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


                                  FORM 10 - KSB


   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                      FOR THE YEAR ENDED DECEMBER 31, 2000

                          SENIOR CARE INDUSTRIES, INC.

          Nevada                                               68-0221599
          -------                                              -----------
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)


410 Broadway, 2nd Floor, Laguna Beach, CA 92651
-----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)


(949) 376-3125  (949) 376-9117 FAX
-----------------------------------
(ISSUER'S TELEPHONE NUMBER)

SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE ACT:


TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH
                               REGISTERED
---------------------------    ------------------------------

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


SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE ACT:

                          Common Stock - .001 Par Value
                         ------------------------------
                                (TITLE OF CLASS)


<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days [X] Yes [ ] No.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State the issuer's revenues for its most recent fiscal year. $5,974,619

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the last 60 days.

$ 3,349,750 as of February 28, 2001

State the number of shares outstanding of each of the issuer's classes of common
equity, as of February 28, 2001:

Common Shares             13,399,001
Preferred Shares Series A    -0-
                 Series B    -0-
                 Series C    -0-
                 Series D  2,000,000

                           INCORPORATION BY REFERENCE

     If the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc. )
into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

The following documents are incorporated by reference:

In Part I, Item 4 items are repeated which were contained in the proxy statement
furnished to shareholders which was filed with the Securities & Exchange
Commission on February 2, 2001 as a Definitive Proxy Statement under Section 14A
of the Securities & Exchange Act of 1934.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]


                                        2


<PAGE>

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

                                TABLE OF CONTENTS


Part I                                                                     4

Item 1.  Description of Business                                           4

Item 2.  Description of Property                                           8

Item 3.  Legal Proceedings                                                 8

Item 4.  Submission of Matters to a Vote of
         Security Holders                                                  11

Part II                                                                    16

Item 5.  Market for Common Equity and
         Related Stockholder Matters                                       16

Item 6.  Management's Discussion and Analysis
         Or Plan of Operation                                              17

Item 7.  Financial Statements                                              20

Item 8.  Changes in and disagreements with
         Accountants on Accounting & Financial
         Disclosures                                                       31

Part III                                                                   33

Item 9.  Directors, Executive Officers, Promoters
         And Control Persons; Compliance with
         Section 16(a) of the Act                                          33

Item 10.  Executive Compensation                                           36

Item 11.  Security Ownership of Certain Beneficial
          Owners and Management                                            37

Item 12.  Certain Relationships and Related
          Transactions                                                     38

Item 13.  Exhibits and Reports on Form 8-K                                 40

Signatures                                                                 41

                                        3


<PAGE>

                                INTRODUCTORY NOTE

This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.

                                     PART I

Item 1.  Description of Business

Senior Care's Business Model
----------------------------

Senior Care Industries is a diversified firm consisting of a real estate
division, a manufacturing division, and a pharmaceutical, nutriceutical
division.

The Company's real estate division invests in, manages, and develops senior
housing, and is a leader quality for-sale and rental, independent living
age-restricted communities.

The Company's manufacturing division targets for acquisition, ancillary
companies whose products and services are in high demand by Seniors such as
medical device manufacturers, specialty food manufacturing companies and
furniture manufacturing companies, enabling the firm to service seniors both in
and out of its age restricted communities with its own products.

                                        4


<PAGE>

The Company's pharmaceuticaland nutriceutical division targets for acquisition
pharmaceutical and/or nutriceutical manufacturing companies and web based health
products distributors as a feeder to manufacture and sell the products through
an "E-commerce" pharmacy. The Company's pharmaceutical division utilizes a
program to include a full service web-based senior support system that sells
direct to the consumer, related health products in the financial services
sector, including life insurance, health insurance, dietary advice, holistic
medical alternatives, water and air purification. The Company intends to build a
web-site and a support staff offering 24 hour access to these products and
services once an acquisition closes.

As of December 31, 2000, the Company had no operations in the pharmaceutical or
nutriceutical division. During the year 2000, Senior Care entered into two
binding agreements to purchase companies in this field, MicroDentiX which
performs dental diagnostic tests for periodontal disease by the use of DNA
analysis and Physicians Nutritional Laboratories, Inc., who distributes a line
of nutriceuticals designed by doctors. The purchase of Physicians Nutritional
Laboratories was completed during the first quarter of 2001.

History of the Company
----------------------

The Company was organized under the laws of the State of Idaho, February 26,
1968, as Golden Chest, Inc., for the purpose of acquiring and developing mineral
properties. On April 5, 1999, the board of directors changed the Company name to
Senior Care Industries, Inc., and changed corporate situs from Idaho to Nevada.
The Company was re-incorporated on August 26, 1999 under the laws of the State
of Nevada.

In 1985, the Company merged with TAP Resources, Ltd, (TAP) a British Columbia
corporation in a transaction where the Company issued 1.25 shares of Golden
Chest Inc common stock in exchange for each share of TAP common stock. At the
time of the merger, the Company and TAP were partners in a minerals exploration
joint venture. After the merger Golden Chest Inc. was the surviving corporation
while TAP Resources was dissolved.

In 1990, the Company merged with Petro Gold Inc, a Washington corporation, in a
transaction where the Company issued 3,000,000 shares of Senior Care Industries,
Inc. common stock in exchange for all shares of Petro Gold, Inc. common stock.
After the merger Senior Care Industries, Inc. was the surviving corporation
while Petro Gold, Inc. was dissolved.

In 1999, the company transferred its assets and liabilities to Paymaster
Resources Incorporated.

Significant Acquisitions of Senior Care Industries during 1999 and 2000
-----------------------------------------------------------------------

On August 31, 1999, the Company completed an asset purchase agreement where it
purchased the assets and liabilities of East-West Developer, Inc. for a note
payable of $700,000 and 1,880,122 shares or Senior Care Industries, Inc.'s
common stock which was issued directly to the property owners whose properties
were sold to the Company through this transaction.

Following the East-West Developer acquisition, Senior Care owned the following
properties and assets:

1. a 45% membership interest in a limited liability company which owns a
development project in Delran, New Jersey *;

2. a 44 unit senior condominium project in Monterey Park, California known as
Evergreen Manor II which was under construction when Senior Care purchased it;

3. land approved for the construction of a 57 unit Senior Apartment Project in
Albuquerque, New Mexico;

4. a 25,000 square foot strip center known as Friendly Bear Plaza located in Las
Vegas, Nevada;

5. a 32,000 square foot office in Las Vegas, Nevada known as the Pecos Russell
Business Center [This project was under construction when Senior Care purchased
it];

6. the Company office headquarters building at 410 Broadway in
Laguna Beach, California known as Broadway Acacia.

On April 28, 2000, the Company purchased all of the outstanding stock in Noble
Concepts Fidelity, Inc., a furniture manufacturing company in San Diego,
California. The effective date of the purchase was January 1, 2000 and the
income and expense of that corporation is reflected on the first quarter income
statement for Senior Care Industries, Inc.

                                   5


<PAGE>

On October 3, 2000, the Company purchased 5,000,000 shares of common stock in
Rent USA, Inc. in exchange for 2,000,000 shares of Class D Preferred Stock in
Senior Care Industries, Inc. The stock position of Senior Care Industries, Inc.
gives it actual control of Rent USA, Inc.

---------------------------------------------------
* The Company is involved in litigation regarding its membership interest in
Delran and readers are advised to review the Litigation section of this
Prospectus to get full details regarding that litigation and the Company's
potential exposure.
---------------------------------------------------

Rent USA presently has two operating divisions. Equip USA rents and sells heavy
construction equipment. Equip Mining Systems rents and sells heavy duty mining
machinery and rock crushing equipment.

Significant Developments During the Year 2000
---------------------------------------------

The company completed construction on its 44 unit senior condominium project in
Monterey Park, California known as Evergreen Manor II and unit sales commenced
in January, 2001.

The company also completed its 32,000 square foot office complex in Las Vegas,
Nevada, known as Pecos Russell Business Center and rented all available units.
This office mall is a significant contributor of rental income to the Company.

Additionally, the Company has rental income from its 25,000 square foot strip
mall, also in Las Vegas, Nevada, that is 95% leased to a variety of small
businesses.

The Company also owns its headquarters office building in Laguna Beach,
California, which it partially rents to tenants and gains additional rental
income from that source.

Senior Care is under construction or about to commence construction on projects
located in the following communities and states:

1. a 57 unit Senior Apartment Project in Albuquerque, New Mexico which has
not yet begun construction but where all plans have been approved;

2. a 223 residential lot senior restricted housing development in San Jacinto,
California, approximately 40 minutes from Palm Springs and 10 minutes from
Hemet, California.

3. Flamingo 55 located in the City of Las Vegas, Nevada at the intersection of
Flamingo Blvd. and Freeway 95 where the Company will build 55 senior restricted
town homes. Plans were submitted to the Clark County Planning Department on this
project in early August, 2000, have been approved and escrow is expected to
close on this project by early April, 2001.

By far the largest project presently being considered by the Company is the 715
acre project at the Lakes in Pahrump Valley, Nevada. This project which will
take nearly 10 years to build eventually will comprise 2 golf courses, 2,000
residential housing units in a mixed use age restricted fully planned community.
Escrow on this project was opened in July, 2000 and the plan development process
is underway.

On August 7, 2000, the Company agreed to purchase the Bellflower Christian
Retirement Center, a 99 unit retirement home in Bellflower, California. Escrow
on this sale should close in early April, 2001.

                                    6

<PAGE>

Important Events During the first quarter of 2001
-------------------------------------------------

On March 28, 2001, Senior Care purchased certain real estate assets of
Tri-National Development Corporation and assumed the debt encumbering that real
estate. The real estate purchased is described below:

A. Plaza Rosarita This parcel is a commercial shopping mall and adjacent ocean
front property located in Rosarita Beach, Baja California, Mexico. This is the
last remaining open parcel of undeveloped land which fronts the beach in the
city of Rosarita.

B. The Hills of Bajamar This parcel overlooks the already developed Bajamar
resort and golf course just outside Ensenada, Baja California, Mexico.

C. San Marcos Gardens This is a development approved for assisted senior living
located in San Diego County, California.

D. Youngstown Gardens This is an assisted living senior project just outside
Phoenix, Arizona. Senior Care is purchasing 50% of the of this project which
will be jointly owned by Senior Care with the other 50% being owned by Alpine
Gardens East.

