RENT USA INC, SB-2, 2000-12-26

RENT USA INC
SB-2, 2000-12-26
NON-OPERATING ESTABLISHMENTS

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Rent USA, Inc.
--------------
(Name of small business issuer in its charter)

Nevada 9995 88-0448237
------ ---- ----------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

PO Box 10
San Dimas, CA 91733
(909) 287-1500
--------------
(Address and telephone number of principal executive offices)

PO Box 10
San Dimas, CA 91733
-------------------
(Address of principal place of business or intended principal place of business)

Resident Agents of Nevada, Inc.
711 Carson Street, Suite 4
Carson City, NV 89701
(775) 882-4641
--------------
(Telephone number, including area code, of agent for service)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

--------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant
to RULE 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
-------------------------------------------------

If this Form is a post-effective amendment filed pursuant to RULE 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
-------------------------------------------------

If this Form is a post-effective amendment filed pursuant to RULE 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
-------------------------------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

-----------

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of each Number of Proposed Proposed
class of securities Shares to be maximum maximum Amount of
to be registered registered offering price aggregate registration
per unit offering price fee
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 4,576,272 .50 $2,288,136.20 $1,272.76
-----------------------------------------------------------------------------------------
</TABLE>

NOTE: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions to RULE 457 (ss.230.457
of this chapter) relied upon, if the basis of the calculation is not otherwise
evident from the information presented in the table. If the filing fee is
calculated pursuant to RULE 457(o) under the Securities Act, only the title of
the class of securities to be registered, the proposed maximum aggregate
offering price for that class of securities and the amount of registration fee
need to appear in the Calculation of Registration Fee table. Any difference
between the dollar amount of securities registered for such offerings and the
dollar amount of securities sold may be carried forward on a future registration
statement pursuant to RULE 429 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

TABLE OF CONTENTS

RENT USA, INC.

Cross Reference Sheet Furnished Pursuant to Rule 501(b) of Regulation S-K

Item No. and Caption Caption in Prospectus

1. Forepart of the Registration Facing page of the Registration
Statement and Outside Front Statement and Outside Front
Cover Page of Prospectus Cover Page of Prospectus

2. Inside Front and Outside Back Inside Front and Outside Back
Cover Pages of Prospectus Cover Pages of Prospectus

3. Summary Information and Risk The Offering; Risk
Factors Factors

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Determination of Offering Price

6. Dilution Dilution

7. Selling Security holders Selling Security Holders

8. Plan of Distribution Plan of Distribution

9. Legal Proceedings Legal Proceedings

10. Directors, Executive Officers Directors, Executive Officers
Promoters and Control Persons Promoters & Control Persons

11. Security Ownership of Certain Security Ownership of Management
Beneficial Owners and & Others
Management

12. Description of the Securities Description of Securities;
to be Registered Plan of Distribution

13. Interest of Named Experts Legal Matters; Experts
and Counsel

14. Statement as to Available Information;
Indemnification Indemnification

15. Organization Within Five Organization within Last Five Years
Years

16. Description of Business Description of Business

17. Management's Discussion and Management's Discussion and
Analysis or Plan of Operation Analysis

18. Description of Property Description of Property

19. Certain Relationships and Certain Relationships &
Related Transactions Related Transactions

20. Market for Common Equity Related Stockholder Matters
and Related Stockholder Matters

21. Executive Compensation Executive Compensation of Rent USA
Officers and Directors

Page 3

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22. Financial Statements Financial Statements

23. Changes In and Disagreements Changes in & Disagreements
With Accountants on Accounting With Accountants on Accounting
and Financial Disclosure & Financial Disclosure

24. Indemnification of Part II
Directors and Officers

25. Other Expenses of Part II
Issuance and
Distribution

26. Recent Sales of Part II
Unregistered Securities

27. Exhibits Part II

28. Undertakings Part II

Page 4

<PAGE>

Front of Registration Statement and Outside Front Cover of
Prospectus
----------------------------------------------------------

The following represents the front outside cover page of the Prospectus:

RENT USA, INC.

PROSPECTUS
TO SHAREHOLDERS OF SENIOR CARE INDUSTRIES, INC.

Total Offering

$2,288,136.20

4,576,272 Shares of common stock (the "Offering")

---------------------------

Offering Price

$.50 per Share

2 Shares ($1.00) Minimum to holders of 5 shares of Senior
Care Industries, Inc.

---------------------------

THESE SECURITIES ARE BEING OFFERED EXCLUSIVELY TO SHAREHOLDERS OF SENIOR CARE
INDUSTRIES, INC. AND THE SHARES BEING OFFERED ARE BEING OFFERED SOLELY BY RENT
USA, INC.

The Securities and Exchange Commission (SEC) and state securities regulators
have not approved these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

Please read this prospectus carefully. It describes our Company, finances and
services. Federal and state securities laws require that we include in this
prospectus all the important information that you will need to make an
investment decision.

You should rely only on the information contained in this prospectus to make
your investment decision. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. The
following table of contents has been designed to help you find important
information contained in this prospectus. We have included subheadings to aid
you in searching for particular information you might want to return to. We
encourage you to read the entire prospectus.

THIS OFFERING IS BEING MADE ONLY TO SHAREHOLDERS OF COMMON STOCK OF
SENIOR CARE INDUSTRIES, INC. AS OF RECORD DATE NOVEMBER 30, 2000

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
PLEASE REFER TO RISK FACTORS BEGINNING ON PAGE 8

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

Page 5

<PAGE>

Inside Front & Outside Back Cover Pages of Prospectus
-----------------------------------------------------

The following represents the Table of Contents for the Prospectus which is
contained on the first page following the cover sheet:

TABLE OF CONTENTS

The Offering ................................................. 7
Risk Factors .................................................. 8
Use of Proceeds .............................................. 12
Determination of Offering Price .............................. 12
Dilution ............ ........................................ 12
Selling Security Holders ..................................... 12
Plan of Distribution ........................................ 13
Legal Proceedings ........................................... 13
Directors, Executive Officers, Promoters, Control Persons ... 13
Security Ownership of Management & Others.................... 20
Legal Matters; Experts ...................................... 21
Available Information ....................................... 21
Indemnification ............................................. 22
Organization Within Last Five Years ......................... 22
Description of Business ..................................... 23
Management's Discussion & Analysis .......................... 24
Description of Property ..................................... 38
Certain Relationships & Related Transactions ................ 38
Related Stockholder Matters ................................. 38
Executive Compensation of Rent USA Officers and Directors ... 39
Changes & Disagreements With Accountants on Accounting
& Financial Disclosure ...................................... 40
Financial Statements ........................................ F-1

Page 6

<PAGE>

Prospectus Summary, Risk Factors
--------------------------------

Subject to Completion, Dated

P R O S P E C T U S
RENT USA, INC.

P.O. BOX 10
San Dimas, CA 91733
(909) 590-3063

THE OFFERING

Senior Care Industries, Inc., is offering hereby to all of its
shareholders of record as of the date of this offering the right to purchase 2
shares of Rent USA, Inc. common stock for every 5 shares of Senior Care
Industries, Inc. common stock held with the right to purchase those shares at
$.50 per share.

There will be no fees paid to brokers in connection with this offering.
The only administrative cost will be the costs in connection with an escrow of
funds received together with the Subscription Agreements which are attached to
this Prospectus.

The maximum number of shares offered by this Prospectus and the maximum
amount to be subscribed hereby is limited to the number of shares held by Senior
Care Industries, Inc. shareholders as of the date of this Offering. Senior Care
Industries, Inc. has outstanding a total of 11,591,654 as of the date of this
Prospectus which would result in the following maximum subscription to shares in
Rent USA computed as follows:

11,440,681 divided by 5 = 2,318,330 x 2 = 4,576,272 4,576,272 x $.50 =
$2,288,136.20 which is the maximum total offering.

The Shares are being offered until a maximum of 4,576,272 Shares (the
"Offering") are sold. The Offering will terminate on or before April 30, 2001,
unless extended one or more times by the Company to a date not later than
November 30, 2001 (the "Termination Date"). See "Terms of the Offering."

Olsen-Paine & Company has filed a Form 211 with the National
Association of Securities Dealers to commence trading on the NASD
over-the-counter bulletin board. The shares of Common Stock offered hereby will
freely tradeable on that market or any other market which develops for the
Company's Common Stock one year after the close of the offering. There can be no
assurance that a market for the common stock of the Company will develop or will
continue, that any particular price will be available for the sale of the
shares, or that any other market will develop or, if developed, that the
Company's Common Stock will trade at the Common Stock's offering price herein
or above.

This Offering is only being made to holders of shares in Senior Care
Industries, Inc. who were shareholders of that company as of the Offering Date.

TERMS OF THE OFFERING

SECURITIES OFFERED: Common Stock. See "Description of Securities".
PRICE: . . . . . . $.50 per Share.
SIZE OF OFFERING . . 4,576,272 Shares - $2,288,136.20

MINIMUM INVESTMENT: All shareholders of record of Senior Care
Industries, Inc. who hold at least 5 shares in the common stock of that company
as of the date of this Offering, shall have the right to subscribe to and
purchase 2 shares of common stock in Rent USA by the payment of $.50 per share.

SHARES OF STOCK OUTSTANDING

COMMON STOCK: Rent USA has a total of 11,098,289 shares of common stock
outstanding prior to this Offering. Subsequent to this Offering, up to
15,674,561 shares of common stock will be outstanding. The Company is authorized
to issue up to 20,000,000 shares of common stock, par value $.001 per share.

RESTRICTIONS ON RESALE: The shares purchased under the terms of this
Offering may not be resold to the public for a period of at least one year from
the date of the Offering.

REGISTRATION OF OFFERING: A Registration Statement under the Securities
Act of 1933, Form SB2 has been filed to register the shares which are being
offered by this Prospectus.

Page 7

<PAGE>

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE POSSIBILITY OF THE LOSS OF
THEIR ENTIRE INVESTMENT IN THE COMPANY'S SECURITIES AND, ALONG WITH EACH OF THE
FOLLOWING FACTORS, CONSIDER THE INFORMATION SET FORTH ELSEWHERE IN THIS OFFERING
CIRCULAR.

RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY

FUTURE CAPITAL NEEDS. To date the Company has relied on private funding
and short term borrowing to fund operations. To date, the company has generated
minimal revenues and the Company has extremely limited cash liquidity and
capital resources. The Company's future capital requirements will depend on many
factors, including the Company's ability to market its products successfully,
cash flow from operations, and competing market developments. The Company's
business plan requires additional funding beyond the proceeds of this Offering.
Consequently, although the Company currently has no specific plans or
arrangements for financing other than this Offering, the Company intends to
raise additional funds subsequent to this Offering through private placements,
public offerings or other financing's. Any equity financing's would result in
dilution to the Company's then- existing stockholders. Sources of debt financing
may result in higher interest expense. Any financing, if available, may be on
terms unfavorable to the Company. If adequate funds are not obtained, the
Company may be required to reduce or curtail operations. The Company anticipates
that its existing capital resources, together with the net proceeds of this
Offering, will not be adequate to satisfy its operating expenses and capital
requirements for the year following this Offering, but would provide sufficient
capital to commence implementation of its business plan.

CLOSING OF ACQUISITIONS. The Company has entered into agreements to
acquire certain going businesses which are described elsewhere in this Offering
Circular. The acquisition agreements are subject to numerous conditions
including, but not limited to, due diligence and other matters. No assurance can
be given that the Company will successfully complete these acquisitions or any
of them. In addition to the acquisition s, the Company's growth strategy
includes the acquisition of entities with businesses and/or assets similar to
the Company's business. The Company continually seeks acquisition candidates in
selected markets and from time to time engages in exploratory discussions and
negotiations with suitable candidates. The general nature of three of such
candidates is referenced under "Business - Acquisitions" below. There can be no
assurance, however, that the Company will be able to identify and acquire
appropriate businesses or obtain financing for such acquisitions on satisfactory
terms. The process of integrating businesses into the Company's operations may
result in unforeseen difficulties and may require a disproportionate amount of
resources and management's attention. Future acquisitions may be financed
through the issuance of Common Stock, which may dilute the Company's
stockholders, or through the incurrence of additional indebtedness. Furthermore,
there can be no assurance that competition for acquisition candidates will not
escalate, thereby increasing the costs of making acquisitions.

NO PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON STOCK. Presently, the
Company's stock is not trading on any exchange. However, it is expected that the
common stock of the Company will soon trade on the NASD over-the-counter
bulletin board. There can be no assurance, however, that such market will
commence or continue or that investors in this offering will be able to
liquidate their shares acquired in this Offering at the price herein or
otherwise. There can be no assurance that any other market will be established
in the future. There can be no assurance that an investor will be able to
liquidate his or her investment without considerable delay, if at all. The price
of the Company's Common Stock may be highly volatile. Factors discussed herein
may have a significant impact on the market price of the shares offered hereby.

Page 8

<PAGE>

COMPETITION. The heavy equipment sales and rental business is
characterized by high intense competition. Rent USA, Inc., will compete with
many nationally recognized and financially successful companies. Many companies
with which Rent USA, will compete, have substantially larger portfolios and
greater financial resources than the Company. Rent USA, Inc's limited financial
resources negatively affect its ability to compete effectively in its market
niche.

INDUSTRY CONDITIONS. The heavy equipment sales and rental industry
historically has been cyclical, fluctuating sharply with the business cycle of
the national economy. During economic downturns, the sales and rental of heavy
equipment tends to experience periods of recession and declines similar to the
general economy. Also, the rental and sales of such equipment is seasonal and
may vary depending upon weather conditions. The Company believes that the
industry is influenced significantly by economic conditions generally and more
specifically by consumer behavior and confidence, the level of personal
discretionary spending, housing activity, interest rates and credit
availability.

