12/23/15 3:06PM

Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this

form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any

amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document,

and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,

1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another

individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)

 Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

 Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

 Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

 Schedule H: Codebtors (Official Form 206H)

 Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

 Amended Schedule

 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

 Other document that requires a declaration

I declare under penalty of perjury that the foregoing is true and correct.

Executed on December 23, 2015 X /s/ Charles V. Rice

Signature of individual signing on behalf of debtor

Charles V. Rice

Printed name

President

Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

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 Document Page 1 of 24
12/23/15 3:06PM

Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 206Sum

Summary of Assets and Liabilities for Non-Individuals 12/15

Part 1: Summary of Assets

1. Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

1a. Real property:

 Copy line 88 from Schedule A/B............................................................................................................................. $ 1,647,250.10

1b. Total personal property:

 Copy line 91A from Schedule A/B.........................................................................................................................

$ 1,508.64

1c. Total of all property:

 Copy line 92 from Schedule A/B...........................................................................................................................

$ 1,648,758.74

Part 2: Summary of Liabilities

2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D.................................... $ 2,044,519.60

3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

3a. Total claim amounts of priority unsecured claims:

 Copy the total claims from Part 1 from line 6a of Schedule E/F.......................................................................... $ 0.00

3b. Total amount of claims of nonpriority amount of unsecured claims:

 Copy the total of the amount of claims from Part 2 from line 6b of Schedule E/F................................................ +$ 6,653.48

4. Total liabilities .......................................................................................................................................................

Lines 2 + 3a + 3b $ 2,051,173.08

Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals page 1 of 1

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 Document Page 2 of 24
12/23/15 3:06PM

Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 206A/B

Schedule A/B: Assets - Real and Personal Property 12/15

Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest.

Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties

which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts

or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G).

Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write

the debtor’s name and case number (if known). Also identify the form and line number to which the additional information applies. If an

additional sheet is attached, include the amounts from the attachment in the total for the pertinent part.

For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset

schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the

debtor’s interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form.

Part 1: Cash and cash equivalents

1. Does the debtor have any cash or cash equivalents?

 No. Go to Part 2.

 Yes Fill in the information below.

All cash or cash equivalents owned or controlled by the debtor Current value of

debtor's interest

2. Cash on hand $250.00

3. Checking, savings, money market, or financial brokerage accounts (Identify all)

Name of institution (bank or brokerage firm) Type of account Last 4 digits of account

number

3.1..

Shared Payroll Checking Account

Last 4 digits of Acc# : 6896

Wells Fargo

Shared Payroll Checking

Account 6896 $0.00

3.2..

Shared Depository Account

Last 4 digits of Acc# : 1896

Wells Fargo

Shared Depository

Account 1896 $0.00

3.3..

Shared Disbursement Checking

Account

Last 4 digits of Acc# : 5496

Wells Fargo

Shared Disbursement

Checking Account 5496 $0.00

4. Other cash equivalents (Identify all)

5. Total of Part 1. $250.00

Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

Part 2: Deposits and Prepayments

6. Does the debtor have any deposits or prepayments?

 No. Go to Part 3.

 Yes Fill in the information below.

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 1

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Debtor TCR III, Inc. Case number (If known) 15-14162

Name

Part 3: Accounts receivable

10. Does the debtor have any accounts receivable?

 No. Go to Part 4.

 Yes Fill in the information below.

11. Accounts receivable

11b. Over 90 days old: 0.00 - 0.00 =.... $0.00

face amount doubtful or uncollectible accounts

12. Total of Part 3. $0.00

Current value on lines 11a + 11b = line 12. Copy the total to line 82.

Part 4: Investments

13. Does the debtor own any investments?

 No. Go to Part 5.

 Yes Fill in the information below.

Part 5: Inventory, excluding agriculture assets

18. Does the debtor own any inventory (excluding agriculture assets)?

 No. Go to Part 6.

 Yes Fill in the information below.

Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)

27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?

 No. Go to Part 7.

 Yes Fill in the information below.

Part 7: Office furniture, fixtures, and equipment; and collectibles

38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?

 No. Go to Part 8.

 Yes Fill in the information below.

