the Board. As consideration
for their involvement, both Mr. Hewitt and Mr. Yerolemou received a one-time
payment of US$10,000. It was later decided that Messrs. Hewitt and
Yerolemou were not needed on the Advisory Board, and they were thereafter
removed from the Advisory Board without cause.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
Section
16(a) of the Exchange Act requires our executive officers and directors and
persons who 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. To our
knowledge, all Section 16(a) filing requirements applicable to beneficial owners
of more than 10% of our common stock have been satisfied. Each of Mr.
Ulrik Svane Thomsen, our President, CEO, CFO, Treasurer and Director, and Mr.
Jacob W. Lemmeke, our Secretary and Director, filed a Form 5 on December 29,
2009, but neither have filed any reports since then to reflect their increase in
beneficial ownership from 500,000 shares of common stock each to 22,500,000
shares of common stock each. Messrs. Thomsen and Lemmeke have notified us
that they will file the appropriate reports within 30 days of the filing of this
registration statement.
Audit
Committee
The Board
intends to establish an Audit Committee, which will consist of
soon-to-be-nominated independent directors. The Audit Committee’s duties would
include, among other things, recommending to the Board the engagement of an
independent registered public accounting firm to audit the Company’s financial
statements and reviewing the Company’s accounting and auditing principles. The
Audit Committee would also 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 will at all times be composed exclusively of directors who are,
in the opinion of the Board, 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. At this time, the Company has not identified a financial
expert for the Audit Committee.
32
Compensation
Committee
The Board
intends to establish a Compensation Committee. 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 serves as a guideline
for employee conduct in accordance with our business values. We expect our
employee to 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:
(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)
|
has
been convicted in a criminal proceeding or subject to a pending criminal
proceeding;
|
(3)
|
has
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 or
her involvement in any type of business, securities or banking activities;
or
|
(4)
|
has
been found by a court of competent jurisdiction in a civil action, the SEC
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, which judgment has not been reversed,
suspended or vacated.
|
EXECUTIVE
COMPENSATION
The
following table sets forth information with respect to compensation paid by us
to our officers and directors during the two most recent fiscal years. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any.
Summary
Compensation Table
Name and Principal
|
Salary
|
Bonus
Awards
|
Stock
Awards
|
Other
Incentive
Comp.
|
Non-
Equity
Plan
Comp.
|
Nonqualified
Deferred
Earnings
|
All
Other
Comp.
|
Total
|
||||||||||||||||||||||||||
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||
Ulrik
Svane Thomsen (1)
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Chief
Executive Officer,
|
2009
|
4,588 | 0 | 0 | 0 | 0 | 0 | 0 | 4,588 | |||||||||||||||||||||||||
President,
Chief Financial
|
||||||||||||||||||||||||||||||||||
Officer,
Treasurer and Director
|
||||||||||||||||||||||||||||||||||
Jacob
W. Lemmeke (2)
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Secretary
and Director
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Nadezda
Bulichera (3)
Former
Chief Financial
Officer,
Treasurer, Principal
Accounting
Officer, Principal
Financial
Officer & Director
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Vasili
Borisov (4)
Former
Chief Executive
Officer,
President & Director
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1)
|
Mr.
Thomsen receives compensation of $0 monthly commencing in September
2009.
|
(2)
|
Mr.
Lemmeke receives compensation of $0 monthly commencing in September
2009.
|
(3)
|
On
September 9, 2009, Ms. Nadezda Bulichera resigned from all positions with
the Company.
|
(4)
|
On
September 9, 2009, Mr. Vasili Borisov resigned from all positions with the
Company.
|
33
There are
no employment contracts, compensatory plans or arrangements, including payments
to be received from the Company with respect to any executive officer, that
would result in payments to such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiary, any change in control, or a change in the person’s responsibilities
following a change in control of the Company.
Outstanding
Equity Awards at Fiscal Year-End
No named
executive officer received any equity awards, or holds exercisable or
unexercisable options, as of the year ended September 30, 2010.
Compensation
of Directors
Our
directors receive no extra compensation for their service on our
Board.
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.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
There
have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Regulation S-K.
With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions in the following manor:
|
·
|
disclosing
such transactions in reports where
required;
|
|
·
|
disclosing
in any and all filings with the SEC, where
required;
|
|
·
|
obtaining
disinterested directors’ consent;
and
|
|
·
|
obtaining
shareholder consent where
required.
|
34
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
Executive
Officers, Directors, and More than 5% Beneficial Owners
The
following table sets forth certain information regarding beneficial ownership of
our common stock as of February 9, 2011: (i) by each of our directors, (ii) by
each named executive officer, (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. Unless otherwise indicated, each of the persons listed below has sole
voting and investment power with respect to the shares of our common stock
beneficially owned:
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
|
22,500,000 | 16.59 | % | |||||
Jacob
W. Lemmeke
Sortevej
3
3070
Snekkersten, Denmark
|
22,500,000 | 16.59 | % | |||||
All
executive officers and directors as a group (2 persons)
|
45,000,000 | 33.18 | % | |||||
Beneficial
Shareholders greater than 5%
|
||||||||
Sapiens
Alliance Ltd. (2)
Akara
Bldg., 24 De Castro Street
Wickhams
Cay I
Road
town, Tortola,
British
Virgin Islands
|
10,500,000 | 7.74 | % | |||||
Allen
Silberstein (3)
c/o
AGS Capital Group, LLC
2
Water Street, Suite 17G
New
York, NY 10004
|
11,976,000 | 8.83 | % | |||||
Svaneco
(4)
Akara
Bldg., 24 De Castro Street
Wickhams
Cay I
Road
town, Tortola,
British
Virgin Islands
|
10,500,000 | 7.74 | % |
(1)
|
Applicable
percentage of ownership is based on 135,625,000 shares of common stock
outstanding on February 9, 2011. In accordance with the rules of the SEC,
shares of common stock issuable upon exercise or conversion of securities
within 60 days of February 9, 2011 are deemed to be beneficially owned by
the person holding such securities for the purpose of computing the
percentage of beneficial ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.
|
(2)
|
Rene
Lauritsen, 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.
|
35
(3)
|
Mr.
Allen Silberstein directly holds 5,988,000 shares of the Company’s common
stock. He is the Founder, Principal, Chief Executive Officer and
Chief Investment Officer of AGS Capital Group, LLC (“AGS”), which holds
5,988,000 shares of the Company’s common stock. Therefore, Mr.
Silberstein may be deemed to beneficially own the 5,988,000 shares of
common stock held by AGS. Mr. Silberstein disclaims any beneficial
ownership of the shares held by
AGS.
|
(4)
|
Jesper
Svane, a resident of Denmark, has dispositive and voting power over the
shares of Svaneco Ltd., a BVI company, of which he is the
director.
|
Changes
in Control
We know
of no plans or arrangements that will result in a change of control of our
Company.
DESCRIPTION
OF SECURITIES
The
Company is authorized to issue 200,000,000 shares of $0.001 par value common
stock. As of February 9, 2011, the Company had 135,625,000 shares of common
stock outstanding. No shares of preferred stock have been
authorized.
Common
Stock
Each
holder of our common stock is entitled to one vote for each share owned on all
matters voted upon by the stockholders, and a majority vote is required for all
actions to be taken by the stockholders. In the event we liquidate, dissolve or
wind-up our operations, the holders of the common stock are entitled to share
equally and ratably in our assets, if any, remaining after the payment of all
our debts and liabilities and the liquidation preference of any shares of
preferred stock that may then be outstanding. The common stock has no preemptive
rights, no cumulative voting rights, and no redemption, sinking fund, or
conversion provisions. Since the holders of common stock do not have cumulative
voting rights, holders of more than 50% of the outstanding shares can elect all
of our directors, and the holders of the remaining shares by themselves cannot
elect any directors. Holders of common stock are entitled to receive dividends,
if and when declared by the Board, out of funds legally available for such
purpose, subject to the dividend and liquidation rights of any preferred stock
that may then be outstanding. The shares of our common stock presently
outstanding, and any shares of our common stock issues upon exercise of stock
options and/or warrants, will be fully paid and non-assessable.
