UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12 (b)
or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
SENIOR CARE INDUSTRIES, INC.
FKA GOLDEN CHEST, INC.
--------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 68-0221599
- ------- -----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3450 E. RUSSELL ROAD, LAS VEGAS, NV 89120
- ------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
()
- ---------------------------
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- --------------------------- ------------------------------
- --------------------------- ------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
------------------------------
(TITLE OF CLASS)
1
<PAGE>
FORWARD LOOKING STATEMENTS
Senior Care Industries, Inc., a developmental stage
company ("Senior Care Industries, Inc.," or the "Company")
cautions readers that certain important factors may
affect the Company's actual results and could cause such
results to differ materially from any forward-looking
statements that may be deemed to have been made in this Form
10-SB or that are otherwise made by or on behalf of the
Company. For this purpose, any statements contained in the
Form 10-SB that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate,"
"plans," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the
Company's results include, but are not limited to, the
Company's limited operating history, its ability to produce
additional products and services, its dependence on a limited
number of customers and key personnel, its possible need for
additional financing, its dependence on certain industries,
and competition from its competitors. With respect to any
forward-looking statements contained herein, the Company
believes that it is subject to a number of risk factors,
including: the Company's ability to implement its product
strategies to develop its business in emerging markets;
competitive actions; and, general economic and business
conditions. Any forward-looking statements in this report
should be evaluated in light of these important risk factors.
The Company is also subject to other risks detailed herein or
set forth from time to time in the Company's filings with the
Securities and Exchange Commission.
2
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
TABLE OF CONTENTS
Part I
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis
or Plan of Operation 5
Item 3. Description of Property 5
Item 4. Security Ownership of Management and
Others and Certain Security Holders 5
Item 5. Directors, Executives, Officers and
Significant Employees 6
Item 6. Remuneration of Directors and
Executive Officers 6
Item 7. Interest of Management and Others in
Certain Transactions 6
Item 8. Legal Proceedings 7
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 7
Item 2. Recent Sales of Unregistered Securities 7
Item 3. Description of Securities 7
Item 4. Indemnification of Directors and Officers 7
Part F/S
Item 1. Financial Statements 8
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 9
Part III
Item 1. Index to Exhibits 9
Item 2. Description of Exhibits
9
3
<PAGE>
Part I
Item 1. Description of Business
Senior Care Industries, Inc., a developmental stage
company, hereinafter referred to as "the Company", is filing
this Form 10-SB on a voluntary basis in order to make Senior
Care Industries' financial information equally available to
any interested parties or investors. The Company was organized
under the laws of the State of Idaho, February 26, 1968, as
Golden Chest, Inc., for the purpose of acquiring and
developing mineral properties. On April 5, 1999, the board of
directors changed the Company name to Senior Care Industries,
Inc., and changed corporate situs from Idaho to Nevada. The
Company was re-incorporated on August 26, 1999 under the laws
of the State of Nevada. A copy of the Company's Articles of
Incorporation is attached hereto and is incorporated herein by
reference. See Part III, Item 1.
In 1985, the Company merged with TAP Resources, Ltd,
(TAP) a British Columbia corporation in a transaction where
the Company issued 1.25 shares of Golden Chest Inc common
stock in exchange for each share of TAP common stock. At the
time of the merger, the Company and TAP were partners in a
minerals exploration joint venture. After the merger Golden
Chest Inc. was the surviving corporation while TAP Resources
was dissolved.
In 1990, the Company merged with Petro Gold Inc, a
Washington corporation, in a transaction where the Company
issued 3,000,000 shares of Senior Care Industries, Inc. common
stock in exchange for all shares of Petro Gold, Inc. common
stock. After the merger Senior Care Industries, Inc. was the
surviving corporation while Petro Gold, Inc. was dissolved.
In 1999, the company transferred its assets and
liabilities to Paymaster Resources Incorporated.
On August 31, 1999, the Company completed an asset
purchase agreement where it purchased the assets and
liabilities of East-West Developer, Inc. for a note payable of
$700,000 and 1,880,122 shares or Senior Care Industries,
Inc.'s common stock.
The Company is a firm which builds, develops, services,
acquires, finances, and manages a diverse portfolio of real
estate. The senior officers of the Company are themselves a
diverse mix of real estate professionals whose decades of
experience enable the company to focus on three distinct real
estate markets; (I) senior housing, (ii) conventional housing
consisting of town-home, apartments and condominiums; (iii)
and commercial retail development, with a particular emphasis
4
<PAGE>
on retail development that is ancillary to the Company's
housing project.
