TCI 13E-3 (A1213192.DOC;4)

Rule 13e-3 TRANSACTION STATEMENT
under Section 13(e) of the Securities Exchange Act of 1934

Edward Reiss
Co-Chief Executive Officer
TENDERCARE INTERNATIONAL, INC.
3925 North Hastings Way
Eau Claire, WI 54703
(715) 833-1750
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:
Steven Randall, Esq.
Michael Best & Friedrich LLP
401 North Michigan Avenue
Suite 1900
Chicago, IL 60611-4274

       a.     [X]  The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").
       b.     ◻   The filing of a registration statement under the Securities Act of 1933.
       c.     ◻   A tender offer.
       d.     ◻  None of the above.
       Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    [X}

Check the following box if the filing is a final amendment reporting the results of the transaction: ◻

(1) Calculated solely for purposes of determining the filing fee, this amount was based on the estimated amount in cash to be paid in lieu of fractional shares of common stock.

◻ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed by TenderCare International, Inc., a Colorado corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") for purposes of effecting the transaction described herein.

Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement on Schedule 14A of the Securities Exchange Act of 1934, as amended (the "Proxy Statement"), containing, among others, a proposal for the approval of, and information relating to, a proposal to effectuate a one for 25,000 reverse stock split of shares of common stock, par value $0.01, of the Company. The information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference into this Schedule 13E-3 in its entirety, and the responses to each item are qualified in their entirety by the provisions of the Proxy Statement.

The information set forth in the Proxy Statement under the section "Summary Term Sheet" is incorporated herein by reference.

(a) Name and Address. The name of the Company is TenderCare International, Inc. Its principal executive offices are located at 3925 North Hastings Way, Eau Claire, WI 54703, and its telephone number is (715) 833-1750.

(b) Securities. As of August 31, 2005, there were approximately 7,482,382 shares of the Company's common stock, $0.01 par value, outstanding.

(c) Trading Market and Price. The information set forth in the Proxy Statement on under the section "The Reverse Split-Market Prices of the Common Stock and Dividend Policy" is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the section "The Reverse Split-Market Prices of the Common Stock and Dividend Policy" is incorporated herein by reference.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the section "The Company -- Certain Relationships and Transactions with Affiliates" is incorporated herein by reference.

(a) Name and Address. TenderCare International, Inc., the subject company, is the filing person. Its principal executive offices are located at 3925 North Hastings Way, Eau Claire, WI 54703, and its telephone number is (715) 833-1750. The information set forth in the Proxy Statement under the section "The Company -- Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the section "The Company -- Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

(1)-(5) The information set forth in the Proxy Statement under the section "The Company -- Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

(a) Material Terms. The information set forth in the Proxy Statement under the sections "Summary Term Sheet," "Special Factors" and "The Reverse Split" is incorporated herein by reference.

(b) Purchases. The information set forth in the Proxy Statement under the sections "The Reverse Spli - Interest of Affiliated Persons in the Transaction" is incorporated herein by reference.

(d) Appraisal Rights. The information set forth in the Proxy Statement under the section "The Reverse Split - Appraisal and Dissenters' Rights" is incorporated herein by reference.

(f) Eligibility for Listing or Trading. The Company's common stock is traded over-the-counter on the Over the Counter Bulletin Board under the symbol "TCAR.OB. Following the reverse stock split, the Company will not take any steps to qualify the Company's common stock for trading on any automated quotations system operated by a national securities association. The Company's common stock may be traded through the Pink Sheets.

(a) Transactions. The information set forth in the Proxy Statement under the section "The Company - Certain Relationships and Transaction with Affiliates" is incorporated herein by reference.

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the section "Special Factors-Background of the Reverse Split," "-- Reasons for the Reverse Split," "-- Alternative Transactions Considered" and "-- The Company - Certain Relationships and Transaction with Affiliates" is incorporated herein by reference.

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the section "The Company - Certain Relationships and Transaction with Affiliates" is incorporated herein by reference.

(e) Agreements Involving the Subject Company's Securities. The information set forth in the Proxy Statement under the section "The Company - Certain Relationships and Transaction with Affiliates" is incorporated herein by reference.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the sections "The Reverse Split -- Stock Certificates" is incorporated herein by reference.