GOVERNMENT REGULATIONS AND ENVIRONMENTAL CONSIDERATIONS. Each of the
Company's proposed acquisitions must meet extensive federal, state and local
regulatory standards in the areas of safety, health and environmental pollution
controls. The rental and sales of heavy equipment industry currently anticipates
increased federal and state regulation. The Company cannot at this time estimate
the impact of these new standards on the operations of the companies and
properties the Company proposes to acquire or the cost of compliance thereof
(including future capital expenditure requirements).

DEPENDENCE ON MANAGEMENT. The Company's success depends, to a
significant extent, upon certain key employees. The loss of services of one or
more of these employees could have a material adverse effect on the business of
the Company. In addition, the Company has a substantial need for additional
qualified management and marketing personnel. The Company believes that its
future success will also depend in part upon its ability to attract, retain and
motivate qualified personnel. There can be no assurance that the Company will be
successful in attracting and retaining such personnel. Competition for such
personnel is intense. The Company does not maintain a policy of key man life
insurance on any employees. See "Management."

RISK FACTORS RELATED TO THIS OFFERING

OFFERING PRICE ARBITRARILY DETERMINED. The Offering Price of the Shares
being offered hereby was determined by the Company and bears no relationship to
the Company's assets, book value, net worth or operations, and may not be
indicative of the actual value of the Company.

DILUTION. Purchasers of shares of Common Stock in the Offering will
experience immediate substantial dilution in the net tangible book value of the
shares from the offering price herein.

LACK OF DIVIDENDS. The Company does not intend to declare or pay any
dividends on its outstanding shares of Common Stock in the foreseeable future.

LIMITATIONS ON TRADING MARKET FOR THE COMPANY'S COMMON STOCK. Due to
the relatively low price of the Company's securities, many brokerage firms may
not effect transactions in the Company's Common Stock. Rules enacted by the SEC
increase the likelihood that most brokerage firms will not participate in the
market for the Company's Common Stock. Those rules require, as a condition to
brokers effecting transactions in certain defined securities (unless such

Page 9

<PAGE>

transaction is subject to one or more exemptions), that the broker obtain from
its customer or client a written representation concerning the customer's
financial situation, investment experience and investment objectives. Compliance
with these procedures tends to discourage most brokerage firms from
participating in the market for certain securities.

THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990; RISKS OF
LOW-PRICED STOCKS. The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure relating to the market for penny stocks in
connection with trades in any stock defined as a penny stock. The Commission has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $3.50 per share, subject to
certain exceptions. Such exceptions include any equity security listed on NASDAQ
and any equity security issued by an issuer that has (i) net tangible assets of
at least $2,000,000, if such issuer has been in continuous operation for three
years, (ii) net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (iii) average annual
revenue of at least $6,000,000 if such issuer has been in continuous operation
for less than three years. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith.

BEST EFFORTS OFFERING. The Shares of Common Stock are being offered
by the Company on a "best efforts" basis. There can be no assurance that the
Company will be able to sell any Shares prior to the termination date or that if
it sells Shares, that such funds will be sufficient to allow the Company to
accomplish its objectives as set forth in this Confidential Prospectus.

SHARES ELIGIBLE FOR FUTURE SALE & RESTRICTION ON IMMEDIATE SALE At the
conclusion of this offering, Rent USA will have a maximum of 15,674,561 common
shares outstanding of which 5,000,000 shares of those issued shares may be
freely sold to the general public and are thus called "free-trading." The
maximum number of shares, to wit, 4,576,272 shares, being sold pursuant to this
Prospectus will be registered but restricted and may not be sold for a period of
one year from the issue date. The balance of 6,098,289, of which 1,098,289
belong to Pacific Standard Financial Group, Inc. and the balance of 5,000,000
shares belongs to Senior Care Industries, Inc., represent "restricted stock"
which under certain circumstances may be sold in compliance with Rule 144
adopted under the Securities Act. In general, under Rule 144, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the Company, who has beneficially owned restricted shares of Common Stock for at
least one year is entitled to sell, in certain brokerage transactions, within
any three-month period, a number of shares that does not exceed the greater of
1% of the total number of outstanding shares of the same class, or if the Common
Stock is quoted on NASD or a stock exchange, the average weekly trading volume
during the four calendar weeks immediately preceding the sale. A person who
presently is not and who has not been an affiliate of the Company for at least
three months immediately preceding the sale and who has beneficially owned the
shares of Common Stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the volume limitations described above.

AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK. The Company's
Articles of Incorporation authorize the issuance of up to 20,000,000 shares of
Common Stock. The Company's Board of Directors has the authority to issue
additional shares of Common Stock and to issue options and warrants to purchase
shares of the Company's Common Stock without shareholder approval. Future
issuance of Common Stock could be at values substantially below the Offering
Price in the Offering and therefore could represent further substantial dilution
to investors in the Offering. In addition, the Board could issue large blocks of
voting stock to fend off unwanted tender offers or hostile takeovers without
further shareholder approval.

AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of
Incorporation authorize the issuance of up to 5,000,000 shares of Preferred
Stock in one or more series. The Company's Board of Directors has the authority
to fix the number of shares and to determine or alter for each such series, such
voting powers, full or limited, or no voting powers, and such designations,
preferences, and relative, participating, optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such shares. The Board of Directors is also
authorized to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any series subsequent to the
issue of shares of that series.

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<PAGE>

FORWARD -LOOKING STATEMENTS AND ASSOCIATED RISKS. This Offering
Circular contains certain forward-looking statements, including among others:
(i) the projected sales growth of the Company's products; (ii) anticipated
trends in the Company's financial condition and results of operations; (iii) the
Company's business strategy for acquisitions and (iv) the Company's ability to
distinguish itself from its current and future competitors. These
forward-looking statements are based largely on the Company's current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements. In
addition to the other risks described elsewhere in this "Risk Factors"
discussion, important factors to consider in evaluating such forward- looking
statements include: (i) changes to external competitive market factors or in the
Company's internal budgeting process which might impact trends in the Company's
results of operations; (ii) anticipated working capital or other cash
requirements; (iii) changes in the Company's business strategy or an inability
to execute its strategy due to unanticipated changes in the drinking water
industry; and (iv) various competitive factors that may prevent the Company from
competing successfully in the marketplace. In light of these risks and
uncertainties, many of which are described in greater detail elsewhere in this
"Risk Factors" discussion, there can be no assurance that the events predicted
in forward-looking statements contained in this Prospectus will in fact,
transpire.

IN ADDITION TO THE FOREGOING RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS THAT
ARE NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT, POTENTIAL INVESTORS SHOULD
KEEP IN MIND THAT OTHER IMPORTANT RISKS COULD ARISE.

Page 11

<PAGE>

USE OF PROCEEDS

The proceeds to the Company from the Offering will be $2,288,136.20 if
the Offering is completed. Management anticipates that the proceeds will be
applied with the following priority:

Description of Use Amount Percent
-------------------------------------------------------------------------

Working Capital $2,295,147.80 99%

Expenses (Estimated) $ 22,951.47 1%

The amounts set forth above represent the Company's present intentions
for the use of the proceeds from this Offering. However, actual expenditures
could vary considerably depending upon many factors, including, without
limitation, changes in economic conditions, unanticipated complications, delays
and expenses. Any reallocation of the net proceeds of the Offering will be made
at the discretion of the Board of Directors but will be in furtherance of the
Company's strategy to achieve growth and profitable operations. The Company's
working capital requirements are a function for its future sales growth and
expansion, neither of which can be predicted with any reasonable degree of
certainty. As a result, although the Company estimates such proceeds will meet
cash operating requirements for approximately 12 months, the Company is unable
to precisely forecast the period of time for which proceeds of this Offering
will meet such requirements.

Pending use of the net proceeds of the Offering, the funds will be
invested temporarily in certificates of deposit, short-term government
securities or similar investments. Any income from these short-term investments
will be used for working capital.

DETERMINATION OF OFFERING PRICE

The offering price of $.50 per share was arbitrarily set by the Board
of Directors of Rent USA, Inc. and bears no relationship to the Company's
assets, book value, net worth or operations, and may not be indicative of the
actual value of the Company.

DILUTION

Rent USA has a total of 11,098,289 shares of common stock outstanding
prior to this Offering. Subsequent to this Offering, up to 15,725,951 shares of
common stock will be outstanding thus diluting the number of shares outstanding.
Based upon the number of outstanding shares in Senior Care Industries, Inc.
which was 11,149,606 as of the date of this Prospectus. The number of shares
which will be offered to Senior Care shareholders will be a total of 4,576,272.
This does not mean that all of the shares offered will be subscribed. It is
likely that less than the total number of shares which can be subscribed will be
subscribed as a result of this Offering. For that reason, the total number of
shares subscribed may be less than 4,576,272. That number is merely the largest
number of shares which can be subscribed by this Offering.

SELLING SECURITY HOLDERS

The Company, Rent USA, Inc. is the entity which will be selling shares
to fill the subscriptions from this Offering. The shares will be issued from the
treasury. No other shares will be used and no other persons or entities will be
selling shares under the terms of this Offering.

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<PAGE>

PLAN OF DISTRIBUTION

Shareholders of Senior Care Industries, Inc. will receive a package
containing this Prospectus, a cover letter and a Subscription Agreement. Each
Senior Care shareholder entitled to purchase two (2) shares of common stock in
Rent USA, Inc. for each five (5) shares of Senior Care Industries which the
shareholder owns as of November 30, 2000.

To take advantage of this offer, the shareholder must purchase all of
the shares of Rent USA, Inc. to which the shareholder is entitled as of November
30, 2000 and must execute and deliver to the stock transfer agent for Rent USA,
Inc., the Subscription Agreement and a check for $.50 per share for each share
subscribed. No fractional shares will be allowed.

The Subscription Agreement must be filled out by either the shareholder
or the account holder for the shares in Senior Care. The Subscription Agreement
together with a check for $.50 multiplied by 20% of the number of shares in
Senior Care Industries, Inc. which the shareholder owns on the record date of
November 30, 2000, must be forwarded to the stock transfer agent for Rent USA,
Inc. whose address appears below:

First American Stock Transfer, Inc.
PO Box 47700
Phoenix, AZ 85068-7700

An envelope with the address of the stock transfer agent will be
enclosed with the package of materials sent to each shareholder.

The shareholder will have from November 30, 2000 until April 30, 2001
or until a later date, if extended, to take advantage of the Offering by
submitting the Subscription Agreement and funds required.

Once at least 100,000 shares of common stock in Rent USA has been
subscribed and $50,000.00 has been received by the escrow agent, First American
Stock Transfer, Inc., the escrow agent will commence issuing shares to the
subscribers. If a total of 100,000 shares has not been subscribed by April 30,
2001, any funds held by the escrow holder will be returned and the subscription
will be canceled. After at least 100,000 shares has been subscribed, then shares
will be issued within five (5) business days of the receipt of a properly filled
out Subscription Agreement and good funds in payment thereof.

Funds from the escrow agent to Rent USA will be released on a weekly
basis after the first 100,000 shares has been subscribed and the effective date
of the SB2 Registration has been reached.

LEGAL PROCEEDINGS

There are no legal proceedings either pending or threatened against the
Company as of the date of this Prospectus nor does the Company have any legal
proceedings which it has filed or threatened against anyone or any entity.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS

The Company is promoting this Subscription. There are no outside
promoters or other persons who are involved in the subscription.

The Company is controlled by Senior Care Industries, Inc.
[OTC:BB:SENR]. Senior Care owns a total of 5,000,000 shares of the Company. The
following persons are directors and executive officers of Senior Care
Industries, Inc.:

Name and Age Current Position Director Since Officer Since
------------ ---------------- -------------- -------------
<S> <C> <C> <C>
Stephen Reeder 50 Chairman, CEO, August 31, 1999 August 31, 1999
Director
Richard Hart 52 Vice President, August 31, 1999 August 31, 1999
Director
Bob Coberly 33 Vice President, August 31, 1999 VP since August 31, 1999
Chief Financial Officer, CFO since November 10, 2000
Director
David Tsai 55 Vice President, August 31, 1999 August 31, 1999
Director
John Cruickshank 60 Vice President VP since April 18, 2000
Secretary Sec. since November 10, 2000
Scott Brake 48 Director August 31, 1999

David Edwards 52 Director April 1, 2000
John Tanner 36 Director April 1, 2000
Denzel Harvey 55 Director April 1, 2000
Bob Eschwege 58 Vice President May 20, 2000
</TABLE>

Page 13

<PAGE>

Background and Experience of Senior Care Officers and Directors

Stephen Reeder: Chairman, CEO and Director

Mr. Reeder brings 30 years of real estate development, construction,
and investment experience to the company. Mr. Reeder has built and developed
over 20,000 units throughout the western United States and will run the day to
day operations of the company and head its construction division. In addition,
Mr. Reeder has developed and constructed over 6,000 acres of master-planned
communities, and developed and built on average, over $100,000,000 annually
between 1985 and 1991. Mr. Reeder will run the day to day operations of the
Company with a particular focus on the development division, coordinating and
directing the Company's acquisitions of existing and to-be-built properties and
the real estate financing for the company.

Mr. Reeder employment for the prior 5 year period has been as an
independent consultant and real estate investor, investing for his own portfolio
and consulting with clients in their financing of real estate in the Western
United States.

Martin Richelli: Vice President, Development Division , and Director

Mr. Richelli brings 20 years of real estate development, investment,
acquisition and finance experience to the company. Mr. Richelli, served with the
FDIC and has developed and financed over 3,900 apartment units, 1,000 senior
units, and over 3,000 acres of residential and commercial land throughout the
state of California.

