U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 2006
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 0-51249
ELDERWATCH, INC.
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(Exact name of registrant as specified in its charter)
Florida 65-0891381
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
11731 Briarwood Circle, #1
Boynton Beach, FL 33457
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(Address of Principal Executive Offices, Zip Code)
(561) 740-0103
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(Registrant's Telephone Number, Including Area Code)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_]
Number of shares of common stock outstanding as of August 18, 2006: 10,337,500
shares of common stock.
Transitional Small Business Format (check one): Yes [_] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [_]
TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements 2
Item 2. Management's Discussion and Analysis or Plan of Operation 10
Item 3 Controls and Procedures 12
PART II
Item 1. Legal Proceedings 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits 14
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ELDERWATCH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
June 30, 2006
ASSETS
Current Assets
Cash --
-------------
TOTAL ASSETS --
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Loan Payable --
Accrued Expenses 2,000
-------------
TOTAL LIABILITIES 2,000
-------------
STOCKHOLDERS' EQUITY
Preferred Stock: $0.001 par value; 10,000,000 authorized,
no shares issued and outstanding
at June 30, 2006
Common Stock: $0.001 par value; 50,000,000 authorized,
7,837,500 issued and outstanding
at June 30, 2006 7,838
Additional Paid-in Capital 89,162
Deficit Accumulated During the Development Stage (99,000)
-------------
TOTAL STOCKHOLDERS' EQUITY (2,000)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY --
3
ELDERWATCH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
For the six months For the three For the three Cumulative from
months ended months months Inception(November
ended June June 30, ended June ended June 18, 1998) to June 30,
30, 2006 2005 30, 2006 30, 2005 2006
------------ ----------- ------------ ------------
Revenues -- --
------------ -----------
Total Revenue -- --
------------ -----------
Expenses:
Consulting -- 1,890 -- -- 27,770
Legal and Accounting 2,000 1,500 2,000 -- 54,604
Taxes and Licenses -- -- 240
Office Expenses 1,181 1,105 1,151 526 6,938
Travel and Market Research 1,125 -- -- 9,448
------------ ----------- ------------ ------------
Total Operating Expenses 3,181 5,620 3,151 526 99,000
------------ ----------- ------------ ------------
Net Loss (3,181) (5,620) (3,151) (526) (99,000)
============ =========== ============ ============
Weighted Average Shares
Common Stock Outstanding 7,837,500 5,707,500 7,837,500 5,707,500
============ =========== ============ ============
Net Loss Per Common Share
(Basic and Fully Diluted) ($ 0.00) ($ 0.00) ($ 0.00) ($ 0.00)
============ =========== ============ ============
4
ELDERWATCH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
Cumulative
For the six For the six from Inception
months months (November 18,
ended June ended June 1998) to June
30, 2006 30, 2005 30, 2006
------------- -------------
Cash Flows from Operating Activities:
Net Loss (3,181) (5,620) (99,000)
Adjustments to reconcile net loss to net cash
Provided be operating activities:
Accounts payable and accrued expenses 2,000 (1,533) 2,000
Note Due --
--
Net cash used by Operating Activities (1,181) (7,153) (97,000)
------------- -------------
Cash Flows from Investing Activities: -- -- --
------------- -------------
Cash Flows from Financing Activities:
Issuance of common stock 97,000
Loan proceeds 6,000 13,000
Repayment of loan (13,000)
------------- -------------
Net cash provided by Financing Activities -- 6,000 97,000
------------- -------------
Net Increase (Decrease) in Cash (1,181) (1,153) --
------------- -------------
Cash at Beginning of Period 1,181 1,804 $ 0
------------- ------------- -------------
Cash at End of Period $ 0 $ 651 $ 0
============= ============= =============
5
Elderwatch, Inc. and Subsidiary
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2006
1. ORIGINATION AND HISTORY
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Organization - Elderwatch, Inc. was formed in Florida on November 18, 1998
for the purpose of providing oversight services to families with elderly
relatives requiring assisted living arrangements primarily in the Florida,
California and Arizona markets. On May 24, 2006 a change of control took
place. Following the change in control the Company has changed its area of
activities to clean energy related technologies. The Company believes that
it has the capability in this area both to identify attractive action
areas and to attract investments into the Company , enabling the Company
to generate revenues in the future.