(c) Plans. The information set forth in the Proxy Statement under the sections "Special Factors -- Purpose of the Reverses Split," "-- Reasons for the Reverse Split," "-- Structure of the Reverse Split," "-- Certain Negative Aspects of the Reverse Split," "-- Effects of the Reverse Split on the Company" and "The Reverse Split -- Conduct of the Company's Business After the Reverse Split" is incorporated herein by reference.

(a) Purposes. The information set forth in the Proxy Statement under the section "Special Factors-Purpose of the Reverse Split" is incorporated herein by reference.

(b) Alternatives. The information set forth in the Proxy Statement under the section "Special Factors - Background of the Reverse Split," -- Alternatives Transactions Considered" is incorporated herein by reference.

(c) Reasons. The information set forth in the Proxy Statement under the section "Special Factors-Reasons for the Reverse Split" is incorporated herein by reference.

(d) Effects. The information set forth in the Proxy Statement under the sections "Special Factors - Certain Negative Aspects of the Reverse Split," "-- Effects on Shareholder With Fewer than 25,000 Shares of the Company's Common Stock," "-- Effects on Shareholder With 25,000 or More Shares of the Company's Common Stock," "-Effects of the Reverse Split on the Company," "--Accounting Consequences" and "-Certain Material Federal Income Tax Consequences" is incorporated herein by reference.

(a) Fairness. The information set forth in the Proxy Statement under the section "Summary Term Sheet - Determination of Our Board of Directors," "Special Factors -- Recommendation of Our Board of Directors; Fairness of the Reverse Split" and "The Reverse Split - Recommendation of Our Board of Directors" is incorporated herein by reference.

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the section ""Special Factors - Fairness of the Reverse Split to Unaffiliated Shareholders," -- Other Factors Reflecting the Fairness of the Reverse Split," "-- Recommendation of Our Board of Directors; Fairness of the Reverse Split" and "The Reverse Split - Recommendation of Our Board of Directors"

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the section "Summary Term Sheet -Shareholder Approval" is incorporated herein by reference.

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the sections "Special Factors -- Provisions for Unaffiliated Shareholders" is incorporated herein by reference.

(e) Approval of Directors. The information set forth in the Proxy Statement under the section "Summary Term Sheet - Determination of Our Board of Directors," "-Shareholder Approval," "Special Factors -- Background of the Reverse Split" and "The Reverse Split - Recommendation of Our Board of Directors" is incorporated herein by reference..

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the section "Special Factors-Background of the Reverse Split" and "-- Summary of Financial Advisor's Report" is incorporated herein by reference.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the section "Special Factors "-- Summary of Financial Advisor's Report" is incorporated herein by reference.

(c) Availability of Documents. The information set forth in the Proxy Statement under the sections "Special Factors "-- Summary of Financial Advisor's Report" and "Available Information" is incorporated herein by reference.

(a) Source of Funds. The information set forth in the Proxy Statement under the section "The Reverse Split-Source of Funds and Financial Effect of the Reverse Split" is incorporated herein by reference.

(b) Conditions. The information set forth in the Proxy Statement under the section "The Company - Certain Relationships and Transactions with Affiliates" is incorporated herein by reference.

(c) Expenses. The information set forth in the Proxy Statement under the sections "The Reverse Split -- Source of Funds and Financial Effect of the Reverse Split" and "-- Estimated Costs of the Reverse Split" is incorporated herein by reference.

(d) Borrowed Funds. The information set forth in the Proxy Statement under the section "The Reverse Split-Source of Funds and Financial Effect of the Reverse Split" is incorporated herein by reference.

(a) Security Ownership. The information set forth in the Proxy Statement under the section "Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the sections "Summary Term Sheet - Shareholder Approval," "Special Factors - Other Factors Reflecting Fairness of the Merger" and "The Reverse Split - Interests of Affiliated Persons in the Transaction" is incorporated herein by reference.

