<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 333-34224
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SENIOR CARE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of
Incorporation or Organization)
68-0221599
(I.R.S. Employer
Identification No.)
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
(Address of Principal Executive Offices, Including Zip Code)
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Consulting Agreement
(Full Title of the Plan)
--------------------
Resident Agents of Nevada, Inc.
711 S. Carson Street, Suite 4
Carson City, NV 89701
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Lawrence R. Young, Esq.
Lawrence R. Young & Associates, P.C.
9530 E. Imperial Highway, Suite K
Downey, CA 90242-3041
(562) 803-4240
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Amount
to be Registered Registered Offering Price maximum of
per share (1) aggregate Registration
Offering Fee (2)
Price
- ------------------- ----------- --------------- --------- -----------
Common Stock,
par value $0.001 107,000 $1.00 (1) $107,000 $45.475 (2)
- ------------------- ----------- ------------- --------- -----------
TOTAL REGISTRATION FEE: $45.475
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c). (2) Represents shares of Common Stock issued to
consultants to the Company. Please refer to the Selling Shareholders section of
this document.
<PAGE>
EXPLANATORY NOTE
Senior Care Industries, Inc("SENR") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register certain shares of common stock, par
value $0.001 per share, issued to certain selling shareholders.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
SENR will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). SENR does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
PROSPECTUS
SENIOR CARE INDUSTRIES, INC.
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
(949) 376-3125
107,000 SHARES OF COMMON STOCK
The shares of common stock, $0.001 par value per share, of Senior Care
Industries, Inc. ("SENR" or the "Company") offered hereby (the "Shares") will be
sold from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders"). The Selling Shareholders
acquired the Shares pursuant to a Consulting Agreement for consulting services
that the Selling Shareholders provided to SENR.
The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions. SENR will not
receive proceeds from any of the sale the Shares. SENR is paying for the
expenses incurred in registering the Shares except with respect to the legal
fees incurred in connection therewith, which have been waived by our counsel in
connection with this registration statement.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under this Prospectus. The Prospectus has been
prepared for the purpose of registering the Shares under the 1933 Act to allow
for future sales by the Selling Shareholders to the public without restriction.
To the knowledge of the Company, the Selling Shareholders have no arrangement
with any brokerage firm for the sale of the Shares. The Selling Shareholders may
be deemed to be an "underwriter" within the meaning of the 1933 Act. Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the 1933
Act.
SENR's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board under the symbol "SENR."
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 6.
<PAGE>
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
April 6, 2000
TABLE OF CONTENTS
Where You Can Find More Information 2
Incorporated Documents 2
The Company 3
Risk Factors 6
Use of Proceeds 9
Selling Shareholders 9
Plan of Distribution 10
Legal Matters 10
Experts 10
------------------------
You should only rely on the information incorporated by reference or provided in
this Prospectus or any supplement. We have not authorized anyone else to provide
you with different information. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
SENR is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows SENR to "incorporate by reference" information into this
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Prospectus,
except for any information superseded by information in this Prospectus.
The following documents filed by SENR are incorporated herein by reference:
1. 10SB12-G-A dated December 23, 1999;
2. 10QSB dated March 27, 2000;
3. 10KSB dated March 29, 2000.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon oral or written request, a copy of any or all
documents incorporated by reference into this Prospectus (excluding exhibits
unless the exhibits are specifically incorporated by reference into the
information the Prospectus incorporates). Requests should be directed to the
Chief Financial Officer at SENR's executive offices, located at 410 Broadway,
2nd Floor, Laguna Beach, CA 92651. SENR's telephone number is (949) 376-3125.
<PAGE>
THE COMPANY
BUSINESS
General
Senior Care Industries, Inc., 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
sites 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 Golden Chest, Inc.,
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.
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 1,480,122 shares or Senior Care Industries, Inc.'s
common stock and 400,000 shares of preferred stock.
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.
Senior Care Industries is a diversified firm consisting of a real estate
division a manufacturing division, and a pharmaceutical nutriceutical division.
The pharmaceutical division 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, holistic 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.
<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.
The Company employs 12 employees, full time. The company expects to employ 100
employees by December 31, 2001.
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.
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.
<PAGE>
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.
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.
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.
<PAGE>
RISK FACTORS
In this section we highlight some of the risks associated with the
Company's business and operations. Prospective investors should carefully
consider the following risk factors when evaluating an investment in the common
stock offered by this Prospectus.
CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its officers and directors. They have other business interests to
which they devote attention, and they may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with their fiduciary duties to the
Company.
POSSIBLE NEED FOR ADDITIONAL FINANCING. The ultimate success of the Company
may depend upon its ability to raise additional capital. The Company has not
investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.
NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will continue to generate profits, or that the market price of the
Company's Common Stock will be increased thereby.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Articles of
Incorporation provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. The
Company will also bear the expenses of such litigation for any of its directors,
officers, employees, or agents, upon such person's promise to repay the Company
therefore if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company which it will be unable to recoup.
DIRECTOR'S LIABILITY LIMITED. The Company's Articles of Incorporation
exclude personal liability of its directors to the Company and its stockholders
for monetary damages for breach of fiduciary duty except in certain specified
circumstances. Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case. This provision
does not affect the liability of any director under federal or applicable state
securities laws.
DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience of
its officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's President without
any input from stockholders. Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis without a continuing fiduciary or other
obligation to the Company. In the event the President of the Company considers
it necessary to hire outside advisors, they may elect to hire persons who are
affiliates, if they are able to provide the required services.
LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
COMPETITION. The search for potentially profitable business opportunities
is intensely competitive. The Company may be at a disadvantage when competing
with many firms that have substantially greater financial and management
resources and capabilities than the Company.
NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. Management believes that
this Report on Form 8-K contains forward-looking statements, including
statements regarding, among other items, the Company's future plans and growth
strategies and anticipated trends in the industry in which the Company operates.
These forward-looking statements are based largely on the Company's control.
Actual results could differ materially from these forward-looking statements as
a result of factors described herein, including, among others, regulatory or
economic influences. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
<PAGE>
USE OF PROCEEDS
SENR will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares of the Company to which this Prospectus relates are being registered
by the Selling Shareholders, who acquired the Shares pursuant to a compensatory
benefit plan with SENR for legal and consulting services they provided to SENR.
The Selling Shareholders may resell all, a portion or none of such Shares from
time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of April 3, 2000, the number of Shares
owned, the number of Shares registered by this Prospectus and the number and
percent of outstanding Shares that will be owned after the sale of the
registered Shares assuming the sale of all of the registered Shares.
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.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Prospectus in one or more transactions on the Over-the-Counter Bulletin
Board maintained by Nasdaq, or other exchange, in a negotiated transaction or in
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Selling Shareholders may effect such transactions by
selling the Shares to or through brokers-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent (which compensation may be less
than or in excess of customary commissions).
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this and will not receive
any proceeds from sales of any Shares by the Selling Shareholders. The legal
fees incurred in connection with the preparation of this registration statement
have been waived by Lawrence R. Young & Associates, P.C.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Lawrence R. Young & Associates, P.C., Lawrence R. Young, Esq. whose
address is 9530 E. Imperial Highway, Suite K, Downey, CA 90242-3041. Lawrence R.
Young, Esq. the sole shareholder of Lawrence R. Young & Associates, P.C. is a
beneficial owner of Defined Holding Corporation the agent for Public Securities
Services, Inc. which owns 50,000 shares of stock in the Company. Lawrence R.
Young, Esq. has waived any fees in connection with passing upon this offering.
EXPERTS
The balance sheets as of December 31, 1999 and the statements of operations,
shareholders' equity and cash flows for the periods then ended have been
incorporated by reference in this Registration Statement in reliance on the
report of John Spurgeon, CPA, independent accountant, given on the authority of
that firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
1. 10SB12-G-A dated December 23, 1999;
2. 10QSB dated March 27, 2000;
3. 10KSB dated March 29, 2000;
4. All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of the filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation
3.2 Bylaws
5 Opinion of Lawrence R. Young & Associates, P.C. with respect
to legality of the securities of the Registrant being
registered
10.1 Consulting Agreement with Defined Holding Corporation
23.1 Consent of John Spurgeon, Certified Public Accountant
23.3 Consent of Lawrence R. Young & Associates, P.C. (contained
in opinion to be filed as Exhibit 5)
- -----------------------
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on March 16, 2000.
Senior Care Industries, Inc.
/s/ Stephen Reeder
-------------------------------
By: Stephen Reeder, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated: April 6, 2000
/S/ Stephen Reeder
- -----------------------------------
Stephen Reeder
Chief Executive Officer & Director
Dated: April 6, 2000
/S/ John Semmens
- -----------------------------------
John Semmens
Chief Financial Officer
