UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): March 8, 2011

Date of Report (Date of earliest event reported): December 13, 2010

BLOGGERWAVE, INC.

(Exact ~~name~~ Name of ~~registrant~~Registrant as specified in ~~its~~ charter)

Nevada	000-53631	26-3126279
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)
of Incorporation)		Identification Number)
	800 West El Camino Real Suite 180 Mountain View, CA 94040
	(Address of principal executive offices)
	Office: 650.943.2490 Facsimile: 650.962.1188
	(Registrant’s Telephone Number)

800 W El Camino Real, Suite 180

Mountain View, CA 94040

(Address of Principal Executive Offices)

(650) 962-0888

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 4.~~01 Entry into~~02 Non-Reliance on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

On ~~December~~ 13February 22, ~~2010~~2011, Bloggerwave, Inc. (the “Company”) ~~entered~~received ~~into~~from the Securities and Exchange Commission (the “Commission”) a ~~Reserve Equity~~comment ~~Financing~~letter ~~Agreement~~related to the Company’s (i) Form 10-KT/A for fiscal year ended December 31, 2009, as amended by Amendment No. 2, filed January 26, 2011; Form 10-K/A for fiscal year ended December 31, 2009, as amended by Amendment No. 2, filed January 25, 2011; and Form 10-Q for fiscal quarter ended September 30, 2010, as amended by Amendment No. 1, filed January 24, 2011 (the “~~Financing~~Subject ~~Agreement~~Reports”), and a(ii) Form S-1 Registration ~~Rights~~Statement filed on February 11, 2011 (the “Subject Registration Statement”), stating, in part, that the Company’s ~~Agreement~~auditor ~~with~~Davis ~~AGS~~Accounting ~~Capital~~Firm, P.C. (which is now known as Etania Audit Group P.C.) (“Davis”) did not have a valid state license from the Utah Division of Occupational & Professional Licensing when it issued an audit opinion with respect to the Company’s financial statements for fiscal years ended December 31, ~~LLC~~2009 and 2008 (the “~~AGS~~Subject Period”) and accordingly, such financial statements are not considered to be audited. Accordingly, the financial statements for the Subject Period in each of the Subject Financial Statements and Subject Registration Statement should no longer be relied upon.

~~Under~~The ~~the terms~~Company ofanticipates ~~the~~that ~~Financing~~in ~~Agreement,~~response ~~AGS has committed, subject~~ to ~~certain conditions, to purchase up to $5 million (~~the ~~“Commitment~~comments ~~Amount”)~~made ofby the ~~Company’s~~ ~~common~~Commission, ~~stock. Although~~it ~~the Company is not obligated to sell shares of its common stock to AGS under the Financing Agreement~~will, ~~the 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”).minimum:

~~The Financing Agreement is effective upon the date~~ (~~the “Effective Date”~~i) ~~that~~communicate ~~the Securities~~with ~~and~~its ~~Exchange~~former ~~Commission~~internal ~~(the~~accountant ~~“Commission”) declares effective a registration statement (the “Registration Statement”) registering the resale of the Company’s common stock~~ to beobtain ~~issued in connection with~~ the ~~Financing Agreement. The~~necessary ~~Financing~~information ~~Agreement terminates on the earlier of (i) the first day of the month next following the 36-month anniversary of the Effective Date~~ and ~~(ii)~~work ~~the~~papers ~~date~~for ~~on which AGS has funded~~ the ~~maximum~~Subject Commitment Amount in the aggregate. Despite the foregoing, under certain conditions, the Company may terminate the Financing Agreement, effective upon fifteen trading days’ prior written notice to AGS. In addition, the Financing Agreement can be terminated by the mutual written consent of the Company and AGS.Period;

~~The Company~~(ii) ~~may,~~after atreceipt ~~any~~and ~~time~~review ~~prior to the one-year anniversary~~ of the ~~Effective Date,~~above ~~provide~~referenced ~~written~~information ~~notice~~and towork ~~AGS~~papers, ~~that~~determine itif ~~wishes~~the toSubject ~~increase~~Period ~~the~~is ~~Commitment Amount~~auditable, atin which ~~time~~case the ~~Commitment Amount shall be deemed increased; provided that the~~ Company ~~has~~will ~~the~~file ~~ability~~a toForm ~~register~~8-K ~~the~~disclosing ~~additional~~a ~~Commitment~~change ~~Amount~~in ~~on the Registration Statement.~~auditors;

