SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                   ANY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For The Fiscal year ended December 31, 2000

              ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Transition Period From ___ to ___

                       Senior Retirement Communities, Inc.
                             SEC file No. 333-45419

Louisiana                                                     72-1394159
(State or other jurisdiction of incorporation)                I.R..S.  I D
or organization)


                507 Trenton Street, West Monroe, Louisiana 71291

                                 (318) 323-2115

Securities registered pursuant to Section 12 (b) of the Act:

                         First Mortgage Bonds $9,000,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was  required  to  file  such  report)  and  (2)  has  subject  to  such  filing
requirements for the past ninety (90) days.

                             Yes___X___ No__________

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of the Form 10-KSB ____


                  Revenues for fiscal year 2000 - $ 1,1449,806

Number of share outstanding of each of the registrant class of common shares and
preferred shares, as of December 31, 2000

Common Shares 16,588,200 par value $.10 per share:  Preferred shares 425,000 par
value $1.00 per share:

DOCUMENTS INCORPORATED BY REFERENCE
(1) Included by reference Prospectus dated June 23, 1998, I, II, III
Included by reference 10-QSB dated June 30, 1999 I, II
(3) Included by reference 10-QSB dated September 30, 1999 I, II

                       SENIOR RETIREMENT COMMUNITIES, INC.

                                   Form 10-KSB

                                      INDEX

Part     1                                                           Page

Item     1.       Business
Item     2.       Properties and method of Financing
Item     3.       Legal Proceedings
Item     4.       Submission of Matters to a Vote of Security Holders

Part     II.

Item     5.       Market for Registrant's  Bonds
Item     6.       Management's Discussion and Analysis of Results of Operations
Item     7.       Financial Statements and Supplementary Data
Item     8.       Changes in and Disagreements with Accountants

Part     III.

Item      9.      Directors and Executive Officers of the Registrant
Item     10.      Executive Compensation
Item     11.      Security Ownership of Certain Beneficial Owners and Management
Item     12.      Certain Relationships and Related Transactions

Part     IV.

Item     13.      Exhibits, Financial Statement Schedules Reports on Form 8-K





















Part I

Item     1.       Business



                                    OVERVIEW

General Senior Retirement  Communities,  Inc. (the Company or SRC) was organized
as a Corporation under the laws of the State of Louisiana on September 10, 1997.
The Corporate charter has been amended one time on November 6, 1997. The Company
is in the business of  developing  and owning  housing for seniors.  SRC primary
interests are in the  Development of Assisted  Living  Facilities  (ALFs).  ALFs
contain one or more  facilities  for seniors who are  independent,  require some
assistance or suffer from Dementia. Dementia units are primarily for the support
of individuals suffering from Alzheimers and related disorders.

Independent  Living  Independent  Living facilities are anticipated to make up a
small amount of the Companys  business.  It is  anticipated  as the  Independent
Living group of seniors age,  they will  convert to Assisted  Living  within the
community  thereby reducing their impact upon the  communities.  The Company has
maintained  excess land in each of the  communities in order to meet the demands
of seniors, no matter which direction senior care evolves.

Assisted  Living  Assisted  Living  will  make up the  largest  impact  upon the
Companys  success.  Assisted  Living  continues to evolve with State and Federal
interest in this form of Senior Care. It is anticipated that political  pressure
will continue to grow,  because of the impact that Assisted  Living is having on
other forms of senior care.  In Louisiana the Nursing Home  industry,  which has
strong political  support in the Louisiana  Legislature,  has introduced a bill,
which  would  have a negative  impact  upon the  industry.  SRC along with other
Assisted  Living  Communities  are  aware of the  proposed  legislation.  It the
Companys intent to resist these efforts.

Dementia  Independent  Dementia  facilities  are  fairly new in  Louisiana.  The
Company has built the first  independent  Dementia  facility in Bossier City and
Shreveport,  Louisiana.  It used as a model the Terrace  located in West Monroe,
Louisiana which was built by an affiliate of the Company. It is anticipated that
Dementia facilities will have a growing impact on the company success.  The same
political pressures discussed above will also impact dementia.