THE
AGS TRANSACTION
The
Company entered into a Reserve Equity Financing Agreement (the “Equity Financing
Agreement”) and a Registration Rights Agreement (the “Registration Rights
Agreement”), each dated December 13, 2010, with AGS Capital Group, LLC
(“AGS).
Under the
terms of the Equity Financing Agreement, AGS has committed, subject to certain
conditions, to purchase up to $5 million (the “Commitment Amount”) of the
Company’s common stock. Although the Company is not obligated to sell
shares of its common stock to AGS under the Equity Financing Agreement, the
Equity Financing Agreement gives the Company the option to sell to AGS shares of
its common stock at a per share purchase price equal to 87% of the lowest
closing bid price during the five consecutive trading days after the day that
the common stock that is being advanced by the Company has been cleared at AGS’
brokerage account. AGS is not required to purchase the Company’s shares of
common stock unless such shares have been registered for resale under the
Securities Act of 1933, as amended (the “Securities Act”).
The
Equity Financing Agreement is effective upon the date (the “Effective Date”)
that the Securities and Exchange Commission (the “SEC”) declares effective this
registration statement registering the sale of the Company’s common stock to be
issued in connection with the Equity Financing Agreement. This
registration statement must remain in effect until all of the common stock has
been sold or may be sold without restriction under Rule 144. The Equity
Financing Agreement terminates upon the earlier of (i) the first day of the
month next following the 36-month anniversary of the Effective Date and (ii) the
date on which AGS has funded the maximum Commitment Amount in the
aggregate. Despite the foregoing, under certain conditions, the Company
may terminate the Equity Financing Agreement effective upon fifteen trading
days’ prior written notice to AGS. In addition, the Equity Financing
Agreement can be terminated by the mutual written consent of the Company and
AGS.
36
The
Company may, at any time prior to the one-year anniversary of the Effective
Date, provide written notice to AGS that it wishes to increase the Commitment
Amount, at which time the Commitment Amount shall be deemed increased; provided that the Company has
the ability to register the additional Commitment Amount in a registration
statement.
As a
condition to the Equity Financing Agreement, the directors and officers of the
Company are required to enter into a lock-up agreement (the “Lock-up
Agreement”). Each of Ulrik Svane Thomsen, the President, Chief Executive
Officer, Chief Financial Officer, Treasurer and a Director of the Company, and
Jacob W. Lemmeke, the Secretary and a Director of the Company, has entered into
the Lock-up Agreement, pursuant to which each has agreed to refrain, for a
period commencing on December 13, 2010 and expiring upon the termination of the
Equity Financing Agreement, from selling, assigning, pledging or otherwise
transferring any shares of common stock of the Company without the prior written
consent of AGS, except
in accordance of the volume limitations set forth in Rule 144(e) promulgated
under the Securities Act.
The
foregoing description is qualified in its entirety by reference to the full text
of the Equity Financing Agreement and the Registration Rights Agreement, both of
which are filed as exhibits to this registration statement and incorporated
herein by reference.
SELLING
STOCKHOLDER
The
following table presents information regarding selling stockholder AGS Capital
Group, LLC (“AGS”). Neither the selling stockholder nor any of its
affiliates has held a position or office, or had any other material
relationship, with us. The selling stockholder may elect to sell none,
some or all of the shares offered under this prospectus and we cannot estimate
the number of shares of common stock that the selling stockholder will
beneficially own after termination of sales under this prospectus. For
purposes of the table below, we have assumed that, after completion of the
offering, none of the shares covered by this prospectus will be held by the
selling stockholder.
Selling
Stockholder
|
Shares
Beneficially
Owned
Before
Offering
|
Percentage
of
Outstanding
Shares
Beneficially
Owned
Before
Offering
|
Shares
to be Sold in the
Offering
Assuming The
Company
Issues The
Maximum
Number of
Shares
being Registered
Under
the
Reserve
Equity Financing
Agreement
|
Percentage
of
Outstanding
Shares
Beneficially
Owned
After
Offering
|
||||||||||||
AGS
Capital Group, LLC (1)
|
5,988,000 | 4.42 | % | 21,199,500 | 20 | % |
(1)
|
Allen
Silberstein is the Founder, Principal, Chief Executive Officer and Chief
Investment Officer of AGS Capital Group, LLC and is deemed to be the
beneficial owner of all of the shares of common stock owned by AGS. Mr.
Silberstein has voting and disposition power over the shares being offered
under this prospectus.
|
PLAN
OF DISTRIBUTION
The
common stock offered by this prospectus is being offered by selling stockholder
AGS Capital Group, LLC. The common stock may
be sold or distributed from time to time by the selling stockholder directly to
one or more purchasers or through brokers, dealers or underwriters who may act
solely as agents at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, at negotiated prices or at fixed
prices, which may be changed. The sale of the common stock offered by this
prospectus may be effectuated in one or more of the following
methods:
37
|
·
|
ordinary
brokers’ transactions;
|
|
·
|
transactions
involving cross or block trades;
|
|
·
|
through
brokers, dealers or underwriters who may act solely as
agents;
|
|
·
|
“at
the market” into an existing market for the common
stock;
|
|
·
|
in
other ways not involving market makers or established business markets,
including direct sales to purchasers or sales effected through
agents;
|
|
·
|
in
privately negotiated transactions;
or
|
|
·
|
any
combination of the foregoing.
|
In order
to comply with the securities laws of certain states, if applicable, the shares
of common stock may be sold only through registered or licensed brokers or
dealers. In addition, in certain states, the shares of common stock may
not be sold unless they have been registered or qualified for sale in the state
or an exemption from the registration or qualification requirement is available
and complied with.
Brokers,
dealers, underwriters or agents participating in the distribution of the shares
as agents may receive compensation in the form of commissions, discounts or
concessions from the selling stockholder and/or purchasers of the common stock
for whom the broker-dealers may act as agent. The compensation paid to a
particular broker-dealer may be less than or in excess of customary
commissions.
AGS is an
“underwriter” within the meaning of the Securities Act.
Neither
we nor AGS can presently estimate the amount of compensation that any agent will
receive. We know of no existing arrangements between AGS, any other
shareholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the shares offered by this prospectus. At the time a
particular offer of shares is made, a prospectus supplement, if required, will
be distributed that will set forth the names of any agents, underwriters or
dealers and any compensation from the selling stockholder, and any other
required information.
We will
pay all of the expenses incident to the registration, offering and sale of the
shares to the public other than commissions or discounts of underwriters,
broker-dealers or agents. We have also agreed to indemnify AGS and related
persons against specified liabilities, including liabilities under the
Securities Act.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons, we have been
advised that in the opinion of the SEC this indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
AGS has
agreed not to engage in any short sales of our common stock during the term of
the Equity Financing Agreement.
We have
advised AGS that while it is engaged in a distribution of the shares included in
this prospectus, it is required to comply with Regulation M promulgated under
the Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the selling stockholder, any affiliated purchasers, and
any broker-dealer or other person who participates in the distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or
purchases made in order to stabilize the price of a security in connection with
the distribution of that security. All of the foregoing may affect the
marketability of the shares offered hereby this prospectus.
38
This
offering will terminate on the date that all shares offered by this prospectus
have been sold by AGS.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
On April
7, 2010, M&K CPAS, PLLC (“MKC”) was engaged as the Company’s registered
independent public accountant and the Davis Accounting Group P.C.,
which is currently known as Etania Audit Group P.C. (“DAG”), was
dismissed as the Company’s registered independent public accountant. The
decisions to appoint MKC and dismiss DAG were approved by the Board on April 7,
2010.
Other
than the disclosure of uncertainty regarding the ability for us to continue as a
going concern which was included in our accountant’s report on the financial
statements for the past two years, DAG's reports on the Company’s financial
statements for the years ended December 31, 2009 and 2008 did not contain an
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles. For the two most
recent fiscal years and any subsequent interim period through DAG's termination
on April 7, 2010, DAG disclosed the uncertainty regarding the ability of the
Company to continue as a going concern in its accountant’s report on the
financial statements.
In
connection with the audit and review of the financial statements of the Company
through April 7, 2010, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with DAG's opinion to the subject
matter of the disagreement.
In
connection with the audited financial statements of the Company for the years
ended December 31, 2009 and 2008 and interim unaudited financial statements
through April 7, 2010, there have been no reportable events with the Company as
set forth in Item 304(a)(1)(v) of Regulation S-K.