Mr. Richelli's employment for the prior 5 year period has been as a
real estate broker and consultant with Bryant-Martin Company, in Huntington
Beach, California.

Richard Hart: Vice President, US Construction

Richard Hart has over twenty years of experience in the construction
industry, and has been intimately involved with all manners of construction and
developmental processes.

Mr. Hart is the former owner and manager of Pacific Communities, a
company specializing in the construction and rehabilitation of senior facilities
and multi family homes in the Riverside/San Bernardino areas of Greater Los
Angeles. Before his involvement with the Company, Mr. Hart served as the
construction supervisor and project manager with the following construction and
development firms: Van/Hart Performance Builders, La Ban Development, Special
Projects, Sunkist Developers, Cal Cor, Regional Real Estate Developers, and Mike
Pleman Developments. Mr. Hart will oversee the western United State construction
projects for the Company reporting directly to Steve Reeder.

Mr. Hart's employment for the prior 5 year period has been as the owner
and manager of Pacific Communities in Riverside, California.

Scott Brake: Director

Mr. Brake brings 30 years of business experience to the Board of
Directors.

Mr. Brake's employment for the prior 5 year period has been as an
independent consultant in Los Angeles, California.

David Tsai: Vice President Development

Mr. Tsai graduated from Chung Yuan Christian College of Taiwan in 1967
and moved to California in 1969. After receiving his Masters Degree of
Architecture at the University of California Berkeley in 1970, Mr. Tsai moved to
Los Angeles and began his architectural career in the Southland.

Mr. Tsai's extensive commercial development and architectural
experience derived from early years when he was employed by various renowned
architectural firms in the Greater Los Angeles area. Mr. Tsai has participated
in design work of landmark projects in Los Angeles, including the Downtown Hyatt
Regency Hotel, the Broadway Plaza, and one of the tallest buildings in Los
Angeles, the famous 60-story First Interstate Bank building.

Page 14

<PAGE>

In 1975, Tsai Development and Construction Corp. was founded. In 1977,
due to increasing demand, an independent Development and Construction Division
was formed, separated from the Architectural Division. He has since developed
millions of square feet of commercial/retail, and thousands of multi- family
residential units, senior units and single family homes. Mr. Tsai most recently
created an efficient design for senior condominium projects and is under
construction on numerous senior projects in the state of California, including
Evergreen Manor, which is owned by Senior Care Industries Inc.

Mr. Tsai's employment for the prior 5 year period has been as the
principal of Tsai Development and Construction, in Monterey Park, California.

John W. Cruickshank, Senior Vice President, Secretary

Mr. Cruickshank is a graduate of the University of Vermont and Boston
College Law School and comes to the company with over 30 years of legal
experience. He acts as coordinator of all legal and accounting aspects of the
Senior Care's business and works closely with the other executive officers to
assist in negotiation and implementation of funding requirements for that
company as well as Rent USA.

EXECUTIVE COMPENSATION OF SENI0R CARE OFFICERS & DIRECTORS

The following table sets forth the Summary Compensation Table for
Senior Care's Chief Executive Officer and the next most highly compensated
executive officer other than the Chief Executive Officer who were serving as
executive officers at the end of the last completed fiscal year. No other
compensation not covered in the following table was paid or distributed by the
Company to such persons during the period covered. Employee Directors receive
stock options for service on the Board of Directors.
<TABLE>
<CAPTION>

Name Annual Awards Payouts
& Position Comp.
------------------------------------------------------------------------------------------
Year Salary Bonus Other Restricted LTIP Other
Compensation Stock Options

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard Hart 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- 55,000 -0- -0-

Martin
Richelli 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- 55,000 -0- -0-

Denzel
Harvey 1998 -0- -0- -0- -0- -0- -0- -0-
Director 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- 55,000 -0- -0-

David Tsai 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- 55,000 -0- -0-

Page 15

<PAGE>

Stephen
Reeder 1998 -0- -0- -0- -0- -0- -0- -0-
CEO 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 65,000 -0- -0- -0- 115,000 -0- -0-

Bob Coberly 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- 55,000 -0- -0-

John
Cruickshank 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 (1) -0- -0- -0- -0- -0- -0- -0-
Secretary 2000 38,850 -0- -0- -0- 55,000 -0- -0-

Scott Brake 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- 55,000 -0- -0-

Al Harvey 1998 -0- -0- -0- -0- -0- -0- -0-
Former 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- 55,000 -0- -0-

Bob Eschwege 1998 -0- -0- -0- -0- -0- -0- -0-
V.P. 1999 -0- -0- -0- -0- -0- -0- -0-
Plant Mgr. 2000 66,000 -0- -0- -0- 55,000 -0- -0-

David
Edwards 1998 -0- -0- -0- -0- -0- -0- -0-
Director 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- 55,000 -0- -0- -0-

John Tanner 1998 -0- -0- -0- -0- -0- -0- -0-
Director 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- 55,000 -0- -0- -0-
</TABLE>

(1) Prior to becoming an officer of Senior Care, John Cruickshank received
compensation of 50,000 shares of common stock in lieu of cash for consulting
services during 1999.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

Senior Care presently has no compensation committee.

Audit Committee and Insider Participation
-----------------------------------------

Senior Care has an Audit Committee of the Board of Directors. The committee was
activated on May 12, 2000. The Audit Committee, to date, has held no meetings.
The members of the Audit Committee are:

John Tanner
David Edwards
Denzel Harvey

Page 16

<PAGE>

The following persons are officers and directors of Rent USA:

Name and Age Current Position Director Since Officer Since
------------ ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Jeffrey P. Harvey 40 Chairman, Chief Executive Aug., 2000 Aug., 2000
Officer, Director
Charles "Cort" Hooper 52 President, Chief Financial Aug., 2000 Aug., 2000
Officer, Director
John W. Cruickshank 60 Secretary, Director Oct., 2000 Oct., 2000
Jim Flippen 54 Chief Operating Officer Oct., 2000
Art Wigand 57 Chief Financial Officer Oct., 2000
</TABLE>

Management Responsibilities
---------------------------

Jeff Harvey, Chairman, Chief Executive Officer, Director

Mr. Harvey will act to develop and maintain the company vision. He will
oversee all areas and company departments. He will Approve all financial
obligations, will seek business opportunities and strategic alliances with other
organizations, will plan, develop and establish policies and objectives of
business organization in accordance with board directives and company charter,
direct and coordinate financial programs to provide funding for new or
continuing operations in order to maximize return on investments and increase
productivity.

Goals include: To form Rent USA into one of the premier equipment
rental companies in the Unites States by maintaining quality of equipment,
service and reliability to facilitate increased revenues, profitability, and
exposure.

Charles C. Hooper, President, Director

Mr. Hooper will work closely with Al Harvey to develop revenue and
profitability goals. His essential obligation is to work with investors and
creditors to raise required capital to meet Companies funding requirements, to
work with CEO to target and review feasibility of potential acquisitions and to
oversee the Company's overall accounting and tax liabilities. Finally, he will
work with Sales Managers to establish optimal sales levels and pricing.

John W. Cruickshank, Secretary, Director

Mr. Cruickshank will act to coordinate all legal and accounting aspects
of the Company's business and will work closely with the other executive
officers to assist in negotiation and implementation of funding requirments. Mr.
Cruickshank is also Senior Vice President of Senior Care Industries, Inc. and
acts as the liaison between management of Rent USA and the executive team and
Board of Senior Care Industries, Inc.

Jim Flippen, Chief Operating Officer

Mr. Flippen has the experience and dedication to assemble a cost
effective organization with emphasis on business development from concept
through negotiation and development of cash flow models from start up to
maintenance of an organization. His experience includes financing, leasing,
plant design and setup, cost accounting and control, quality control, production
and a safe working environment. Mr. Flippen believes that the worker environment
should be exciting, challenging and goal oriented with a fun everyday experience
for all persons involved.

Arthur Wigand, Chief Financial Officer

Mr. Wigand brings a broad based manufacturing and engineering
background to the Company with a stong emphasis on strategic planning and
execution, organizational skills and bottom line management capabilities. His
experience demonstrates his expertise in increasing profit and expanding the
capabilities of the company. He will be the hands on financial person
experienced in both governmental and commercial sales with experience in both
domestic and international sales.

Page 17

<PAGE>

Management Team Backgrounds

Jeff Harvey, Chairman, Chief Executive Officer, Director

Prior to coming with Rent USA, Mr. Harvey had been a marketing
consultant to Glyphics Communications, Mediaworks and Northland Rental & Supply
since 1998. Mr. Harvey was director or marketing for Dynacom Teleconferencing in
Salt Lake City, UT from 1996 to 1998. Dynacom Teleconferencing was acquired by
Glyphics Communications in 1998. Mr. Harvey is a licenced real estate appraiser
in the State of Utah. His experience in the rental and heavy equipment business
spans the last two decades where he learned the business under his father, Al
Harvey, former Chairman of Rent USA and founder of the Company. From 1994 to
1997, Mr. Harvey was on the PGA Golf Professional circuit, prior to that time
having attended the University of Utah and is preparing to enter a series of
courses to obtain a graduate degree in Business Management. From 1991 to 1994,
Mr. Harvey was employed at Northland Rental & Supply and assisted Denzel Harvey,
his uncle, in developing the DVBE program and Northland's current business model
in the State of California. From 1983 to 1990, he was employed in the equipment
rental business by Rent-a- Tool in the Utah market. Mr. Harvey is also a member
of the National Honor Society.

Charles C. Hooper, President, Director

Mr. Hooper was from 1986 until coming with the Company, the Chief
Executive Officer of Mojave Natural Resources in Temecula, California, a company
which produces decorative rock and construction aggregate and industrial
minerals. From 1978 until 1990, he was also the owner of Old Town Financial in
La Jolla, California, a developer of shopping centers, office buildings,
condominiums, apartments, health clubs, single family homes and ranch estates.
He began his careet in 1968 with Litton Industries as a reliability systems
engineer which designed and built missle guidance systems for the U.S. Army
ground to air combat installations. He was an officer in the U.S. Navy during
the Viet Nam war and became an instructor at the Naval War College. He served
two tours in Viet Nam as Navy Seal and trained submarine diving officers. From
1974 until 1986 he was the owner of Organizational Diagnostics Associates in San
Diego, California, a private financial and business consulting firm to Fortune
500 and local companies pioneering the development of financial and legal
software systems. Mr. Hooper is a graduate of the University of California at
Los Angeles with High Honors, has a Master of Science Degree from the U.S. Naval
Post Graduate School and has done doctorate work in finance and human behavior.
He has also taken a number of continuing education courses in finance, real
estate and insurance. He is a 22 year member of the San Diego Yacht Club, a
member of Toastmasters International, The Veterans of Foreign Wars, the
California Mining Association and the Pacific S.W. Quarter Horse Association.

John W. Cruickshank, Secretary, Director

Mr. Cruickshank is a graduate of the University of Vermont and Boston
College Law School and comes to the company with over 30 years of legal
experience. He is Senior Vice President of Senior Care Industries, Inc. and acts
as spokesperson for that company. He also acts as coordinator of all legal and
accounting aspects of the Senior Care's business and works closely with the
other executive officers to assist in negotiation and implementation of funding
requirments for that company as well as Rent USA. Prior to becoming an officer
of Senior Care, Mr. Cruickshank had been for the last ten years a consultant to
Lawrence R. Young & Associates, P.C., a law firm in Downey, California.

Jim Flippen, Chief Operating Officer

Mr. Flippen has over thirty years of experience in the Civil
Engineering Contracting field, is a graduate civil engineer and started his own
engineering contracting firm in Los Angeles, J.C. Flippen & Son in 1969 with
clients including among others, Atlantic Richfield, Mobil Oil, Union Oil and the
Parsons Group building annual sales to in excess of 8 million dollars when the
company was sold in 1981. He then founded Recycled Asphalt Materials Systems,
perfecting a way to recycle 100% of used asphalt paving back to its original
state. By 1985 he had three of these plants working in Arizona along with a
crushing facility with annual sales of 10 million dollars. This business was
sold in 1986 to Tanner Industries. He then moved to San Diego and founded
Flippen Engineering, Inc. specializing in sand and gravel mining and recovery
and handling the engineering aspects of a number of large development projects
including high end residential, commercial and a Robert Trent Jones golf course.
In 1997, he retired and became a consultant specializing in new business
development, feasibility studies of acquisitions for quarry development, asphalt
plants and batch plants, working on such specific developmental projects as the
new San Francisco ball park, the San Francisco BART Airport extension and U.S.
Steel hazardous waste clean up.

Page 18

<PAGE>

Arthur Wigand, Chief Financial Officer

From 1986 to 1989, Mr. Wigand was Vice President of Operations at
Compudyne Air Traffic Control in San Diego, California, later becoming Vice
President and general manager of OAR Corporation directing all California
operations including maintenance of a positive cash flow, established material
production and scheduling systems and acquired a new product line for the
company which represented an additional $1,000,000 in sales annually. In 1995,
Mr. Wigand became Vice President of Direction Finder Products for product
development, customer service, scheduling and profit and loss for the product
group establishing a joint venture with Hughes STX to develop and manufacture
search and rescue direction finding equipment. From 1996 through 1998, he became
President of Cubic Communications transitioning the company from a government as
the sole customer to commercial applications for the company's products. He
reengineered plant operations, created and implemented marketing strategies and
penetrated new markets.

Page 19

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT & OTHERS

The following sets forth the number of shares of our Common Stock
beneficially owned by (i) each person who, as of November 30, 2000, was known by
us to own beneficially more than five percent (5%) of our Common Stock; (ii) our
individual directors and (iii) our officers and directors as a group. As of
September 30, 2000, there were a total of 13,440,681 shares of Common Stock
issued and outstanding.

