<PAGE>

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


                                  FORM 10 - KSB
                                Amendment No. 1


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

                      FOR THE YEAR ENDED DECEMBER 31, 1999

                          SENIOR CARE INDUSTRIES, INC.

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


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


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

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


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

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


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

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



<PAGE>

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 109-KSB. [ ]

State the issuer's revenues for its most recent fiscal year. $1,950,428.00

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.

$26,648,616.00

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Common Shares 7,212,154
Preferred Shares 434,500


<PAGE>

FORWARD LOOKING STATEMENTS

Senior Care Industries, Inc., ("Senior Care Industries, Inc.," or the "Company")
cautions readers that certain important factors may affect the Company's actual
results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form
10-KSB or that are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "plans," or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. Factors that may affect the Company's
results include, but are not limited to, the Company's limited operating
history, its ability to produce additional products and services, its dependence
on a limited number of customers and key personnel, its possible need for
additional financing, its dependence on certain industries, and competition from
its competitors. With respect to any forward-looking statements contained
herein, the Company believes that it is subject to a number of risk factors,
including: the Company's ability to implement its product strategies to develop
its business in emerging markets; competitive actions; and, general economic and
business conditions. Any forward-looking statements in this report should be
evaluated in light of these important risk factors. The Company is also subject
to other risks detailed herein or set forth from time to time in the Company's
filings with the Securities and Exchange Commission.

                                        2


<PAGE>



INFORMATION REQUIRED IN REGISTRATION STATEMENT

TABLE OF CONTENTS


Part I                                                4

Item 1.  Description of Business                      4

Item 2.  Description of Property                      6

Item 3.  Legal Proceedings                            6

Item 4.  Submission of Matters to a Vote of
         Security Holders                             6

Part II                                               7

Item 5.  Market for Common Equity and
         Related Stockholder Matters                  7

Item 6.  Management's Discussion and Analysis
         Or Plan of Operation                         7

Item 7.  Financial Statements                         8

Item 8.  Changes in and disagreements with
         Accountants on Accounting & Financial
         Disclosures                                  18

Part III

Item 9.  Directors, Executive Officers, Promoters
         And Control Persons; Compliance with
         Section 16(a) of the Act                     19

Item 10.  Executive Compensation                      22

Item 11.  Security Ownership of Certain Beneficial
          Owners and Management                       22

Item 12.  Certain Relationships and Related
          Transactions                                22

Item 13.  Exhibits and Reports on Form 8-K            22

                                        3




<PAGE>

Part I

Item 1.  Description of Business

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

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

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

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

On August 31, 1999, the Company completed an asset purchase agreement where it
purchased the assets and liabilities of East-West Developer, Inc. for a note
payable of $700,000 and 1,480,122 shares or Senior Care Industries, Inc.'s
common stock and 400,000 shares of preferred stock.

The Company's projects and or the services the Company may offer fall under the
auspices of various state and federal regulatory agencies and various licensing
and or zoning requirements and programs, such as the "Medicaid waiver programs".
The company currently owns a project in Monterey Park, California whose zoning
approval required a non-profit organization be formed to own a 10% interest at
the request of the city of Monterey Park.

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

The pharmaceutical divison acquires nutriceutical and or pharmaceutical
manufacturing companies and web based health products distributors as a feeder
to manufacture and sell the products through an" E-commerce pharmacy. The
Company pharmaceutical division has developed a program to include a full
service web-based senior support system that sells direct to the consumer,
related health products in the financial services sector, including life
insurance, health insurance, dietary advice, holisitic medical alternatives,
water and air purification. The Company is finalizing a web-site and a support
staff offering 24 hour access to these products and services.

The manufacturing division acquires furniture manufacturing companies and food
manufacturing companies, enabling the firm to service its Age restricted
communities with its own food and furnish its facilities through its own
manufacturing companies.

The real estate division invests in, manages, and develops conventional housing
and senior housing, with an emphasis on affordable for-sale and rental,
age-restricted independent living communities, and on a market sensitive case by
case basis, assisted living communities and commercial properties.


The real estate division builds, develops, services, acquires, finances, and
manages a diverse portfolio of real estate. The Real Estate Division is run by
senior officers of the Company who are themselves a diverse mix of real estate
and health care professionals whose decades of experience enable the company to
focus on three distinct real estate markets; (i) Age-restricted active living
senior housing, (ii) conventional housing consisting of town-home, apartments
and condominiums; (iii) and commercial retail development, with a particular
emphasis on retail development that is ancillary to the Company's housing
project.

