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

                                  FORM 10 - KSB/A

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

                      FOR THE YEAR ENDED DECEMBER 31, 2002

                             U.S. WEST HOMES, INC.
                     (FORMERLY 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)

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]



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State the issuer's revenues for its most recent fiscal year. $5,152,000

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.

As of April 14, 2003: $750,000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of April 14, 2003:

Common Shares 976,842,367
Preferred Shares 1,698,194

                           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:

1. Annual Report on Form 10-KSB filed on April 15, 2003, Parts I, II and III
excepting therefrom Item 13

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

                                        2



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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

                                TABLE OF CONTENTS

Part I                                                                     5

Item 1.   Description of Business                                          5

Item 2.   Description of Property                                          14

Item 3.   Legal Proceedings                                                15

Item 4.   Submission of Matters to a Vote of
          Security Holders                                                 17

Part II   Incorporated by reference on Form 10-KSB filed on April 15, 2003
          excepting therefrom Items 5 and 6                                19

Item 5.   Market for Common Equity and
          Related Stockholder Matters                                      19

Item 6.   Management's Discussion and Analysis
          or Plan of Operation                                             29

Part III  Incorporated by reference on Form 10-KSB filed on April 15, 2003
          excepting therefrom Item 13                                      37

Item 13.  Exhibits and Reports on Form 8-K                                 37

Signatures                                                                 39

                                        3



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                                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. The company believes that it is subject to a number
of risk factors, including a history of operating losses, the short time the
company has been in business, the need for increased revenues, the need for
construction financing to build its development projects, the continual need for
more capital, the ratio of assets to debt, factors beyond the company's control,
governmental regulation and environmental regulation, whether the company will
be able to continue to find new projects to develop, competition in the
industry, the volatility of trading in the over-the-counter market, the
illiquidity of the company's stock, difficulty in raising capital for
over-the-counter market companies, the failure of the company to issue
dividends, the fact that now restricted shares will be available to come into
the market and dilute the market float in the future and the company's
concentration in the Southwest for its development projects making it vulnerable
to local recession. 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.

                                        4



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                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS

U.S. West Homes' Business Model
-------------------------------

U.S. West Homes is dedicated to building affordable housing through the
development of master planned communities, real estate entitlements and
subdivisions. Currently, U.S. West Homes has projects under development in
Southern California, Nevada and is acting as a joint venture partner to assist
the owners in the development of properties in Northern Baja California.

U.S. West Homes also owns Noble Concepts, a manufacturer of high-quality
"Craftsman Mission" furniture which is distributed throughout the United States
to a variety of furniture retailers. U.S. West Homes also utilizes Noble to
furnish its models and homes.

Information required of certain real estate companies
-----------------------------------------------------

a. The name, date and form of the organization of the company
   ----------------------------------------------------------

U.S. West Homes, Inc. ("U.S. West Homes" or the "Company") was organized
February 26, 1968 under the laws of the State of Idaho as Golden Chest, Inc.
("Golden Chest"). During 1998 and through April 1999, the Company was inactive.
On August 26, 1999, Golden Chest changed its name to Senior Care Industries,
Inc. and on August 26, 1999, the Company reincorporated in Nevada. On September
18, 2002, the company again changed its name to U.S. West Homes, Inc.

On April 2, 1999, the Company transferred its existing assets which consisted of
patented mining claims to Paymaster Resources Incorporated ("Paymaster").
Paymaster had assets with a carrying value of approximately $21,000; there were
no liabilities. Paymaster was a company that was controlled by the directors of
Golden Chest who thereafter resigned and new directors were appointed. The
purpose of this transfer was to leave Golden Chest with no assets and no
liabilities. The Company then reduced the number of common shares outstanding to
approximately 180,000 shares by a one (1) for 100 stock split, approved
increasing the authorized common stock to 50,000,000 shares, $0.001 par value,
and increasing the authorized preferred stock to 5,000,000 shares, $0.001 par
value. The assets and liabilities were recorded at historical costs since the
companies were under common control.

On April 30, 1999, the Company completed the purchase of various assets, and
assumed related mortgage liabilities from various, then, unrelated parties.
East-West Community Developer, Inc. previously acquired rights to the properties
and assigned their rights to U.S. West Homes. Management acquired undeveloped
land, acquired partially-developed commercial real estate projects, and an
equity interest in certain land held for development.

On May 1, 2000, the Company acquired Noble Concepts Fidelity, Inc. ("Noble"), a
manufacturer of wood furniture and cabinets in San Diego, California. Management
acquired Noble to improve its operations, to generate cash flows and to enable
the Company to manufacture cabinets for any homes being built.

                                        5



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On April 30, 2001, the Company, through its Mexican subsidiary, Senior Care
International, S.A. de C.V. purchased contracts for deed relative to four
parcels of real property located in Baja California in Mexico for a total
purchase price of $70,079,000 less certain debts which brought the adjusted
purchased price down to $30,318,000. The properties represented by the contracts
for deed included an uncompleted shopping center, ocean front land suitable for
development for a hotel in Roasrito Beach, 650 acres of raw land adjacent to the
Bajamar Golf & Country Club in Ensenada, an unfinished condominium complex south
of Rosarito Beach and 16 acres of ocean front land inside of the Bajamar Golf &
Country Club suitable for development of a time share project. The Company paid
1,050,000 shares of Series F convertible preferred stock for these contracts.
The stock converts into common stock over a period of six years with the first
conversion date being on April 30, 2003. Subsequently, in June of 2002, the
stock in our Mexican corporation was sold to a Mexican group and the Company
accepted promissory notes which are equal to our gross purchase price of
$70,150,000 payable over a period of four years from the sale date.

During early 2003, management discovered that two of the contracts which had
been sold were likely unenforceable and were informed by the Mexican group that
they had no intention of attempting to obtain title to the properties
represented by those contracts. Management agreed to forgive the promissory
notes to the Mexican group for the unfinished condominium complex and the ocean
front land inside of the Bajamar Golf & Country Club zoned for time shares and
has impaired the value of those assets on its financial statements for the year
ended December 31, 2002. This reduced the gross amount of the notes payable to
$48,150,000.

U.S. West Homes reports the following entities that originally acquired real
estate assets as subsidiaries of the Company:

Flamingo 55, Inc. purchased a land tract and site entitlements to develop and
sell 55 senior town homes in Las Vegas, Nevada. To date no significant
development activities have started because management requires construction
financing. The property is currently listed for sale.

S.R.I. SFR, Inc. purchased a land tract and site improvements to build 223 homes
in San Jacinto, California known as The Cottages at San Jacinto. Construction
has not yet begun.

Evergreen Manor II, LLC is the owner, developer and seller of senior
condominiums in Los Angeles, California. Project development was completed in
late 2000, with sales of units in 2001 and continuing in 2002. This entity is
currently in Chapter 11 Bankruptcy.

Signature Properties, Inc. is the owner of the land tract and site entitlements
to build senior apartment units in Albuquerque, New Mexico. This property is in
foreclosure.

Mantis Investments, Inc., formed in November 2001, acquired a 750-acre, land
tract and a 48-pad mobile home park near Oasis, Nevada.

Management approved the formation of limited partnerships during 2002 that will
develop Flamingo 55 and The Cottages at San Jacinto as subsidiaries of U.S. West
Homes. This resulted in the transfer of the real estate into those new
partnership entities in order to facilitate the development of those properties.

b. The date when these entities will cease to exist
---------------------------------------------------

U.S. West Homes as well as all of the other corporations discussed above have
perpetual existence except for the following:

1. Evergreen Manor II which is a limited liability company whose existence will
terminate once the condominiums have all been sold.

c. The date of annual meetings of stockholders of the registrant
----------------------------------------------------------------

U.S. West Homes is required by its Amended and Restated Bylaws to hold annual
meetings each year. No particular date or place for such meetings is specified
in the Amended and Restate Bylaws. Also, a majority of shareholders may, in lieu
of an annual meeting, consent to the actions which would ordinarily be taken at
such a meeting, thus making the holding of an annual meeting unnecessary.

                                        6



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d. The names of all promoters who reorganized Golden Chest
----------------------------------------------------------

The original promoters who organized the transition from Golden Chest into
Senior Care were as follows:

Thomas Reichman who became president of Senior Care following the transition. He
left the company to become an officer of Rubber Technology, Inc. in early 2000.

Stephen Reeder who became president of Senior Care following the resignation of
Thomas Reichman in early 2000. Mr. Reeder resigned as president in May, 2001 but
continues as a consultant to U.S. West Homes.

Al Harvey who became a director of Senior Care following the transition. He
resigned from the board of directors in late 2000 for personal reasons.

Martin Richelli and Ken Schultz were both officers of Senior Care following the
transition, both leaving the company in late 2000 for personal reasons. Martin
Richelli continues to act as a consultant to U.S. West Homes and maintains an
Office at company headquarters in Laguna Beach, California.

Richard Hart was a director of Senior Care following the transition and was not
re-elected to the Board of Directors at the annual meeting of March 12, 2001.

Bob Coberly and Scott Brake who were also officers and directors of Senior Care
following the transition, both resigning from the board of directors and as
officers of the corporation during 2002, Mr. Coberly resigning in August, 2002
and Mr. Brake in November, 2002.

15,000 shares of Senior Care common stock was issued to the promoters listed
above by authorization of the Board of Directors on October 4, 1999, each of the
promoters being issued 1,667 shares except Thomas Reichman and Steven Reeder who
each received 3,334 shares. These share amounts were reduced from 450,000 to a
total of only 15,000 as a result of the reverse split which became effective on
March 15, 2001. All of the shares were originally restricted under Rule 144 but
that restriction would no longer prevent the sale of any of these shares.

The policies of U.S. West Homes regarding certain activities
------------------------------------------------------------

The Board of Directors of U.S. West Homes without the approval of the
stockholders may issue senior securities, borrow money, make loans to other
persons, invest in securities of other issuers for the purpose of exercising
control, engage in the purchase and sale of investments, offer securities in
exchange for property, repurchase or otherwise reacquire its shares or other
securities.

This means, among other things, that generally the board will make acquisitions
of property which they deem in the best interest of the company, mainly for
development purposes, without stockholder approval and will pay for those
properties by issuing securities, either common or preferred stock, or both,
cash and/or a combination of cash and promissory notes and may give a deed of
trust securing the property as collateral for a loan to buy it.

Likewise, the board may enter into joint ventures and partnerships with others
to acquire property using stock or a combination of stock and debt, all without
stockholder approval. The board may also sell entire projects, either the entire
project after being enhanced by entitlements before construction actually occurs
or may sell individual homes or condominiums to retail buyers after the
development is complete.

U.S. West Homes has no intention of underwriting securities of other issuers.

The company will make an annual report to its stockholders by filing an annual
report with the Securities & Exchange Commission, a copy of which will be mailed
to all stockholders with annual proxy materials. The annual report will contain
certified statements by an independent public accountant.

                                        7



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The investment policies of U.S. West Homes
------------------------------------------

Geographic area of specialization
---------------------------------

U.S. West Homes intends to acquire real estate or interests in real estate,
usually for development and resale. The geographic area in which U.S. West Homes
intends to specialize is the Southwestern United States including Southern
California, all of Nevada, Arizona, New Mexico and Northern Baja California in
the State of Baja California in the Republic of Mexico. However, U.S. West Homes
may elect to invest in properties outside of this general area.

Types of real estate to be acquired
-----------------------------------

U.S. West Homes intends to generally acquire undeveloped acreage which it then
intends to develop into planned communities which will include homes, shopping
areas, commercial areas, town homes, condominiums and will include open space
for recreation with golf courses and casino complexes in most Nevada
developments.

The method of financing real estate projects
--------------------------------------------

Generally, the purchase of undeveloped acreage is purchased with stock, either
common or preferred, and/or a combination of stock with cash and/or a promissory
note secured by a deed of trust on the property being purchased. Also, the
purchase may be made following the formation of a limited partnership where the
limited partnership shares are sold to raise necessary capital to purchase the
property. The development of the acreage including utilities, streets and other
amenities as well as the construction of homes is generally financed by a
construction loan obtained either from a bank or lending institution. There are
no limitations on the number or amount of mortgages which may be placed on any
one piece of real property as a matter of policy. However, the number or amount
of mortgages may be limited by the value of the property when compared to the
willingness of a lender to accept that property as security.

It is primarily the business of U.S. West Homes to acquire these assets with a
view toward the income which will be derived from the development of them.

The company has no specific policy as to the amount or percentage of assets
which will be invested in any specific property.

Investments in real estate mortgages
------------------------------------

The Company does not invest in real estate mortgages and it is not intended that
it will make any such investments.