Prior to
April 7, 2010, the Company did not consult with MKC regarding (1) the
application of accounting principles to a specified transactions, (2) the type
of audit opinion that might be rendered on the Company’s financial statements,
(3) written or oral advice was provided that would be an important factor
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issues, or (4) any matter that was the subject of a
disagreement between the Company and its predecessor auditor as described in
Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K.
LEGAL
MATTERS
The
validity of the shares of our common stock offered by the selling stockholder
has been passed upon by the law firm of Lucosky Brookman LLP.
EXPERTS
Our
consolidated financial statements included in this prospectus as of December 31,
2009 and 2008 have been audited by Davis Accounting Group P.C. and currently
known as Etania Audit Group P.C., an independent registered public accounting
firm, and are included herein in reliance upon the authority as experts in
giving said reports.
ADDITIONAL
INFORMATION
We have
filed with the SEC a registration statement on Form S-1 under the Securities Act
for the common stock offered by this prospectus. This prospectus does not
contain all of the information in the registration statement and the exhibits
and schedule that were filed with the registration statement. For further
information with respect to our common stock and our Company, we refer you to
the registration statement and the exhibits that were filed with the
registration statement. Statements contained in this prospectus about the
contents of any contract or any other document that is filed as an exhibit to
the registration statement are not necessarily complete, and we refer you to the
full text of the contract or other document filed as an exhibit to the
registration statement. A copy of the registration statement and the exhibits
that were filed with the registration statement may be inspected without charge
at the public reference facilities maintained by the SEC, at 100 F Street N.E.,
Washington, D.C. 20549, and copies of all or any part of the registration
statement may be obtained from the SEC for free at the SEC’s website,
www.sec.gov. Information regarding the operation of the Public Reference
Room may be obtained by calling the SEC at 1(800) SEC-0330. The SEC
maintains a web site that contains reports, proxy and information statements,
and other information regarding registrants that file electronically with the
SEC. The address of the site is http://www.sec.gov. We are subject to the
information and periodic reporting requirements of the Exchange Act and, in
accordance with the requirements of the Exchange Act, file periodic reports,
proxy statements, and other information with the SEC. These periodic reports,
proxy statements, and other information are available for inspection and copying
at the regional offices, public reference facilities and web site of the SEC
referenced above.
39
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
UNAUDITED
FINANCIAL STATEMENTS
September
30, 2010
Balance
Sheets as of September 30, 2010 and December 31, 2009.
|
F-2
|
Statements
of Operations and Other Comprehensive (Loss) for the Three and Nine Months
Ended September 30, 2010 and 2009.
|
F-3
|
Statements
of Cash Flows for the Nine Months Ended September 30, 2010 and
2009.
|
F-4
|
Notes
to Financial Statements
|
F-5
|
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
AUDITED
FINANCIAL STATEMENTS
December
31, 2009
Report
of Registered Independent Auditors
|
F-11
|
Restated
Financial Statements-
|
|
Balance
Sheets as of December 31, 2009, and 2008.
|
F-12
|
Statements
of Operations and Other Comprehensive (Loss) for the Years Ended December
31, 2009, and 2008
|
F-13
|
Statements
of Stockholders’ (Deficit) for the Years Ended December 31, 2009, and
2008
|
F-14
|
Statements
of Cash Flows for the Years Ended December 31, 2009, and
2008
|
F-15
|
Notes
to Financial Statements December 31, 2009, and 2008
|
F-16
|
F-1
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Balance
Sheets
(unaudited)
September 30,
2010
$
|
December 31,
2009
$
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
19,226
|
115
|
||||||
Accounts
receivable
|
–
|
9,282
|
||||||
Prepaid
expenses
|
64,169
|
2,511
|
||||||
Total
Current Assets
|
83,395
|
11,908
|
||||||
Property
and Equipment, net
|
12,363
|
2,255
|
||||||
Total
Assets
|
95,758
|
14,163
|
||||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
26,558
|
6,150
|
||||||
Accrued
liabilities
|
45,340
|
79,612
|
||||||
Deferred
revenues
|
–
|
1,330
|
||||||
Due
to related parties
|
129,117
|
81,299
|
||||||
Notes
payable
|
144,890
|
12,000
|
||||||
Convertible
note payable
|
14,151
|
–
|
||||||
Derivative
liability
|
40,476
|
–
|
||||||
Total
Liabilities
|
400,532
|
180,391
|
||||||
Stockholders’
Deficit
|
||||||||
Common
Stock
|
||||||||
Authorized:
200,000,000 common shares, with par value $0.001 per share
|
||||||||
Issued
and outstanding: 85,000,000 and 84,700,000 shares,
respectively
|
85,000
|
84,700
|
||||||
Additional
paid in capital
|
(29,233
|
)
|
(111,733
|
)
|
||||
Common
stock issuable
|
35,000
|
35,000
|
||||||
Accumulated
comprehensive income
|
25,328
|
230
|
||||||
Deficit
|
(420,869
|
)
|
(174,425
|
)
|
||||
Total
Stockholders’ Deficit
|
(304,774
|
)
|
(166,228
|
)
|
||||
Total
Liabilities and Stockholders’ Deficit
|
95,758
|
14,163
|
(The
accompanying notes are an integral part of these financial
statements)
F-2
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Statements
of Operations
(unaudited)
For the Three
Months Ended
September 30,
2010
|
For the Three
Months Ended
September 30,
2009
|
For the Nine
Months Ended
September 30,
2010
|
For the Nine
Months Ended
September 30,
2009
|
|||||||||||||
$
|
$
|
$
|
$
|
|||||||||||||
Revenue
|
7,603
|
17,974
|
125,767
|
56,500
|
||||||||||||
Cost
of goods sold
|
2,641
|
2,943
|
37,130
|
11,697
|
||||||||||||
Gross
profit
|
4,962
|
15,031
|
88,637
|
44,803
|
||||||||||||
Operating
Expenses
|
||||||||||||||||
Bad
Debt
|
–
|
–
|
4,758
|
–
|
||||||||||||
Depreciation
|
1,396
|
344
|
3,169
|
581
|
||||||||||||
General
and Administrative
|
89,839
|
151,861
|
316,556
|
182,805
|
||||||||||||
91,235
|
152,205
|
299,155
|
183,386
|
|||||||||||||
Loss
from Operations
|
(86,273
|
)
|
(137,174
|
)
|
(235,846
|
)
|
(138,583
|
)
|
||||||||
Other
Expenses
|
||||||||||||||||
Interest
and accretion expense
|
(8,629
|
)
|
(1,093
|
)
|
(10,598
|
)
|
(1,497
|
)
|
||||||||
Net
Loss
|
(94,902
|
)
|
(138,267
|
)
|
(246,444
|
)
|
(140,080
|
)
|
||||||||
Other
Comprehensive Income (Loss)
|
||||||||||||||||
Foreign
currency translation
|
(16,690
|
)
|
(5,134
|
)
|
25,328
|
670
|
||||||||||
Comprehensive
Income (Loss)
|
(111,592
|
)
|
(143,401
|
)
|
(221,116
|
)
|
(139,410
|
)
|
||||||||
Net
Loss Per Share – Basic and Diluted
|
–
|
–
|
–
|
–
|
||||||||||||
Weighted
Average Shares Outstanding
|
85,000,000
|
84,700,000
|
84,873,400
|
84,700,000
|
(The
accompanying notes are an integral part of these financial
statements)
F-3
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Statements
of Cash Flows
(unaudited)
For the Nine Months Ended
September 30,
2010
|
For the Nine Months Ended
September 30,
2009
|
|||||||
$
|
$
|
|||||||
Operating
Activities
|
||||||||
Net
loss for the period
|
(246,444
|
)
|
(140,080
|
)
|
||||
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||||
Depreciation
|
3,169
|
581
|
||||||
Accretion
expense
|
5,209
|
–
|
||||||
Change
in fair value of derivative liability
|
(582
|
)
|
–
|
|||||
Shares
issued for services
|
82,800
|
–
|
||||||
Net
assets assumed on recapitalization
|
61,145
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||
Amounts
receivable
|
9,282
|
6,364
|
||||||
Prepaid
expense
|
(61,658
|
)
|
400
|
|||||
Accounts
payable
|
20,408
|
(9,017
|
)
|
|||||
Accrued
liabilities
|
(34,272
|
)
|
17,704
|
|||||
Deferred
revenues
|
(1,330
|
)
|
(4,925
|
)
|
||||
Net
Cash Used In Operating Activities
|
(223,418
|
)
|
(67,828
|
)
|
||||
Investing
Activities
|
||||||||
Purchase
of property and equipment
|
(12,886
|
)
|
–
|
|||||
Net
Cash Used In Investing Activities
|
(12,886
|
)
|
–
|
|||||
Financing
Activities
|
||||||||
Bank
indebtedness
|
–
|
1,290
|
||||||
Proceeds
from note payable
|
182,890
|
12,000
|
||||||
Proceeds
from related parties, net
|
47,818
|
27,525
|
||||||
Proceeds
from issuance of common shares
|
–
|
32,800
|
||||||
Net
Cash Provided By Financing Activities
|
230,708
|
73,615
|
||||||
Effect
of exchange rates on cash
|
24,707
|
(5,898
|
)
|
|||||
Increase
(Decrease) in Cash
|
19,111
|
(111
|
)
|
|||||
Cash
– Beginning of Period
|
115
|
111
|
||||||
Cash
– End of Period
|
19,226
|
–
|
||||||
Supplemental
Disclosures
|
||||||||
Interest
paid
|
–
|
–
|
||||||
Income
tax paid
|
–
|
–
|
||||||
Non-cash
investing and financing activities
|
||||||||
Discount
on convertible note
|
50,000
|
–
|
(The
accompanying notes are an integral part of these financial
statements)
F-4
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Notes to
the Financial Statements
September
30, 2010
(unaudited)
1.