General description Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

39. Office furniture

40. Office fixtures

41. Office equipment, including all computer equipment and

communication systems equipment and software

Furniture and Fixtures ($101,380.05 at cost) $0.00 Net Book Value $0.00

Equipment ($80,208.56 at cost) $1,258.64 Net Book Value $1,258.64

42. Collectibles Examples: Antiques and figurines; paintings, prints, or other artwork;

books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 2

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Debtor TCR III, Inc. Case number (If known) 15-14162

Name

collections; other collections, memorabilia, or collectibles

43. Total of Part 7. $1,258.64

Add lines 39 through 42. Copy the total to line 86.

44. Is a depreciation schedule available for any of the property listed in Part 7?

 No

 Yes

45. Has any of the property listed in Part 7 been appraised by a professional within the last year?

 No

 Yes

Part 8: Machinery, equipment, and vehicles

46. Does the debtor own or lease any machinery, equipment, or vehicles?

 No. Go to Part 9.

 Yes Fill in the information below.

Part 9: Real property

54. Does the debtor own or lease any real property?

 No. Go to Part 10.

 Yes Fill in the information below.

55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest

Description and location of

property

Include street address or other

description such as Assessor

Parcel Number (APN), and type

of property (for example,

acreage, factory, warehouse,

apartment or office building, if

available.

Nature and

extent of

debtor's interest

in property

Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

55.1. Land and Building

10140 Hastings Drive

Manassas, VA 20110

Net Book Value:

Land: $151,285.60

Building:

$1,495,964.50 Fee simple $1,647,250.10 Net Book Value $1,647,250.10

56. Total of Part 9. $1,647,250.10

Add the current value on lines 55.1 through 55.6 and entries from any additional sheets.

Copy the total to line 88.

57. Is a depreciation schedule available for any of the property listed in Part 9?

 No

 Yes

58. Has any of the property listed in Part 9 been appraised by a professional within the last year?

 No

 Yes

Part 10: Intangibles and intellectual property

59. Does the debtor have any interests in intangibles or intellectual property?

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 3

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Debtor TCR III, Inc. Case number (If known) 15-14162

Name

 No. Go to Part 11.

 Yes Fill in the information below.

Part 11: All other assets

70. Does the debtor own any other assets that have not yet been reported on this form?

Include all interests in executory contracts and unexpired leases not previously reported on this form.

 No. Go to Part 12.

 Yes Fill in the information below.

Current value of

debtor's interest

71. Notes receivable

Description (include name of obligor)

72. Tax refunds and unused net operating losses (NOLs)

Description (for example, federal, state, local)

73. Interests in insurance policies or annuities

74. Causes of action against third parties (whether or not a lawsuit

has been filed)

75. Other contingent and unliquidated claims or causes of action of

every nature, including counterclaims of the debtor and rights to

set off claims

76. Trusts, equitable or future interests in property

77. Other property of any kind not already listed Examples: Season tickets,

country club membership

Due to/from Affiliates and other net current assets

$0.00

78. Total of Part 11. $0.00

Add lines 71 through 77. Copy the total to line 90.

79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

 No

 Yes

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 4

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Debtor TCR III, Inc. Case number (If known) 15-14162

Name

Part 12: Summary

In Part 12 copy all of the totals from the earlier parts of the form

Type of property Current value of

personal property

Current value of real

property

80. Cash, cash equivalents, and financial assets.

Copy line 5, Part 1 $250.00

81. Deposits and prepayments. Copy line 9, Part 2. $0.00

82. Accounts receivable. Copy line 12, Part 3. $0.00

83. Investments. Copy line 17, Part 4. $0.00

84. Inventory. Copy line 23, Part 5. $0.00

85. Farming and fishing-related assets. Copy line 33, Part 6. $0.00

86. Office furniture, fixtures, and equipment; and collectibles.

Copy line 43, Part 7. $1,258.64

87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $0.00

88. Real property. Copy line 56, Part 9.........................................................................................> $1,647,250.10

89. Intangibles and intellectual property. Copy line 66, Part 10. $0.00

90. All other assets. Copy line 78, Part 11. + $0.00

91. Total. Add lines 80 through 90 for each column $1,508.64 + 91b. $1,647,250.10

92. Total of all property on Schedule A/B. Add lines 91a+91b=92 $1,648,758.74

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 5

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 Document Page 7 of 24
12/23/15 3:06PM

Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 206D

Schedule D: Creditors Who Have Claims Secured by Property 12/15

Be as complete and accurate as possible.