Through this transaction, Senior Care obtained approximately $58,450,000 in real
estate assets with a net value of approximately $35,950,000 after subtracting
assumed real estate debt and new debt acquisition which Senior Care intends to
obtain to fund the transaction.

Because of the significance of this acquisition and the impact on Senior Care's
balance sheet, a pro forma balance sheet is attached as Exhibit 99 to this
Report showing how the addition of these assets will affect the Balance Sheet of
Senior Care had they been purchased during the year 2000.


                                        7

<PAGE>


Item 2.  Description of Property

Senior Care owned or leased the following properties as of December 31, 2000:

1. a 45% membership interest in a limited liability company which owns a
development project in Delran, New Jersey *;

2. a 44 unit senior condominium project in Monterey Park, California known as
Evergreen Manor II;

3. a 57 unit Senior Apartment Project in Albuquerque, New Mexico;

4. a 25,000 square foot strip center known as Friendly Bear Plaza located in Las
Vegas, Nevada;

5. a 32,000 square foot office in Las Vegas, Nevada known as the Pecos Russell
Commercial Center;

6. the Company office headquarters building at 410 Broadway in Laguna Beach,
California known as Broadway Acacia.

The Company's corporate headquarters at 410 Broadway in Laguna Beach, California
is a 5,600 square foot office building. The Company occupies a total of 800
square feet and the rest of the building is leased to tenants. Additionally, the
Company occupies a total of 1,200 square feet in the Pecos Russell Business
Center which it owns in Las Vegas, Nevada. The Center has a total of 32,000
square feet with the balance being leased to tenants.

Noble Concept Furniture, a wholly owned subsidiary of Senior Care, leases two
properties, a 21,000 square foot facility and another 20,000 square foot
facility, both in El Cajon, California. Both leases are gross leases with a
monthly rental of .33 cents per square foot and both leases will terminate on
May 1, 2002. These properties are used for the manufacturing and storage needs
of Noble Concept Furniture.

Item 3.  Legal Proceedings

Senior Care is involved in the following legal proceedings, all stemming from
its ownership interest in the Delran Associates, LLC:

1.  Robert B. Wasserman, Chapter 7 Trustee v. Willy Farah, Madeline Farah,
Aziz Holdings, LLC, Aziz Holding, Inc., Senior Care Industries, Inc.,
Golden Chest, First American Stock Transfer, Inc. and Asia Bank, N.A.,
Bankruptcy Case No. 98-44940, Adversary Proceeding No. 00-3361, District
of New Jersey.

                                        8

<PAGE>

This action was filed on April 25, 2000. The complaint alleges that Defendants
Willy Farah, Aziz Holding, Inc. and Madeline Farah, engaged in certain
fraudulent transfers of shares of Senior Care stock to avoid having the shares
become a part of Willy Farah=s bankruptcy estate. The complaint seeks to compel
Madeline Farah and Aziz Holding, Inc. to turn over the shares of Senior Care
stock to the Chapter 7 Trustee. The only relief sought against Senior Care in
this action is an injunction prohibiting Senior Care from liquidating, selling,
assigning, transferring, changing ownership in or otherwise disposing of the
shares of Senior Care stock pending the Bankruptcy Court=s ruling on the
fraudulent transfer issues.

Senior Care is cooperating with the Chapter 7 Trustee in this matter and is
abiding by the terms of the preliminary injunction pending further order of the
Bankruptcy Court. A trial in this matter was scheduled for January 5, 2001. On
December 19, 2000, the trial was adjourned pursuant to an order of the
Bankruptcy Court. Temporary restraints remain in place.

2. International Thermal Packaging, Inc. v. Willy Farah and Robert B. Wasserman,
Chapter 7 Trustee, Bankruptcy Case No. 98-44940, Adversary Proceeding No.
00-3274.

This action was filed in the Bankruptcy Court for the District of New Jersey on
April 10, 2000. International Thermal Packaging alleges that it owns a 45%
interest in Delran Associates, LLC originally owned by Willy Farah. Ownership of
this interest is also claimed by Senior Care. International Thermal Packaging
seeks only a judgment that Willy Farah has no interest in Delran Associates,
LLC, that the Delran interest is not the property of the bankruptcy estate and
that Willy Farah transferred the interest for good and valuable consideration.
Senior Care was not named as a party to this action but intervened via a consent
order.

On November 17, 2000, the Chapter 7 Trustee filed an Amended Answer,
Counterclaim and Crossclaim against additional Defendants/Interveners and third
parties for declaratory and other relief naming Senior Care as a defendant. In
the Amended Answer, the Chapter 7 Trustee asserted claims for declaratory relief
in connection with the 45% interest in Delran Associates, LLC. The Chapter 7
Trustee=s claims are based upon allegations that a transfer of this interest
from Willy Farah to CRT Corporation that occurred in August, 1998 was a
fraudulent transfer in violation of the United States Bankruptcy Code. Through
the Amended Complaint, the Chapter 7 Trustee seeks to have the Bankruptcy Court
declare that the 45% interest in Delran Associates, LLC is property of the Willy
Farah bankruptcy estate. Ownership of this interest is also claimed by Senior
Care.

On December 21, 2000, counsel for Delran Associates, LLC filed an Answer to the
Chapter 7 Trustee=s Amended Answer and Counterclaim. Delran filed a Crossclaim
which alleges that Delran has a right of first refusal to purchase the 45%
interest claimed by both Senior Care and International Thermal Packaging. Delran
claims that the Delran Associates Operating Agreement gives them that right. The
Crossclaim seeks a judgment declaring that all alleged assignments of the 45%
interest in Delran are subject to this right of first refusal.


                                        9

<PAGE>

On January 10, 2001, Senior Care filed an Answer to the Amended Answer and
Crossclaim of Delran Associates and that of the Chapter 7 Trustee, and intends
to vigorously oppose the allegations of both the Chapter 7 Trustee and Delran
Associates, LLC. Senior Care also filed a Crossclaim against Defendants, Delran
Associates, LLC, Joseph Lipari, a member of the limited liability company, Aspi
K. Irani, the managing member of the limited liability company, wherein Senior
Care claims that they have no right, title or interest in or to the 45%
membership interest held by Senior Care in the limited liability company, that,
in fact, Delan has no right of first refusal and that Senior Care is the holder
of that limited liability company interest. The Crossclaim of Senior Care
further seeks to impose a constructive trust on all proceeds derived from the
sale of the real property owned by Delran and for an immediate accounting of all
income, distributions and the disposition of assets of Delran.

On February 6, 2001, counsel for the Chapter 7 Trustee, counsel for Senior Care,
counsel for International Thermal Packaging and counsel for Delran Associates,
LLC, executed a First Amended Consent Order to set an Initial Discovery
Schedule. Also included in the Consent Order is the grant of leave to amend to
International Thermal Packaging to file a Second Amended Adversary Complaint
against Senior Care alleging that Senior Care, as successor in interest to CRT
Corporation, is jointly and severally indebted to International Thermal
Packaging for $923,208.33 pursuant to a promissory note executed by CRT
Corporation and American Auditors, Inc.

Senior Care does not deny this debt which it owes to East West Community
Developer in a like amount and which has always been carried on the Senior Care
balance sheet as a liability.

3. International Thermal Packaging, Inc. v. CRT Corporation, American Auditors,
LLC, Delran Associates, LLC, Senior Care Industries, Inc., Aspi K. Irani, Joseph
Lipari, Mervyn Phelan and Thomas Reichman, Docket No. ESX-L-6483-00, New Jersey
Superior Court.

This action which was brought in 1999, was amended on April 12, 2000 naming
Senior Care as a defendant. The action has been dismissed against Mervyn Phelan,
Thomas Reichman and American Auditors, LLC since jurisdiction and venue could
not be established against them in New Jersey.

Senior Care is named as the successor in interest to CRT Corporation and it is
claimed that Senior Care is jointly and severally liable to International
Thermal Packaging for $923,208.33 pursuant to the promissory note executed by
CRT Corporation and American Auditors, LLC. Senior Care answered the Amended
Complaint denying liability under the promissory note.


                                        10

<PAGE>

Defendant, Delran Associates, LLC, filed a Crossclaim against Senior Care
alleging that it has a right of first refusal to purchase the 45% membership
interest claimed by both Senior Care and International Thermal Packaging. The
Crossclaim seeks a judgment declaring that all alleged assignments of the 45%
membership interest were subject to this right of first refusal. Senior Care has
answered the Crossclaim denying that Delran has a right of first refusal
pursuant to the Operating Agreement in force at the time of the transfers of the
45% interest. The Crossclaim filed by Senior Care further seeks to impose a
constructive trust on any and all proceeds derived from the sale of the real
property owned by Delran and for an immediate accounting of all income,
distributions and the disposition of assets of Delran.

This action was dismissed in March, 2001 based upon the parties agreement that
all claims in this matter would be litigated in the Bankruptcy Court in the
Adversary Proceedings discussed herein above in proceeding No. 00-3274.

Item 4.  Submission of Matters to a Vote of Security Holders

There were no submissions to a vote of security holders during the calendar year
2000.

Various matters were submitted to a vote of security holders at the annual
meeting of shareholders of Senior Care which was held on March 12, 2001. What
follows is the information which was published in the Proxy Statement which was
circulated to shareholders of record as of December 31, 2000 together with the
results of the voting on those measures:

Proposal to Issue Debt or Equity Securities
-------------------------------------------

Management is considering future issuance of debt and/or equity securities
(which may include shares of common stock or securities convertible into or
exercisable for shares of common stock) in order to make a public or private
offering of stock, increase the Company's available cash, to retire debt and to
improve the Company's financial condition. Such securities would be sold or
issued by the Company upon such terms and conditions as the Board of Directors
may subsequently determine.

To date, we have funded our capital requirements for our current operations from
cash flows from our operations, from real estate construction loans and from
equity lines of credit which the Company has available. Our cash position as of
September 30, 2000 was $505,727.00 as compared to $100.00 as of September 30,
1999. During the first nine months of the year 2000, the Company had a net
decline of cash of ($114,931.00) from operating activities. The Company received
net cash of $2,787,079.00 from financing activities and expended $2,263,755.00
on construction in progress. During this same period, the Company issued stock
for services valued at $29,029.00, incurred a capital lease for the acquisition
of machinery and equipment valued at $50,673.00 and paid cash for interest and
other items which were capitalized totaling $996,678.00.