Because of their expertise and the fact that the
principal officers and directors of the Company are bi-
coastal, the Company is able to focus on the development of
its projects on the East Coast, with an emphasis on the New
York-New Jersey Metropolitan area, California, with an
emphasis on Southern California, and in Las Vegas and New
Mexico, thereby accessing and profiting from the most diverse
and fundamentally sound real estate markets in the country.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
To be added.
Item 3. Description of Property
The Company's corporate headquarters are located in Las
Vegas, Nevada and offices in California. The Company owns its
headquarters building in California. In addition, the Company
owns and, or is under construction on projects located in the
following communities and states:
1. 47 unit Senior Condominium Project, Monterey Park,
California.
2. 57 unit Senior Apartment Project, Albuquerque, New
Mexico.
3. 100 unit residential project, DelRan, New Jersey.
4. 25,000 square foot strip center located in Las Vegas,
Nevada.
5. A 32,000 square foot office in Las Vegas, Nevada.
6. A 30 acre commercial site fully entitled for a 245,450
square foot retail center, located in the DelRan
Township, New Jersey.
Item 4. Security Ownership of Management and Others and
Certain Security Holders.
The following table sets forth information, to the best
knowledge of the Company, as of the date of this Registration
Statement, with respect to each person known by the Company to
own beneficially more than five percent of the Company's
outstanding common and preferred stock, each director of the
Company and all directors and officers of the Company as a
group.
To be added.
5
<PAGE>
Item 5. Directors, Executives, Officers and Significant
Employees.
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Position
- ------------ --------------------
<S> <C>
Tom Reichman President and Director
Stephen Reeder Director
Martin Richelli Senior Vice President and Director
Bob Coberly Vice President and Director
Ken Shultz Secretary, Treasurer and Director
Scott Brake Assistant Vice President and
Director
Richard Hart Assistant Vice President
</TABLE>
The above listed directors will serve until the next annual
meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their
successors have been duly elected and qualified. Vacancies in
the existing Board of Directors are filled by majority vote of
the remaining Directors. Officers of the Company serve at the
will of the Board of Directors.
Item 6. Remuneration of Directors and Executive Officers.
To be added.
Item 7. Interest of Management and Others in Certain
Transactions.
In 1985, the Company merged with TAP Resources, Ltd, (TAP) a
British Columbia corporation in a transaction where the
Company issued 1.25 shares of Golden Chest Inc common stock in
exchange for each share of TAP common stock. At the time of
the merger, the Company and TAP were partners in a minerals
exploration joint venture. After the merger Golden Chest Inc.
was the surviving corporation while TAP Resources was
dissolved.
In 1990, the Company merged with Petro Gold Inc, a
Washington corporation, in a transaction where the Company
issued 3,000,000 shares of Senior Care Industries, Inc. common
stock in exchange for all shares of Petro Gold, Inc. common
6
<PAGE>
stock. After the merger Senior Care Industries, Inc. was the
surviving corporation while Petro Gold, Inc. was dissolved.
In 1999, the company transferred its assets and
liabilities to Paymaster Resources Incorporated.
On August 31, 1999, the Company completed an asset
purchase agreement where it purchased the assets and
liabilities of East-West Developer, Inc. for a note payable of
$700,000 and 1,880,122 shares or Senior Care Industries,
Inc.'s common stock.
Item 8. Legal Proceedings.
The Company is not engaged in any pending or threatened
legal proceedings.
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters.
To be added.
Item 2. Recent Sales of Unregistered Securities.
To be added.
Item 3. Description of Securities.
To be added.
Item 4. Indemnification of Directors and Officers.
The Nevada Revised Statutes and the Company's Articles of
Incorporation and Bylaws authorize indemnification of a
director, officer, employee or agent of the Company against
expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a
party by reason of having acted or served in such capacity,
except for liabilities arising from such person's own
misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who
was found liable for misconduct or negligence in the
performance of duty may obtain such indemnification if, in
view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and
reasonably entitled to indemnification. Insofar as
indemnification for liabilities arising under the Securities
7
<PAGE>
Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
Part F/S
Item 1. Financial Statements
The audited financial statements of the Company and related
notes which are included in this offering have been examined
by James E. Slayton, CPA, and have been so included in
reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
The following documents are filed as part of this report:
a) Senior Care Industries, Inc.
