UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
AMENDMENT NO. 1
AS FILED DECEMBER 23, 1999
GENERAL FORM FOR REGISTRATION OF SECURITIES
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.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 68-0221599
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3450 E. RUSSELL ROAD, LAS VEGAS, NV 89120
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(949) 376-3125 (949) 376-9117 FAX
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(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
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
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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.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
TABLE OF CONTENTS
Part I 4
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis
or Plan of Operation 5
Item 3. Description of Property 9
Item 4. Security Ownership of Management and
Others and Certain Security Holders 9
Item 5. Directors, Executives, Officers and
Significant Employees 10
Item 6. Remuneration of Directors and
Executive Officers 13
Item 7. Interest of Management and Others in
Certain Transactions 13
Item 8. Legal Proceedings 13
Part II 13
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 13
Item 2. Recent Sales of Unregistered Securities 14
Item 3. Description of Securities 14
Item 4. Indemnification of Directors and Officers 14
Part F/S 15
Item 1. Financial Statements 15
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 15
Part III 15
Item 1. Index to Exhibits 15
Item 2. Description of Exhibits 16
Signatures 16
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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.
Senior Care Industries is a diversified firm consisting of a
real estate division and a manufacturing division. The real
estate division invests in, manages, and develops
conventional housing, assisted living communities, senior
housing, and commercial properties. The manufacturing division
acquires furniture manufacturing companies and food
manufacturing companies, enabling the firm to service its
assisted living facilities with its own food and furnish its
facilities through its own manufacturing companies. The
company has no Brochures.
The Company employs 12 employees, full time. The company
expects to employ 100 employees by December 31, 2001.
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The Company's projects and/ or the services its projects may
offer fall under the auspices of various state and federal
regulatory agencies and various licensing and or zoning
requirements and programs, such as the "Medicaid waiver
programs" that are specific to assisted living facilities
and/or senior housing facilities in the communities they are
located in. The company currently owns a project in Monterey
Park, California whose zoning approval required a non-profit
organization be formed to own a 10% interest at the request of
the city of Monterey Park.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
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
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.
On April 30, 1999 Senior Care Industries acquired a licensing
agreement with CF Kent, a diversified manufacturer of
furniture with separate 100,000 square foot plants in Beijing
and Shanghai, enabling the company to manufacture high end
furniture for its facilities at wholesale prices. CF Kent has
a 10 year history of manufacturing furniture for US furniture
manufacturers who sell the products to retail stores
throughout the United States. The company is seeking to expand
its manufacturing capabilities by acquiring a domestic
furniture manufacturer. In addition, the Company is seeking a
food manufacturing company to acquire in order to service the
food needs of its assisted living facilities.
MARKETING PLAN
Senior Care believes its competition both locally, regionally
and nationally is American Retirement Communities (ARC), a
developer of assisted living facilities nationally.
The "elder care" industry is expanding as a simple matter of
demographics takes over the market - the age of the average
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American is getting older every year. Senior citizens are
acquiring more clout in the market, and are changing key real
estate concepts. Senior citizens are looking for properties
that can provide them with the lifestyle and assistance that
they require. Nursing homes, assisted care facilities, and
private residences for senior citizens are very active sectors
of the market - flooded with demand and an absence of supply.
Because of this, many development firms are acquiring
properties and are reconfiguring them to suit the needs of the
elderly. While barriers to entry into this industry are
starting to appear, firms with a highly aggressive acquisition
schedule, like Senior Care Industries Inc., can position
themselves to be key players in different geographic
locations.
Convalescent hospitals and senior care facilities are
overcrowded across the nation, and nowhere is this more true
than in Southern California and the East Coast With month-
long wait lists for clients to check into these facilities,
the demand in this industry far exceeds the supply. As
current demographic trends suggest, this demand will only
grow; making this segment of the real estate and senior
service markets a distinctive, long-term growth industry.
Nationwide Demographics: Senior Housing
Due to the aging of the population, the number of people
included in this segment is increasing, and is projected to
have strong continued growth. Because of increases in life
expectancy, the U.S. Census Bureau statistics cite that the
proportion of Americans over the age of 65 has steadily gained
during this century. In 1994, 1 in 8 Americans was over 65,
by the year 2050, it is projected that 1 in 5 will be over
this age. In 1993, 600,000 assisted living units generated a
combined total of $12 billion in revenue. Due to the "graying
of America," the number of assisted living units is expected
to reach 1.3 million by the year 2000, generating in excess of
$33 billion in revenue.