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
------------------- --------------------------- ----------
Senior Care Industries, Inc. 5,000,000 shares common 45.05%
410 Broadway, 2nd Floor
Laguna Beach, CA 92651

Rudy Reyes 1,098,289 9.89%
Pacific Standard Financial Group, Inc.
31705 West Nine Drive
Laguna Niguel, CA 92677

Officers & Directors as a Group -0- -0-

1) All ownership is beneficial and of record, unless indicated otherwise
and includes shares issuable upon exercise of outstanding options,
warrants or other common stock equivalents which are exercisable within
60 days.

(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.

(3) There were no transactions, or series of transactions, during fiscal
1999 or 2000, nor are there any currently proposed transactions, or
series of transactions, to which we are a party, in which the amount
exceeds $60,000, and in which to our knowledge any director, executive
officer, nominee, five percent or greater shareholder, or any member of
the immediate family of any of the foregoing persons, has or will have
any direct or indirect material interest.

Common Stock
------------

Each share of Common Stock is entitled to one vote, either in person or
by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The holders of
Common Stock (i) have equal, ratable rights to dividends from funds legally
available therefor, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of our assets available for
distribution to holders of Common Stock upon liquidation, dissolution or winding
up of our affairs; (iii) do not have preemptive or redemption provisions
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which shareholders may vote at all meetings of shareholders.

All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.

Page 20

<PAGE>

Preferred Stock
---------------

There is no outstanding preferred stock at this time. The rights of
preferred shareholders is determined at the time a class of preferred stock is
issued. Generally, each preferred share is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the owners thereof
at a meeting of the shareholders, including the election of directors. The
holders of Common Stock (i) have equal, ratable rights to dividends from funds
legally available; (ii) are entitled to share preferably in all of our assets
available for distribution to holders of Preferred Stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which shareholders may vote at
all meetings of shareholders.

Transfer Agent
--------------

The transfer agent is: First American Stock Transfer, Inc.
PO Box 47700
Phoenix, AZ 85068-7700
Telephone: (602) 485-1346

LEGAL MATTERS

Lawrence R. Young & Associates, P.C., Attorneys at Law, Downey,
California, has rendered its opinion that the securities offered pursuant to
this Prospectus will, when issued as described in this Prospectus, be duly
authorized, validly issued, fully paid and non-assessable shares. This firm owns
a total of 22,000 of our Common shares.

EXPERTS

The financial statements included in this Prospectus have been examined
by John Spurgeon, CPA JD, of Pasadena, California, independent certified public
accountant, as set forth in their report herein and are included herein in
reliance upon the authority of said firm as an expert in accounting and
auditing.

AVAILABLE INFORMATION.

We file reports, proxy statements and other information with the SEC,
and these reports may be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549. You may obtain information on the operation of the public reference
room by calling the SEC at 1-800-SEC-0330. The same information may be obtained
at the following Regional Offices of the SEC: 75 Park Place, New York, New York
10007, and the Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621. Copies of such material may be obtained from the Public
Reference Section of the SEC's Washington, D.C. office at prescribed rates.

We mail a copy of our audited Annual Report on Form 10-KSB along with a
proxy statement to our shareholders prior to our annual meeting.

We have filed a registration statement on Form SB-2, of which this
prospectus is a part, with the SEC. This registration statement or any part
thereof may also be inspected and copied at the public reference facilities of
the SEC.

Page 21

<PAGE>

INDEMNIFICATION

The Nevada Revised Statutes and the Company's Articles of Incorporation
and Bylaws authorize indemnification of a director, officer, employee or agent
of the Company against expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a party by reason of
having acted or served in such capacity, except for liabilities arising from
such person's own misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who was found liable
for misconduct or negligence in the performance of duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the Act, or otherwise, the
Company 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.

ORGANIZATION WITHIN THE LAST FIVE YEARS

The Company was originally organized under the laws of the State of
Delaware in 1998, as RENT USA, INC, Delaware Company. On November 17, 1999 the
Company changed its domicile to the State of Nevada and is now doing business as
RENT USA, INC., a Nevada Corporation.(See Part III, Articles of Incorporation
and Agreement and Plan of Merger, which is the document vehicle required by the
state of Nevada to change the company to Nevada).

Rent USA is in the business of selling and renting construction and
multipurpose equipment to construction firms, contractors, and other users of
commercial machinery.

On November 17, 1999, the Company purchased heavy duty construction
equipment valued at $7,110,588.00 from an unaffiliated and unrelated company,
Pacific Standard Financial Group, Inc. ["PSFG"] that specializes in the sale of
equipment, in exchange for common stock in the Company and assumption of
$1,661,721.00 in debt owed to the various persons from whom PSFG had purchased
the equipment for resale to the Registrant. Bill Williamson was owed a total of
$1,571,409.60 of the total debt amount. The balance was owed to various other
persons and companies. On December 10, 1999, the Company issued 1,098,289 shares
of common stock and assumed four promissory notes which PSFG owed to Bill
Williamson as noted above. The common stock issued to PSFG was issued pursuant
to Section 4(2) of the Securities & Exchange Act of 1933, as amended, which
allows the issuance of unregistered securities in exchange for assets. These
securities contain a legend condition which restricts their sale to the general
public for a period of one year from the date of issuance and which under
certain circumstances may, in the future, be sold in compliance with Rule 144
adopted under the Securities Act. In general, under Rule 144, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the Company, who has beneficially owned restricted shares of Common Stock for at
least one year is entitled to sell, in certain brokerage transactions, within
any three-month period, a number of shares that does not exceed the greater of
1% of the total number of outstanding shares of the same class, or if the Common
Stock is quoted on NASD or a stock exchange, the average weekly trading volume
during the four calendar weeks immediately preceding the sale. A person who
presently is not and who has not been an affiliate of the Company for at least
three months immediately preceding the sale and who has beneficially owned the
shares of Common Stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the volume limitations described above.

Page 22

<PAGE>

The Company also entered into a Marketing Agreement with Northland
Supply Company ["Northland"], a sole proprietorship owned by Denzel Harvey, a
disabled veteran and brother of Al Harvey, the Chief Executive Officer of the
Company. Under the terms of this agreement Rent USA, Inc. will provide Northland
with rental equipment and supplies which Northland will, in turn, rent to the
construction industry. Northland is certified by the State of California as a
Disabled Veterans Business Enterprise (DVBE) provider under the state of DVBE
California program.

On October 3, 2000, Senior Care Industries, Inc. purchased 5,000,000
shares of common stock in Rent USA, Inc. in exchange for 2,000,000 shares of
Series D Preferred stock in Senior Care Industries, Inc. The stock position of
Senior Care Industries, Inc. gives it actual control of Rent USA, Inc. As of
that date, Rent USA had a total after the sale to Senior Care Industries, Inc.
of 11,098,289 common shares outstanding. Both the shares issued to Rent USA by
Senior Care and the Rent USA shares received by Senior Care Industries were
issued pursuant to Section 4(2) of the Securities & Exchange Act of 1933, as
amended, which allows the issuance of unregistered securities in exchange for
assets. These securities contain a legend condition which restricts their sale
to the general public for a period of one year from the date of issuance and
which under certain circumstances may, in the future, be sold in compliance with
Rule 144 adopted under the Securities Act. In general, under Rule 144, subject
to the satisfaction of certain other conditions, a person, including an
affiliate of the Company, who has beneficially owned restricted shares of Common
Stock for at least one year is entitled to sell, in certain brokerage
transactions, within any three-month period, a number of shares that does not
exceed the greater of 1% of the total number of outstanding shares of the same
class, or if the Common Stock is quoted on NASD or a stock exchange, the average
weekly trading volume during the four calendar weeks immediately preceding the
sale. A person who presently is not and who has not been an affiliate of the
Company for at least three months immediately preceding the sale and who has
beneficially owned the shares of Common Stock for at least two years is entitled
to sell such shares under Rule 144 without regard to any of the volume
limitations described above.

DESCRIPTION OF BUSINESS

Rent USA anticipates three operating divisions, Equip USA, Equip Mining
Systems and Equip USA Mines. Equip USA and Equip Mining Systems are presently in
operation. Equip USA Mines is an acquisition of an existing company which is to
be brought under the Rent USA umbrella.

Each of the three divisions is discussed below:

Equip USA
---------

Rent USA, Inc. provides services in four categories under the umbrella
of its current domestic rental and sales business which is to be known as Equip
USA. Those rentals and sales are generally from the following sources:

1. Equipment Rentals - the principal service, consists of renting
equipment to small and large contractors, and construction companies.

2. Equipment Sales - The sale of new and used equipment to small and
large contractors and construction companies. The Company is presently
negotiating an agreement whereby it will become a dealer for New Holland, a
manufacturer of heavy construction equipment.

3. Re-Rentals - this means re-renting equipment which the Company must
rent from others and does not own, then re-renting that equipment to an end user
at an anticipated 20% markup over the amount which the Company must pay the
owner of the equipment.

4. Trade Rentals - this means renting equipment on a long term basis to
other rental yards, which they, in turn, will mark up and re-rent to the general
public at a markup, generally 20%.

About 50% of the gross volume of the Equip USA's business is from the
sale of used equipment which the Company holds in inventory for that purpose.
The other 50% of its business comes from the rental of equipment or re-rental of
equipment which belongs to others.

As of September 30, 2000, the Company had not yet commenced the sale of
new equipment.

Rent USA maintains a rental yard in Chino, California where it stores
and maintains its equipment when it is not being used.

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<PAGE>

Equip Mining Systems
--------------------

Don Hodges of Rent USA has established a mining equipment sales and
rental company known as Equip Mining Systems. Mr. Hodges shares in the profit
and had received 20% of the equity in the construction equipment sales entity.
Mr. Hodges has considerable experience in this business and brings with him a
customer list and executive staff which will be available to run the company.
There were no up-front costs for the development of this entity. However, there
is a considerable ongoing requirement for operating capital.

Quarry Acquisition
------------------

Rent USA entered into a binding agreement to purchase a quarry and
equipment which will produce natural crushed colored rock to be sold in the
Southwest United States with the rock crushing plant and quarry located in Kern
County, California. Equip USA Mines will primarily serve the wholesale
landscape, roofing and architectural pre-cast markets with 14 natural crushed
rock colors. The acquisition of the quarry and equipment will be for stock in
Rent USA, Inc. but the on going operation of the business will require a
considerable infusion of working capital.

MANAGEMENT'S DISCUSSION & ANALYSIS

Customer Profile-General
------------------------

The Company intends to set up three divisions, the first to be known as
Equip USA is expected to result in approximately 25% of the Company gross income
and will provide services in the following four categories:

1. Equipment Rentals - the principal service, consists of renting
equipment to small and large contractors, and construction companies.

4. Trade Rentals - this means renting equipment on a long term basis to
other rental yards, which they, in turn, will mark up and re-rent to the general
public at a markup, generally 20%.

Presently, the Company has no agreements other than with Northland for
re-rentals or trade rentals. Also, presently, the Company has no agreements with
anyone for equipment sales. As a result, at the beginning, the only source of
income will be from the rental of equipment which the Company owns to
contractors and to Northland.

Also, the Company has not yet made any definitive agreement with New
Holland and until a franchise for the sale of New Holland equipment is executed
and floor financing arranged, the Company will not begin to sell new equipment.

Sale of used equipment and rental of equipment which the Company either
owns or has on consignment for that purpose from others is the primary business
of the Company at present.

The other divisions which the Company intends to form are Equip Mining
Systems which will specialize in the sale of mining equipment and the
acquisition of Equip USA Mining, a long time wholesale supplier of crushed rock
in the Western United States.

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<PAGE>

The following management discussion and analysis and plan of operation
should be read in conjunction with the Rent USA consolidated financial
statements and notes thereto.

Results of Operations
---------------------

The results of operations of the Company for the nine month period
Ended September 30, 2000 compared to the nine month period ended September 30,
1999 and the year ended December 31, 1999 compared to year ended December 31,
1998 are discussed below and the financial statements concerning operations
for these periods are attached in the Financial Statements "F/S" section
of this Prospectus.

Revenues
--------

Presently, Rent USA receives income from the rental of equipment and
from the sale of used equipment. For the nine months ended September 30, 2000
gross income totaled $370,419 compared to no income from the period ended
September 30, 1999 since at that time, the Company was in development stage.
Total gross income for the nine month period was $370,419 resulting in a net
operating loss of ($478,857) which resulted in a net loss attributable to common
shareholders of ($.08) per share, basic and diluted whereas for the nine month
period ended September 30, 1999, again, the Company had no income and no
expenses thus resulting in no loss attributable to common shareholders.

Gross revenues for the year ended December 31, 1999 was -0- compared to
no revenue for the year ended December 31, 1998 since the Company was in its
development stage until the third quarter of 1999. The Company suffered a net
loss for the year ended December 31, 1999 of ($48,488) whereas, it had no loss
for the year ended December 31, 1998.

Operating Expenses
------------------

Sales, General and Administrative

Selling, general and administrative costs were $601,747 in the for the
nine month period ended September 30, 2000 as compared to $-0- for the same nine
month period ended September 30, 1999. This increase was primarily attributed
to the fact that the Company had not yet started operations as of September 30,
1999 and was still in its development stage.

Selling, general and administrative expense for the year ended December
31, 1999 totaled $5,910, compared to no expense during the year ended December
31, 1998.

Net Loss
--------

Our net loss for the nine month period ended September 30, 2000 was
($478,857) as compared to a loss of ($5,000) for the nine month period ended
September 30, 1999. The increase in net loss was primarily attributable to the
fact that the Company was in its development stage during 1999 and had no income
and little expense. Loss per common share for the nine month period ended
September 30, 2000 was ($0.08) as compared to a ($0.00) loss per common share
for the nine months ended September 30, 1999. This increase in loss per common
share was attributable to the fact that the Company had not yet commenced
operations during the nine month period ended September 30, 1999 and thus, a
loss of less than 0.00% was attributable to shareholders for that period.