<TABLE>
<CAPTION>
Financial Statements Page
<S> <C>
Report of James E Slayton, CPA F-1
Balance Sheet - Assets
as of August 31, 1999 F-2
Balance Sheet - Liabilities and Shareholder's Equity
as of August 31, 1999 F-3
Statement of Operations
as of August 31, 1999 F-4
Statement of Stockholder's Equity
as of August 31, 1999 F-5
Statement of Cash Flows
as of August 31, 1999 F-6
Notes to Financial Statements F-7
</TABLE>
8
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
August 31, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
PAGE
<S> <C>
INDEPENDENT AUDITOR'S REPORT 1
BALANCE SHEET - ASSETS 2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7
</TABLE>
<PAGE>
James E. Slayton, CPA
3867 West Market Street
Suite 208
Akron, Ohio 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors September 10, 1999
Senior Care Industries, Inc. (The Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of Senior Care
Industries, Inc. (A Development Stage Company), as of August
31, 1999, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period January 1,
1999 to August 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally
accepted auditing standards. Those standards require that I
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis
evidence supporting the amounts and disclosures in the
financial statement presentation. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of Senior Care Industries, Inc., (A Development
Stage Company), as of August 31, 1999, and the results of its
operations and cash flows for the period January 1, 1999 to
August 31, 1999, in conformity with generally accepted
accounting principles.
/s/ James E. Slayton
- - -------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
F-1
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
August 31, 1999
ASSETS
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash 100.00
Prepaid Expenses 0.00
------------
Total Current Assets 100.00
PROPERTY AND EQUIPMENT
Real Estate 22,700,000.00
-------------
Total Property and Equipment 22,700,000.00
OTHER ASSETS
Organizational Costs (net of Amortization) 509.00
-------------
Total Other Assets 509.00
-------------
TOTAL ASSETS $22,700,609.00
=============
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
August 31, 1999
LIABILITIES & EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C>
Accounts Payable 0.00
------------
Total Current Liabilities 0.00
NON-CURRENT LIABILITIES
Real Estate Loans 12,600,000.00
-------------
Total Other Liabilities 12,600,000.00
-------------
Total Liabilities 12,600,000.00
EQUITY
Preferred Stock-Series A 20% participating,
convertible, redeemable 34,500.00
$1.00 par value: 500,000 shares authorized,
34,500 issued and outstanding
Preferred Stock, $0.001 par value,
authorized 5,000,000 shares;
Common Stock, $0.10 par value,
authorized 50,000,000 shares;
issued and outstanding at August 31, 1999,
20,083,352 common shares 11,920,932.00
Additional Paid in Capital 5,630.00
Retained Earnings (Accumulated Deficit) (1,860,453.00
--------------
Total Stockholders' Equity 10,100,609.00
--------------
TOTAL LIABILITIES & OWNER'S EQUITY 22,700,609.00
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD ENDING
August 31, 1999
<TABLE>
<CAPTION>
REVENUE
<S> <C>
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative 832.00
Interest Expense 1,037.00
--------
Total Costs and Expenses 1,869.00
--------
Net Ordinary Income or (Loss) (1,869.00)
=========
Weighted average
number of common
shares outstanding 20,083,352
Net Loss
Per Share 0.00
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD ENDING
August 31, 1999
<TABLE>
<CAPTION>
Preferred Common
Stock Stock
Shares Amount Shares Amount
-----------------------------------------
<S> <C> <C> <C> <C>
Balance as at
December 31, 1998 34,500 $34,500 18,203,230 $1,820,323
and audit costs
Common Stock issued for net assets
purchased from East-West 1,880,122 $10,100,609
Community Developer, Inc
August 18, 1999
Net loss for period ended
August 31, 1999
-----------------------------------------
Balances as at
August 31, 1998 0 $34,500 20,083,352 $11,920,932
=========================================
Additional Total
paid-in Accumulated Stockholder's
Shares Deficit Equity
-----------------------------------------
<S> <C> <C> <C>
Balance as at
December 31, 1998 $5,630 $(1,858,584) $1,869
and audit costs
Common Stock issued for net assets
purchased from East-West
Community Developer, Inc
August 18, 1999 0 $10,100,609
Net loss for period ended
August 31, 1999 $(295) $(295)
-----------------------------------------
Balances as at
August 31, 1998 $5,630 $(1,858,879) $10,102,183
=========================================
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR PERIOD ENDING
August 31, 1999
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Cash received from customers 0.00
--------------
Cash paid to suppliers and employees 832.00
Cash disbursed for Operating Activities 0.00
--------------
Net cash flow provided by operating activities (832.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment 0.00
--------------
Net cash used by investing activities 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 100.00
Donated Capital 0.00
--------------
Net cash provided by financing activities 100.00
Balance at beginning of period 832.00
Net increase (decrease) in cash
and cash equivalents (732.00)
Balance as at end of period 0.00
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 26, 1968 under the
laws of the State of Idaho as Golden Chest, Inc. (the Company)
for the purpose of acquiring and developing mineral
properties. On April 5, 1999, the board of directors changed
the corporate situs from Idaho to Nevada.