California Demographics: Senior Housing, Conventional Housing,
and Commercial Development.
Although the Company will continue it's west coast development
in Las Vegas, New Mexico, Arizona and California, it is
placing particular emphasis on locating opportunities within
southern California's "sixty mile circle". The two existing
senior projects under contract (Eden Roc and Valley View) and
the Evergreen Manor II project owned by the Company, as well
as the commercial project in Laguna Beach that is owned by the
Company, fall within the "sixty mile circle", which is the
area within sixty miles of downtown Los Angeles. This area
represents the heart of the southern California market as
defined by Bank of America, and is one of the most dynamic
economies in the United States. The market contained within
the "sixty mile circle" accounts for nearly one half of the
state of California's personal income, one half of the states
total economy, 45% of the states population, 48% of the states
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non-farm employment, and two thirds of the states valuation in
international trade. According to Bank of America, the "sixty
mile circle" is the nations second largest concentrated area
of population, employment, business and industry, and exceeds
the population of all but three states in the country
excluding California. Among the 13 western states, the "sixty
mile circle" accounts for 25% of the population and 27% of the
personal income. This vast pool of wealth generates gross
output that exceeds the GNP of all but 13 nations in the world
today and creates a massive market of potential residents for
both projects.
THE SIXTY MILE CIRCLE: STATISTICAL DATA
ON THE AREA WITHIN 60 MILES OF DOWNTOWN LOS ANGELES
AS COMPARED TO THE STATE OF CALIFORNIA
Total Personal Income: 49.9%
Total Population: 45%
Non-Farm Employment: 48%
Manufacturing Employment: 56%
Valuation of International Trade: 66%
AS COMPARED TO THE NATION AS A WHOLE
Concentration of Population 2nd Largest
Concentration of Employment: 2nd Largest
Concentration of Business And Industry: 2nd Largest
AS COMPARED TO THE 13 WESTERN STATES
Total Population: Exceeds all but 3 states
Total Population: 25%
Total Personal Income: 27%
The "sixty mile circle" offers ongoing stable development
opportunities for all 3 categories of the Senior Care
Industries Inc., portfolio.
East Coast Demographics: Senior housing, conventional housing,
and commercial development.
In terms of a long term perspective, the New York-New Jersey
Metropolitan areas has become increasingly an integrated
market with more than a 15 million population, over 7 million
jobs and over $460 billion of personal income. Retail sales
activity of $145 billion per year reflects the extent of the
market and makes the New York-New Jersey regional economy the
nation's largest and most diverse. It is the center of
finance, culture, the arts, media, fashion,
telecommunications, bio-medicine, advertising, and corporate
headquarters. It is also linked through major pot systems
such as Port of Newark, Port of Elizabeth, and New York, to
world wide transportation links including airports and
therefore is at the cutting edge of the global economy as US
exports are encouraged by a lower dollar rate in the global
money markets.
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The major extension of the international impact upon the
metropolitan economy has been the expansion and heightened
tourism activity, which has been experienced since 1994. This
trend has been impacted positively by the reduction of hotel
occupancy tax, a weakened dollar that attracts foreign
visitors, as well as major international events such as the
World Cup, attracting large numbers to the metropolitan area.
Statistical data developed by the U.S. Department of Commerce
indicates that 1998 was the strongest retail year since 1988,
with 3% increase in retail, bringing the purchase total to
$145.5 billion. This represented a 5.6% increase from 1997.
The increase was led by high-priced items and durable goods
such as home improvements, automobiles, furniture, etc.
Activity in the Manhattan art galleries was also increased
during this period. This compared favorably with the 1992
depressed years when purchases fell 6% in each year. The
rising barometer of consumer confidence in 1997 and 1998
resulted in 10% increased sales in durable goods.
Given all of these factors, the relative strength of New York-
New Jersey Metropolitan area remains encouraging. Trade
prospects for the New York-New Jersey Metropolitan area are
promising. Continuing movement towards the integration of
global manufacturing improving transportation and
telecommunications, together with a decline in trade barriers
through trade agreements such as GATT and NAFTA and improving
economic conditions for many of the region's key trading
partners has led to this favorable outlook. Exports of
services are expected to rise, contributing to a broadening
base for the health of the economy in the years ahead.
