UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number: 0-51249
CUSIP Number: 284583 10 1
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form N-SAR
For Period Ended: June 30, 2006
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the transition period ended: Not Applicable
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Elderwatch, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office: 11731 Briarwood Circle, #1, Boynton
Beach, FL 33457
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or t ther exhibit required by Rule
12b-25(c) has been attached if applicable.r p f o
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, or N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Elderwatch, Inc. (the "Company") could not complete the filing of its Quarterly
Report on Form 10-QSB for the fiscal quarter ended June 30, 2006 because the
Company's newly appointed Board of Directors has discovered that there were
errors in the Company's financial statements included in its Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2005 and in its Quarterly
Report on Form 10-QSB for the fiscal quarter ended March 31, 2006. The Company
is unable to prepare the Company's 10-QSB for the fiscal quarter ended June 30,
2006 without first correcting such financial statements. Although the Company is
in the process of correcting such financial statements, it could not have
completed such process earlier without unreasonable effort and expense. In
accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company
will file its Form 10-QSB no later than the fifth calendar day following the
prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
David Lubin, Esq. 516 887-8200
- ------------------ ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
Yes [X] No [ ]
If answer is no, identify report(s): Not Applicable
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal years will be reflected by the
earning statements to be included in the subject report or portion thereof?
Yes [ ] No [X]
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
ELDERWATCH, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: August 14, 2006
ELDERWATCH, INC.
By: /s/ Doron Uziel
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Name: Doron Uziel
Title: President, Chief Executive
Officer, Chief Financial Officer, and
Chief Accounting Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)