SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM TO
(Amendment No. 1)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
THE SECURITIES ACT OF 1934

TRI NATIONAL DEVELOPMENT CORPORATION
(name of subject company)

SENIOR CARE INDUSTRIES, INC., OFFEROR
(names of filing persons (identifying status as offeror, issuer or other person)

COMMON STOCK OF TRI_NATIONAL DEVELOPMENT CORPORATION
(Title of Class of Securities)

89557H102
(CUSIP Number of Class of Securities)

SENIOR CARE INDUSTRIES, INC.
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
(949) 376_3125 Fax: (949) 376_9117
(Name, Address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

This amendment is being filed to notify individuals who may desire to tender
their shares in Tri-National that they should not do so until they receive the
tender offer and related prospectus in the mail and that they should read the
prospectus before making any investment decision because it contains important
information.

Calculation of Registration Fee

Transaction Valuation* Amount of Filing Fee
--------------------- --------------------

Stock $ 2,000,000 Paid May 22, 2001
Warrants $ 7,000,000 Paid May 22, 2001

* (Set forth the amount on which the filing fee is calculated and state how it
was determined.) The Transaction Valuation is based upon the market price of the
securities to be received by Senior Care Industries, Inc. pursuant to Regulation
230.457(f)(1) with the value based upon the price of the securities subject to
the tender as of May 10, 2001 as set forth in Rule Regulation 230.457c. This
calculation is based as follows:

Number of potential shares to be tendered: 20,000,000
Price of those shares on May 10, 2001: $.10

Additionally, for each three shares tendered, the shareholder tendering those
shares will receive 1 warrant in Senior Care Industries, Inc. The warrant
calculation is based upon Regulation 230.457(g)(2) where the calculation is
based upon the warrant price which is $1 per warrant. This calculation is based
as follows:

Estimated number of warrants: 7,000,000
Warrant price: $1.00

[X] Check the box if any part of the fee is offset as provided by Rule
0_11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,250
-----------------------
Form or Registration No.: TO-T
-----------------------
Filing Party: Senior Care Industries, Inc.
-----------------------
Date Filed: May 22, 2001
-----------------------

[ ] Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third_party tender offer subject to Rule 14d_1.

[ ] issuer tender offer subject to Rule 13e_4.

[ ] going_private transaction subject to Rule 13e_3.

[ ] amendment to Schedule 13D under Rule 13d_2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

TABLE OF CONTENTS

ITEM 1 SUMMARY TERM SHEET ....................................... 4

ITEM 2 SUBJECT COMPANY INFORMATION .............................. 5

ITEM 3 IDENTITY AND BACKGROUND OF FILING PERSON ................. 7

ITEM 4 TERMS OF THE TRANSACTION ................................. 17

ITEM 5 PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS & AGREEMENTS ... 19

ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS ....... 19

ITEM 7 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ........ 21

ITEM 8 INTEREST IN SECURITIES OF THE SUBJECT COMPANY ............ 21

ITEM 9 PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED .. 28

ITEM 10 FINANCIAL STATEMENTS .................................... 29

ITEM 11 ADDITIONAL INFORMATION .................................. 47

ITEM 12 RECOMMENDATION OF THE BOARD OF DIRECTORS OF TRI_NATIONAL. 47

ITEM 13 EXHIBITS ................................................ 47

SIGNATURES ...................................................... 48

ITEM 1 _ SUMMARY TERM SHEET

Senior Care Industries, Inc. [Senior Care] is offering to buy up to 51% of the
outstanding Common stock in Tri_National Development Corporation [Tri_National].
The stock of both companies is traded on the Over the Counter Bulletin Board
[OTC:BB]. Senior Care is OTC:BB:SENC and Tri_National is OTC:BB:TNAV.

How many shares of Tri_National Development will Senior Care buy?
- ----------------------------------------------------------------

Senior Care offers to buy up to 51% of the outstanding Common shares of
Tri_National Development Corporation, approximately 20,000,000 Common shares of
Tri_National.

What is Senior Care paying for the Tri_National shares?
- ------------------------------------------------------

Senior Care will give 1 Common share of Senior Care Common stock for every 3
shares of Tri_National that are tendered, plus 1 warrant which can be exercised
to purchase an additional 1 share of Senior Care Common stock by paying $1 to
exercise the warrant option at any time for a period of 1 year.

How long do you have to tender your Tri_National shares and when will I receive
instructions from Senior Care in the mail?
- --------------------------------------------------

You may tender your Tri_National Common shares at any time after the mailing
date of the Tender Offer to shareholders and mailing of the Prospectus. You will
have until August 31, 2001 to make your investment decision. You should not make
an investment decision until you have had an opportunity to read the Tender
Offer and Prospectus after they have been mailed to you.

They will not be mailed until the S-4 Registration Statement has been filed with
the Securities & Exchange Commission and the Commission staff has had an
opportunity to comment on this Tender Offer and the Prospectus. Because the
comment period may take some time, you may not receive a mailing for several
weeks. This could affect the time in which you have to make an investment
decision regarding the tender. Though there is no obligation by Senior Care to
do so, the last date to tender your shares could be extended beyond August 31,
2001 by Senior Care if the comment process becomes too long.

Will there be any subsequent offering to Common shareholders of Tri_National?
- ------------------------------------------------------------

It is not anticipated at this time that you will be able to tender your
Tri_National Common shares after August 31, 2001.

Will the Tender Offer be extended?
- ---------------------------------

If a total of 51% of the Common shares of Tri_National are not tendered to
Senior Care by August 31, 2001, then Senior Care may extend the offer for a
longer period of time.

Can I change my mind after tendering my shares?
- ----------------------------------------------

At any time during the period when the Tender Offer remains open, that is, until
August 31, 2001, you may withdraw and not tender your shares. Also, if your
Senior Care Common shares and corresponding warrants have not yet been issued,
for 40 days after the expiration of the Tender Offer, you may still withdraw and
obtain a return of your shares.

Are there any conditions for the completion of the Tender Offer?
- ---------------------------------------------------------------

Yes, Senior Care must receive tenders from at least 51% of the outstanding
shares in Tri_National or Senior Care can opt not to accept any shares.

How do I tender my shares?
- -------------------------

If you hold Tri_National Common shares, you must sign and complete the letter of
transmittal designating the number of shares of Tri_National you wish to tender
in this Tender Offer and send the letter of transmittal, together with your
Tri_National Common stock certificates and any other required documents by one
of the mailing methods designated in the letter of transmittal, so that it is
received by the transfer agent at the address provided on the letter of
transmittal before the expiration date of August 31, 2001.

How do I tender my shares if they are held by a broker?
- ------------------------------------------------------

If your Tri_National Common stock is held by a broker, you should receive
instructions from your broker on how to participate in this Tender Offer.
Contact your broker directly if you have not already received instructions. Some
financial institutions may effect tenders by transferring shares electronically
through the Depository Trust Company.

Will my Senior Care shares be free_trading on the Over the Counter exchange?
- ---------------------------------------------------------------------------

Yes, Senior Care intends to file an S_4 Registration Statement to register both
the Common shares and Warrants which it issues pursuant to this Tender Offer.

When will the registration of the shares which I will receive be
completed and when can I start selling my shares in Senior Care if I want to do
so?
- ----------------------------------------------------------------

Senior Care intends to file an S_4 Registration Statement at the earliest
possible time after this Tender Offer is filed. The Registration Statement may
not become effective for a period of time after it has been filed. Your stock
and warrants in Senior Care will not be issued pursuant to this Tender Offer
until the Registration Statement is effective.

Furthermore, you will not receive a copy of this tender offer or the prospectus
in the mail until the Securities & Exchange Commission has had an opportunity to
render comments on these filings and Senior Care has had an opportunity to
respond to those comments. Because the period for comments may take some time,
Senior Care could elect to extend the last date by which you must tender your
shares under the terms of this Tender Offer in order to provide sufficient time
for you to make an investment decision.

What is the price comparison between my shares in Tri_National as opposed to
Senior Care as of the date of this Tender Offer?
- --------------------------------------------------------------

As of May 10, 2001, prior to the announcement of this Tender Offer, Tri_National
Common stock had been trading on the Over the Counter Bulletin Board
[OTC:BB:TNAV] at approximately $.10 per share on an average over the last
several days. During this same period of time, Senior Care Common stock had been
trading on the Over the Counter Bulletin Board [OTC:BB:SENC] at from a high of
$3.50 to a low of $2.75 during that same period of time.

What was the book value per share and earnings per share for Senior Care and
Tri_National Common shares before this Tender Offer was announced?
- -------------------------------------------------------------------

Book Value per share of Senior Care as of March 31, 2001: $.973

Book Value per share of Tri_National as of Jan. 31, 2001: $.245

Diluted Earnings per share of Senior Care as of March 31, 2001: $(.014)

Diluted Earnings per share of Tri_National as of Jan. 31, 2001: $(.0158)

ITEM 2 _ SUBJECT COMPANY INFORMATION

Senior Care Industries, Inc. is seeking to purchase up to 51% of the
outstanding Common stock of Tri_National Development Corporation.