On May 1, 2000 the Company purchased Noble Furniture for 900,000 shares of
Company common stock valued at $3,187,500. The combination has been accounted
for by the purchase method. Accordingly, the Company recorded assets acquired at
their fair values. The Company accounted for the acquisition under the purchase
method of accounting and recorded a total of $1,732,240 in goodwill, which is
being amortized over 15 years. The Company recorded $86,612 in amortization
expense for the nine months ended September 30, 2000. The effective date of the
combination was agreed to as January 1, 2000.


                                       11

<PAGE>

Our cash position as of December 31, 1999 was $38,117 as compared to $832 as of
December 31, 1998. During 1999, a total of ($128,647) in cash was used for
operating activities while the Company received net cash of $4,045,789 from
financing activities and expended $3,884,857 on construction in progress.

In the immediate future, in order to fund our current working capital
requirements, expand our existing operations as well as acquire additional
companies for growth, we will need to obtain additional funding.

Our greatest cash requirements during the next two years will be the need for
cash for real estate projects which generally will come from construction loans
which the Company will obtain directly from bank lenders, for funding growth
through future acquisitions of other companies who fit into the Senior Care
business model and for capital requirements of companies already owned by Senior
Care such as Rent USA. Noble Furniture already has a credit line from Celtic
Capital which the Company believes will meet Noble's requirements for the
immediate future.

We are seeking to fund activities and other operating needs in the next two
years from funds to be obtained through financing vehicles which the Board of
Directors will determine once shareholder approval has been obtained to
authorize the Board of Directors to seek funding.

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 our condominiums, single family residences, from
rents from our buildings including both commercial and residential properties
and from profits in our manufacturing facilities, both present and contemplated.
We may obtain future funding through new private financings and public offerings
of debt and equity securities and most certainly, will continue to borrow money
from banks and savings institutions to continue construction projects and real
estate development projects.

It is the position of Management that the proposed plan will place the Company
in a more favorable position to attract and properly structure the terms of
additional financing, if needed.

At the Annual Meeting, 6,843,490 votes were required to pass this proposal
representing a majority of the shares outstanding and voting. A total of 55.044%
of the outstanding shares voted with the following result:

For               6,099,424
Against           1,100,404

Required to Pass: 6,843,490

The proposal failed and did not pass.


                                       12
<PAGE>

Proposal to Authorize Reverse Split of Common Stock, If Necessary
-----------------------------------------------------------------

Management believes that as a result of present market conditions and the recent
price of Senior Care stock in the present market, it may become necessary to
make a reverse split of outstanding common shares of the Company in order to
increase the stock price and make the Company more competitive and its stock
price more properly reflective of the Company's market strength. Management does
not believe that a reverse split is necessarily required at the present time but
believes that it should request an authorization from the shareholders to make a
reverse split if it should become required in order to benefit the Company. For
that reason, Management wishes to obtain authorization to make a reverse split
of outstanding common shares from a maximum of 1 share for each 30 shares
presently issued and outstanding. If the shareholders authorize this reverse
split, then Management could request that the Board of Directors authorize a
reverse split of any number from 2 to 30 for every share presently outstanding.
The determination would be left to the discretion of the Board of Directors and
would be made based upon their best judgment at the time and upon present market
conditions taking into consideration the Company's future needs and
requirements.

As you are no doubt aware, our common stock is traded over-the-counter under the
symbol SENR. The following table sets forth, for the periods indicated, the high
and low bid prices for the common stock, as reported by the OTC Bulletin Board
during 1999 and 2000. Common stock prices have been adjusted to reflect the
eleven for ten split effective October 17, 2000.

                                               Bid Price
                                         High              Low
                                        -----------------------
             1999
             ----
         First Quarter                  $  -0-          $  -0-
         Second Quarter                 $  -0-          $  -0-
         Third Quarter                  $  -0-          $  -0-
         Fourth Quarter                 $ 7 17/64       $ 3 19/64

             2000
             ----
         First Quarter                  $ 5 29/64       $ 3 19/32
         Second Quarter                 $ 4 1/4         $ 1 19/32
         Third Quarter                  $ 3 1/8         $ 1 1/8
         Fourth Quarter                 $ 1.75          $ .29

On December 31, 2000, there were approximately 3,000 holders of record of our
Common Stock.

As of December 31, 2000, there were 13,399,001 shares of common stock, $.001 par
value per share, which were outstanding and 5,000,000 authorized shares of
Preferred Stock par value .001 per share, of which 2,000,000 Class D shares of
Preferred Stock were outstanding after October 3, 2000.

Due to the severely depressed stock price during the fourth quarter of 2000,
Management believes that it may become necessary to make a reverse split. The
extent of the reverse split would be based upon the circumstances at the time of
consideration. For example, when the Company was considering listing on the
American Stock Exchange, the Exchange required a minimum stock price of $3.00
per share. At the time, Senior Care was trading at approximately $1.00 per
share. Management believes that a reverse stock split of at least a 3 to 1
reverse split would have brought the stock price up to $3.00 from the then $1.00
price. The price of Senior Care shares has been depressed considerably over the
last several months and this authorization would allow the Board of Directors to
make a reverse split of the shares of common stock outstanding to raise the
stock price if the same should become necessary.


                                       13
<PAGE>

Management recommends that the shareholders approve a resolution to authorize
the Board of Directors in its discretion to allow a one time reverse split of
the common shares of the Company, that reverse split not to exceed a 30 to 1
reverse split of shares.

Again, this measure required a majority vote of the outstanding shares or a
majority of 6,833,490 shares voting for the measure were required to vote for it
to pass the measure.

The results of the voting were as follows:

For               6,964,567
Against             133,481

Required to Pass  6,843,490

The measure passed and at the annual meeting of the Board of Directors which
followed the shareholders= meeting, the Board voted to implement a reverse split
of 1 share for each 30 shares owned to become effective on March 15, 2001.

Election of the Board of Directors for the Ensuing Year
-------------------------------------------------------

The shareholders will consider election of the Board of Directors for the
ensuing year. In each instance, the persons noted as candidates for the Board of
Directors are presently either on the Board of Directors or are part of the
Company's management team. What appears below is a discussion of each candidate
together with a chart showing when that person became a director or an officer
of the Company. Each of the persons named below are supported by Management.
Each of the persons discussed below are now on the presently constituted Board
of Directors except David Tsai and Bob Eschwege who will, if elected, become new
members of the Board of Directors. Two vacancies were created on the Board of
Directors during the year 2000 by the resignations of Al Harvey and Martin
Richelli. Management recommends that those seats now be filled by David Tsai and
Bob Eschwege. Management suggests the following slate of directors for the
ensuing year:

<TABLE>
<CAPTION>

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

Bob Coberly 33        Vice President,        August 31, 1999    VP since August 31, 1999
                      Chief Financial Officer,                  CFO since
                      Director                                  November 10, 2000

David Tsai 55         Vice President,        August 31, 1999    August 31, 1999

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>

A biography of each of the Directors was included in the Proxy Statement. It is
not included here as it appears elsewhere in this Annual Report in Part III,
Item 9.


                                       14

<PAGE>

The following was the result of the voting for members of the Board of
Directors, a vote of 6,833,490 being required for each member of the Board in
order to elect that person onto the Board for the ensuing year:

STEPHEN REEDER           FOR 6,964,567 AGAINST 309
BOB COBERLY              FOR 7,197,541 AGAINST 314
DAVID TSAI               FOR 5,937,541 AGAINST 1,215,314
SCOTT BRAKE              FOR 7,087,541 AGAINST 110,314
DAVID EDWARDS            FOR 7,197,541 AGAINST 314
JOHN TANNER              FOR 7,197,541 AGAINST 314
DENZEL HARVEY            FOR 7,197,541 AGAINST 314
BOB ESCHWEGE             FOR 5,982,541 AGAINST 1,215,314

The following persons were elected to the Board of Directors for the ensuing
year: Stephen Reeder, Bob Coberly, Scott Brake, David Edwards, John Tanner,
Denzel Harvey

The following persons were not elected and did not receive a majority vote:

David Tsai, Bob Eschwege

Following the meeting of the shareholders, on March 12, 2001, the Board of
Directors met and Stephen Reeder resigned as Chairman of the Board of Directors
and Chief Executive Officer. He also resigned from the Board of Directors. The
Board then elected Mervyn Phelan, Sr. to replace Mr. Reeder and named Mr. Phelan
as Chairman and Chief Executive Officer.

                                       15

<PAGE>

                                PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

                 TRADING MARKET AND RELATED MATTERS

         Our common stock is traded over-the-counter under the symbol SENC. The
following table sets forth, for the periods indicated, the high and low bid
prices for the common stock, as reported by the OTC Bulletin Board during 1999
and 2000. The share price has been adjusted to reflect the 11 for 10 stock split
which occurred on October 17, 2000:

                                               Bid Price
                                         High              Low
                                        -----------------------
              1999
              ----
         First Quarter                  $  -0-          $  -0-
         Second Quarter                 $  -0-          $  -0-
         Third Quarter                  $  -0-          $  -0-
         Fourth Quarter                 $ 7 17/64       $ 3 19/64

              2000
              ----
         First Quarter                  $ 5 29/64       $ 3 19/32
         Second Quarter                 $ 4 1/4         $ 1 19/32
         Third Quarter                  $ 3 1/8         $ 1 1/8
         Fourth Quarter                 $ 1.75          $ .29

         On December 31, 2000, there were approximately 3,000 holders of record
of our Common Stock.

         We have not paid any cash dividends with respect to our common stock,
and it is unlikely we will pay any dividends on our common stock in the
foreseeable future. We made a stock dividend of eleven shares for each ten
shares owned which was distributed to shareholders of record as of October 3,
2000 and was actually distributed on October 17, 2000.

                            DESCRIPTION OF SECURITIES

         Our authorized stock consists of 50,000,000 authorized shares of Common
Stock, par value $.001 per share, 13,399,001 shares of which were outstanding as
of December 31, 2000; and 5,000,000 authorized shares of Preferred Stock par
value .001 per share, of which no shares in Series A, Series B or Series C were
outstanding and 2,000,000 Class D shares of Preferred Stock were outstanding.

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 were fully paid and
nonassessable, with no personal liability attaching to the ownership thereof.

