Bloggerwave Inc.(fka BLGW)

[downsideup]

Well, now THERE is some stuff worth doing the DD on...

8K announcing financing:
ehttp://www.sec.gov/Archives/edgar/data/1446727/000114420411007680/v209009_8k.htm

Registration Rights Agreement:
http://www.sec.gov/Archives/edgar/data/1446727/000114420411007680/v209009_ex10-2.htm

Form of Advance Notice:
http://www.sec.gov/Archives/edgar/data/1446727/000114420411007680/v209009_ex10-1.htm

Form S-! Registration Statement:
http://www.sec.gov/Archives/edgar/data/1446727/000114420411007871/v210917_s1.htm

I've read the 8K and attachments, and skimmed the S-!. All will get a more thorough going over "soon"...

For now, it is an agreement for a limit of $5 million in the 8K announcement, with a limit of $317,992.50 stated in the S-1, which is a number that just happens to equal their current working capital deficit.

I note from the S-1 that the additional funding comes from an existing shareholder:

"Allen Silberstein (3)
c/o AGS Capital Group, LLC
2 Water Street, Suite 17G
New York, NY 10004 11,976,000 8.83 %

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."

The financing will result in AGS, who already owns 5.98 million or 4.42% beneficially, adding the "Shares to be Sold in the
Offering Assuming The Company Issues The Maximum Number of Shares being Registered Under the Reserve Equity Financing Agreement"... that is, 21,199,500 shares, bringing their net ownership interest up to 20%.

The agreement contemplates the investors making no management inputs, and taking no seat on the board, etc.

I've not yet dug through things to find enough about the "use of proceeds" to see what they'll be looking at doing when they fill the working capital deficit hole...