UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDED AND RESTATED
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 5, 2006
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ENERGTEK INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-51249 42-1708652
(Commission File Number) (IRS Employer Identification No.)
26 East Hawthorne Avenue
Valley Stream, NY 11580
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(Address of Principal Executive Offices)
(Zip Code)
(516) 887-8200
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(Registrant's Telephone Number, Including Area Code)
ELDERWATCH INC.
11731 Briarwood Circle, #1
Boynton Beach, FL 33457
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory notes
This Amended and Restated Current Report on Form 8-K/A of the Registrant is
being filed because the Form 8-K filed with the Securities and Exchange
Commission on September 6, 2006(file no. 00051249) was filed erroneously without
a dated signature page attached.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2006, the Registrant entered into a consulting agreement with P.G.
Engineering S.A., a holder of approximately 4.5% of the issued and outstanding
shares of the Registrant's common stock. Pursuant to such consulting agreement,
P.G. Engineering S.A is to provide to the Registrant consulting services related
to the identification and assessment of clean energy technologies. The term of
the agreement is set forth in one or more task orders. Each task order contains
project timelines, milestones or target dates for completion of a project or a
portion thereof. The Registrant agreed to pay to P.G. Engineering S.A. a total
of $6,000.
On August 30, 2006, the Registrant entered into another consulting agreement
with Eurospark S.A., a holder of approximately 6.8% of the issued and
outstanding shares of the Registrant's common stock. Pursuant to such consulting
agreement, Eurospark S.A. is to provide to the Registrant consulting services
related to the identification and assessment of clean energy technologies. The
term of the agreement is set forth in one or more task orders. Each task order
contains project timelines, milestones or target dates for completion of a
project or a portion thereof. In consideration for such services, the Registrant
agreed to pay to Eurospark S.A. a total of $12,000.
On September 3, 2006 a fully owned subsidiary of the Registrant was established
in the State of Israel under the name Energtek Products Ltd. Energtek Products
Ltd. has two directors: Mr. Yoram Drucker and Mr. Constantine Stukalin
On September 4, 2006, Energtek Products Ltd. entered into a consulting agreement
with Conertech Ltd. Pursuant to such consulting agreement, Conertech Ltd. agreed
to provide to Energtek Products Ltd. consulting services related to the
identification and assessment of clean energy technologies. The term of the
agreement is set forth in one or more task orders. Each task order contains
project timelines, milestones or target dates for completion of a project or a
portion thereof. In consideration for such services, Energtek Products Ltd.
agreed to pay to Conertech Ltd. a total of $32,000 plus Value Added Tax.
On September 5, 2006, Energtek Products Ltd. entered into a consulting agreement
with Angstore Technologies Ltd. Angstore Technologies is owned by MoreGasTech
SARL. The control of MoreGasTech is held by Mr. Jean Marc Broux, a citizen of
France, who holds 51% of the shares; Eurospark S.A. is the holder 49% of
MoreGasTech, out of which approximately 10% are held for the benefit of other
beneficial holders. As described above Eurospark S.A. is the holder of 6.8% of
the Registrant. Pursuant to such consulting agreement, Angstore Technologies
Ltd. is to provide to Energtek Products Ltd. consulting services related to the
identification and assessment of clean energy technologies. In consideration for
such services, The Registrant agreed to pay to Angstore Technologies Ltd. a
total of $17,000 plus Value Added Tax.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Simultaneous with the filing of the Merger Agreement described below, and as
previously disclosed in the Proxy Statement filed by the Registrant and
distributed to the shareholders of the Registrant, Mr. Joseph Shefet became a
director of the Registrant.
Section 8 - Other Events
Item 8.01. Other Events.
A Special Meeting of the shareholders was held on August 22, 2006, at which
4,232,500 shares of Elderwatch's common stock were represented in person or by
proxy, which constituted 54% of the issued and outstanding shares of common
stock as of July 28, 2006, the record date for the meeting. At the Meeting, the
shareholders unanimously approved the change of the Registrant's state of
incorporation from Florida to Nevada by the merger of Elderwatch with and into
the Energtek Inc. The shareholders authorized:
1) a change in the name of the Registrant from Elderwatch Inc. to
Energtek Inc.;
2) an increase in authorized common stock from 50,000,000 shares to
250,000,000 shares,
3) a decrease in authorized preferred stock from 10,000,000 shares to
5,000,000 shares;
4) the election of Mr. Joseph Shefet as an additional director of
Elderwatch to serve until the election and qualification of his
successor; and
5) to grant discretionary authority to the Board of Directors of
Elderwatch to implement a forward stock split of its 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.
On August 31, 2006, the Certificate of Merger was filed with the Secretary
of State of Nevada. Under the terms of the Merger Agreement, Elderwatch
merged with and into the Registrant and the Registrant became the surviving
corporation from and after the effective time of the Merger. The surviving
corporation will continue to exist under the name Energtek, Inc. pursuant
to the provisions of the Nevada Revised Statutes. The separate existence of
Elderwatch ceased at said effective time in accordance with the provisions
of the Florida Business Corporation Act.
Each issued share of the common stock of the Elderwatch, from and after the
effective time of the Merger, was converted into one (1) share of the
common stock of the surviving corporation (the Registrant). The Registrant
has not issued any certificate or scrip representing a fractional share of
common stock but shall instead issue one (1) full share for any fractional
interest arising from the Merger. Stockholders of Elderwatch will continue
to have rights to notices, distributions or voting with respect to the
Registrant, and will receive certificates representing shares of the
Registrant upon tender of certificates representing shares of Elderwatch
for exchange.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibit No. Description
10.4 Consulting Agreement dated August 25, 2006, between the
Registrant and P.G. Engineering S.A.*
10.5 Consulting Agreement dated August 30, 2006, between the
Registrant and Eurospark S.A.*
10.6 Consulting Agreement dated September 4, 2006, between
Enegtek Products Ltd. and Conertech Ltd.*
10.7 Consulting Agreement dated September 5, 2006, between
Energtek Products Ltd. and Angstore Technologies Ltd.*
*Previously filed as an exhibit to the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 6, 2006.
SIGNATURES
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 hereunto duly authorized.
Date: September 11, 2006 ENERGTEK INC.
By: /s/ Doron Uziel
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Name: Doron Uziel
Title: President, Chief Executive Officer,
Chief Financial Officer, Chief Accounting
Officer, and Director
(Principal Executive, Financial, and
Accounting Officer)