The name and address of the principal executive offices of Tri_National
Development Corporation is:

Tri_National Development Corporation
480 Camino Del Rio South, Suite 140
San Diego, CA 92108
Telephone number: (619) 718_6370

Presently, Tri_National has outstanding a total of 37,685,464 Common shares
outstanding and which are the subject of this Tender Offer based upon its most
recently filed quarterly report on Form 10QSB which was filed with the
Securities & Exchange Commission [SEC] of March 22, 2001. These securities are
traded on the Over the Counter Bulletin Board [OTC:BB:TNAV] under the symbol
TNAV. Over the last several weeks, this stock has traded at an average bid price
of $.10 per share and an ask of $.10 per share. What appears below is a
breakdown of the average high and low bid price over the last two years for
Tri_National Common stock:

Period High Low
- -------------------------------------
2nd quarter 1999 $ .84 $ .40
3rd quarter 1999 .95 .43
4th quarter 1999 .65 .28

1st quarter 2000 .65 .25
2nd quarter 2000 .46 .25
3rd quarter 2000 .31 .14
4th quarter 2000 .10 .06

1st quarter 2001 .11 .06

Tri_National has paid no dividends of any kind since its stock has been traded.
Tri_National filed a Registration Statement on December 30, 1999 registering
2,000,000 shares of Common stock pursuant to the 1998 Consultants & Employees
Stock Option Agreement by the filing of an S_8 Registration Statement with the
SEC. There have been no other registrations of stock within the last 3 years.

Senior Care has never purchased any stock in Tri_National nor do any officers or
directors of Senior Care own any stock in Tri_National. However, Senior Care has
purchased assets from Tri_National in exchange for preferred stock in Senior
Care as is more fully discussed herein in Item 3, Identity and Background of the
Filing Person.

It is important to note that management of Tri_National has endorsed this Tender
Offer and Senior Care intends to employ certain members of Tri_National
management. The employment of management of Tri_National is also discussed in
Item 3, Identity and Background of the Filing Person.

ITEM 3 _ IDENTITY AND BACKGROUND OF THE FILING PERSON

Senior Care Industries, Inc. is the entity that is making the tender
offer. The address of Senior Care is:

Senior Care Industries, Inc.
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
Telephone: (949) 376_3125 Fax: (949) 376_9117

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

Name and Age Current Position Director Since Officer Since
- ------------ ---------------- -------------- -------------

Mervyn Phelan, Sr. 60 Chairman, CEO March 12, 2001 March 12, 2001
Director

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

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

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

David Tsai 55 Vice President, August 31, 1999

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

Scott Brake 48 Director August 31, 1999

David Edwards 52 Director April 1, 2000

John Tanner 36 Director April 1, 2000

Denzel Harvey 55 Director April 1, 2000

Bob Eschwege 58 Vice President May 20, 2000

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

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

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

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

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

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

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

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

Richard Hart has over twenty years of experience in the construction industry,
and has been intimately involved with all manners of construction and
developmental processes. He is a licensed general contractor in the State of
California and is licensed to build all types of residential and wood frame
construction commercial property.

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

Scott Brake: Director

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

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

David Tsai: Vice President

Mr. Tsai is a licensed architect. He graduated from Chung Yuan Christian College
of Taiwan in 1967 and moved to California in 1969. After receiving his Masters
Degree of Architecture at the University of California Berkeley in 1970, Mr.
Tsai moved to Los Angeles and began his architectural career in the Southland.
Mr. Tsai's extensive commercial development and architectural experience derived
from early years when he was employed by various renowned architectural firms in
the Greater Los Angeles area. Mr. Tsai has participated in design work of
landmark projects in Los Angeles, including the Downtown Hyatt Regency Hotel,
the Broadway Plaza, and one of the tallest buildings in Los Angeles, the famous
60_story First Interstate Bank building.

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

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

Robert Coberly: Chief Financial Officer, Treasurer, Director

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

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

John Cruickshank, Senior Vice President, Secretary, Director

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

David Edwards, Director

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

John Tanner, Director

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

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

Denzel Harvey, Director

Denzel Harvey has been for the last twenty years the owner and operator of
Northland Rental & Supply, a heavy equipment rental company in San Dimas,
California. His company has an exclusive arrangement with Rent USA to supply
equipment to Northland for its customers. He is the brother of Al Harvey, the
founder of Rent USA, Inc. Northland is a part of the Disabled Veterans Business
Enterprise (DVBE) program in California and by Congress on a Federal level gives
an entitlement to disabled veterans on a par with minorities. Denzel Harvey is a
disabled veteran. Because of the agreement between Rent USA and Northland,
Northland is able to favorably compete on all expenditures for State of
California and Federal public works projects. The agreement between Northland
and the Rent USA provides for an exclusive marketing arrangement whereby the
Rent USA provides the material, equipment and supplies for all of Northland's
projects. The agreement is for seven years and is renewable. The agreement is
written and signed by both parties. There are only 600 DVBE registered
businesses in the California and only one in the heavy construction field
according to the Disabled Veterans Alliance. Northland has an advantage over
other non DVBE companies when bidding on federally mandated construction
projects. The most recent version of the law passed by Congress and by the
California State Legislature requires that at least 3% of all contracts let in
State and federally mandated projects be to DVBE owned companies.

Bob Eschwege, Vice President and Manager of Noble Furniture

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

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

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

The Company's real estate division invests in, manages, and develops senior
housing, develops and manages office and strip malls, and builds quality
for_sale and rental, independent living age_restricted communities.

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

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

During the year 2000, Senior Care entered into a binding agreement to purchase
Physicians Nutritional Laboratories, Inc., who distributes a line of
nutriceuticals designed by doctors.

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

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

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

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

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

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

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

Following the East_West Developer acquisition, Senior Care owned the following
properties and assets:

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

2. a 47 unit senior condominium project in Monterey Park, California known as
Evergreen Manor II which was under construction when Senior Care purchased it;

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

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

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

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

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

On October 3, 2000, the Company purchased a controlling interest in Equip USA
which rents and sells heavy duty construction and mining equipment.

- --------------------------------------------------------------------------------
* The Company is involved in litigation regarding its membership interest in
Delran and readers are advised to review the Litigation section of the Company's
Annual Report on Form 10KSB to get full details regarding that litigation and
the Company's potential exposure.
- --------------------------------------------------------------------------------

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

The company completed construction on its 47 unit senior condominium project in
Monterey Park, California known as Evergreen Manor II and unit sales commenced
in January, 2001.

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

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

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

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

1. Senior Care already owns the land where a 57 unit Senior Apartment Project in
Albuquerque, New Mexico will be built. The Company has not yet begun
construction but where all plans have been approved;

2. a 223 residential lot senior restricted housing development in San Jacinto,
California, approximately 40 minutes from Palm Springs and 10 minutes from
Hemet, California with title to the property to transfer to Senior Care's wholly
owned subsidiary in early May, 2001;

3. Flamingo 55 located in the City of Las Vegas, Nevada at the intersection of
Flamingo Blvd. and Freeway 95 where the Company will build 55 senior restricted
town homes. Plans were submitted to the Clark County Planning Department on this
project in early August, 2000, have been approved and escrow closed on this
project transferring title to the property to Senior Care's wholly owned
subsidiary, Flamingo 55, Inc. on May 3, 2001.

By far the largest project presently being considered by the Company is the 715
acre project at the Lakes in Pahrump Valley, Nevada. This project which will
take nearly 10 years to build eventually will comprise 2 golf courses, 2,000
residential housing units in a mixed use age restricted fully planned community.
Escrow on this project was opened in July, 2000 and the plan development process
is underway. Senior Care does not yet own title to this property.

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

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

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:

1. THE HILLS OF BAJAMAR

The Hills of Bajamar property is a 2,500_acre parcel located in the Municipality
of Ensenada, on the Pacific Ocean side of Baja California, Mexico, roughly 50
miles south of San Diego, California. The purchase contract held by Tri_National
which was completed in 1992 through Tri_ National's wholly_owned Mexican
subsidiary, Planificacion Desarollos de Jatay, S.A. de C.V. ("Planificacion"),
provided for an overall purchase price of $6,000,000 for the 2,500 acres ($2,400
per acre or $.60 per sq. meter). Pursuant to that Agreement, the property is
being purchased on a gradual basis in 247_acre increments at $600,000 for each
increment. As of the date of the Purchase Agreement with Senior Care,
Tri_National owned a total of 650 acres. The balance of 1,750 acres is held in a
trust with Banco Ixe, with title to additional acres releasable to Tri_National
as additional annual $600,000 payments are made. In the event Tri_National is
unable to make its scheduled annual payments, the trust is subject to
cancellation and the property will be subject to refinancing under which
Tri_National may be required to pay a significantly higher price per acre. The
balance owing on the remaining 1,750 acres is $4,200,000 at $600,000 annually
with no interest until 2003. Senior Care purchased only the present 650 acres
owned by Tri_National's Mexican subsidiary together with the right to purchase
additional acreage as Tri_National becomes entitled to purchase it.

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 30 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.

Additionally, Tri_National will receive a 7.5% to 12% participation in the net
profits from the development and sale of the property under a formula that is
set forth in the contract.

However, 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.