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<PAGE>

Our net loss for the year ended December 31, 1999 was ($48,488) as
compared to ($-0-) for the year ended December 31, 1998. This increase was
in net loss was primarily attributable to the fact that the Company was
in its development stage during 1999 and had no income and little expense.
Loss per common share for the year ended December 31, 1999 was
($0.01) as compared to a ($0.00) loss per common share for the year ended
December 31, 1998. This increase in loss per common share was attributable to
the fact that the Company had not yet commenced operations during the year ended
December 31, 1998 and thus, a loss of less than 0.00% was attributable to
shareholders for that period.

Liquidity and Capital Resources
-------------------------------

To date, we have funded our capital requirements for our current from
cash flows from our operations and from equity lines of credit which the Company
has available. Our cash position as of September 30, 2000 was $14,603 as
compared to $-0- as of September 30, 1999. During the first nine months of the
year 2000, the Company used $342,252 in cash for operating activities,
received $342,252 from investing activities and $41,415 from financing
activities. Notes payable increased by a total of $434,473 for the nine
month period ended September 30, 2000.

Our cash position as of December 31, 1999 was $5,000 as compared to
$-0- as of December 31, 1998. During 1999, a total of ($48,488) in cash was
used for operating activities while the Company received $5,000 from
investing activities and no cash from financing activities.

A promissory note to Williamson Equipment, Inc. became due on June 3,
2000 and was not paid. Mr. Williamson sent a letter on or about August 15, 2000
wherein he agreed to extend the time for the Company to negotiate an alternative
payment plan or to make the payment through January 1, 2001. However, if the
Company is unable to make that payment on or before January 1, 2001, the Company
will be required to surrender all right, title and interest in the equipment to
Williamson thus resulting in a decrease in the value of equipment which the
Company still would own from $7,154,158.00 less accumulated depreciation to
$2,216,640.00 less accumulated depreciation.

Presently, the Company has no ability to pay the promissory note to
Williamson and there is no assurance that the Company will be able to negotiate
any agreement with Williamson which will avert the return of title to the
equipment to Williamson effective January 1, 2001.

In the immediate future, in order to fund our current working capital
requirements, expand of our existing operations as well as acquire additional
companies for growth, we intend to seek to complete this offering of equity
securities. Our ability to obtain additional sources of financing cannot be
assured. Our growth is dependent on our ability to obtain such additional
funding.

PLAN OF OPERATION

Emergence from a Development Stage Company
------------------------------------------

On November 17, 1999, the Company completed an asset purchase agreement
where it purchased the assets and liabilities from Fred Williamson and Big Iron
which resulted in the issuance of common stock to Pacific Standard Financial
Group of 1,098,289 shares and the assumption of a total of $1,661,721 in debt of
which a total of $1,571,409 was owed to Fred Williamson. After that date, the
Company commenced operations and was no longer a development stage company.

Page 26

<PAGE>

Our Capital Requirements
------------------------

Our greatest cash requirements during the next two years will be the
need for cash for operating activities which generally will come from equity
lines which are already in place, from the operating activities themselves and
from the sale of stock pursuant to this Prospectus.

We are seeking to fund activities and other operating needs in the next
two years from funds to be obtained through stock sales which are anticipated by
this Prospectus.

Subsequent to the next twenty-four months, we plan to finance our
long-term operations and capital requirements with the profits and funds
generated from the revenues from the sale of new and used equipment, from
financing lines which will be put in place during the next two years, from
equipment rentals and from the sale of crushed rock. We may obtain future
funding through private financings and public offerings of debt and equity
securities.

Geographic Service Area
-----------------------

The proposed geographic marketing area for the company at present will
be limited to the southwest United States and will only include Southern
California, Nevada, Utah and Arizona.

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<PAGE>

Industry Analysis
-----------------

According to the American Rental Association, the trade group for the
equipment rental business, construction and development in the United States has
continually increased over the last twenty years. Due to this gradual increase
of activity, demand for rental construction equipment and machinery has been
sustained at a relatively high level. The Association states that it has seen
gradual movement in the business from small, family owned, single facility
rental yards to large corporations with multiple facilities. As detailed in
"1999 Rental Year in Review" during the past year, there were changes that were
"unprecedented in the world of tool rentals. "These changes represented mergers,
hostile takeovers and consolidations." As a result, the Company believes that in
a time of large corporations without the local service which small business
owners formerly gave their customers, there is an opportunity for Rent USA to
take advantage of this consolidation to build a business limited to heavy
construction machinery and equipment by providing superior customer service
through a strategy of being in close proximity to the customer, by being able to
respond to customer needs in a timely and appropriate manner.

The equipment rental market as a whole has been growing at a rapid rate
in excess of 20% annually based on revenues reported to the American Rental
Association by its 7200 member organizations throughout the United States. The
market for these products amounted to $3 billion in 1996, increased to 3.5
billion in 1997 and continued to rise by a similar increase in 1998, according
to Rental Equipment Register, the trade publication of the American Rental
Association.

These trends which have been noticed by the American Rental Association
have not been broken down into regions and for that reason, the Company has no
definitive evidence that these trends exist in the Southwestern United States
where the Company intends to build its business. However, there is, likewise, no
evidence to the contrary and management believes that the national trends apply
to the Southwestern United States as well as to other areas.

It is management's opinion that one of the areas of greatest growth in
the equipment rental market is in the area of rentals to contractors fulfilling
state and federal contracts. This is the area where Northland will have an
advantage because of its DVBE certification. There are only 600 DVBE registered
businesses in the California and only one in the heavy construction field
according to the Disabled Veterans Alliance. The alliance between the Company
and Northland should have a positive impact on the ability of the Company to
obtain business. The reason for this is due to the fact that Northland has an
advantage over other non DVBE companies when bidding on federally mandated
construction projects. The most recent version of the law passed by Congress and
by the California State Legislature requires that at least 3% of all contracts
let in State and federally mandated projects be to DVBE owned companies. It
should be noted that Rent USA, Inc. is not a DVBE registered company nor does it
intend to obtain such a registration. However, the Company's alliance with
Northland, will, in management's opinion, have a positive and beneficial affect.

Currently, the entire equipment rental market is shared by
approximately 7,000 equipment rental yards across the United States, with United
Rental Corporation positioned as the market leader.

Through acquisitions, United Rental has amassed over $1.7 billion in
rental revenues for fiscal 1998. United Rental began its acquisition strategies
upon its inception in 1997.

The service area for Rent USA, Inc. is a twelve-month construction
Area. The Southwestern United States does not experience any disruption in
construction due to weather or other seasonal issues which should also be
advantageous to assuring regular cash flow.

Because the company has limited operating history, it is impossible at
this time to state the utilization rate for the Company's equipment, that is,
the percentage of time which the equipment will be rented to customers as
opposed to the time that it sits in the yard unrented and not generating income.
The Company believes that its utilization rate will be comparable to those in
the industry, averaging approximately 55%.

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<PAGE>

Prospects for Growth
--------------------

The Company's goal is to become a highly visible and regionally known
company providing affordable and well maintained equipment for the construction
industry.

This is to be accomplished in two ways. The first is direct rental of
equipment which the Company already owns to the construction industry. Because
this equipment is housed mainly in the Southern California area near the Nevada
border, it can be rented in either the Southern California or Southern Nevada
areas.

The second way in which the Company intends to grow is through the
acquisition of other heavy equipment rental yards who are already in business in
the targeted area of Southern California, Nevada, Utah and Arizona. It is
anticipated that these acquisitions will be made in exchange for common or
preferred stock in the Company and, in certain circumstances, for cash in
addition to either common or preferred stock, or both.

Presently, the Company has one acquisition which it has targeted and
with whom the Company has executed a binding letter of intent. That company is
Equip USA Rock which is in the mining of colored rock which is crushed for use
in home gardens. Presently, the Company has no targeted acquisition in the
business of equipment rental.

When the Company does find an acquisition target, one of the
requirements will be that the financial statements of that acquired entity must
be audited as a condition to the merger or acquisition.

Management developed projections for the first year of operations which
showed that based upon the amount of business available in the Company's
immediate service area of California and Nevada, and based upon the Company's
in-house survey of major construction jobs which will require the rental of
heavy equipment during the next year. Additionally, the Company is negotiating
an agreement with New Holland, a major heavy equipment manufacturer, to become a
licensed dealer for new heavy construction machinery in Southern California and
Nevada. If this negotiation is successful, then the Company is hopeful that it
can build gross revenues of approximately $800,000.00 per month by the end of
the first calendar year of New Holland operations. The Company developed
projections which were attached as Exhibit 2.1 to Amendment No. 3 of the
Registration Statement which purported to show how the Company intended to
develop its business over the first calendar year beginning in January, 2000.
However, this newest amendment to the Registration Statement, Amendment No. 5,
is being filed during mid November, 2000, and the assumption that the Company
would commence the sale of new equipment during 2000. That has not occurred and
the Company has been required to rely strictly on equipment rentals and sales of
used equipment during the year 2000. The Company does not believe that Exhibit
2.1 any longer represents a correct or complete view of the Company's operations
for 2000. An accurate accounting for the first 3 quarters of 2000 are set forth
in the Forms 10-QSB filed by the Company for the first, second and third quarter
respectively and your attention is directed toward those documents for a more
complete understanding of the Company's present financial situation.

The Company believes that once the acquisition of Equip USA Rock is
completed, Equip Mining Systems becomes well established and Equip USA commences
the sale of new as well as used equipment, about 25% of the Company's gross
annual business will be from the Equip USA rental and sales operation,
approximately %30 from Equip Mining Systems and the balance of 45% from Equip
USA Mines. According to the projections filed with the third quarter Form 10-QSB
Report for the Company which should be read in conjunction with this
Registration Statement, Amendment No. 5, the Company will produce gross income
during the first full year of operations expected to commence in May of 2001 and
end in May, 2002 of approximately $16,000,000 with a gross profit margin of 35%
and a bottom line net income after taxes of approximately 12.2%.

Page 29

<PAGE>

Rent USA, Inc.
Income Statement

YEAR 1
----------------------------------------------------
Equip Mining Equip USA
Rent USA Equip USA Systems Mines

NET SALES $16,405,976 $4,100,000 $7,023,500 $5,282,476

COGS $10,663,703 $2,610,235 $5,351,718 $2,701,750
Gross Profit $5,742,273 $1,489,765 $1,671,782 $2,580,726
Gross Margin % 35.0% 36.3% 23.8% 48.9%

SG&A $2,563,185 $775,575 $844,241 $943,370
NBIT $3,179,088 $714,190 $827,542 $1,637,356
NBIT % 19.4% 17.4% 11.8% 31.0%

Interest Expense $107,374 $107,374 $0 $0

Income Taxes $1,075,100 $212,386 $289,640 $573,075
Net Income $1,996,614 $394,431 $537,902 $1,064,281
Net Income % 12.2% 9.6% 7.7% 20.1%

These forecasts should be read in conjunction with the
Attached Summary of Significant Assumptions

Page 30

<PAGE>
Rent USA, Inc.
And Subsidiaries
Summary of Significant Assumptions
And
Notes to Prospective Financial Statements

The financial forecasts which appear herein above present to the best
of management's knowledge and belief the Company's financial position, results
of operations and cash flows for the forecast periods. Accordingly, the forecast
reflects its judgment as of the date of this filing of the expected conditions
and its expected course of action. The assumptions disclosed herein are those
that management believes are significant to the forecast. There usually will be
differences between forecasted and actual results because events and
circumstances frequently do not occur as expected and those differences may be
material.

The projected amounts of sales and net income are based upon the
hypothetical assumption that the Company operated Equip USA, Equip Mining
Systems and Equip USA Mines for an entire year. Such projections reflect to the
best of management's knowledge and belief the operating results that would be
obtained, given that hypothetical assumption.

None of the forecasts which are contained herein were examined by the
Company's auditor, John Spurgeon, CPA and as a result, he can assume no
responsibility for them. They are purely management's belief as to what will
occur in the event the Company is able to complete all of the acquisitions which
it presently intends to undertake.

1. Summary of Significant Assumptions

a. Intended Acquisitions - The financial forecasts assume the Company
will acquire Equip USA Mines and will be able to complete its launch of Equip
Mining Systems. The funds required to operate Equip USA Mines and Equip Mining
Systems are expected to be derived from the proceeds of a rights offering to
shareholders of Senior Care Industries, Inc. which will be registered by the
filing of a Form SB-2. The Company expects to raise a maximum of approximately
$2,300,000.00 from that rights offering.

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<PAGE>

Rent USA, Inc.
And Subsidiaries
Summary of Significant Assumptions
And
Notes to Prospective Financial Statements
(Continued)

The rights offering is expected to be completed during the first six
months of 2001 and the capital obtained from that offering will immediately be
infused into the Company and used to complete operate Equip USA Mines and Equip
Mining Systems.

b. Sales - The Company assumes that sales will increase approximately
8% per annum over the five year period of the projections. Based upon
management's study of the market for its equipment and on the study of the needs
for crushed rock in the Western area serviced by Equip USA Mines presently, it
believes that a forecast of an 8% increase in business per annum is justified.
The sales forecast depends upon the Company being able to complete its
anticipated acquisition of Equip USA Mines and the launch of Equip Mining
Systems by mid 2001.

c. Cost of Sales - The principal components of the cost to produce the
Company's forecasted revenue is the purchase of equipment for resale, labor,
transportation, equipment maintenance and mine overhead at Equip USA Mines.

d. Selling, General and Administrative Overhead - The principal cost of
selling relate to sales person salaries and commissions, transportation costs,
and advertising. Generally, each of these costs varies according to the amount
of product sold and accordingly, have been estimated based upon estimated sales
volume. General and administrative overhead are fixed costs which have been
estimated based upon Management's experience plus known increases and
adjustments for anticipated inflation based upon recent inflationary trends.

e. Interest - The Company presently has various equity lines of credit
and intends to develop additional lines of credit which will carry interest at a
rate ranging from 9.5% to 12% interest over the period of the forecasts. Due to
the Company's business of selling new and used equipment, there will always be a
borrowing component for flooring of equipment held for resale.

f. Income Taxes - The income tax provisions are based upon the current
statutory rates in effect for corporations. Because the Company may expand its
operations into other states than where it operates presently, such as Nevada,
where there is no state income tax to states where there may be a state income
tax, the total tax provision in relation to income before taxes may change
during the forecast period of five years.

