EXHIBIT 99
PRO FORMA BALANCE SHEET
Ludlow & Harrison
A CPA Corporation
3545 Camino Del Rio South, Suite D
San Diego, CA 92108
Board of Directors May 11, 2001
Senior Care Industries, Inc.
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
We have examined the pro forma adjustments reflecting the transaction described
in Note 1 and the application of those adjustments to the historical amounts in
the accompanying pro forma condensed balance sheet of Senior Care Industries,
Inc. as of March 31, 2001. The historical condensed balance sheet is derived
from the historical financial statements of Senior Care Industries, Inc. Such
pro forma adjustments are based upon managements' assumptions described in
accordance with standards established by the American Institute of Certified
Public Accountants and accordingly, included such procedures as we considered
necessary in the circumstances.
The objective of this pro forma financial information is to show what the
significant effects on the historical financial information might have been had
the transaction occurred at an earlier date. However, the pro forma condensed
balance sheet is not necessarily indicative of the results of operations or
related effects on financial position that would have been attained had the
above- mentioned transaction actually occurred earlier.
In our opinion, managements' assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the above-mentioned
transaction described in Note 1, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma column reflects the
proper application of those assumption to those adjustments to the historical
financial statement amounts in the pro forma condensed balance sheet as of March
31, 2001.
/s/ Ludlow & Harrison
- ---------------------
Ludlow & Harrison
A CPA Corporation
1
Senior Care Industries, Inc.
Condensed Balance Sheet
March 31, 2001
Historical Pro forma
---------- ---------
Assets
Current Assets $ 1,813,310 $ 1,813,310
Fixed Assets
Machinery & Equipment 170,364 170,364
Real Estate 20,040,778 87,269,833
Other Assets 7,121,130 7,121,130
------------ ------------
Total Assets $ 29,145,582 $ 96,374,637
============ ============
Liabilities & Stockholder Equity
Current Liabilities $ 2,964,890 2,964,890
Long Term Liabilities 15,855,274 25,534,329
------------ ------------
Total Liabilaties $ 18,820,164 $ 28,499,219
Stockholder Equity 10,325,418 $ 67,875,418
------------ ------------
Total Liabilities & Stockholder Equity $ 29,145,582 $ 96,374,637
============ ============
See pro forma report & notes to financial statements
2
Senior Care Industries, Inc.
Pro Forma Balance Sheet
March 31, 2001
NOTE 1 On March 28, 2001, Senior Care entered into agreements with Tri-National
Development Corporation to purchase certain real estate assets of the company
and agreed to assume all debt encumbering those real estate assets. The purchase
of the assets became effective on April 30, 2001 with certain contract
alterations being made during early May, 2001, the entire transaction being
generally as follows:
1. THE HILLS OF BAJAMAR
Under the contract with Senior Care, 650 acres will be conveyed plus 100% of
Tri-National's rights under the Option Agreement. The purchase price by Senior
Care was $14,950,000, or in the area of $23,333 per acre. Senior Care paid
300,000 shares of Series F Convertible Preferred stock which is convertible into
20 shares of Senior Care Common stock for each share of Series F Preferred on a
formula which allows 20% of the Preferred shares to be converted in the 24th
month following the acquisition and 20% convertible on each 12th month
anniversary date thereafter until all of the Preferred shares have been
converted. Senior Care may, within 180 days of the first conversion date, and 30
days of any subsequent conversion date, acquire all or any portion of the Common
stock issued by the conversion by the payment of cash pursuant to footnote 1 in
the Contract.
Senior Care may repurchase a total of $11,262,481 in Series F Convertible
Preferred by the issuance of Series I Preferred stock which will then be issued
to Tri-National's Corporate Note holders.
2. PLAZAS RESORT TIMESHARES AND COMMERCIAL PROPERTY
Senior Care purchased this property for $15,800,000 for the land and $279,055
for the commercial building under construction for total consideration of
$16,079,055. Senior Care assumed the outstanding mortgage on the property of
$9,079,055 and will pay a total of $7,000,000 by issuing 150,000 shares of
Series F Convertible Preferred stock. Again, Senior Care may, within 180 days of
the first conversion date, and 30 days of any subsequent conversion date,
acquire all or any portion of the Common stock issued by the conversion by the
payment of cash pursuant to footnote 1 in the Contract.
3. PLAZA ROSARITO
Senior Care purchased this property for a total purchase price of $17,500,000
for the 15 acre undeveloped ocean front property and $15,700,000 for the 9 acres
of developed land where the partially completed shopping center is located. The
payment is being made by the issuance of 500,000 shares of Series F Preferred
stock in Senior Care which is convertible to Common stock on the conversion
formula which was discussed above. Again, Senior Care may, within 180 days of
the first conversion date, and 30 days of any subsequent conversion date,
acquire all or any portion of the Common stock issued by the conversion by the
payment of cash pursuant to footnote 1 in the Contract.
4. PORTAL DEL MAR CONDOMINIUMS
Senior Care purchased a 2/3rds undivided interest in this property for
$3,000,000 paying 50,000 shares of Series F Convertible Preferred which is
convertible to Common stock on the conversion formula which was discussed above.
Again, Senior Care may, within 180 days of the first conversion date, and 30
days of any subsequent conversion date, acquire all or any portion of the Common
stock issued by the conversion by the payment of cash pursuant to footnote 1 in
the Contract.
3