Tri_National originally purchased this property by selling nine_month Corporate
Notes at 10% interest per annum which are all now due. The investors principal
and interest were guaranteed by Tri_National and bonded by New England
International Surety Co., for up to $15 million. Tri_National further
collateralized the $15 million in bonding from New England International Surety
Co. with a portion of its Hills of Bajamar property and paid over $1,000,000 in
bonding fees. As of January 31, 2001 Tri_National had $11,262,481 in Corporate
Notes outstanding, of which all were fully due and payable. There are presently
approximately 300 holders of these Corporate Notes.

Under the terms of the Agreement with Senior Care, Senior Care will issue to the
Corporate Note holders Series I Preferred stock. Series I Preferred stock will
pay the Preferred shareholders a cumulative preferred return on their equity of
10% per annum. This return is paid by a 2% gross profit reservation on the sale
of lots. Series I Preferred will be registered by the filing of an S_2
Registration Statement with the SEC. The stock will be redeemed for cash through
the sale of Hills of Bajamar residential lots, with the Series I Preferred
holders receiving 2% of the gross profit dedicated to pay a 50% of the net
profits to redeem the shares.

The registration is made necessary due to the fact that Tri_National sold these
Corporate Note obligations in reliance on exemptions from the registration
requirements of the Securities Act of 1933 and applicable state securities laws.
This resulted in Tri_National becoming the subject of a cease and desist order
issued by the Wisconsin Securities Division, based on sales of its Notes to
Wisconsin residents.

Additionally, Tri_National was required to offer a rescission to California
investors requiring Tri_National to repay all California investors their
principal only.

Then, the Louisiana Commissioner of Securities commenced an investigation to
determine whether Tri_National would be required to refund all investments in
the Notes to Louisiana purchasers. The Company issued approximately $1,500,000
in Notes to Louisiana investors.

The nine_ month promissory note program was brought to Tri_National by the
investment banking firm, Johnson, Richards & Company, Inc., and Tri_National
claims that they relied on representations made by that firm that a federal
exemption was available under the right terms and conditions. With the proceeds
being used for specific projects etc., the Notes were considered commercial
paper and exempt from securities registration.

Because Tri_National relied on federal and state exemptions for placement of its
Notes, it is possible that other states may find that the Tri_National did not
comply with the various blue sky exemptions. The consequences of any such
violations may vary from state to state, but could include the requirement that
Tri_National rescind some or all of the sales in such states at the request of
the affected subscribers and prepare formal registration statements and/or other
documentation at the request of the securities regulators. Additionally,
Tri_National and/or its officers may be subject to civil and/or criminal fines
or penalties including, but not limited to, a sanction with regard to
Tri_National's ability to make any public offering in the future.

The Registration of Series I Preferred issued to the Corporate Note holders by
Senior Care would remedy this problem and would grant to the Corporate Note
holders new guarantees and provisions for payment as well as provisions for
payment of interest.

2. PLAZAS RESORT TIMESHARES AND COMMERCIAL PROPERTY

In December of 1996, Tri_National entered into an acquisition agreement with
Valcas Internacional, S.A., to acquire 100% of the stock of Inmobilaria Plaza
Baja California, S.A., a Mexican corporation, including its existing assets,
which included 16+ developed acres of ocean front land within the Bajamar resort
with plans for 328 vacation ownership (timeshare) units for $16,079,055, payable
with notes for $9,079,055 and stock.

Senior Care purchased this property for $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 30 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.

Additionally, Tri_National will receive a 7.5% to 12% participation in the net
profits from the development and sale of the property under a formula that is
set forth in the contract.

3. PLAZA ROSARITO

On November 20, 1998, Tri_National Holdings, S.A. de C.V., a wholly owned
Mexican subsidiary of Tri_National, purchased the Plaza San Fernando from Banco
Bital with a $1 million cash down payment. In July of 1999, Capital Trust, Inc.
of New York, the Company Investment Banker, provided the remaining $8 million
necessary to close and complete the escrow.

Tri_National renamed this property, Plaza Rosarito. It is located in the heart
of Rosarito Beach in Baja California, Mexico, minutes from the 20th Century fox
film studio where "Titanic" was filmed and down the street from the famous
Rosarito Beach Hotel. Plaza Rosarito includes 15 acres of undeveloped oceanfront
land zoned for the 450_room hotel and convention center, 18 acres of developed
land, including 187,500 square feet of existing steel, concrete and marble
commercial space.

Senior Care purchased this property for a total purchase price of $13,000,000
for the 15 acre undeveloped ocean front property and $20,200,000 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 30 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.

Additionally, Tri_National will receive a 7.5% to 12% participation in the net
profits from the development and sale of the property based upon a formula that
is set forth in the contract.

4. PORTAL DEL MAR CONDOMINIUMS

In February of 1999, Tri_National, through a Mexican subsidiary, Tri_National
Portal, S.A. de C.V. signed purchase agreements and provided a $500,000 down
payment to acquire Portal Del Mar for $1,250,000. Portal Del Mar is a 123_unit,
2 and 3_bedroom condominium development on 6 acres overlooking the Pacific Ocean
in Baja California, Mexico, just south of Rosarito Beach. The 126 ocean view
condominiums are in various stages of completion, with approximately 46
completed.

Senior Care purchased a 2/3rds undivided interest in this property for
$6,000,000 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 30 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.

Additionally, Tri_National's Mexican subsidiary will receive a 7.5% to 12%
participation in the net profits from the development and sale of the property
based upon a formula set forth in the contract.

Senior Care assumed its proportional share of the debt on this property. Senior
Care's portion of that debt is approximately $600,000.

Recap of Tri_National Acquisitions:
- ----------------------------------

Senior Care purchased assets held by Tri_National's Mexican subsidiaries as
follows:

Name of Property Purchase Price Payment Conversion Repurchase Option
- --------------------------------------------------------------------------------------------------------

Hills of Bajamar $14,950,000 300,000 Series F 20% after 24 months Repurchase option
Preferred 20% each 12 months 30 days on 1st conversion
Until all converted 30 days on later
conversions

Plazas Resort $16,079,055 150,000 Series F 20% after 24 months Repurchase option
Timeshares Preferred 20% each 12 months 30 days on 1st conversion
Until all converted 30 days on later
conversions

Plaza Rosarita $33,200,000 500,000 Series F 20% after 24 months Repurchase option
Preferred 20% each 12 months 30 days on 1st conversion
Until all converted 30 days on later
conversions

Portal Del Mar $ 6,000,000 50,000 Series F 20% after 24 months Repurchase option
___________ Preferred 20% each 12 months 30 days on 1st conversion
________ Until all converted 30 days on later
conversions
Total: $70,229,055 1,000,000 Shares
Series F Preferred

1,000,000 shares of Series F Preferred converts into a total of 20,000,000
shares of Senior Care Common stock over the period of the conversion formula.

Based upon the above, Senior Care will obtain assets and assume debt on the
Tri_National property acquisition as follows:

Senior Care purchased assets held by Tri_National's Mexican subsidiaries and
assumed debt as follows:

Name of Property Purchase Price Debt Assumed Net Assets Acquired
- ---------------------------------------------------------------------------------------

Hills of Bajamar $14,950,000 $14,950,000

Plazas Resort $16,079,055 $ 9,079,055 $ 7,000,000

Plaza Rosarito $33,200,000 $33,200,000

Portal Del Mar $ 6,000,000 $ 600,000 $ 5,400,000
----------- ----------- -----------
Total: $70,229,055 $ 9,679,055 $60,550,000

ITEM 4 _ TERMS OF THE TRANSACTION

Senior Care Industries, Inc. [Senior Care] is offering to trade Common shares of
Senior Care for Common shares of Tri_National Development Corporation
[Tri_National]. Senior Care will buy up to a total of 51% of the outstanding
shares of Tri_National. Senior Care may buy more than 51% of the outstanding
shares of Tri_National but Senior Care is not obligated to do so.

The offer to tender your Common shares in Tri_National for Common shares in
Senior Care will be available to you from the date of this Tender Offer and
shall remain open until August 31, 2001.

As of the most recent report filed by Tri_National with the SEC, Tri_ National
had a total of 37,685,464 Common shares outstanding. Senior Care guarantees to
buy at least 19,219,586 shares. Senior Care may buy more shares than 19,219,586
but it is not required to do so.

Senior Care will pay for each share of Tri_National which is tendered the
following:

1 share of Senior Care Common stock for 3 shares of Tri_National Common stock,
plus 1 warrant which is convertible into Common stock of Senior Care upon the
payment of an option fee of $1.

In the event an insufficient number of shares is tendered within the period from
the date of this Tender Offer until August 31, 2001, Senior Care may extend the
period of the Tender Offer. It is unlikely that the period will be extended if
51% of the Common stock of Tri_National is tendered prior to that date.

Senior Care must receive tenders from at least 51% of the outstanding shares in
Tri_National or Senior Care can opt not to accept any shares. In the event
Senior Care does not receive a sufficient number of shares of Tri_National to
meet the 51% requirement, then Senior Care may opt to return all of the shares
tendered or Senior Care may opt to continue with the tender, accept the shares
tendered and/or extend the option period.

A copy of the letter of transmittal is attached to this Tender Offer.

The Common shares of Tri_National which you are tendering pursuant to this
Tender Offer may be free_trading, that is you may have bought it in the Over the
Counter market, or it may be restricted pursuant to Rule 144. In any event,
Senior Care intends to register the shares which you will be receiving.