1. Do any creditors have claims secured by debtor's property?

 No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form.

 Yes. Fill in all of the information below.

Part 1: List Creditors Who Have Secured Claims

2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured

claim, list the creditor separately for each claim.

Column A

Amount of claim

Do not deduct the value

of collateral.

Column B

Value of collateral

that supports this

claim

2.1 TC10 Grantor Trust Describe debtor's property that is subject to a lien $2,044,519.60 $1,647,250.10

Creditor's Name Land and Building

10140 Hastings Drive

Manassas, VA 20110

Net Book Value:

Land: $151,285.60

Building: $1,495,964.50

c/o Valstone Asset

Management

260 E. Brown Street, # 250

Birmingham, MI 48009

Creditor's mailing address Describe the lien

Deed of Trust

Is the creditor an insider or related party?

 No

Creditor's email address, if known  Yes

Is anyone else liable on this claim?

Date debt was incurred  No

 Yes. Fill out Schedule H: Codebtors (Official Form 206H)

Last 4 digits of account number

Do multiple creditors have an

interest in the same property?

As of the petition filing date, the claim is:

Check all that apply

 No  Contingent

 Unliquidated

 Disputed

 Yes. Specify each creditor,

including this creditor and its relative

priority.

3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any.

$2,044,519.6

0

Part 2: List Others to Be Notified for a Debt Already Listed in Part 1

List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies,

assignees of claims listed above, and attorneys for secured creditors.

If no others need to notified for the debts listed in Part 1, do not fill out or submit this page. If additional pages are needed, copy this page.

Name and address On which line in Part 1

did you enter the

related creditor?

Last 4 digits of

account number

for this entity

-NONE- Line

Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property page 1 of 2

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Debtor TCR III, Inc. Case number (if know) 15-14162

Name

Official Form 206D Additional Page of Schedule D: Creditors Who Have Claims Secured by Property page 2 of 2

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 Document Page 9 of 24
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Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 206E/F

Schedule E/F: Creditors Who Have Unsecured Claims 12/15

Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims.

List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and

Personal Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Number the entries in Parts 1 and 2

in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form.

Part 1: List All Creditors with PRIORITY Unsecured Claims

1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).

 No. Go to Part 2.

 Yes. Go to line 2.

Part 2: List All Creditors with NONPRIORITY Unsecured Claims

3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill

out and attach the Additional Page of Part 2.

Amount of claim

3.1

Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: $2,216.05

Food Lion

P.O. Box 198169

Atlanta, GA 30384-8169

Check all that apply.

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Food

Date or dates debt was incurred Is the claim subject to offset?

 No

Last 4 digits of account number  Yes

3.2

Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: $4,261.29

FPC Food Services

321 East 5th Street

Frederick, MD 21705-0698

Check all that apply.

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Food

Date or dates debt was incurred Is the claim subject to offset?

 No

Last 4 digits of account number  Yes

3.3

Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: $0.00

Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims page 1 of 3

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Debtor TCR III, Inc. Case number (if known) 15-14162

Name

Gilliam's Building Supply

105 West Shirley Avenue

Henderson, NC 27537

Check all that apply.

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Maintenance

Date or dates debt was incurred Is the claim subject to offset?

 No

Last 4 digits of account number  Yes

3.4

Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: $67.98

Mast LTC

1910 Ross Mill Road

Henderson, NC 27537

Check all that apply.

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Nursing Supplies

Date or dates debt was incurred Is the claim subject to offset?

 No

Last 4 digits of account number  Yes

3.5

Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: $43.16

Sherwin-Williams

200 N. Commerce Avenue

Front Royal, VA 22630

Check all that apply.

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Maintenance

Date or dates debt was incurred Is the claim subject to offset?

 No

Last 4 digits of account number  Yes

3.6

Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: $65.00

Total Pest Services

368 McDonald Road

Winchester, VA 22602

Check all that apply.

