<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-QSB
-----------
(Mark one)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
--------------
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
--------- ---------
Commission file number 000-27371
---------
SENIOR CARE INDUSTRIES, INC.
----------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 68-0221599
-------- ------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
410 Broadway, 2nd Floor
Laguna Beach, California 92651
(Address of principal executive offices)
(949) 376-8575
---------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity as of September 30, 1999: Common stock 7,412,904 shares Preferred Stock
400,000 shares
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [x]
<PAGE>
TABLE OF CONTENTS
PART 1- FINANCIAL INFORMATION
PAGE
----
Item 1. Financial Statements..................................... 4/7
Item 2. Plan of Operation........................................ 10/12
PART 11- OTHER INFORMATION
Item 1. Legal Proceedings........................................ 13
Item 2. Changes in Securities.................................... 14
Item 3. Defaults Upon Senior Securities.......................... 14
Item 4. Submission of Matters to a Vote of Security Holders...... 14
Item 5. Other Information........................................ 14
Item 6. Exhibits and Reports on Form 8-K......................... 14
SIGNATURES....................................................... 15
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements.
Unaudited Balance sheet at March 31, 2000 and March 31, 1999
Unaudited Statements of Operations for the three, six and nine month
periods ended March 31, 2000.
Unaudited Statements of Cash Flows for the six and nine month period
ended March 31, 2000.
Notes to the financial statements.
3
<PAGE>
JOHN H. SPURGEON CPA May 12, 2000
1787 E. Alosta Ave.
Glendora, CA 91740
INDEPENDENT AUDITORS' REPORT
- ----------------------------
Board of Directors
Senior Care Industries, Inc. (The Company)
Las Vegas, Nevada 89102
I have reviewed the Balance Sheet of Senior Care Industries, Inc., as of March
31, 2000 and the related Statements of Operations, Stockholders' Equity and Cash
Flows for the period then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. 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.
A review consists principally of inquires of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/S/ John H. Spurgeon CPA
4
<PAGE>
SENIOR CARE INDUSTRIES, INC. AND SUBSIDIARY
BALANCE SHEET
ASSETS
March 31, 2000 December 31, 1999
(Consolidated) (Unconsolidated)
CURRENT ASSETS:
Cash $ 105,228 $ 38,117
Deposits 110,859 45,000
Accounts receivable 554,603
Inventory 835,195
Loans receivable 66,862 12,550
Prepaid expenses 10,243 2,550
------------- -------------
Total current assets 1,682,990 98,217
------------- -------------
PROPERTY AND EQUIPMENT:
Machinery and equipment 776,291
Office equipment 17,681
Leasehold improvements 28,933
Real estate 21,477,937 21,507,510
Capitalized interest 58,677
Less accumulated depreciation (242,499) (88,250)
------------- -------------
Total property and equipment 22,117,020 21,419,260
------------- -------------
OTHER ASSETS:
Contracts receivable 1,805,000 1,805,000
Air quality permits 770,000
Goodwill 1,684,770
------------- -------------
Total other assets 4,259,770 1,805,000
------------- -------------
TOTAL ASSETS $ 28,059,780 $ 23,322,477
============= =============
See accompanying notes and auditors' report.
5
<PAGE>
<TABLE>
SENIOR CARE INDUSTRIES, INC. AND SUBSIDIARY
BALANCE SHEET
LIABILITES AND EQUITY
<CAPTION>
March 31, 2000 December 31, 1999
(Consolidated) (Unconsolidated)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 347,550
Wages payable 24,717
Payroll taxes payable 3,676
Income taxes payable 72,480
Sales tax payable 186
Current portion of real estate loans 51,562 77,407
------------- -------------
Total Current Liabilities 500,171 77,407
------------- -------------
NON-CURRENT LIABILITIES:
Real estate loans 12,718,652 12,637,262
Notes payable 2,922,610 700,000
------------- -------------
Total liabilities 16,141,433 13,414,669
------------- -------------
EQUITY:
Series A convertible preferred stock-convertible, $.001 par value
34,500 shares authorized, 34,500 shares issued and outstanding 34 34
Series B convertible preferred stock, $.001 par value,
5,000,000 shares authorized, 400,000 shares issued and outstanding 400 400
Common stock, $.001 par value, 25,000,000 share
authorized, 7,412,904 shares issued and outstanding 7,412 6,662
Additional paid in capital 13,200,188 11,259,517
Accumulated deficit (1,289,687) (1,358,805)
------------- -------------
Total stockholders' equity 11,918,347 9,907,808
------------- -------------
TOTAL LIABILITES AND STOCKHOLDERS' OWNER'S EQUITY $ 28,059,780 $ 23,322,477
============= =============
</TABLE>
See accompanying notes and accountants' report.