In 1985, the Company merged with TAP Resources, Ltd,
(TAP) a British Columbia corporation in a transaction where
the Company issued 1.25 shares of Golden Chest Inc common
stock in exchange for each share of TAP common stock. At the
time of the merger, the Company and TAP were partners in a
minerals exploration joint venture. After the merger Golden
Chest Inc. was the surviving corporation while TAP Resources
was dissolved.
In 1990, the Company merged with Petro Gold Inc, a
Washington corporation, in a transaction where the Company
issued 3,000,000 shares of Senior Care Industries, Inc. common
stock in exchange for all shares of Petro Gold, Inc. common
stock. After the merger Senior Care Industries, Inc. was the
surviving corporation while Petro Gold, Inc. was dissolved.
In 1999, the company transferred its assets and
liabilities to Paymaster Resources Incorporated.
On August 31, 1999, the Company completed an asset
purchase agreement where it purchased the assets and
liabilities of East-West Developer, Inc. for a note payable of
$700,000 and 1,880,122 shares or Senior Care Industries,
Inc.'s common stock.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been
determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted
average number of shares of common stock
outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid
since inception.
4. The cost of equipment is depreciated over the
estimated useful life of the equipment utilizing the
straight line method of deprecation.
5. The Company has not adopted all AcSec SOP's.
Adjustments to the financial statements are
immaterial. Accordingly no adjustments have been
made to the financial statements.
F-7
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 1999
NOTE 3 - RELATED PARTY TRANSACTION
The officers and directors of the Company are involved
in other business activities and may, in the future, become
involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face
a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire
any additional shares of common stock.
NOTE 6 - NON-CURRENT DEBT
The Company has non-current obligations as summarized in
the table below.
<TABLE>
<CAPTION>
Summary on Non-Current Debt
Total Debt Due in
1999
<S> <C> <C>
Commercial Federal Bank 1st 1,783,315.00 109,345.60
Hampton House Trust 2nd 266,685.00 16,800.00
Gonzo Financial 1st 1,150,000.00 0.00
Gonzo Financial 1st 670,000.00 0.00
OVB Trust 2nd 400,000.00 0.00
Catalina Mortgage 1st 2,350,000.00 0.00
Impac Financial 1st 693,000.00 50,568.00
Bay Area Financial 2nd 312,000.00 23,205.00
United Commercial 1st 4,975,000.00 0.00
12,600,000.00 199,918.60
Due in Due in
2000 2001
<S> <C> <C>
Commercial Federal Bank 1st 187,449.60 187,449.60
Hampton House Trust 2nd 28,800.00 28,800.00
Gonzo Financial 1st 0.00 0.00
Gonzo Financial 1st 0.00 0.00
OVB Trust 2nd 0.00 0.00
Catalina Mortgage 1st 0.00 0.00
Impac Financial 1st 86,688.00 86,688.00
Bay Area Financial 2nd 39,780.00 39,780.00
United Commercial 1st 0.00 0.00
342,717.60 342,717.60
</TABLE>
F-8
<PAGE>
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None--Not Applicable
Part III
Item 1. Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Title
- - ------ -----
<S> <C>
3.1 Articles of Incorporation, as filed with the
Nevada Secretary of State on August 26, 1999
3.2 By-laws
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Senior Care Industries, Inc.
(Registrant)
Date: September 14, 1999 By: /s/ Tom Reichman
-----------------------
Tom Reichman
President and Director
Item 2. Description of Exhibits
9
1
1
ARTICLES OF INCORPORATION
OF
SENIOR CARE INDUSTRIES, INC.