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Pest Control

Date or dates debt was incurred Is the claim subject to offset?

 No

Last 4 digits of account number  Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 2 of 3

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Debtor TCR III, Inc. Case number (if known) 15-14162

Name

Part 3: List Others to Be Notified About Unsecured Claims

4. List in alphabetical order any others who must be notified for claims listed in Parts 1 and 2. Examples of entities that may be listed are collection agencies, assignees

of claims listed above, and attorneys for unsecured creditors.

If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this page. If additional pages are needed, copy the next page.

Name and mailing address On which line in Part1 or Part 2 is the

related creditor (if any) listed?

Last 4 digits of

account number, if

any

Part 4: Total Amounts of the Priority and Nonpriority Unsecured Claims

5. Add the amounts of priority and nonpriority unsecured claims.

Total of claim amounts

5a. Total claims from Part 1 5a. $ 0.00

5b. Total claims from Part 2 5b. + $ 6,653.48

5c. Total of Parts 1 and 2

Lines 5a + 5b = 5c. 5c. $ 6,653.48

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 3 of 3

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Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 206G

Schedule G: Executory Contracts and Unexpired Leases 12/15

Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, number the entries consecutively.

1. Does the debtor have any executory contracts or unexpired leases?

 No. Check this box and file this form with the debtor's other schedules. There is nothing else to report on this form.

 Yes. Fill in all of the information below even if the contacts of leases are listed on Schedule A/B: Assets - Real and Personal Property

(Official Form 206A/B).

2. List all contracts and unexpired leases State the name and mailing address for all other parties with

whom the debtor has an executory contract or unexpired

lease

2.1. State what the contract or

lease is for and the nature

of the debtor's interest

21 Resident Monthly Service

Contracts

State the term remaining

List the contract number of

any government contract

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 1 of 1

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Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 206H

Schedule H: Your Codebtors 12/15

Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach the

Additional Page to this page.

1. Do you have any codebtors?

 No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form.

 Yes

2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of

creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each schedule

on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.

Column 1: Codebtor Column 2: Creditor

Name Mailing Address Name Check all schedules

that apply:

2.1  D

Street  E/F

 G

City State Zip Code

2.2  D

Street  E/F

 G

City State Zip Code

2.3  D

Street  E/F

 G

City State Zip Code

2.4  D

Street  E/F

 G

City State Zip Code

Official Form 206H Schedule H: Your Codebtors Page 1 of 1

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Fill in this information to identify the case:

Debtor name TCR III, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 15-14162

 Check if this is an

amended filing

Official Form 207

Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 12/15

The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages,

write the debtor’s name and case number (if known).

Part 1: Income

1. Gross revenue from business

 None.

Identify the beginning and ending dates of the debtor’s fiscal year,

which may be a calendar year

Sources of revenue

Check all that apply

Gross revenue

(before deductions and

exclusions)

From the beginning of the fiscal year to filing date:

From 6/01/2015 to Filing Date

 Operating a business $480,651.08

 Other Gross Income

For prior year:

From 6/01/2014 to 5/31/2015

 Operating a business $988,956.99

 Other Gross Income

For year before that:

From 6/01/2013 to 5/31/2014

 Operating a business $1,000,830.78

 Other Gross Income

2. Non-business revenue

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from

lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

 None.

Description of sources of revenue Gross revenue from

each source

(before deductions and

exclusions)

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

3. Certain payments or transfers to creditors within 90 days before filing this case

List payments or transfers--including expense reimbursements--to any creditor, other than regular employee compensation, within 90 days before

filing this case unless the aggregate value of all property transferred to that creditor is less than $6,225. (This amount may be adjusted on 4/01/16

and every 3 years after that with respect to cases filed on or after the date of adjustment.)

 None.