Nature of Operations and Continuance of Business
Bloggerwave
Inc. (the “Company”) 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 on August 23, 2007. In accordance with the terms and provisions
of the Merger Agreement, the Company: (i) issued an aggregate of 35,000,000
shares of its common stock to the shareholders of Bloggerwave on the basis of
350,000 restricted shares of the Company for each one share held of record by
the Bloggerwave Shareholder; and (ii) issued 21,000,000 shares of its common
stock to the management of Bloggerwave. As a result of the Merger
Agreement, the Company changed its name to Bloggerwave Inc. by way of
Certificate of Amendment to its Articles of Incorporation filed with the Nevada
Secretary of State on November 19, 2009.
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.
Going
Concern
As at
September 30, 2010, the Company has a working capital deficiency of $317,137 and
has an accumulated deficit of $420,869. The Company's ability to continue as a
going concern is dependent upon the Company's ability to obtain additional
financing and/or achieving a profitable level of operations. These factors raise
substantial doubt regarding the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States. These financial
statements include the accounts of the Company and its subsidiaries. All
significant intercompany balances and transactions have been eliminated. The
Company’s fiscal year-end is December 31.
b)
Use of Estimates
The
preparation of these financial statements in accordance with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses in the reporting period. The Company regularly evaluates estimates and
assumptions related to the useful life of long-lived assets, stock-based
compensation, and deferred income tax asset valuation allowances.. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities. The actual results experienced by the Company
may differ materially and adversely from the Company’s estimates. To the extent
there are material differences between the estimates and the actual results,
future results of operations will be affected.
c)
Interim Financial Statements
These
interim unaudited financial statements have been prepared on the same basis as
the annual financial statements and in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the Company’s financial position, results of operations and cash
flows for the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for any future
period.
F-5
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Notes to
the Financial Statements
September
30, 2010
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
d)
Cash and Cash Equivalents
Cash
consists of bank accounts held at financial institutions in the United States
and Denmark. The Company considers all highly liquid instruments with a maturity
of three months or less, at the time of issuance, to be cash equivalents.
e)
Accounts Receivable
Accounts
receivable comprise of receivables from customers recorded on services provided
by the Company. All accounts receivable are net 30 days. Management
reviews the collectability of all accounts receivable on a periodic basis, and
records a provision for doubtful accounts if there is uncertainty as to the
collection of outstanding amounts. As at September 30, 2010, the allowance
for doubtful accounts was $nil (September 30, 2009 - $ nil).
f)
Property and Equipment
Property
and equipment consists of computer equipment and are recorded at cost and is
depreciated using the straight-line method over the estimated useful life of 3
years. Maintenance and repairs are charged to expense as incurred.
g)
Long-Lived Assets
In
accordance with ASC 360, Property Plant and Equipment,
the Company tests long-lived assets or asset groups for recoverability when
events or changes in circumstances indicate that their carrying amount may not
be recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset and
its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not recoverable and
exceeds fair value.
h)
Comprehensive Loss
ASC 220,
Comprehensive Income,
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at September 30, 2010 and
December 31, 2009, the Company had other comprehensive income (loss) relating to
foreign currency translation.
i)
Stock-based Compensation
The
Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based
Compensation, using the fair value method. All transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable.
j)
Revenue Recognition
The
Company recognizes revenue from marketing and promotion services. Revenue
will be recognized only when the price is fixed and determinable, persuasive
evidence of an arrangement exists, the service has been provided, and
collectability is assured. The Company is not exposed to any credit risks
as amounts are prepaid prior to performance of services.
F-6
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Notes to
the Financial Statements
September
30, 2010
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
k)
Financial Instruments
Pursuant
to ASC 820, Fair Value
Measurements and Disclosures and ASC 825, Financial Instruments, an
entity is required to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a
fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. ASC 820 and 825
prioritizes the inputs into three levels that may be used to measure fair
value:
Level
1
Level 1
applies to assets or liabilities for which there are quoted prices in active
markets for identical assets or liabilities.
Level
2
Level 2
applies to assets or liabilities for which there are inputs other than quoted
prices that are observable for the asset or liability such as quoted prices for
similar assets or liabilities in active markets; quoted prices for identical
assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which
significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
Level
3
Level 3
applies to assets or liabilities for which there are unobservable inputs to the
valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.
The
Company’s financial instruments consist principally of cash, accounts
receivable, accounts payable, accrued liabilities amounts due to related
parties, and loans payable to related parties. Pursuant to ASC 820 and 825, the
fair value of our cash is determined based on “Level 1” inputs, which consist of
quoted prices in active markets for identical assets. We believe that the
recorded values of all of our other financial instruments approximate their
current fair values because of their nature and respective maturity dates or
durations.
l)
Foreign Currency Translation
The
Company’s functional currency is the Danish krone, and its reporting currency is
the United States dollar. Monetary balance sheet items expressed in foreign
currencies are translated into US dollars at the exchange rates in effect at the
balance sheet date. Non-monetary assets and liabilities are translated at
historical rates. Revenues and expenses are translated at average rates for the
period, except for amortization, which is translated on the same basis as the
related asset. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination
of income.
m)
Derivative Liability
The
Company records derivatives at their fair values on the date that they meet the
requirements of a derivative instrument and at each subsequent balance sheet
date. Any change in fair value is recorded as non-operating, non-cash
income or expense at each reporting period.
F-7
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Notes to
the Financial Statements
September
30, 2010
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
n)
Recently Issued Accounting Pronouncements
In
October 2009, FASB issued an amendment to the accounting standards related to
the accounting for revenue in arrangements with multiple deliverables including
how the arrangement consideration is allocated among delivered and undelivered
items of the arrangement. Among the amendments, this standard eliminated the use
of the residual method for allocating arrangement considerations and requires an
entity to allocate the overall consideration to each deliverable based on an
estimated selling price of each individual deliverable in the arrangement in the
absence of having vendor-specific objective evidence or other third party
evidence of fair value of the undelivered items. This standard also provides
further guidance on how to determine a separate unit of accounting in a
multiple-deliverable revenue arrangement and expands the disclosure requirements
about the judgments made in applying the estimated selling price method and how
those judgments affect the timing or amount of revenue recognition. This
standard, for which the Company is currently assessing the impact, will become
effective on January 1, 2011.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective on January 1, 2011.
In
January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or
after December 15, 2009 and is to be applied on a retrospective basis. The
adoption of this standard is not expected to have a significant impact on the
Company’s financial statements.
In
January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements
and Disclosure, to require reporting entities to separately disclose the amounts
and business rationale for significant transfers in and out of Level 1 and Level
2 fair value measurements and separately present information regarding purchase,
sale, issuance, and settlement of Level 3 fair value measures on a gross basis.