The Company employs 12 employees, full time. The company expects to employ 100
employees by December 31, 2001.

                                       4
<PAGE>

The Company's projects and/ or the services the Company may offer fall under the
auspices of various state and federal regulatory agencies and various licensing
and or zoning requirements and programs, such as the "Medicaid waiver programs"
The company currently owns a project in Monterey Park, California whose zoning
approval required a non-profit organization be formed to own a 10% interest at
the request of the city of Monterey Park.

The real estate division builds, develops, services, acquires, finances, and
manages a diverse portfolio of real estate. The Real Estate Division is run by
senior officers of the Company who are themselves a diverse mix of real estate
and health care professionals whose decades of experience enable the company to
focus on three distinct real estate markets; (i) Age-restricted active living
senior housing, (ii) conventional housing consisting of town-home, apartments
and condominiums; (iii) and commercial retail development, with a particular
emphasis on retail development that is ancillary to the Company's housing
project.

Because of their expertise and the fact that the principal officers and
directors of the Company=s Real Estate Division are bi-coastal, the Real Estate
Division is able to focus on the development of its projects on the East Coast,
with an emphasis on the New York-New Jersey Metropolitan area, California, with
an emphasis on Southern California, and in Las Vegas and New Mexico, thereby
accessing and profiting from the most diverse and fundamentally sound real
estate markets in the country.

On April 30, 1999 Senior Care Industries acquired a licensing agreement with CF
Kent, a diversified manufacturer of furniture with separate 100,000 square foot
plants in Beijing and Shanghai, enabling the company to manufacture high end
furniture for its facilities at wholesale prices. CF Kent has a 10 year history
of manufacturing furniture for US furniture manufacturers who sell the products
to retail stores throughout the United States. The company is seeking to expand
its manufacturing capabilities by acquiring a domestic furniture manufacturer.
In addition, the Company is seeking a food manufacturing company to acquire in
order to service the food needs of its Senior facilities.

Although the Real Estate Division of the Company will continue it's west coast
development in Las Vegas, New Mexico, Arizona and California, it is placing
particular emphasis on locating opportunities within southern California's
"sixty mile circle". The Evergreen Manor II project owned by the Company, as
well as the commercial project in Laguna Beach that is owned by the Company,
fall within the "sixty mile circle", which is the area within sixty miles of
downtown Los Angeles.


                                       5


<PAGE>

The pharmaceutical and manufacturing divisions will deliver their services
through on-line distribution and the physical manufacture of the products each
division offers.

The Real Estate Division of Company delivers its services through the
acquisition, construction and ongoing management of senior facilities throughout
the United States.

The company owns a 40% interest in a housing project consisting of 107 lots in
Delran, New Jersey, currently under construction and under contract for the sale
of the finished lots to Trafalgar. The company is under construction on a senior
condominium project in Monterey Park, California and is finalizing a
construction loan on its project in New Mexico. The company has signed letters
of intent on the following projects that upon close, projected to be on July 31,
2000, that will enable the company to deliver additional services on the east
coast of the United States as follows:

Fallbrook Woods: A 57 unit comprehensive personal care facility located in
Portland, Maine.

Item 2.  Description of Property

The Company's corporate headquarters holds a lease occupying 1,200 square feet
of a 8,000 square foot office building in Las Vegas, Nevada. The lease term is 3
years beginning September 1, 1999 and expires August 31, 2002. The rent is $1.25
NNN, with a yearly increase of 4%. (NNN means the tenant pays taxes, maintenance
and insurance.)

The Company also holds a lease for the branch office, occupying 900 square feet
of a 5,800 square foot office building in Laguna Beach, California. The lease
term is 3 years beginning September 1, 1999 and expires August 31, 2002. The
rent is $1.85 NNN, with a yearly increase of 4%. (NNN means the tenant pays
taxes, maintenance and insurance.)

In addition, the Company owns and, or is under construction on projects located
in the following communities and states:

1.   47 unit Senior Condominium Project, Monterey Park, California.

2.   57 unit Senior Apartment Project, Albuquerque, New Mexico.

3.   100 unit residential project, DelRan, New Jersey.

4.   25,000 square foot strip center located in Las Vegas, Nevada.

5.   A 32,000 square foot office in Las Vegas, Nevada.

6.   A 30 acre commercial site fully entitled for a 245,450 square foot retail
     center, located in the DelRan Township, New Jersey.

Item 3. Legal Proceedings: There are no legal proceedings either brought by the
company or against the company as of the date of this 10-KSB.

