United States

Securities and Exchange Commission

Washington, DC 20549



FORM 10Q SB



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2006



[ ] TRANSITION REPORT UNDER SECTION  13 OR 15 (d) OF THE

EXCHANGE ACT



Commission file Number 0 - 51249



ELDERWATCH, INC.



Exact name of small business issuer as specified in its charter



|Florida                                                                 65-0891381
|----------------------------------------------------------------------------------
|                                                                                  
|(State or other jurisdiction of
I.R.S. Employer                                   
|incorporation or organization)
Identification Number                              
|                                                                                  
|11731 Briarwood Circle, #1, Boynton Beach, FL   FL            33457               
|(Address of principal executive office)                                           



(561) 740-0103

Issuer's telephone number





NA

(Former name, former address and former fiscal year, if changed since last report)





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS



Check whether the registrant filed all documents and reports required

To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of

Securities under a plan confirmed by a court.  Yes ____  No ____



APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's

common equity as of the last practicable date: 6,225,000 shares



Transitional Small Business Disclosure Format (check one)  Yes ___  No  X

















PART I



FINANCIAL INFORMATION



Item 1.

Financial Statements.



ELDERWATCH, INC.

(A DEVELOPMENT STAGE ENTERPRISE)



BALANCE SHEET

AS AT MARCH 31, 2006

(PREPARED BY MANAGEMENT)





|                                                                                                    | Mar 31, 2006     | Mar 31, 2005     
|--------------------------------------------------------------------------------------------------- | ---------------- | -----------------
|ASSETS                                                                                              |                  |                  
|                                                                                                    |                  |                  
|Current Assets                                                                                      |                  |                  
|Cash                                                                                                | $         1,151  | $  1,177         
|                                                                                                    |                  |                  
|TOTAL ASSETS                                                                                        | $          1,151 | $   1,177        
|                                                                                                    |                  |                  
|LIABILITIES AND SHAREHOLDER EQUITY                                                                  |                  |                  
|                                                                                                    |                  |                  
|LIABILITIES                                                                                         |                  |                  
|Accrued Expenses                                                                                    | 22,792           | 22,792           
|Due to Related Parties (Note II)                                                                    | 0                | 7,985            
|TOTAL LIABILITIES                                                                                   | 22,792           | 30,777           
|                                                                                                    |                  |                  
|SHAREHOLDER EQUITY                                                                                  |                  |                  
|Preferred Stock: $0.001 par value; 10,000,000 authorized,         none issued and outstanding       | 0                | 0                
|                                                                                                    |                  |                  
|Common Stock: $0.001 par value; 50,000,000             authorized, 7,837,500 issued and outstanding | 7,838            | 1,711            
|                                                                                                    |                  |                  
|Additional Paid-in Capital                                                                          | 93,391           | 24,289           
|                                                                                                    |                  |                  
|Deficit Accumulated During the Development Stage                                                    | (118,641)        | (55,600)         
|                                                                                                    |                  |                  
|TOTAL SHAREHOLDER EQUITY                                                                            | (21,641)         | (29,600)         
|                                                                                                    |                  |                  
|TOTAL LIABILITIES AND SHAREHOLDER EQUITY                                                            | $          1,151 | $           1,177
|                                                                                                    |                  |                  

SEE ATTACHED NOTES





ELDERWATCH, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENT OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005

AND FOR THE PERIOD NOVEMBER 18, 1998 (INCEPTION)

THROUGH MARCH 31, 2006







|                                                   |  | 18-Nov-98  
|-------------------------------------------------- |  | -----------
|                                                   |  | (INCEPTION)
|                                                   |  | THROUIGH   
|Mar 31 2006       Mar 31 2005          Mar 31 2006



|REVENUES                                             | $               - | $             - | $             - 
|---------------------------------------------------- | ----------------- | --------------- | ----------------
|                                                     |                   |                 |                 
|OPERATING EXPENSES                                   |                   |                 |                 
|Consulting                                           |                   |                 | 27,770          
|Legal and Accounting                                 |                   | 1,500           | 75,396          
|Taxes and Licenses                                   |                   |                 | 240             
|Office Expenses                                      |                   | 510             | 5,627           
|Bank Charges                                         | 30                | 69              | 160             
|Travel and Market Research                           |                   |                 | 9,448           
|                                                     |                   |                 |                 
|TOTAL OPERATING EXPENSES                             | 30                |                 | 118,641         
|                                                     |                   |                 |                 
|NET LOSS                                             | $(         30)    | $(   2,079)     | $(  118,641)    
|                                                     |                   |                 |                 
|Net Loss per Common Share                            | $              -  | $     0.001     | $              -
|                                                     |                   |                 |                 
|Weighted average number of Common Shares Outstanding | 6,225,000         | 1,711,000       |                 
|                                                     |                   |                 |                 







SEE ATTACHED NOTES







ELDERWATCH, INC.