Employees  The Company has sixty two full time and four part time  employees  in
three locations in north Louisiana. It is anticipated as occupancy increases the
number of employees will increase.

Source of  Business  The  Companys  business  is  designed  to  provide  secure,
comfortable,  and healthy living environment for seniors with disposal income of
approximately  $25,000  and up,  between the age of 72 and up and in the case of
Independent Living and Dementia younger.

Method of Operation  The Companys ALFs are managed by The Forsythe  Group,  Inc.
(Forsythe)  which  is owned  by  Joanne  M.  Caldwell-Bayles,  President  of the
Company.  The ALF  management  staff consists of five  individuals  includes MS.
Bayles. Two members of the staff have Masters degrees in Gerontology.  They have
over 20 years of experience in Hospitals,  Nursing  Homes,  and Assisted  Living
industry.  They have direct management  responsibility for each Administrator of
each ALF.

Prior to the formation of the Company, Forsythe closely kept close relation with
the  Department  of  Social  Services  of the State of  Louisiana,  which is the
authority  responsible for regulating ALFs in Louisiana.  In 1996 Social Service
began  developing new Minimum  Standards for ALFs.  When a decision was made for
the Company and develop ALFs the  Forsythe  staff  recommended  that the Company
adopt the proposed new minimum standards for all of its project. As a result the
design  staff of Forsythe  designed  all of the ALFs which the Company owns meet
the new stricter requirements. The Company also adopted the new standards for of
its personnel. The new Adult Residential Care Minimum Standards were adopted and
became  effective  on March 31, 1999.  As a result the Company is in  compliance
with the new stricter requirement including buildings,  staffing,  and education
requirements a well.

The Forsythe ALF  management  staff has central  purchasing,  payroll,  accounts
payable,  menu  planning  and  programming.  All  menus  are  planned  with  the
assistance with a registered dietitian.

Administrators  are  required  to  meet  the  standards  set  forth  in the  new
regulations.  Employees are required to submit to drug testing before employment
as well as  during  employment.  All  employees  are  required  to  submit  to a
background check by the State Police before employment.

Competition  ALFs are under ever  growing  competition  for the senior  market.
Competition  is coming  from  additional  ALFs  being  built in each  market and
Nursing home upgrading and expansion.  In Addition  government  regulation  will
continue to increase.  The one area in which competition remains at a reasonable
pace is in the area of independent Dementia units. While many ALFs are including
Dementia  units it has not grown in the Companys  markets as much as traditional
ALFs.

In the  fourth  quarter of 1998 an  Assisted  Living  facility  without a formal
Dementia  facility was  announced in Ruston,  Louisiana.  While smaller than the
Arbor of  Ruston  it is and will be a factor  in the  market.  It will take some
business,  which would have move into the Arbor.  As a result the rent up period
will be longer than  anticipated.  As part of the Company  planning  some of the
Assisted Living units and all of the Independent  Living units were converted to
Dementia.  Special dinning and activity designed for Dementia areas will also be
added.  The Company  believes  that by moving  quickly the new  facilities  will
regain any lost business and income because of the new Assisted Living facility.

In the fourth Quarter of 1998 an Assisted Living Facility was started in Bossier
City, the new facility  opened in the spring of 1999.  The Company  believes the
market in Bossier City will be able to support both  facilities.  Additional new
facilities  would  increase  competition  and may have  negative  impact  on the
Companys ALF.

Property  Environmental  1The  Companys  ALF;s  are all in  compliance  with all
environmental   laws.   Prior  to  building  each  site  was  inspected  and  an
environmental  engineer  studied pass history.  Each site was not subject to any
environmental problems.

Item     2.       Properties and Methods of Financing

As of  December  31,  2000 the  Company  had three ALFs open for  business.  The
Ruston,  Louisiana ALF Assisted Living Units  (assisted and  Independent  living
units)  opened for business in October  1998.  The Company has  converted  eight
independent living units and adding additional facilities which are operating as
a  15-unit  Dementia  (Terrace)  facility,   along  with  activity  and  dinning
facilities. The Ruston ALF contains 36 Assisted/Independent and 15 Terrace units
as  result of  increase  demand  for  Alzheimers  facilities  in the area and an
increase in competition in Assisted Living  facilities.  As of December 31, 2000
The  Assisted/Independent  units  were  70%  occupied  and the  Terrace  was 40%
occupied.