(e) Recommendations of Others. The information set forth in the Proxy Statement under the section "Summary Term Sheet - Shareholder Approval," "Special Factors-Recommendation of the Board; Fairness of the Reverse Split" and "The Reverse Split - Recommendation of Our Board of Directors" is incorporated herein by reference.

(1) The financial information set forth in the section captioned "Selected Historical Financial Information" of the Proxy Statement and in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, filed April 1, 2005, as amended on Form 10-KSB/A, filed July 12, 2005.

(2) The financial information set forth in the Company's Quarterly Report on Form 10-QSB for the period ended September 30 , 2005, filed on September 30, 2005 on Form 10-QSB/A, filed on December 9, 2005.

Fiscal Year Ended December 31, 2004	Fiscal Year Ended December 31, 2003	Nine-Months Ended September 30, 2004	Nine Months Ended September 30, 2005
1.78	24.63	1.89	2.09

(b) Pro Forma Information. The financial information set forth in the section captioned "Selected Historical Financial Information" of the Proxy Statement is incorporated herein by reference.

(a) Solicitation or Recommendations. The information set forth in the Proxy Statement under the section "Special Factors - Background of the Reverse Split" and "-- Summary of Financial Advisor's Report" is incorporated herein by reference.

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the sections "The Reverse Split-Source of Funds and Financial Effect of the Reverse Split" and "-Fees and Expenses" is incorporated herein by reference.

(b) Other Material Information. The information set forth in the Proxy Statement and exhibits thereto is incorporated herein by reference.

(a) (2) Preliminary Notice of Special Meeting of Shareholders (incorporated herein by reference to Schedule 14A filed by the Company with the SEC on December 2, 2005).

(3) Preliminary Proxy Statement of the Company (incorporated herein by reference to Schedule 14A filed by the Company with the SEC on December 2, 2005).

(d) (1) Promissory Note and Loan Agreement, between the Company and Brenda Schenk, dated July 14, 2005.

(2) Promissory Note and Loan Agreement, between the Company and Edward Reiss, dated July 14, 2005.

(3) $100,000 original principal amount promissory note made by the Company, dated July 21, 2005, in favor of Ms. Schenk, due on demand.

(4) $50,000 original principal amount promissory note made by the Company, dated July 21, 2005, in favor of Edward Reiss, due on demand.

(5) $86,000 original principal amount promissory note made by the Company, dated November 14, 2005, in favor of Edward Reiss, due on demand.

(6) Commercial Guaranty in favor of WestStar Bank, dated June 10, 2004, made by Mr. Reiss.

(7) Commercial Guaranty in favor of WestStar Bank, dated June 10, 2004, made by Ms. Schenk.

After due inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	TENDERCARE INTERNATIONAL, INC.
	By:	/s/ Edward Reiss
	Name:	Edward Reiss
	Title:	Co-Chief Executive Officer
	Date:	December 2, 2005

		EXHIBIT INDEX

Exhibit Number		Description
(a)		Preliminary Proxy Statement of the Company (incorporated herein by reference from the Company's Schedule 14A filed with the SEC on December 13, 2005).
(b)		Not applicable.
(c)		Report of Financial Advisor, dated as of August 18, 2005.
(d)		(1) Promissory Note and Loan Agreement, between the Company and Brenda Schenk, dated July 14, 2005. (2) Promissory Note and Loan Agreement, between the Company and Edward Reiss, dated July 14, 2005. (3) $100,000 original principal amount promissory note made by the Company, dated July 21, 2005, in favor of Ms. Schenk, due on demand. (4) $50,000 original principal amount promissory note made by the Company, dated July 21, 2005, in favor of Edward Reiss, due on demand. (5) $86,000 original principal amount promissory note made by the Company, dated November 14, 2005, in favor of Edward Reiss, due on demand. (6) Commercial Guaranty in favor of WestStar Bank, dated June 10, 2004, made by Mr. Reiss. (7) Commercial Guaranty in favor of WestStar Bank, dated June 10, 2004, made by Ms. Schenk.
(e)		Included in Exhibit (a) and Exhibits (d)(5) and (d)(6) hereto.
(f)		Included in Exhibit (a) hereto.
(g)		Not applicable.
(h)		Not applicable.