Development Stage Enterprise: The Company is currently devoting
substantially all of its efforts to establishing a new business and its
planned principal operations have not commenced as of June 30, 2006. In
their efforts to establish the new business, management has been engaged
in obtaining financial resources for the Company and the design of its
business and marketing plans that include the following: preparation of a
financial plan, cash forecast and operating budget; identifying markets to
raise additional equity capital and debt financing; embarking on research
and development activities; performing employment searches, recruiting and
hiring technicians and management and industry specialists; acquiring
operational and technological assets; and developing market and
distribution strategies.
General and administrative expenses include professional fees, internet
service charges, and other related operating expenses. Marketing and
promotional expenses include costs incurred in connection with raising
capital and promoting the Company.
2. Summary of Significant Accounting Policies
- ---------------------------------------------
Basis of Presentation -- The interim financial statements of the Company
for the six months ended June 30, 2006 were not audited. The financial
statements are prepared in accordance with the requirements for unaudited
interim periods, and consequently do not include all disclosures required
to be in conformity with accounting principles generally accepted in the
United States of America.
These financial statements reflect all adjustments that, in the opinion of
management, are necessary to present fairly the results of operations for
the interim periods presented. All adjustments are of a normal recurring
nature, unless otherwise disclosed.
6
Cash and Cash Equivalents -- The Company considers all highly liquid debt
securities purchased with original or remaining maturities of three months
or less to be cash equivalents. The carrying value of cash equivalents
approximates fair value.
Start-up Costs -- Cost incurred in connection with commencing operations,
including general and administrative expenses, are charged to operations
in the period incurred.
Stock Issued For Services -- The value of stock issued for services is
based on management's estimate of the fair value of the Company's stock at
the date of issue or the fair value of the services received, whichever is
more reliably measurable.
Income Taxes -- The Company uses the asset and liability method of
accounting for income taxes as required by SFAS No. 109 "Accounting for
Income Taxes". SFAS No. 109 requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of
certain assets and liabilities. Since its inception, the Company has
incurred net operating losses. Due to the uncertainty regarding the
Company's future profitability, the future tax benefits of its losses have
been fully reserved and no net tax benefit has been recorded in these
financial statements.
Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities, at the
date of these financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
Basic and Dilutive Net Income (Loss) Per Share -- Basic net income (loss)
per share amounts are computed based on the weighted average number of
shares actively outstanding in accordance with SFAS NO. 128 "Earnings Per
Share." The Company does not have any common stock equivalents; therefore,
basic and diluted EPS are the same.
Fair Value of Financial Instruments -- The carrying value of accrued
expenses approximated their fair values as of June 30, 2006.
Recent Accounting Pronouncements -- The Company does not expect that the
adoption of recent account pronouncements will have a material effect on
its financial statements.
Revenue Recognition -- Service revenue will be recognized at the time such
services have been rendered to customers. Contract services revenue will
be recognized as services are performed. The Company has adopted and
follows the guidance provided in the Securities and Exchange Commission's
Staff Accounting Bulletin ("SAB") No. 101, which provides guidance on the
recognition, presentation and disclosure of revenue in financial
statements.
7
Financial and Concentration Risk -- The Company does not have any
concentration or related financial credit risk.
Preferred Stock -- The Company has authorized 10,000,000 shares $.001 par
value of preferred stock, with such designations, rights, preferences,
privileges and restrictions to be determined by the Company's Board of
Directors. As of December 31, 2005, no shares of preferred stock were
issued and outstanding.
3. Stockholder's Equity
- -----------------------
On March 14, 2006 the Board of directors cancelled 1,000,000 shares of
common stock issued in error, bringing the total issued and outstanding
shares of common stock to 5,225,000.