The Bossier  City  facility has The Arbor of Bossier  consisting  of 36 assisted
living  facility and The Terrace of Bossier  24-unit  Dementia  facility.  As of
December  31, 2000 the  assisted  living units  facility  was 53%  occupied.  On
December  31,  2000  the  Terrace  had  occupancy  of  29%.  Competition  in the
Shreveport-Bossier  market  is fierce  because  of over  building.  The Arbor is
competing well, while the Terrace is slow in reaching its target  occupancy.  We
anticipate  our  strong  marketing   efforts  will  be  successful  in  reaching
stabilized occupancy with the two year target ending March 2001.

The final facility is The Terrace of Shreveport located in Shreveport, Louisiana
consisting of a 24 unit Dementia  facility.  The Shreveport  facility opened for
business on January 22, 1999.  The occupancy of the Terrace on December 31, 2000
was 79%.

The  construction of the facilities  were financed  through the sale of Co-First
Mortgage  bonds  as set  forth  in the  prospectus  dated  June  23,  1998  with
construction  loans  provided by Church Loans and Investment  Trust.  All of the
Construction loans have been paid in full.

We also own  approximately  26 acres  of land  located  in  Ruston  (20  acres),
Shreveport (2 acres), and Minden (4 acres), Louisiana for future construction.

We have  continued to finance the expansion and  development by a combination of
private  placement of Common stock,  and  Preferred  stock as well as the public
offering  of  First  Mortgage  Bonds.  In  March  1999  the  company   purchased
approximately  6 acres  of land for  $525,000  paying  $100,000  in cash and the
issuing 425,000 shares of $1.00 par value Preferred  stock.  The property is the
location of the Bossier City, Louisiana facility.  The Preferred stock is paying
dividends at a rate of 4% for the first two years,  6% for the second two years,
and 8% for the final two years. The Preferred stock shall be redeemed in full at
the end of the fifth year for the total sum including accrued  dividends.  It is
recallable at anytime at the option of the company.

The holders of the Preferred  stock shall also have the right to purchase common
stock at a 20% discount if and when the company issues  additional  common stock
in the form of a public  offering  if done so within 8 years of date  issued for
preferred stock.

Item     3.       Legal Proceedings

The Company is not involved in any material legal proceedings at this time

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

No matter were submitted to a vote of security holders during the fourth quarter
of fiscal 1999.

Part     II.

Item     5.       Market for Registrant's Bonds

The Bonds were offered by MMR Investment  Bankers,  Inc. (the  Underwriter) on a
best efforts  basis as agent for the Company.  The Bonds are offered  subject to
prior sale.  The Offering of the Bonds (the  Offering)  will continue  until the
sale of all Bonds or for a period  of one year  from the date of the  Prospectus
(June 23, 1998).  As of December 31, 1999  $8,992,000 of the issue of $9,000,000
had been sold.  The  Underwriter  does not intend to make a market in the Bonds.
There is no quoted  market for the Bonds and there is no assurance a market will
develop.

Item     6.       Management's Discussion and Analysis of Results of Operations

The  Companys  first ALF opened for  business  on  October  16,  1999 in Ruston,
Louisiana.  The  Shreveport  and  Bossier  City  facilities  opened in the first
quarter of 1999 at which point all of the  facilities  were open and  operating.
The operating loss for the year ending December 31, 2000 was $ 1,301,898.

This commentary should be read in conjunction with the following documents for a
full understanding of Senior Retirement  Communities,  Inc. financial  condition
and the status of the Company  which  reflect  start up  operations;  the entire
Prospectus  dated June 23, 1998;  10QSB for the period ending June 30, 1999; and
September 30, 1999 and the unaudited financial statement presented therein along
with all of the footnotes thereto.

