<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
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)
--------------------
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.
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.
<PAGE>
------------------------
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.
2
<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.
3
<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.
4
<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.
5
<PAGE>
RISK FACTORS
In this section we highlight some of the risks associated with RTEK'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 Company has very limited funds,
and such funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. 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.
REGULATION OF PENNY STOCKS. The Company's securities are subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act of 1934,
as amended. Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules, the rules would apply to the Company and to its
securities. The rules may further affect the ability of owners of Shares to sell
the securities of the Company in any market that might develop for them.
6
<PAGE>
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.
LIMITED OPERATING HISTORY. The Company has limited operating history,
revenues from operations, or assets. The Company faces all of the risks of a new
business and the special risks inherent in the investigation, acquisition, or
involvement in a new business opportunity. The Company must be regarded as a new
or "start-up" venture with all of the unforeseen costs, expenses, problems, and
difficulties to which such ventures are subject.
NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will generate revenues or profits, or that the market price of the
Company's Common Stock will be increased thereby.
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's limited funds
and the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before the Company commits its capital or other resources thereto.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.
LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
operations. The Company's probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within its
target industry and therefore increase the risks associated with the Company's
operations.
DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The
Company currently has several key individuals who are serving as its officers
and directors, including without limitation Raymond Webb. The Company will be
heavily dependent upon their skills, talents, and abilities to implement its
business plan, and may, from time to time, find that the inability of the
officers and directors to devote full time attention to the business of the
Company results in a delay in progress toward implementing its business plan.
Because investors will not be able to evaluate the merits of possible business
opportunities by the Company, they should critically assess the information
concerning the Company's officers and directors.
LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an employment
agreement with any of its officers and directors, and as a result, there is no
assurance that they will continue to manage the Company in the future.
7
<PAGE>
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 expects to 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.
LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but un-issued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to the acquired company's stockholders.
8
<PAGE>
LIMITED PUBLIC MARKET EXISTS. There is a limited public market for the
Company's common stock, and no assurance can be given that a market will
continue or that a shareholder ever will be able to liquidate his investment
without considerable delay, if at all. The market price for the Company's stock
may be highly volatile. Factors such as those discussed in this "Risk Factors"
section may have a significant impact upon the market price of the securities
offered hereby. Owing to the low price of the securities, many brokerage firms
may not be willing to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in these securities, the
combination of brokerage commissions, state transfer taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.
OUR AUDITORS HAVE ADVISED THAT WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE IN BUSINESS. Our auditors in their report included in our financial
statements have expressed doubt about our ability to continue as a going
company. That risk is primarily dependent on our ability to raise sufficient
money to undertake our business plan. If we do not continue as a business, our
stock would be worth substantially less.
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.
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.
9
<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.
10
<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)
- -----------------------
11
<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
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SENIOR CARE INDUSTRIES, INC.
The undersigned incorporator hereby forms a corporation Pursuant to the General
Corporation Law of the State of Nevada. (Chapter 78 of Nevada Revised Statutes).
ARTICLE I
CORPORATE NAME
The name of the Corporation is Senior Care Industries, Inc.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE III
GENERAL PURPOSES
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Nevada.
ARTICLE IV
CAPITAL STOCK
(1) The total authorized capital of the Corporation shall consist of the
following: (a) 20,000,000 shares of common stock, $.01 par value per share, and
(b) 5,000,000 shares of preferred stock, $.01 par value per share.
(2) The Board of Directors is hereby authorized to establish, out of authorized
but unissued shares of preferred stock, one or more series of the preferred
stock and to fix and determine the relative rights, preferences and privileges
of the shares of any series of preferred stock so established.
(3) Any and all of such shares of common stock or preferred stock may be issued
for such consideration as shall be fixed from time to time by the Board of
Directors. The consideration shall be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor or services actually
performed for the Corporation. The Board of Directors shall establish the value
of any consideration paid in whole or in part in property, labor or services and
1
<PAGE>
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
Los 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 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.
3
<PAGE>
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, 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.
4
<PAGE>
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
Los 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
EXHIBIT 3.2
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.
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.
<PAGE>
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.
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 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.
<PAGE>
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 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 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.
<PAGE>
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
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.
EX-5
[LETTERHEAD OF LAWRENCE R. YOUNG & ASSOCIATES, P.C.]
April 6, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Senior Care Industries, Inc.
Ladies and Gentlemen:
This office represents Senior Care Industries, Inc., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of up to 107,000 shares by certain selling shareholders in
accordance with a Consulting Agreement between the Registrant and the selling
shareholders (the "Registered Securities"). In connection with our
representation, we have examined such documents and undertaken such further
inquiry as we consider necessary for rendering the opinion hereinafter set
forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Lawrence R. Young
----------------------
LAWRENCE R. YOUNG & ASSOCIATES, P.C.
