ELDERWATCH, INC.
11731 Briarwood Circle, #1
Boynton Beach, FL 33457
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED
NOT TO SEND THE COMPANY A PROXY.
This Information Statement, which is being mailed on or about June 5, 2006 to the holders of record of shares of common stock, $0.001 par value (the “Common Stock”), of Elderwatch, Inc., a Florida corporation (the “Company”), is being furnished in connection with the appointment of Doron Uziel to the Board of Directors of the Company (the “Board”). The appointment of Mr. Uziel as a director of the Company was made in connection with the Purchase and Sale Agreement dated May 24, 2006 (the “Purchase and Sale Agreement”) executed between Allan Weiss, the principal shareholder and President and Chief Executive Officer of the Company, and the twenty three purchasers listed therein (the “Purchasers”). The Purchase and Sale Agreement provided, among other things, for the sale of 4,537,500 shares of common stock of the Company (the “Purchased Shares”) by Mr. Weiss to the Purchasers (the “Purchase Transaction”). The Purchased Shares represent an aggregate of 58% of the issued and outstanding share capital of the Company on a fully-diluted basis. The source of the cash consideration for the Purchased Shares was the Purchasers’ personal funds. The Purchase and Sale Agreement was signed and closed on May 24, 2006.
There are no arrangements or understandings among members of both the former and new control group and their associates with respect to the election of directors of the Company or other matters.
In connection with the Purchase Transaction, Allan Weiss resigned as a director of the Company on May 24, 2006, and Brant E. Hodyno will resign as director of the Company as described herein. Following Mr. Hodyno’s resignation, Doron Uziel will be the sole director of the Company. No action is required by the stockholders of the Company in connection with the actions described in this Information Statement. Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the mailing to the Company’s shareholders of this Information Statement prior to a change in a majority of the Company’s directors otherwise than at a meeting of the Company’s shareholders.
The information contained in this Information Statement concerning Doron Uziel has been furnished to the Company by such person and the Company assumes no responsibility for the accuracy or completeness of such information. The previous principals of the Company assume the responsibility for the accuracy and completeness of the information provided herein relating to the Company prior to May 24, 2006. The principal executive offices of the Company are located at 11731 Briarwood Circle, #1, Boynton Beach, FL 33457.
GENERAL
There are currently 7,837,500 shares of Common Stock outstanding. As a result of the consummation of the transactions contemplated by the Purchase and Sale Agreement, the Board currently consists of two members, Doron Uziel and Brant E. Hodyno. Mr. Hodyno will resign as a director of the Company effective ten days after the mailing of this Information Statement, and following such date, Mr. Uziel shall remain as the sole director of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the name, age and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of the current directors and executive officers of the Company as of May 31, 2006.
Name | | Age | | Positions and Offices |
| | | | | |
| Doron Uziel | | 35 | | President, Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer, and Director |
| | | | | |
| Brant E. Hodyno | | 34 | | Director |
Doron Uziel. Mr. Uziel became a director and the President, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer of the Company as of the close of business on May 24, 2006. Since 1993 until the present, Mr. Uziel has been employed by TraceGuard Technologies Inc., a public company engaged in the development of homeland security technology (“TraceGuard”). From 2005 until the present, Mr. Uziel has been employed by TraceGuard as the assistant to the CFO. In such position, he assists TraceGuard in raising funds through public and private placements, prepares its financial statements and SEC filings, manages its financial matters and prepares and controls its annual budget. From 2004 until 2005, Mr. Uziel was employed by TraceGuard as a strategic consultant, and from 1999 until 2003, he was employed by TraceGuard as the head of economic planning. Mr. Uziel received an MA in Economics from Tel Aviv University in 1993 and a BA in Economics from Tel Aviv University in 1992.
Brant E. Hodyno. Mr. Hodyno received a Bachelor of Arts degree from SUNY Oswego, NY; his JD degree (Cum Laude) from St. John’s University, New York and his Masters degree from the University of Florida. He is a member of the New York State Bar. Mr. Hodyno is bilingual (Spanish) and has extensive experience in industrial and food service management in both Mexico and the United States.