Major changes in Financial  Conditions  The major change in financial  condition
between December 31, 1999 and December 31, 2000 were as follows:  Current assets
consisted  primarily of cash in the amount of $ 68,635.  Cash is  restricted  as
follows: $9,637 is restricted for future bond payments.  Reader is encouraged to
read page 13 of the Prospectus.  Property,  Plant, and Equipment  decreased from
$9,602,869 as of December  31,1999 to $9,499,784 as of December 31, 2000.  Total
current liabilities  decreased from $602,269 as of December 31, 1999 to $ 51,338
as of December  31,  2000.  Long-term  debt  increased  from $  8,100,550  as of
December 31, 1999 to $ 8,984,734 as of December  31,  2000,  which  consisted of
bond  payables.  Liabilities  due  stockholders  and  affiliates  increased from
$872,075 as of December 31, 1999 to $1,113,989  as of December 31, ,2000.  Total
Stockholders  Equity  decreased  from $  651,621  as of  December  31,  1999  to
($650,277) as of December 31, 2000.  The decrease is the primarily the result of
the net operating loss of $ 1,301,898.

Liquidity and Financial  Position In the past, the Company received  significant
operating funds from its affiliate,  The Forsythe Group, Inc.  Continued funding
from The Forsythe  Group is no longer  available  to the Company.  The lack of a
ready source of funding has placed the Companys  future  success in doubt.  As a
result, the Company (along with other related companies,  the Issuers) requested
a deferment  of interest and  principal  payments on its bonds.  Colonial  Trust
Company (Colonial), acting as the Indenture Trustee, Paying Agent, and Registrar
in regard to the bonds offered by the Issuers, submitted the Issuers proposal to
the bondholders.  On March 27, 2001, the bondholders of the Issuers approved the
deferment, allowing the Company to continue to operate without interruption.

Forward- Looking Statements: Statements that are not historical facts, including
statements  about (I) operating  profits or losses as those discussed in results
of  operations;  (II) Impact of political  decisions and new laws from the State
and Federal  Government.  The Company  wishes to caution the reader that factors
below,  along with the  factors  set forth in the  Company;s  June 30, 1999 form
10QSB,  September  30,  1999  form 10 QSB,  and the  prospectus  along  with the
Companys other  documents filed with the SEC, have affected and could affect the
Companys actual results  causing results to differ  materially from those in any
forward-  looking  statement.  These  factors  include:  the  acceptance  of the
Assisted  Living  Concept by each of the  communities in which they are located,
increased  competition in each of the communities,  economic outlook whether the
economy improves or slips into recession,  technological changes in dealing with
seniors, change in government regulation,  the success of strategic decisions to
improve financial  performance,  the ability of the Company to contain cost, and
the continued increase in the market acceptance of ALFs.

Item     7.       Financial Statements and Supplementary Data

The  financial  statements  for the Company  and  independent  auditors'  report
incorporated herein by reference and is filed herewith as Exhibit "A"

Item     8.       Changes in and Disagreements with Accountants
None


Part     III.

Item      9.      Directors and Executive Officers of the Registrant

OFFICERS, DIRECTORS AND MANAGEMENT OF THE COMPANY.

The members of the Board of  Directors  of the Company are elected  annually and
hold  office  until their  successors  are elected  and  qualify.  The  Companys
officers are chosen to serve at the pleasure of the Stockholders. The management
of the Company has a combined  total of over 75 years of  experience in finance,
construction, property development, and property management.

The  Facilities  management  staff  consists of five  individuals  including the
President.  Two members of the staff have Masters degrees in  Gerontology.  They
have over 20 years of  experience  in  Hospitals,  Nursing  Homes,  and Assisted
Living  facilities.   They  have  direct  management   responsibility  for  each
Administrator of each ALF.

The Company owns three  facilities  in Ruston,  Bossier  City,  and  Shreveport,
Louisiana,  which are  managed by The  Forsythe  Group,  Inc.  Other  facilities
managed by Forsythe  which are  affiliates  of the Company are  Assisted  Living
Centers,  Independent  Living  Centers,  and  Dementia  Centers in West  Monroe,
Bastrop,  Farmerville  and Minden  Louisiana.  The Company  affiliates has under
construction a facility in Natchitoches, Louisiana.