The undersigned incorporator hereby forms a corporation
Pursuant to the General Corporation Law of the State of Nevada.
(Chapter 78 of Nevada Revised Statutes).
ARTICLE I
CORPORATE NAME
The name of the Corporation is Senior Care Industries, Inc.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
GENERAL PURPOSES
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Nevada.
ARTICLE IV
CAPITAL STOCK
(1) The total authorized capital of the Corporation shall
consist of the following: (a) 20,000,000 shares of common stock,
$.01 par value per share, and (b) 5,000,000 shares of preferred
stock, $.01 par value per share.
(2) The Board of Directors is hereby authorized to establish,
out of authorized but unissued shares of preferred stock, one or
more series of the preferred stock and to fix and determine the
relative rights, preferences and privileges of the shares of any
series of preferred stock so established.
(3) Any and all of such shares of common stock or preferred
stock may be issued for such consideration as shall be fixed from
time to time by the Board of Directors. The consideration shall be
paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor or services actually performed for the
1
<PAGE>
Corporation. The Board of Directors shall establish the value of
any consideration paid in whole or in part in property, labor or
services and determination of value so made by the Board of
Directors shall be binding upon the Corporation and all
shareholders. Shareholders shall not have pre-emptive rights or be
entitled to cumulative voting in connection with the shares of the
Corporation's common stock or preferred stock.
ARTICLE V
REGISTERD OFFICE
The registered office of the Corporation in the State of
Nevada is c/o Pat Hartley, 3642 Boulder Highway, #387, Las Vegas,
Nevada 89121. The registered agent for the corporation at that
address is P. A. Hartley.
ARTICLE VI
DIRECTORS
The number of directors constituting the initial Board of
directors of the Corporation is one (1) and the name and address of
the person who is to serve as director until his successor is
elected and shall qualify is:
David L. Kagel 1801 Century Park East
25th Floor
Las Angeles, California 90067
ARTICLE VII
NON-ASSESSABILITY
Shares of the Corporation shall not be subject to assessment
for payment of the debts of the Corporation.
ARTICLE VIII
CERTAIN CONTRACTS
No contracts or transaction between the Corporation and one or
more of its directors or officers or between the Corporation and
any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are
directors of officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the
board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for
such purpose, if:
2
<PAGE>
1. The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the Board or
Directors or the Committee, and the Board or committee, in good
faith, authorizes the contract or transaction by a vote sufficient
director or directors; or
2. The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
3. The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified, by the
Board of Directors, a committed thereof, or the stockholders.
Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction.
ARTICLE IX
BYLAWS
The Board of Directors shall have the power to make, adopt,
amend, or repeal the Bylaws of the Corporation.
ARTICLE X
INDEMNIFICATION
Section 1. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be or not
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opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
2. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened
pending or completed action or suit by or in the right of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he aced in good faith an in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless
and only to the extent the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses with such court shall deem proper.
3. To the extent that any person referred to in paragraphs
1 and 2 of this Article X has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
therein or in defense of any claim, issue or matter therein, th
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
4. Any indemnification under paragraphs 1 and 2 of this
Article XI (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in paragraphs 1 and 2
of this Article X. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or other
proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
stockholders.
5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer,
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employee or agent to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
Corporation as provided in this Article X.
6. The indemnification provided by this Article X shall not
be deemed exclusive or any other rights to which those seeking
indemnification may be entitled under any statue, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, office, employee or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
of other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this
Article X
8. For the purposes of this section, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
Corporation so that any person who is or was a director, officer,
employee or agent or such a constituent corporation or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this section with
respect to the resulting or surviving corporation in the same
capacity.
ARTICLE XI
STOCKHOLDER ACTION BY CONSENT
Any corporate action upon which a vote of stockholders is
required or permitted may be taken without a meeting or vote of
stockholders with the written consent of stockholders having not
less than a majority of all of the stock entitled to vote upon the
action if a meeting were held; provided, that in no case shall the
written consent be by holders having less than the minimum percent
of the vote required by statute for the proposed corporate action
and provided tht prompt notice be given to all stockholders of the
taking of corporate action without a meeting and by less that
unanimous written consent.
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ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statue,
and all rights conferred upon stockholders herein are granted
Subject to this reservation.