Creditor's Name and Address Dates Total amount of value Reasons for payment or transfer

Check all that apply

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 1

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Debtor TCR III, Inc. Case number (if known) 15-14162

Creditor's Name and Address Dates Total amount of value Reasons for payment or transfer

Check all that apply

3.1. City of Manassas

P.O. Box 512

Manassas, VA 20108-0512

9-4-15;

10-2-15,

11-13-15;

12-1-15

$9,885.35  Secured debt

 Unsecured loan repayments

 Suppliers or vendors

 Services

 Other

3.2. FPC Food Services

321 East 5th Street

Frederick, MD 21705-0698

9-20-15;

10-20-15;

11-20-15

$9,735.31  Secured debt

 Unsecured loan repayments

 Suppliers or vendors

 Services

 Other

3.3. TC10 Grantor Trust

c/o Valstone Asset Management

260 E. Brown Street, # 250

Birmingham, MI 48009

9-1-15;

10-1-15;

11-1-15

$37,410.00  Secured debt

 Unsecured loan repayments

 Suppliers or vendors

 Services

 Other

3.4. Wilson Cooper 9-4-15;

9-18-15;

10-2-15;

10-16-15;

10-30-15;

11-13-15

$9,520.00  Secured debt

 Unsecured loan repayments

 Suppliers or vendors

 Services

 Other

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider

List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed

or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,225. (This amount

may be adjusted on 4/01/16 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments

listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership

debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31).

 None.

Insider's name and address

Relationship to debtor

Dates Total amount of value Reasons for payment or transfer

4.1. Amerisist Management Company LLC

c/o TCR I, Inc.

400A Kendrick Lane

Front Royal, VA 22630

Affiliate

Various $1.00 Cash Management

5. Repossessions, foreclosures, and returns

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold

at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.

 None

Creditor's name and address Describe of the Property Date Value of property

6. Setoffs

List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account

of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a

debt.

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 2

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Debtor TCR III, Inc. Case number (if known) 15-14162

 None

Creditor's name and address Description of the action creditor took Date action was

taken

Amount

Part 3: Legal Actions or Assignments

7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved

in any capacity—within 1 year before filing this case.

 None.

Case title

Case number

Nature of case Court or agency's name and

address

Status of case

7.1. TC10 Grantor Trust and TS

Cambridge Grantor Trust

v.

TCR III, Inc. (f/k/a America

House One, Inc.) (a/k/a

Amerisist of Manassas); TCR

IV, Inc. (f/k/a America House

Two, Inc.) (a/k/a Amerisist of

Orange); TCR V, Inc. (f/k/a

America House Three, Inc.)

(a/k/a Amerisist of Stephens

City); TCR VI, Inc.; and

America House Assisted

Living of Front Royal, L.L.C.

(a/k/a Amerisist of Front

Royal)

CL15-3871

Complaint for

Enforcement of

Security

Agreements and

Motion for the

Appointment of

Receiver over

Assisted Care

Living Facilities

Circuit Court of Prince

William County

Prince William, VA

 Pending

 On appeal

 Concluded

8. Assignments and receivership

List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of

a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

 None

Part 4: Certain Gifts and Charitable Contributions

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value of

the gifts to that recipient is less than $1,000

 None

Recipient's name and address Description of the gifts or contributions Dates given Value

Part 5: Certain Losses

10. All losses from fire, theft, or other casualty within 1 year before filing this case.

 None.

Description of the property lost and

how the loss occurred

Amount of payments received for the loss

If you have received payments to cover the loss, for

example, from insurance, government compensation, or

tort liability, list the total received.

List unpaid claims on Official Form 106A/B (Schedule

A/B: Assets – Real and Personal Property).

Dates of loss Value of property

lost

Part 6: Certain Payments or Transfers

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 3

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Debtor TCR III, Inc. Case number (if known) 15-14162

11. Payments related to bankruptcy

List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing

of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy

relief, or filing a bankruptcy case.

 None.

Who was paid or who received

the transfer?

Address

If not money, describe any property transferred Dates Total amount or

value

11.1. Sands Anderson PC

1111 East Main Street, Suite

2400

P.O. Box 1998

Richmond, VA 23218-1998

Fees and Costs for Chapter 11 bankruptcy

representation 11-18-2015 $10,305.36

Email or website address

Who made the payment, if not debtor?

Amerisist Management Company

LLC

12. Self-settled trusts of which the debtor is a beneficiary

List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case

to a self-settled trust or similar device.

Do not include transfers already listed on this statement.

 None.