(A DEVELOPMENT STAGE ENTERPRISE)



STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005

AND FOR THE PERIOD NOVEMBER 18, 1998 (INCEPTION)

THROUGH MARCH 31, 2006





|                                                   |  | 18-Nov-98  
|-------------------------------------------------- |  | -----------
|                                                   |  | (INCEPTION)
|                                                   |  | THROUIGH   
|Mar 31 2006       Mar 31 2005          Mar 31 2006



|Cash Flows from Operating Activities                                       |                 |                 |                 
|-------------------------------------------------------------------------- | --------------- | --------------- | ----------------
|Net Loss                                                                   | $ (30)          | $       (2,079) | $      (118,641)
|Adjustments to Reconcile Net Loss to Net Cash used by Operating Activities |                 |                 |                 
|                                                                           |                 |                 |                 
|Accounts Payable and Accrued Expenses                                      | 0               | (1,533)         | 22,792          
|                                                                           |                 |                 |                 
|Total Adjustments                                                          | 0               | (1,533)         | 22,792          
|                                                                           |                 |                 |                 
|Net Cash Used by Operating Activities                                      | (30)            | (3,612)         | (95,849)        
|                                                                           |                 |                 |                 
|Cash Flows from Investing Activities                                       | 0               | 0               | 0               
|                                                                           |                 |                 |                 
|Cash Flows from Financing Activities                                       |                 |                 |                 
|Issuance of Common Stock                                                   |                 | 0               | 97,000          
|Proceeds from Related Party                                                |                 | 2,985           | 13,000          
|Repayment to Related Party                                                 | 0               | 0               | (13,000)        
|                                                                           |                 |                 |                 
|Net Cash Provided By Financing Activities                                  | 0               | 2,985           | 97,000          
|                                                                           |                 |                 |                 
|Net Increase (Decrease) In Cash                                            | $          (30) | $         (627) | $         1,151 
|                                                                           |                 |                 |                 
|Cash At Beginning Of Period                                                | 1,181           | 1,804           | 0               
|                                                                           |                 |                 |                 
|Cash At End Of Period                                                      | $       1,151   | $        1,177  | $         1,151 
|                                                                           |                 |                 |                 
|                                                                           |                 |                 |                 







SEE ATTACHED NOTES







NOTES TO UNAUDITED FINANCIAL STATEMENTS

(Un-audited)



NOTE 1 - BASIS OF PRESENTATION



The accompanying financial statements have been prepared in accordance with US Securities and Exchange Commission ("SEC") requirements for interim financial statements.  Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the year ended December 31, 2005 financial statements of Elderwatch, Inc.



The results of operations for the interim period shown in this report are not necessarily indicative of the results to be expected for the full year.  In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operation.  All such adjustments are of a normal recurring nature.



Item 2.

Managements Discussion and Analysis or Plan of Operation.



Elderwatch, Inc. is a corporation formed under the laws of the state of Florida on November 18, 1998.  Our principal offices are located in Sunrise, Florida. Our business objectives are to establish a regular monitoring and visitation service for elderly citizens whether they are living alone, in assisted living facilities or complete-care nursing homes.  This service can be obtained by the elderly themselves or by members of the family that are geographically removed from their family members.  Our purpose is to observe and report on the general conditions of the facility and the resident or patient. Our services will be provided by Elderwatch representatives (representatives) that will be trained to fulfill our mandate to observe and report.  Our representatives will be derived from retirees, some as young as in their fifties and sixties that would desire and enjoy the opportunity to both augment their income and have something worthwhile to occupy some of their time.  Representatives will be required to accompany Mr. Weiss on several calls to observe first hand how visits are conducted.  Because our mandate is to simply observe and report more emphasis will be placed on the selection of potential representatives.  Because we intend to select our representatives from the ranks of the retired we will be paying particular attention to their empathy with the elderly.



On November 18, 1998, we were formed for the purpose of establishing a business that would provide assistance for senior citizens, particularly in Florida, Arizona and California.  We intend to offer regular visits to the elderly in whatever facility in which the elderly are housed, ensuring that they are receiving proper care and attention.  These visits can be had weekly, bi-weekly or monthly with a full report (with a dated photograph available on demand) submitted after each visit to the concerned family.  We believe that the implementation of our services will result in the better treatment for our elderly clients, peace of mind for the family of our clients and financial savings for the clients as a result of our oversight.