This standard, for which the Company is currently assessing the impact, is
effective for interim and annual reporting periods beginning after December 15,
2009 with the exception of disclosures regarding the purchase, sale, issuance,
and settlement of Level 3 fair value measures which are effective for fiscal
years beginning after December 15, 2010.
In
February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic
855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No.
2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate
subsequent events through the date that the financial statements are issued and
removes the requirement for an SEC filer to disclose a date, in both issued and
revised financial statements, through which the filer had evaluated subsequent
events. The adoption did not have an impact on the Company’s financial position
and results of operations.
In
February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10),
“Consolidation (Topic 810): Amendments for Certain Investment Funds.” The
amendments in this Update are effective as of the beginning of a reporting
entity’s first annual period that begins after November 15, 2009 and for interim
periods within that first reporting period. Early application is not
permitted. The Company’s adoption of provisions of ASU 2010-10 did not
have a material effect on the financial position, results of operations or cash
flows.
F-8
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Notes to
the Financial Statements
September
30, 2010
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
n)
Recently Issued Accounting Pronouncements
In March
2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives.” The amendments in
this Update are effective for each reporting entity at the beginning of its
first fiscal quarter beginning after June 15, 2010. Early adoption is
permitted at the beginning of each entity’s first fiscal quarter beginning after
issuance of this Update. The Company does not expect the provisions of ASU
2010-11 to have a material effect on the financial position, results of
operations or cash flows of the Company.
The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial statements.
o)
Reclassifications
Certain
reclassifications have been made to the prior period’s financial statements to
conform to the current period’s presentation.
3.
Property and Equipment
Net Book Value
|
||||||||||||||||
Cost
$
|
Accumulated
Amortization
$
|
September 30,
2010
$
|
December 31, 2009
$
|
|||||||||||||
Computers
and equipment
|
16,752 | 4,389 | 12,363 | 2,255 |
4.
Notes Payable
(a)
As at September 30, 2010, the Company owes $12,000 to a former director and
officer of the Company for working capital purposes. The amounts owing are
unsecured, due interest at 6% per annum, and due on demand. As at
September 30, 2010, the Company recorded accrued interest of $662.
(b)
As at September 30, 2010, the Company owes $120,910 to a non-related party.
The amounts owing are unsecured, due interest at 10% per annum, and due in
one year. As at June 30, 2010, the Company recorded accrued interest of
$3,827.
(c)
As at September 30, 2010, the Company owes $11,980 to a non-related party.
The amounts owing are unsecured, due interest at 10% per annum, and due
within ten days of written notice by the note holder. As at June 30, 2010,
the Company recorded accrued interest of $465.
F-9
Bloggerwave
Inc.
(formerly
Elevated Concepts, Inc.)
Notes to
the Financial Statements
September
30, 2010
(unaudited)
5.
Convertible Note Payable and Derivative Liability
On July
22, 2010, the Company entered into a note payable with an non-related party for
$50,000. Under the terms of the note, the amount is unsecured, due interest at
8% per annum, and is due on April 26, 2011. If the note is not repaid as at
April 26, 2011, the interest rate would increase to 22% per annum. The note is
convertible into common shares of the Company at a conversion price equal to 60%
of the market price, where market price is defined as the lowest three share
prices in the last ten days of active trading.
In
accordance with ASC 470-20, Debt with Conversions and Other
Options, the Company determined that the existence of a convertibility
feature resulted in a derivative liability. The fair value of the
derivative liability was determined using pricing models which incorporate the
Company’s stock price, credit risk, volatility, and transaction details such as
contractual terms, maturity dates, and future cash flows, as well as assumptions
regarding probabilities of certain outcomes relating to the derivative
liabilities. As at September 30, 2010, the Company recorded the fair value
of the derivative liability of $40,476, accretion expense of $5,209, and
recorded an adjustment for the fair value of the derivative liability of
$582.
6.
Related Party Transactions
As at
September 30, 2010, the Company owes $129,117 (2009 - $81,299) to directors and
officers of the Company for working capital purposes. The amounts owing
are unsecured, non-interest bearing, and due on demand.
7.
Common Stock
(a)
On June 8, 2010, the Company issued 300,000 common shares with a value of
$82,800 as part of the terms of the consulting agreement, as noted in Note 8.
The common shares have been valued based on the end-of-day market price on
the date of issuance.
(b)
On January 20, 2010, the Company and its Board of Directors approved a 7-for-1
forward stock split of its issued and outstanding common stock. The effect
of the forward stock split increased the number of issued and outstanding common
stock from 12,100,000 common shares to 84,700,000 common shares and has been
applied on a retroactive basis to the Company’s inception.
8.
Commitment
On June
8, 2010, the Company entered into a consulting agreement (the “Agreement”) with
Envisionte, LLC, a limited liability company incorporated in Arizona, to assist
with the Company’s business development for a period of six months from the date
of the Agreement. Under the terms of the Agreement, the Company shall pay
$120,000 and issue 300,000 common shares of the Company (issued as per Note
7(a)).
9.
Subsequent Events
Subsequent
to September 30, 2010, the Company issued 3,500,000 common shares that were
authorized and recorded as common stock issuable as part of the shares to be
issued as part of the acquisition transaction in September
2009.
F-10
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 December 31, 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 December 31, 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 the 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 December 31,
2009, and 2008, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 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 a significant source of revenues to
cover its operating costs. As such, it has incurred an operating loss since
inception. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
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 (35,000,000 shares
post forward stock split) 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 December 31, 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 December 31, 2009, and 2008, have been restated to
correct the error.
Respectfully
submitted,
/s/
Etania Audit Group P.C. (Formerly Davis Accounting Group P.C.)
Cedar
City, Utah,
March 26,
2010, except for Note 3, for
which the
date is November 5, 2010.
F-11
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
BALANCE
SHEETS - RESTATED (NOTES 2 AND 3)
AS
OF DECEMBER 31, 2009, AND 2008
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalent
|
$ | 115 | $ | 111 | ||||
Accounts
receivable - Trade
|
9,282 | 10,145 | ||||||
Prepaid
expenses
|
2,511 | - | ||||||
Total
current assets
|
11,908 | 10,256 | ||||||
Property
and Equipment:
|
||||||||
Computer
& office equipment
|
3,866 | 4,121 | ||||||
Less
- Accumulated depreciation
|
(1,611 | ) | (1,030 | ) | ||||
Net
property and equipment
|
2,255 | 3,091 | ||||||
Other
Assets:
|
||||||||
Security
deposit
|
- | 400 | ||||||
Total
other assets
|
- | 400 | ||||||
Total
Assets
|
$ | 14,163 | $ | 13,747 | ||||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Bank
line of credit
|
$ | - | $ | 7,899 | ||||
Accounts
payable - Trade
|
6,150 | 12,827 | ||||||
Accrued
liabilities
|
79,612 | 72,119 | ||||||
Deferred
revenues
|
1,330 | 6,255 | ||||||
Due
to related party - Director and stockholder
|
81,299 | 11,322 | ||||||
Loan
from stockholder
|
12,000 | - | ||||||
Total
current liabilities
|
180,391 | 110,422 | ||||||
Total
liabilities
|
180,391 | 110,422 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
(Deficit):
|
||||||||
Common
stock, par value $0.001 per share, 200,000,000 shares authorized;
84,700,000 and 56,000,000 shares issued and outstanding in 2009 and 2008,
respectively
|
84,700 | 56,000 | ||||||
Common
stock issuable - 35,000,000 shares in 2009 and 2008,
respectively
|
35,000 | 35,000 | ||||||
Discount
on common stock
|
(111,733 | ) | (63,065 | ) | ||||
Accumulated
other comprehensive income
|
230 | 5,228 | ||||||
Accumulated
(deficit)
|
(174,425 | ) | (129,838 | ) | ||||
Total
stockholders' (deficit)
|
(166,228 | ) | (96,675 | ) | ||||
Total
Liabilities and Stockholders' (Deficit)
|
$ | 14,163 | $ | 13,747 |
The
accompanying notes to the financial statements are an integral part of these
balance sheets.