Item 4. Submission of Matters to Vote of Security Holders: No matters have been
submitted to a vote of security holders as of the date of this 10-KSB.


                                       6
<PAGE>

                                     PART II

Item 5. Market for Common Equity & Related Stockholder Matters:

No securities were sold during this period which were not registered under the
Securities Act.


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

The Company's projects and or the services the Company may offer fall under the
auspices of various state and federal regulatory agencies and various licensing
and or zoning requirements and programs, such as the "Medicaid waiver programs".
The company currently owns a project in Monterey Park, California whose zoning
approval required a non-profit organization be formed to own a 10% interest at
the request of the city of Monterey Park.

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

The pharmaceutical division acquires nutriceutical and or pharmaceutical
manufacturing companies and web based health products distributors as a feeder
to manufacture and sell the products through an" E-commerce pharmacy. The
Company pharmaceutical division has developed a program to include a full
service web-based senior support system that sells direct to the consumer,
related health products in the financial services sector, including life
insurance, health insurance, dietary advice, holisitic medical alternatives,
water and air purification. The Company is finalizing a web-site and a support
staff offering 24 hour access to these products and services.

The manufacturing division acquires furniture manufacturing companies and food
manufacturing companies, enabling the firm to service its Age restricted
communities with its own food and furnish its facilities through its own
manufacturing companies.

The real estate division invests in, manages, and develops conventional housing
and senior housing, with an emphasis on affordable for-sale and rental,
age-restricted independent living communities, and on a market sensitive case by
case basis, assisted living communities and commercial properties.

The real estate division builds, develops, services, acquires, finances, and
manages a diverse portfolio of real estate. The Real Estate Division is run by
senior officers of the Company who are themselves a diverse mix of real estate
and health care professionals whose decades of experience enable the company to
focus on three distinct real estate markets; (i) Age-restricted active living@
senior housing, (ii) conventional housing consisting of town-home, apartments
and condominiums; (iii) and commercial retail development, with a particular
emphasis on retail development that is ancillary to the Company's housing
project.

Because of their expertise and the fact that the principal officers and
directors of the Company=s Real Estate Division are bi-coastal, the Real Estate
Division is able to focus on the development of its projects on the East Coast,
with an emphasis on the New York-New Jersey Metropolitan area, California, with
an emphasis on Southern California, and in Las Vegas and New Mexico, thereby
accessing and profiting from the most diverse and fundamentally sound real
estate markets in the country.

Although the Real Estate Division of the Company will continue it's west coast
development in Las Vegas, New Mexico, Arizona and California, it is placing
particular emphasis on locating opportunities within southern California's
"sixty mile circle". The Evergreen Manor II project owned by the Company, as
well as the commercial project in Laguna Beach that is owned by the Company,
fall within the "sixty mile circle", which is the area within sixty miles of
downtown Los Angeles

                                       7
<PAGE>

On April 30, 1999 Senior Care Industries acquired a licensing agreement with CF
Kent, a diversified manufacturer of furniture with separate 100,000 square foot
plants in Beijing and Shanghai, enabling the company to manufacture high end
furniture for its facilities at wholesale prices. CF Kent has a 10 year history
of manufacturing furniture for US furniture manufacturers who sell the products
to retail stores throughout the United States. The company is seeking to expand
its manufacturing capabilities by acquiring a domestic furniture manufacturer.
In addition, the Company is seeking a food manufacturing company to acquire in
order to service the food needs of its Senior Communities


The pharmaceutical and manufacturing divisions will deliver their services
through on-line distribution and the physical manufacture of the products each
division offers.

The Real Estate Division its services ostensibly through the acquisition,
construction and ongoing management of senior facilities throughout the United
States.

The company owns a 40% interest in a housing project consisting of 107 lots in
Delran, New Jersey, currently under construction and under contract for the sale
of the finished lots to Trafalgar. The company is under construction on a senior
condominium project in Monterey Park, California and is finalizing a
construction loan on its project in New Mexico. The company has signed letters
of intent on the following projects that upon close, projected to be on July 31
2000, that will enable the company to deliver additional services on the
east coast of the United States as follows:

Fallbrook Woods: A 57 unit comprehensive personal care facility located in
Portland, Maine.


Item 3. Legal Proceedings: There are no legal proceedings either brought by the
company or against the company as of the date of this 10-KSB.

Item 4. Submission of Matters to Vote of Security Holders: No matters have been
submitted to a vote of security holders as of the date of this 10-KSB.


                                       8


<PAGE>



Item 7.  Financial Statements:


                          Senior Care Industries, Inc.