                                        8



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Securities of or interests in persons engaged in real estate activities
-----------------------------------------------------------------------

U.S. West Homes entered a joint venture with Las Brisas de la Rivera, S.A. de
C.V. to develop property in Northern Mexico on the Baja California coast.

U.S. West Homes may make investments in the future in other joint ventures,
stock investments and partnerships where U.S. West Homes is the majority
interest holder or where the company is the general partner. It already owns a
stock interest in various corporations where U.S. West Homes is the sole
shareholder as described above. It is the policy of the company to purchase
properties for development in a subsidiary corporation in order to limit
liability and to render separate and individual accounting for each individual
project being undertaken by U.S. West Homes.

Generally, the investments will be in undeveloped acreage where the subsidiary
company is expected to develop that acreage into an income producing subsidiary
for Senior Care. The income flow may be either from the sale of housing
inventory or from rental income.

Investments in other securities
-------------------------------

Other than as noted above, U.S. West Homes does not intend to invest in
securities listed on a national securities exchange unless, in individual
circumstances, it should attempt a takeover of a real estate based company as
part of the company growth strategy or in the event we should sell a project or
development which has been unfinished for stock in another entity. Normally, the
company only invests in common stock in a subsidiary that U.S. West Homes has
specifically formed itself to make an acquisition or where it purchases all of
the stock in a private corporation which already owns a specific acquisition
target.

However, it does hold stock in two companies which are not controlled by U.S.
West Homes, U.S. Homes & Properties, Inc. and Stem Genetics. U.S. Homes and
Properties purchased real estate from U.S. West Homes for stock and promissory
notes. U.S. Homes and Properties, Inc. is listed on the over-the-counter
bulletin board with the trading symbol "USHM." Stem Genetics is a private
company that intends at some point to go public. U.S. West Homes owns less than
a 20% interest in each of these companies.

Description of real estate
--------------------------

U.S. West Homes owns or owned interests in the following real properties during
the year ended December 31, 2002:

1. Evergreen Manor II, LLC is a 47 unit senior condominium project located in
Monterey Park, California near Los Angeles. The managing member of this limited
liability company is Craig H. Brown, president of U.S. West Homes. U.S. West
Homes owns a 59.2% membership interest in this limited liability company. The
acquisition price of the property was $2,800,000 in April of 1999. U.S. West
Homes assumed the construction loan on the property which at that time was
approximately $1,655,000 and was fully due and payable at the end of February,
2002. The balance was paid in stock in Senior Care valued at $1,145,000. Costs
incurred to compete the construction totaled approximately $4,026,000, including
interest. The loan balance increased as construction was completed until
December 31, 2000 when the loan balance reached $4,830,817. As of December 31,
2002, a total of 34 units had been sold. A total of 13 still remain to be sold.
The loan balance has been reduced as those sales closed leaving a balance due as
of December 31, 2002 of $1,374,000. The interest rate on this loan is prime plus
1.25%, the actual rate as of December 31, 2002 being 6.25% per annum. The
construction loan will be paid in full under the release provisions of the loan
once a total of 7 units of those left unsold have been sold. After reducing the
carrying value to account for units which had already been sold as of December
31, 2002, the carrying value of the property at that date totaled $3,038,000.

2. The Cottages at San Jacinto is a development project which envisions the
construction of 223 single family homes for seniors in Riverside County,
California. The project is scheduled to be built in three phases with 86 homes
in the first phase of construction together with a clubhouse which will serve
the entire gated 223 home senior community. The project which had a carrying
value of $3,104,000 as of December 31, 2002 and is estimated to have a present
fair market value of $6,098,000 based upon an appraisal of the property as of
March 1, 2003.

                                        9



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A subsidiary, U.S. West Construction, Inc., headed by Richard Greene, a seasoned
builder and developer, has been engaged as the contractor to build the initial
phase of 86 homes and Prudential New Home Realty has been engaged to be the
selling agent on the project. A permit to sell homes has been filed with the
California Department of Real Estate and management believes that sales will be
able to commence as soon as the four model homes are completed showing the four
styles of homes being built in the complex. At that point we anticipate a sales
office on site where prospective buyers will interact with sales personnel from
Prudential New Homes Realty and will be able to visit each of the four models
which will be fully furnished and decorated by our decorating consultant. A
permit has been issued by the California Regional Water Quality Control Board.
The initial grading permit has been filed with the City of San Jacinto and is
presently under review by the plan check committee. As of December 31, 2002, the
company had spent a total of $1,377,000 in interest, entitlements and
development costs associated with this project. No interest was capitalized
for the year ended December 31, 2003.

The homes will range in price from $169,000 for a 1,250 square foot home to
$184,000 for a 1,600 square foot home. Based upon the time to finish the sites,
complete the common areas and construct and sell-out the homes, this first phase
of the development will require an estimated 15 months based upon current
absorption projections. The project should result in gross revenues of
approximately $15,358,000. To produce finished lots will cost approximately
$1,500,000 in addition to amounts already spent. To build the homes will cost
approximately $5,159,000 and finance costs are expected to be $600,000
resulting in an estimated profit on sales of $5,000,000 over the fifteen months.

The appraisal by Morgan Appraisal & Consulting, John A. Morgan, OREA, concluded
that as of March 23, 2003, the "as is" value of the first phase comprising 86
lots was $3,180,000 and that the finished lot value of those lots would be
$4,470,000 when all site improvements have been completed such as streets,
sidewalks, water access, utility access, hydrants and all site development costs
and fees paid. Site fees are substantially reduced because this is a senior
project which is exempt from the payment of school fees.

The balance of the lots were appraised earlier in October of 2002 at which
time the appraiser estimated of the value of those lots at $21,300 per lot
or $2,981,000.  Thus the total value of the entire project based upon these
appraisals would be $6,098,000.

3. Flamingo 55 project was purchased by U.S. West Homes with approved plans and
is the last phase of a pre-existing housing development project in Las Vegas.
This project envisions the construction of 54 town homes in eight home clusters.
This project has a carrying value as of December 31, 2002 of $1,388,000 and a
present fair market value of approximately $1,400,000 based upon local realtor
opinion of value. The Company recently received an offer to purchase the entire
property for $1,300,000. The town homes which will range in price from $132,750
for a 1,050 square foot home to $159,000 for a 1,444 square foot home will
result in expected gross sales of approximately $7,971,000 with sales
anticipated at the rate of 8 homes per month based upon our most recent market
analysis. Sales are expected to gross $7,850,000 with an estimated construction
cost of $6,800,000 for an anticipated profit on sales of $1,050,000 over the
next year. These estimates were developed in consultation with the realtor who
conducted a market study and our contractor who developed cost estimates for
construction. As with the San Jacinto development, we will use Prudential Realty
as our seller in the Nevada project and it will be built by U.S. West
Construction, Inc., our subsidiary headed by Richard Greene.

For purposes of determining the cost of construction, the cost approach was
utilized relying upon the Marshall Valuation Cost Book which is used in the Las
Vegas/Henderson Valley for this purpose.

The property was last appraised by Gary H. Kent, MAI as of October 10, 2001, who
concluded that the property had an "as is" market value of $1,155,000. There has
been no complete appraisal since that time. However, local real estate brokers
determined that the property should have a present fair market value of
approximately $1,400,000 based upon general market inflation since the time of
the last appraisal and based upon the status of the permit process which would
allow construction to start immediately. Then, in March, 2003, the Company
received an offer to purchase the property for $1,300,000. In the opinion of
management, the willingness to buy the property for that price is the best
indication of present fair market value.

                                       10



<PAGE>

4. Friendly Bear Plaza, Inc. is a 25,000 square foot strip mall located in Las
Vegas, Nevada with 21,200 square feet of rentable space. The property was sold
to a wholly owned subsidiary of U.S. Homes & Properties, Inc. on May 9, 2002 for
1,100,000 shares of U.S. Homes & Properties stock, a promissory note for
$250,000 and assumption of all current debt on the property. At the time of
sale, the carrying value of this property was $721,000.

U.S. West Homes issued 50,000 shares of Series K preferred stock to Ed Webb and
Charles Reeder, the original sellers of the stock in Friendly Bear Plaza, Inc.
on October 9, 2001 which converts over a period of 5 years into common stock in
U.S. West Homes with a value of $1,000,000. The first conversion date for 20% of
the Series K preferred which will result in the issuance of common stock with a
value of $200,000 as of the issue date.

This property is a commercial rental property and as such, it is depreciated on
a straight line basis using a useful life of 39 years on the building and a
useful life on the components in accordance with General Accepted Accounting
Principles [GAAP] on each non building component such as air conditioning
systems and other equipment.

The property has been reported as a discontinued operation through the sale date
of May 5, 2002.

5. Pecos Russell Business Center, LLC and P/R Business, Inc. were purchased from
Ed Webb in April of 1999 by assuming an existing construction loan of $2,120,000
and issuing preferred stock to Webb. When U.S. West Homes purchased Pecos
Russell Business Center it was under construction. All construction was complete
as of June 30, 2001 and as of December 31, 2001, two of the four buildings had
been leased.

All of the stock held by U.S. West Homes in P/R Business, Inc. was sold to U.S.
Homes & Properties, Inc. on May 9, 2002 for 3,100,000 shares of U.S. Homes &
Properties stock, a promissory note for $250,000 and assumption of all of the
debt on the properties. At the time of the sale, the carrying value of this
property had been $2,522,000.

This entire property was to be leased to professionals using the executive suite
Method by which a central receptionist and telephone system is available to
tenants who rent a single room as an office and enjoy community facilities for
telephone answering, copying, conference facilities and other amenities.

By the end of 2002, the rent being collected was not paying expenses and
servicing debt and certain of the loans were in default. Ed Webb, the original
seller of the property wanted the property back and entered into an agreement
whereby U.S. Homes & Properties returned all of the stock in P/R Business, Inc.
to Mr. Webb on January 6, 2003. At the same time, Mr. Webb entered into a hold
harmless agreement with U.S. West Homes under the terms of which he agreed to
assume any and all liabilities which might be incurred including operational
liabilities and equipment leases. The preferred stock which U.S. West Homes had
issued Mr. Webb when he sold P/R Business, Inc. to U.S. West Homes in April,
1999 was cancelled.

This resulted in the cancellation of 50,000 shares of Series K preferred stock
in U.S. West Homes which would have resulted in the issuance of common stock
with a value of $1,000,000 over a period of five years.

This property is a commercial rental property and as such, it is depreciated on
a straight line basis using a useful life of 39 years on the building and a
useful life on the components in accordance with General Accepted Accounting
Principles [GAAP] on each non building component such as air conditioning
systems and other equipment.

The property has been reported as a discontinued operation through the sale date
of May 5, 2002.

6. Oasis Planned Urban Development encompasses 750 acres of raw land and an
existing 48 pad trailer park outside Oasis, Nevada. This land has been approved
for planned urban development by the county. The present carrying value of this
property is $24,320,000.

Water permits allow the developer to access up to 1,600 acre feet of water which
engineers inform us would support a community of 60,000 persons.

                                       11



<PAGE>

The project which will develop a total of 366.50 acres of land zoned for
commercial, public and industrial uses, 388.3 acres of land for single family
residential, multi family and open space uses and the 48 existing mobile home
park is located on the convergence of Interstate 80 and State Route 233.
Presently there are two vacant commercial buildings, a single family residence,
gas station and motel on the east corner of the convergence together with the
mobile home park, all on the property. The plan is to develop over the next
several years 217 residential lots of 7,200 square feet, 235 lots of 10,000
square feet, 230 lots of 14,000 square feet, 35.5 acres of multi family
residential, 169.9 acres of general commercial, 5.8 acres dedicated to fuel
service and mini mart, 33.5 acres for a hotel & casino complex, 114.9 acres for
a second hotel and casino complex, a recreational vehicle park of 22.9 acres
with 6 lots per acre, a 189.7 acre golf course, 14.3 acres for public services,
17.2 acres for parks and recreation, 70.6 acres of greenway open space and 39.2
acres for a sewer treatment plant. It is estimated that the total cost of
development of the entire project will be approximately $55 million, not
including price inflation, to be spent for construction and development over the
next ten years.

Solomon International Appraisal Service, Inc. concluded that the present
fair market value of the unimproved 754.80 acres of raw land was
$22,120,000 as of December 31, 2001 and that the mobile home park had a present
fair market value of $585,000 as of the same date.

We have hired an architect and two engineering firms to assist it in redesigning
the master plan overlay such that the golf course is more thoroughly spread out
over a greater portion of the property thus allowing for a greater number of
residential lots to be golf course oriented. We believe that the additional golf
course oriented lots will increase the value of the project and, in future, the
marketability of the project and ultimate cash flow to U.S. West Homes.