F-12
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
STATEMENTS
OF OPERATIONS AND OTHER COMPREHENSIVE (LOSS) -
RESTATED
(NOTES 2 AND 3)
FOR
THE YEARS ENDED DECEMBER 31, 2009, AND 2008
Years
Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Sales,
net
|
$ | 120,719 | $ | 152,981 | ||||
Cost
of Goods Sold
|
24,235 | 25,019 | ||||||
Gross
Profit
|
96,484 | 127,962 | ||||||
Selling,
General and Administrative expenses
|
253,713 | 258,949 | ||||||
(Loss)
from Operations
|
(157,229 | ) | (130,987 | ) | ||||
Other
income (expense):
|
||||||||
Interest
(expense)
|
(1,271 | ) | (808 | ) | ||||
Provision
for Income Taxes
|
- | - | ||||||
Net
(Loss)
|
(158,500 | ) | (131,795 | ) | ||||
Other
Comprehensive (Loss):
|
||||||||
Foreign
currency translation
|
(4,998 | ) | 3,262 | |||||
Total
Comprehensive (Loss)
|
$ | (163,498 | ) | $ | (128,533 | ) | ||
(Loss)
Per Common Share:
|
||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
113,016,438 | 73,691,257 |
The
accompanying notes to the financial statements are an integral part of these
statements.
F-13
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
STATEMENTS
OF STOCKHOLDERS' (DEFICIT) - RESTATED (NOTES 2 AND 3)
FOR
THE YEARS ENDED DECEMBER 31, 2009, AND 2008
Accumulated
|
||||||||||||||||||||||||||||||||
Other
|
||||||||||||||||||||||||||||||||
Common
Stock
|
Common
Stock - Issuable
|
Discount
on
|
Comprehensive
|
Accumulated
|
||||||||||||||||||||||||||||
Description
|
Shares
|
Amount
|
Shares
|
Amount
|
Common
stock
|
Income
(Loss)
|
(Deficit)
|
Total
|
||||||||||||||||||||||||
Balance
- December 31, 2007
|
21,000,000 | $ | 21,000 | 35,000,000 | $ | 35,000 | $ | (33,065 | ) | $ | 1,966 | $ | 1,957 | $ | 26,858 | |||||||||||||||||
Common
stock issued for cash
|
35,000,000 | 35,000 | - | - | (30,000 | ) | - | - | 5,000 | |||||||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | 3,262 | - | 3,262 | ||||||||||||||||||||||||||
Net
(loss) for the period
|
- | - | - | - | - | - | (131,795 | ) | (131,795 | ) | ||||||||||||||||||||||
Balance
- December 31, 2008
|
56,000,000 | 56,000 | 35,000,000 | 35,000 | (63,065 | ) | 5,228 | (129,838 | ) | (96,675 | ) | |||||||||||||||||||||
Common
stock issued for cash
|
28,700,000 | 28,700 | - | - | 4,100 | - | - | 32,800 | ||||||||||||||||||||||||
Impact
of recapitalization from reverse merger
|
- | - | - | - | (52,768 | ) | - | 113,913 | 61,145 | |||||||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | - | - | (4,998 | ) | - | (4,998 | ) | ||||||||||||||||||||||
Net
(loss) for the period
|
- | - | - | - | - | - | (158,500 | ) | (158,500 | ) | ||||||||||||||||||||||
Balance
- December 31, 2009
|
84,700,000 | $ | 84,700 | 35,000,000 | $ | 35,000 | $ | (111,733 | ) | $ | 230 | $ | (174,425 | ) | $ | (166,228 | ) |
The
accompanying notes to the financial statement is an integral part of these
statements.
F-14
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
STATEMENTS
OF CASH FLOWS - RESTATED (NOTES 2 AND 3)
FOR
THE YEARS ENDED DECEMBER 31, 2009, AND 2008
Years
Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Operating
Activities:
|
||||||||
Net
(loss)
|
$ | (158,500 | ) | $ | (131,795 | ) | ||
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||||||
Depreciation
|
581 | 415 | ||||||
Impact
of recapitalization from reverse merger
|
61,145 | - | ||||||
Changes
in net assets and liabilities:
|
||||||||
Accounts
receivable - Trade
|
863 | 67,536 | ||||||
Prepaid
expenses
|
(2,511 | ) | - | |||||
Security
deposit and other
|
655 | (400 | ) | |||||
Accounts
payable - Trade
|
(6,677 | ) | 10,203 | |||||
Accrued
liabilities
|
7,493 | 31,677 | ||||||
Deferred
revenues
|
(4,925 | ) | 6,255 | |||||
Net
Cash (Used in) Operating Activities
|
(101,876 | ) | (16,109 | ) | ||||
Investing
Activities:
|
||||||||
Purchases
and adjustments of computer equipment
|
- | (1,905 | ) | |||||
Net
Cash (Used in) Investing Activities
|
- | (1,905 | ) | |||||
Financing
Activities:
|
||||||||
Proceeds
from the issuance of common stock
|
32,800 | 5,000 | ||||||
Payments
on bank line of credit
|
(7,899 | ) | (1,459 | ) | ||||
Proceeds
from Director and stockholder
|
81,977 | 11,322 | ||||||
Net
Cash Provided by Financing Activities
|
106,878 | 14,863 | ||||||
Effect
of Exchange Rate Changes on Cash
|
(4,998 | ) | 3,262 | |||||
Net
Increase in Cash and Equivalent
|
4 | 111 | ||||||
Cash
and Cash Equivalent - Beginning of Period
|
111 | - | ||||||
Cash
and Cash Equivalent - End of Period
|
$ | 115 | $ | 111 | ||||
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 35,000,000 shares of its common stock
(post forward stock split) to the shareholders of Bloggerwave ApS on the basis
of 350,000 restricted shares of the Company (post forward stock split) for each
one share held of record by the Bloggerwave ApS shareholder; and, 21,000,000
shares of its common stock (post forward stock split) to the management of
Bloggerwave ApS. The 35,000,000 shares of common stock (post forward stock
split) related to the Merger Agreement were deemed as issuable by the Company,
and the 21,000,000 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
statements.
F-15
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 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”). In accordance with the terms and provisions of
the Merger Agreement, the Company was to: (i) issue an aggregate of 35,000,000
shares of its common stock (post forward stock split) to the shareholders of
Bloggerwave on the basis of 350,000 restricted shares of the Company (post
forward stock split) for each one share held of record by the Bloggerwave
Shareholder; and (ii) issue 21,000,000 shares of its common stock (post forward
stock split) to the management of Bloggerwave. 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 December 31, 2009, and 2008, and the operations for the years ended
December 31, 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 December 31, 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-16
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
Impairment
of Long-lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives at each balance sheet date. The Company records an
impairment or change in useful life whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable or the useful life has
changed. For the years ended December 31, 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 December 31, 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 (FASB
ASC 830-30), “ Foreign
Currency Translation.” The Company’s functional currency is the Danish
Krone (DKK). Under SFAS No. 52 (FASB ASC 830-30), 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 year ended December 31, 2009, and 2008.
F-17
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
Comprehensive
Income (Loss)
The
Company has adopted FASB Statement No. 130 (FASB ASC 220), “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 December 31, 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 FASB Statement No. 109 (FASB ASC
740), “ Accounting for Income
Taxes.” Under SFAS No. 109 (FASB ASC 740), 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 reliability 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
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of December 31, 2009, and 2008, and revenues and
expenses for the years ended December 31, 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 an accumulated (deficit) through December 31, 2009,
amounting to $(174,425). Since its organization and incorporation, the Company
has initiated its activities in developing an innovative straightforward
business model that helps companies spread Internet buzz about their products,
brands, and services. Marketers realize that blogs are gathering large, loyal,
and youthful followings. Bloggerwave is the key for companies wishing to access
this market.
While
management of the Company believes that the Company will be successful in its
operating activities, there can be no assurance that it will be successful in
the development of its sales such that it will generate sufficient revenues to
sustain its operations. The management of the Company plans to continue to
provide for its capital needs by the issuance of common stock and related party
advances.
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. 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.