                              FINANCIAL STATEMENTS
                                December 31, 1998
                                       and
                                December 31, 1999


                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----

INDEPENDENT AUDITOR'S REPORT

BALANCE SHEET - ASSETS

BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY

STATEMENT OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENT OF CASH FLOWS

NOTES TO THE  FINANCIAL STATEMENTS



                                       9
<PAGE>


JOHN H. SPURGEON CPA
1787 E. Alosta Ave.
Glendora, CA  91740

INDEPENDENT AUDITOR'S REPORT

Board of Directors                                                 June 22, 2000
Senior Care Industries, Inc. (The Company)
Las Vegas, Nevada 89102

I have audited the Balance Sheet of Senior Care Industries, Inc., as of December
31, 1999, (as restated - see Note 2) and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the year then ended (as restated - see
Note 2). These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

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

In my opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Senior Care Industries, Inc., as of
December 31, 1999, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ John H. Spurgeon CPA


<PAGE>


                          SENIOR CARE INDUSTRIES, INC.

                                  BALANCE SHEET

                                     ASSETS

                                                               December 31, 1999
                                                               -----------------
                                                     (as restated  - see Note 2)
CURRENT ASSETS:

Cash                                                               $     38,117
Prepaid expenses                                                          2,550
                                                                   -------------

Total current assets                                                     40,667
                                                                   -------------

PROPERTY:

Real estate                                                          15,544,857
Accumulated depreciation                                                (22,222)
                                                                   -------------

Total property                                                       15,522,635
                                                                   -------------

OTHER ASSETS:

Investment in LLC                                                     3,234,000
                                                                   -------------


TOTAL ASSETS                                                       $ 18,797,302
                                                                   =============




See accompanying notes and auditor's report.
<PAGE>
<TABLE>

                          SENIOR CARE INDUSTRIES, INC.

                                  BALANCE SHEET

                       LIABILITES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                                   December 31, 1999
                                                                   -----------------
                                                              (as restated - see Note 2)
<S>                                                                  <C>
CURRENT LIABILITIES:

Current portion of real estate loans                                 $    200,110
                                                                     -------------

Total current liabilities                                                 200,110


NON-CURRENT LIABILITIES:

Real estate loans, net of current portion                               9,635,613
Note payable and accrued interest                                         765,333
                                                                     -------------

Total liabilities                                                      10,600,946
                                                                     -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

Series A convertible preferred stock, $0.001 par value
34,500 shares authorized 34,500 shares issued and outstanding                  34
Series B convertible preferred stock, $0.001 par value,
5,000,000 shares authorized, 400,000 shares issued and outstanding            400
Common stock, $0.001 par value, 25,000,000 shares
authorized, 6,662,154 shares issued and outstanding                         6,662
Additional paid in capital                                             10,262,533
Accumulated deficit                                                    (2,073,273)
                                                                     -------------

Total stockholders' equity                                              8,196,356
                                                                     -------------

TOTAL LIABILITES AND STOCKHOLDERS' EQUITY                            $ 18,797,302
                                                                     =============
</TABLE>


See accompanying notes and auditor's report.

<PAGE>
<TABLE>

                               SENIOR CARE INDUSTRIES, INC.

                                 STATEMENTS OF OPERATIONS

                                      For Years Ended
<CAPTION>

                                                              December 31, 1999 December 31, 1998
                                                              ----------------- -----------------
                                                          (as restated - see Note 2)
<S>                                                                <C>            <C>
REVENUES:

Property rental                                                    $   100,428    $         0
                                                                   ------------   ------------


COSTS AND EXPENSES:

Selling, general and administrative                                    140,892              0
Depreciation expense                                                    22,222              0
Interest expense                                                       146,766              0
Property tax                                                             4,200              0
                                                                   ------------   ------------

         Total costs and expenses                                      314,080              0
                                                                   ------------   ------------


Ordinary loss                                                         (213,652)             0

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

Net loss                                                           $  (234,468)   $         0
                                                                   ============   ============

Weighted average number of common shares outstanding:
                  Basic and diluted                                  4,784,546        182,032
                                                                   ============   ============
         Net loss attributable to common shareholders per share:
                  Basic and diluted                                $     (0.05)   $      0.00
                                                                   ============   ============

</TABLE>


See accompanying notes and auditor's report.
<PAGE>
<TABLE>

                               SENIOR CARE INDUSTRIES, INC.