Senior Care intends to file an S_4 Registration Statement to register both the
Common shares and Warrants which it issues pursuant to this Tender Offer.

Senior Care intends to file the S_4 Registration Statement at the earliest
possible time after this Tender Offer has been filed. The Registration Statement
may not become effective for a period of time after it has been filed. Your
stock and warrants in Senior Care will not be issued pursuant to this Tender
Offer until the Registration Statement is effective.

Senior Care will not be mailing a copy of this Tender Offer and the Prospectus
to you until after the Securities and Exchange Commission has had an opportunity
to make comments and Senior Care has provided responses to those comments. You
should not make an investment decision to tender your shares until you receive a
copy of the Tender Offer and Prospectus in the mail and have read them because
the Prospectus contains important information which you need to consider before
making an investment decision.

Senior Care expects that the shares which you receive will be traded on the Over
the Counter Bulletin Board [OTC:BB:SENC] under the symbol SENC.

ITEM 5 _ PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Senior Care has already negotiated and completed the purchase of certain assets
of Tri_National which were described above in Item 3, Identity & Background of
Filing Person.

The transactions as completed were part of an overall plan whereby Senior Care
would purchase certain of the Mexican assets of Tri_National while at the same
time, making a Tender Offer to secure control of that company. Additionally,
Senior Care intends as part of the overall transaction to assume certain parts
of Tri_National's debt which Senior Care will pay through the issuance of
Preferred stock to Tri_National's Corporate Note holders with respect to the
Hills of Bajamar property and likewise, Senior Care intends to move forward with
a similar program to amortize the debt of , Capital Trust, Inc. of New York
totaling approximately $8,500,000.

Senior Care will register the shares which it is issuing pursuant to this Tender
Offer and will also move to register the preferred stock which it will issue to
assume the debt of Corporate Note holders and may do the same with respect to
the debt owed by Tri_National to Capital Trust.

Senior Care also intends to employ certain members of present Tri_National
management and has entered into employment agreements with each of the following
Tri_National executives:

POSITIONS HELD
NAME AGE WITH THE TRI_NATIONAL SINCE
- ---- --- --------------------- -----
Michael A. Sunstein 58 Director, CEO & 1989
President
Gilbert Fuentes 67 Chief Financial Officer 1996
Bersain Gutierrez 43 V.P. Legal Counsel, Mexico 1998
Jason Sunstein 29 Secretary and 1989
V.P. Investor Relations

MICHAEL A. SUNSTEIN. Mr. Sunstein has been the Chief Executive Officer and a
Director of the Tri_National since its founding 1989. Prior to joining the
Tri_National, Mr. Sunstein spent 15 years in the housing industry, primarily
with Kaufman and Broad Homes, Inc., a New York Stock Exchange listed company,
where he served as President of the Midwestern Division and acting President of
the East Coast Division. In those capacities he was responsible for the
financial, building and delivery of approximately $30,000,000 in housing sales
annually. He resigned from Kaufman and Broad and started his own firm in the
building and materials and single_family home industry in Michigan, prior to
moving to San Diego in 1982.

GILBERT FUENTES. Mr. Fuentes has been the Chief Financial Officer since 1996. He
has 25 years of experience in the banking industry. He has held the positions of
President and Chief Executive Officer, Senior Vice President, Chief Financial
Officer, Treasurer and Comptroller for multi_ billion dollar banking
organizations. He has authored several articles in the fields of finance and
cash management, as well as the 1992 and 1993 Economic Forecast of the United
States and Mexico, published by the U.S. Mexico Foundation. Mr. Fuentes has
developed innovative cash management systems, investment strategies and
strategic financial plans that resulted in millions of dollars of incremental
income for his former employers.

LIC. BERSAIN GUTIERREZ. Mr. Gutierrez joined the Company in October of
1998 as V.P. Legal Counsel, Mexico and Director of Mexican Operations. He
has been instrumental in negotiating, coordinating title policies, surveys
and the filing and approval for Municipal zoning and permits for the
Company's real estate projects in Mexico. Prior to joining Tri_National,
Mr. Gutierrez held high positions in the Secretaria de Hacienda y Credito
Publico (I.R.S. of Mexico), as well as District Attorney for the Federal
District of Mexico City. He also held high positions in the Procudaria de
Justicia del D.F. (the F.B.I. of Mexico). Mr. Gutierrez graduated with
honors from the law school of Universidad Autonoma de Mexico in 1979.

JASON A. SUNSTEIN. Mr. Sunstein has been Vice President of Investor
Relations for the Company since 1989 and for MRI Medical Diagnostics, Inc.
since 1992. He attended San Diego State University where he majored in
Finance and is a licensed securities broker. He is the son of Michael Sunstein.

None of the executives of Tri_National who are being employed by Senior Care
hold any stock in Senior Care. However, certain officers of Tri_National who are
being employed by Senior Care hold stock in Tri_National which they intend to
tender to Senior Care under the terms of this Tender Offer. The ownership of
Tri_National officers and directors who will tender their shares to Senior Care
or may tender their shares to Senior Care under the terms of this Tender Offer
and who have signified to Senior Care that they support this Tender Offer are as
follows:

The following table sets forth the ownership of the Common Stock in Tri_National
by the officers and directors that Senior Care intends to employ. These stock
holdings were reported as of April 30, 2000 (based on a total of 31,647,534
outstanding shares of Common Stock at that time by its officers and directors.
This is the last date upon which Tri_National reported the holdings of its
officers and directors in an Annual Report by the filing of a Form 10KSB.).

NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENTAGE
BENEFICIAL OWNER OWNED BENEFICIALLY OWNED
- ------------------- ------------------- --------------------
Michael A. Sunstein 2,063,240 %6.519
Jason Sunstein 275,000 0.869
Gilbert Fuentes 50,000 *

Jason Sunstein, as President of Delanorte Investments, Inc. loaned the Company
$301,650 during the fiscal year ended April 30, 2000 and was repaid $153,870,
leaving a balance due at April 30, 2000 of $147,780. Additionally, Michael
Sunstein, as President of Palomar Investments, Inc., loaned the Company $264,150
during the same year and was repaid $142,500, leaving a balance due at April 30,
2000 of $121,650.

Management of Tri_National is supporting the Senior Care Tender Offer. Certain
members of Tri_National management will also be employed by Senior Care which
creates a conflict of interest between the interest of those persons who are
being hired by Senior Care and are, at the same time recommending that
Tri_National shareholders accept this Tender Offer.

The transactions which are described above whereby Senior Care obtained certain
Mexican properties of Tri_National's Mexican subsidiaries was voted upon by the
Board of Directors of Tri_National and was approved by them. The members of the
Board of Directors who voted to approve these transactions are among the same
persons who will now be employed by Senior Care including Michael A. Sunstein
who is Board Chairman and a member of the Board. Mr. Sunstein was not employed
by Senior Care when he voted as a member of the Board to support these sales to
Senior Care. However, he knew at that time that as a part of the entire package,
Senior Care had offered to employ him in the future.

Additionally, on April 30, 2001, Senior Care loaned a total of $35,000 to a
subsidiary of Tri_National which was used by the officers of Tri_National to pay
certain on going obligations for office and support of the office of
Tri_National in San Diego. This loan was made on terms which required Michael
Sunstein to pledge his shares of stock in Tri_National as collateral for the
loan. Under the terms of this loan agreement, a total of 2,063,240 shares of
Tri_National were pledged to Senior Care to secure repayment of the monies
loaned. The loan is due 180 days from April 30, 2001 and bears interest at the
rate of 10% per annum on the declining balance due.

There was no transfer of the voting rights to the shares pledged as collateral
for the loan. Those rights remain with Michael Sunstein. He would loose the
voting rights only in the event the collateral is foreclosed for non_payment of
the loan on a timely basis.

ITEM 6 _ PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

The purpose of this transaction is for Senior Care to gain control of
Tri_National and thereby be able to coordinate the development of Senior Care
age restricted properties and similar properties presently under development by
Tri_National.

The Common stock in Tri_National which, if tendered, will be purchased by Senior
Care in exchange for Common stock in Senior Care will be held by Senior Care as
an investment. It is not contemplated that Senior Care would sell or otherwise
transfer the stock which it purchases in Tri_National.

Though it is not contemplated by Senior Care that a merger of Tri_ National and
Senior Care will result from this purchase of shares in Tri_National by Senior
Care, there is no guarantee that Senior Care would not, in future, propose such
a merger. Furthermore, it is possible that Senior Care might act to reorganize,
liquidate or otherwise change the present structure of Tri_National. There are
no present plans to do any of these things. However, Senior Care may, after the
Tender is completed, move to do any of these things.

Senior Care also intends to change the Board of Directors of Tri_National once
the Tender is complete and providing Senior Care obtains a controlling interest
in Tri_National. In all likelihood, Senior Care would substitute the present
Board of Directors with Senior Care Board members in combination with certain
present Board members of Tri_National.