6
<PAGE>
SENIOR CARE INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
January 1, 2000 January 1, 1999
to to
March 31, 2000 December 31, 1999
(Consolidated) (Unconsolidated)
REVENUE
Sales $ 1,322,348 $ 1,850,000
Rents 123,013 100,428
Less: returns & discounts (36,909)
-------------
Total Revenues 1,408,452 1,950,428
------------- -------------
COST OF SALES
Beginning inventory 2,341,685
Materials 602,246
Direct labor 216,950
Overhead:
Payroll taxes 24,110
Insurance 24,840
Freight 9,340
Depreciation - equipment 55,204
Less: ending inventory (2,430,723)
-------------
Total cost of sales 843,652
-------------
Gross profit 564,800 1,950,428
------------- -------------
COSTS AND EXPENSE
Cost of units sold 1,213,414
Selling, general and administrative 325,662 62,314
Depreciation expense - buildings 22,062 88,250
Interest expense 59,796 81,433
Property tax 15,959 4,200
------------- -------------
Total costs and expenses 423,479 1,449,611
------------- -------------
Net income 141,321 500,816
============= =============
Weighted average
Number of common
Shares outstanding:
Basic 7,412,154 4,826,979
Diluted 12,410,821 9,783,566
Net Income
Per Share
Basic $ .019 $ .104
Diluted $ .011 $ .051
See accompanying notes and accountants' report.
7
<PAGE>
<TABLE>
SENIOR CARE INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
January 1, 2000 January 1, 1999
to to
March 31, 2000 December 31, 1999
(Consolidated) (Unconsolidated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income or (loss) from operations $ 141,321 $ 500,816
Adjustments to reconcile net income
To net cash provided:
Depreciation expense 77,253 88,250
Change in current assets (88,337) (60,100)
Change in current liabilities 9,038
Accounts receivable 4,122 (1,805,000)
------------- ------------
Net cash flow provided by operating
Activities: 143,397 (1,276,034)
------------- ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash used in investing activities 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash in from loans 226,705 1,611,241
Cash out for loans (302,990) (297,922)
------------- ------------
Net cash used by financing activities (76,285) 1,313,319
------------- ------------
Net increase in cash 67,112 37,285
Balance at beginning of period 38,117 832
Balance at end of period $ 105,229 $ 38,117
============ ============
</TABLE>
See accompanying notes and accountants' report.
8
<PAGE>
SENIOR CARE INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
March 31, 2000
NOTE 1 - ACCOUNTING POLICIES AND PROCEDURES
1. The Company uses the accrual method of accounting, recording revenues
when a transaction occurs where the Company has a reasonable
expectation of receiving the revenue.
2. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
3. The cost of equipment real property improvements are depreciated over
the estimated useful life of the asset utilizing the straight line
method of depreciation.
4. 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 of the date of the financial statements and revenues and
expenses for the period reported. Actual results may differ from these
estimates.
5. The Company has a net operating loss carry forward as of December 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. The Company's marginal tax rate is
34%. The Company's effective tax rate is 0% due to the tax loss carry
forward.
6. The Company evaluates the recoverability of long-lived assets in
accordance with Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. "SFAS No. 121 requires recognition
of impairment of long-lived assets in the event the net book value of
such assets exceeds the future undiscounted cash flows attributable to
such assets. At December 31, 1999, management determined that there has
been no impairment of the Company's long-lived assets. There can be no
assurance, however, that market conditions will not change or demands
for the Company's services will continue which could result in future
long-lived assets impairments.
9
<PAGE>
NOTE 2 - ACQUISITION
On May 1, 2000 the Company purchased Nobel Furniture, Inc. (Nobel) for 750,000
shares of Company common stock valued at $3,187,500. The combination will be
accounted for by the purchase method. Accordingly, the Company will record
assets acquired at their fair values. The effective date of this combination was
agreed to as January 1, 2000. Therefore the results of operations of Nobel will
be included in the income statement of the Company beginning January 1, 2000.
NOTE 3 - SEGMENT INFORMATION
The Company has adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosures about Segments of an Enterprise and Related
Information." SFAS 131 changes the way public companies report information about
segments of their business in their annual financial statements and requires
them to report selected segment information in their quarterly reports issued to
stockholders. It also requires entity-wide disclosures about the products and
services an entity provides, the material countries in which it holds assets and
reports revenues and its major customers. The Company acquired Nobel furniture,
Inc. as discussed in note 2. Nobel manufactures furniture for the national
market.
Selected information for the three months ending March 31, 2000
Furniture manufacturer Senior Care
---------------------- -----------
Gross sales $1,322,349 $123,013
Operating income 231,986 (90,665)
Assets 1,684,774 26,375,006
Liabilities 3,422,781 12,718,652
NOTE 4 - EARNINGS PER SHARE
Basic net income per common share is computed by dividing the net income
available to common stockholders for the period by the weighted average number
of common shares outstanding during the period. Incremental common shares
issuable upon the exercise of stock options and warrants, are included in the
computation of diluted net income per common share to the extent such shares are
dilutive.