                                  STATEMENT OF CASH FLOWS

                                    For the Year Ended
<CAPTION>

                                                                             December 31, 1999  December 31, 1998
                                                                             -----------------  -----------------
                                                                         (as restated - see Note 2)

<S>                                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                          $  (234,468)   $         0

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

Depreciation expense                                                                   22,222              0
Loss on discontinued operation                                                         20,816

Changes in operating assets and liabilities:

Prepaid expenses                                                                       (2,550)
Accrued interest expense                                                               65,333
                                                                                  ------------   ------------
         Net cash used in operating  activities                                      (128,647)             0
                                                                                  ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Costs of real estate construction                                                  (3,884,857)             0
                                                                                  ------------   ------------

         Net cash in investing activities                                          (3,884,857)             0

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock issued for cash                                                            5,000              0
Proceeds  from construction/real estate loans                                       4,045,789              0
                                                                                  ------------   ------------

         Net cash provided by financing activities                                  4,050,789              0
                                                                                  ------------   ------------

Net increase  in cash                                                                  37,285              0
Cash at beginning of period                                                               832            832
                                                                                  ------------   ------------

Balance at end of period                                                          $    38,117    $       832
                                                                                  ============   ============
</TABLE>

Supplemental disclosure of cash flow information
     Cash paid during the year for:
                  Interest expense,
                  Net of amounts capitalized    $81,433
                                                =======

Supplemental disclosure of non-cash investing and financing activities:
     The Company acquired the following assets
     and assumed liabilities for common and preferred shares during 1999:
                  Real estate                        $11,660,000
                  Investment in LCC                    3,234,000
                  Real estate loans                   (5,789,824)
                  Note payable                          (700,000)
                                                     ------------
                                                     $ 8,404,176
                                                     ============


See accompanying notes and auditor's report.
<PAGE>
<TABLE>

                                                   SENIOR CARE INDUSTRIES, INC.

                                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                          For the Years Ended December 31, 1998 and 1999
<CAPTION>

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

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

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

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

Balances as of
December 31, 1999            34,500  $   34  400,000   $  400  6,662,154  $6,662  $10,262,533  ($2,073,273)  $8,196,356
                             ===========================================================================================
</TABLE>





See accompanying notes and auditor's report.
<PAGE>

                          SENIOR CARE INDUSTRIES, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                                December 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

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

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

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

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

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

The Company previously reported its financial statements under SFAS 7 as a
developmental stage company. During fiscal 1999, the Company is no longer
considered in the development stage as it now generates income from its intended
sources.

The Company has a loss of $234,468 for the year ended December 31, 1999 and an
accumulated deficit of $2,073,273 at December 31, 1999. Management believes its
rental operations, acquisitions (see Note 12) and anticipated sales of
condominium units beginning in the second half of 2000 will be sufficient to
fund its operations and meet its working capital requirements through the end of
2000 and beyond. There is no assurance that the Company will be able to generate
sufficient revenues or obtain sufficient funds where needed, or that such funds,
if available, can be obtained on terms satisfactory to the Company.
<PAGE>

NOTE 2 - RESTATEMENT OF 1999 FINANCIAL STATEMENTS

Subsequent to the issuance of its 1999 audited financial statements, the Company
determined that several transactions were incorrectly recorded on these
financial statements.

         The estimated fair value of the properties acquired from East-West was
         incorrectly calculated. Based on updated information, the net assets
         acquired have been recorded at $8,404,176 instead of the previously
         reported $9,400,610. The difference is comprised of a $2,728,653
         reduction in real estate assets and a $1,732,219 reduction in real
         estate loans. The real estate sales were incorrectly recorded in 1999.
         Based upon updated information real estate sales in the amount of
         $1,850,000 were determined to be prematurely recorded and removed. The
         related cost of real estate sales in the amount of $1,213,415 was also
         removed as premature. In addition, related the accounts receivable in
         the amount of $1,805,000 and related deposits and other receivables in
         the amount of $57,550 were removed.

         Depreciation was incorrectly calculated. Based upon updated information
         the total depreciation has been restated to $22,222 instead of the
         previously recorded $88,250.

         Interest expense was inadvertently omitted. Based upon updated
information the total interest has been recorded at $146,766.

         The transfer of assets to Paymaster was properly recorded as a loss on
         discontinued operation in the amount of $20,816 instead of the
         previously recorded equity distribution.