HOW THE COMPANIES SERVICES AND PRODUCTS WILL BE DELIVERED
The company delivers its services through the acquisition,
construction and ongoing management of senior facilities
throughout the United States.
The company owns a 40% interest in a housing project
consisting of 107 lots in Delran, New Jersey, currently under
construction and under contract for the sale of the finished
lots to Trafalgar. The company is under construction on a
senior condominium project in Monterey Park, California and is
finalizing a construction loan on its project in New Mexico.
The company has signed letters of intent on the following
projects that upon close, projected to be on March 31, 1999,
that will enable the company to deliver additional services on
the east coast of the United States as follows:
Gorham House/Clover Manor/Sentry Inn: A 643 unit existing,
122 unit to be built $61,500,000 portfolio of senior centers
ranging from assisted living to skilled nursing facilities
located in the cities of Auborn, Gorham and York in the state
of Maine. (Signed Letter of Intent)
Adult care Centers Portfolio: A $32,000,0000 340 unit
portfolio consisting of two comprehensive personal care
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facilities of 100 beds and 120 beds and a to-be-built 120
unit facility, all located in the state of in New Jersey.
Fallbrook Woods: A 57 unit comprehensive personal care
facility located in Portland, Maine.
Item 3. Description of Property
The Company's corporate headquarters holds a lease occupying
1,200 square feet of a 8,000 square foot office building in
Las Vegas, Nevada. The lease term is 3 years beginning
September 1, 1999 and expires August 31, 2002. The rent is
$1.25 NNN, with a yearly increase of 4%. (NNN means the tenant
pays taxes, maintenance and insurance.)
The Company also holds a lease for the branch office,
occupying 900 square feet of a 5,800 square foot office
building in Laguna Beach, California. The lease term is 3
years beginning September 1, 1999 and expires August 31, 2002.
The rent is $1.85 NNN, with a yearly increase of 4%. (NNN
means the tenant pays taxes, maintenance and insurance.)
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.<F1>
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.<F1>
Item 4. Security Ownership of Management and Others and
Certain Security Holders.
There are 1,850 shareholders and no shareholder owns more than
5% of the stock.
[FN]
<F1>
The Company owns a 40% interest in these projects.
</FN>
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Item 5. Directors, Executives, Officers and Significant
Employees.
The directors and officers of the Company are as follows:
Name Position
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Tom Reichman President and Director
Stephen Reeder Chairman, CEO and Director
Martin Richelli Vice President and Director
Richard Hart Vice President
Scott Brake Director
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.
Background and Experience
Tom Reichman: President and Director
Mr. Reichman brings 40 years of business experience to the
Company. A former Marine Captain and the founder and former
president and CEO of Scandia Down Corporation, where he
oversaw the building of a $100,000,000 per year international
company. In addition, Mr. Reichman has served in numerous
corporate posts, including his post as special consultant to
Fortune 500's General Electric in its Americon Space Satellite
Division. Mr. Reichman brings his depth of experience in
management, finance, and marketing to the company and will
oversee implementation of corporate policies and interface
with market makers and shareholder groups.
Mr. Reichman=s employment for the prior 5 year period has been
as an independent consultant in Southern California, to both
private and public companies.
Stephen Reeder: Chairman, CEO and Director
Mr. Reeder brings 30 years of real estate development,
construction, and investment experience to the company. Mr.
Reeder has built and developed over 20,000 units throughout
the western United States and will run the day to day
operations of the company and head its construction division.
In addition, Mr. Reeder has developed and constructed over
6,000 acres of master-planned communities, and developed and
built on average, over $100,000,000 annually between 1985 and
1991. Mr. Reeder will run the day to day operations of the
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Company with a particular focus on the development division,
coordinating and directing the Company=s acquisitions of
existing and to-be-built properties and the real estate
financing for the company.
Mr. Reeder employment for the prior 5 year period has been as
an independent consultant and real estate investor, investing
for his own portfolio and consulting with clients in their
financing of real estate in the Western United States.
Martin Richelli: Vice President, Development Division , and
Director
Mr. Richelli brings 20 years of real estate development,
investment, acquisition and finance experience to the company.
Mr. Richelli , served with the FDIC and has developed and
financed over 3,900 apartment units, 1,000 senior units, and
over 3,000 acres of residential and commercial land throughout
the state of California.