                                       16

<PAGE>

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

         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 Preferred 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.

         Series D Preferred may be converted into common stock over a period of
four years from the issue date which was on October 3, 2000, with 1/4 of the
number of preferred shares issued on October 3, 2000 becoming convertible on
each anniversary date into four common shares. There is no market for Series D
Preferred and therefore, if the stock were to be sold, it would necessarily be
converted at which time it would become common stock having been issued pursuant
to Section 4(2) of the Act and could only be sold pursuant to Rule 144. How and
when stock which is restricted can be sold under Rule 144 has been explained
elsewhere in this Prospectus. Thus after a period of four years, it is possible
that there could be a total of 8,000,000 additional common shares issued as a
result of annual conversions of Series D Preferred.

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

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

Item 6.  Management's Discussion and Analysis Of Plan of Operation

The following discussion of our financial condition and results of operations
should be read in conjunction with the consolidated financial statements and the
notes thereto.

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

         THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS REGARDING
US, OUR BUSINESS, PROSPECTS AND RESULTS OF OPERATIONS THAT ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES POSED BY MANY FACTORS AND EVENTS THAT COULD
CAUSE OUR ACTUAL BUSINESS, PROSPECTS AND RESULTS OF OPERATIONS TO DIFFER
MATERIALLY FROM THOSE THAT MAY BE ANTICIPATED BY SUCH FORWARD-LOOKING
STATEMENTS. FACTORS THAT MAY AFFECT SUCH FORWARD-LOOKING STATEMENTS INCLUDE,
WITHOUT LIMITATION: THE IMPACT OF COMPETITION ON OUR REVENUES, CHANGES IN LAW OR
REGULATORY REQUIREMENTS THAT ADVERSELY AFFECT OR PRECLUDE CUSTOMERS FROM USING
OUR SERVICES; AND FAILURE BY US TO KEEP PACE WITH EMERGING TECHNOLOGIES.

         WHEN USED IN THIS DISCUSSION AS WELL AS IN OTHER ITEMS IN THIS
PROSPECTUS, WORDS SUCH AS "BELIEVES", "ANTICIPATES", "EXPECTS", "INTENDS" AND
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BUT ARE
NOT THE EXCLUSIVE MEANS OF IDENTIFYING FORWARD-LOOKING STATEMENTS. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH
SPEAK ONLY AS OF THE DATE OF THIS REPORT. WE UNDERTAKE NO OBLIGATION TO REVISE
ANY FORWARD-LOOKING STATEMENTS IN ORDER TO REFLECT EVENTS OR CIRCUMSTANCES THAT
MAY SUBSEQUENTLY ARISE. READERS ARE URGED TO CAREFULLY REVIEW AND CONSIDER THE
VARIOUS DISCLOSURES MADE BY US IN THIS REPORT AND OTHER REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION THAT ATTEMPT TO ADVISE INTERESTED PARTIES OF
THE RISKS AND FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS.

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

The results of operations of the Company for the year ended December 31, 2000
compared to the year ended December 31, 1999 are discussed below and the
financial statements concerning operations for these periods are attached in
PART II, Item 7.

                                       17
<PAGE>

Revenues
--------

Presently, Senior Care receives income from rentals, sales of condominiums and
sales of furniture from the manufacturing operation at Noble Concept Furniture.
For the year ended December 31, 2000 gross rental income totaled $687,320, and
furniture sales totaled $5,282,355 compared with rental income of $100,428 for
the year ended December 31, 1999. There was no income from furniture sales
during 1999 because Senior Care did not purchase the furniture operations until
January 1, 2000. As of December 31, 2000, there had been no condominium sales.
Total gross income for the year ended December 31, 2000 was $5,974,619.

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

Sales, General and Administrative

Selling, general and administrative costs were $1,811,027 for the year ended
December 31, 2000, as compared to $140,892 for the year ended December 31, 1999.
This increase was primarily attributed to the fact that the Senior Care only
commenced operations in late 1999 and did not own the furniture manufacturing
operation until January 1, 2000.

Net Profit or loss
------------------

Senior Care had a net loss of $20,921 from non-manufacturing operations and a
profit of $26,548 from manufacturing operations for the year ended December 31,
2000 leaving a consolidated profit for that period of $5,617. However, after
adjustments for accumulated amortization, the Company had a net loss of
($71,361). This contrasts with a net loss on operations for the year ended
December 31, 1999 of $234,468. The turn around from loss to profit is primarily
attributable to manufacturing operations which commenced during the year 2000
and from the fact that Senior Care completed construction on Pecos Russell
Business Center resulting in increased rental income during 2000. The net loss
for the year ended December 31, 2000 was ($.005) per share basic and diluted
whereas the loss for the year ended December 31, 1999 was ($.05) per share,
basic and diluted.

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

To date, we have funded our capital requirements for our current from cash flows
from our operations, from real estate construction loans and from equity lines
of credit which the Company has available. Our cash position as of December 31,
2000 was $43,485 as compared to $38,117 as of December 31, 1999. During the year
2000, the Company had a net decrease of cash of ($1,114,999) from operating
activities. The Company had a net decrease of cash of ($8,449,962) from
investing activities and received net cash of $9,570,329 from financing
activities resulting in a net increase of cash of $5,368.

On May 1, 2000 the Company purchased Noble Furniture for 750,000 shares of
Company common stock valued at $3,187,500. The combination has been accounted
for by the purchase method. Accordingly, the Company recorded assets acquired at
their fair values. The Company accounted for the acquisition under the purchase
method of accounting and recorded a total of $1,732,240 in goodwill, which is
being amortized over 15 years.

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 an 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.

                                       18

<PAGE>


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

On August 31, 1999, the Company completed an asset purchase agreement where it
purchased the assets and liabilities of East-West Developer, Inc. for a note
payable of $700,000 and 1,480,122 shares or Senior Care Industries, Inc.'s
common stock and 400,000 shares of preferred stock. After that date, the Company
commenced operations and was no longer a development stage company.

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

Our greatest cash requirements during the next two years will be the need for
cash for real estate projects which generally will come from construction loans
which the Company will obtain directly from bank lenders, for funding growth
through future acquisitions of other companies who fit into the Senior Care
business model and for capital requirements of companies already owned by Senior
Care such as Rent USA. Noble Furniture already has a credit line from Celtic
Capital which the Company believes will meet Noble's requirements for the
immediate future.  Funds required for the development of the properties
acquired from Tri-National Development, Inc. will come from traditional
real estate loans.

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 our condominiums, single family residences, from
rents from our buildings including both commercial and residential properties
and from profits in our manufacturing facilities, both present and contemplated.
We may obtain future funding through new private financings and public offerings
of debt and equity securities and most certainly, will continue to borrow money
from banks and savings institutions to continue construction projects and real
estate development projects.

                                       19

<PAGE>

Item 8.  Financial Statements

                          Senior Care Industries, Inc.

                              FINANCIAL STATEMENTS
                                December 31, 2000

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

INDEPENDENT AUDITOR'S REPORT                                                 20

BALANCE SHEET - ASSETS                                                       21

BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY                         22

STATEMENT OF OPERATIONS                                                      23

STATEMENT OF STOCKHOLDERS' EQUITY                                            24

STATEMENT OF CASH FLOWS                                                      25

NOTES TO THE  FINANCIAL STATEMENTS                                           26



Ludlow & Harrison
A CPA Corporation
3545 Camino Del Rio South, Suite D
San Diego, CA 92108

INDEPENDENT AUDITOR'S REPORT

Board of Directors                                                April 2, 2000
Senior Care Industries, Inc. (the Company)
410 Broadway, 2nd Floor
Laguna Beach, CA 92651

We have audited the Balance Sheet of Senior Care Industries, Inc., as of
December 31, 2000 and the related Statements of Operations, Stockholders' Equity
and Cash Flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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 statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Senior Care Industries, Inc., as of
December 31, 2000, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ Ludlow & Harrison
---------------------
Ludlow & Harrison
A CPA Corporation

                                       20

<PAGE>

                           SENIOR CARE INDUSTRIES, INC.

                                  BALANCE SHEET

                                     ASSETS

                                                               December 31, 2000
                                                               -----------------

CURRENT ASSETS:

Cash                                                              $      43,485
Notes Receivable                                                         57,903
Accounts Receivable                                                     714,526
Inventory                                                               553,250
Deposits
 Equipment Deposits                                                       1,275
 Real Estate Deposits                                                   141,700
Prepaid Federal Income Tax                                                1,400
Prepaid State Income Tax                                                 15,720
Other Current Assets                                                     16,164
Prepaid expenses                                                          8,968
                                                                  --------------

Total current assets                                                  1,554,391
                                                                  --------------

FIXED ASSETS:

Machinery & Equipment                                                   134,835
Office Equipment                                                         17,681
Leasehold Improvements                                                   28,933
Capitalized Equipment Leases                                             50,673
Less: Accumulated Depreciation                                          (51,084)
                                                                  --------------
Total Machinery, Equipment & Leasehold Improvements                     181,038

Real Estate
 Construction in Progess-Capitalized Interest                           839,951
 Construction in Progress                                            14,889,307
 Rental Property                                                      1,800,000
 Capitalized Expenses on Real Estate Projects                         2,251,198
Less: Accumulated Depreciation                                          (44,284)
                                                                  --------------
Total Real Estate                                                    19,736,172
                                                                  --------------
Total Fixed Assets                                                   19,917,210

OTHER ASSETS:

Goodwill Noble Furniture                                              1,732,240
Investment in Rent USA, Inc.                                          2,250,000
Investment in LLC                                                     3,234,000
Less: Accumulated Amortization                                          (76,088)
                                                                  --------------
Total Other Assets                                                    7,139,252
                                                                  --------------
TOTAL ASSETS                                                      $  28,610,854
                                                                  ==============

See accompanying notes and auditor's report.