The present members of the Board of Directors of Senior Care who could become
members of the Board of Directors of Tri_National following completion of the
Tender are set forth below. This does not guarantee that these will be the
persons who would become members of the new Board but it is an indication of the
persons who would most likely become members:

In addition to Michael Sunstein who is already a member of the Board of
Tri_National, it is anticipated that Gil Fuentes will also become a member of
the Board. The biographies of these two individuals was set forth above. In
addition, it is likely that the following persons from Senior Care would join
the Board in lieu of the present members:

Mervyn Phelan, Sr., Presently Chairman, Chief Executive Officer, Director
of Senior Care.

Robert Coberly, Presently Chief Financial Officer, Treasurer, Director of
Senior Care.

John Cruickshank, Presently Senior Vice President, Secretary, Director of
Senior Care.

It is anticipated that the Common stock of Tri_National will continue to be
traded on the Over the Counter Bulletin Board [OTC:BB:TNAV] under the trading
symbol TNAV.

Also, it should be noted that Tri_National completed its fiscal year on April
30, 2001 and its Annual Report will be filed on a timely basis with the SEC.
There will be no changes in reporting requirements and there is no anticipated
change of principal accountant for Tri_National.

Under the terms of the agreement between Tri_National and Senior Care, Senior
Care agreed to make a stock tender offer whereby Tri_National shareholders would
receive 1 share of Senior Care for each 3 shares of Tri_National tendered plus 1
warrant which could be converted into 1 share of Common stock upon the payment
of $1. The warrants are to be valid for a period of 1 year from the date of
issue.

Senior Care is to make every reasonable effort to register the stock issued
pursuant to the Tender by the filing of an S_4 Registration Statement with the
SEC.

Additionally, Senior Care agreed to create a new class of convertible preferred
for the purpose of paying Tri_National's approximately 300 Corporate Note
holders with notes due in the amount of approximately $11,262,481, that Senior
Care would make every reasonable effort to register this new class of preferred,
amortizing the preferred stock with payments from the sales of residential lots
at the Hills of Bajamar.

Following the completion of the Tender and transfer of all of the properties
which were sold to Senior Care by Tri_National, Senior Care agreed to use its
best efforts to complete the filing of an SB_2 Registration Statement to raise
approximately $15,000,000 through a new stock issue.

By its agreement, Tri_National agreed to hold Senior Care, its officers,
directors and shareholders harmless from any and all claims which might arise
against Tri_National, its officers and directors.

ITEM 7 _ SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

No cash is required to affect the offer. The only cost to the Company is the
cost of making the offer for printing and other costs associated therewith.

Senior Care will pay all expenses in connection with this Tender Offer. Legal
fees incurred in connection with the preparation of this Tender Offer and the
attached Opinion of Counsel are being paid to Lawrence R. Young & Associates,
P.C. Additionally, the Company has paid Ludlow & Harrison, CPA's for the
financial statements which are attached hereto.

The estimated costs to the Company directly attributable to this Tender Offer
are as follows:

Legal Fees $ 5,000
Accounting Fees 10,000
Mailing & Postage 7,000 (estimate)
Stock Transfer Fees 12,500 (estimate)
---------
Total Costs: $ 34,500

ITEM 8 _ INTEREST IN SECURITIES OF THE SUBJECT COMPANY

COMMON STOCK OF TRI_NATIONAL DEVELOPMENT CORPORATION
- ----------------------------------------------------

The authorized Common Stock of Tri_National consists of 100,000,000 shares of
Common Stock without par value. As of the most recently filed Quarterly Report,
as of January 31, 2001, there were 37,685,464 shares issued and outstanding.

The Common Stock has full voting rights on all matters for which shareholder
approval is required or permitted.

The Common Stock does not possess any preferential right to dividends and
therefore is entitled to dividends only when and if dividends on such Common
Stock are declared by the Board of Directors, and only from funds legally
available therefore.

The holders of common stock have equal ratable rights to dividends from funds
legally available therefore, when, as and if declared by the Board of Directors
of the Company; are entitled to shares ratably in all of the assets of the
Company available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions applicable thereto. Such shares are entitled to one vote per share on
all matters which stockholders may vote on at all meetings of shareholders. All
shares of common stock are fully paid and nonassessable.

The holders of shares of common stock of the Company do not have cumulative
voting rights. Thus, the holders of more than 50% of such outstanding shares,
voting for the election of directors can elect all of the directors to be
elected, and in such event, the holders of the remaining shares will not be able
to elect any of the Company's directors.

HOLDERS

As of January 31, 2001, there were approximately 1,024 registered holders of
Tri_National's Common Stock.

DIVIDEND POLICY

Tri_National has never declared or paid cash dividends on its Common Stock, and
may elect to retain its net income in the future to increase its capital base.
The Company does not currently anticipate paying cash dividends on its Common
Stock in the foreseeable future.

STOCK FOR VINAS DE BAJAMAR LOTS CONVERSION

During the year end April 30, 1998, the Company carried out a Private Placement
to existing shareholders for approximately 4,000 square foot residential lots at
the Hills of Bajamar. The cash price per lot was $10,000 and the stock price per
lot was 5,000 shares of Common Stock at a value of $2.00 per share. A total of
15 shareholders subscribed to the Private Placement for a total 22 lots,
totaling 110,000 shares of Common Stock. In August of 2000, the Buyers selected,
on average, 7,000 square foot lots within its Vinas de Bajamar development and
the Company cancelled their respective stock certificates.

STOCK ISSUED FOR SERVICES

In an effort to preserve cash, the Company issued a total of approximately
800,000 shares of Common Stock in the Company for services for the year end
April 30, 2000. Services included full_time and part_time employees, outside
consultants, marketing, architects, engineers, land planners, accounting and
legal services, web site design and other professional services.

STOCK ISSUED TO CAPITAL TRUST, INC.

A total of 4,000,000 restricted common shares were issued to Capital Trust, Inc.
of New York, in connection with the $8 million loan for the closing of Plaza
Rosarito (See "BUSINESS"). The 4,000,000 common shares will be canceled upon
repayment of the loan. As these shares were issued for collateral purposes only,
they are not included in the issued and outstanding calculations. In addition,
2,000,000 restricted common shares were issued to The A.J. Hester Group.

STOCK ISSUED TO VILLA SERENA

A total of 1,200,000 restricted common shares were issued to Villa Serena
Homeowners Association as collateral for a $300,000 loan. The 1,200,000 common
shares will be canceled upon repayment of the loan. As these shares were issued
for collateral purposes only, they are not included in the issued and
outstanding calculations.

STOCK ISSUED TO SILVER POINTE INVESTMENTS, LLC

A total of 2,112,000 were transferred to Silver Pointe Investments, LLC as
collateral for a $750,000 loan. The 2,112,000 common shares will be canceled
upon repayment of the loan. As these shares were issued for collateral purposes
only, they are not used in the issued and outstanding calculations.

STOCK ISSUED TO NORMAN LIZT

A total of 980,000 restricted common shares were issued to Norman Lizt as
collateral for a $400,000 loan in connection with the acquisition of the land in
San Marcos, California. As these shares were issued for collateral purposes
only, they are not included in the issued and outstanding calculations.

WARRANTS GRANTED AND EXERCISED DURING THE YEAR

In 1996, the Company carried out a private placement of 1,945,741 units of the
Company at a price of $0.285 per unit for gross proceeds of $521,971. Each unit
consists of one common share in the capital of the Company and a two year
non_transferable share purchase warrant. Each non_transferable share purchase
warrant entitles the holder thereof to purchase one common share in the capital
of the Company at any time during the first six months of the term of the
warrant at a price of $0.285, at any time during the second six months of the
term of the warrant at a price of $0.40, at any time during the third sixmonths
of the term of the warrant at a price of $0.55 or at any time during the final
six months of the term of the warrant at a price of $0.75. The term of the
warrant commenced on the October 30, 1996 and expired on October 30, 1999. As of
October 30, 1999, a total of 1,818,495 warrants had been exercised, leaving
127,246 warrants unexercised and expired.

In 1996, the Company also carried out a private placement of 968,020 units at a
price of $0.35 per unit for gross proceeds of $338,807. Each unit consists of
one common share in the capital of the Company and a two year non_transferable
share purchase warrant. Each non_transferable share purchase warrant entitles
the holder thereof to purchase one common share in the capital of the Company at
any time during the first year of the term of the warrant at a price of $0.40 or
at any time during the final year of the term of the warrant at a price of
$0.50. The term of the warrant commenced on the October 30, 1996 and October 30,
1998. As of October 30, 1998, a total of 943,145 warrants had been exercised,
leaving 24,875 unexercised and expired.

During the year ended April 30, 1998, the Company carried out a private
placement of 1,857,332 units for gross proceeds of approximately $669,194. Each
unit consists of one common share in the capital of the Company and a one year
non_transferable share purchase warrant for a term of one year. Each
non_transferable share purchase warrant entitles the holder thereof to purchase
one common share in the capital of the Company at any time during the year of
the term of the warrant at an average price of approximately $.80 per share. As
of April 30, 2000, a total of 28,572 warrants had been exercised and 1,828,760
had expired unercised.

At the year end April 30, 2000 no additional warrants had been issued or
outstanding.