On March 25, 2006, the Board of Directors passed unanimously a resolution
authorizing a forward split of the issued and outstanding shares on a
three to two (3 - 2) basis bringing the total common shares issued and
outstanding to 7,837,500.
4. Going Concern
- ----------------
The company will need additional working capital for its future planned
activity and to service its debt, which raises substantial doubt about its
ability to continue as a going concern. Continuation of the Company as a
going concern is dependent upon obtaining sufficient working capital to be
successful in that effort. The management of the Company has developed a
strategy, which it believes will accomplish this objective, through
additional short term loans, and equity funding, which will enable the
Company to operate for the coming year.
5. Related Party Transactions
- -----------------------------
As a subsequent event, Management has executed on August 8, 2006 a
consulting agreement with a 6.77% stockholder of the Company, whereby the
stockholder will provide technology review and assessments for the Company
The term of the agreement is 16 days. In consideration for such services,
Energtek agreed to pay to Eurospark S.A. a total of $12,000.
6. Subsequent Events
- ---------------------
The Company also established Energtek Inc., a wholly owned subsidiary in
Nevada, on June 27, 2006. This subsidiary was established to commence
operations of the company In the area of clean energy related technologies
and particularly to merge Elderwatch with and into Energtek if such merger
is approved by the shareholders of the Company at a special meeting
scheduled for August 22, 2006.
The Company received $250,000 from a private placement, through the
issuance of 2,500,000 shares and warrants as disclosed by the Company in
its filings, which brings the total number of common shares to be issued
and outstanding to 10,337,500 shares.On August 7, 2006 the amount of
$250,000 was received, in the concept of capital by selling 2,500,000
units of our securities, each unit consisting of one share of common
stock, one Class A Warrant entitling the holder thereof to purchase one
share of common stock at an exercise price of $0.20 per share, expiring on
December 31, 2007, and one Class B Warrant entitling the holder thereof to
purchase one share of common stock at an exercise price of $0.30 per
share, expiring on June 30, 2009. The purchase price of each unit was
$0.10. The units were offered and sold pursuant to a placement held under
Regulation S promulgated under the Securities Act
8
On August 8, 2006, Energtek entered into a consulting agreement
withConertech Ltd.. Pursuant to such consulting agreement, Conertech Ltd.
agreed to provide to Energtek consulting services related to the
identification and assessment of clean energy technologies. The term of
the agreement is up to the end of August 2006.. In consideration for such
services, Energtek agreed to pay to Conertech Ltd. a total of $27,000.
9
Item 2. Management's Discussion and Analysis or Plan of Operations.
As used in this Form 10-QSB, references to the "Company," "Elderwatch," "we,"
"our" or "us" refer to Elderwatch, Inc. unless the context otherwise indicates.
Forward-Looking Statements
This Form 10-QSB contains forward-looking statements. For this purpose, any
statements contained in this Form 10-QSB that are not statements of historical
fact may be deemed to be forward-looking statements. You can identify
forward-looking statements by those that are not historical in nature,
particularly those that use terminology such as "may," "will," "should,"
"expects," "anticipates," "contemplates," "estimates," "believes," "plans,"
"projected," "predicts," "potential," or "continue" or the negative of these
similar terms. In evaluating these forward-looking statements, you should
consider various factors, including the following: (a) those risks and
uncertainties related to general economic conditions, (b) whether we are able to
manage our planned growth efficiently and operate profitable operations, (c)
whether we are able to generate sufficient revenues or obtain financing to
sustain and grow our operations, (d) whether we are able to successfully fulfill
our primary requirements for cash. The Company's actual results may differ
significantly from the results projected in the forward-looking statements. The
Company assumes no obligation to update forward-looking statements, except as
otherwise required under the applicable federal securities laws.
Overview
Elderwatch is a corporation formed under the laws of the state of Florida on
November 18, 1998. Elderwatch is in the development stage and has no revenues or
business operations.