7. Signature Properties, Inc. owns acreage which is approved for the
construction of a 57 unit senior apartment project in Albuquerque, New Mexico.
The acquisition value was $560,000 when the property was acquired in August of
1999. Currently there is a single loan against this property with a balance due
of approximately $128,000 which is fully due and payable and is in default. The
property is zoned for apartments for active seniors. During mid 2002, management
undertook an analysis to determine whether this project remained feasible and
would be profitable in the Albuquerque market at the present time. The
determination was that in current circumstances, we would not be able to
profitably develop this property and that there was not a market for such a
project in its current location at the present time. Management then
investigated whether it would be feasible to obtain a variance from the present
zoning to allow construction of town houses. It was determined that it was
unlikely that the city would approve this variance and even if they did, there
was no assurance that such a redevelopment would be profitable. For that reason,
the company has not resisted a foreclosure of the remaining loan and it is
expected that the property will be lost to foreclosure at some time during early
2003.

The carrying value of the property had been $619,000 at December 31, 2002 but
was impaired due to the foreclosure and management's decision not to resist the
foreclosure. As a result, the carrying value was reduced to $128,000, the amount
due on the mortgage.

Depreciation on rental properties
---------------------------------

Rental properties are depreciated from the date they are put into service as
rental properties following completion of the construction phase. The cost of
buildings and improvements are depreciated over the estimated useful life from
the date they are placed into service. The company utilizes the straight line
method of depreciation calculated using GAAP principles which allow a 27 1/2
year useful life for residential rental property and a 39 year useful life for
commercial rental property. All equipment which is actually attached to the
building such as roof mounted air conditioning systems and the like have the
same useful life. Only equipment not actually attached to the building is
depreciated using some other useful life. At present, Senior Care owns no such
equipment used in connection with its rental properties. For more detailed
information regarding depreciation, the reader is directed to Note 2
[depreciation and amortization] to the footnotes to the financial statements
appearing in Exhibit 13 attached to this annual report.

                                       12



<PAGE>

Realty tax rates and annual property taxes
------------------------------------------

Property taxes are assessed on the land and improvements on each of U.S. West
Homes' rental properties. On raw land, taxes are assessed on the land only. The
actual tax rate varies depending upon where the property is located as such
taxes are assessed by the local county where the property is situate and are
noted below.

<TABLE>
<CAPTION>

Property Description               Location          Tax Rate       Assessed Value           Tax
                                                                  Land     Improvements      2002
--------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>         <C>         <C>            <C>
Pecos Russell Business Center   Clark County, NV    .008/
    3450 E. Russell Road                             $1,000       80,000    123,520        $ 2,544
    3440 E. Russell Road                                          80,000    326,880          5,086
    3430 E. Russell Road                                          80,000    213,840          3,673

Friendly Bear Plaza             Clark County, NV    .008/         84,000    659,625        $ 5,949
                                                     $1,000

Flamingo 55                     Clark County, NV    .008/
                                                     $1,000     Average of
                                                                $ 175 per lot x 55 lots =  $ 9,625

55 lots are separately assessed based upon square footage of the lot - the
  average tax per lot has been used for purposes of this disclosure.

Oasis Planned Urban Development Elko County, NV     .008/$1,000                Land        $ 1,657
                                                                         Mobile Home Park  $ 1,403

Signature Properties            Bernalillo                      Not assessed as developed property
                                County, NM
  Current rate when developed:  43.8 on a formula determined as follows:
                                1/3rd of appraised value/1,000 x 43.8 = tax payable

The Cottages at San Jacinto     Riverside                                                  $ 2,300
                                County, CA          1.1% of assessed value +
                                                    Additional community bond assessments

</TABLE>

                                       13



<PAGE>

ITEM 2: DESCRIPTION OF PROPERTY

The following charts the present property owned by U.S. West Homes subsidiaries
which were discussed in detail above. [all amounts are rounded to the nearest
$1,000]

<TABLE>
<CAPTION>

Location of property     Acquisition   Original    Cash or         Loans      Capital      Current
                         Date          Price       Stock                      Expenditures Appraised
                                                                                           Value
                         -----------------------------------------------------------------------------------
                                          As of December 31, 2002
------------------------------------------------------------------------------------------------------------

<S>                      <C>           <C>         <C>             <C>         <C>         <C>

Evergreen Manor II        4/30/99      2,800,000   400,000         2,635,285   4,030,000   3,038,000
47 condominiums                                    Series          4/30/99                 Sales price
14 in inventory as of                              B Preferred     4,830,817               of unsold
December 31, 2002                                  Converted to    12/31/00                units as of
                                                   66,667          2,005,778               12/31/02
                                                   Common          12/31/01
                                                   Shares on       1,374,000
                                                   4/30/01         12/31/02

Flamingo 55                5/3/01        990,000   675,000         675,000       398,000   1,300,000
54 lots                                            Cash            & 43,000                based on recent
                                                   265,000         12/31/02                offer to purchase
                                                   Common                                  on March 30, 2003
                                                   Shares
                                                   & note for
                                                   $ 53,000

Oasis Planned Urban      12/31/01     23,070,000   600,000 Series  7,836,000     551,000   23,070,000
Development                                        J Preferred issued                      4/9/02
                                                   12/31/2001 and
                                                   assumption of
                                                   $692,000 mortgage

San Jacinto               5/10/01      3,000,000   2,000,000       1,922,000   1,377,000   6,098,000
223 lots                                           Cash            5/10/01                 based upon
                                                   1,300,000                               reappraisal of
                                                   Common                                  86 lots on
                                                   Shares                                  March 23, 2003

Signature Apartment       4/30/99      2,200,000   part of bulk    128,000        48,000   128,000
Development                                        purchase (1)                            12/31/02
                                                   2,871,812
                                                   Common issued
                                                   12/31/2001 to
                                                   pay off loan
</TABLE>

(1) On April 30, 1999, the Company completed the purchase of various assets, and
assumed related mortgage liabilities from various parties. East-West Community
Developer, Inc. previously acquired rights to the properties and assigned their
rights to Senior Care. The Company issued 49,337 shares of common stock for net
assets acquired amounting to $4,904,000, as restated, and 400,000 shares of
Series B preferred stock valued at $2,245,000, as restated. The purchase price
of $7,149,000, as restated, was based on the fair value of the assets received,
based on independent appraisals after deducting for loans assumed. The Company
common stock was listed, but not traded on a regular basis; therefore,
management determined that the fair value of the assets received was more
clearly determinable.

                                       14



<PAGE>

ITEM 3: LEGAL PROCEEDINGS

Delran Litigation
-----------------

Until January, 2003, U.S. West Homes had been involved in litigation in the
United States Bankruptcy Court in New Jersey. The company obtained an assignment
of a limited liability company interest in Delran Associates, LLC, a New Jersey
limited liability company in April, 1999. It took an assignment of this interest
from CRT Corporation, who in turn had obtained the membership interest from
Willy Farah, an individual who filed for protection under the Bankruptcy Code
[11 U.S.C. Section 101, et seq.] shortly after assigning the membership interest
to CRT in 1999. Also, at about the same time, $700,000 was borrowed from East
West Community Developer which was used by U.S. West Homes as a capital infusion
in 1999. A partial interest in the Delran membership interest was assigned to
International Thermal Packaging, Inc. [ITP] who loaned the $700,000 to East West
which was in turn, by that company, loaned to U.S. West Homes.

Two lawsuits which were eventually consolidated were filed in the Bankruptcy
Court, one by International Thermal Packaging seeking the Delran membership
interest as a means of collecting the money loaned to East West and, secondly, a
lawsuit filed by the Chapter 7 trustee of Willy Farah's estate seeking a
turnover of the Delran membership interest which the trustee claimed was
assigned to CRT and in turn, to U.S. West Homes, for less than fair
consideration. During 2001, the trustee succeeded in obtaining stock in U.S.
West Homes which Willy Farah had received as consideration for the assignment of
his interest in Delran. A total of 26,667 shares of U.S. West Homes common
stock, in the name of the debtor's wife and a company which she controlled, were
turned over to the trustee during 2001.

On January 22, 2003, ITP obtained a judgment against U.S. West Homes and is
seeking the Delran interest of U.S. West Homes pursuant to the assignment which
was given it by CRT Corporation in 1999. The amount of the judgment which it
received was for $700,000, unpaid accrued interest of $17,500 with interest
continuing to accrue at the rate of 18% per annum, loan points of $4,500, a
consulting fee of $100,000 and late charges of $41,000 for a total of
$1,227,500. U.S. West Homes believes that the current fair market value of the
Delran interest is $2,000,000. That had been the carrying value of this
property. However, management again reconsidered the value of the interest as of
December 31, 2002 and determined that the carrying value should be further
impaired to $1,000,000 based upon recent information which it received from
counsel and from counsel to the other parties in this litigation as being an
amount which the Company could expect to obtain upon liquidation.

The trustee is also seeking the membership interest for the estate of Willy
Farah. If ITP succeeds in its endeavor to obtain the interest, then that
interest may be liquidated to pay the claim of ITP and the judgment which it
obtained against U.S. West Homes. U.S. West Homes would obtain any amount over
the amount of the judgment.

If the trustee succeeds, then U.S. West Homes would loose its Delran interest
and ITP would still be owed the amount of the judgment.

Rent USA litigation
-------------------

On July 31, 2001, U.S. West Homes brought suit against Rent USA, its officers
and directors, Equip USA, its officers and directors and the finance companies
who leased rock crushing equipment that was being operated by Rent USA's
subsidiary, Equip USA. This action entitled Senior Care Industries, Inc. v. Tom
E. Kaplan, et al. was filed in the Superior Court of Orange County, California,
Case No. 01CC00345 and assigned to the Honorable William F. McDonald in
Department CX101. The lawsuit charges breach of contract, breach of fiduciary
duty, fraud, and conversion against various defendants. Defaults have been
entered against certain individual defendants. Discovery is on going as to those
defendants who were not defaulted. U.S. West Homes agreed to dismiss the case as
against two defendant who, after investigation, Management found were not
involved in the Rent USA alleged frauds.

At about the same time, Citicapital, the lessor of the rock crushing equipment
sued U.S. West Homes for a deficiency which resulted following the sale of the
equipment. That lawsuit has been consolidated with the action brought by Senior
Care against Kaplan, et al.

                                       15



<PAGE>

Senior Care claims that any loss which it may suffer as a result of the
deficiency assessed by Citicapital should be assessed against Rent USA, Equip
USA and its officers, directors and the lessor, itself, Citicapital, who should
assume a part of the liability due to kickbacks which were built into the lease
by sales personnel of the lease company and constituted a fraud against Senior
Care thus resulting in the deficiency.

Citicapital has now obtained a judgment against U.S. West Homes for $386,000.
However, management believes that as a result of its cross complaint against
Citicapital, it may receive a set off against this amount in the amount of
$80,000.

Signature Properties foreclosure proceedings
--------------------------------------------

Angelo Rago, et al., the original sellers of the Signature Development property
in New Mexico brought an action in the Distict Court for the County of
Mernalillo, State of New Mexico to judicially foreclose a deed of trust Executed
on behalf of Signature Developers, Inc. by Charles Reeder on August 28, 1997
with a balance due on a promissory note of $128,000 which became due in
February, 2002. The action seeks a Judgment in that amount plus accrued interest
and seeks to sell the property which is the subject of the deed of trust to
satisfy the outstanding debt. The company has made a conscious determination not
to actively defend this lawsuit and expects that eventually the property will be
sold to cover the debt.

The Grantham litigation
-----------------------

Gregory Grantham and John Saba who are two attorneys and are also members of the
Broadway-Acacia, LLC, brought an action against various subsidiaries of U.S.
West Homes and against U.S. West Homes as the parent, seeking the repayment of
monies which they claim are due from Evergreen Manor II, LLC to Broadway-Acacia,
LLC and for damages for allegedly improperly using the assets of Broadway-Acacia
as collateral for loans made for the purpose of purchasing Flamingo 55 and San
Jacinto. Actions have been brought in both Orange County and in Riverside
County, California as well as in Clark County, Nevada. Craig H. Brown, an
officer and director of U.S. West Homes is also a member of Broadway-Acacia, LLC
as is the Mervyn A. Phelan, Jr., the son of the Chief Executive Officer of the
Company, Mervyn A. Phelan, Sr. Mervyn A. Phelan Jr. is managing member of the
limited liability company, Broadway-Acacia. He is also being sued in these
actions as managing member and individually.

Broadway-Acacia did loan $312,000 to Evergreen Manor II in 1999 and that
obligation is admittedly owed. The amount due will be paid from the sale of
condominium units and management believes that there will be sufficient monies
from those sales to pay this obligation.