PORTAL DEL MAR

The Company offered and completed a private placement of 2,000,000 shares of its
common stock from April of 1999 and closed in July of 1999 at an average price
per share of $.65, for gross proceeds of roughly $1,250,000. The Use of Proceeds
for the private placement was related to the acquisition of Portal Del Mar. The
shares issued pursuant to this private placement are restricted securities as
defined by Rule 144.

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of April 30, 2000 from the most recently filed
Annual Report of Tri_National (based on a total of 31,647,534 outstanding shares
of Common Stock) by (1) all persons know by the Company to own beneficially more
than 5% of the common stock, (II) each of the Company's Directors, (III) each of
the Named Executive Officers, and (IV) all executive officers and directors as a
group. Except as otherwise indicated, the Company believes the persons named in
the table have sole voting and investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.

NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENTAGE
BENEFICIAL OWNER (1) OWNED BENEFICIALLY OWNED
- ------------------- ------------------- --------------------
Michael A. Sunstein (II)(III) 2,063,240 %6.519
The A.J. Hester Group (I) 2,000,000 6.320
C/o Josephtal and Co.
200 Park Ave., 24th Fl.
New York, NY 10166
Jerry Parker, M.D. (II)(III) 1,850,857 5.848
Jason Sunstein (III) 275,000 0.869
Paul G. Goss (III) 125,000 *
Dr. Robert Rosen (II) 140,000 *
Jay Pasternak (II) 121,287 *
Arthur Lilly (II) 99,000 *
Gilbert Fuentes (III) 50,000 *
Ted Takacs (II) 50,000
Shane Kennedy (II) 1,200 *
Advisory Team 1,242,000 3.924
All Directors and Officers as
a Group (IV) 4,775,584 15.09
TOTAL OF ABOVE 8,017,584 25.34

(1) Except where otherwise noted, the address of the Company's directors
and executive officers is c/o Tri_National Development Corp., 480 Camino
Del Rio S., Suite 140, San Diego, California 92108.

COMMON STOCK OF SENIOR CARE INDUSTRIES, INC.
- --------------------------------------------

Senior Care's authorized stock consists of 50,000,000 authorized shares of
Common Stock, par value $.001 per share, 10,046,634 shares of which were
outstanding as of March 31, 2001.

Common Stock
- ------------

Senior Care is authorized to issue a total of 50,000,000 shares of Common stock,
$.001 par value. Prior to March 15, 2001, there were a total of 13,399,001
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.

At the same meeting, the Board authorized the following common shares to be
issued to officers and directors as follows:

1. The Aliso Circle Irrevocable Inter Vivos Trust as part of a package of
benefits for Mervyn A. Phelan, Sr., 8,000,000 shares;

2. To various other officers and directors, a total of 1,600,000 shares as a
bonus for work done in connection with the Tri_National property acquisition 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:

Robert Coberly, Chief Financial Officer, Treasurer & Director, 400,000 shares;
John Cruickshank, Senior Vice President, Secretary & Director, 400,000 shares;
Stephen Reeder, former Chairman, CEO and Director, 200,000 shares; Bob Eschwege,
Vice President and Plant Manager, 300,000 shares; Scott Brake, Vice President &
Director, 200,000 shares; Denzel Harvey, David Edwards and John Tanner, 100,000
shares each as Directors.

3. Then on April 19, 2001, an additional 3,013,548 Common shares were issued to
consultants who worked on various acquisitions for the Company including the San
Jacinto, California transaction and other acquisitions in Las Vegas, Nevada.

4. On the same date, a total of 250,000 Common shares were issued to the sellers
of the Flamingo 55 project in Las Vegas, Nevada.

As of the date of this Offer, Senior Care had a total of 13,310,182 shares
outstanding.

The following sets forth the number of shares of our Common Stock beneficially
owned by (i) each person who, as of April 20, 2001, known by us to own
beneficially more than five percent (5%) of our Common Stock; (ii) our
individual directors and (iii) our officers and directors as a group.

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2)(3) CLASS
- ------------------- --------------------------- ----------
(i) Craig Brown 1,041,183 7.8%
410 Broadway, Suite 203
Laguna Beach, CA 92651

Brian Eisberg 1,004,516 7.5%
8 Vineyard Court
Novato, CA 94947

Michael Austin 1,004,516 7.5%
1550 Bellwood
San Marino, CA 91108

(ii) Mervyn A. Phelan, Sr. 8,000,000 restricted 60.0%
Chairman, Chief Executive
Officer and Director

(iii) Officers and Directors
as a group 1,620,667 12.2%
(not including Mervyn A. Phelan, Sr.)

(1) All ownership is beneficial and of record, unless indicated otherwise

and includes shares issuable upon exercise of outstanding options,
warrants or other common stock equivalents which are exercisable within
60 days.

(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.

(3) There were no transactions, or series of transactions, during fiscal
1999 or 2000, nor are there any currently proposed transactions, or
series of transactions, to which we are a party, in which the amount
exceeds $60,000, and in which to our knowledge any director, executive
officer, nominee, five percent or greater shareholder, or any member of
the immediate family of any of the foregoing persons, has or will have
any direct or indirect material interest.

ITEM 9 _ PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

SOLICITATIONS & RECOMMENDATIONS:

No person has been employed by the Company to make solicitations or
recommendations regarding this Tender Offer. You should make your decision
concerning this matter from the Offer itself and no other person will contact
you regarding it.

USE OF TRI_NATIONAL EMPLOYEES:

Senior Care may use Michael Sunstein, Gil Fuentes and Jason Sunstein from
Tri_National in connection with this transaction. Each of them will receive a
salary and may also receive stock options from Senior Care once they become
Senior Care employees and are eligible to participate in the 2001 Stock Option
Plan for Senior Care officers and directors. As yet, no written employment
contracts have yet been firmly negotiated or executed by any of the parties.

LEGAL MATTERS:

The validity of Series G Preferred offered hereby will be passed upon for the
Company by Lawrence R. Young & Associates, P.C., Lawrence R. Young, Esq. whose
address is 9530 E. Imperial Highway, Suite K, Downey, CA 90242_3041.

ACCOUNTANTS & AUDITORS:

The balance sheets as of December 31, 1999 and December 31, 2000 and the
statements of operations, shareholders' equity and cash flows for the periods
then ended were prepared by Ludlow & Harrison, A CPA Corporation, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

STOCK TRANSFER AGENT:

The Stock Transfer Agent who will handle this transaction and any questions
regarding the surrender of Common shares and execution of the Subscription
Agreement should be addressed to:

First American Stock Transfer, Inc.
1717 E. Bell Road, 2_155
Phoenix, AZ 85022
Telephone: (602) 485_1346

ITEM 10 _ FINANCIAL STATEMENTS

Senior Care Industries, Inc.

FINANCIAL STATEMENTS
December 31, 1999 and December 31, 2000

TABLE OF CONTENTS

PAGE
----

INDEPENDENT AUDITOR'S REPORT 30

BALANCE SHEET _ ASSETS 31

BALANCE SHEET _ LIABILITIES AND SHAREHOLDER'S EQUITY 32

STATEMENT OF OPERATIONS 33

STATEMENT OF STOCKHOLDERS' EQUITY 34

STATEMENT OF CASH FLOWS 35

NOTES TO THE FINANCIAL STATEMENTS 36

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

INDEPENDENT AUDITOR'S REPORT

Board of Directors May 25, 2000
Senior Care Industries, Inc. (the Company)
410 Broadway, 2nd Floor
Laguna Beach, CA 92651

We have audited the Balance Sheet of Senior Care Industries, Inc., as of
December 31, 1999 and December 31, 2000 and the related Statements of
Operations, Stockholders' Equity and Cash Flows for those years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Senior Care Industries, Inc., as of
December 31, 1999 and December 31, 2000, and the results of its operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

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

SENIOR CARE INDUSTRIES, INC.

BALANCE SHEET

ASSETS

December 31, 1999 December 31, 2000
----------------- -----------------

CURRENT ASSETS:

Cash $ 38,117 $ 43,485
Notes Receivable 57,903
Accounts Receivable 714,526
Inventory 553,250
Deposits
Equipment Deposits 1,275
Real Estate Deposits 141,700
Prepaid Federal Income Tax 1,400
Prepaid State Income Tax 15,720
Other Current Assets 16,164
Prepaid expenses 2,550 8,968
--------------- --------------

Total current assets 40,667 1,554,391
--------------

FIXED ASSETS:

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

Real Estate
Construction in Progess_Capitalized Interest 839,951
Construction in Progress 13,744,857 14,889,307
Rental Property 1,800,000 1,800,000
Capitalized Expenses on Real Estate Projects 2,251,198
Less: Accumulated Depreciation (22,222) (44,284)
--------------- --------------
Total Real Estate 15,522,635 19,736,172
--------------- --------------
Total Fixed Assets 15,522,635 19,917,210

OTHER ASSETS:

Goodwill Noble Furniture 1,732,240
Investment in Rent USA, Inc. 2,250,000
Investment in LLC 3,234,000 3,234,000
Less: Accumulated Amortization (76,088)
--------------- --------------
Total Other Assets 3,234,000 7,139,252
--------------- --------------
TOTAL ASSETS $ 18,797,302 $ 28,610,854
=============== ==============

See accompanying notes and auditor's report.

SENIOR CARE INDUSTRIES, INC.