                                       21

<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                                  BALANCE SHEET

                       LIABILITES AND STOCKHOLDERS' EQUITY


                                                             December 31, 2000
                                                             -----------------

CURRENT LIABILITIES:

Accounts Payable                                                 $    462,585
Accrued Payroll Payable                                                11,178
Garnishment Payable                                                       552
Payroll Taxes Payable                                                   7,597
Accrued State Income Taxes Payable                                      4,090
State Sales Tax Payable                                                   512
Notes Payable, Current Portion                                         23,074
Reserve Accounts                                                        4,995
                                                                 -------------
Total Current Liabilities                                             514,584

LONG TERM LIABILITIES

Notes Payable, Non Current Portion                                  2,561,021
Real Estate Loans Payable                                          13,024,623
                                                                 -------------
Total Long Term Liabilities                                        16,100,228
                                                                 -------------

TOTAL LIABILITIES                                                  16,100,228
                                                                 -------------

STOCKHOLDERS' EQUITY:

Series D convertible preferred stock, $.001 par value
2,000,000 shares authorized and outstanding                             2,000
Common stock, $0.001 par value, 50,000,000 shares
authorized, 13,399,001 shares issued and outstanding                   13,399
Additional paid in capital                                         14,639,861
Accumulated deficit                                                (2,144,634)
                                                                 -------------

Total stockholders' equity                                         12,510,634
                                                                 -------------

TOTAL LIABILITES AND STOCKHOLDERS' EQUITY                        $ 28,610,854
                                                                 =============

See accompanying notes and auditor's report.


                                       22

<PAGE>
<TABLE>

                               SENIOR CARE INDUSTRIES, INC.

                                 STATEMENTS OF OPERATIONS

                                      For Years Ended
<CAPTION>

                                                              December 31, 1999 December 31, 2000
                                                              ----------------- -----------------
REVENUES:
<S>                                                             <C>               <C>
Property rental                                                 $   100,428       $   687,321
Sales                                                                               5,416,210
Other Income                                                                            1,750
Sales Returns & Discounts                                                            (135,605)
Interest Income                                                                         4,943
                                                                ------------      ------------
Total Income and Net Sales                                          100,428         5,974,619

Less: Cost of Goods Sold
 Beginning Inventory                                                                  746,157
 Materials, wood                                                                    1,604,900
 Materials, other                                                                     711,174
 Labor                                                                              1,005,100
 Insurance, Workmen=s Compensation                                                    109,557
 Payroll Taxes                                                                         97,480
 Freight                                                                               39,587
 Depreciation                                                                          51,084
 Insurance, General Liability                                                          14,492
 Repairs and Maintenance                                                               43,401
 Small Tools                                                                           16,073
 Shop Supplies                                                                        116,065
 Rent                                                                                 229,370
Less: Ending Inventory                                                               (553,250)
                                                                ------------      ------------

Total Cost of Goods                                                                 4,231,730

COSTS AND EXPENSES:

Selling, general and administrative                                 314,080         1,811,027
State Income Tax                                                                        3,223
                                                                ------------      ------------
         Total costs and expenses                                   314,080         1,814,250
                                                                ------------      ------------


Profit or Loss                                                     (213,652)          (71,361)

Loss on discontinued operation, net of tax of $0                    (20,816)                0
                                                                ------------      ------------

Profit or Loss                                                  $  (234,468)      $   (71,361)
                                                                ============      ============

Weighted average number of common shares outstanding:
                  Basic and diluted                               4,784,546        13,399,001
                                                                ============      ============
   Net Profit or loss attributable to common shareholders
       per share:
                  Basic and diluted                             $     (0.05)      $    (0.005)
                                                                ============      ============
</TABLE>

See accompanying notes and auditor's report.

                                       23

<PAGE>
<TABLE>

                          SENIOR CARE INDUSTRIES, INC.

                             STATEMENT OF CASH FLOWS

                               For the Year Ended
<CAPTION>

                                                           December 31, 1999  December 31, 2000
                                                           -----------------  -----------------
<S>                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Profit or loss                                          $   (234,468)      $    (71,361)


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

Depreciation expense                                              22,222             73,147
Amortization expense                                                                 76,988
Loss on discontinued operation                                    20,816

Changes in operating assets and liabilities:
Inventory                                                                          (553,250)
Accounts Receivable                                                                (772,420)
Prepaid expenses                                                  (2,550)          (182,677)
Accrued interest expense                                          65,333
Accounts Payable                                                                    314,583
                                                            -------------      -------------
         Net cash used in operating  activities                 (128,647)        (1,114,999)
                                                            -------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES:

Costs of real estate construction                             (3,884,857)        (4,235,600)
Acquisition of Noble fixed assets                                                  (232,199)
Acquisition of Noble goodwill                                                    (1,732,240)
Investment in Rent USA                                                           (2,250,000)
                                                            -------------      -------------

         Net cash in investing activities                     (3,884,857)        (8,449,962)

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock and paid in capital transactions                      5,000          4,385,631
Proceeds from construction/real estate and other loans         4,045,789          5,184,658
                                                            -------------      -------------

         Net cash provided by financing activities             4,050,789          9,570,329
                                                            -------------      -------------
Net increase  in cash                                             37,285              5,368

Cash at beginning of period                                          832             38,117
                                                            -------------      -------------
Balance at end of period                                    $     38,117       $     43,485
                                                            =============      =============
Supplemental disclosure of cash flow information
   Cash paid during the year for:
                  Interest expense,
                  Net of amounts capitalized                $     81,433       $    758,518
                                                            =============      =============
</TABLE>

See accompanying notes and auditor's report.

                                       24

<PAGE>
<TABLE>

                                              SENIOR CARE INDUSTRIES, INC.

                                      STATEMENT OF CHANGES IN STOCKHOLDERS'
                                     EQUITY For the Years Ended December 31,
                                     1999 and 2000
<CAPTION>

                              Series A          Series B         Series D                       Additional                 Total
                          Preferred Stock  Preferred Stock   Preferred Stock   Common    Stock    paid-in  Accumulated Stockholder's
                          Shares   Amount  Shares    Amount  Shares    Amount  Shares    Amount   capital    Deficit      Equity
                          ----------------------------------------------------------------------------------------------------------
<S>                         <C>         <C> <C>       <C>    <C>        <C>    <C>        <C>    <C>         <C>         <C>
Balances as of
December 31, 1998
and 1997                    34,500      34        -   $    -     -       -       182,032     182  1,860,237  (1,838,805)     21,648

Common stock
issued for cash                  -       -        -        -     -       -     5,000,000   5,000          -           -       5,000

Stock issued for net
assets  purchased from
East-West Community
Developer, Inc.                  -       -  400,000      400     -       -     1,480,122   1,480   8,402,296          -   8,404,176
(as restated - see Note 2)

Net loss                         -       -        -        -     -       -             -     -             -   (234,468)
(234,468)
(as restated - see Note 2)

Balances as of
December 31, 1999           34,500      34  400,000      400     -       -     6,662,154  $6,662  10,262,533 (2,073,273)  8,196,356
                           ---------------------------------------------------------------------------------------------------------
Conversion of
Series A Preferred         (34,500)    (34)                                      172,500     172                                172

Conversion of
Series B Preferred                         (400,000)    (400)                  2,000,000   2,000                              2,000

Common Stock for
Purchase of Assets                                           2,000,000  2,000    750,000     750   5,434,750              5,436,750

Stock Dividend
11 shares for 10                                                               1,132,411   1,133  (1,131,278)            (1,131,273)

Stock Issued to
Consultants, Officers
& Directors                                                                    2,540,772   2,541    (500,192)              (500,192)

Regulation S Stock
issued to Europeans                                                              141,164     141      72,284                 72,234

Net Loss                                                                                             (71,361)               (71,361)
Balances as of
December 31, 2000            -       -        -        -    2,000,000  2,000  13,399,001  13,399  14,066,736 (2,144,634) 12,510,626
                           =========================================================================================================
</TABLE>

See accompanying notes and auditor's report.

                                                           25

<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                                December 31, 2000

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized February 26, 1968 under the laws of the State of Idaho
as Golden Chest, Inc. ("the Company"). During all of 1998 and through April
1999, the Company was inactive.

On April 2, 1999, the Company transferred its existing assets and liabilities to
Paymaster Resources Incorporated. The net book value of these assets and
liabilities totaled $20,816, which is recorded as a loss from discontinued
operations in the accompanying statement of operations for 1999.

On April 2, 1999, the Company Board of Directors authorized a 1 for 100 reverse
stock split of the Company's $0.10 par value common stock. On April 3, 1999, the
Company's Board of Directors approved increasing the authorized common stock to
25,000,000 shares at $0.001 par value and increasing the authorized preferred
stock to 5,000,000 shares at $0.001. For purposes of comparison, all financial
statements reflect the retroactive effects of the reverse split and the changes
in par value and authorized common and preferred stock.

On April 30, 1999, the Company completed an asset purchase agreement where it
purchased the assets and assumed the liabilities of East-West Developer, Inc.
("East-West") for a note payable of $700,000, 1,480,122 shares of common stock,
and 400,000 shares of Series B preferred stock. The Series B preferred stock was
converted on April 5, 2000 to common stock in the Company. The total value of
the acquisition of $8,404,176 was based on the book value of net assets of
East-West, which consist of real estate assets that were recently appraised and
related real estate loans. Management felt that the recent appraisals where
sufficient determinants of value as of the acquisition date.

On August 26, 1999, the Company changed its name to Senior Care Industries, Inc.
and the corporate situs to Nevada.

The Company previously reported its financial statements under SFAS 7 as a
developmental stage company. During fiscal 1999, the Company was no longer
considered in the development stage as it has generated income from its intended
sources since that year.

The Company had a net loss of ($71,361) for the year ended December 31, 2000
which increased its accumulated deficit to ($2,144,634) as of that date.
Management believes its rental operations, acquisitions and anticipated sales of
condominium units beginning in the first quarter of 2001 will be sufficient to
fund its operations and meet its working capital requirements through the end of
2001 and beyond. There is no assurance that the Company will be able to generate
sufficient revenues or obtain sufficient funds where needed, or that such funds,
if available, can be obtained on terms satisfactory to the Company.


NOTE 2 - - ACCOUNTING POLICIES AND PROCEDURES

Accounting polices and procedures are as follows:

a.   The Company uses the accrual method of accounting, recording revenues when
     a transaction occurs where the Company has a reasonable expectation of
     receiving the revenue. In reporting sales of real estate, the Company
     follows the accounting principles prescribed by Statement of Financial
     Accounting Standards No. 66, "Accounting for Sales of Real Estate." Profits
     are recognized when title has passed, the buyer has made a substantial
     commitment, the usual risks and rewards of ownership have been transferred
     to the buyer and the terms of any notes received from the buyer give the
     Company reasonable assurance of collection.