2. Summary of Significant Accounting Principles

The following are the significant accounting policies the Company uses
in the preparation of its financial statements:

Former Development Stage Company

Effective this year, the Company began its planned operations and
generates significant revenues and is no longer in the development stage as
defined under Financial Accounting Standards Board Statement No. 7.

Use of estimates

The preparation of the forecasts were made in conformity with generally
accepted accounting principles requiring management to make certain estimates
and assumptions that directly affect the results of reported assets,
liabilities, revenue, and expenses. Actual results may differ from these
estimates.

Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with an original maturity of three months or less
to be cash equivalents.

Revenue Recognition

Revenues are recognized as earned as time passes from rights to use
assets (rentals) which extend continuously over time based on contractual prices
established in advance.

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Rent USA, Inc.
And Subsidiaries
Summary of Significant Assumptions
And
Notes to Prospective Financial Statements
(Continued)

Accounts Receivable

Management of the Company considers accounts receivable to be fully
collectible; accordingly, no allowance for doubtful accounts is required. If
amounts become uncollectible, they will be charged to operations when that
determination is made.

Bad Debt Expense

There was no bad debt expense either for 2000 or 1999.

Property and Equipment

Property and Equipment are valued at cost. Maintenance and repair costs
are charged to expenses as incurred.

Depreciation

Depreciation is computed on the straight- line method based on the
estimated useful lives of the assets. Depreciation expense was $398,464 and $0
for 2000 and 1999, respectively.

Income Taxes

Income Taxes The Company accounts income taxes in accordance with
Financial Accounting standards Board Statement No. 109 "Accounting For Income
Taxes" (SFAS No. 109). SFAS No. 109 requires a company to recognize deferred tax
liabilities and assets for the expected future income tax consequences of events
that have been recognized in the Company's financial statements. Under this
method, deferred tax assets and liabilities are determined based on temporary
differences between the financial carrying amounts and the tax bases of assets
and liabilities using the enacted tax rates in effect in the years in which the
temporary differences are expected to reverse.

Advertising and Promotion
-------------------------

The Company's overall advertising and promotional objectives are to
position the firm as a leader in the equipment rental market in its regional
area of Southern California, Nevada, Utah and Arizona.

The Company intends to develop an advertising campaign built around the
message of "we will be there when you need a job done right", beginning with a
"who we are" statement and supporting it with ads that reinforce this message.

Additionally, the Company intends to develop a consistent and ongoing
program to reach out to the market throughout the year to always look toward
increasing market share once its revenue stream begins. Combined with standard
advertising practices, the Company intends to gain recognition through direct
mail and targeted marketing efforts (such as phone solicitations, and Internet
advertisements) to past and current customers of Denzel Harvey, the owner of
Northland who has been in business since 1995 and past customers of Al Harvey
who has been involved in the equipment rental business since 1992.

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<PAGE>

Whether the Company will be able to gain the leadership position it
contemplates by its advertising campaign will depend upon many factors which are
beyond the control of the Company and which may result in the Company failing to
obtain the objectives which were intended.

Competition
-----------

The equipment rental industry is highly fragmented and competitive. The
Company's competitors include: public companies or divisions of public companies
(such as Hertz Equipment Rental Corporation, Prime Service, Inc. United Rentals,
Inc. and Rental Service Corporation); regional competitors which operate in one
or more states; small, independent businesses with one or two rental locations;
and equipment vendors and dealers who both sell and rent equipment directly to
customers.

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<PAGE>

With respect to the Company's plans to sell new equipment as a dealer
for New Holland, it will have major competition from other heavy equipment
dealers who are more intrenched into the marketplace including dealerships for
such well known manufacturers as Caterpillar and John Deere. New Holland has an
old name in the farm equipment manufacturing business but is new to the heavy
construction equipment business having been recently purchased by Fiat of Italy.

The Company believes that, in general, large companies enjoy
significant competitive advantages compared to smaller operators, including
greater purchasing power, a lower cost of capital, the ability to provide
customers with a broader range of equipment and services and with newer and
better maintained equipment, and greater flexibility to transfer equipment among
locations in response to customer demand. Certain of the Company's competitors
are larger and have greater financial resources than the Company.

As noted above, there are only 600 DVBE registered businesses in the
California and only one in the heavy construction field according to the
Disabled Veterans Alliance. The alliance between the Company and Northland
should have a positive impact on the ability of the Company to obtain business.
The reason for this is due to the fact that Northland has an advantage over
other non DVBE companies when bidding on federally mandated construction
projects. However, the program passed by the California State Legislature
requires 3% of all contracts let in State and federally mandated projects be to
DVBE owned companies. Even though there are no other disabled veteran owned
companies bidding for heavy equipment rentals in California, this program only
gives the bidder an advantage in bidding and is no assurance that Northland will
obtain the bid which could well go to lower bidders or bidders who are more
suited to furnishing the exact equipment needed for a particular job.It should
be noted that Rent USA, Inc.

It should also be remembered that Rent USA is not a DVBE registered
company nor does it intend to obtain such a registration. However, the Company's
alliance with Northland, will, in management's opinion, have a positive and
beneficial affect.

Patents
-------

The Company does not hold trademarks, copyrights or patents.

Regulations
-----------

The Disabled Veterans Business Enterprise (DVBE) program in California
and by Congress on a Federal level gives an entitlement to disabled veterans on
a par with minorities. Because of the agreement between the Company and
Northland which is owned by Denzel Harvey, a disabled veteran, Northland is able
to favorably compete on all expenditures for State of California and Federal
public works projects. The agreement between Northland and the Company provides
for an exclusive marketing arrangement whereby the Company will provide the
material, equipment and supplies for all of Northland's projects. The agreement
is for seven years and is renewable. The agreement is written and signed by both
parties. Other than this law, no material regulations govern this business
enterprise beyond standard business practices and licenses.

Employees
---------

The Company has no organized labor and/or union agreements. The heavy
equipment rental industry has minimal seasonal impact to the employees. The
Company will maintain industry standard health and other necessary benefits for
its key employees which will be expanded upon on further filings and when the
Company has additional cash flow necessary to offer these benefits.

When this Registration Statement was originally filed, the Company held
a 7 year term Employment Contract with the Chief Execution Officer, Al Harvey
dated July 27, 1998. The contract agreed upon the duties and compensation
between the two parties. That Agreement has subsequently been voided due to Mr.
Harvey's retirement from the Company.

As the Company phases in its new business enterprises, the need for
additional personnel will grow considerably.

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<PAGE>

During September, 2000, the Company engaged various new executive
personnel including a new chief financial officer, a chief operations officer
and entered into a joint venture to begin operations of Equip Mining Systems
with Dan Hodges. Once Equip USA begins selling both new and used equipment, the
Company anticipates at the outset a total of 3 sales personnel, 5 maintenance
persons in that division, one other sales person working with Dan Hodges in
Equip Mining Systems, two maintenance persons in that division and additional
personnel in Equip USA Mines. Presently Equip USA Mines employs approximately 50
persons and those employees will be coming on board at Rent USA as the Equip USA
Mining division of the Company.

At the present time, the Company has five executive personnel, two yard
persons, and one clerical person and a bookkeeper.

Page 36

<PAGE>

PRESENT UNDERTAKINGS AND ACQUISITIONS

Growth through acquisition is planned to be in three primary areas -
heavy equipment sales and rental companies, mining and engineering companies and
materials and mineral companies. The latter two categories reflect the nitch
markets the company is targeting in addition to competing in the broader
equipment sales and rental industry. The strategy is to vertically integrate the
resources and customers in a way to create an in-house "floor" of business and
to maximize profits through participating in the services and products resulting
from the use of heavy equipment.

Two initial acquisitions in this strategy are currently in progress.
The first is a contract recently signed establishing a mining equipment and
sales company with Don Hodges who has been in this business for over 20 years.
The sales of crushers , conveyors, etc. from this enterprise will create
opportunities for Rent USA to also sell the necessary loaders and dozers in the
same transaction.

The second is the targeted acquisition of a rock quarry and rock
crushing equipment. This operation will, after startup, employ equipment from
both Rent USA and the mining equipment company on a full-time basis and provide
additional opportunities for profiting from the rock products produced with the
equipment. Long term, it is the company's strategy to acquire quarries, mining
and engineering companies to produce rock products, minerals, raw construction
materials and other value added services to its customer base in the general
engineering and construction markets.

Construction Equipment Sales
----------------------------

The Company has entered into an agreement to engage Don Hodges to
establish a mining equipment sales and rental company whereby Mr. Hodges will
share in the profit and will receive 20% of the equity in the construction
equipment sales entity. Mr. Hodges has considerable experience in this business
and brings with him a customer list and executive staff which will be available
to run the company. There are no up-front costs for the development of this
entity. However, there will be a considerable requirement for operating capital.
A complete series or projections are attached to this Prospectus showing what
the Company expects to generate by way of income over the period of the next
five years from this endeavor.

Quarry Acquisition
------------------

Page 37

<PAGE>

DESCRIPTION OF PROPERTY

The Company has agreed to lease a 2 acre yard and office space in
Chino, California. The lease term expires on February 28, 2003. The base rent is
$3,250 per month. Until the Company actually commences business operations, the
rent has been paid by Al Harvey who holds the lease to the premises in Chino
where the Company's equipment is stored.

The Company also owns heavy construction equipment which was valued as
of February 10, 1999 by T.E. Kaplan, heavy construction equipment appraiser, as
having a present fair market value of $4,800,011.00, attachments such as dozer
blades, shovels and buckets, with a value of $752,879.25, new parts for the
heavy equipment in inventory with a value of $723,189.00, office equipment, shop
equipment and tools with a value of $878,078.75.

As noted above, a promissory note to Williamson Equipment, Inc. became
due on June 3, 2000 and was not paid. Mr. Williamson sent a letter on or about
August 15, 2000 wherein he agreed to extend the time for the Company to
negotiate an alternative payment plan or to make the payment through January 1,
2001. However, if the Company is unable to make that payment on or before
January 1, 2001, the Company will be required to surrender all right, title and
interest in the equipment to Williamson thus resulting in a decrease in the
value of equipment which the Company still would own from $7,154,158.00 less
accumulated depreciation to $2,216,640.00 less accumulated depreciation.

CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

The person who founded Rent USA, Inc. and was until recently its
Chairman and Chief Executive Officer was Al Harvey whose son presently is Chief
Executive Officer. Al Harvey resigned to be closer to his wife who presently has
cancer. Denzel Harvey, brother of Al Harvey and uncle to Jeff Harvey is the
owner of Northland Supply Company ["Northland"], a sole proprietorship owned by
Denzel Harvey who is a disabled veteran. Under the terms of an exclusive
agreement between Northland Rental & Supply and Rent USA, Inc., Rent USA will
provide Northland with rental equipment and supplies which Northland will, in
turn, rent to the construction industry. Northland is certified by the State of
California as a Disabled Veterans Business Enterprise (DVBE) provider under the
state of DVBE California program.

RELATED STOCKHOLDER MATTERS

Olsen-Paine & Company has filed a Form 211 with the National
Association of Securities Dealers to commence trading on the NASD
over-the-counter bulletin board. The shares of Common Stock offered hereby will
become freely tradeable on that market or any other market which develops for
the Company's Common Stock one year after the close of the issuance of shares
pursuant to the Offering. There can be no assurance that a market for the common
stock of the Company will develop or will continue, that any particular price
will be available for the sale of the shares, or that any other market will
develop or, if developed, that the Company's Common Stock will trade at the
Common Stock's offering price herein or above.

This Offering is only being made to holders of shares in Senior Care
Industries, Inc. who were shareholders of that company as of November 30, 2000.

Page 38

<PAGE>

EXECUTIVE COMPENSATION OF RENT USA OFFICERS & DIRECTORS

The following table sets forth the Summary Compensation Table for our
Chief Executive Officer and the next most highly compensated executive officer
other than the Chief Executive Officer who were serving as executive officers at
the end of the last completed fiscal year. No other compensation not covered in
the following table was paid or distributed by the Company to such persons
during the period covered. Employee Directors receive stock options for service
on the Board of Directors.
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jeffrey
Harvey 1998 10,000 -0- -0- -0- -0- -0- -0-
CEO 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- -0- -0- -0-

Cort Hooper 1998 10,000 -0- -0- -0- -0- -0- -0-
President 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- -0- -0- -0-

John
Cruickshank 1998 -0- -0- 20,000 -0- -0- -0- -0-
Secretary 1999 -0- -0- -0- -0- -0- -0- -0-
Director 2000 -0- -0- -0- -0- -0- -0- -0-

Jim Flippen 1998 5,000 -0- -0- -0- -0- -0- -0-
COO 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- -0- -0- -0-

Art Wigand 1998 5,000 -0- -0- -0- -0- -0- -0-
CFO 1999 -0- -0- -0- -0- -0- -0- -0-
2000 -0- -0- -0- -0- -0- -0- -0-
</TABLE>

Page 39

<PAGE>

CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING & FINANCIAL DISCLOSURE

The Company's accountant at the time its original Registration
Statement was filed and the accountant at the time of the most recent annual
report for the fiscal year ended December 31, 1999, was James Slayton, CPA.