Counsel for the U.S. West Homes does not believe that there will be any impact
against the assets of the Company as a result of these lawsuits even though the
Company may be required to expend up to $100,000 in attorney fees and costs
during the process of defending them.

The Mullens litigation
----------------------

During 1999, U.S. West Homes issued a letter of intent to purchase a furniture
operation which was to be operated in conjunction with Noble Concepts. The
Company agreed with the seller as part of the purchase to assume a lease to
certain commercial property where the factory was to be located. However, the
landlord never agreed to the assumption and the purchase of the furniture
operation was never completed. Eventually, the seller went into bankruptcy.
Mullens, the landlord, sued U.S. West Homes, among others, for breach of the
lease and claims damages of approximately $100,000 in back rent and claimed
other damages.

A motion for summary judgment brought by the plaintiff, Mullens, was denied in
February, 2003 and U.S. West Homes now intends to bring a motion for summary
judgment itself based upon the facts in the case which fail to show that U.S.
West Homes had any agreement with the landlord or that the landlord ever agreed
to allow U.S. West Homes to assume the lease in question. Counsel for U.S. West
Homes does not believe that there will be any impact against the Company even
though the Company may be required to expend up to $10,000 in Attorney fees and
costs during the process of defending this litigation.

                                       16



<PAGE>

Actions against officers and directors
--------------------------------------

On September 30, 2002, the U.S. Securities and Exchange Commission filed a civil
injunctive action in the United States District Court for the District of Utah
against various individuals including Mervyn A. Phelan, Sr. and Craig H. Brown
charging them with securities fraud in an alleged scheme to manipulate the stock
of Freedom Surf, Inc. (now known as Freestar Technologies, Inc.). U.S. West
Homes has had no business relationship with Freedom Surf, Inc. U.S. West Homes
has never had any ownership position in Freedom Surf, Inc. Mervyn A. Phelan, Sr.
and Craig H. Brown were never officers, directors or employees of Freedom Surf,
Inc. In January, 2003, these individuals attended a hearing where criminal
charges were brought by the United States Attorney in the Southern District of
New York relating to these same events charging violation of 18 USC Section 1343
and 1346 and 17 USC, Code of Federal Regulations, Section 240.10b-5. Mervyn A.
Phelan, Sr. and Craig H. Brown plead not guilty to such charges.

SEC formal investigation
------------------------

The U.S. Securities and Exchange Commission is conducting a formal investigation
of U.S. West Homes into various accounting matters into the events that led to
our restatement of our financial results for 1999 and our acquisition of certain
properties located in Baja, Mexico and the disposition of Senior Care
International, S.A. de C.V., the subsidiary which held those properties. We are
cooperating with the investigation and have provided documents requested by the
SEC, and former and current employees have met with SEC personnel. No formal
action has been taken by the SEC against U.S. West as of the date of this
Annual Report. However, it is possible that the SEC could commence litigation
proceedings against U.S. West Homes, its officers, directors, or employees. The
potential results of such litigation would be inherently unpredictable. The
uncertainty associated with such potential litigation could harm our business
and financial condition. In addition, negative developments with respect to the
investigation and such potential litigation could cause our stock price to
decline. Moreover, although we are unable to determine the amount, if any, that
we may be required to pay in connection with the resolution of such a
litigation, any such payment could harm our financial condition. In addition,
such litigation could contain requests for injunctive relief, including an
injunction prohibiting any of our officers or directors from continuing as
officers or directors of U.S. West Homes.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Actions by shareholders on January 23, 2002
-------------------------------------------

There was no meeting of shareholders for 2002. Rather, a group of shareholders
representing a majority of the shares, both common and preferred, entitled to
vote passed the following resolutions on January 23, 2002:

        1. to amend the Articles of Incorporation to increase the number of
shares outstanding from a total of 55,000,000 to 110,000,000 with a par value of
$.001 of which 100,000,000 are to be common shares and 10,000,000 are to be
preferred; and

        2. to re-elect the following persons to the Board of Directors for the
ensuing year: Mervyn A. Phelan, Sr., Craig Brown, Bob Coberly, Scott Brake,
David Tanner, John Edwards.

This action was taken on January 23, 2002 by the majority of common and
preferred shares entitled to vote. As of that date, there were 19,520,880 voting
shares outstanding. Each share common and preferred stock was entitled to one
vote. A total of 13,430,882 shares representing 68.8% of the outstanding shares
of $.001 par value common and preferred stock of the company as of the Record
Date, representing more than a majority of Senior Care's outstanding common and
preferred stock and more than a plurality of the outstanding common and
preferred stock when voting for each director, consented to the actions taken to
amend the Articles of Incorporation and to reelect directors for the ensuing
year.

                                       17



<PAGE>

An Information Statement was mailed to all shareholders following this action
and a Form 14c was filed with the Securities & Exchange Commission with regard
to these actions on February 12, 2002.

Actions taken by shareholders on June 5, 2002
---------------------------------------------

A group of shareholders representing a majority of the shares, both common and
preferred, entitled to vote passed the following resolution on June 5, 2002:

        1. to amend the articles of incorporation to increase the number of
shares outstanding from a total of 110,000,000 with a par value of $.001 to
220,000,000 with a par value of $.001 of which 100,000,000 are to be common
shares and 20,000,000 are to be preferred.

Actions taken by shareholders on September 18, 2002
---------------------------------------------------

A group of shareholders representing a majority of the shares, both common and
preferred, entitled to vote passed the following resolution on September 18,
2002:

        1. to amend the articles of incorporation to change the name of the
corporation from Senior Care Industries, Inc. to U.S. West Homes, Inc.

Actions taken by shareholders on January 13, 2003
-------------------------------------------------

A group of shareholders representing a majority of the shares, both common and
preferred, entitled to vote passed the following resolution on January 13, 2003:

        1. to amend the articles of incorporation to increase the number of
shares outstanding from a total of 220,000,000 with a par value of $.001 to
1,050,000,000 with a par value of $.001 of which 1,000,000,000 are to be common
shares and 50,000,000 are to be preferred.

        2. to approve the adoption of the 2003 Qualified Stock Option Plan for
employees and consultants.

Actions taken by shareholders on February 28, 2003
--------------------------------------------------

        1. to re-elect Mervyn A. Phelan, Sr., Craig H. Brown, David Tanner and
John Edwards as directors for the ensuing year and to elect Lawrence R. Young as
a director for the ensuing year.

        2. to amend the articles of incorporation to increase the number of
shares outstanding from a total of 5,500,000,000 with a par value of $.001 to
5,500,000,000 with a par value of $.001 of which 5,000,000,000 are to be common
shares and 500,000,000 are to be preferred.

                                       18



<PAGE>

                                     PART II

Incorporated by reference on Form 10-KSB filed on April 15, 2003 excepting
therefrom Items 5 and 6.

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

U.S. West Homes' authorized stock consists of 1,000,000,000 authorized shares of
common stock and 50,000,000 shares of preferred stock, all classes having a par
value $.001 per share, of which 886,842,367 constituted common shares
outstanding as of March 27, 2003 being held by a total of approximately 2,700
persons or entities.

U.S. West Homes common stock trades on the Over the Counter Bulletin Board
[OTC:BB] under the symbol USWH.

During the last ten day period, this stock has traded at an average bid price of
between $.002 to $.003 per share and an ask price of of $.002 to $.003.

What appears below is a breakdown of the average high and low bid price over the
last two years for Senior Care Common stock adjusted for the 11 for 10 stock
dividend granted in 2001 and a 1 for 30 reverse stock split also granted in
2001:

Period                   High       Low
-----------------------------------------
2nd quarter 1999       $ 30.00   $ 30.00
3rd quarter 1999         80.00     30.00
4th quarter 1999        230.00     50.00

1st quarter 2000        160.00     75.00
2nd quarter 2000        160.00    120.00
3rd quarter 2000         84.00     25.00
4th quarter 2000         38.00       .62

1st quarter 2001          3.50       .62
2nd quarter 2001          4.65      2.70
3rd quarter 2001          2.25       .40
4th quarter 2001          1.70       .65

1st quarter 2002          1.10       .32
2nd quarter 2002           .32       .09
3rd quarter 2002           .09       .04
4th quarter 2002           .04       .02

1st quarter 2003           .03       .01

Payment of dividends:
---------------------

U.S. West Homes has paid no cash dividends since its stock has been traded. It
did pay a stock dividend of 1 share of common stock for each 10 shares owned in
early 2000. There are no restrictions either in our articles of incorporation or
by-laws or any current resolution of the board of directors that would limit our
ability to pay dividends on our common equity.

Prior registration of stock issues:
-----------------------------------

U.S. West Homes has filed a series of Forms S-8 to register stock being issued
to officers, employees and consultants of U.S. West Homes. The company also
registered shares which may be issued pursuant to grants of stock options
pursuant to the 2003 Qualified Stock Option Plan.

                                       19



<PAGE>

We also filed the following registration statements within the last three years,
all of which have been withdrawn:

1. an SB-2 Registration Statement on December 27, 2000 to register stock and
warrants in connection with a private placement which was subsequently withdrawn
by Senior Care after a vote of the shareholders at the 2001 Annual Meeting
failed to approve the issuance of shares for that purpose;

2. an S-4 Registration Statement in connection with a tender to shareholders of
Tri-National Development Corporation which was withdrawn following the filing of
a voluntary bankruptcy petition by Tri-National;

3. an S-4 Registration Statement in connection with a tender to shareholders of
Senior Care offering to exchange common shares for Series G preferred which was
withdrawn once management determined that less than 60 shareholders representing
only 106,000 shares of Senior Care common stock had exercised their tender
rights and, as a result, the cost to the company to continue with the tender was
not justified by the interest expressed by company shareholders.

There have been no other registrations of stock within the last 3 years.

Outstanding debentures and other debt issues:
---------------------------------------------

Senior Care has no outstanding debentures or other debt offerings. The company
does intend to make debt offerings in the future with respect to certain of its
Baja California properties and the terms of those offerings are discussed
elsewhere in this prospectus.

The following Registration Statements have been filed on Form S-8:
------------------------------------------------------------------

The following registrations on Form S-8 have been filed registering
stock issued to officers, employees and consultants of U.S. West Homes:

Date of filing                  Number of shares       Value of shares
                                Registered           on Registration date
-------------------------------------------------------------------------

April 7, 2000                      107,000 (1)           $   107,000
October 12, 2000                   610,000 (1)           $   610,000
December 8, 2000                   700,000 (1)           $   584,000
April 19, 2001                   3,013,548               $ 1,200,000
May 23, 2002                     4,300,000               $   860,000
October 11, 2002                15,700,000               $   942,000
December 30, 2002               21,000,000               $   546,000
February 11, 2003               88,980,000               $   978,000
March 4, 2003                  239,223,733               $ 1,435,400

No compensation was paid to U.S. West Homes on any of these shares and they were
issued strictly in lieu of cash compensation to officers, employees and
consultants who received them.

        (1) The registration statements dated April 7, October 12, and December
8, 2000 resulted in the issuance of shares which were increased as a result of
an 11 for 10 stock split increasing the number of these shares, then on March
15, 2001 reducing the number of those shares pursuant to a 1 for 30 share
reverse stock split.

                                       20



<PAGE>

Security ownership and principal shareholders
---------------------------------------------

As of March 27, 2003, there were 976,842,367 common shares outstanding. On March
12, 2001, the shareholders at their annual meeting authorized 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. On the same day, the Board of Directors met and authorized a reverse
split whereby each owner of 30 shares would receive 1 share as of March 15,
2001. This resulted in the number of common shares outstanding being reduced
from 13,399,001 to 446,634 shares outstanding.