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


                                       26

<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                                December 31, 2000

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES, CONTINUED


c.   The cost of buildings and improvements are depreciated over the estimated
     useful life when they are placed in service. The Company utilizes the
     straight-line method of depreciation calculated over thirty years.

d.   The preparation of financial statements in conformity with generally
     accepted accounting principles requires that management make estimates and
     assumptions which affect the reported amounts of assets and liabilities as
     of the date of the financial statements and revenues and expenses for the
     period reported. Actual results may differ from these estimates. Any
     adjustments applied to estimated amounts are recognized in the year in
     which such adjustments are determined.

e.   The Company is required to estimate the fair value of all financial
     instruments included on its balance sheet at December 31, 2000. The Company
     considers the carrying value of such amounts in the financial statements
     (cash, real estate loans and note payable) to approximate their fair value
     due to the relatively short period of time between origination of the
     instruments and their expected realization and interest rates, which
     approximate current market rates.

f.   The Company has net operating loss carry forwards as of December 31, 2000
     that results in a deferred tax asset of approximately ($2,144,634). The
     Company has recorded a valuation allowance of against this asset in
     accordance with Statement of Financial Accounting Standards No. 109
     "Accounting for income taxes." The Company will review its need for a
     provision for income taxes after each operating quarter and each period for
     which a statement of operations is presented. The Company's marginal tax
     rate is 0% as a result of the valuation allowance.

g.   Basic net income per common share is computed by dividing the net income
     available to common stockholders for the period by the weighted average
     number of common shares outstanding during the period. Incremental common
     shares issuable upon the exercise of convertible preferred stock and
     options, are included in the computation of diluted net income per common
     share to the extent such shares are dilutive.

h.   The Company evaluates the recoverability of long-lived assets in accordance
     with Statement of Financial Accounting Standards ("SFAS") No. 121,
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed of." SFAS No. 121 requires recognition of impairment
     of long-lived assets in the event the net book value of such assets exceeds
     the future undiscounted cash flows attributable to such assets. At December
     31, 2000, management determined that there has been no impairment of the
     Company's long-lived assets. There can be no assurance, however, that
     market conditions will not change or demands for the Company's services
     will continue which could result in future long-lived asset impairments.

NOTE 3 - REAL ESTATE

Real estate is made up of the following at December 31, 2000:

Rental property                                              $ 1,800,000
Capitalized Construction Interest                                839,951
Capitalized Expenses                                           2,251,199
Construction in progress                                      14,889,306
Less: Accumulated Depreciation                                   (44,285)
                                                             ------------
                                                             $19,736,172
                                                             ============

In addition to construction in progress is construction - period interest
totaling $839,951 which is capitalized in accordance with Statement of Financial
Accounting Standards No. 34, "Capitalization of Interest Costs."

                                       27

<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                                December 31, 2000


NOTE 4 - MORTGAGE DEBT

The Company has mortgage obligations as summarized below.

Friendly Bear Property
----------------------
A secured term loan with a bank, bearing interest at 8.5%, payable
in equal monthly installments of $17,312.
Balloon payment due 2009.                                            $2,139,435

Signature Property
------------------
A construction loan with a mortgage company, bearing
interest at 12.5% payable in interest only monthly installments
of $26,695. Balloon payment due June 1, 2001.                         2,297,025

Pecos Russell
-------------
A construction loan with a mortgage company, bearing interest
at 12.5% payable in interest only monthly installments of $11,219.
Balloon payment due January 2000. The loan was refinanced with a bank
bearing interest at 9.25% payable in monthly installments of principal
of $9,400 plus interest through December 2009. Balloon payment due
January 2010.                                                         2,753,478

Broadway Property
-----------------
A 1st trust deed loan with a bank, bearing interest at 8.375%
payable in monthly installments
of principal and interest of $7,116 through March 2027.                 692,079

A 2nd trust deed loan with a bank, bearing interest
at 11% payable in monthly installments of principal
and interest of $2,200 through January 2001. Balloon
payment due February 2002.                                              311,789

Evergreen Manor Property
------------------------
A construction loan with a bank, bearing interest
at prime plus 1.25% payable in interest only monthly
installments of $17,538. Balloon Payment due
February, 2002.                                                       4,830,817
                                                                    ------------
Total                                                               $13,024,623
                                                                    ============

                                       28

<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                                December 31, 2000

NOTE 4 - MORTGAGE DEBT, CONTINUED

Maturities of mortgage notes payable are as follows:

         2001                                                     2,297,025
         2002                                                     5,142,606
         2003                                                       170,900
         2004 and thereafter                                      7,610,531
                                                                ------------

                                                                $13,024,623
                                                                ============

In addition, the Company as part of the asset purchase agreement with East- West
Community Developer, agreed to issue to a non-related third party a $700,000
note with principal and accrued interest due on March 29, 2002. The note has no
pre-payment penalty and an interest rate of 14%. The Company also has a secured
credit line with Celtic Capital secured by inventory and accounts receivable of
Noble Furniture and an unsecured credit line with American Auditors, LLC.
Outstanding balances on the Celtic and American Auditors credit lines as of
December 31, 2000 totaled $1,888,667.

NOTE 5 - COMMON STOCK

On May 1, 2000 the Company purchased Noble Furniture for 750,000 shares of
Company common stock valued at $3,187,500. The combination has been accounted
for by the purchase method. Accordingly, the Company recorded assets acquired at
their fair values. The Company accounted for the acquisition under the purchase
method of accounting and recorded a total of $1,732,240 in goodwill, which is
being amortized over 15 years.

The Articles of Incorporation authorize 50,000,000 shares of common stock. As of
December 31, 2000, the Company had a total of 13,399,001 shares outstanding.

NOTE 6 - PREFERRED STOCK

SERIES A
--------
As of April 2, 1999 the Company had 34,500 of its Series A preferred stock,
convertible at .12 shares of the Company's $0.001 par value common stock for 1
share of preferred. The Series A preferred shares have no preferences for the
payment of dividends or liquidation preferences. Those shares were converted to
172,500 shares of common stock on April 5, 2000. There are presently no Class A
Preferred shares outstanding.

SERIES B
--------
On April 30, 1999 as part of the East-West purchase the Company issued 400,000
shares of its Series B preferred stock, par value $0.001, convertible at 5
shares of common stock for each share of preferred stock converted. The Series B
preferred shares have no preferences for the payment of dividends or liquidation
preferences. The option to convert the stock to common shares was exercised on
April 30, 2000. As of December 31, 2000, there were no Series B Preferred shares
outstanding.

SERIES C
--------
The Company set up Series C preferred stock for the purpose of issuing stock in
exchange for land in Tennessee. That transaction was canceled and the stock
issued was voided. There is presently no Series C preferred stock outstanding.

SERIES D
--------
On October 3, 2000, the Company issued 2,000,000 shares of Series D preferred
stock to Rent USA, Inc. in exchange for 5,000,000 shares of common stock in Rent
USA, Inc. which was issued to Senior Care. The transaction had a stated value in
the contract of $2,250,000.

NOTE 7 - - COMMITMENTS

The Company has an equipment lease requiring payments of $320 per month which
will expire in July, 2002.

                                       29

<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                                December 31, 2000

NOTE 8 - STOCK BENEFIT PLAN

The Board of Directors authorized the 2000 Stock Option Plan under the terms of
which stock options were given to certain officers and directors of the Company.
A total of 584,792 shares of common stock were issued under the terms of the
2000 Stock Option Plan to officers and directors during the year 2000.

NOTE 9 - EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per share for
the period January 1, 2000 to December 31, 2000.

         Numerator:
                  Numerator for basic net profit per share           $  (71,361)
                                                                      ==========
         Denominator:
                  Denominator for basic loss per share - weighted
                    average shares outstanding                        13,339,001
                                                                      ==========

NOTE 10 - LITIGATION

The Company has been named in litigation in the ordinary course of its business.
Management believes the resolution of the matter will have an immaterial effect
on the Company's financial position and results of operations.

NOTE 11  - STOCK OPTION

On April 5, 1999, in connection with the acquisition of East-West, the Company's
Board of Directors authorized the Company to grant a consultant the right to
subscribe for and purchase up to 5,000,000 shares of the Company's common stock,
$0.001 par value at an exercise price of $0.00083333 per share expiring on April
5, 2001. On April 5, 2000, the holder of the option returned the option to the
Company marked void and it was canceled on the books of the Company.

NOTE 12 - SUBSEQUENT EVENTS

Reverse Split of Common Shares
------------------------------

On March 12, 2001, the Shareholders authorized and the Board of Directors voted
that all holders of common stock would receive 1 share of common stock for each
30 shares owned as of March 15, 2001. This resulted in reducing the number of
common shares outstanding as of that date from 13,399,001 to 3,457,749.

Purchase of Assets of Tri-National Development Corporation
----------------------------------------------------------

On March 28, 2001, Senior Care purchased certain real estate assets of
Tri-National Development Corporation and assumed all debt encumbering that real
estate.

Through this transaction, Senior Care obtained approximately $58,450,000 in real
estate assets with a net value of approximately $35,950,000 after subtracting
assumed real estate debt and new debt acquisition to complete the transaction. A
pro forma showing how the addition of these assets will affect the Balance Sheet
of Senior Care is attached as Exhibit 99.

NOTE 13 - 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.

                                       30

<PAGE>

Item 8.  Changes in and disagreements with Accountants on Accounting & Financial
         Disclosures

The Company's original accountant was James Slayton, CPA who provided the
Company with the audit for the filing of its Registration Statement as a
Development Stage Company in 1999.

James E. Slayton, the Company's auditor through the early part of 1999 made the
following qualification in his Auditor's Report which was attached to the
original Registration Statement filed by the Company on Form 10SB as a
developmental stage company filed on December 23, 1999 and covering the audit
period from date of inception through April 30, 1999:

"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. as discussed in Note 3 to the financial
statements, the Company has had limited operations and has not established a
long term source of revenue. The Company has had operating losses in its
previous operating periods. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty."

Note 3 to the Financial Statements stated as follows:

"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."

The Company then engaged John Spurgeon, CPA, who audited the Company's business
for the fiscal year ended December 31, 1999 and whose restated audit was filed
by the Company on Form 10KSB/A on June 27, 2000. This audit contains no adverse
opinion or disclaimer of opinion nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.