As further discussed below, until May 24, 2006, we sought to establish a
monitoring and visitation service for elderly citizens, and we concentrated our
efforts on market research and development of business strategy. On May 24,
2006, we underwent a change in control. Allan Weiss, who was our principal
shareholder and our President and Chief Executive Officer, entered into a
Purchase and Sale Agreement which provided, among other things, for the sale of
4,537,500 shares of common stock of our Company to twenty three buyers listed in
such Purchase and Sale Agreements. The shares sold by Mr. Weiss represented an
aggregate of 58% of the issued and outstanding share capital of our Company on a
fully-diluted basis.
Following such change in control, management decided to change the focus of our
Company to enter the field of clean energy technologies. We are currently
looking at various alternatives in this field, but we have no definitive
agreements or arrangements in connection with this new strategy. As we begin to
pursue such alternatives, we expect that significant developments and changes in
our business will take place. We will disclose such developments and changes in
our business from time to time, as they occur, by filing with the Securities and
Exchange Commission a Current Report on Form 8-K. Such reports on Form 8-K will
be made available on the website of the Securities and Exchange Commission,
http://www.sec.gov. We advise our shareholders to review our filings with the
Securities and Exchange Commission on its website from time to time in order to
keep abreast of any significant developments or changes in our business.
10
Plan of Operation
Over the next twelve months, we intend to continue engaging in the field of
clean energy technologies. To such end, we intend to analyze a series of issues
and markets, as well as projects and investments proposed to us in areas related
to clean energy technologies. We anticipate entering into additional agreements
with experts and consultants in the relevant areas, in order to perform
evaluations of the proposals. Such evaluation process may include in some cases
the performance of evaluation experiments which may require entering into
subcontracting agreements with laboratories and companies capable of performing
the same. We expect that once a proposal/project is identified as being of
interest to us, we will enter into development activities and/or will purchase a
stake in such activities and/or will invest in such activities.
On August 8, 2006, our wholly-owned subsidiary, Energtek Inc. signed two
limited-scope consulting agreements to assist us in evaluating two clean energy
areas. One agreement, for a total of $12,000 was signed with Eurospark S.A., a
holder of 6.8% of the issued and outstanding shares of our Company's common
stock. The agreement is to be performed during August, 2006. The second
agreement was signed with Conertech Ltd. This agreement is for the amount of
$27,000 and is also to be performed during August, 2006.
We intend to change our state of incorporation from Florida to Nevada by the
merger of our Company with and into our wholly-owned subsidiary, Energtek Inc.,
a Nevada corporation. Such action has been approved by our Board of Directors
and will be voted on by our shareholders at a special meeting of our
shareholders scheduled to be held on August 22, 2006. At such special meeting,
we will also ask our shareholders to vote in favor of the following proposals:
(i) to authorize a change in the name of Elderwatch to "Energtek Inc."; (ii) to
authorize an increase in authorized common stock from 50,000,000 shares, par
value $0.001 per share, to 250,000,000 shares, par value $0.0001 per share;
(iii) to authorize a decrease in authorized preferred stock from 10,000,000
shares, par value $0.001 per share, to 5,000,000 shares, par value $0.0001 per
share; (iv) to elect an additional director of the Company to serve until the
election and qualification of his successor; and (v) to grant discretionary
authority to our Board of Directors to implement a forward stock split of our
common stock on the basis of up to five post-split shares for each one pre-split
share to occur at some time within 12 months of the date of the special meeting,
with the exact time of the forward split to be determined by the Board of
Directors.
Though at the present there are no specific investment or expenditure plans, we
expect that over the next twelve months we will incur increased expenses,
including material investments in equipment, shares of other entities,
development, and so on. We also expect a significant change in the size of our
team, which is expected to increase significantly, whether as employees of our
Company or under agreements for provision of services.