Mr. Richelli=s employment for the prior 5 year period has been
as a real estate broker and consultant with Bryant-Martin
Company, in Huntington Beach, California.
Richard Hart: Vice President, US Construction
Richard Hart has over twenty years of experience in the
construction industry, and has been intimately involved with
all manners of construction and developmental processes.
Mr. Hart is the former owner and manager of Pacific
Communities, a company specializing in the construction and
rehabilitation of senior facilities and multi family homes in
the Riverside/San Bernardino areas of Greater Los Angeles.
Before his involvement with the Company, Mr. Hart served as
the construction supervisor and project manager with the
following construction and development firms: Van/Hart
Performance Builders, La Ban Development, Special Projects,
Sunkist Developers, Cal Cor, Regional Real Estate Developers,
and Mike Pleman Developments. Mr. Hart will oversee the
western United State construction projects for the Company
reporting directly to Steve Reeder.
Mr. Hart's employment for the prior 5 year period has been as
the owner and manager of Pacific Communities in Riverside,
California.
Scott Brake: Director
Mr. Brake brings 30 years of business experience to the Board
of Directors.
Mr. Brake's employment for the prior 5 year period has been
as an independent consultant in Los Angeles, California.
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Key Management Personnel
John Semmens: Chief Financial Officer
Mr. Semmens brings 20 years of accounting and corporate
finance experience to the company. Mr. Semmens was employed by
a "Big 8" accounting firm and has served as CFO of two large
manufacturing companies.
Mr. Semmens employment for the prior 5 year period has been as
an independent CPA in his own firm, John Semmens, CPA, in Dana
Point, California.
David Tsai: Vice President Development
Mr.Tsai graduated from Chung Yuan Christian College of Taiwan
in 1967 and moved to California in 1969. After receiving his
Masters Degree of Architecture at the University of California
Berkeley in 1970, Mr. Tsai moved to Los Angeles and began his
architectural career in the Southland.
Mr. Tsai=s extensive commercial development and architectural
experience derived from early years when he was employed by
various renowned architectural firms in the Greater Los
Angeles area. Mr. Tsai has participated in design work of
landmark projects in Los Angeles, including the Downtown Hyatt
Regency Hotel, the Broadway Plaza, and one of the tallest
buildings in Los Angeles, the famous 60-story First Interstate
Bank building.
In 1975, Tsai Development and Construction Corp. was founded.
In 1977, due to increasing demand, an independent Development
and Construction Division was formed, separated from the
Architectural Division. He has since developed millions of
square feet of commercial/retail, and thousands of multi-
family residential units, senior units and single family
homes. Mr. Tsai most recently created an efficient design for
senior condominium projects and is under construction on
numerous senior projects in the state of California, including
Evergreen Manor, which is owned by Senior Care Industries Inc.
Mr. Tsai=s employment for the prior 5 year period has been as
the principal of Tsai Development and Construction, in
Monterey Park, California.
Kenneth Schultz: Vice President Acquisitions
Mr. Schultz brings 10 years of experience to the Senior Care
Industries Inc., management team. He has been closely
involved with the California real estate market in partnership
with Mr. Hart at Pacific Communities, where he structured all
of the acquisitions for the company.
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In addition, Mr. Schultz has had considerable experience in
the money-lending and finance arenas. Mr. Schultz held the
position of Senior Loan Officer at Seacoast Equities, where he
specialized in multi-family construction lending, and senior
housing lending in nine states, including California.
Mr. Schultz=s employment for the prior 5 year period has been
as the owner and manager of Pacific Communities in Riverside,
California.
Robert Coberly: Vice President Acquisitions
Mr. Coberly brings 8 years of real estate experience to the
Senior Care Industries Inc., management team. Mr. Coberly will
focus on retail and residential development with the company,
utilizing his national network of contacts gained through his
years with CB Commercial and Marcus & Millechap. Mr. Coberly
has initiated and sold over $100,000,000 in real estate
throughout the United States and will focus on the eastern
U.S. for the Company.
Mr. Coberly=s employment for the prior 5 year period has been
as a real estate agent with CB Commercial and Marcus &
Millechap, in Los Angeles, California.
Item 6. Remuneration of Directors and Executive Officers
The officers and Directors are negotiating contracts.
Item 7. Interest of Management and Others in Certain
Transactions.