Forsythe and the individual  owners of the each facility maintain close relation
with the Department of Social  Services of the State of Louisiana,  which is the
authority  responsible for regulating Assisted Living in Louisiana.  New minimum
standards  were adopted and became  effective on March 31, 1999. As a result the
Company is in the process of discussing the new standards  with Social  Services
in order  to  comply  with the new  stricter  requirement  including  buildings,
staffing,  and education  requirements.  As in most cases when government adopts
new operating  standards for industry  conflicts will occur. The Assisted Living
industry is working to resolve any problems that occur.

The Company  management  staff has central  purchasing,  payroll,  and  accounts
payable,  menu  planning  and  programming.  All  menus  are  planned  with  the
assistance with a registered dietitian.

Administrators  are  required  to  meet  the  standards  set  forth  in the  new
regulations.  Employees are required to submit to drug testing before employment
as well as  during  employment.  All  employees  are  required  to  submit  to a
background check by the State Police.



The  names  of the  directors  and  executive  officers  of the  Company,  there
respective ages and their positions and office with the Company are as follows:

Name                      Age       Positions and Offices Held

Joanne M. Caldwell-Bayles  41       Chairperson of the Board,
                                    Chief Executive Officer, President and
                                    Director

Suzette L. Brewster        53       Vice-President, Director
                                    Facility-Design

Sherry Kenney              43       Vice President, Director.
                                    Director of Operations

Raymond L. Nelson          64       Vice-President - Director

Jean Gaffney-Nelson        62       Assistant Secretary - Director

Charles H. Pritchard       45       Chief Financial Officer

Joanne M.  Caldwell-Bayles,  41 years  old.  In 1996  Joanne M.  Caldwell-Bayles
formed The Forsythe Group an  unincorporated  holding company  specialize in the
purchase  and  collection  of FDIC notes  from  failed  financial  institutions.
Forsythe  purchased  over  $10,000,000  in face  value of  notes at a  discount.
Forsythe was  successful in  collecting an amount to produce  profits from their
efforts.  Some of the notes were secured as a result Holdings obtained property,
which was sold or  financed  at a  profit.  In 1996  Joanne  M.  Caldwell-Bayles
incorporated  The  Forsythe  Group.  Inc. She has been the  President  and Chief
Executive Officer of the Company since it inception.  Mrs.  Caldwell-Bayles  has
senior executive  experience in the development and operation of assisted living
and memory  disorder  facilities  beginning in 1996. Mrs. Bayles also has senior
executive experience in hotel management,  personnel, finance and commercial and
residential development.

In  addition to her duties with the company she is serving a member of the Board
of Director of the Louisiana Assisted Living Association

Suzette L. Brewster, 53 years old has been with the Company and its predecessors
since   September  1994.  Ms.  Brewster  was  trained  in  interior  design  and
landscaping.  She has been involved in the design of all of the facilities which
the  Company  manages.  Her  main  challenge  is  interior  design  as  well  as
landscaping of each of the  facilities.  She is also in charge of purchasing all
furniture,  fixtures and  equipment for each  facility.  Ms.  Brewster  attended
Louisiana Tech University, Ruston, Louisiana.

Sherry Kenny, 43 years old. She served as the  Administrator of The Oaks Nursing
Home in  Monroe,  Louisiana  from  1988 - 1994  responsible  for  the  strategic
planning,  marketing  and  maintenance  of  all  plans/records  relating  to the
facility.  In 1995 she became the Manager of the Azalea Estates  Assisted Living
Facility, Monroe, Louisiana. Ms. Kenny also conducted a night class at Northeast
Louisiana  University,  Monroe,  Louisiana  teaching  "Perspectives on Aging" to
occupational therapy, gerontology, and social work students. In 1997, she joined
SENIOR  RETIREMENT  COMMUNITIES,   INC.,  as  director  of  operations.  She  is
responsible for strategic planning, marketing, maintenance of all plans, records
for the company as it relates to the  facilities  being  managed by the Company.
Ms. Kenny also  maintains  and keep track of all state  guidelines in accordance
with the  Department  of Social  Services.  In May 1999,  she was elected to the
Board of Directors and appointed  Vice-President of the Company. Ms. Kenny has a
Bachelor of Business Administration, Major in Accounting and Master of Arts. She
also has a Masters degree in Gerontology  from Northeast  Louisiana  University,
Monroe, Louisiana.