F-18
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
(3)
Restatement
On
September 9, 2009, as a condition of the completion of the Merger Agreement
between the Company and Bloggerwave ApS, 21,000,000 million shares of common
stock of the Company (post forward stock split) were to be issued to the
management of Bloggerwave ApS, with an additional 35,000,000 shares of common
stock (post forward stock split) to be issued to the stockholders of Bloggerwave
ApS. Upon subsequent review of the stockholder records, the 35,000,000 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
December 31, 2009, and 2008. The Company corrected the error by increasing
common stock issuable in the Stockholders’ (Deficit) section of the accompanying
balance sheets by 35,000,000 shares with a value of $5,000, as of December 31,
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 December
31, 2009, and 2008, were also adjusted by 35,000,000 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 December 31, 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 December 31, 2009, from $(116,967) to $(158,500),
and the net loss for the year ended December 31, 2008, from $(16,464) to
$(131,795). The impact on the increases in net loss for the years effected was
offset by corresponding adjustments to 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 years
ended December 31, 2009, and 2008, remained unchanged at $(0.00) per share, and
$(0.00) per share, respectively
(4)
Loans from Directors and Officers
As of
December 31, 2009, and 2008, loans from an individual who is a Director and
officer of the Company amounted to $81,299, and $6,255, respectively. The loans
were provided for working capital purposes, and are unsecured, non-interest
bearing, and have no terms for repayment.
As of
December 31, 2009, a loan from an individual who is a former Director and
officer of the Company amounted to $12,000. The loan was provided for working
capital purposes, and bears an interest rate of 6 percent.
(5)
Common Stock
On
September 9, 2009, as part of the Merger Agreement, the Company changed the
number of authorized shares of common stock from 75,000,000 shares with a par
value of $0.001 per share to 200,000,000 with a par value of $.001 per share. No
other classes of stock are authorized. As of December 31, 2009, the Company had
not granted any stock options or recorded any stock-based
compensation.
On
January 20, 2010, the Company affected a 7-for-1 forward stock split of its
issued and outstanding common stock. The accompanying financial statements have
been adjusted accordingly to reflect this forward stock split.
In June
2008, the Company issued 17,500,000 shares of its common stock (post forward
stock split) to its former Director, President, and CEO at par value. The
transaction was valued at $2,500.
In June
2008, the Company issued 17,500,000 shares of its common stock (post forward
stock split) to its former Director, Secretary, Chief Financial Officer,
Treasurer, and Principal Accounting Officer at par value. The transaction was
valued at $2,500.
F-19
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
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
28,000,000 shares, and a maximum of 350,000,000 shares of common stock (post
forward stock split), par value $0.001 per share, and raise up to $400,000 in
proceeds from the sale of common stock at $0.001 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 350,000,000 shares of its common stock (post
forward stock split). 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 28,700,000 shares of its common stock
(post forward stock split) for proceeds of $32,800.
On
September 9, 2009, the Company entered into a Merger Agreement with Bloggerwave
ApS. In accordance with the terms and provisions of the Merger Agreement, the
Company: (i) issued an aggregate of 35,000,000 shares of its common stock (post
forward stock split) to the shareholders of Bloggerwave ApS (the “Bloggerwave
Shareholders”) on the basis of 350,000 restricted shares of the Company (post
forward stock split) for each one share held of record by the Bloggerwave
Shareholders; and (ii) issued 21,000,000 shares of its common stock (post
forward stock split) to the management of Bloggerwave ApS. The Company completed
the issuance of the 21,000,000 shares of common stock (post forward stock split)
to the management of Bloggerwave ApS. The issuance of the 35,000,000 shares of
common stock (post forward stock split) 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 December 31, 2009, and 2008, and the operations for the years ended
December 31, 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 December 31, 2009, and
2008, were as follows (assuming a 15 percent effective tax rate):
Years
Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Current
Tax Provision
|
||||||||
Federal
|
||||||||
Taxable
Income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal-
|
||||||||
Loss
carryforward
|
$ | 23,775 | $ | 19,769 | ||||
Change
in valuation allowance
|
(23,775 | ) | (19,769 | ) | ||||
Total
deferred tax provision
|
$ | - | $ | - |
F-20
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
The
Company had deferred income tax assets as of December 31, 2009, and 2008, as
follows:
As
of
|
As
of
|
|||||||
December
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Loss
carryforwards
|
$ | 43,251 | $ | 19,476 | ||||
Less
- Valuation allowance
|
(43,251 | ) | (19,476 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the year ended December 31, 2009, and 2008, because it is not presently
known whether future taxable income will be sufficient to utilize the loss
carryforwards.
As of
December 31, 2009, and 2008, the Company had approximately $174,425 and
$129,838, 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 December 31, 2009, and December 31, 2008, the
Company owed $81,299 and $11,322, respectively, to an individual who is a
Director and officer of the Company.
As
described in Note 5, the Company issued 17,500,000 shares of its common stock
(post forward stock split) to its former Director, President, and Chief
Executive Officer at par value. The transaction was valued at
$2,500.
As
described in Note 5, the Company issued 17,500,000 shares of its common stock
(post forward stock split) to its former Director, Secretary, Chief Financial
Officer, Treasurer, and Principal Accounting Officer at par value. The
transaction was valued at $2,500.
As
described in Note 4, On December 31, 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
On April
16, 2009, the Company entered into an Authorized Reseller Agreement
(“Agreement”) with an unrelated third party. The Agreement grants to 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
In March
2008, the FASB issued FASB Statement No. 161 (FASB ASC 815), “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133.”
SFAS No. 161 (FASB ASC 815) 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 (FASB ASC 815)
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 (FASB ASC 815) 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.
F-21
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
On May 9,
2008, the FASB issued FASB Statement No. 162 (FASB ASC 105), “ The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 (FASB ASC 105) 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 (FASB ASC 105), 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 (FASB ASC 105) 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 (FASB ASC 105) 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 944), “ Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60 .” SFAS
No. 163 (FASB ASC 944) 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 (FASB ASC 944) 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. 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 (FASB ASC 944) 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 (FASB ASC 944) 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 (FASB ASC 944). 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.
F-22
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
On May
22, 2009, the FASB issued FASB Statement No. 164 (FASB ASC 958), “ Not-for-Profit Entities: Mergers and
Acquisitions ”. SFAS No. 164 (FASB ASC 958) 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 or 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.
SFAS No.
164 (FASB ASC 958) is effective for mergers occurring on or after December 15,
2009, and acquisitions for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2009. Early application is prohibited. The management of the Company does
not expect the adoption of this pronouncement to have material impact on its
financial statements.
On May
28, 2009, the FASB issued FASB Statement No. 165 (FASB ASC 855), “ Subsequent Events .” SFAS No.
165 (FASB ASC 855) 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,
SFAS No. 165 (FASB ASC 855) 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 pronouncement did not have a material impact on the financial statements of
the Company.
In June
2009, the FASB issued FASB Statement No. 166 (FASB ASC 860), “ Accounting for Transfers of
Financial Assets – an amendment of FASB Statement No. 140 .” SFAS No. 166
(FASB ASC 860) 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 810), "Amendments to FASB Interpretation
No. 46(R ).” SFAS No. 167 (FASB ASC 810) 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.
F-23
BLOGGERWAVE
INC.
(FORMERLY
ELEVATED CONCEPTS, INC.)
NOTES TO
FINANCIAL STATEMENTS - RESTATED
DECEMBER
31, 2009, AND 2008
In June
2009, the FASB issued FASB Statement No. 168 (FASB ASC 105), " The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162 .” SFAS No. 168 (FASB ASC 105)
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 (FASB ASC 105) 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 financial statements of the Company.
(10) Subsequent
Events
On
January 20, 2010, the Company effected a 7-for-1 forward stock split of its
issued and outstanding common stock. The accompanying financial statements have
been adjusted accordingly to reflect this forward stock split.
On
January 22, 2010, the Company entered into an Advisory Board Member Agreement
with Peter Hewitt ("Hewitt Agreement"). Per the terms of the Hewitt Agreement,
Mr. Hewitt shall serve for a period of two years as an advisor to the Company
for business development and growth strategies, and other advisory services as
determined from time to time by the Board of Directors. As consideration for the
Hewitt Agreement, Mr. Hewitt will receive a one-time payment of $10,000, and
211,750 shares of the Company's common stock (post forward stock
split).