11
In July 2006, we raised $250,000 in capital by selling 2,500,000 units of our
securities, each unit consisting of one share of common stock, one Class A
Warrant entitling the holder thereof to purchase one share of common stock at an
exercise price of $0.20 per share, expiring on December 31, 2007, and one Class
B Warrant entitling the holder thereof to purchase one share of common stock at
an exercise price of $0.30 per share, expiring on June 30, 2009. The purchase
price of each unit was $0.10. The units were offered and sold pursuant to a
placement held under Regulation S promulgated under the Securities Act.
We intend to raise additional funds during the next twelve months in order to
support our plans, primarily in the form of investment. Without the additional
fundraising, we will neither be able to carry on these plans nor will it be
possible to satisfy the additional cash requirements. We expect to need to raise
at least $250,000 during the following six months in order to be able to
continue with the implementation of the plans at the present levels, while
further fund raisings will be required for the performance of the activities as
desired. In order to raise such funds, we may have to issue debt or equity or
enter into a strategic arrangement with a third party. There can be no assurance
that additional capital will be available to us. We currently have no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources.
Off Balance Sheet Arrangements
- ------------------------------
We do not have any off balance sheet arrangements.
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive, financial, and accounting
officer has reviewed the effectiveness of our "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) within the end of the period covered by this Quarterly Report on
Form 10-QSB and has concluded that the disclosure controls and procedures are
effective to ensure that material information relating to the Company is
recorded, processed, summarized, and reported in a timely manner. In reviewing
the effectiveness of the Company's "disclosure controls and procedures", said
officer determined the existence of discrepancies in the filings of the Company
during 2005 and March 2006, and the Company is currently in the process of
correcting such errors. Our principal executive officer has concluded that our
disclosure controls and procedures have been in fact, effective at providing the
required reasonable level of assurance as of the period covered.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the last day they
were evaluated by our principal executive, financial, and accounting officer.
12
Changes in Internal Controls over Financial Reporting
There have been significant changes in the Company's internal control over
financial reporting during the last quarterly period covered by this report that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. In connection with the
evaluation of our internal controls during our last fiscal quarter, our
principal executive officer and principal financial officer has determined that
changes to our internal controls over financial reporting have helped to
reasonably guarantee the accuracy of the reports.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Purchases of equity securities by the issuer and affiliated purchasers.
- -----------------------------------------------------------------------
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
There was no matter submitted to a vote of security holders during the fiscal
quarter ended June 30, 2006.
Item 5. Other Information.
On August 8, 2006 our wholly-owned subsidiary, Energtek Inc. ("Energtek"),
entered into a consulting agreement with Eurospark S.A., a holder of 6.8% of the
issued and outstanding shares of our Company's common stock. Pursuant to such
consulting agreement, Eurospark S.A.is to provide to Energtek consulting
services related to the identification and assessment of clean energy
technologies. The term of the agreement is 16 days. In consideration for such
services, Energtek agreed to pay to Eurospark S.A. a total of $12,000.
On August 8, 2006, Energtek entered into a consulting agreement withConertech
Ltd.. Pursuant to such consulting agreement, Conertech Ltd. agreed to provide to
Energtek consulting services related to the identification and assessment of
clean energy technologies. The term of the agreement is up to the end of August
2006.. In consideration for such services, Energtek agreed to pay to Conertech
Ltd. a total of $27,000.
Item 6. Exhibits
Exhibit No. Description
- ----------- -----------
10.1 Consulting Agreement, dated August 8, 2006, between Energtek Inc.
and Eurospark S.A.
10.2 Consulting Agreement, dated August 8, 2006, between Energtek Inc.
and Conertech Ltd.
31.1 Rule 13a-14(a)/15d14(a) Certifications
32.1 Section 1350 Certifications
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: August 21, 2006
ELDERWATCH, INC.
By: /s/ Doron Uziel
---------------
Name: Doron Uziel
Title: President, Chief Executive Officer,
Chief Financial Officer, Chief Accounting
Officer, and Director
(Principal Executive, Financial, and
Accounting Officer)
14