The Company changed accountants in January, 2000 and engaged John H.
Spurgeon, CPA, JD as its accountant. He replaced James Slayton effective on
January 15, 2000.

John H. Spurgeon is a member of the SEC Practice Section of the AICPA.

The decision to change accountants was recommended and approved by the
Board of Directors.

During the Registrant's two most recent fiscal years and any subsequent
interim period preceding the date of the dismissal, there were no disagreements
with the former accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

The report of James Slayton, CPA on the financial statements for the
fiscal year ended December 31, 1999 and for the fiscal year ended December 31,
1998 did not contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles
other than as follows:

"The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and has not
generated significant revenues from planned principal operations. This raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters is also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty."

The Accountant in Note 3 makes the following statement:

"The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated significant revenues from its
planned principal operations. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern."

Page 40

<PAGE>

FINANCIAL STATEMENTS
RENT USA, INC.
December 31, 1999

TABLE OF CONTENTS

PAGE

INDEPENDENT AUDITORS' REPORT F-1

BALANCE SHEET - ASSETS F-2

BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY F-3

STATEMENT OF OPERATIONS F-4

STATEMENT OF STOCKHOLDERS' EQUITY F-5

STATEMENT OF CASH FLOWS F-6

NOTES TO FINANCIAL STATEMENTS F-7

<PAGE>

James E. Slayton, CPA
2858 WEST MARKET STREET
SUITE C
FAIRLAWN, OHIO 44333
1-330-865-3553

INDEPENDENT AUDITORS' REPORT

Board of Directors March 10, 1999
Rent USA, Inc. (The Company) Revised December 15, 2000
Las Vegas, Nevada 89109

I have audited the Balance Sheet of Rent USA, Inc. (A Development Stage
Company) for the fiscal years ended December 31, 1998 and December 31, 1999 and
the related Statements of Operations, Stockholders' Equity and Cash Flows for
the period July 27, 1998 (Date of Inception) to December 31, 1998 and the fiscal
year ended December 31, 1999 and the cumulative period from July 27, 1998 (Date
of Inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis evidence supporting
the amounts and disclosures in the financial statement presentation. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rent USA, Inc., (A
Development Stage Company), as of December 31, 1998 and December 31, 1999, and
the results of its operations and cash flows for the period July 27, 1998 (Date
of Inception) to December 31, 1998, the fiscal year ended December 31, 1999, and
the cumulative period from inception to December 31, 1999, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and has not
generated significant revenues from planned principal operations. This raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters is also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ James E. Slayton
-------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582

F-1

<PAGE>

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF
December 31, 1999

ASSETS

CURRENT ASSETS
Cash 0.00
--------------
Total Current Assets 0.00

PROPERTY AND EQUIPMENT
Property and Equipment(net of depreciation 7,110,588.00
--------------
Total Property and Equipment 7,110,588.00

OTHER ASSETS
Organization Costs(net of amortization) 0.00
--------------
Total Other Assets 0.00
--------------
TOTAL ASSETS $7,110,588.00
==============

See accompanying notes to financial statements
F-2

<PAGE>

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF
December 31, 1999

LIABILITIES & EQUITY

CURRENT LIABILITES
Accounts Payable 910.00
--------------
Total Current Liabilities 910.00

OTHER LIABILITIES
Noncurrent Liabilities 1,661,721.00
--------------
Total Other Liabilities 1,661,721.00

--------------
Total Liabilities 1,662,631.00

EQUITY

Common Stock, $0.001 par value, authorized 20,000,000
shares; issued and outstanding at 12/31/1999,
6,098,289 common shares 6,098.00
Additional Paid in Capital 5,490,347.00
Preferred Stock, $0.001 par value, authorized 5,000,000,
none issued 0.00
Retained Earnings (Deficit accumulated during development
stage) (48,488.00)
--------------
Total Stockholders' Equity 5,447,957.00
--------------
TOTAL LIABILITIES & OWNER'S EQUITY $7,110,588.00
==============

See accompanying notes to financial statements
F-3

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD
July 27, 1998 (Date of Inception) to December 31, 1999

Date of Inception Twelve Months Date of Inception
to to to
Dec. 31, 1999 Dec. 31, 1999 Dec. 31, 1998
------------- ------------- -------------

REVENUE

<S> <C> <C> <C>
Sales 0.00 0.00 0.00

COSTS AND EXPENSES
General and Administrative 5,910.00 5,910.00 0.00
Depreciation Expense 42,578.00 42,578.00 0.00
----------- ----------- -----------
Total Costs and Expenses 48,488.00 48,468.00 0.00
----------- ----------- ----------
Net Income or (Loss) (48,488.00) (48,488.00) 0.00
----------- ----------- ----------

Weighted average number of common
shares outstanding 5,109,829 5,109,629 0.00

Basic Net Loss Per Share (0.01) (0.01)

See accompanying notes to financial statements
F-4
</TABLE>

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
July 27, 1998(Date of Inception) to December 31, 1999

Deficit
Accumulated
Common Additional During Total
Stock Paid-in Development Stockholder's
Shares Amount Capital Stage Equity
------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Balances as of

December 31, 1998 0 0 0 0 0

March 26, 1999 5,000,000 5,000.00 0.00 5,000.00
Issued for cash

December 10, 1999 1,098,289 1,098.00 5,490,347.00 5,491,445.00
Issued as part of
December 10, 1999
purchase agreement

Net loss (48,488.00) (48,488.00)

------------ ------------ ------------- ------------ --------------
Balances as of

December 31, 1999 6,098,289 $ 6,098.00 $5,490,347.00 ($48,488.00) $5,447,957.00
============ ============ ============= ============ ==============
</TABLE>

See accompanying notes to financial statements
F-5

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR PERIOD
July 27, 1998 (Date of Inception) to December 31, 1999

Date of Inception Twelve Months Date of Inception
to to to
Dec. 31, 1999 Dec. 31, 1999 Dec. 31, 1998
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (loss) from operations ($48,488.00) ($48,488.00) 0.00

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation Expense 42,578.00 42,578.00 0.00

Increase in accounts payable 910.00 910.00 0.00
----------- ----------- -----------
Net cash provided by
operating activities (5,000.00) (5,000.00) 0.00

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash in investing activities 0.00 0.00 0.00
----------- ----------- -----------
Net cash used by investing activities 0.00 0.00 0.00

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 5,000.00 5,000.00 0.00
----------- ----------- -----------
Net cash provided by
financing activities 5,000.00 5,000.00 0.00

Net increase (decrease) in cash 0.00 0.00 0.00
Balances as at end of period 0.00 0.00 0.00
</TABLE>

See accompanying notes to financial statements
F-6

<PAGE>

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized July 27, 1998 (Date of Inception) under the laws
of the State of Delaware, as Rent USA, Inc. (The Company) has no operations and
in accordance with SFAS #7, the Company is considered a development stage
company.

On March 26, 1999, the Company issued 5,000,000 shares of its $.001 par
value common stock for $5,000.00 in cash to expand its shareholder base.

On or about November 17, 1999, the Company incorporated in Nevada solely
for the purpose of moving the corporate domicile to Nevada.

On December 10, 1999, the Company issued 1,098,289 shares of its $.001
par value common stock as part of an asset purchase agreement which became
effective on November 17, 1999. The Company assumed related liabilities in the
amount of $1,661,721.00.

The Company has 20,000,000 of $.001 par value common stock authorized and
5,000,000 of $.001 par value preferred stock authorized.

There have been no other issuances of equity or Common Stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as
follows:

1. The Company uses the accrual method of accounting.

2. Recognition of revenue from sales:

Revenues from equipment rentals are recognized as earned as time passes
from rights to use assets (rentals) which extend continuously over time based on
contractual rights established in advance.

Revenues from facilitating sales of used equipment are recognized only when
the asset sale is consummated and until that time no revenue is recognized.

The Company had no revenue from sales of any kind through the end of the
period which was on December 31, 1999.

3. The cost of organization was expensed when incurred.

4. Basic earnings per share is computed using the weighted average
number of shares of common stock outstanding.

5. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.

6. The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of depreciation utilizing the
following depreciation schedule:

Heavy Equipment 10 years, straight line method Shop & Tools 7 years,
straight line method Furniture & Other Equipment 5 years, straight line method

The amount of depreciation recorded during the calendar year 1999 was
$42,578.00.

F-7

<PAGE>

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED

7. The Company experienced losses since its inception on July 28, 1998
(Date of inception) to December 31, 1999. The Company will review its need for a
provision for federal income tax after each operating quarter and each period
for which a statement of operations is issued. There has not been any deferred
tax benefits recorded as management has deemed it less than likely that the net
operating losses will be utilized.

8. The Company has adopted December 31 as its fiscal year end.

9. The Company records its inventory at cost.

10. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.

11. The Company's Statement of Cash Flows is reported utilizing
cash(currency on hand and demand deposits) and cash equivalents( short-term,
highly liquid investments). The Company's Statement of Cash Flows is reported
utilizing the indirect method of reporting cash flows.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated significant revenues from its
planned principal operations. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern.

F-8

<PAGE>

Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999

NOTE 4 - RELATED PARTY TRANSACTION

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

Minor out of pocket expenses for office supplies for such things as fax
costs and paper costs during the calendar year ended 1999 are not reflected in
these financial statements and were provided without charge by Al Harvey, Chief
Executive Officer and Director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.

NOTE 5 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional
shares of common stock.

NOTE 6 - YEAR 2000 ISSUE

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in systems
which use certain dates in 1999 to represent something other than a date. The
effects of the Year 2000 issue may be experienced before on, or after January 1,
2000 and if not addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure which could affect an
entity's ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 issue affecting the entity, including
those related to the efforts of customers, suppliers, or other third parties
will be fully resolved.

NOTE 7 - LONG TERM COMMITMENTS

The Company has agreed to lease a 2 acre yard and office space in Chino,
California. The lease term expires on February 28, 2003. The base rent is $3,250
per month. The Company only purchased its equipment in December, 1999 and rent
on the space in Chino had already been paid by Al Harvey for the month of
December, 1999. The Company did not actually commence business operations until
the year 2000 when the Company will commence paying rent.

From November 17, 1999 when the Company obtained title to the equipment,
through the end of the year on December 31, 1999, there were no repairs,
maintenance costs, costs for corporate offices or payroll.

The Company gave a note as part of the asset purchase agreement in the
amount of $1,661,721. The note is due 180 days after the closing of the asset
purchase agreement and has an interest rate of 8.5% annually.

F-9

<PAGE>

FINANCIAL STATEMENTS
RENT USA, INC.
(Unaudited)
September 30, 2000

CONTENTS

Consolidated Balance Sheets F - 2

Consolidated Statements of Income and Expense F - 3

Consolidated Statements of Cash Flows F - 4

Notes to the Financial Statements F - 5

F - 1

<PAGE>
RENT USA, INC.
BALANCE SHEET
As of September 30, 2000

ASSETS

Current Assets
Cash $ 14,603
Accounts Receivable 55,925
------------
Total Current Assets 70,528

Property and Equipment
Furniture and Office Equipment 73,313
Heavy Construction Equipment 5,584,237
Attachments and Parts 1,476,068
Shop Equipment and Tools 803,774
------------
7,937,392
Less: Accumulated Depreciation (640,274)
------------
Total Property and Equipment 7,297,118

------------
TOTAL ASSETS $ 7,367,646
============

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable $ 239,172
Accrued Expenses 14,264
Short-Term Notes Payable 1,751,747
Notes Payable, Current Portion 86,799
------------
Total Current Liabilities 2,091,982

Long-Term Liabilities 298,564
------------

Total Liabilities 2,390,546

Stockholders' Equity
Common Stock, $.001 par value, 20,000,000
Shares authorized; 6,098,289 shares issued
and outstanding 6,098
Preferred Stock, $.001 par value, 5,000,000
Shares authorized; none issued -
Paid-in Capital 5,498,347
Retained Earnings (527,345)
------------
Total Stockholders' Equty 4,977,100

------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,367,646
============

See accompanying notes to financial statements and accountant's report
F-2

RENT USA, INC.
STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCOME $ 144,485 $ - $ 370,419 $ -

COST OF SALES 179,323 601,747
------------ ------------ ------------ ------------

GROSS PROFIT (DEFICIT) (34,838) - (231,328) -

OPERATING EXPENSES 68,444 247,529 5,000
------------ ------------ ------------ ------------

INCOME (LOSS) FROM OPERATIONS (103,282) - (478,857) (5,000)

PROVISION FOR INCOME TAXES - - - -
------------ ------------ ------------ ------------

NET INCOME (LOSS) $ (103,282) $ - (478,857) $ (5,000)
============ ============ ============ ============

EARNINGS PER SHARE - BASIC $ (0.02) $ - $ (0.08) $ (0.00)
============ ============ ============ ============

WEIGHTED AVERAGE NUMBER OF SHARES 6,098,289 5,000,000 6,098,289 3,333,333
============ ============ ============ ============
</TABLE>

See accompanying notes to financial statements and accountant's report
F-3

<PAGE>
<TABLE>
RENT USA, INC.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMER 30, 2000 AND 1999
<CAPTION>

2000 1999
---------- ----------
<S> <C> <C>
Cash Flow from Operating Activities:
Net Income $(478,857) $ (5,000)
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 597,696 -
(Increase) Decrease in Accounts Receivable (55,925) -
Increase (Decrease) in Accounts Payable 238,262 -
Increase (Decrease) in Accrued Expenses 14,264 -
---------- ----------
Net Cash Provided (Used) by Operating Activities: 315,440 (5,000)

Cash Flow from Investing Activities:
Purchase of Property and Equipment (342,252) -
---------- ----------
Net Cash Provided (Used) by Investing Activities: (342,252) -

Cash Flow from Financing Activities:
Proceeds from Issuance of Stock - 5,000
Capital Contribution 500 -
Net Proceeds (Payments) from Notes Payable 40,915 -
---------- ----------
Net Cash Provided (Used) by Financing Activities: 41,415 5,000
---------- ----------

Net Increase (Decrease) in Cash 14,603 -

Cash Balance at Beginning of Period - -
---------- ----------

Cash Balance at End of Period $ 14,603 $ -
========== ==========

Supplemental Disclosures:
Cash Paid During the Period for Interest $ 14,457 $ -
========== ==========
Cash Paid During the Period for Income Tax $ - $ -
========== ==========

Supplemental Schedules of Noncash Investing and
Financing Activities During the Period
Notes Payable Incurred for Purchase of Property and
Equipment $ 434,473 $ -
========== ==========
Paid-In Capital Inccurred for Acquisition of Property
and Equipment $ 7,500 $ -
========== ==========

</TABLE>

See accompanying notes to financial statements and accountant's report

F-4

<PAGE>

RENT USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Interim Information

In the Opinion of the management of Rent USA, Inc.(the Company), the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of September
30, 2000, and the results of operations for the three and nine months ended
September 30, 2000 and 1999, and cash flows for the nine months ended September
30, 2000 and 1999. Interim results are not necessarily indicative of results for
a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 1999.