The directors of the Company have been elected to serve until the next annual meeting of stockholders and until their successor(s) have been elected and qualified, or until death, resignation or removal. Directors of the Company do not receive any compensation for their services as members of the Board of Directors, but are entitled to reimbursement for expenses incurred in connection with their attendance at Board of Directors' meetings. Officers are appointed by the Board of Directors and serve at the discretion of the Board.
To the best of the Company’s knowledge, there are no proceedings to which any of the foregoing individuals, or any associate of any such person, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
There are no family relationships among our directors or officers.
Prior to the appointment of Mr. Uziel, he was not a director of, nor did he hold any position with the Company. Mr. Uziel has consented to serve as a director of the Company, to the best of its knowledge, Mr. Uziel (i) does not have a family relationship with any of the directors, executive officers or control persons of the Company; (ii) does not beneficially own any equity securities, or rights to acquire any equity securities of the Company other than as disclosed in this Information Statement; (iii) has not been involved in any transactions with the Company, nor has he had any business relationships with the Company or any of its directors, executive officers or affiliates of the type required to be disclosed pursuant to Rule 14f-1 under the Exchange Act; and (iv) has not been the subject of any civil regulatory proceeding or any criminal proceeding.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued thereunder, our directors and executive officers and any persons holding more than 10% of our common stock are required to file with the Securities and Exchange Commission reports of their initial ownership of our common stock and any changes in ownership of such common stock. Copies of such reports are required to be furnished to the Company. We are not aware of any instances in the fiscal year ended December 31, 2005 when an executive officer, director or owners of more than 10% of the outstanding shares of our common stock failed to comply with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, other than the failure of Allan Weiss and Brant E. Hodyno to file a Form 3.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has not established audit, nominating and compensation committees. The Board is of the opinion that such committees are not necessary since the Company has had only two directors and, until the effective date of this Information Statement, such directors have been performing the functions of such committees.
The Company does not currently have a process for security holders to send communications to the Board.
EXECUTIVE COMPENSATION
No director or officer of the Company has received compensation during the last three fiscal years. The Company does not have any employment or any similar agreements with its officers. No options were granted to any employee or executive officer during the year ended December 31, 2005.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of May 31, 2006, the number of shares of Common Stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company, and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 7,837,500 shares of Common Stock issued and outstanding. There are no options, warrants or other securities convertible into shares of common stock. Unless otherwise indicated, the business address of each such person is c/o 11731 Briarwood Circle, #1, Boynton Beach, FL 33457.
Officers, Directors, 5% Shareholder | No. of Shares | Beneficial Ownership |
| | | |
| Doron Uziel | 150,000 | 1.91% |
| | | |
| Brant E. Hodyno | 0 | 0% |
| | | |
| Lavi Krasney | 500,000 | 6.38% |
| | | |
| Eurospark S.A. | 700,000 | 8.93% |
| | | |
| P.G. Engineering S.A. | 450,000 | 5.74% |
| | | |
International Executive
Consulting SPRL | 637,500 | 8.91% |
| | | |
All directors and
executive officers as
a group (2 persons) | 150,000 | 1.91% |
CHANGE IN CONTROL
The statements made in this Information Statement referencing the Purchase and Sale Agreement are qualified in their entirety by reference to the text of said agreement, and are expressly made subject to the more complete information set forth therein. The full text of the Purchase and Sale Agreement is attached as an exhibits to this Information Statement.
On May 24, 2006, Allan Weiss, the principal shareholder and President and Chief Executive Officer of the Company, entered into a Purchase and Sale Agreement which provided, among other things, for the sale of 4,537,500 shares of common stock of the Company (the “Purchased Shares”) to the individual buyers listed in such Purchase and Sale Agreement (the “Purchase Transaction”). The Purchased Shares represent an aggregate of 58% of the issued and outstanding share capital of the Company on a fully-diluted basis. The Purchased Shares were purchased by twenty three unaffiliated foreign persons and entities. The source of the cash consideration for the Purchased Shares was the Purchasers’ personal funds.
There are no arrangements or understandings among members of both the former and new control group and their associates with respect to the election of directors of the Company or other matters.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since the date of incorporation of the Company, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:
| - | any of our directors or officers; |
| - | any person proposed as a nominee for election as a director; |
| - | any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or |
| - | any relative or spouse of any of the foregoing persons who has the same house as such person. |