Following the reverse split, the following shares were issued:

        1. To various present and former officers and directors during the last
three years:

Name                      Position                         Number of shares
-------------------------------------------------------------------------------

Mervyn A. Phelan, Sr.     chairman & CEO                   129,000,000 (1)

Craig Brown               president & director             132,004,516 (2)

Robert Coberly            former vice president,
                          treasurer & Director                 900,000

John Cruickshank          former vice president,
                          secretary & director              13,400,000

Stephen Reeder            former chairman, CEO
                          president & director              40,200,000

Bob Eschwege              former plant manager
                          & former vice president              300,000

Scott Brake               former director                      300,000

Denzel Harvey             former director                      100,000

David Edwards             director                          20,200,000

John Tanner               director                          20,200,000

David Tsai                former project manager            10,300,000

        (1) These shares were issued pursuant to a comprehensive employment
agreement made with Mervyn A. Phelan, Sr. effective March 12, 2001. Under the
terms of that Employment Agreement, Senior Care agreed to the following basic
terms:

a. Mr. Phelan will not receive a regular salary and shall receive other benefits
in lieu of salary. Those benefits are as follows:

                                       21



<PAGE>

b. For each fiscal year during Mr. Phelan's employment under the terms of the 5
year employment contract, he will be eligible to receive an annual bonus (the
"Bonus") based upon an Executive Incentive Compensation Plan (the "Plan") to be
developed by executive management of the Company and approved and adopted by the
Board of Directors. This Plan will include the terms, conditions and formula for
computing bonuses for the Company's executive officers for each fiscal year; it
being understood that the Company's expectation is to pay bonuses of at least
twenty percent (20%) of an executive officer's base salary annualized for the
achievement of annual strategic and operating plan goals and objectives.
Executive shall be eligible to receive a share of any stock options under the
terms of any Stock Option Plan which the Board of Directors or the shareholders
may authorized during the course of the employment of the Executive.

c. As a condition to the Executive agreeing to become an executive of the
Company, the Board of Directors authorized the issuance of 8,000,000 shares of
common stock in the Company to be issued to the Aliso Circle Irrevocable Inter
Vivos Trust dated May 5, 1998 as an inducement and for the specific purpose of
protecting the Executive's family by providing a quality of life for the family
which can be assured by this issue of stock. The issue of stock contemplated
hereby shall be unconditional and fully paid and non-assessable regardless of
whether the Executive shall complete his employment period.

In March of 2002, the Aliso Circle Trust transferred all of its 8,000,000 shares
of common stock to unaffiliated partners of Hollinsworth Land Company and
Hollinswoth itself in lieu of payment of monies which had been advanced under
the terms of a credit line which had been granted by Hollinsworth and its
partners to M & A Underwriters. The trustee of the Aliso Trust is Mervyn A.
Phelan, Jr., the son of the Chief Executive Officer of Senior Care. Likewise,
Mervyn A. Phelan, Jr. is the president of M & A Underwriters. Senior Care has a
credit line with M & A Underwriters which was unaffected by these transfers.

        (2) These shares were issued pursuant to a comprehensive employment
agreement which became effective on December 5, 2002 with Craig H. Brown who has
served as a director and President of the company since May, 2001. Under the
terms of that Employment Agreement, Senior Care agreed to the following basic
terms:

a. Mr. Brown will not receive a regular salary and shall receive other benefits
in lieu of salary. Those benefits are as follows:

b. For each fiscal year during Mr. Brown's employment under the terms of the 5
year employment contract, he will be eligible to receive an annual bonus (the
"Bonus") based upon an Executive Incentive Compensation Plan (the "Plan") to be
developed by executive management of the Company and approved and adopted by the
Board of Directors. This Plan will include the terms, conditions and formula for
computing bonuses for the Company's executive officers for each fiscal year; it
being understood that the Company's expectation is to pay bonuses of at least
twenty percent (20%) of an executive officer's base salary annualized for the
achievement of annual strategic and operating plan goals and objectives.
Executive shall be eligible to receive a share of any stock options under the
terms of any Stock Option Plan which the Board of Directors or the shareholders
may authorized during the course of the employment of the Executive.

2. The Company issued stock during the years ended December 31, 2001 and 2002 in
lieu of cash compensation to various individuals and entities for services
rendered as follows:
<TABLE>
<CAPTION>

                                                                       Compensatory
Purpose for                          Shares Issued                          Value
Issuing Stock                    2001             2002              2001           2002
--------------------------     ---------        ---------        ----------     ----------
<S>                              <C>            <C>             <C>            <C>

Legal                           200,000         5,500,000        $   202,000  $    145,000

Real estate due diligence,
 prospecting and consulting   4,036,882        24,321,088          5,108,000     3,147,000

Investor relations                    -        11,625,000                  -       827,000

Director fees                   200,000           200,000            203,000       150,000

Employee compensation         9,600,000        13,900,000          9,799,000     2,777,000
                             ----------        ----------        -----------  ------------
Totals                       14,036,882        55,546,088        $15,312,000  $  7,046,000
                             ==========        ==========        ===========  ============

                                       22
</TABLE>



<PAGE>

The Company issued stock during the years ended December 31, 2001 and 2002 to
pay debts in lieu of cash as follows:

The Company issued stock during the years ended December 31, 2001 and 2002 to
pay debts in lieu of cash as follows:

<TABLE>
<CAPTION>

                                                                       Compensatory
Purpose for                          Share Issued                          Value
Issuing Stock                    2001             2002              2001           2002
--------------------------     ---------        ---------        ----------     ----------
<S>                                    <C>      <C>                       <C>  <C>
Payment to contractors             1,683                -        $   14,000   $          -

Payments on notes payable
to related party                       -       22,978,401                 -      2,199,000

Payoff mortgage                2,871,812                -         2,068,000              -
--------------------------     ---------     ------------      ------------   ------------
Total                          2,873,495       21,778,001        $2,082,000   $  2,199,000
                               =========     ============      ============   ============
</TABLE>

Since December 31, 2002, common stock has been issued to officers, consultants
and other professionals in lieu of cash payments. Also, the 2003 Stock Option
Plan was implemented by the shareholders and options for the purchase of up to
approximately 100,000,000 common shares were also issued to officers, directors
and consultants. Then, stock was issued as the Company's investment in a joint
venture. The following table shows the number of shares issued and the values of
each:

Purpose for               Shares issued         Relationship        Value of
Issuing Stock                                    to issuer          shares on
                                                                  date of issue
-----------------------   -------------         -------------     -------------
Legal                       23,780,000          None              $   331,000

Real estate due
diligence investigation
& assistance               208,200,000          (1)                 2,129,000

Investor relations          35,000,000          None                  295,000

Officers and directors     260,000,000          (2)                 1,040,000

Stock issued in joint
Venture                    250,000,000          Joint venture       1,750,000
                                                investment
                          -------------                           ------------
Totals:                    776,980,000                            $ 5,545,000
                          =============                           ============

        (1) 80,000,000 shares of the total noted here were issued to Mervyn A.
Phelan, Jr., the son of Mervyn A. Phelan, Sr., Chief Executive Officer of the
Company.

        (2) 120,000,000 shares each were issued as a part of the compensation
packages to Craig H. Brown, President, and Mervyn A. Phelan, Sr., Chief
Executive Officer. 20,000,000 shares each were issued to the two outside
directors, David Edwards and John Tanner.
<TABLE>

The Company issued stock for cash as follows:
<CAPTION>

Purpose for              Shares issued during              Relationship             Value of
Issuing Stock            2001           2002        2003    to issuer               shares on
                                                                                  date of issue
                                                                          2001         2002         2003
--------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>         <C>       <C>       <C>         <C>           <C>

Sale to European         790            --          --        None      $ 10,000    $     --      $     --
individuals

</TABLE>

                                       23



<PAGE>

U.S. West Homes sold a total of 790 common shares of restricted stock to
individual persons in Europe during 2001 and prior to March 15, 2001 and
received a total in cash of $10,000 from these sales. The sale price had no
relationship to the stock trading price on the date the shares were sold. The
sale price was by contractual arrangement with the individual purchasers.

Stock options
-------------

The company has a qualified stock-based compensation plan under which stock
options have been granted to key managers, officers, directors and consultants
at the market price on the day of grant which was at $.026 per share. All grants
are fully exercisable at any time and will expire on January 8, 2005. None of
these stock options were outstanding as of the end of December 31, 2002 and the
company had issued no stock options prior to that date.

Option activity over the last three years is set forth below:

                                                    Options
                                        2000         2001           2002
-----------------------------------------------------------------------------
Outstanding December 31                 -0-          -0-             -0-
Granted                                 -0-          -0-             -0-
Exercised                               -0-          -0-             -0-
Cancelled                               -0-          -0-             -0-

Outstanding January 1                   -0-          -0-             -0-
Exercisable                             -0-          -0-             -0-
Available for grant                     -0-          -0-             -0-

Average price
 Outstanding beginning of year          -0-          -0-             -0-
 Granted                                -0-          -0-             -0-
 Exercised                              -0-          -0-             -0-
 Outstanding end of year                -0-          -0-             -0-
 Exercisable end of year                -0-          -0-             -0-
Weighted average fair market value of
options granted during the year         -0-          -0-             -0-

The following table summarizes information about stock options outstanding as of
March 25, 2003:

<TABLE>
<CAPTION>
Plan Category            Number of securities to       Weighted average       Number of securities
                         be issued upon exercise       exercise price of      remaining available
                         of outstanding options        outstanding options    future issuance under
                         warrants and rights           warrants and rights    equity compensation
                                                                              plans
---------------------------------------------------------------------------------------------------
<S>                      <C>                           <C>                    <C>
Equity compensation
plans approved by
security holders         100,000,000                   $.026                  None
---------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders         None
---------------------------------------------------------------------------------------------------
</TABLE>

Summary of stock issued and outstanding
---------------------------------------

U.S. West Homes had the following stock issued and outstanding as of the date
set forth in the chart below:

Class           Number of shares
                As of March 25, 2003
------------------------------------
Common

Preferred
Series A              -0-
Series F           1,050,000
Series G              89,821
Series J             540,000
Series K             100,000

                                       24


<PAGE>

Common Stock:
------------

The following sets forth the number of shares of our common stock beneficially
owned by (i) each person who, as of March 25, 2003 known by us to own
beneficially more than five percent (5%) of our Common Stock and (ii) our
officers and directors and (iii) officers and directors as a group.

NAME AND ADDRESS                    AMOUNT AND NATURE OF             PERCENT OF
OF BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP (1)(2)(3)   CLASS
-------------------                 ------------------------------   ----------

(i) Las Brisas de la Mar                250,000,000                    28.2%
    39900 N. General Kearny
    Temecula, CA 92591

    Aliso Circle Irrevocable Inter
    Vivos Trust                         120,000,000                    13.5%
    1278 Glenneyre, Suite 212
    Laguna Beach, CA 92651

    Vista de Catalina Trust             120,000,000                    13.5%
    9 Vista de Catalina
    Laguna Beach, CA 92651

    Mervyn A. Phelan, Jr.                40,000,000                     4.5%
    410 Broadway
    Laguna Beach, CA 92651

    David Michael, LLC                   52,987,369                     6.0%
    3809 South West Temple
    Salt Lake City, UT 84115

(ii) Officers and Directors
     The address for all officers and directors is 410 Broadway, 2nd Floor,
     Laguna Beach, CA 92651 unless otherwise noted

Mervyn A. Phelan, Sr.
through Aliso Circle Trust
and Silver Streak Investments           160,000,000                    18.1%

Craig Brown
through Vista de Catalina Trust         160,000,000                    18.1%

David Edwards                            20,200,000                     2.2%
Westgate House
Long Melford
Suffolk, UK CO109DR

John Tanner                              20,200,000                     2.2%
Westgate House
Long Melford
Suffolk, UK CO109DR

Richard Greene                            1,000,000                     0.0%

(iii) Officers &
Directors as a group                    362,400,000                    41.2%

(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, except the shares held by David
         Michael, LLC which are subject to an irrevocable proxy to vote the
         shares as the majority of other shareholders votes in shareholder
         elections.

                                       25



<PAGE>

(3)      Mervyn A. Phelan, Jr., Trustee of the Aliso Circle Irrevocable Inter
         Vivos Trust is the son of Mervyn A. Phelan, Sr., Chief Executive
         Officer of Senior Care and Chairman of the Board of Directors. The
         beneficiaries of the Trust are Sharon Phelan, wife of Mervyn A. Phelan,
         Sr., the children and grand_children of Mervyn A. Phelan, Sr. Mervyn A.
         Phelan, Jr. is also the president of Silver Streak Investments with the
         stock in that company being owned by the Aliso Circle Trust.

Preferred Stock:
---------------

SERIES A: An option to purchase up to 30,000,000 shares of Series A preferred
was granted to two officers of Senior Care on January 23, 2002. The options have
not been exercised. Series A preferred is voting but provides no rights to
dividends and no liquidation preference. This class of preferred is envisioned
purely as a "poison pill" vehicle in the event of an attempted takeover of
present management by outsiders.

SERIES F: 1,050,000 shares of Series F convertible preferred was issued as for
the purchase of properties in Baja California del Norte, Mexico during the year
2001. These shares are convertible into common stock of Senior Care on a formula
which allows 20% of the number of preferred shares to be converted into common
stock on the 24 month anniversary date of the issuance of the preferred shares
and 20% of the preferred shares convertible on each anniversary date thereafter
until all shares have been converted. The period of the conversion, therefore,
is six years from the date of issue. Each share of Series F preferred converts
into a sufficient number of common to pay the purchase price for the properties
which underlie the stock issuance. However, in order for the holder of the
preferred shares to request conversion, the holder must be able to grant good
title to the properties which underlie the original issuance of the preferred.
Management has received information which causes it to believe that it will not
be possible for Immobilaria Plaza Baja California to deliver title to the
property which represents 150,000 shares of Series F preferred and therefore,
those shares will in the opinion of management and its counsel, never be
convertible.