There are no contracts signed between the Company and
principals of the company, and there are no loans made by the
Company to any officers or directors.
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.
As of the date of this Amendment, the Company's stock is
selling for 4 1/2. The Company has issued no dividends to date
and there are no immediate plans to issue dividend this year
or in the very near future.
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Item 2. Recent Sales of Unregistered Securities.
None.
Item 3. Description of Securities.
The Company is authorized to issue 20,000,000 shares of Common
Stock, par value $0.001 per share and 5,000,000 shares of
Preferred Stock, par value $0.001 per share. The Company
presently has 6,662,154 shares of Common Stock issued and
outstanding which are held by approximately 530 roundlot
holders of record and 434,500 shares of Preferred Stock issued
and outstanding.
Common Stock.
All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per
share in all matters to be voted upon by shareholders. The
shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as
fully paid and non-assessable shares. Cumulative voting in the
election of directors is not permitted, which means that the
holders of a majority of the issued and outstanding shares of
Common Stock represented at any meeting at which a quorum is
present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the
remaining shares of Common Stock will not be able to elect any
Directors. In the event of liquidation of the Company, each
shareholder is entitled to receive a proportionate share of
the Company's assets available for distribution to
shareholders after the payment of liabilities and after
distribution in full of preferential amounts, if any. All
shares of the Company's Common Stock issued and outstanding
are fully-paid and non-assessable. Holders of the Common
Stock are entitled to a pro-rata share in dividends and
distributions with respect to the Common Stock, as may be
declared by the Board of Directors out of funds legally
available therefore.
Preferred Shares.
Shares of Preferred Stock may be issued from time to time in
one or more Series as may be determined by the Board of
Directors. The voting powers and preferences, the relative
rights of each such Series and the qualifications, limitations
and restrictions thereof shall be established by the Board of
Directors, except that no holder of Preferred Stock shall have
preemptive rights.
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,
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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 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.
The Company is receiving bids for key man insurance, to insure
the President, Tom Reichman and the Chairman, Stephen Reeder.
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.
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 1998
and
August 31, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET - ASSETS F-2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7
<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 December 31, 1998 and August 31, 1999, and
the related Statements of Operations, Stockholders' Equity and Cash Flows for
the year ended December 31, 1998 and 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 December 31, 1998 and August 31,
1999, and the results of its operations and cash flows for the year ended
December 31, 1998 and the period January 1, 1999 to August 31, 1999, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. as discussed in Note 3 to the
financial statements, the Company has had limited operations and has not
established a long term source of revenue. The Company has had operating losses
in its previous operating periods. this raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
December 31 August 31
1998 1999
<S> <C> <C>
CURRENT ASSETS
Cash 832.00 100.00
Prepaid Expenses 0.00 0.00
------------- -------------
Total Current Assets 832.00 100.00
PROPERTY AND EQUIPMENT
Real Estate 0.00 22,700,000.00
------------- -------------
Total Property and Equipment 0.00 22,700,000.00
OTHER ASSETS
Lease Rights 80,000.00 0.00
------------- -------------
Total Other Assets 80,000.00 0.00
------------- -------------
TOTAL ASSETS 80,832.00 22,700,100.00
------------- -------------
------------- -------------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
LIABILITIES & EQUITY
<TABLE>
<CAPTION>
December 31 August 31
1998 1999
<S> <C> <C>
CURRENT LIABILITES
Accounts Payable $59,184.00 0.00
------------- -------------
Total Current Liabilities $59,184.00 0.00
NON-CURRENT LIABILITIES
Real Estate Loans 0.00 12,600,000.00
Notes Payable 0.00 700,000.00
------------- -------------
Total Other Liabilities 0.00 13,300,000.00
------------- -------------
Total Liabilities 59,184.00 13,300,000.00
EQUITY
Preferred Stock-convertible, $.001 par value; 34.00 434.00
5,000,000 authorized $.001 par value; 5,000,000
shares authorized, 34,500 issued an outstanding
at 12/31/1998 and 434,500 issued and outstanding 08/31/1999
Issued and outstanding at August 31, 1999, 400,000