<TABLE>
<CAPTION>
<S> <C>
Numerator:
Numerator for basic earnings per share - net profit $ 141,321
------------
Numerator for diluted earnings per share - net profit 141,321
Denominator:
Denominator for basic earnings per share - weighted
Average shares outstanding 7,412,154
------------
Denominator for diluted earnings per share - weighted
Average shares outstanding 12,410,821
------------
</TABLE>
10
<PAGE>
SENIOR CARE INDUSTRIES, INC.
Balance Sheet
(Unaudited)
March 31, 2000
Assets
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principal for interim financial
information and with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended March
31, 2000 are not necessarily indicative of the results that may be expected for
the year ended March 31, 2000. For further information, refer to the audited
financial statements and footnotes included in the Company's Form 10-SB filing,
filed December 23, 1999. The audited financial statements in the Form 10-SB
covered to the close of business as of August 31, 1999. You may also refer to
the Company's Annual Report, 10KSB, filed March 29, 2000 which has audited
financial statements and footnotes.
<PAGE>
Item 2. Plan of Operation
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.
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.
On April 28, 2000, the Company purchased all of the outstanding stock in Nobel
Concepts Fidelity, Inc., a furniture manufacturing company in San Diego,
California. The effective date of the purchase was January 1, 2000 and the
income and expense of that corporation is reflected on the first quarter income
statement for Senior Care Industries, Inc.
Senior Care Industries is a diversified firm consisting of a real estate
division a manufacturing division, and a pharmaceutical.nutriceutical division.
The pharmaceutical divison acquires nutriceutical and or pharmaceutical
manufacturing companies and web based health products distributors as a feeder
to manufacture and sell the products through an" E-commerce pharmacy. The
Company pharmaceutical division has developed a program to include a full
service web-based senior support system that sells direct to the consumer,
related health products in the financial services sector, including life
insurance, health insurance, dietary advice, holisitic medical alternatives,
water and air purification. The Company is finalizing a web-site and a support
staff offering 24 hour access to these products and services.
The manufacturing division acquires furniture manufacturing companies and food
manufacturing companies, enabling the firm to service its Age restricted
communities with its own food and furnish its facilities through its own
manufacturing companies.
The real estate division invests in, manages, and develops conventional housing
and senior housing, with an emphasis on affordable for-sale and rental,
age-restricted independent living communities, and on a market sensitive case by
case basis, assisted living communities and commercial properties.
The real estate division builds, develops, services, acquires, finances, and
manages a diverse portfolio of real estate. The Real Estate Division is run by
senior officers of the Company who are themselves a diverse mix of real estate
and health care professionals whose decades of experience enable the company to
focus on three distinct real estate markets; (i) Age-restricted active living
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.
The Company's projects and/ or the services the Company 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"
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.
11
<PAGE>
The real estate division builds, develops, services, acquires, finances, and
manages a diverse portfolio of real estate. The Real Estate Division is run by
senior officers of the Company who are themselves a diverse mix of real estate
and health care professionals whose decades of experience enable the company to
focus on three distinct real estate markets; (i) Age-restricted active living
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=s Real Estate Division are bi-coastal, the Real Estate
Division 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 Senior facilities.
Although the Real Estate Division of 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 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.
The pharmaceutical and manufacturing divisions will deliver their services
through on-line distribution and the physical manufacture of the products each
division offers.
The Real Estate Division of 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 July 31,
2000, that will enable the company to deliver additional services on the east
coast of the United States as follows:
Fallbrook Woods: A 57 unit comprehensive personal care facility located in
Portland, Maine.
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.
12
<PAGE>
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of the "safe-harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward- looking statements.
All statements, other than statements of historical facts include in this Form,
including without limitation, statements under "Plan of Operations" regarding
the Company's financial position, business strategy, and plans and objectives of
management of the Company for future operations, are forward-looking statements.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's expectations include, but
are not limited to, market conditions, competition and the ability to
successfully complete financing.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On April 25, 2000, the Company was named as a defendant in a bankruptcy
court adversary proceeding in the matter of Willy Farah, Debtor, United States
Bankruptcy Court, District of New Jersey, Case No. 98-44940 (NLW), Robert B.