As to the other shares held by other entities, upon request for conversion and
upon satisfactory evidence that the holder of the Series F preferred has the
ability to transfer title to the property which underlies the issuance of these
shares to the present holder of the underlying contracts for deed, then the
Series F preferred could be presented for conversion by the holder thereof. The
number of shares of common stock to be issued upon conversion is based upon the
average ask price of the stock over a ten day period prior to the conversion
date. However, U.S. West Homes has an option to repurchase all of the preferred
shares prior to the conversion date by payment of cash either to the seller or
to a lien holder of the seller. The exact payment terms as to each parcel of
real property and the number of common shares which may result from the
conversion of Series F preferred, the conversion terms and the repurchase option
are set forth below:
<TABLE>
<CAPTION>

Name of            Number of Series     Conversion         Conversion terms        Repurchase option
shareholder        F preferred shares   Amount
------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                <C>                    <C>
Planificacion           300,000         $ 14,950,000       20% after 24 months    30 days before
desarollos de Jatay                                        20% after 12 months    1st conversion date
                                                           until all converted    30 days before
                                                                                  later conversion
                                                                                  dates with
                                                                                  $11,262,481 redeemed
                                                                                  on payment to note
                                                                                  holders

</TABLE>

                                       26



<PAGE>

The earliest first conversion date for these shares is April 30, 2003 at which
time the holder could present a total of 60,000 shares of Series F preferred for
conversion into common stock with a value on the first conversion date of
$2,990,000.

Based upon the present ask price of the stock of U.S. West Homes as of April 14,
2003 of $.003 per share, the number of common shares which would be required to
be issued would be as follows:

date of issue                 number of shares               number of shares of
                              of Series F cancelled          common issued
--------------------------------------------------------------------------------
April 30, 2003                60,000                         996,000,000
April 30, 2004                60,000                         996,000,000
April 30, 2005                60,000                         996,000,000
April 30, 2006                60,000                         996,000,000
April 30, 2007                60,000                         996,000,000

<TABLE>
<CAPTION>
Name of            Number of Series     Conversion         Conversion terms        Repurchase option
shareholder        F preferred shares   Amount
-------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                <C>                    <C>
Tri-National Holdings    600,000        $ 22,300,000       20% after 24 months    30 days before
                                                           20% after 12 months    1st conversion date
                                                           until all converted    30 days before
                                                                                  later conversion date
                                                                                  with $9,800,000
                                                                                  redeemed on payment
                                                                                  to Capital Trust
</TABLE>

The earliest first conversion date for these shares is April 30, 2003 at which
time the holder could present a total of 120,000 shares of Series F preferred
for conversion into common stock.

To calculate the amount which must be paid on that date the following
calculation applies:

$22,300,000 - $9,800,000 = $12,500,000 divided by 5 = $2,500,000

Based upon the present ask price of the stock of U.S. West Homes as of April 14,
2003 of $.003 per share, the number of common shares which would be required to
be issued would be as follows:

date of issue                 number of shares               number of shares of
                              of Series F cancelled          common issued
--------------------------------------------------------------------------------
April 30, 2003                120,000                      833,000,000
April 30, 2004                120,000                      833,000,000
April 30, 2005                120,000                      833,000,000
April 30, 2006                120,000                      833,000,000
April 30, 2007                120,000                      834,000,000

SERIES G: A total of 189,821 shares of Series G preferred shares were
outstanding held by 6 shareholders as of March 25, 2003. These shares convert
into common stock in Senior Care, each share of Series G preferred converting
into 60 shares of common stock on a formula which allows conversion of 20% of
the number of preferred shares held by an individual preferred shareholder on
the anniversary date of the issuance of those preferred shares and 20% on each
anniversary date thereafter until all preferred shares have been converted. The
conversion time is therefore five years. Thus, 189,821 Series G preferred shares
will convert into common shares as follows:

Total Series G preferred: 189,821 x 60 = 11,389,260

with the following number of additional shares being outstanding over the
conversion period:

Total dilution 12 months from issue date = 2,277,852
               24 months from issue date = 2,277,852
               36 months from issue date = 2,277,852
               48 months from issue date = 2,277,852
               60 months from issue date = 2,277,852

                                       27



<PAGE>

SERIES J: A total of 557,642 shares of Series J preferred shares ("J Preferred")
were outstanding held by one (1) shareholder at December 31, 2002. The Series J
preferred stock converts over a period of 10 years from the issue date, 20%
every two years. The total shares represent $22,626,000 less debt of $7,377,000
or $15,249,000.

Total Series J preferred: 557,642 = value of $15,249,000 divided by $.003 per
share = 5,083,000,000 common shares

If the price per share were to remain unchanged over the 10 year period provided
for conversion, the following total dilution of common stock would occur over
that period of time:

Total dilution 24 months from issue date = 1,016,000,000
               48 months from issue date = 1,016,000,000
               72 months from issue date = 1,016,000,000
               96 months from issue date = 1,016,000,000
              120 months from issue date = 1,016,000,000

SERIES K: A total of 50,000 shares of Series K preferred shares were
outstanding held by 2 shareholders as of March 25, 2003. These shares convert
into common in U.S. West Homes, these shares converting into a sufficient number
of common shares to pay $1,000,000 in lieu of cash.

Over a period of 5 years, the Series K preferred converts into common stock, 20%
of the Series K preferred converting after 12 months and additional 20%
conversions occurring on each 12 month anniversary date. A total of $1,000,000
is paid in common stock on the conversion date using the average ask price of
that stock during the 10 day period prior to the actual conversion. Assuming a
recent ask price of U.S. West Homes common at $. per share, the following
dilution would occur:

Total Series K preferred: 50,000 = value of $2,000,000 divided by $.003 per
share = 666,000,000 common shares.

If the price per share were to remain unchanged over the 5 year period provided
for conversion, the following total dilution of common stock would occur over
that period of time:

Total dilution 12 months from issue date = 133,300,000
               24 months from issue date = 133,300,000
               36 months from issue date = 133,300,000
               48 months from issue date = 133,300,000
               60 months from issue date = 133,300,000

                                       28



<PAGE>

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 which appear later in this annual report.

Forward-Looking Statements
--------------------------

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 REPORT, 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 U.S. WEST HOMES' BUSINESS.

Critical Accounting Policies
----------------------------

Revenue recognition and allowances for doubtful accounts

U.S. West Homes recognizes revenue when title and risk of ownership have passed
to the buyer. Allowances for doubtful accounts are estimated based on estimates
of losses related to customer receivable balances. Estimates are developed by
using standard quantitative measures based on historical losses, adjusting for
current economic conditions and, in some cases, evaluating specific customer
accounts for risk of loss. The establishment of reserves requires the use of
judgment and assumptions regarding the potential for losses on receivable
balances. Though U.S. West Homes considers these balances adequate and proper,
changes in economic conditions in specific markets in which U.S. West Homes
operates could have a material effect on reserve balances required.

Inventories

We value our inventories at lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) method, including material, labor and factory
overhead. U.S. West Homes writes down its inventory for estimated obsolescence
equal to the cost of the inventory. Product obsolescence may be caused by
shelf-life expiration, discontinuance of a product line, replacement products in
the marketplace or other competitive situations.

Fair value of assets acquired and liabilities assumed in purchase combinations

The purchase combinations carried out by us require management to estimate the
fair value of the assets acquired and liabilities assumed in the combinations.
These estimates of fair value are based on our business plan for the entities
acquired including planned redundancies, restructuring, use of assets acquired
and assumptions as to the ultimate resolution of obligations assumed for which
no future benefit will be received. Should actual use of assets or resolution of
obligations differ from our estimates, revisions to the estimated fair values
would be required. If a change in estimate occurs after one year of the
acquisition, the change would be recorded in our statement of operations.

                                     29



<PAGE>

Valuation of long-lived and intangible assets

We assess the fair value and recoverability of our long-lived assets, including
goodwill, whenever events and circumstances indicate the carrying value of an
asset may not be recoverable from estimated future cash flows expected to result
from its use and eventual disposition. In doing so, we make assumptions and
estimates regarding future cash flows and other factors to make our
determination. The fair value of our long-lived assets and goodwill is dependent
upon the forecasted performance of our business and the overall economic
environment. When we determine that the carrying value of our long-lived assets
and goodwill may not be recoverable, we measure any impairment based upon a
forecasted discounted cash flow method or fair value. If these forecasts are not
met, we may have to record additional impairment charges not previously
recognized. The most significant intangible asset are the notes receivable which
are owed by Senior Care International to U.S. West Homes. Whether U.S. West
Homes can expect payment on the notes when due is dependent upon whether the
present owners of Senior Care International will be able to obtain title to the
properties represented by the contracts for deed owned by Senior Care
International. We must rely on Mexican counsel to give us both an estimate of
the time it will take to obtain title. Presently, that time estimate is
dependent upon whether the Mexican courts or arbitrators will act soon enough to
allow the properties to be transferred and developed within the four year term
of the notes receivable.

Income taxes

We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We regularly review our deferred tax assets for recoverability and
establish a valuation allowance based upon historical losses, projected future
taxable income and the expected timing of the reversals of existing temporary
differences.

Investments in securities
-------------------------

On April 16, 2002, U.S. West Homes purchased 3,000,000 shares of Stem Genetics,
Inc. in return for 3,000,000 shares of U.S. West Homes common stock valued at
$870,000 on the date of purchase. Stem Genetics is involved in medical research
specializing in the research of blood stem cells to provide protections to the
body's immune system and to discover new therapies for cancer, diabetes and
human longevity. Stem Genetics has filed an SB-2 Registration Statement to
register the sale of Shares pursuant to a 504 offering.

Stem Genetics is a private company. The shares of Stem Genetics issued to U.S.
West were issued as a private placement under Rule 504 of Regulation D. Stem
Genetics is now conducting an IPO at $1.00 per share pursuant to a registration
statement on Form SB-2. U.S. West's shares are not being registered for resale.

However, no filing with the Securities & Exchange Commission has occurred since
August 2, 2002. As a result, management determined that there was considerable
doubt as to whether this company would meet its goals. As a result, management
made the determination to impair the entire carrying value of its investment in
Stem Genetics. The impairment of this asset is more fully discussed below under
asset impairments in the next section of this Annual Report.

Sales of assets
---------------

The Las Vegas shopping mall and office complex
----------------------------------------------

On April 25, 2002, two subsidiary corporations of U.S. West Homes were sold in
two cash and stock transactions. The buyer, in both instances, Aall Finished
Construction, Inc. is a wholly owned subsidiary of U.S. Homes and Properties,
Inc., a public company traded on the over the counter bulletin board under
trading symbol "USHP."

U.S. West Homes did this primarily to further consolidate its operations and
holdings so that U.S. West Homes can concentrate on its core business of
developing homes for seniors. The two sales disposed of Pecos Russell Business
Center, an executive office building in Las Vegas, Nevada and Friendly Bear
Plaza, a shopping strip mall, also in Las Vegas, Nevada. Both of these
properties were being held for rental income. The business of holding properties
for rental income is not U.S. West Homes's core business and no longer fits its
strategy of developing commercial complexes only when they are a part of a
larger planned urban development project.

                                     30



<PAGE>

However, the sale of the Pecos Russell Business Center was not successful and on
January 6, 2003, an agreement was reached between Aall Finish Construction, U.S.
West Homes and Ed Webb, the original seller of the property to U.S. West Homes,
pursuant to which Ed Webb took title to the property. The stock which U.S. Homes
and Properties, Inc. issued to U.S. West Homes was returned, the promise to pay
$250,000 was cancelled and 50,000 shares of Series K preferred stock which U.S.
West Homes had issued to Ed Webb was likewise cancelled.

The Mexican properties
----------------------

On May 29, 2002, U.S. West Homes entered into a stock purchase agreement for the
transfer of all of the shares of Senior Care International, S.A. de C.V. to Gold
Coast, S.A. de C.V., a Mexican corporation owned and controlled by Mexican
nationals. The sale price was $70,229,055 U.S. payable in four (4) years.
However, two of these contracts have now been determined to be unenforceable and
management agreed to cancel the promissory notes which related to those
unenforceable contracts. This has reduced the amount to be paid under these
promissory notes to $48,150,000. The carrying value of the contracts for deed
held by Senior Care International is now $20,151,000. Because we have a
continuing interest to support arbitration and/or litigation efforts, to assist
in financing and to advise with regard to the development of the properties, the
carrying value of the notes receivable has been adjusted to mirror the former
carrying value of those contracts for deed which are believed to be enforceable.