On
January 22, 2010, the Company entered into an Advisory Board Member Agreement
with Midstone Consulting Ltd., the principal of which is Louis Yerolemou
("Yerolemou Agreement"). Per the terms of the Yerolemou Agreement, Mr. Yerolemou
shall serve for a period of two years as an advisor to the Company for business
development and growth strategies, and other advisory services as determined
from time to time by the Board of Directors. As consideration for the Yerolemou
Agreement, Mr. Yerolemou will receive a one-time payment of $10,000, and 211,750
shares of the Company's common stock (post forward stock split).
On
January 27, 2010, the Board of Directors of the Company approved a change
in the Company's fiscal year end from September 30th to December
31st.
On
January 28, 2010, the Company announced that it had received its new symbol, and
that its common stock was now trading under the symbol BLGW.OB.
On
February 9, 2010, the Company announced the appointment of Peter Hewitt to its
newly created Advisory Board.
On
February 11, 2010, the Company announced the appointment of Louis Yeromelou to
its newly created Advisory Board.
On
February 22, 2010, the Company announced that it has relocated its corporate
headquarters to Mountainview, CA.
On March
2, 2010, the Company announced the opening of new office space in Denmark to
accommodate the Registrants business growth.
On March
4, 2010, the Company announced it had launched a new corporate website created
for shareholders and potential investors.
On March
16, 2010, the Company announced that it had extended its contract with
Buzzamedia, a viral marketing platform in Scandinavia. The contract will include
all of Scandinavia and the United Kingdom.
On March
18, 2010, the Company announced that it had contracted to run all marketing and
advertising in 2010 for “Green Hearts Natural Charcoal Briquettes,” a barbeque
product created for the American market.
F-24
27,187,500 Shares
PROSPECTUS
, 2011
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Indemnification
of Directors and Officers.
The
Company’s Bylaws provide for indemnification of current and former directors
(and, at the discretion of the Board, current officers, employees and agents)
against certain liabilities. Pursuant to the Bylaws, such individuals will be
indemnified for any action, judgment, criminal proceeding or administrative
action, including an action by or in the right of the Company, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him in connection with
the action, suit or proceeding in arising from such person’s position with the
Company. The Board may also cause the Company to indemnify current or
former directors and officers, employees and agents of a corporation of which
the Company is or was a shareholder.
The
Company’s Articles of Incorporation, as amended, further provides that no
director or officer of the Company shall be personally liable to the Company or
its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the liability of any director
or officer (i) for acts or omissions that involve intentional misconduct, fraud
or a knowing violation of law or (ii) the payment of dividends in violation of
Section 78.300 of the of the Nevada Revised Statues.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Other
Expenses of Issuance and Distribution.
The
estimated expenses payable by us in connection with the registration of the
shares is as follows:
SEC
Registration
|
$ | 47.35 | ||
Accounting
Fees and Expenses
|
$ | 1,000 | ||
Legal
Fees and Expenses
|
$ | 25,000 | ||
Printing
Costs
|
$ | 0 | ||
Miscellaneous
Expenses
|
$ | 500 | ||
Total
|
$ | 26,547.35 |
Recent
Sales of Unregistered Securities.
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 (“APS”). Pursuant to the terms and conditions of the Merger Agreement,
we issued, in exchange for all of the issued and outstanding shares of APS, (i)
an aggregate of 5,000,000 shares of our common stock to the shareholders of APS
(the “APS Shareholders”) on the basis of 50,000 restricted shares of the Company
for each one share held of record by the APS Shareholders and (ii) 3,000,000
shares of our common stock to the management of APS (“APS
Management”).
The
shares of common stock were issued in reliance upon the exemption from
securities registration afforded by the provisions of Section 4(2) of the
Securities Act, and/or Regulation D, as promulgated by the SEC under the
Securities Act.
On
January 22, 2010, the Company entered into advisory board member agreements with
two individuals. Pursuant to the terms of the agreements, the Company
issued an aggregate amount of 211,750 shares of the Company’s common stock to
each respective advisor, for an aggregate issuance of 423,500 shares of the
Company’s common stock.
The
shares of common stock were issued in reliance upon the exemption from
securities registration afforded by the provisions of Section 4(2) of the
Securities Act, and/or Regulation D, as promulgated by the SEC under the
Securities Act.
On June
8, 2010, the Company entered into a consulting agreement with Envisionte, LLC,
an Arizona limited liability company (“Envisionte”). Pursuant to the terms and
conditions of the consulting agreement, the Company issued 300,000 shares of the
Company’s common stock to Envisionte.
The
shares of common stock were issued in reliance upon the exemption from
securities registration afforded by the provisions of Section 4(2) of the
Securities Act, and/or Regulation D, as promulgated by the SEC under the
Securities Act.
Exhibits.
Exhibit
No.
|
Description
|
|
2.1
|
Merger
Agreement between Elevated Concepts, Inc. and Bloggerwave, Inc. dated
September 9, 2009 (Incorporated by reference to the Company’s Current
Report on Form 8-K, as filed with the SEC on September 14,
2009)
|
|
3.1
|
Articles
of Incorporation, dated July 2, 2006 (Incorporated by reference to
the Company’s Registration Statement on Form S-1, as filed with the SEC on
October 14, 2008).
|
|
3.2
|
Certificate
of Amendment to Articles of Incorporation, dated November 19, 2009
(Incorporated by reference to the Company’s Form 10-KT/A filed November
19, 2010)
|
|
3.3
|
Bylaws
(Incorporated by reference to the Company’s Registration Statement on
Form S-1, as filed with the SEC on October 14, 2008).
|
|
5.1
|
Form
of Legal Opinion of Lucosky Brookman LLP*
|
|
10.1
|
Authorized
Reseller Agreement between Elevated Concepts Inc. and
Salomatkin& Partners, dated April 16, 2009
(Incorporated by reference to the Company’s Current Report on Form
8-K, as filed with the SEC on April 20, 2009).
|
|
10.2
|
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)
|
|
10.3
|
Advisory
Board Member Agreement between Bloggerwave, Inc. and Midstone Consulting,
Ltd. dated January 22, 2010 (Incorporated by reference to the
Company’s Current Report on Form 8-K, as filed with the SEC on February
11, 2010).
|
|
10.4
|
Consulting
Agreement between Bloggerwave, Inc and Envisionte, LLC dated June 8, 2010
(Incorporated by reference to the Company’s Current Report on Form
8-K, as filed with the SEC on June 14, 2010).
|
|
10.5
|
Form
of Subscription Agreement (Incorporated by reference to the Company’s
Registration Statement on Form S-1/A, as filed with the SEC on October 20,
2008).
|
|
10.6
|
Form
of Subscription Agreement (Incorporated by reference to the Company’s
Registration Statement on Form S-1/A, as filed with the SEC on October 21,
2008).
|
|
10.7
|
Reserve
Equity Financing Agreement, dated December 13, 2010, by and between
Bloggerwave, Inc. and AGS Capital Group, LLC (Incorporated by
reference to the Company’s Current Report on Form 8-K, as filed with the
SEC on February 11, 2011).
|
|
10.8
|
Registration
Rights Agreement, dated December 13, 2010, by and between Bloggerwave,
Inc. and AGS Capital Group, LLC (Incorporated by reference to the
Company’s Current Report on Form 8-K, as filed with the SEC on February
11, 2011).
|
|
21.1
|
List
of Subsidiaries (Incorporated by reference to the Company’s Form 10-SB/A,
as filed with the SEC on April 18, 2007).
|
|
23.1
|
Consent
of M&K CPAS, PLLC*
|
Undertakings.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
|
i.
|
To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
|
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement.
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
ii.
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
iii.
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
SIGNATURES
In
accordance with the requirements of the Securities Act, Bloggerwave, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Mountain View, California, on February 11, 2011.
By:
|
/s/
Ulrik Svane Thomsen
|
|
Ulrik
Svane Thomsen
|
||
Chief
Executive Officer (Principal Executive Officer)
|
||
Chief
Financial Officer (Principal Accounting
Officer)
|
In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
/s/
Ulrik Svane Thomsen
|
President,
Chief Executive Officer,
|
February
11, 2011
|
||
Ulrik
Svane Thomsen
|
Chief
Financial Officer, Treasurer,
Director
|
|||
/s/
Jacob W. Lemmeke
|
Director,
Secretary
|
February
11, 2011
|
||
Jacob
W. Lemmeke
|