ARTICLE XIII
INCORPORATOR
The name and mailing address of the incorporator of the
Corporation is:
David L. Kagel 1801 Century Park East
25th Floor
Las Angeles, California 90067
The undersigned, for the purpose of forming a corporation
under the laws of the State of Nevada, does make, file, and record
this Certificate, and does certify that the facts stated herein are
true; and has executed these Articles of Incorporation.
DATED this 18 day of August, 1999.
/s/ David L. Kagel
-----------------------------
David L. Kagel, Incorporator
STATE OF CALIFORNIA
County of Los Angeles
On this 15th day of August 1999, before me, Klint James McKay,
a Notary Public, personally appeared David L. Kagel, personally
known to me, who severally acknowledged that he executed the above
instrument.
/s/ Klint James McKay
- - --------------------------- ---------------------------
Official Seal Notary Public
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CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
By Resident Agent
Pat Hartley hereby accepts the appointment as Resident Agent of the
above named corporation.
Pat Hartley
Resident Agent
/s/ Pat Hartley (Date) 8-18-99
- -----------------
7
SENIOR CARE INDUSTRIES, INC.
BY LAWS
ARTICLE ONE
CAPITAL STOCK
SECTION ONE: Share certificates, as approved by the Board of
Directors, shall be issued to shareholders specifying the name
of the owner, number of shares, and date of issue. Each
certificate shall be signed by the President and Secretary
with the corporate seal affixed thereon. Each certificate
shall be numbered in the order in which it is issued.
SECTION TWO: Each shareholder shall be entitled to one vote
per share of common stock, unless otherwise stated in Article
of Incorporation.
SECTION THREE: Transfer of shares of stock shall be in the
transfer ledger of the corporation. Such transfers shall be
done in person or by power of attorney. Transfers shall be
completed on the surrender of the old certificate, duly
assigned.
ARTICLE TWO
SHAREHOLDER'S MEETING
SECTION ONE: The annual meeting of the shareholders shall be
held on the 10th day of December at 3450 East Russell Road, Las
Vegas, Nevada 89102. If the stated day is a weekend day or a
legal holiday, the meeting shall be held on the next
succeeding day not a weekend day or a holiday.
SECTION TWO: The place of the annual meeting may be changed
by the Board of Directors within or without the State of
incorporation for any given year upon 90 days notice to the
shareholders. Special meetings may be held within or without
of the State of incorporation and at such time as the Board of
Directors may fix.
<PAGE>
SECTION THREE: Special meeting of the shareholders may be
called at any time by the President or any holder(s) of at
least twenty-five percent of the outstanding capital stock.
SECTION FOUR: Notice of any special meeting of the
shareholders shall be given to all shareholders to their last
known address by registered mail. Notice of any special
meeting of the share-holders shall state the purpose of such
meeting. Notice of a special meeting may be waived in writing
either before or after such meeting.
SECTION FIVE: Unless otherwise provided by law or the
Articles of Incorporation, all meetings of the shareholders,
action may be taken by a majority vote of the number of shares
entitled to vote as represented by the shareholders present at
such meeting. Directors shall be elected by a plurality vote.
A quorum shall constitute one share over fifty percent of the
outstanding shares entitled to vote as represented by the
shareholders present at such meeting. No business may be
transacted without the presence of a quorum. At any time
during any shareholders meeting, if it is determined that a
quorum is no longer present, the meeting shall be then
adjourned.
SECTION SIX: Action may be taken by the shareholders without
a formal meeting by consent, if such consent is executed in
writing by all of the shareholders entitled to vote and if
allowed under the laws of the State of Incorporation.
<PAGE>
ARTICLE THREE
DIRECTORS
SECTION ONE: The Board of Directors shall control the full
and entire management of the affairs ad business of the
corporation. The Board of Directors shall adopt rules and
regulations to manage the affairs and business of the
corporation by resolution at special or the annual meeting. A
quorum shall consist of a majority of the directors.
Resolutions adopted and all business transacted by the Board
of Directors shall be done by a majority vote of the directors
present at such meetings
SECTION TWO: The Board of Directors shall consist of three
members to be elected by the shareholders at an annual
meeting. The term of office shall be one year. Vacancies may
be filled by the Board of Directors prior to the expiration of
the term. Such appointment shall continue until the next
annual meeting of shareholders.