Additionally, an amount of up to 8% of the purchase price will be paid in a
combination of cash and stock to various entities who assisted in the
transaction.

Impairment considerations
-------------------------

Management meets at least quarterly to review U.S. West Homes's real estate and
other assets to determine whether there should be any adjustment in the carrying
value of those assets and to determine future discounted cash flows or fair
value as may be appropriate under the circumstances. We impaired the following
assets as of December 31, 2002:

Asset                 Impairment
                      Amount
-----------------     ------------
U.S. Homes and
 Properties           $  4,150,000
Delran Associates        1,000,000
Stem Genetics              870,000
Notes receivable        12,321,000
Real estate assets       1,138,000
Settlements of notes
 to related party        1,741,000
Loss on settlements        518,000
                      ------------
Total:                $ 21,738,000
                      ============

Stock in Stem Genetics
----------------------

There a number of assets which management must evaluate each time this process
is performed. The assets include the stock held in Stem Genetics, Inc., stock
held in Career Worth, Inc., the value of U.S. West Homes's membership interest
in Delran Associates, LLC and the notes receivable which are owed to U.S. West
Homes by Senior Care International. Management determined that as of the end of
the quarter ended September 30, 2002 and based upon information which management
received from Stem Genetics, Inc., from Career Worth, Inc. and from counsel in
the on-going litigation with respect to U.S. West Homes's membership interest in
Delran Associates and litigation with regard to the contracts for deed owned by
Senior Care International, which information management deems reliable, and
further, based upon information which management has received since the end of
that quarter, that the carrying value of those assets should not be changed at
this time. However, management will carefully monitor each of these investments
to determine whether an impairment may, never the less, be warranted as of
December 31, 2002.

                                     31



<PAGE>

Stem Genetics is presently a privately held company which has filed an SB-2
Registration Statement to register a private offering of stock to the public at
$1.00 per share. No filing with the Securities & Exchange Commission has been
made since August 2, 2002. Earlier in the year, 2002, management made a
determination that the asset no longer could be considered having a value of
$3,000,000 and therefore impaired the carrying value to $870,000. At the end of
the year, it determined that the asset has no appreciable value and has further
determined to impair the carrying value from $870,000 to zero.

Stock in U.S. Homes & Properties, Inc.
--------------------------------------

We also hold 4.2 million shares of Career Worth common stock which is traded in
the over the counter bulletin board market and has recently suffered substantial
price declines. The stock declined from an average bid price of approximately
$3.00 per share in April of 2002 when U.S. West Homes accepted the stock to an
average bid price over the last month of between $0.06 and $0.05 per share. Even
though the contracts under which we accepted payment for the sale of stock in
Friendly Bear Plaza, Inc. and P/R Business, Inc. calls for an adjustment in
April of 2003 which could result in more shares being issued to us because the
stock has fallen on the market, management of U.S. West Homes did not consider
this fact sufficient to keep them from impairing the carrying value of the
asset. After reviewing Career Worth's most recent quarterly report and based
upon the fact that it has 28,250,417 shares outstanding and a reported
shareholder equity of only $1,673,262, management of U.S. West Homes determined
that it should reduce the carrying value of Career Worth stock from $4,200,000
or $1.00 per share to $50,000 or $.012 per share.

The Delran limited liability membership interest
------------------------------------------------

U.S. West Homes acquired a 45% membership interest in Delran, an entity which
holds 30 acres of an undeveloped, fully entitled, commercial shopping center
site, and cash. The Company has not reported its share of the income or loss
from Delran because management of U.S. West Homes has not had access to
financial information on a periodic basis, and management has not had
significant influence in the day-to-day operations of Delran. U.S. West Homes
initiated litigation in late 1999, which continues through the current date, to
liquidate and distribute the assets of Delran. Management had information
available in 2000 that affected the carrying value of that interest. Through
litigation, management has discovered approximately $2,000,000 in cash and
property under contract to sell in the amount of $5,000,000. Management
believed, and continues to believe, its interest will be liquidated, and the
Company will receive proceeds in the range of $2 million to $2.5 million, net of
legal fees and costs to sell the property, based on management's estimate of the
fair value of the underlying assets held by Delran. The Company recorded an
impairment totaling $1,234,000 during the year ended December 31, 2000 using the
low end of the range of liquidation estimate or $2,000,000. Management has now
determined that an additional impairment of $1,000,000 be recorded during the
year ended December 31, 2002 leaving a revised carrying value of $1,000,000 at
December 31, 2002.

The interest in Signature Properties
------------------------------------

The original sellers of the Signature Development property in New Mexico brought
an action to foreclose the lien which they hold on our Signature Property
development New Mexico. They are owed $128,000. The action seeks a Judgment in
that amount plus accrued interest and seeks to sell the property which is the
subject of the deed of trust to satisfy the outstanding debt. The company has
made a conscious determination not to actively defend this lawsuit and expects
that early in 2003 the property will be sold to cover the debt. The carrying
value of this property was $619,000 but the asset was impaired down to the
value of the lien due to the pending foreclosure and management's decision
not to pay the lien or to pursue development of the property because recent
market studies showed that the Company would not profit from development
of the property unless a zoning variance was obtained and the prospect or
succeeding in obtaining a zoning variance was considered remote.

                                  32

Results of operations
---------------------

The results of operations of U.S. West Homes for the year ended December 31,
2001, as restated, compared to the year ended December 31, 2002 are discussed
below as are the results for the twelve month period ended December 31, 2001, as
restated, compared to December 31, 2002 and the financial statements concerning
operations for those periods which appear in Exhibit 13 to this Annual Report.

Revenues
--------

During the year ended December 31, 2001, U.S. West Homes received income from
real estate sales, equipment rental and commercial real estate rentals as well
as income from its manufacturing operations. Likewise, during the year ended
December 31, 2002, revenues came from the same sources.

For the twelve month period ended December 31, 2001, as restated, we realized
furniture sales of $4,700,000 as compared to sales for the year ended December
31, 2002 of $4,481,000. Income from condominium sales for the year ended
December 31, 2001 totaled $4,101,000 as compared to condominium sales of
$671,000 during the twelve period ended December 31, 2002. The reason for the
reduction in condominium sales resulted from a dispute which arose between the
contractor and Company management which resulted in Evergreen Manor II being
placed under bankruptcy protection. This resulted in no sales for a period of
nearly eleven months. Sales resumed in November, 2002 and are now proceeding.

Cost of goods sold - furniture sales
------------------------------------

For the twelve month period ended December 31, 2001, the cost of goods sold was
$3,878,000 or 82.5% of adjusted gross sales as compared to $3,437,000 for the
twelve month period ended December 31, 2002, which equaled a total of 76.7% of
gross sales from our furniture manufacturing operations. The improvement in
costs was the direct result of a new factory manager being hired who reduced
costs and improved the assembly line by making manufacturing operations more
efficient.

Selling, general & administrative expenses - furniture sales
------------------------------------------------------------

Sales and marketing expenses for the twelve month period ended December 31, 2001
which were associated with furniture sales totaled $269,000 as compared to
$281,000 for the twelve month period ended December 31, 2002. Noble Furniture
had administrative costs of $643,000 for the twelve month period ended December
31, 2001 as compared to $751,000 for the twelve month period ended December 31,
2002. Again, marked reduction in costs at Noble were the direct result of
efficiencies in operations made by the new factory manager.

Stock based compensation
------------------------

During the twelve month period ended December 31, 2002, U.S. West Homes issued
13,900,000 shares of common stock as stock based compensation to officers,
directors and employees with a value of $2,777,000 based upon the market price
for those shares on the date of issue. Additionally, U.S. West Homes issued
22,000,000 shares of common stock to real estate consultants in lieu of cash
compensation with a value of $3,147,000. 5,500,000 shares were issued to
attorneys in lieu of $145,000 in cash for legal fees. 11,625,000 shares were
issued for investor relations with a value of $827,000. Finally, we issued
200,000 shares to directors in lieu of directors' fees with a value of $150,000.

Interest expense
----------------

Interest expense totaled $1,638,000 for the twelve month ended December 31, 2001
as compared to $1,437,000 for the twelve month period ended December 31, 2002.

                                    33



<PAGE>

Net loss
--------

The net loss on continuing operations for the twelve month period ended December
31, 2001 was $19,518,000 as compared to a loss of $31,680,000 for the twelve
month period ended December 31, 2002. This resulted in a net loss per share,
both basic and diluted of $1.59 for the twelve month period ended December 31,
2001 based upon a weighted average of 12,290,862 shares outstanding, both basic
and diluted as compared to a net loss of $0.33 per share, both basic and
diluted, for the twelve month period ended December 31, 2002 based upon a
weighted average of 92,888,776 shares outstanding, both basic and diluted.

When the loss on continuing operations is combined with the gain or loss from
discontinued operations, then the following picture is shown. The net loss after
including discontinued operations for the twelve month period ended December 31,
2001 was $20,416,000. This translates into a loss for the twelve month period
ended December 31, 2001 of $1.66 per share basic and diluted. The net loss when
combined with discontinued operations for the twelve month period ended December
31, 2002 decreased the loss to $30,888,000. This decrease in the loss was not
significant enough to effect the loss per share which remained at $0.33 per
share, both basic and diluted, for the twelve month period ended December 31,
2002 based upon a weighted average of 92,888,776 shares outstanding, both basic
and diluted.

Liquidity and capital resources
-------------------------------

Cash flows
----------
Net cash provided by operating activities totaled $928,000 for the twelve month
period ended December 31, 2001 as compared to net cash used by operating
activities of $956,000 for the twelve month period ended December 31, 2002
largely due to lower sales of real estate inventories in 2002.

Net cash provided by investing activities totaled $82,000 for the twelve month
period ended December 31, 2001 as compared to cash used by investing
activities of $986,000 for the twelve month period ended December 31, 2002.
Of the cash used by investing activities during the year 2002, $950,000
represented real estate expenditures for improvements to properties
under development including San Jacinto and Flamingo 55 for such things as
engineering and architectural plans required to obtain city and county
permits.

Net cash used in financing activities totaled $952,000 for the twelve month
period ended December 31, 2001 as compared to net cash provided by financing
activities of $1,920,000 and for the twelve month period ended December 31,
2002. During the year ended December 31, 2002, Management was required to borrow
an additional $2,011,000 from its line of credit with a related party mainly due
to Management's inability to obtain construction financing.

Net cash paid for interest not including interest paid which was capitalized
totaled $1,638,000 for the twelve month period ended December 31, 2001. No
interest was capitalized for the twelve month period ended December 31, 2002
because we have delayed development due to a lack of construction financing.

The following table shows non-cash transactions which were completed during
the years ended December 31, 2001 and 2002 by issuing stock:

<TABLE>
<CAPTION>
                                                                  year ended
                                                         Dec. 31, 2001    Dec. 31, 2002
<S>                                                      <C>              <C>
Stock issued to purchase real estate:
  Series F Preferred issued for real estate
   contracts for deed                                    $ 32,309,000     $         --
  Series J Preferred issued for real estate assets
   net of liability assumed of $7,377,000                  17,071,000               --
  Redeemable common stock issued for repayment of note             --        7,377,000
  Common stock issued for real estate assets                1,661,000               --
  Common stock issued for payment of mortgage notes         2,082,000               --
  Common stock issued in settlement of related
   party notes payable                                             --        2,199,000
  Net sale of contracts for deed for notes                         --       32,478,000
Marketable securities received from sales
   of commercial rental property                                   --        4,200,000
Other financing and investing activities:
  Common stock issued for investment, at cost                      --          870,000
</TABLE>

Our future capital requirements
-------------------------------
Our greatest requirement for cash during the next two years will be the need for
cash for real estate development projects and office overhead to sustain the
Company as a public entity. Monthly cash requirements are approximately $125,000
or $1,500,000 annually.

                                  34


<PAGE>

U.S. West Homes already has a credit line for Noble Furniture from Celtic
Capital which we believe will meet our manufacturing requirements for the
immediate future.

