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EXHIBIT 3ii

                          SENIOR CARE INDUSTRIES, INC.

                                     BY LAWS

                                   ARTICLE ONE
                                  CAPITAL STOCK

SECTION ONE: Share certificates, as approved by the Board of Directors, shall be
issued to shareholders specifying the name of the owner, number of shares, and
date of issue. Each certificate shall be signed by the President and Secretary
with the corporate seal affixed thereon. Each certificate shall be numbered in
the order in which it is issued.

SECTION TWO: Each shareholder shall be entitled to one vote per share of common
stock, unless otherwise stated in Article of Incorporation.

SECTION THREE: Transfer of shares of stock shall be in the transfer ledger of
the corporation. Such transfers shall be done in person or by power of attorney.
Transfers shall be completed on the surrender of the old certificate, duly
assigned.

                                   ARTICLE TWO
                              SHAREHOLDER'S MEETING

SECTION ONE: The annual meeting of the shareholders shall be held on the 10th
day of December at 3450 East Russell Road, Las Vegas, Nevada 89102. If the
stated day is a weekend day or a legal holiday, the meeting shall be held on the
next succeeding day not a weekend day or a holiday.

SECTION TWO: The place of the annual meeting may be changed by the Board of
Directors within or without the State of incorporation for any given year upon
90 days notice to the shareholders. Special meetings may be held within or
without of the State of incorporation and at such time as the Board of Directors
may fix.

SECTION THREE: Special meeting of the shareholders may be called at any time by
the President or any holder(s) of at least twenty-five percent of the
outstanding capital stock.

SECTION FOUR: Notice of any special meeting of the shareholders shall be given
to all shareholders to their last known address by registered mail. Notice of
any special meeting of the share-holders shall state the purpose of such
meeting. Notice of a special meeting may be waived in writing either before or
after such meeting.

SECTION FIVE: Unless otherwise provided by law or the Articles of Incorporation,
all meetings of the shareholders, action may be taken by a majority vote of the
number of shares entitled to vote as represented by the shareholders present at
such meeting. Directors shall be elected by a plurality vote. A quorum shall
constitute one share over fifty percent of the outstanding shares entitled to
vote as represented by the shareholders present at such meeting. No business may
be transacted without the presence of a quorum. At any time during any
shareholders meeting, if it is determined that a quorum is no longer present,
the meeting shall be then adjourned.

SECTION SIX: Action may be taken by the shareholders without a formal meeting by
consent, if such consent is executed in writing by all of the shareholders
entitled to vote and if allowed under the laws of the State of Incorporation.



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                                  ARTICLE THREE
                                    DIRECTORS

SECTION ONE: The Board of Directors shall control the full and entire management
of the affairs ad business of the corporation. The Board of Directors shall
adopt rules and regulations to manage the affairs and business of the
corporation by resolution at special or the annual meeting. A quorum shall
consist of a majority of the directors. Resolutions adopted and all business
transacted by the Board of Directors shall be done by a majority vote of the
directors present at such meetings

SECTION TWO: The Board of Directors shall consist of three members to be elected
by the shareholders at an annual meeting. The term of office shall be one year.
Vacancies may be filled by the Board of Directors prior to the expiration of the
term. Such appointment shall continue until the next annual meeting of
shareholders.

SECTION THREE: The Board of Directors shall meet annually at the same place of
the shareholders meetings immediately following the annual meeting of the
shareholders. Special meetings of the Board of Directors may be called by the
President or any three (3) directors on ten (10) days notice, or such other and
further notice as required by the laws of the State of incorporation.

SECTION FOUR: Notice of special or regular meetings of the Board of Directors
other than the annual meeting of the Board of Directors, Shall be made by mail
to the last known address of each director. Such notice shall be mailed ten (10)
days prior to such meeting and shall include time and place and reasons for the
meeting. All other requirements of the laws of the State of incorporation for
notices shall be followed.

SECTION FIVE: All directors of the corporation who are present at a meeting of
the Board of Directors shall be deemed to have assented to action taken at such
meeting as to any corporate action taken, unless a director who did not vote in
favor on such action goes on record in the minutes as dissenting. In such a
case, the dissenting directors will not be deemed to having assented to the
action taken.