On August 1, 2000, the Company engaged the auditing firm of Mendoza and Berger,
CPA"s, 25200 La Paz Road, Suite 111, Laguna Hills, CA 92653, telephone (949)
598-8105 as accountant for the special purpose of auditing the first quarter of
2000 which was a special requirement made upon the Company by the American Stock
Exchange as a part of the Company's application to become listed on that
exchange. The reason for the selection of Mendoza & Berger to perform this audit
rather than the audit being performed by the Company's then principal
accountant, John Spurgeon, CPA, was as follows:

The Company made application with the American Stock Exchange and in connection
with that application, the analyst requested information regarding the status of
the Company's auditor with AICPA as a member of the SEC practice section. The
Company's auditor, John Spurgeon, CPA was admitted to the practice section on
April 3, 2000. However, he had not undergone peer review. Because the work done
to audit the Company's financial statements for the year 1999 was done prior to
the admission to the practice section, it was determined that the audit should
be redone after his admission and that the work should be reviewed by a member
of the practice section who had already undergone peer review since the
Company's auditor, John Spurgeon had not.

For that reason, the Company engaged the firm of Corbin & Wertz to review Mr.
Spurgeon's work for the year 1999 which would be reviewed by Corbin & Wertz,
CPA's who were members of the practice section and had undergone peer review.

However, once the reviewed restated audit for 1999 was filed on an amended
10KSB/A on June 27, 2000, it was determined that a stub audit for the first
quarter of the year 2000 would be required in lieu of a complete re-audit of the
year 1999 since the review by Corbin & Wertz was not deemed sufficient by the
Exchange since it required the principal auditor to be a member of the Practice
Section and not merely the Auditor's reviewing firm.

As a result, the Company then solicited bids from three auditing firms, all of
whom were members of the SEC Practice Section of the AICPA. The lowest bid and
the firm which the Company believed could complete the audit most readily was
Mendoza & Berger whom the Company then engaged as its auditor to undertake that
work and to become its regular auditor.

                                       31

<PAGE>

The engagement of Mendoza & Berger for the purpose of performing the audit of
the first quarter of 2000, was recommended and approved by the Board of
Directors after considering all of the information set forth hereinabove.

The Company is unaware of any disagreement between James Slayton, John Spurgeon,
Mendoza & Berger and/or Corbin & Wertz in connection with any audit which was
performed by James Slayton or John Spurgeon for any of the prior two fiscal
years and/or any subsequent period preceding the date when Mendoza & Berger were
engaged and there are no disagreement with any former accountant on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.

                                       32

<PAGE>

                                Part III

Item 9.  Directors, Executive Officers, Promoters And Control Persons;
         Compliance with Section 16(a) of the Act

         MANAGEMENT

         Our Directors and Executive Officers, on March 15, 2001 including
officers and directors who were in office as of December 31, 2000 but were no
longer in office as of March 15, 2001, and their ages, positions held with the
Company, length of time in such positions, and term of office are set forth
below:

<TABLE>
<CAPTION>

Name and Age          Current Position       Director Since     Officer Since
------------          ----------------       --------------     -------------
<S>                   <C>                    <C>                <C>
Mervyn Phelan, Sr. 60 Chairman, CEO          March 12, 2001     March 12, 2001
                      Director

Stephen Reeder 50     Chairman, CEO,         August 31, 1999    August 31, 1999
                      President,             Resigned           Resigned as CEO
                      Director               March 12, 2001     March 12, 2001

Richard Hart 52       Vice President,        August 31, 1999    August 31, 1999
                      Director               Term Ended         Term Ended
                                             March 12, 2001     March 12, 2001

Bob Coberly 33        Vice President,        August 31, 1999    VP since August 31, 1999
                      Chief Financial Officer,                  CFO since November 10, 2000
                      Treasurer                                 Treas. since March 12, 2001
                      Director

David Tsai 55         Vice President,                           August 31, 1999

John Cruickshank 60   Vice President                            VP since April 18, 2000
                      Secretary                                 Sec. since November 10, 2000
                      Director               March 12, 2001

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>

         The principal occupations and positions for the past several years of
each of our executive officers and directors are as follows:

                                       33

<PAGE>

Mervyn Phelan, Sr., Chairman, Chief Executive Officer, Director

Mr. Phelan is a licensed real estate broker in the State of California. Since
1988, he has been a business and lending consultant to a large number of small
and mid-sized companies. From approximately 1988 until 1997, during the
nationwide recession, he specialized in the field of bankruptcy reorganizations.
He has vast experience in the field of preparing businesses and their management
team to break into normal financing channels even though the businesses may be
financially challenged and under-capitalized. He pioneered innovative purchase
and financing techniques for distressed property owners which effectively helped
distressed sellers and provided value for new purchasers. In 1985, Mr. Phelan
purchased Camino Real Savings & Loan, renamed it First California Savings Bank
and aggressively entered the field of apartment building and hospitality-related
commercial lending. First California was began making super priority loans in
Chapter 11 Bankruptcy cases, also known as priming liens, loans used to save
property from liquid- ation. Mr. Phelan=s career in the hospitality industry as
a broker, business consultant and acquisition manager has spanned 35 years.

Stephen Reeder: President [Resigned as President Effective March 31, 2001]

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.

Richard Hart: Vice President, Director [Term Ended as Vice President and
Director as of March 12, 2001]

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. He is a licensed general contractor in the State of
California and is licensed to build all types of residential and wood frame
construction commercial property.

During the last five years, Mr. Hart has been the 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.

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
business and financial consultant in Los Angeles, California.

David Tsai: Vice President

Mr. Tsai is a licensed architect. He 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.

                                       34

<PAGE>

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

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

Mr. Tsai's employment for the prior 5 year period has been as the principal of
Tsai Development and Construction, in Monterey Park, California. He is the
principal designer and builder of the Evergreen Manor II owned by Senior Care.

Robert Coberly: Chief Financial Officer, Treasurer, Director

Mr. Coberly graduated Magna Cum Laude from the University of San Diego in 1990
with a degree in Business Administration with an emphasis on finance. He brings
8 years of real estate experience to the Senior Care Industries Inc., management
team. Mr. Coberly will focus on retail and residential development with the
company, utilizing his national network of contacts gained through his years
with CB Commercial and Marcus & Millechap. Mr. Coberly has initiated and sold
over $100,000,000 in real estate throughout the United States and will focus on
the eastern U.S. for the Company. He is a licensed real estate broker.

Mr. Coberly's employment for the prior 5 year period has been as a real estate
agent with CB Commercial and Marcus & Millechap, in Los Angeles, California.
Recently, he relocated to Capital Realty in South Pasadena, California.

John Cruickshank, Senior Vice President, Secretary, Director

Mr. Cruickshank is a graduate of the University of Vermont and Boston College
Law School. For the last 10 years he has been a business consultant working
mainly in connection with the law offices of Lawrence R. Young & Associates,
P.C. in Downey, California as a consultant to Mr. Young's clients on business
affairs. He left that position and joined Senior Care in April of 2000.

David Edwards, Director

David Edwards resides in London, England and is in the international antiques
importing business. He was born in London in 1948 and attended school at St.
Georges. He was for many years the owner and operator of six major licensed
premises in London. He is now retired from that business and spends most of his
time in charitable endeavors including acting as trustee and vice-chair of the
national charity for children suffering from cancer, the Lennox Appeal, is a
member of the Sudbury Rugby Football Club and trustee of the Mountview Drama
School.

John Tanner, Director

John Tanner was born in 1964 in Dublin, Ireland, was educated at the Delasalle
Brother's School, embarked on a career in hotel management after attending the
Royal Marine Hotel Management Course. He presently resides in East Anglia in the
United Kingdom and maintains a large stable of horses, trains horses and is a
member of the British Show Hack & Riding Association and the British Sports
Horse Society. He competes in various horse shows and rides the hunt with the
Thorlow in Suffock and, has been awarded a number of hunt buttons by four other
hunts in the British Isles.

He presently is also in the antique business, has developed a serious interest
in architecture and design. After rebuilding and remodeling Westgate House in
Long Melford, he found himself rebuilding and redesigning houses of significance
in England, Ireland, Spain and Germany.

                                       35

<PAGE>

Denzel Harvey, Director

Denzel Harvey has been for the last twenty years the owner and operator of
Northland Rental & Supply, a heavy equipment rental company in San Dimas,
California. His company has an exclusive arrangement with Rent USA to supply
equipment to Northland for its customers. He is the brother of Al Harvey, the
founder of Rent USA, Inc. Northland is a part of 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. Denzel Harvey is a
disabled veteran. Because of the agreement between Rent USA and Northland,
Northland is able to favorably compete on all expenditures for State of
California and Federal public works projects. The agreement between Northland
and the Rent USA provides for an exclusive marketing arrangement whereby the
Rent USA provides 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. There are only 600 DVBE registered
businesses in the California and only one in the heavy construction field
according to the Disabled Veterans Alliance. 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.

Bob Eschwege, Vice President and Manager of Noble Furniture

Mr. Eschwege founded Noble Furniture in 1989 and has been with the Company since
its inception. He handles all aspects of oversight of manufacture, design, and
distribution. He is a master furniture and cabinet maker whose expertise goes
far beyond the manufacturing of furniture to the showing and sale of the product
to distributors nationwide.

Item 10.  Executive Compensation

         The following table sets forth the Summary Compensation Table for all
of our officers and directors who served during the last three fiscal years. 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-      29,792     -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-

                                       36

<PAGE>

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

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 or director of Senior Care, John Cruickshank
received compensation of 50,000 pre-reverse split shares of common stock in lieu
of cash for consulting services during 1999.

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

The Company presently has no compensation committee.

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

We have 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

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following sets forth the number of shares of our Common Stock
beneficially owned by (i) each person who, as of December 31, 2000, 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
December 31, 2000, there were a total of 13,399,001 shares of Common Stock
issued and outstanding and 2,000,000 shares of Series D Preferred Stock
outstanding.