We will provide the elderly regular visits, assist in problem solving and endeavor to protect our clients from being victimized.   For elderly in assisted living facilities, we intend to provide a monitoring service that attempts to make certain that the patient/client gets properly dressed, takes medication(s) properly and as scheduled and that meals are properly provided.  For elderly in nursing homes, we intend to provide a relatively inexpensive service that will check on the patient in the nursing home, making sure that they are kept clean, that their bedding is clean and changed regularly, that their hair is clean and presentable and that they have no complaints of mistreatment. Enhancing our mandate to observe and report, our visits are randomly scheduled, adding further chances to find sub-standard treatment, if present.  As our visits are random visits, there is no assurance that the service will be successful in attempting to make certain that all of the items listed above will be satisfactorily accomplished for their clients. While the cost of the service shall be determined, it is intended to make the service affordable for our clients.  We will provide the elderly regular visits, primarily to observe and report and by reporting we will draw attention to any observed deficiencies, report on the patients general attitude and frame of mind.   For elderly in assisted living facilities, we intend to report on the accommodation and basic assistance, commenting on dress, whether or not they take their medication(s) and satisfaction on their meals.  For elderly in nursing homes, we intend to provide an inexpensive service that will check on the patient in the nursing home, reporting patient cleanliness, condition of their bedding, that their hair is clean and presentable and that they have no complaints of mistreatment.



Liquidity and Capital Resources



On April 14, 2005 the Securities and Exchange Commission declared effective our SB2 registration statement registering for sale 957,000 shares of our common stock, including 157,000 shares registered on behalf of selling shareholders.  The effective period was for ninety days.  On July 13, 2005 the effective period expired.  On that date we had received subscriptions for 284,000 shares of common stock for a total of $71,000.



Management is considering its best course of action, taking into consideration that funds raised were only marginally in excess of the minimum amount stated in our prospectus.



We believe that our existing capital will be sufficient to meet our cash needs, including the costs of instituting our business plan on the minimal basis outlined in the prospectus and compliance with the continuing reporting requirements of the Securities Exchange Act. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow us to reach a profitable position before these funds run out.  Should this occur the Company's needs for additional financing are likely to increase.



No commitments to provide additional funds have been made by management or other stockholders.  Accordingly, there can be no assurance that any additional funds will be available.

Results of Operations.  The Company is a development stage company that generated no revenue during the past year.  The Company accumulated a deficit of approximately $95819 for the fiscal year ending December 31, 2005.  Implementation of our business plan was severely hampered due to the serious illness of our President and CEO.



As Mr. Weiss illness became more severe and his ability to function as chief executive officer lessened, he concluded that assistance was needed to seek new sources of financing, implement our business plan and to examine alternative courses of action.  On March 25, 2006 Mr. Brant E. Hodyno, JD, L.L.M. was appointed to the Board of Directors and elected Secretary/Treasurer and Chief Accounting Officer.  Mr. Weiss charged Mr. Hodyno with acquainting himself thoroughly with the affairs of the Company, assessing the practicality of our business plan and forming a plan for our future efforts.



PART II

OTHER INFORMATION



Item 1. Legal Proceedings



None



Item 2.

Changes in Securities



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 of the registrant 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.

A copy of the Form 8K reflecting this action is attached to this report as Exhibit 99.1.



Item 3.

Defaults Upon Senior Securities



Not Applicable



Item 4.

Submission of Matters to a Vote of Securities Holders



None



Item 6. Exhibits and Reports on Form 8K



A copy of the registrants Form 8K filed March 27, 2006 and reflecting the forward split of its issued and outstanding common stockis attached as Exhibit 99.1.





SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



ELDERWATCH, INC.



Dated May 12, 2006

/S/ Allan Weiss

Allan Weiss, President and Director





Exhibit 99.1



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 8-K





CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934





Date of report (Date of earliest event reported) March 25, 2006

--------------

ELDERWATCH, INC.

(Name of Small Business issuer in its charter)





FLORIDA000-51249               65-0891381

(State or other jurisdiction of            (Commission File No.)    (IRS Employer

incorporation or organization)                                                 Identification No.)





11731 Briarwood Circle, #1, Boynton Beach, FL 33437

(Address of principal executive offices)



(561) 740-0103

(Registrants telephone number)

-------------------------







Item 8 01. Other Events



On  March 25, 2006 the Board of Directors of the registrant passed unanimously a resolution authorizing a forward split of the issued and outstanding shares on a five to one (3  2) basis bringing the total common shares issued and outstanding to 7,837,500.



In another resolution passed at the same meeting, Mr. Brant E. Hodyno, Esquire, JD, L.L.M was appointed to the Board of Directors to serve until the next annual meeting of the Registrant and was elected by the Board to serve as Secretary Treasurer and Chief Accounting Officer.



A copy of the minutes of the meeting is including in this document as Exhibit 99.1



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





EXHIBITS



99.1

On  March 25, 2006 the Board of Directors of the registrant passed unanimously a resolution authorizing a forward split of the issued and outstanding shares on a five to one (3  2) basis bringing the total common shares issued and outstanding to 7,837,500.





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.



March 27, 2006



Elderwatch, Inc.



/s/ Allan Weiss



Allan Weiss, President



/s/Brant E. Hodyno

Brant E. Hodyno, Secretary/Treasurer