Name of trust or device Describe any property transferred Dates transfers

were made

Total amount or

value

13. Transfers not already listed on this statement

List any transfers of money or other property by sale, trade, or any other means made by the debtor or a person acting on behalf of the debtor within

2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs. Include

both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.

 None.

Who received transfer?

Address

Description of property transferred or

payments received or debts paid in exchange

Date transfer

was made

Total amount or

value

Part 7: Previous Locations

14. Previous addresses

List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.

 Does not apply

Address Dates of occupancy

From-To

Part 8: Health Care Bankruptcies

15. Health Care bankruptcies

Is the debtor primarily engaged in offering services and facilities for:

- diagnosing or treating injury, deformity, or disease, or

- providing any surgical, psychiatric, drug treatment, or obstetric care?

 No. Go to Part 9.

 Yes. Fill in the information below.

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 4

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Debtor TCR III, Inc. Case number (if known) 15-14162

Facility name and address Nature of the business operation, including type of services

the debtor provides

If debtor provides meals

and housing, number of

patients in debtor’s care

15.1. Amerisist of Manassas

10140 Hastings Drive

Manassas, VA 20110

Assisted living services for elderly 21 Residents

Location where patient records are maintained (if different

from facility address). If electronic, identify any service provider.

How are records kept?

Check all that apply:

 Electronically

 Paper

Part 9: Personally Identifiable Information

16. Does the debtor collect and retain personally identifiable information of customers?

 No.

 Yes. State the nature of the information collected and retained.

17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension

or profit-sharing plan made available by the debtor as an employee benefit?

 No. Go to Part 10.

 Yes. Does the debtor serve as plan administrator?

Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

18. Closed financial accounts

Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed, sold,

moved, or transferred?

Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage houses,

cooperatives, associations, and other financial institutions.

 None

Financial Institution name and

Address

Last 4 digits of

account number

Type of account or

instrument

Date account was

closed, sold,

moved, or

transferred

Last balance

before closing or

transfer

19. Safe deposit boxes

List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this

case.

 None

Depository institution name and address Names of anyone with

access to it

Address

Description of the contents Do you still

have it?

20. Off-premises storage

List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in

which the debtor does business.

 None

Facility name and address Names of anyone with

access to it

Description of the contents Do you still

have it?

Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 5

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Debtor TCR III, Inc. Case number (if known) 15-14162

21. Property held for another

List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do

not list leased or rented property.

 None

Part 12: Details About Environment Information

For the purpose of Part 12, the following definitions apply:

Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the

medium affected (air, land, water, or any other medium).

Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly

owned, operated, or utilized.

Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a

similarly harmful substance.

Report all notices, releases, and proceedings known, regardless of when they occurred.

22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders.

 No.

 Yes. Provide details below.

Case title

Case number

Court or agency name and

address

Nature of the case Status of case

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an

environmental law?

 No.

 Yes. Provide details below.

Site name and address Governmental unit name and

address

Environmental law, if known Date of notice

24. Has the debtor notified any governmental unit of any release of hazardous material?

 No.

 Yes. Provide details below.

Site name and address Governmental unit name and

address

Environmental law, if known Date of notice

Part 13: Details About the Debtor's Business or Connections to Any Business

25. Other businesses in which the debtor has or has had an interest

List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.

Include this information even if already listed in the Schedules.

 None

Business name address Describe the nature of the business Employer Identification number

Do not include Social Security number or ITIN.

Dates business existed

25.1. TCR VI, Inc.

400A Kendrick Lane

Front Royal, VA 22630

Health care management company EIN:

From-To

76-0801398

26. Books, records, and financial statements

26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 6

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Debtor TCR III, Inc. Case number (if known) 15-14162

 None

Name and address Date of service

From-To

26a.1. RSM US LLP

30 S. 17th Street, Suite 710

Philadelphia, PA 19103

2000 - Present

26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement

within 2 years before filing this case.

 None

26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.

 None

Name and address If any books of account and records are

unavailable, explain why

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial

statement within 2 years before filing this case.

 None

Name and address

27. Inventories

Have any inventories of the debtor’s property been taken within 2 years before filing this case?

 No

 Yes. Give the details about the two most recent inventories.