                                       37

<PAGE>

NAME AND ADDRESS                     AMOUNT AND NATURE OF             PERCENT OF
OF BENEFICIAL OWNER                  BENEFICIAL OWNERSHIP (1)(2)      CLASS
-------------------                  ---------------------------      ----------
(i)  Rent USA, Inc.                   2,000,000 Restricted            Preferred
     P.O. Box 10                                                      Series D*
     San Dimas, CA 91733                                              100%

     Madeline Farah                     400,000 Restricted
     Aziz Holding Corp.                 400,000 Restricted            5.98%
     50 Laura Drive
     Cedar Grove, NJ 07009

     Evergreen Manor II, LLC          1,600,000 Restricted           11.94%
     c/o Craig Brown
     Managing Member
     410 Broadway, Suite 203
     Laguna Beach, CA 92651

(ii) Bob Eschwege                       150,000 Restricted
     Officer                             55,000 Registered            1.53%

(iii) Officers and Directors
      as a group                        610,000 Registered            4.55%
                                        (Not including Bob Eschwege)

* Series D Preferred may be converted into common stock in the Company on a
schedule which allows 1/4 of these Series D Preferred shares to be converted to
four shares of common stock on each anniversary date, that being October 3,
2000, of the issuance of those shares over a period of four years.


(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.

Item 12.  Certain Relationships and Related Transactions

         In the last three years, we have made transactions with our common
stock for cash, services, and acquisitions which were not registered under the
Securities Act of 1933.

         We have issued stock for services rendered for investor relations and
other consulting services which were performed by Geneva Group, Inc., OTC
Financial Network, The Hawke Group and Top 10 Financial Services. This stock was
issued in lieu of cash payments or in addition to cash payments in certain
circumstances.

                                       38

<PAGE>

         Additionally, we have issued stock to acquire assets as follows:

(1) On April 30, 1999, the Company completed an asset purchase agreement where
it purchased the assets and assumed the liabilities of East-West Developer, Inc.
for a note payable of $700,000, 1,480,122 shares of common stock, and 400,000
shares of Series B preferred stock which was convertible from 1 preferred share
into 5 common shares. The preferred stock was converted in April, 2000. The
total value of the acquisition of $8,404,176 based on the book value of net
assets of East-West, which consisted of real estate assets that were appraised
less related real estate loans.

(2) On May 15, 2000, the Company completed the purchase of Noble Concept
Fidelity, Inc., a furniture manufacturing operation in San Diego, California in
which it issued 750,000 shares of stock to shareholders of Cyrus Industries,
Inc., the then owner of 80% of the shares of Noble Concept Fidelity, Inc., and
150,000 shares of common stock to Bob Eschwege, the manager, operator of the
furniture company that was its founder and formerly 20% owner of Noble Concept
Fidelity, Inc.

(3) On October 3, 2000, the Company completed the purchase of a controlling
interest in Rent USA, Inc. in a stock swap in which Senior Care received
5,000,000 shares of Rent USA and Rent USA received a total of 2,000,000 shares
of Series D Preferred Stock in Senior Care. At the time of the transaction, Rent
USA had 6,098,289 shares of common stock outstanding. The sale to Senior Care of
5,000,000 shares of Rent USA raised the number of outstanding shares in Rent USA
to 11,098,289 common shares outstanding. Based upon the financial statements of
Rent USA as of the date of the closing of the transaction, the shares which
Senior Care received had a book value of approximately $.45 per share or
$2,250,000.00. Thus, the value assigned to the Senior Care Series D Preferred
shares issued to Rent USA was $1.125 per share.

In connection with these acquisitions, we have issued our common shares as shown
below:

<TABLE>
<CAPTION>

Name            Date of Issuance          Number of Shares           Value of Shares at Issuance
------------     ----------------          ----------------           ---------------------------
<S>             <C>                      <C>                         <C>
Madeline Farah  Aug.31, 1999              400,000                    $1,111,500.00
Aziz Holdings   Aug.31, 1999              400,000                    $1,111,500.00
Friendly Bear   Aug.31, 1999              105,000                    $  233,415.00
Signature Prop. Aug.31, 1999              110,000                    $  244,530.00
Pecos Russell   Aug.31, 1999              200,000                    $  444,600.00
Broadway Acacia Aug.31, 1999               70,000                    $  155,610.00
Evergreen Manor Aug.31, 1999            2,200,000 *                  $4,890,600.00
Bob Eschwege    May 15, 2000              150,000                    $  226,893.00
Shareholders
of Cyrus
Industries      May 15, 2000              750,000                    $1,223,107.00
</TABLE>

* Originally, Evergreen Manor received 600,000 shares plus 400,000 preferred
shares which were convertible 5 for 1 to common stock. The preferred stock was
converted to common stock in April, 2000. Since that time, a total of 600,000
shares were disbursed to one of the members of the limited liability company who
withdrew and the remainder of 1,600,000 shares remains with the limited
liability company and have not yet been disbursed to the members.

In all of the transactions shown above, the issuance, delivery and sale of our
common stock was made pursuant to the asset exchange exemption within the
meaning of Section 4(2) of the Act; and we have issued stop transfer orders
concerning the transfer of certificates representing all the common stock issued
and outstanding as reported by the foregoing table.

                                       39

<PAGE>

Additionally, we have issued Series D Preferred Stock as follows:

<TABLE>
<CAPTION>

Name            Date of Issuance          Number of Shares           Value of Shares at Issuance
------------     ----------------          ----------------           ---------------------------
<S>             <C>                      <C>                         <C>
Rent USA        October 3, 2000           2,000,000                  $2,250,000.00
</TABLE>

         We have issued our common stock for services to our employees, others
and to employees under the terms of the 2000 Stock Option Agreement whereby
certain employees were entitled to receive common stock during the year 2000 as
follows:

<TABLE>
<CAPTION>

Name              Date of Issuance          Number of Shares         Value of Shares at Issuance
--------------    ----------------          ----------------         ---------------------------
<S>               <C>                       <C>                      <C>
American Accounting
& Auditing, Inc.  Apr. 6, 2000              50,000                   $100,000
Brian Dvorak      Apr. 6, 2000               7,000                   $ 14,000
Defined Holding   Apr. 6, 2000              50,000                   $100,000
David Edwards     Apr.15, 2000              55,000                   $ 55,000
John Tanner       Apr.15, 2000              55,000                   $ 55,000
OTC Financial Grp.Apr.15, 2000              25,000                   $ 75,000
Hawke Group       Apr.15, 2000              10,000                   $ 30,000
Top 10 Financial  Aug.28, 2000              25,000 warrants
Richard Hart      Oct. 6, 2000              55,000                   $ 55,000
Martin Richelli   Oct. 6, 2000              55,000                   $ 55,000
Denzel Harvey     Oct. 6, 2000              55,000                   $ 55,000
David Tsai        Oct. 6, 2000              55,000                   $ 55,000
Stephen Reeder    Oct. 6, 2000             115,000                   $115,000
Bob Coberly       Oct. 6, 2000              55,000                   $ 55,000
John Cruickshank  Oct. 6, 2000              55,000                   $ 55,000
Scott Brake       Oct. 6, 2000              55,000                   $ 55,000
Al Harvey         Oct. 6, 2000              55,000                   $ 55,000
Bob Eschwege      Oct. 6, 2000              55,000                   $ 55,000
Brian Eisberg     Dec. 1, 2000             350,000                   $ 10,500
Michael Austin    Dec. 1, 2000             350,000                   $ 10,500

</TABLE>

         In addition, we sold the following unregistered securities of ours to
the person named, in the amounts, for the consideration and the dates indicated.

 Name                        Date               Number of Shares  Consideration
 ----                        ----               ----------------  -------------

European Equity              July 8, 2000       141,464           $ 72,425.00
& Guarantee

         In all of the transactions shown above, the issuance, delivery and sale
of our common stock was made pursuant to the private offering exemption within
the meaning of Section 4(2) of the Act; and we have issued stop transfer orders
concerning the transfer of certificates representing all the common stock issued
and outstanding as reported by the foregoing table. All of the shares issued to
European Equity & Guarantee and/or its clients contained a restrictive legend
pursuant to Regulation S regarding sales of shares to offshore persons and
entities.

Item 13.  Exhibits and Reports on Form 8-K

The following Reports were filed by Senior Care on Form 8-K during the calendar
year 2000 which are incorporated by reference:

An 8-K Report filed on April 21, 2000 which was amended by an 8-K/A Report filed
on February 13, 2001 reporting the resignation of James Slayton, CPA as Senior
Care's principal accountant and his replacement by John Spurgeon, CPA as
principal accountant;

                                       40

<PAGE>

An 8-K Report filed on May 8, 2000, reporting the resignation of Thomas Reichman
as President, Chief Executive Officer and Director, the naming of David Edwards
and John Tanner as Directors, the appointment of John Cruickshank as Senior Vice
President and the naming of Stephen Reeder as President and Chief Executive
Officer;

An 8-K Report filed on May 15, 2000, reporting the acquisition of 100% of the
stock in Noble Concepts Fidelity, Inc., a furniture manufacturing company
located in El Cajon, California with an effective date of January 1, 2000;

An 8-K Report filed on August 11, 2000 which was amended by an 8-K/A Report
filed on February 13, 2001 reporting on the special appointment of Mendoza &
Berger as accountants for the specific purpose of rendering an audit of the
first quarter of 2000 for purposes of seeking a listing on the American Stock
Exchange for Senior Care;

An 8-K Report filed on October 12, 2000 announcing the resignation of Kenneth
Schultz as Vice President and Director and Al Harvey as a Director of Senior
Care;

An 8-K Report filed on October 26, 2000 announcing the purchase of an interest
in Rent USA, Inc.

An 8-K Report filed on March 13, 2001 announcing the election of Mervyn Phelan,
Sr. as Chairman of the Board of Directors and Chief Executive Officer and John
Cruickshank as a member of the Board of Directors. It also announced the
resignation of Stephen Reeder as Chief Executive Officer and Chairman.

Exhibits Attached
-----------------

Exhibit 99: Pro Forma Balance Sheet

     SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 10K-SB and has duly caused this Annual Report to
be signed on its behalf by the undersigned, there unto duly authorized, in the
City of Laguna Beach, State of California, on this 15th day of March, 2001.

          SENIOR CARE INDUSTRIES, INC.

          By: /s/ Mervyn Phelan, Sr.               By: /s/ Bob Coberly
          ---------------------------              ---------------------------
          Chief Executive Officer                  Chief Financial Officer
          & Director                               & Director


          By: /s/ Scott Brake                      By: /s/ Richard Hart
          ---------------------------              ---------------------------
          Vice President                           Vice President
          Director                                 Director


          By: /s/ Denzel Harvey
          ---------------------------
          Director
                              41