NOTE 3 - ACCOUNTING POLICIES AND PROCEDURES

Accounting polices and procedures are as follows:

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

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

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

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

e.   The Company is required to estimate the fair value of all financial
     instruments included on its balance sheet at December 31, 1999. The Company
     considers the carrying value of such amounts in the financial statements
     (cash, real estate loans and note payable) to approximate their fair value
     due to the relatively short period of time between origination of the
     instruments and their expected realization and interest rates, which
     approximate current market rates.

f.   The Company has net operating loss carry forwards as of December 31, 1999
     that results in a deferred tax asset of approximately $94,000. The Company
     has recorded a valuation allowance of $94,000 against the asset in
     accordance with Statement of Financial Accounting Standards No. 109
     "Accounting for income taxes." The Company will review its need for a
     provision for income taxes after each operating quarter and each period for
     which a statement of operations is presented. The Company's marginal tax
     rate is 0% as a result of the valuation allowance.

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

     per common share to the extent such shares are dilutive. As the Company has
     a loss for the year ended December 31, 1999, no incremental shares are
     included in the computation as their effect would be anti dilutive.

h.   The Company evaluates the recoverability of long-lived assets in accordance
     with Statement of Financial Accounting Standards ("SFAS") No. 121,
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed of." SFAS No. 121 requires recognition of impairment
     of long-lived assets in the event the net book value of such assets exceeds
     the future undiscounted cash flows attributable to such assets. At December
     31, 1999, management determined that there has been no impairment of the
     Company's long-lived assets. There can be no assurance, however, that
     market conditions will not change or demands for the Company's services
     will continue which could result in future long-lived asset impairments.

NOTE 4 - REAL ESTATE

Real estate is made up of the following at December 31, 1999:

Rental property                                              $ 1,800,000
Construction in progress                                      13,744,857
                                                             -----------
                                                             $15,544,857
                                                             ===========

Included in construction in progress is construction - period interest totaling
$610,112 which is capitalized in accordance with Statement of Financial
Accounting Standards No. 34, "Capitalization of Interest Costs."

Construction in progress is comprised of the following projects at December 31,
1999:
<PAGE>

Albuquerque, New Mexico
-----------------------
The Company is constructing a 56 unit age restricted apartment complex. This
project has a planned budget of $2,350,000 with an expected completion date of
January 2001. As of December 31, 1999 only sewer, curb and water improvements
had been completed.

Las Vegas, Nevada
-----------------
The Company is has committed to building four separate 8,000 square foot office
buildings in Las Vegas, Nevada. As of December 31, 1999 one office building has
been completed and fully leased. Management occupies a portion of the completed
building. The project has a planned budget of $3,600,000, of which approximately
$3,100,000 has been used as of December 31, 1999.

Monterey Park, California
-------------------------
The Company is constructing a 46 unit Senior Condominium Project (Evergreen
Manor II), in Monterey Park, California. Ten units have been reserved as of
December 31, 1999 for a total sales price of $1,850,000. The project has a
planned budget of $4,975,000. As of December 31, 1999 approximately $2,675,583
of the planned budget has been used.

NOTE  5 - MORTGAGE DEBT

The Company has mortgage obligations as summarized below.

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

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

Pecos Russell
-------------
A construction loan with a mortgage company,
bearing interest at 12.5% payable in interest only
monthly installments of $11,219. Balloon payment due
January 2000. The loan was refinanced with a bank bearing
interest at 9.25% payable in monthly installments of principal
of $9,400 plus interest through December 2009. Balloon payment due
January 2010.                                                         1,760,000

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

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

<PAGE>
NOTE 5 - MORTGAGE DEBT CONTINUTED

Evergreen Manor Property
------------------------
A construction loan with a bank, bearing interest
at prime plus 1.25% payable in interest only monthly
installments of $17,538. Balloon payment due
February 2001.                                                        2,635,285
                                                                     -----------
                                                                      9,835,613
Less current portion                                                   (200,110)
                                                                     -----------

Total                                                                $9,635,503
                                                                     ===========

Minimum maturities of notes payable (after considering the refinanced loan
above) are as follows:

         2000                                                   $   200,110
         2001                                                     5,376,559
         2002                                                       169,300
         2003                                                       170,900
         2004 and thereafter                                      3,918,744
                                                                ------------
                                                                $ 9,835,613
                                                                ============

In addition, the Company as part of the asset purchase agreement, agreed to
issue to a non-related third party a $700,000 note with principal and accrued
interest due on March 29, 2002. The note has no pre-payment penalty and an
interest rate of 14%.

NOTE 6 - COMMON STOCK

On April 7, 1999 the Company issued 5,000,000 shares of stock for $5,000 in
cash. The Company presently has 6,662,154 shares of Common Stock issued and
outstanding.