Name of the person who supervised the taking of the

inventory

Date of inventory The dollar amount and basis (cost, market,

or other basis) of each inventory

28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other people

in control of the debtor at the time of the filing of this case.

Name Address Position and nature of any

interest

% of interest, if

any

Charles V. Rice 400A Kendrick Lane

Front Royal, VA 22630

Sole Director and President

Name Address Position and nature of any

interest

% of interest, if

any

TCR I, Inc. 400A Kendrick Lane

Front Royal, VA 22630

Sole Shareholder 100% Interest

29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in

control of the debtor, or shareholders in control of the debtor who no longer hold these positions?

 No

 Yes. Identify below.

30. Payments, distributions, or withdrawals credited or given to insiders

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses,

loans, credits on loans, stock redemptions, and options exercised?

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 7

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Debtor TCR III, Inc. Case number (if known) 15-14162

 No

 Yes. Identify below.

Name and address of recipient Amount of money or description and value of

property

Dates Reason for

providing the value

31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

 No

 Yes. Identify below.

Name of the parent corporation Employer Identification number of the parent

corporation

TCR I, Inc. EIN: 54-1818943

32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund?

 No

 Yes. Identify below.

Name of the parent corporation Employer Identification number of the parent

corporation

Part 14: Signature and Declaration

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both.

18 U.S.C. §§ 152, 1341, 1519, and 3571.

I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is

true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on December 23, 2015

/s/ Charles V. Rice Charles V. Rice

Signature of individual signing on behalf of the debtor Printed name

Position or relationship to debtor President

Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached?

 No

 Yes

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 8

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United States Bankruptcy Court

Eastern District of Virginia

In re TCR III, Inc. Case No. 15-14162

Debtor(s) Chapter 11

DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR

1. Pursuant to 11 U.S.C. § 329(a) and Bankruptcy Rule 2016(b), I certify that I am the attorney for the above-named debtor(s) and that

compensation paid to me, for services rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection with the

bankruptcy case is as follows:

For legal services, I have agreed to accept $ HOURLY

Prior to the filing of this statement I have received $ 10,305.36

Balance Due $ 0.00

2. The source of the compensation paid to me was:

Debtor Other (specify) Amerisist Management Company LLC

3. The source of compensation to be paid to me is:

Debtor Other (specify)

4. I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm.

I have agreed to share the above-disclosed compensation with a person or persons who are not members or associates of my law firm. A

copy of the agreement, together with a list of the names of the people sharing in the compensation, is attached.

5. In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including:

a. Analysis of the debtor's financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy;

b. Preparation and filing of any petition, schedules, statement of affairs and plan which may be required;

c. Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof;

d. Other provisions as needed:

6. By agreement with the debtor(s), the above-disclosed fee does not include the following services:

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CERTIFICATION

I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor(s) in

this bankruptcy proceeding.

December 23, 2015 /s/ Roy M. Terry, Jr.

Date Roy M. Terry, Jr. 17764

Signature of Attorney

Sands Anderson PC

Name of Law Firm

1111 East Main Street, Suite 2400

P.O. Box 1998

Richmond, VA 23218-1998

804-648-1636 Fax: 804-783-7291

For use in Chapter 13 Cases where Fees Requested Not in Excess of $5,050

(For all Cases Filed on or after 1/01/2015)

NOTICE TO DEBTOR(S), STANDING CHAPTER 13 TRUSTEE AND UNITED

STATES TRUSTEE

PURSUANT TO LOCAL BANKRUPTCY RULE 2016-1(C) AND

CLERK’S CM/ECF POLICY 9

Notice is hereby given that pursuant to Local Bankruptcy Rule 2016-1(C), you must file an objection with the court to the fees requested

in this disclosure of compensation opposing said fees in their entirety, or in a specific amount, no later than the last day for filing objections to

confirmation of the chapter 13 plan.

PROOF OF SERVICE

The undersigned hereby certifies that on this date the foregoing Notice was served upon the debtor(s), the standing Chapter 13 trustee,

and U. S. trustee pursuant to Local Bankruptcy Rule 2016-1(C) and the Clerk’s CM/ECF Policy 9, either electronically or in paper form (first class

mail).

Date

Signature of Attorney

[2030edva ver. 12/15]

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