Wasserman, Chapter 7 Trustee v. Willy Farah, Madeline Farah, Aziz Holdings,
Inc., Senior Care Industries, Inc., First American Stock Transfer, Inc. and Asia
Bank, N.A. The complaint seeks to avoid the transfer of certain shares in Senior
Care Industries, Inc. presently held by Madeline Farah and Aziz Holdings, Inc.
and seeks injunctive relief and to sell the stock pursuant to Section 363(h) of
the Bankruptcy Code [11 U.S.C. Section 101, et seq.]. The Chapter 7 Trustee
seeks to enjoin the transfer of a total of 800,000 unregistered and restricted
shares which Madeline Farah and Aziz Holdings, Inc. own in Senior Care
Industries, Inc. The Trustee claims that those shares are properly the property
of the debtor's estate. Madeline Farah and Aziz Holdings, Inc. claim that they
are not property of the estate of Willy Farah. Senior Care Industries, Inc.
takes no position on the matter. Pending a determination of the claims of the
various parties, on April 28, 2000, the Bankruptcy Court has temporarily
enjoined and restrained the stock transfer agent for Senior Care Industries,
Inc., First American Stock Transfer, Inc. from transferring any of the shares in
question until a full hearing on the matter which was set for June 7, 2000.
Lawrence R. Young & Associates, P.C., Lawrence R. Young, Esq., has informed
the Company that following an analysis of the complaint filed by the Trustee, it
appears that the only purpose in naming Senior Care Industries, Inc. as a
defendant in the adversary proceeding was to restrict the transfer of any shares
which were owned by Madeline Farah and Aziz Holdings, Inc. until their true
ownership could be determined. The Company has retained Mr. Young to represent
its interest in the matter.
13
<PAGE>
Item 2. Changes in Securities
The following issuance of securities was made pursuant to an S-8
Registration which was filed on April 8, 2000 for securities issued during the
first quarter:
The following persons and entities acquired shares in the Company pursuant to a
compensatory benefit plan with SENR for legal and consulting services they
provided to SENR and received shares as set forth below:
NUMBER OF NUMBER OF % OF SHARES
SHARES SHARES NUMBER OF OWNED BY
SELLING OWNED REGISTERED BY SHARES OWNED SHAREHOLDER
SHAREHOLDERS(1) BEFORE SALE PROSPECTUS AFTER SALE AFTER SALE
- ----------------------- ------------- ------------- ------------ -----------
Globalwide 7,000 7,000 -0- -0-
Investment Co., LLC (1)
- ----------------------- ------------- ------------- ------------ -----------
Defined Holding
Corporation (2) 50,000 50,000 -0- -0-
- ----------------------- ------------- ------------- ------------ -----------
American Accounting
& Auditing, Inc. (3) 50,000 50,000 -0- -0-
- ----------------------- ------------- ------------- ------------ -----------
(1) Brian Dvorak, Esq., is the managing member of Globalwide Investment Co. LLC
and performed consulting services for SENR and has chosen to take his fees
through the investment company.
(2) Defined Holding Corporation is the agent for Public Securities Services,
Inc. who performed consulting services for SENR in connection with the
drafting and filing of all of its current reports with the Securities and
Exchange Commission. Lawrence R. Young, Esq. is an attorney who passed upon
this offering is a beneficial owner of 50% of the outstanding stock in
Defined Holding Corporation, the agent for Public Securities Services, Inc.
John Cruickshank is the other 50% owner of stock in Defined Holding
Corporation.
(3) American Accounting and Auditing, Inc. performed accounting and consulting
services for SENR.
All other issuances of the Company's securities were disclosed in its Annual
Report, 10-KSB, filed on March 27, 2000.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
The following 8-K Reports were filed by the Company which relate to
the first quarter of 2000:
An 8-K Report filed on April 21, 2000 noting changes in the Company's
certifying accountants.
An 8-K Report filed on May 8, 2000 noting Resignation of Registrant's
Director and Officer, Tom Reichman, noting the appointment of Stephen Reeder as
President, John Cruickshank as Senior Vice President and the naming of two new
directors.
An 8-K Report filed on May 15, 2000 noting the acquisition by the
Company of Nobel Concepts Fidelity, Inc., a furniture manufacturing company.
All of the above noted 8-K Reports are incorporated herein by reference
as though fully set forth.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Senior Care Industries, Inc.
----------------------------
Date: May 15, 2000 /s/ Stephen Reeder
----------------------------
Stephen Reeder
Chief Executive Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 105,228
<SECURITIES> 0
<RECEIVABLES> 554,603
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,682,990
<PP&E> 22,117,020
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,059,780
<CURRENT-LIABILITIES> 500,171
<BONDS> 0
0
34
<COMMON> 400
<OTHER-SE> 11,910,501
<TOTAL-LIABILITY-AND-EQUITY> 28,059,780
<SALES> 1,322,348
<TOTAL-REVENUES> 1,408,452
<CGS> 843,652
<TOTAL-COSTS> 1,267,131
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57,796
<INCOME-PRETAX> 141,321
<INCOME-TAX> 0
<INCOME-CONTINUING> 141,321
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 141,321
<EPS-BASIC> .019
<EPS-DILUTED> .011
</TABLE>