SECTION THREE: The Board of Directors shall meet annually at
the same place of the shareholders meetings immediately
following the annual meeting of the shareholders. Special
meetings of the Board of Directors may be called by the
President or any three (3) directors on ten (10) days notice,
or such other and further notice as required by the laws of
the State of incorporation.
SECTION FOUR: Notice of special or regular meetings of the
Board of Directors other than the annual meeting of the Board
of Directors, Shall be made by mail to the last known address
of each director. Such notice shall be mailed ten (10) days
prior to such meeting and shall include time and
<PAGE>
place and reasons for the meeting. All other requirements of
the laws of the State of incorporation for notices shall be
followed.
SECTION FIVE: All directors of the corporation who are
present at a meeting of the Board of Directors shall be deemed
to have assented to action taken at such meeting as to any
corporate action taken, unless a director who did not vote in
favor on such action goes on record in the minutes as
dissenting. In such a case, the dissenting directors will not
be deemed to having assented to the action taken.
SECTION SIX: Directors may be removed for cause by a majority
vote at a meeting of the shareholders or Directors. Directors
may be removed without cause by a majority vote at a meeting
of shareholders.
ARTICLE FOUR
OFFICERS
SECTION ONE: The officers of the corporation shall consist of
a President, Vice President, Secretary and Treasurer. All
officers shall be elected by the Board of Directors and shall
serve a term for compensation as fixed by the Board of
Directors. The Board of Directors may establish other offices
as it may be deem fit.
SECTION TWO: The chief executive officer shall be the
President. The President shall have management powers of the
corporation. His duties shall include but are not limited to
administration of the corporation presiding over shareholders
meeting including general supervision
<PAGE>
of the policies of the corporation as well as general
management. The President shall execute contracts, mortgages,
loans and bonds under the seal of the corporation. The
President shall have other powers as determined by the Board
of Directors by resolution.
SECTION THREE: The Secretary shall keep the minutes of
meetings of the Board of Directors and shareholder meetings.
The Secretary shall have charge of the minute books, seal and
stock books of the corporation. The Secretary shall have other
powers as delegated by the President.
SECTION FOUR: The Treasurer shall have the power to manage
the financial affairs of the corporation. The Treasurer shall
keep books and records of the financial affairs and make such
available to the President and Board of Directors upon
request. The Treasurer may make recommendations to the
officers and directors in regard to the financial affairs of
the corporation.
SECTION FIVE: The Vice-President, if one is appointed by the
Board or Directors, shall have such powers as delegated to him
by the President. Upon the inability to perform by the
President, the Vice-President shall serve as President until
such time as the President shall be able to perform or further
action by the Board of Directors. The President shall be
deemed unable to perform his duties upon written notification
by the President of such inability or resignation to the Board
of Directors that the President is unable to perform.
SECTION SIX: Vacancies shall be filled by the Board of
Directors. Until such time as vacancies are filled the
following rules of succession shall apply without regard to
Section Five of this Article. The Vice-President shall act as
President, the Treasurer shall act as Secretary, and the
Secretary
<PAGE>
shall act as Treasurer.
SECTION SEVEN: Assistants to officers may be appointed by the
President. These duties shall be those delegated to them by
the President or the Board of Directors.
SECTION EIGHT: Compensation of the officers shall be
determined by the Board of Directors.
ARTICLE FIVE
CONTRACTS AND INSTRUMENTS OF INDEBTEDNESS
SECTION ONE: No contracts or any instrument of indebtedness
shall be executed without approval by the Board of Directors
by resolution. Upon such resolution, the President shall be
authorized to execute contracts or instruments of indebtedness
as specified in the resolution.
SECTION TWO: All checks, drafts or other instruments of
indebtedness shall be executed in the manner as determined by
the Board of Directors by resolution.
ARTICLE SIX
CORPORATE SEAL
The seal of the corporation shall be provided by the
Board of Directors by resolution. The seal shall be used by
the President or other officers of the corporation as provided
for in these By-laws..
ARTICLE SEVEN
<PAGE>
AMENDMENT
These By-laws may be amended from time to time by a
majority vote of the Board of Directors or by a majority vote
of the shareholders. These By-laws may be repealed and new By-
laws established in the same manner as amendments. These By-
laws will continue in full force and effect until amended or
repealed and replaced by new By-laws.
ARTICLE EIGHT
DIVIDENDS
The Board of Directors may from time to time declare
dividends to the shareholders. These distributions may be in
cash or property. No such dividends may be made out of the
capital of the corporation.