EX 10.1
Consulting Services Agreement
This Consulting Agreement ["the Agreement"] entered into on the date herein
below set forth adjacent to the signatures of the parties executing the same
between Defined Holding Corporation as agent for Public Securities Service,
Inc., ["PSS"] a California corporation, at 9530 E. Imperial Highway, Suite K,
Downey, CA 90242-3041, and Senior Care Industries, Inc., 410 Broadway, 2nd
Floor, Laguna Beach, CA 92651 [hereinafter referred to as "Client"].
Whereas Client requires the services of PSS to facilitate the public trading of
its stock; and
Whereas PSS is in the business of facilitating the drafting and filing of
documents for the Securities & Exchange Commission and other regulatory agencies
and stock exchanges through its retained professionals; and
Whereas PSS has the ability to provide market maker services for Client after
approval for trading of securities;
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Responsibilities and Warranties of PSS: PSS hereby agrees to perform
consulting and advisory services for the Client in conjunction with the
development of a full blue sky securities registration package for the sale, to
the public, of the securities of Client and other similar matters upon the fully
negotiated terms and conditions set forth herein and will provide the following
services:
A. Form 10-SB Development: To retain securities counsel for Client to
prepare for filing all the required documents with regards to the full
registration under Section 12(b) or 12(g) of the Securities Exchange Act of
1934, as amended ["the Exchange Act"] with the Securities & Exchange Commission
["SEC"] for Client included but not limited to the following:
(1) Form 10-SB, Form 10QSB and Form 10-KSB for the first year following the
filing of the Form 10-SB;
(2) Form 211 to initiate or resume OTC Bulletin Board service;
(3) A Small Cap application to NASDAQ Stock Market, when appropriate and if the
Client is a going concern and not a developmental stage company; (4)
(4) All additional Regulatory Filings; and
(5) Any comment letters to be answered on Client's behalf.
B. NASD and SEC Comment Letter Support: The preparation of an
application to the National Association of Securities Dealers [NASD] and
assistance for Client in responding to any and all comment letters from the SEC
and/or NASD incident to the filing of the Client's Form 10-SB as outlined above.
<PAGE>
C. Audit Services: To obtain for Client an independent Certified Public
Accountant [CPA] to prepare (1) the required audited financial statement (unless
additional audits are required for the Form 10-SB.
2. Client's Responsibilities & Warranties: Client agrees to provide to PSS all
information necessary together with any documents which may be requested by PSS
or such professionals as PSS may retain in connection with this Agreement to
facilitate the work which PSS has agreed to perform under the terms hereof.
Client shall be solely responsible for the accuracy of the information and
representations made in any document prepared by PSS and/or its retained
professionals.
3. Consideration: Client shall pay to Defined Holding Corporation as Agent for
PSS for the services a consulting fee of 50,000 shares of common stock of
Client. Such shares shall be subject to registration by Client on Form S-8
within 7 days of the completion of PSS's initial work and PSS shall complete the
S-8 Registration Statement at its sole expense.
Additionally, Client shall pay directly to the retained professionals the
following fees:
(1) To Brian Dvorak, Esq. through Globalwide Investment Services, Inc. for
consulting services in connection with the drafting and filing of the Form
10SB for client and for legal opinions in connection therewith, 7,000
shares of common stock of Client.
(2) To American Accounting and Auditing, Inc. for consulting services in
connection with supplying the services set forth hereinbelow, 50,000 shares
of common stock of Client. The services which shall be performed by
American Accounting & Auditing, Inc. shall be as follows:
a. Increasing market awareness for Client's stock throughout the retail
and institutional brokerage community;
b. Seeking strategic alliances for the company with other public and
private sector companies which might enhance market capitalization of
the company or help establish viable distribution channels for it's
products and services.
c. Arranging telephone conferences (where appropriate) for company
representatives to discuss the business of the company with retail and
institutional brokers, clients, analysts and representatives.
d. Providing a working liaison between the company and Public Relation
and Investor Relations community to further expand the awareness of
the company and it's products and services to the public in general.
e. introducing the company to suitable investment banking community
members to achieve a secondary offering.
<PAGE>
4. Costs: In addition to the compensation set forth in Paragraph 3 above, Client
shall pay directly any filing fees required to be submitted with any
registration, filing, membership application, self-regulatory agency fees,
bonding, fingerprinting or testing expenses, all of which must be paid directly
by Client when requested by PSS.
Client must issue checks in full payment of any such fees, payable to the
appropriate payee in the appropriate amount and return the checks to PSS
together with all properly executed documents.