BALANCE SHEET

LIABILITES AND STOCKHOLDERS' EQUITY

December 31, 1999 December 31, 2000
----------------- -----------------

CURRENT LIABILITIES:

Accounts Payable $ 462,585
Accrued Payroll Payable 11,178
Garnishment Payable 552
Payroll Taxes Payable 7,597
Accrued State Income Taxes Payable 4,090
State Sales Tax Payable 512
Notes Payable, Current Portion 23,074
Reserve Accounts 4,995
Current Portion Real Estate Loans 200,110
-------------- -------------
Total Current Liabilities 200,110 514,584

LONG TERM LIABILITIES

Notes Payable, Non Current Portion 700,000 2,561,021
Real Estate Loans Payable 8,935,613 13,024,623
-------------- -------------
Total Long Term Liabilities 9,635,613 16,100,228
-------------- -------------

TOTAL LIABILITIES 10,600,946 16,100,228
-------------- -------------

STOCKHOLDERS' EQUITY:

Series A convertible preferred stock, $.001 par value
34,500 shares issued and outstanding 34
Series B convertible preferred stock, $.001 par value
400,000 shares issued and outstanding 400
Series D convertible preferred stock, $.001 par value
2,000,000 shares authorized and outstanding 2,000
Common stock, $0.001 par value, 50,000,000 shares
authorized, 6,662,154 shares issued and outstanding 6,662
13,399,001 shares issued and outstanding 13,399
Additional paid in capital 10,262,533 14,639,861
Accumulated deficit (2,073,273) (2,144,634)
-------------- -------------

Total stockholders' equity 8,196,356 12,510,634
-------------- -------------

TOTAL LIABILITES AND STOCKHOLDERS' EQUITY $ 18,797,302 $ 28,610,854
============== =============

See accompanying notes and auditor's report.

SENIOR CARE INDUSTRIES, INC.

STATEMENTS OF OPERATIONS

For Years Ended

December 31, 1999 December 31, 2000
----------------- -----------------

REVENUES:

Property rental $ 100,428 $ 687,321
Sales 5,416,210
Other Income 1,750
Sales Returns & Discounts (135,605)
Interest Income 4,943
------------ ------------
Total Income and Net Sales 100,428 5,974,619

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

Total Cost of Goods 4,231,730

COSTS AND EXPENSES:

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

Net Loss before loss on discontinued operation (213,652) (71,361)

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

Net Loss $ (234,468) $ (71,361)
============ ============

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

See accompanying notes and auditor's report.

SENIOR CARE INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

For the Year Ended

December 31, 1999 December 31, 2000
----------------- -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss $ (234,468) $ (71,361)

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

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

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

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

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

CASH FLOWS FROM FINANCING ACTIVITIES

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

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

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

Supplemental disclosure of non_cash
investing and financing activities:
The Company acquired the following assets
and assumed liabilities for
common and preferred shares during the year for:
Real estate $11,660,000
Investment in LCC 3,234,000
Investment in Stock 3,982,240
Real estate loans (5,789,824)
Note payable (700,000)
------------ ------------
$ 8,404,176 $ 3,982,240
============ ============

See accompanying notes and auditor's report.

SENIOR CARE INDUSTRIES, INC.

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

Series A Series B Series D Additional Total
Preferred Stock Preferred Stock Preferred Stock Common Stock paid_in Accumulated Stockholder's
Shares Amount Shares Amount Shares Amount Shares Amount capital Deficit Equity
----------------------------------------------------------------------------------------------------------

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 December 31, 1999 _ _ _ _ _ _ _ _ _ (234,468) (234,468)
(as restated _ see Note 2)

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

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

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

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

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

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

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

See accompanying notes and auditor's report.

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 1 _ HISTORY AND ORGANIZATION OF THE COMPANY

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

On April 2, 1999, the Company transferred its existing assets which consisted of
patented mining claims to Paymaster Resources Incorporated. There were no
liabilities. Paymaster Resources Incorporated was a company that was controlled
by the directors of Golden Chest, Inc. 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 book value of these assets was $20,816, which is
recorded as a loss from discontinued operations in the accompanying statement of
operations for 1999.

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

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

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

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

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

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 2 _ ACCOUNTING POLICIES AND PROCEDURES

Accounting policies for investments in other entities:

Senior Care has investments in the Delran Associates, LLC, Noble Furniture and
Rent USA.

The Delran investment was part of the East_West Developer asset acquisition and
was based on the book value of net assets which Senior Care received, which
consist of real estate assets that were recently appraised. Senior Care received
a 45% membership interest in that limited liability company.

The purchase of Noble Furniture was valued based upon an appraisal of the assets
of that company and the number of shares of Senior Care Common stock given was
based upon the market price of those shares as of the date the transaction was
completed. The difference between the value of the assets and the value of the
stock paid was considered good will and is being amortized over a period of 15
years. In that transaction, Senior Care obtained all of the outstanding shares
of Noble Furniture and it is now a wholly owned subsidiary.

Senior Care purchased common stock in Rent USA in exchange for Series D
Preferred stock in Senior Care. The value of the transaction was based upon the
book value of Rent USA as of September 30, 2000, which was the most recent
financial statements available prior to the effective date of the transaction.
Senior Care obtained approximately 43.5% of Rent USA which, according to those
financial statements had a net asset value of $2,250,000 as of October 3, 2000.

On a quarterly basis, Senior Care management assesses whether there is likely to
be any impairment of its value in its investments in Rent USA or Delran. Whether
there is any impairment is determined after reviewing the financial statements
of those entities and making a determination as to whether in the view of
management, the investment is impaired for any reason. If the investment is
considered impaired, then management should inform its principal accountant
accordingly and adjustments to the value of the asset will be made on the
financial statements.

General accounting polices and procedures are as follows:
- ---------------------------------------------------------

a. Senior Care records revenues from real estate sales when
the escrow on the real estate transaction closes, that is when title has
passed to the buyer and Senior Care receives the money it is owed on
the transaction. No real estate sales had occurred as of the end
of the period reported here. No policy has yet been developed on
the value of property held for resale and whether the value of that
property may be impaired as a result of not being able to sell it.
Once the Company has some experience in the resale of property held
for resale, then such a policy will be developed.

As to rental income, rent is treated as received when it is actually
received.

The only sales which Senior Care had during the reporting period were from
furniture sales at Noble Furniture. Sales are recorded when the furniture
is delivered to the customer.

b. The Company has not yet adopted any policy regarding payment of dividends.
No cash 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.

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 2 _ ACCOUNTING POLICIES AND PROCEDURES, CONTINUED

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

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

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

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

i. Inventories are stated at cost determined using the first_in, first_out
(FIFO) method, but not in excess of market. Inventories consist of raw
materials, work_in process and finished goods. Costs include materials and
direct labor. Inventories as stated on these financial statements are net
after a deduction for doubtful accounts. Doubtful accounts from experience
are a minor amount and for that reason, have not been stated separately.

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 3 _ REAL ESTATE

Real estate is made up of the following at

December 31, 1999 December 31, 2000
----------------- -----------------

Rental property $ 1,800,000 $ 1,800,000
Capitalized Construction Interest 839,951
Capitalized Expenses 2,251,199
Construction in progress 13,744,857 14,889,306
Less: Accumulated Depreciation (44,285)
------------ ------------
$15,522,635 $19,736,172
============ ============

Senior Care did not begin capitalizing construction expenses and interest
pursuant to Statement of Financial Accounting Standards No. 34 until January 1,
2000.

Senior Care capitalized the following on construction projects during 2000:

Detail of Capitalized Expenses:

San Jacinto 223 Home Project $ 113,068
Pahrump 3,500 Home Project 120,390
Flamingo 55 Town Home Project 56,410
Signature Properties, New Mexico 37,362
Bellflower Christian Center 16,010
Evergreen Manor II 213,077
Pecos Russell Business Center 1,567,134
Friendly Bear Plaza 37,683
Broadway_Acacia 7,285
Other Projects under consideration not yet identified 82,780
------------
Total $ 2,251,199

Detail of Capitalized Interest:

Evergreen Manor II $ 397,357
Signature Properties 11,297
Friendly Bear Plaza 180,819
Pecos Russell Business Center 250,478
------------
Total $ 839,951

The following projects were under construction as of the periods ended:

December 31, 1999 December 31, 2000
----------------- -----------------
Evergreen Manor II 6,284,000 7,428,249
Pecos Russell Business Center 3,500,200 3,500,200
Friendly Bear 3,400,657 3,400,657
Signature Properties 560,000 560,000
-------------- --------------
Total: $ 13,744,857 $ 14,889,306

SENIOR CARE INDUSTRIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 4 _ MORTGAGE DEBT

The Company had the following mortgage obligations as of December 31, 2000 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, 2003. 2,297,025

Pecos Russell
- -------------

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

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

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

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

2002 5,142,606
2003 2,467,925
2004 and thereafter 7,610,531
------------

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

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 5 _ OTHER SECURED DEBT

The Company as part of the asset purchase agreement with East_ West Community
Developer, agreed to issue to a non_related third party a $700,000 note with
principal and accrued interest due on March 29, 2002.