SECTION SIX: Directors may be removed for cause by a majority vote at a meeting
of the shareholders or Directors. Directors may be removed without cause by a
majority vote at a meeting of shareholders.

                                  ARTICLE FOUR
                                    OFFICERS

SECTION ONE: The officers of the corporation shall consist of a President, Vice
President, Secretary and Treasurer. All officers shall be elected by the Board
of Directors and shall serve a term for compensation as fixed by the Board of
Directors. The Board of Directors may establish other offices as it may be deem
fit.

SECTION TWO: The chief executive officer shall be the President. The President
shall have management powers of the corporation. His duties shall include but
are not limited to administration of the corporation presiding over shareholders
meeting including general supervision

of the policies of the corporation as well as general management. The President
shall execute contracts, mortgages, loans and bonds under the seal of the
corporation. The President shall have other powers as determined by the Board of
Directors by resolution.

SECTION THREE: The Secretary shall keep the minutes of meetings of the Board of
Directors and shareholder meetings. The Secretary shall have charge of the
minute books, seal and stock books of the corporation. The Secretary shall have
other powers as delegated by the President.



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SECTION FOUR: The Treasurer shall have the power to manage the financial affairs
of the corporation. The Treasurer shall keep books and records of the financial
affairs and make such available to the President and Board of Directors upon
request. The Treasurer may make recommendations to the officers and directors in
regard to the financial affairs of the corporation.

SECTION FIVE: The Vice-President, if one is appointed by the Board or Directors,
shall have such powers as delegated to him by the President. Upon the inability
to perform by the President, the Vice-President shall serve as President until
such time as the President shall be able to perform or further action by the
Board of Directors. The President shall be deemed unable to perform his duties
upon written notification by the President of such inability or resignation to
the Board of Directors that the President is unable to perform.

SECTION SIX: Vacancies shall be filled by the Board of Directors. Until such
time as vacancies are filled the following rules of succession shall apply
without regard to Section Five of this Article. The Vice-President shall act as
President, the Treasurer shall act as Secretary, and the Secretary shall act as
Treasurer.

SECTION SEVEN: Assistants to officers may be appointed by the President. These
duties shall be those delegated to them by the President or the Board of
Directors.

SECTION EIGHT: Compensation of the officers shall be determined by the Board of
Directors.

                                  ARTICLE FIVE
                    CONTRACTS AND INSTRUMENTS OF INDEBTEDNESS

SECTION ONE: No contracts or any instrument of indebtedness shall be executed
without approval by the Board of Directors by resolution. Upon such resolution,
the President shall be authorized to execute contracts or instruments of
indebtedness as specified in the resolution.

SECTION TWO: All checks, drafts or other instruments of indebtedness shall be
executed in the manner as determined by the Board of Directors by resolution.

                                   ARTICLE SIX
                                 CORPORATE SEAL

The seal of the corporation shall be provided by the Board of Directors by
resolution. The seal shall be used by the President or other officers of the
corporation as provided for in these By-laws..

                                  ARTICLE SEVEN
                                    AMENDMENT

These By-laws may be amended from time to time by a majority vote of the Board
of Directors or by a majority vote of the shareholders. These By-laws may be
repealed and new By- laws established in the same manner as amendments. These
By- laws will continue in full force and effect until amended or repealed and
replaced by new By-laws.

                                  ARTICLE EIGHT
                                    DIVIDENDS

The Board of Directors may from time to time declare dividends to the
shareholders. These distributions may be in cash or property. No such dividends
may be made out of the capital of the corporation.

KNOW ALL MEN BY THESE PRESENTS: That, the undersigned, being the Directors of
the above-named Corporation, do hereby consent to the foregoing By-laws and
adopt the same as and for the By-laws of said Corporation.



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IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of August, 1999.

ATTEST:

/s/ Tom Reichman
-------------------------------, President

/s/ Ken Schultz
-------------------------------, Secretary