The attached projections (forecasts) are not apart of these unaudited financial
statements. John H. Spurgeon, CPA has not examined the forecasts and assumes no
responsibility for them.

Former Development Stage Company

Effective this year, the Company begins its planned operations and generates
significant revenues and is no longer in the development stage as defined under
Financial Accounting Standards Board Statement No. 7.

Use of estimates

The preparation of the accompanying financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that directly affect the results of reported assets,
liabilities, revenue, and expenses. Actual results may differ from these
estimates.

Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to be
cash equivalents.

Revenue Recognition

Revenues are recognized as earned as time passes from rights to use assets
(rentals) which extend continuously over time based on contractual prices
established in advance.

F-5

<PAGE>

RENT USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts Receivable

Management of the Company considers accounts receivable to be fully collectible;
accordingly, no allowance for doubtful accounts is required. If amounts become
uncollectible, they will be charged to operations when that determination is
made. There was no bad debt expense either for 2000 or 1999.

Property and Equipment

Property and Equipment are valued at cost. Maintenance and repair costs are
charged to expenses as incurred. Depreciation is computed on the straight-line
method based on the estimated useful lives of the rental assets. Depreciation
expense was $597,696 and $0 for 2000 and 1999, respectively.

Income Taxes

The Company accounts income taxes in accordance with Financial Accounting
standards Board Statement No. 109 "Accounting For Income Taxes" (SFAS No. 109).
SFAS No. 109 requires a company to recognize deferred tax liabilities and assets
for the expected future income tax consequences of events that have been
recognized in the Company's financial statements. Under this method, deferred
tax assets and liabilities are determined based on temporary differences between
the financial carrying amounts and the tax bases of assets and liabilities using
the enacted tax rates in effect in the years in which the temporary differences
are expected to reverse.

NOTE 2 - SHORT-TERM NOTES PAYABLE

a.) Note Payable to an Officer; no interest
accrued; due on demand $ 20,000

b.) Note Payable to an Officer; no interest
accrued: due on demand 39,664

c.) Note Payable to related party; interest
at 8.5%; due June 3, 2000 1,661,721

d.) Note Payable to Airgas, due on demand;
secured by equipment 5,362

F-6

<PAGE>

RENT USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 2 - SHORT-TERM NOTES PAYABLE (Continued)

e.) Note Payable to related party; interest
at 10%; due 60 days 25,000
----------

$1,751,747
==========

NOTE 3 - LONG-TERM LIABILITIES

a.) 10.75% Note Payable to Anchor due in monthly
installment of $743.43 including principal
and interest, maturing March 24, 2004;
collateralized by equipment $ 26,433

b.) 9.65% Note Payable to bank due in monthly
installment of $2,645.49 including principal
and interest, maturing April 28, 2003;
collateralized by equipment 77,777

c.) 12% Note Payable to Johnson due in monthly
installment of $6,174.52 including principal
and interest, maturing April 2001 64,465

d.) 10.75% Note Payable to CIT due in monthly
installment of $5950.83 including principal
and interest, maturing May 2004; collateralized
by equipment 216,688
----------
385,363
Less Current Portion 86,799
----------
$ 298,564
==========

Long-term liabilities maturities during the years ending December 31:

2000 $ 86,799
2001 121,135
2002 94,734
2003 74,848
2004 36,804
--------
$414,320
========

NOTE 4 - PROVISION FOR INCOME TAX

There was no provision for income tax for three and nine months ended September
30, 2000 and 1999. Due to net operating losses and the uncertainty of
realization, no tax benefit has been recognized for operating losses.

F-7

<PAGE>

RENT USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 4 - PROVISION FOR INCOME TAX (Continued)

At December 31, 1999, net federal operating losses of approximately $48,488 are
available for carryforward against future years' taxable income and expire in
2020. The Company's ability to utilize its federal net operating loss
carryforwards is uncertain and thus a valuation reserve has been provided
against the Company's net deferred tax assets.

NOTE 5 - NET LOSS PER SHARE

Net loss per share is computed based on the weighted average number of shares of
common stock outstanding during the period. Basic net loss per share for nine
months ended September 30, 2000 and 1999 is $0.05 and $0.001, respectively.

NOTE 6 - CAPITAL CONTRIBUTION

A shareholder contributed equipment with a fair value of $7,500 to the Company.

NOTE 7 - LEASE COMMITMENTS

The Company leases its office facilities for $3,250 per month. The lease expires
February 28, 2003. Rent expense totaled $6,300 and $0 for 2000 and 1999,
respectively.

As of September 30, 2000, the minimum commitments under the lease are as
follows:
December 31, Amount
------------ ---------
2000 $ 9,750
2001 39,000
2002 39,000
2003 6,500
--------
$104,000
========

NOTE 8 - GOING CONCERN

The accompanying financial statements are presented on the basis that the
Company is a going concern. Going concern contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business over a
reasonable length of time. As shown in the accompanying financial statements,
the Company incurred a net

F-8

<PAGE>

RENT USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 8 - GOING CONCERN - CONTINUED

loss of $478,857 and $5,000 for nine months ended September 30, 2000 and 1999,
respectively, and as of September 30, 2000, the Company has a working capital
deficiency of $2,021,454.

Management is currently involved in active negotiations to obtain additional
financing and actively increasing marketing efforts to increase revenues. The
Company's continued existence depends on its ability to meet its financing
requirements and the success of its future operations. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

NOTE 9 - SUBSEQUENT EVENTS

On October 3, 2000, Senior Care Industries, Inc. purchased 5,000,000 shares of
common stock in the Company in exchange for 2,000,000 shares of Series D
Preferred stock in Senior Care Industries, Inc. The stock position of Senior
Care Industries, Inc. will give it actual control of the Company.

NOTE 10 - SEGMENT INFORMATION

The Company has adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosures about Segments of an Enterprise and Related
Information." SFAS 131 changes the way public companies report information about
segments of their business in their annual financial statements and requires
them to report selected segment information in their quarterly reports issued to
stockholders. It also requires entity-wide disclosures about the products and
services an entity provides, the material countries in which it holds assets and
reports revenues and its major customers. As the Company is currently in the
early phase of its business plan, it does not yet have any reportable segments.

F-9

<PAGE>

PART II

INFORMATION NOT INCLUDED IN PROSPECTUS

Indemnification of Officers & Directors
---------------------------------------

Article 6 of the Articles of Incorporation contain the following:

"6. Director's and Officer's Liability:
A director or officer of the Corporation shall not be
personally liable to this Corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, but this Article shall not eliminate
or limit the liability of a director or officer for (i) acts or omissions which
involve international misconduct, fraud or a knowing violation of the law or
(ii) the unlawful payment of dividends. Any repeal or modification of the
Article by stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omissions prior to such repeal of
modification.

7. Indemnity:
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he or
she or a person with whom he or she is a legal representative, is or was a
director of the Corporation, or who is serving at the request of the Corporation
as a director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorney's fees, judgments, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right and which may
be enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
Corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the Corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.

Without limiting the application of the foregoing, the Board of
Directors may adopt By-Laws from time to time without respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the Corporation to purchase or
maintain insurance on behalf of any person who is or was a director or officer."

II-1

<PAGE>

Other Expenses of Issuance & Distribution
-----------------------------------------

Other expenses in connection with the registration of the securities
hereunder which will be paid by us will be substantially as follows:

Amount Payable
Item by Company
---- ----------

S.E.C. Registration Fees $ 1,808.30
Accounting Fees and Expenses 4,000.00
State Securities Laws (Blue Sky)
Fees and Expenses 500.00*
Printing and Engraving 2,000.00
Legal Fees 5,000.00
Miscellaneous 250.00
------------
TOTAL $13,558.30
============

*Represents an estimate for the purpose of this filing.

Therefore, it is estimated that this cost will not exceed 1% of the amount
subscribed of a maximum of $22,951.47.

Recent Sales of Unregistered Securities
---------------------------------------

On March 26, 1999, the Company sold 5,000,000 common shares in
connection with an exempt offering pursuant to Section 504 of Regulation D and
raised $5,000.00 which was paid to the Company by the shareholders subscribing
those shares.

On December 10, 1999, the Company issued 1,098,289 shares to Pacific
Standard Financial Group, Inc. in exchange for the purchase of heavy
construction equipment, attachments such as dozer blades, shovels and buckets,
new parts for the heavy equipment in inventory, office equipment, shop equipment
and tools. These shares contain a legend condition restricting their sale and
were issued pursuant to Section 4(2) of the Securities & Exchange Act of 1933,
as amended, which authorizes the issuance of stock in exchange for assets.

On October 3, 2000, the Company issued 5,000,000 shares to Senior Care
Industries, Inc. in exchange for 2,000,000 shares of Series D Preferred stock in
Senior Care Industries. These shares contain a legend condition restricting
their sale and were issued pursuant to Section 4(2) of the Securities & Exchange
Act of 1933, as amended, which authorizes the issuance of stock in exchange for
assets.

Exhibits
--------
The following filings are incorporated herein by reference and should
be read in connection with this SB2 Registration Statement:

10SB12G/A, Amendment No. 5, Registration Statement filed November 21, 2000; 8-K
Report filed on September 8, 2000 noting changes in the Company auditor,
officers and directors; 10QSB Quarterly Report for the 1st Quarter of 2000,
filed on September 8, 2000; 10QSB Quarterly Report for the 2nd Quarter of 2000,
filed on September 8, 2000; 10QSB/A Amended Quarterly Report for the 2nd Quarter
filed on November 21, 2000; 10QSB Quarterly Report for the 3rd quarter filed on
November 14, 2000.

The following exhibits are attached:

Ex 3(i). Articles of Incorporation

Ex 3(ii). By Laws

Ex 4. Form of Subscription Agreement

Ex 5. Opinion re: Legality

Ex 16. Letter on Change of Certifying Accountants

Ex 23.1 Consent of James Slayton

Ex 23.2 Consent of Legal Counsel

Ex 27. Financial Data Schedule

Ex 99. Five Year Forecasts

II-2

<PAGE>

Undertakings
------------

The issuer agrees that during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing,, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
diviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

This Offering is being made exclusively to existing security holders of
Senior Care Industries, Inc. and the issuer may reoffer to the public any
securities not taken by security holders. Should that occur, the issuer will
supplement the prospectus, after the end of the subscription period, to include
the results of the subscription offer, the transactions by the underwriters
during the subscription period, the amount of unsubscribed securities that the
underwriters will purchase and the terms of any later reoffering.

II-3

<PAGE>

Signatures

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned in the City of Laguna
Beach, State of California on November 21, 2000

Rent USA, Inc.

By: s/ Jeff Harvey
-----------------------
Jeff Harvey
Chief Executive Officer

By: s/ Art Wigand
-----------------------
Art Wigand
Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

By: /s/ Jeff Harvey November 21, 2000
------------------------------
Jeff Harvey
Chief Executive Officer

By: /s/ Cort Hooper November 21, 2000
------------------------------
Cort Hooper
President

II-4

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RENT USA, INC.
--------------------------------------------------
(Exact name of Issuer as specified in its charter)

EXHIBIT INDEX

Exhibit Number Description
-------------- -----------

3(i) Articles of Incorporation of Rent USA, Inc.
together with various amendments thereto.

3(ii) By-Laws of Rent USA, Inc. together with various
amendments thereto.

4 Form of Subscription Agreement

5 Opinion of Counsel, Lawrence R. Young & Associates, P.C.
relating to the issuance of shares and his
consent to including his letter in this Registration
Statement.

16 Copy of Letter re: Change of Certifying Accountant which was
attached to 8-K Report reporting change in certifying
accountant

23.1 Consent of James Slayton, CPA, Independent Certified Public
Accountant and his consent to the inclusion of his financial
statements for the fiscal year ended December 31, 1999, in
this Registration Statement.

23.2 Consent of Lawrence R. Young & Associates, P.C. (Included in
Exhibit 5).

27 Financial Data Schedule

99 Five Year Forecasts of Expected Income and Expense

----------------------------

II-5