preferred shares
Additional Paid in Capital From Preferred Stock 34,466.00 2,034,066.00
Common Stock, $0.001 par value, authorized
20,000,000 shares;
Issued and outstanding at December 31, 1998,
182,032 common shares 182.00
Issued and outstanding at August 31, 1999,
1,662,154 common shares 1,662.00
Additional Paid in Capital 1,825,771.00 9,204,085.00
Retained Earnings (Accumulated Deficit) (1,838,805.00) (1,840,147.00)
------------- -------------
Total Stockholders' Equity 21,648.00 9,400,100.00
------------- -------------
TOTAL LIABILITIES & OWNER'S EQUITY $80,832.00 $22,700,100.00
------------- -------------
------------- -------------
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD
<TABLE>
<CAPTION>
(Date of January 1,
Inception) 1999
to August 31 to August 31, December 31,
1999 1999 1998
<S> <C> <C> <C>
REVENUE
Services 0.00 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative 1,840,147.00 1,342.00 0.00
------------- ------------- -------------
Total Costs and Expenses 1,840,147.00 1,342.00 0.00
------------- ------------- -------------
Net Ordinary Income or (Loss) (1,840,147.00) (1,342.00) 0.00
------------- ------------- -------------
------------- ------------- -------------
Weighted average number of common
shares outstanding 367,047 367,047 182,032
Net Loss Per Share (5.01) 0.00 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 Additional Common Additional Total
Stock paid-in Stock paid-in Accumulated Stockholder's
Shares Amount capital Shares Amount capital Deficit Equity
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances as at 34,500 $34 34,466 182,032 $182 $1,825,771 ($1,838,805) $21,648
December 31,
1997
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances as at 34,500 $34 34,466 182,032 $182 $1,825,771 ($1,838,805) $21,648
December 31,
1999
Net Assets transferred to ($20,816) ($20,816)
Paymaster Resources
Common Stock issued for net assets 1,480,122 $1,480 $7,399,130 $7,400,610
purchased from East-West
Community Developer, Inc
August 18, 1999
Preferred Stock Issued for
net assets purchased
from East-west
Community Developer,
Inc.
August 18, 1999 400,000 400 $1,999,600 $2,000,000
Net loss for period ended
August 31, 1999 ($1,342) ($1,342)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances as at
August 31, 1999 434,500 $434 $2,034,066 1,662,154 $1,662 $9,204,085 $1,840,147 $9,400,100
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(Date of January 1, January 1,
Inception) 1999 1998
to August 31 to August 31, to December 31,
1999 1999 1998
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) from operations (1,840,147.00) (1,342.00) 0.00
Adjustments to reconciled net income
to net cash provided
Change in current assets 0.00 0.00 0.00
Change in current liabilities 0.00 0.00 0.00
------------- ------------- -------------
Net cash flow provided by operating activities (1,840,147.00) (1,342.00) 0.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash provided as result of asset purchase agreement 610.00 610.00 0.00
------------- ------------- -------------
Net cash used by investing activities 0.00 0.00 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 1,839,637.00 0.00 0.00
Donated Capital 0.00 0.00 0.00
------------- ------------- -------------
Net cash provided by financing activities 1,839,637.00 0.00 0.00
Balances as at beginning of period 0.00 832.00 832.00
Net increase (decrease) in cash and cash equivalents 100.00 (732.00) 0.00
Balances as at end of period 100.00 100.00 832.00
</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.
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 Golden Chest, Inc.
common stock in exchange for all shares of Petro Gold, Inc. common stock. After
the merger Golden Chest, Inc. was the surviving corporation while Petro Gold,
Inc. was dissolved.
On April 2, 1999, the Company transferred its assets and liabilities to
Paymaster Resources Incorporated.
On April 2, 1999, the Company Board of Directors authorized a 1 for 100 reverse
stock split of the Company's $0.10 par value common stock. On April 3, 1999,
the Company's Board of Directors authorized a resolution increasing the
authorized common stock to 20,000,000 shares at $0.001 par value and increasing
its preferred stock (convertible at 5 shares of common for each share of
preferred converted) to 5,000,000 shares at $0.001.
On August 26, 1999, the Company changed the name to Senior Care Industries,
Inc. and the corporate situs to Nevada.
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 1,480,122 shares or Senior Care Industries, Inc.'s
common stock, par value $0.001 and 400,000 shares of its preferred stock, par
value $0.001.
For purposes of comparison, all financial statements reflect the effects of the
reverse split and the changes in par value and authorized common and preferred
stock as necessary.
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.
F-7
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 1999
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - continued
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.
6. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.