~~As a condition to the Financing Agreement, the directors and officers of the Company are required to enter into a lock-up agreement~~ (~~the “Lock-up Agreement”~~iii) ~~substantially~~ in the ~~form~~event ofthat ~~Schedule 2.4 attached to~~ the ~~Financing Agreement. Each~~Company ofis ~~Ulrik~~unable ~~Svane~~to ~~Thomsen,~~obtain the ~~CEO,~~necessary ~~CFO~~information and awork ~~director of~~papers ~~the Company, and Jacob W. Lemmeke, a director, 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~~Subject ~~of the Financing Agreement~~Period, ~~from~~“reconstruct” ~~selling, assigning, pledging or otherwise transferring any shares of common stock of~~ the ~~Company~~accounting ~~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.~~records;

~~Pursuant to~~(iv) ~~the~~engage ~~Financing~~an ~~Agreement,~~accounting ~~the~~firm ~~Company~~that ~~issued,~~is asduly ~~partial~~registered ~~consideration~~and ~~for~~in ~~AGS entering~~good ~~into~~standing ~~the~~under ~~Financing Agreement,~~ the ~~number~~laws of ~~shares of~~ the ~~Company’s~~ ~~common~~state ~~stock~~of ~~that~~its ~~equaled~~residence ~~five~~or ~~percent~~principal ~~(5%)~~office ofand ~~the~~registered ~~Commitment~~with ~~Amount at~~ the ~~time~~Public ofCompany ~~issuance,~~Accounting orOversight ~~15,625,000~~Board ~~shares~~ (the “~~Commitment Shares~~Qualified Auditor”)~~. The~~ ~~Commitment Shares were issued as follows: 5,988,000 shares~~ to ~~AGS,~~re-audit ~~5,988,000 to Allen Silberstein (~~the ~~Founder,~~ ~~Principal,~~Company’s ~~Chief~~financial ~~Executive~~statements ~~Officer~~during ~~and~~the ~~Chief~~Subject ~~Investment~~Period; ~~Officer of AGS)~~ and ~~3,649,000 to Morris Silberstein.~~

~~The foregoing~~(v) ~~description~~once of the ~~Financing~~New ~~Agreement~~Auditor ishas ~~qualified~~re-audited inthe ~~its~~Company’s ~~entirety~~financial ~~by reference~~statements tofor the ~~full~~Subject ~~text~~Period, ofamend the ~~Reserve~~Subject ~~Equity~~Reports ~~Financing Agreement dated December 13, 2010~~ and ~~the~~Subject Registration ~~Rights~~Statement ~~Agreement dated December 13, 2010, both of which are filed as Exhibits 10.3 and 10.4~~ to ~~this~~include ~~Current~~such ~~Report~~New ofAuditor’s ~~Form 8-K and incorporated herein by reference~~report.

~~Item 3.02 Unregistered~~The ~~Sales~~Company’s management, board of ~~Equity Securities~~directors and current internal accountant have discussed the matters disclosed in this filing.

~~See Item 1.01 above.~~2

In addition, the Company is relying on an exemption from the registration requirements of the Securities Act for the private placement of the Commitment Shares pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, AGS is an “accredited investor” and/or qualified institutional buyer and has had access to information about the Company and its investment.SIGNATURES

~~ITEM 9.01 Financial~~Pursuant ~~Statements~~to ~~and Exhibits~~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 hereunto duly authorized.

10.1 Equity Financing Agreement dated December 13, 2010 between Bloggerwave, Inc. and AGS Capital Group, LLC, including the Lockup Agreement*

	BLOGGERWAVE, INC.


Dated: March 11, 2011	By:	/s/ Ulrik Svane Thomsen
		Ulrik Svane Thomsen
		Chief Executive Officer

10.2 Registration Rights Agreement dated December 13, 2010 between Bloggerwave, Inc. and AGS Capital Group, LLC*3

*Filed herewith

SIGNATURE

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

Date: February 11, 2011

BLOGGERWAVE INC. By: Ulrik Svane Thomsen CEO and CFO

Filing Compare · Monterey Management, Inc.