Noble Furniture has a credit line with Celtic Capital which is secured by
inventory and accounts receivable under the terms of which Noble can borrow 50%
of current inventory and 80% of eligible accounts receivable. Eligible accounts
receivable are receivables which are due within a period of 60 days. Celtic also
allows a portion of Noble's equipment also to act as collateral. The weighted
average interest rate on borrowings under the Celtic credit line was 12% during
the year 2000.

Senior Care also has a credit line with American Auditors, LLC but that credit
line is not secured by any assets of Senior Care.

The balances due on these credit lines as of the end of the years were as
follows:

December 31, 1999 December 31, 2000
----------------- -----------------

Celtic Capital
Accounts Receivable $ 408,028
Inventory 83,000
Equipment 93,700
----------
Total Celtic Capital: 584,728
American Auditors 1,276,293
East_West Community Developer $ 700,000 700,000
------------ ----------
Total Other Loans: $ 700,000 $2,561,021
============ ==========

NOTE 6 _ COMMON STOCK

On May 1, 2000 the Company purchased Noble Furniture for 750,000 shares of
Company common stock valued at $3,187,500. The combination has been accounted
for by the purchase method. Accordingly, the Company recorded assets acquired at
their fair values. The Company accounted for the acquisition under the purchase
method of accounting and recorded a total of $1,732,240 in goodwill, which is
being amortized over 15 years. The difference between the actual purchase price
and the amount of goodwill is the appraised value of the equipment and other
tangible assets which Noble owned at the time the company was purchased. No
intangibles were included in that determination.

The Articles of Incorporation authorize 50,000,000 shares of common stock. As of
December 31, 2000, the Company had a total of 13,399,001 shares outstanding. It
should be noted here that on March 15, 2001, a 30 to 1 reverse split reduced the
number of outstanding shares from that amount to 446,634.

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. Those shares were converted to
172,500 shares of common stock on April 5, 2000. There are presently no Class A
Preferred shares outstanding.

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 7 _ PREFERRED STOCK, CONTINUED

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

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

SERIES D
- --------
On October 3, 2000, the Company issued 2,000,000 shares of Series D preferred
stock to Rent USA, Inc. in exchange for 5,000,000 shares of common stock in Rent
USA, Inc. which was issued to Senior Care. The transaction had a stated value in
the contract of $2,250,000. 5,000,000 shares of Rent USA represented 43.5% of
the shares outstanding in that company as of the date of the transaction. The
value was derived by dividing the book value per share of Rent USA into the
number of common shares received by Senior Care as of the most recent available
financial statements for that company which were as of September 30, 2000, only
three days prior to the effective date of the transaction on October 3, 2000. A
copy of the financial statements of Rent USA for the period ended September 30,
2000 is attached for your information as Exhibit 99.

NOTE 8 _ COMMITMENTS

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

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 9 _ STOCK BENEFIT PLAN

The Board of Directors authorized the 2000 Stock Option Plan under the terms of
which, options, if exercised, would result in the issuance of 584,792 shares of
common stock were given to certain officers and directors of the Company. The
option price to exercise these options was a fixed option price of $.10 per
share. All of the options were exercised on or before October 1, 2000. No
options were forfeit or expired during the year. The Company accounts for
stock_based employee compensation arrangements under the intrinsic method
pursuant to APB 25. The following table sets forth the difference between the
compensation cost had the Company awarded stock on October 1, 2000 rather than
providing the 2000 Stock Option Plan under the terms of which employees paid the
Company $.10 per share:

584,792 shares at $.10 per share: Option Price Paid: $ 58,472
Compensation Cost if stock were issued to officers
on October 1, 2000 at fair market value
of $2.00 per share [Average 30 day Bid Price]: $(1,169,584)

NOTE 10 _ EARNINGS PER SHARE

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

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

NOTE 11 _ 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 12 _ STOCK OPTION

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

Had this option been exercised, it would have resulted in the issuance of only
166,667 shares of Common stock due to the 30 to 1 reverse split which took
effect on March 15, 2001.

NOTE 13 _ SUBSEQUENT EVENTS

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

On March 12, 2001, the Shareholders authorized and the Board of Directors voted
that all holders of common stock would receive 1 share of common stock for each
30 shares owned as of March 15, 2001. This resulted in reducing the number of
common shares outstanding as of that date from 13,399,001 to 466,634.

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 13 _ SUBSEQUENT EVENTS, CONTINUED

Purchase of Assets of Tri_National Development Corporation
- ----------------------------------------------------------

1. THE HILLS OF BAJAMAR

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

3. PLAZA ROSARITO

SENIOR CARE INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
---------------------------------
December 31 1999 and December 31, 2000

NOTE 13 _ SUBSEQUENT EVENTS, CONTINUED

4. PORTAL DEL MAR CONDOMINIUMS

Senior Care assumed its proportional share of the debt on this property. Senior
Care's portion of that debt is approximately $600,000.

Recap of Tri_National Acquisitions:
- ----------------------------------

Senior Care purchased assets held by Tri_National's Mexican subsidiaries and
assumed debt as follows:

Name of Property Purchase Price Debt Assumed Net Assets Acquired
- ---------------------------------------------------------------------------------------

Hills of Bajamar $14,950,000 $14,950,000

Plazas Resort $16,079,055 $ 9,079,055 $ 7,000,000

Plaza Rosarito $33,200,000 $33,200,000

Portal Del Mar $ 6,000,000 $ 600,000 $ 5,400,000
----------- ----------- -----------
Total: $70,229,055 $ 9,679,055 $60,550,000

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.

Senior Care has developed the following segment information, the first being
from rental income which the Company receives from the rental of its income real
property, Broadway_Acacia, Pecos Russell Business Center and Friendly Bear. The
second is income received from the Noble Furniture manufacturing operation.
Eventually, once income begins being derived from the sale of property which the
Company holds for resale such as Evergreen Manor II, the Company will report
that income as a segment as well.

Income from the rental property segment and expenses incurred in connection with
that segment for the 12 month period ended is as follows [there was no separate
reporting of segments during the year 1999 due to the fact that the Company was
beginning its operations and had not yet identified segments]:

1999 2000
------------- ------------

Rental Income $ 100,428 $ 687,321
Less: General & Administrative
Expenses (314,080) (790,175)
--------- ---------
Loss Attributable to
Rental Operations: $(213,652) $ (102,854)

Income and expenses incurred in connection with the Company's Noble Furniture
operations are as follows:

Sales $5,282,355
Less: Cost of Good Sold (4,231,730)
----------
Gross Profit on Sales 1,050,624
Less: Selling, General &
Administrative Expenses (1,020,852)
----------
Net Profit Before Taxes 29,772
Less: State Income Tax 3,223
----------
Net Profit from Furniture Operations: $ 26,549

NOTE 15, RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the calculation required to establish the ratio
of earnings to fixed charges for the periods ended:

December 31, 1999 December 31, 2000
----------------- -----------------

Fixed Charges
Interest Expensed & Capitalized
Interest on Real Estate $ 839,951
Interest on Credit Lines $ 115,000 190,284
Capitalized Expenses 2,251,198
------------ ------------
Total Fixed Charges: $ 115,000 $ 3,281,433

Earnings
Pretax Income $ (234,468) $ (71,361)
Fixed Charges 115,000 3,281,433
Amortization of Capitalized Interest (44,284)
Less:
Capitalized Interest (839,951)
----------- ------------
$ 119,468 $ 2,324,837

Resultant Ratio of Earnings to
Fixed Charges 1.04:1 1:.71

ITEM 11 _ ADDITIONAL INFORMATION

So far as the Company is aware, there are no other regulatory requirements which
must be satisfied for a shareholder of Tri_National to tender Common shares held
by them.

There are no pending legal proceedings relating to the Tender Offer and the
Senior Care is unaware of any threat of litigation as a result of the reverse.

ITEM 12 _ RECOMMENDATION OF BOARD OF DIRECTORS OF TRI_NATIONAL

The Board of Directors of Tri_National has recommended this transaction as a
part of the complete restructuring of Tri_National and sales of its Mexican
properties to Senior Care. The Tender Offer is being made in accordance with a
memorandum of understanding executed between Senior Care and Tri_National, a
copy of which is attached as Exhibit 10.1.

ITEM 13 _ EXHIBITS

Exhibit 10.1 - Letter of Transmittal

Exhibit 10.2 _ Asset Purchase Agreement Between Tri_National and Senior Care

Exhibit 10.3 - Tender Offer Agreement

Exhibit 10.4 _ Hills of Bajamar Contract

Exhibit 10.5 _ Portal Del Mar Contract

Exhibit 10.6 _ Plaza Del Sol and Beachfront Land Contract

Exhibit 10.7 _ Plaza Resorts Contract

Exhibit 13 _ Quarterly Report for the periods ended March 31, 2000 and March 31,
2001

Exhibit 23 _ Consent of Ludlow & Harrison, CPAs

Exhibit 99 _ Pro Forma Financial Statements

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Offeror
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing of Form TO and has duly caused this Tender Offer to be
signed on its behalf by the undersigned, there unto duly authorized, in the City
of Los Angeles, State of California, on May 22, 2001.

Senior Care Industries, Inc.

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

Senior Care Industries, Inc.

/s/ Bob Coberly
------------------------------
Chief Financial Officer & Director