7. The Company's Statement of Cash Flows is reported utilizing cash (currency
on hand and demand deposits) and cash equivalents (short-term, highly liquid
investments). The Company's Statement of Cash Flows is reported utilizing the
indirect method of reporting cash flow.
8. Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding. Diluted earnings per share were not
included as the inclusion of options and preferred stock is anti-dilutive.
9. The Company experienced losses since its inception February 26, 1968 (date
of inception) to August 31, 1999. The Company will review its need for a
provision for federal income tax after each operating quarter and each period
for which a statement of operations is issued. There has not been any deferred
tax benefits recorded as management has deemed it less than likely that the net
operating losses will be utilized.
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.
F-8
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 1999
NOTE 4 - WARRANTS AND OPTIONS
On April 5, 1999, the Company's Board of Directors authorized the Company to
grant to an outside party the right to subscribe for and purchase up to
5,000,000 shares of the Company's common stock, $0.001 par value at an exercise
price of $0.00083333 per share. This option as evidenced by an option
certificate expires on April 5, 2001. At August 31, 1999, this option had not
been exercised.
NOTE 5 - NON-CURRENT DEBT
The Company has non-current obligations as summarized in the table below.
Summary of Non-Current Debt
<TABLE>
<CAPTION>
Total Debt Due in Due in Due in
1999 2000 2001
<S> <C> <C> <C> <C>
Commercial Federal Bank 1st 1,783,315.00 109,345.60 187,449.60 187,449.60
Hampton House Trust 2nd 266,685.00 16,800.00 28,800.00 28,800.00
Gonzo Financial 1st 1,150,000.00 0.00 0.00 0.00
Gonzo Financial 1st 670,000.00 0.00 0.00 0.00
OVB Trust 2nd 400,000.00 0.00 0.00 0.00
Catalina Mortgage 1st 2,350,000.00 0.00 0.00 0.00
Impac Financial 1st 693,000.00 50,568.00 86,688.00 86,688.00
Bay Area Financial 2nd 312,000.00 23,205.00 39,780.00 39,780.00
United Commercial 1st 4,975,000.00 0.00 0.00 0.00
12,600,000.00 199,918.60 342,717.60 342,717.60
</TABLE>
In addition, the Company as part of the asset purchase agreement, issued to a
non-related third party a $700,000.00 demand note due on March 29, 2002. The
note has no pre-payment penalty and has an interest rate of 14%.
NOTE 6 - PREFERRED STOCK
On April 2, 1999, when the reverse split occurred, the Company had issued and
outstanding 34,500 of its Series A, preferred stock, convertible at .12 shares
of the Company's $0.001 par value common stock for 1 share of preferred. The
preferred shareholders of April 2, 1999 have formally agreed to convert their
preferred stock to common, however at August 31, 1999, no shares of preferred
stock have been converted.
On August 31, 1999, the Company had 400,000 shares of its preferred stock par
value $0.001, issued and outstanding which may be converted at 5 shares of
common stock for each share of preferred stock converted. The Company has a
total of 434,500 preferred shares issued and outstanding at August 31, 1999.
F-9
<PAGE>
Senior Care Industries, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
August 31, 1999
NOTE 7 - CONTINGENCIES
At August 31, 1999, there were 546,890 shares of TAP Resources Ltd. common
stock which could be converted into 6,836 shares of the Company's $0.001 par
value common stock.
In connection with the transfer of all the assets and liabilities of the
Company to Paymaster resources, the Company formally assigned each liability
and Paymaster Resources formally accepted each liability. The transfer of these
liabilities were formally accepted and recognized by all parties except for Mr.
Gamble to whom unpaid attorney's fees were owed. It appears that the Company
may be contingently liable to these creditors in the event that Paymaster
Resources fails or is unable to honor these obligations.
F-10
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None--Not Applicable
Part III
Item 1. Index to Exhibits
Exhibit
Number Title
- - ------ -----
3.1 Articles of Incorporation, as filed with the
Nevada Secretary of State on August 26, 1999
3.2 By-laws
15
<PAGE>
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: December 23, 1999 By: /s/ Tom Reichman
-----------------------
Tom Reichman
President and Director
Item 2. Description of Exhibits
16
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
3
<PAGE>
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,
4
<PAGE>
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.
5
<PAGE>
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
6
<PAGE>
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.
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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.
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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
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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
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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
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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
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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.