Also, U.S. West Homes has an equity line with Richfield Financial, a company
which is owned by a syndicate of 35 investors. The managing member of the
limited liability company is Mervyn A. Phelan, Jr., trustee of the Aliso Circle
Irrevocable Trust. Mr. Phelan is the son of U.S. West Homes's chairman and Chief
Executive Officer. As of December 31, 2002, U.S. West Homes had taken a total of
$3,338,000 against that credit line. The Company has the ability to borrow up to
a maximum of $5,000,000. At December 31, 2003, the Company had $1,662,000
available under the credit facility. Richfield has given notice to management
that it will continue to support the cash needs of the Company and will, if
necessary, increase the credit line. Management has received confirmation from
Mervyn A. Phelan, Jr. in the form of bank deposit confirmations that Richfield
Financial has cash and liquid securities on hand and available for the immediate
use of U.S. West Homes totaling $1,500,000. The Company will need to refinance
the land loans which it has on the San Jacinto property as well as the Flamingo
55 property within the next few months. That is because the San Jacinto land
loan is already due and the Flamingo land loan comes due in June, 2003. This
will require the Company to obtain financing of at least $5,280,000 in order to
pay those loans. As of the date of this Annual Report, U.S. West Homes has not
accepted any commitment to refinance these loans. If U.S. West Homes does not
accept find new loans soon or is unable to find a loan that Acceptable to the
Company or is unable to obtain new loans at all, this would seriously impact
U.S. West Homes's ability to complete these planned projects and could result in
foreclosure. However, management believes that if it became impossible to find
such financing, U.S. West Homes could sell the projects to others before
foreclosure could be completed due to the enhancements to the value of those
projects which U.S. West Homes has already completed such as the recording of a
plot map, completion of engineering and plan approvals.

Management listed the Flamingo 55 property for sale early in 2003 for $1,450,000
and recently received an offer from a qualified buyer for $1,300,000 which, if
accepted would bring approximately $500,000 of cash to the Company and would
result in reducing additional borrowings from Richfield Financial.

The chart which appears below shows the present value of these properties based
upon recent appraisals or broker's opinion of value and establish what
management believes could be obtained if the Company were required to sell out
either one or both of these projects.

<TABLE>
<CAPTION>

Name of project             Purchase price    Additional     Total            Appraisal or
                                              Investment     Investment       other opinion
-------------------------------------------------------------------------------------------------
<S>                         <C>               <C>             <C>              <C>
Flamingo 55                 $   990,000       $   232,000     $ 1,222,000      $ 1,300,000
                                                                               based on recent
                                                                               offer to purchase

The Cottages at San Jacinto   3,000,000         1,150,000       4,150,000        6,098,000
                                                                               based on appraisal
                                                                               in March, 2003
                            ------------        ----------    ------------     ------------
Total:                      $ 3,990,000         1,382,000     $ 5,372,000      $ 7,398,000

</TABLE>

Presently, Management is working diligently to attempt to obtain construction
financing on projects already under way.  Once construction on the San Jacinto
and Flamingo projects has actually commenced, we will again look at purchasing
additional projects for development.

We do this by attempting to purchase land in exchange for stock, either common
or preferred or, in certain circumstances, a combination of both. In these
instances there may be no requirement for cash other than for entitlements which
may need to be done either prior to the taking of title or after we secure
title. When there is a need for cash, then we anticipate raising that cash by
the formation of a limited partnership where the limited partners will receive
an equity participation in the ownership of the project in exchange for cash.
U.S. West Homes or its subsidiary acts as the general partner in these
transactions and would normally hold a controlling interest in the partnership.
Monies invested in these partnerships is used for the purchase of land and
securing of entitlements when necessary.

Once the land has been purchased and all entitlements obtained, the money for
construction generally will come from construction loans which U.S. West Homes
will obtain directly from bank lenders or other institutions.

The promissory notes totaling $1,596,000 in connection with the Evergreen
condominium development were due and payable in full in February, 2002. The
lenders have agreed to allow Evergreen to pay these notes in an orderly manner
as the units are sold. Evergreen is presently under the aegis of the Bankruptcy
Court and the creditors have not taken any action which would jeopardize the
interest which U.S. West Homes has in that asset.

                                   35



<PAGE>

The second loan of the Flamingo 55 property in Las Vegas is also delinquent in
the amount of $53,000. The lender is presently in bankruptcy in Nevada and U.S.
West has been negotiating with the bankruptcy trustee in that case to settle the
payment of this loan by payment in full. U.S. West Homes does have the ability
to pay this loan if and when the bankruptcy trustee determines to accept a
negotiated payment amount. The Company believes that the bankruptcy trustee has
no intention of commencing foreclosure proceedings to enforce collection of the
note. The reason for this belief is that the bankruptcy trustee may not have the
right to foreclose this loan due to complex legal problems which exist in
connection with the bankrupt estate of the lender. However, if U.S. West Homes
determined that it wished to pay the note in full, it believes that it could do
so by tendering the amount due to whomever is entitled to the funds.

The loan due in the amount of $2,109,000 on the San Jacinto project was also due
in August, 2002. Another loan in the amount of $551,000 with respect to that
property which was also due was paid in December, 2002 by Richfield Financial
and that entity now holds this note.  This note is still in default but no
request for payoff has been made. The holder of the first loan of $2,109,000
has taken no action to foreclose his loan, has continued to accept monthly
interest payments and has been closely monitoring the progress of the Company as
it moves to begin building the project. Also, negotiations have commenced to
extend the loan and build into it release provisions which would allow lots to
be sold as homes are built and pay off the loan in increments as the homes are
sold.

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,
from profits in our manufacturing facility, investment funds received from
limited partnerships and further borrowings against credit lines which we
already have available to us. 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.

Noble Furniture leases
----------------------

U.S. West Homes has an equipment lease on equipment used by Noble Furniture
requiring payments of $320 per month which expired in July, 2002.

                                 36



<PAGE>

                                  PART III

Incorporated by reference on Form 10-KSB filed on April 15, 2003 excepting
therefrom Item 13.

ITEM 13: EXHIBITS & REPORTS ON FORM 8-K

The following exhibits are attached to this annual report:

Exhibit No.       Description
-----------       -----------

Exhibit 3(i)a:    Articles of Incorporation [incorporated by reference
                  filed on Form 10-SB on December 27, 2000].

Exhibit 3(i)b:    Articles & Agreement & and Plan of Merger [incorporated
                  by reference filed on Form 10KSB on April 17, 2002].

Exhibit 3(i)c:    Amendment to Articles of Incorporation increasing share
                  authorization [incorporated by reference filed in Definitive
                  Information Statement on Form 14c on February 12, 2002].

Exhibit 3(i)d:    Certificate of Powers, Designations, Preferences &
                  Rights of Series F Preferred stock [Incorporated by reference
                  filed with Annual Report on Form 10-KSB on April 16, 2002].

Exhibit 3(i)e:    Certificate of Powers, Designations, Preferences &
                  Rights of Series G Preferred stock [Incorporated by reference
                  filed with Annual Report on Form 10-KSB on April 16, 2002].

Exhibit 3(i)f:    Certificate of Powers, Designations, Preferences &
                  Rights of Series J Preferred stock [Incorporated by reference
                  filed with Annual Report on Form 10-KSB on April 16, 2002].

Exhibit 3(i)g:    Certificate of Powers, Designations, Preferences &
                  Rights of Series K Preferred stock [Incorporated by reference
                  filed with Annual Report on Form 10-KSB on April 16, 2002].

Exhibit 3(i)h:    Amendment to Articles of Incorporation increasing share
                  authorization [incorporated by reference filed in Definitive
                  Information Statement on Form 14c on June 25, 2002].

Exhibit 3(i)i:    Amendment to Articles of Incorporation changing name of
                  the corporation [incorporated by reference filed in Definitive
                  Information Statement on Form 14c on September 13, 2002].

Exhibit 3(i)j:    Amendment to Articles of Incorporation increasing share
                  authorization [incorporated by reference filed in Definitive
                  Information Statement on Form 14c on December 26, 2002].

Exhibit 3(i)k:    Amendment to Articles of Incorporation increasing share
                  authorization [incorporated by reference filed in Definitive
                  Information Statement on Form 14c on March 24, 2003].

Exhibit 3(ii):    Amended & Restated Bylaws dated January 2, 2003
                  [incorporated by reference filed in Form S-8 on February 12,
                  2003].

Exhibit 10(i):    Employment Agreement with Craig H. Brown [incorporated
                  by reference filed in Form S-8 on January 2, 2003].

Exhibit 10(ii):   Employment Agreement with Mervyn A. Phelan, Sr. [incorporated
                  by reference filed in Annual Report on Form 10-KSB filed
                  April 16, 2002]

Exhibit 10(iii):  2003 Qualified Stock Option Plan [incorporated by
                  reference filed in Definitive Information Statement on Form
                  14c on on December 26, 2002].

Exhibit 13:       Auditor's Report and Amended Financial Statements

Exhibit 21:       Subsidiaries of the Registrant

Exhibit 99.1      Certification of Chief Executive Officer Pursuant To 18
                  U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
                  Sarbanes-Oxley Act of 2002 [incorporated by reference in
                  Annual Report on Form 10-KSB filed on April 15, 2003]

Exhibit 99.2      Certification of Chief Financial Officer Pursuant To 18
                  U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
                  Sarbanes-Oxley Act of 2002 [incorporated be reference in
                  Annual Report on Form 10-KSB filed on April 15, 2003]

                                      37



<PAGE>

The following reports were made on Form 8-K during the year 2002 and from the
beginning of the year 2002 to the date of the filing of this annual report and
are incorporated herein by reference:

1. Report on Form 8-K reporting the dismissal of independent accountant as of
January 2, 2002 and engagement of new independent accountant for the company
which report was filed on January 10, 2002 together with all exhibits attached
thereto;

2. Report of Form 8-K filed on May 5, 2002 reporting the sale of stock in
Friendly Bear Plaza, Inc. and PR Business, Inc. together with all exhibits
attached thereto;

3. Report on Form 8-K filed on September 18, 2002 reporting the sale of stock in
Senior Care International, S.A. de C.V. together with all exhibits attached
thereto;

4. Report on Form 8-K filed on October 24, 2002 reporting certain changes in the
valuation of assets together with all exhibits attached thereto;

5. Report on Form 8-K filed on January 14, 2003 reporting certain events
regarding certain officers and directors of U.S. West Homes;

6. Report on Form 8-K filed on February 28, 2003 reporting compensation to
certain officers and directors of U.S. West Homes.

                                     38



<PAGE>

                                   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 22nd day of April, 2003.

          U.S. West Homes, Inc.

/s/ Mervyn A. Phelan, Sr.
-------------------------
Chairman of the Board of
Directors and Chief
Executive Officer

/s/ Craig Brown
-------------------------
President & Director

/s/ John Semmens, CPA
------------------------
Chief Financial Officer

/s/ David Edwards
------------------------
Director

/s/ John Tanner
------------------------
Director

                                       39



<PAGE>

                                  CERTIFICATION

I, Mervyn A. Phelan, certify the following:

1. I have reviewed this annual report on Form 10-KSB/A of U.S. West Homes, Inc.;

2. Based on my knowledge, this amended annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of U.S.
West Homes, Inc. as of, and for, the periods presented in this annual report;

4. U.S. West Homes, Inc.'s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-14 and 15d-14) for U.S. West Homes, Inc. and
we have done the following:

a) designed such disclosure controls and procedures to ensure that material
information relating to U.S. West Homes, Inc. is made known to us by others
within U.S. West Homes, particularly during the period in which this annual
report is being prepared;

b) evaluated the effectiveness of U.S. West Homes, Inc.'s disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. U.S. West Homes, Inc.'s other certifying officer and I have disclosed, based
on our most recent evaluation, to U.S. West Homes, Inc.'s auditors and the audit
committee of U.S. West Homes Inc.'s board of directors:

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect U.S. West Homes, Inc.'s ability to record, process,
summarize and report financial data and have identified for U.S. West Homes,
Inc.'s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in U.S. West Homes, Inc.'s internal
controls; and

6. U.S. West Homes, Inc.'s other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

April 22, 2003

/s/ MERVYN A. PHELAN

Mervyn A. Phelan

Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)



<PAGE>

                                  CERTIFICATION

I, John Semmens, certify the following:

1. I have reviewed this annual report on Form 10-KSB/A of U.S. West Homes, Inc.;

2. Based on my knowledge, this amended annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of U.S.
West Homes, Inc. as of, and for, the periods presented in this annual report;

4. U.S. West Homes, Inc.'s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-14 and 15d-14) for U.S. West Homes, Inc. and
we have done the following:

a) designed such disclosure controls and procedures to ensure that material
information relating to U.S. West Homes, Inc. is made known to us by others
within U.S. West Homes, particularly during the period in which this annual
report is being prepared;

b) evaluated the effectiveness of U.S. West Homes, Inc.'s disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. U.S. West Homes, Inc.'s other certifying officer and I have disclosed, based
on our most recent evaluation, to U.S. West Homes, Inc.'s auditors and the audit
committee of U.S. West Homes Inc.'s board of directors:

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect U.S. West Homes, Inc.'s ability to record, process,
summarize and report financial data and have identified for U.S. West Homes,
Inc.'s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in U.S. West Homes, Inc.'s internal
controls; and

6. U.S. West Homes, Inc.'s other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

April 22, 2003

/s/  JOHN SEMMENS

John Semmens

Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)