At December 31, 1999, there were 546, 890 shares of common stock in the name of
a predecessor company (TAP Resources Ltd) common stock which , if legally
presented to the Company, would be converted into 6,836 shares of the Company's
$0.001 par value common stock.

NOTE 7 - PREFERRED STOCK

SERIES A
--------
As of April 2, 1999 the Company had 34,500 of its Series A preferred stock,
convertible at .12 shares of the Company's $0.001 par value common stock for 1
share of preferred. The Series A preferred shares have no preferences for the
payment of dividends or liquidation preferences.

SERIES B
--------
On April 30, 1999 as part of the East-West purchase the Company issued 400,000
shares of its Series B preferred stock, par value $0.001, convertible at 5
shares of common stock for each share of preferred stock converted. The Series B
preferred shares have no preferences for the payment of dividends or liquidation
preferences.

NOTE 8 - LINE OF CREDIT

The Company has an unsecured $500,000 line of credit from a vendor. As of
December 31, 1999 the Company has not borrowed any funds against it. The rate of
interest agreed to is 14% per annum. The line of credit expires September 21,
2001.
<PAGE>

NOTE 9 - COMMITMENTS

The Company has an equipment lease payable in monthly installments in the amount
of $320 expiring in July 2002.

NOTE 10 - STOCK BENEFIT PLAN

In October 1999, the Company established a Stock Benefit plan for the benefit of
certain officers and directors. In connection with the plan, the Company agreed
to issue 550,000 shares of common stock after two years provided certain
criteria are met. For the year ending 12/31/99, the Company has not recorded any
expense related to this plan as the stock has not yet been issued or earned.

NOTE 11 - EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per share for
the period January 1, 1999 to December 31, 1999.

         Numerator:
                  Numerator for basic loss per share - net profit     $(234,468)
                                                                      ==========
         Denominator:
                  Denominator for basic loss per share - weighted
                    average shares outstanding                        4,784,546
                                                                      ==========

NOTE 12 - SUBSEQUENT EVENTS

Acquisition
-----------
On May 1, 2000 the Company purchased the assets of Nobel Furniture Inc. (Nobel)
for 750,000 shares of Company common stock valued at $3,000,000. The combination
will be accounted for by the purchase method and accordingly, the Company will
record assets acquired at their fair values. The effective date of this
combination was agreed to as January 1, 2000. Therefore the results of
operations of Nobel will be included in the income statement of the Company
beginning January 1, 2000. The Company has not yet assessed the pro forma effect
of this acquisition on its 1999 financial statements.

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

NOTE 13  - STOCK OPTION

On April 5, 1999, in connection with the acquisition of East-West, the Company's
Board of Directors authorized the Company to grant a consultant the right to
subscribe for and purchase up to 5,000,000 shares of the Company's common stock,
$0.001 par value at an exercise price of $0.00083333 per share expiring on April
5, 2001.
<PAGE>

NOTE 14 - SEGMENT INFORMATION

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





<PAGE>

                                    PART III


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

The directors and officers of the Company are as follows:

Name                        Position
------------                --------------------

Tom Reichman                President and Director

Stephen Reeder              Chairman, CEO and Director

John Semmens                Chief Financial Officer

Martin Richelli             Vice President and Director

Richard Hart                Vice President

David Tsai                  Vice President

Scott Brake                 Director

The above listed directors will serve until the next annual meeting of the
shareholders or until their death, resignation, retirement, removal, or
disqualification, or until their successors have been duly elected and
qualified. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors.

Background and Experience

Tom Reichman:  President and Director

Mr. Reichman brings 40 years of business experience to the Company. A former
Marine Captain and the founder and former president and CEO of Scandia Down
Corporation, where he oversaw the building of a $100,000,000 per year
international company. In addition, Mr. Reichman has served in numerous
corporate posts, including his post as special consultant to Fortune 500's
General Electric in its Americon Space Satellite Division. Mr. Reichman brings
his depth of experience in management, finance, and marketing to the company and
will oversee implementation of corporate policies and interface with market
makers and shareholder groups.


                                       20


<PAGE>

Mr. Reichman's employment for the prior 5 year period has been as an independent
consultant in Southern California, to both private and public companies.

Stephen Reeder: Chairman, CEO and Director

Mr. Reeder brings 30 years of real estate development, construction, and
investment experience to the company. Mr. Reeder has built and developed over
20,000 units throughout the western United States and will run the day to day
operations of the company and head its construction division. In addition, Mr.
Reeder has developed and constructed over 6,000 acres of master-planned
communities, and developed and built on average, over $100,000,000 annually
between 1985 and 1991. Mr. Reeder will run the day to day operations of the

Company with a particular focus on the development division, coordinating and
directing the Company's acquisitions of existing and to-be-built properties and
the real estate financing for the company.

