Elevated Concepts, Inc. - FORM 10-Q/A

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EX-32.01 - Elevated Concepts, Inc.	v208822_ex32-01.htm
EX-31.01 - Elevated Concepts, Inc.	v208822_ex31-01.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File Number 0-53631

BLOGGERWAVE INC.

(Name of small business issuer in its charter)

Nevada		26-3126279
(State of incorporation)		(I.R.S. Employer Identification No.)

800 West El Camino Real, Suite 180

Mountain View, CA 94040

(Address of principal executive offices)

Telephone: (650) 943-2490

Facsimile: (650) 962-1188

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No ¨ (Not required)

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	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of January 21, 2011, there were 135,625,00 shares of the registrant’s $.001 par value common stock issued and outstanding.

BLOGGERWAVE INC. *

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	18

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	[REMOVED AND RESERVED]	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Bloggerwave, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “BLGW”, “we”, “us” and “our” are references to Bloggerwave, Inc.

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Bloggerwave Inc.

(formerly Elevated Concepts, Inc.)

September 30, 2010

	Index
Balance Sheets	4

Statements of Operations	5

Statements of Cash Flows	6

Notes to the Financial Statements	7

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)

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)

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)

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 (“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 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.

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.

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.

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.

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.

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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below. These factors may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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.

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.

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.

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.

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 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.

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, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

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.

Off-Balance Sheet Arrangements

We have no significant 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 stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, as of September 30, 2010 (the "Evaluation Date"). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective as of September 30, 2010 in light of the material weaknesses found in our internal controls over financial reporting, described below. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 1, 2010, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework.

In their assessment of the effectiveness of internal control over financial reporting as of September 30, 2010, the Company determined that there were control deficiencies that constituted material weaknesses, as described below: i) the Board of Directors did not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and ii) a failure to maintain appropriate cash controls. As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2010. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 1, 2010, for a complete discussion relating to the foregoing evaluation of Internal Control over Financial Reporting.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

1. Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

2. Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q/A:

Exhibit
Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Incorporated by reference to our Registration Statement Form S-1 filed with the SEC on October 14, 2008.
3.01a	Restated Articles of Incorporation	Filed with the SEC on November 19, 2010 as part of our Annual Report on Form 10-K/A.
3.02	Bylaws	Incorporated by reference to our Registration Statement Form S-1 filed with the SEC on October 14, 2008.
10.01	Authorized Reseller Agreement between Elevated Concepts Inc. and Salomatkin & Partners dated April 16, 2009.	Filed with the SEC on April 20, 2009 as part of our Current Report on Form 8-K
10.02	Merger Agreement between Elevated Concepts, Inc. and Bloggerwave, Inc. dated September 9, 2009.	Filed with the SEC on September 14, 2009 as part of our Current Report on Form 8-K.
10.03	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.
10.04	Advisory Board Member Agreement between Bloggerwave, Inc. and Midstone Consulting, Ltd. dated January 22, 2010.	Filed with the SEC on February 11, 2010 as part of our Current Report on Form 8-K.
10.05	Consulting Agreement between Bloggerwave, Inc and Envisionte, LLC dated June 8, 2010.	Filed with the SEC on June 14, 2010 as part of our Current Report on Form 8-K.
10.06	Promissory Note between Bloggerwave, Inc. and Tarantino Holdings Inc. dated August 5, 2010.	Incorporated by reference to our Form 10-Q for the fiscal quarter ended September 30, 2010 filed November 22,2010.
10.07	Promissory Note between Bloggerwave, Inc. and Christian Macholdt dated August 10, 2010.	Incorporated by reference to our Form 10-Q for the fiscal quarter ended September 30, 2010 filed November 22,2010.
10.08	Amended Advisory Board Agreement between Bloggerwave, Inc. and Peter Hewitt dated November ___, 2010.	Incorporated by reference to our Form 10-Q for the fiscal quarter ended September 30, 2010 filed November 22,2010.
10.09	Amended Advisory Board Agreement between Bloggerwave, Inc. and Midstone Consulting Ltd. dated November ___, 2010.	Incorporated by reference to our Form 10-Q for the fiscal quarter ended September 30, 2010 filed November 22,2010.
14.01	Code of Ethics	Filed with the SEC on December 7, 2009 as part of our Current Report on Form 8-K.
16.01	Letter from Davis Accounting Group, P.C., dated April 29, 2010, to the Securities and Exchange Commission.	Filed with the SEC on April 9, 2010 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Exchange Act of 1934	Filed herewith.
32.01	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BLOGGERWAVE INC.

Dated: January 24, 2011

By:	/s/ Ulrik Svane Thomsen
	ULRIK SVANE THOMSEN
	President, Chief Executive Officer and Chief Financial Officer

Attached files

Elevated Concepts, Inc. Reports

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