5. TIMELY REVIEW BY CLIENT: BE WARNED THAT SOME AGENCIES DO NOT ACCEPT DOCUMENTS
WHICH HAVE BEEN NOTARIZED MORE THAN 30 DAYS PRIOR TO THEIR SUBMISSION. ANY
DOCUMENT THAT REQUIRES REVISION DUE TO THE CLIENT'S FAILURE TO RETURN THEM DULY
EXECUTED AND WITH PAYMENT AS REQUIRED WITHIN THE TIME FRAME SET FORTH ABOVE, MAY
FIND THAT THE DOCUMENTS MUST BE REVISED AND REEXECUTED.
6. Circumstances incident to filing of documents: PSS does not accept
responsibility for any occurrence resulting from Federal and/or State processing
backlogs, agency computer breakdowns or other circumstances which may cause a
delay in the processing of documents with any such agency. PSS agrees to use its
best efforts to secure registration for Client but cannot guarantee that any
registration will be granted.
7. Indemnification: In the event litigation is instituted against Client naming
PSS as a co-defendant for any reason, Client hereby agrees to indemnify and hold
harmless PSS, its partners, employees, agents, representatives, retained
professionals, their assigns and controlling persons from any loss, claim,
damages, liabilities, costs and expense in any suit, proceeding and/or claim
arising from the cost of investigating, preparing and defending the submissions
made by PSS based upon information which was obtained from Client and submitted
on forms prepared by PSS and/or its retained professionals. This said Paragraph
7 shall survive the expiration or termination of this Agreement.
8. Independent Contractor Status: Client acknowledges that PSS shall perform its
services under the provisions of this Agreement as an Independent Contractor and
not as an employee or an affiliate of Client.
9. Amendment and Modification: Subject to applicable law, this Agreement may be
amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be made.
10. Entire Agreement: This Agreement contains the entire agreement between the
parties hereto and supersedes any prior understanding, written or oral,
respecting the subject matter hereof. The failure of PSS to insist upon strict
performance of any term of this Agreement shall not be construed by Client as a
waiver at any time of the rights, remedies or indemnification, all of which
shall remain in full force and effect from the time of the execution hereof.
11. Binding Effect: This Agreement shall be binding upon the heirs, executors,
administrators, assigns of the parties hereto and Client shall not assign its
rights hereunder or delegate its duties under any of the terms hereof without
the prior written consent of PSS, which consent will not be unreasonably
withheld.
<PAGE>
12. Attorney's Fees and Costs: In the event an arbitration, mediation, suit or
action is brought by any party under this Agreement to enforce any of its terms,
or in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to receive its reasonable attorney's fees and costs in connection
therewith.
13. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future law during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof and the remaining provisions shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provisions or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement, a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid and
enforceable.
14. Governing Law: This Agreement shall be governed by the Laws of the State of
California and the venue for the resolution of any dispute arising hereunder
shall be in Los Angeles County, California, Southeast Judicial District in
Norwalk, California.
15. Independent Advise of Counsel: Client acknowledges and agrees that it has
received the independent advise of counsel prior to executing this Agreement and
that counsel has explained to Client the terms of this Agreement and their legal
ramifications. Client further understands and agrees that PSS does not render
legal advise or offer legal assistance. All requests for legal advise by Client
will be referred to legal counsel for a proper legal opinion. Accordingly, no
statements or representations by PSS, partners, employees, agents,
representatives, retained professionals, their assigns and controlling persons,
should be construed to be legal advise and PSS advises Client to always consult
with its own attorneys regarding the legalities of all investment offerings,
registrations and filings.
IN WITNESS HEREOF, the parties above have caused this Agreement to be duly
executed at Downey, California on the day and year set forth below.
Defined Holding Corporation as Agent for PUBLIC SECURITIES SERVICES, INC.
By: /s/ Lawrence R. Young Date: 9/30/99
---------------------------
Lawrence R. Young
CLIENT:
Name: SENIOR CARE INDUSTRIES, INC.
By: /s/ Stephen Reeder Date: 9/30/99
---------------------------
Officer:Chief Executive Officer
Name: Stephen Reeder
PSS Initial Client Initial
PSS Initial Client Initial
EX-23.1
JOHN SPURGEON, CPA
- ------------------------
PO BOX 1171
GLENDORA, CA 91740
April 6, 2000
TO WHOM IT MAY CONCERN:
The firm of John Spurgeon, Certified Public Accountant consents to the
inclusion of my report of December 31, 1999, on the Financial Statements of
Senior Care Industries, Inc., from January 1, 1998 through December 31, 1999, in
any filings that are necessary now or in the future to be filed with the U. S.
Securities and Exchange Commission.
PROFESSIONALLY,
/S/ John Spurgeon, CPA
- ----------------------