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

Martin Richelli: Vice President, Development Division , and Director

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

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

Richard Hart: Vice President, US Construction

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

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

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

Scott Brake:  Director

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

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


                                       21


<PAGE>

Key Management Personnel

John Semmens:  Chief Financial Officer

Mr. Semmens brings 20 years of accounting and corporate finance experience to
the company. Mr. Semmens was employed by a "Big 8" accounting firm and has
served as CFO of two large manufacturing companies.

Mr. Semmens employment for the prior 5 year period has been as an independent
CPA in his own firm, John Semmens, CPA, in Dana


Point, California.

David Tsai: Vice President Development

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

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

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

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


Kenneth Schultz:  Vice President Acquisitions

Mr. Schultz brings 10 years of experience to the Senior Care Industries Inc.,
management team. He has been closely involved with the California real estate
market in partnership with Mr. Hart at Pacific Communities, where he structured
all of the acquisitions for the company.


                                       22


<PAGE>

In addition, Mr. Schultz has had considerable experience in the money-lending
and finance arenas. Mr. Schultz held the position of Senior Loan Officer at
Seacoast Equities, where he specialized in multi-family construction lending,
and senior housing lending in nine states, including California.

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

Robert Coberly:  Vice President Acquisitions

Mr. Coberly brings 8 years of real estate experience to the Senior Care
Industries Inc., management team. Mr. Coberly will focus on retail and
residential development with the company, utilizing his national network of
contacts gained through his years with CB Commercial and Marcus & Millechap. Mr.
Coberly has initiated and sold over $100,000,000 in real estate throughout the
United States and will focus on the eastern U.S. for the Company.

Mr. Coberly's employment for the prior 5 year period has been as a real estate
agent with CB Commercial and Marcus & Millechap, in Los Angeles, California.

Item 10.  Executive Compensation:

The officers and Directors are negotiating contracts.


Item 11.  Security Ownership of Certain Beneficial Owners & Management:

On October 19, 1999, the Board of Directors authorized the issuance of
restricted stock to various members of the Board of Directors and officers of
the corporation as an incentive bonus for work done by them toward the
development of the company and in lieu of monetary compensation up to and
through the date of the authorization. The shares which were authorized and the
persons to whom the were issued are as follows:

Tom Reichman, President and Director, 100,000 shares

Stephen Reeder, Chairman, CEO and Director, 100,000 shares

Martin Richelli, Vice President and Director, 50,000 shares

Richard Hart, Vice President, 50,000 shares

Scott Brake, Director, 50,000 shares, to be issued to the Brake Trust dated
April 15, 1998

Robert Coberly, Vice President, 50,000 shares

Kenneth Schultz, Vice President, 50,000 shares

David Tsai, Vice President, 100,000 shares, to be issued on his behalf to
Mildred Properties, LLC.

Item 12.  Certain Relationships and Related Transactions:

On October 19, 1999, the Board of Directors authorized the issuance of
restricted stock to various members of the Board of Directors and officers of
the corporation as an incentive bonus for work done by them toward the
development of the company and in lieu of monetary compensation up to and
through the date of the authorization. The shares which were authorized and the
persons to whom the were issued are as follows:

Tom Reichman, President and Director, 100,000 shares

Stephen Reeder, Chairman, CEO and Director, 100,000 shares

Martin Richelli, Vice President and Director, 50,000 shares

Richard Hart, Vice President, 50,000 shares

Scott Brake, Director, 50,000 shares, to be issued to the Brake Trust dated
April 15, 1998

Robert Coberly, Vice President, 50,000 shares

Kenneth Schultz, Vice President, 50,000 shares

David Tsai, Vice President, 100,000 shares, to be issued on his behalf to
Mildred Properties, LLC.

                                       23


<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                        Senior Care Industries, Inc.
                                  (Registrant)


Dated: June 27, 2000

/S/ Stephen Reeder
-----------------------------------
Stephen Reeder

Chief Executive Officer & Director

Dated: June 27, 2000



/S/ Martin Richelli
-----------------------------------
Martin Richelli

Vice President and Director

Dated: June 27, 2000



/S/ John Semmens
-----------------------------------
John Semmens

Chief Financial Officer

Dated: June 27, 2000



/S/ Scott Brake
-----------------------------------
Scott Brake

Director