Raymond L. Nelson Director-Vice-President, 64 years old. Mr. Nelson attended the
University of Houston.  He is the President and CEO of Town & Country  Insurance
Agency,   Inc.  He  manages   forty   employees   in  three   locations  in  the
Houston-Galveston,  Texas metropolitan area. Mr. Nelson is the past President of
the Houston  Council of the Navy League of the United  States and is currently a
national director.  He is a past director of the Independent Insurance Agency of
Houston, Texas.

Jean  Gaffney  Nelson,  62 years old,  Mrs..  Nelson has 27 years in  management
experience  in  diagnostic  and  iterventional  cardiology  in a large  hospital
environment.  Mrs. Nelson was employed as the Manager of Cardiology Services and
Nuclear  Medicine  at the  Methodist  Hospital in  Houston,  Texas.  She studied
biology and took courses in computer  science,  accounting and management at the
University  of Houston in Houston,  Texas.  Mrs..  Nelson is registered in adult
echocardiography by the American Registry of Diagnostic Medical Sonographers and
is a member of the American College of Cardiovascular Administrators.

Charles Pritchard, 45 year old graduated from Northeast Louisiana University May
1977 with a degree in accounting.  In 1980 completed the  requirements as a CPA.
He worked for two local  firms from 1977 to 1986.  In 1986,  he  established  an
independent  accounting  practice.  He has clients in the fields of health care,
manufacturing,  construction,  retail, auto, leasing, and service industry.  For
the past  three  years he has  served as the  accountant  for  Forsythe  and all
Affiliates,  including relations with the SEC and State regulatory agencies.  In
May 1999 he joined the Company as Chief Financial Officer and Director.

The members of the Board of  Directors  of The Company are elected  annually and
hold office  until their  successor  are elected  and  qualified.  The  Companys
officers  are chosen to serve at the  pleasure  of the Board of  Directors.  The
management of The Company has a combined total of over 75 years of experience in
finance, construction, property development, and property management.

Item     10.      Executive Compensation

Joanne M. Caldwell-Bayles  $60,000 per year The company pays no other Executive,
officer or director  Director and officers are employed and paid by The Forsythe
Group, Inc. , the management company for the Company's properties.


Item     11.      Security Ownership of Certain Beneficial Owners and Management
                                                        Percent of
Name & Address of Beneficial Owner     Title of Class   Class Owned

Joanne M. Caldwell Bayles               Common Stock    16.7%
507 Trenton Street
West Monroe, LA 71291

Raymond and Jean Nelson                 Common Stock     9.0%
1075 Katy Freeway, Suite 150
Houston, TX 77024

The Forsythe Group, Inc. (1)            Common Stock    55.4%
507 Trenton Street
West Monroe, LA 71291

The Arbor Group, L.L.C. (2)             Common Stock    18.9%
507 Trenton Street
West Monroe, LA 71291

Note 1: Joanne M. Caldwell-Bayles owns 100% of the capital stock of the Forsythe
Group, Inc. Note 2: Joanne M. Caldwell-Bayles owns 50%, Raymond and Jean Nelson
own 40% and The Forsythe Group, Inc. owns 10% of the capital stock of The Arbor
Group, L.L.C.

The  executive  officers  and  directors  of the  Company  as a  group  are  the
beneficial owners of 100% of the common stock of the Company.

Item     12.      Certain Relationships and Related Transactions

See Prospectus dated June 23, 1998, included herein by reference.

Part     IV.

Item     13.    Exhibits, Financial Statement schedules and Reports on Form 8-K

Exhibits, Financial Statement Schedules

Exhibit -  "A", Financial Statement and Schedules
Exhibit -- "B", Cover letter to be sent to the Common Stockholders, Preferred
Stockholders and Bondholder, along with the 10-KSB for the year ending December
31, 1999.

Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of 1999

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of West
Monroe, State of Louisiana, on March 24, 2000.

                       Senior Retirement Communities, Inc.




                          By: Joanne M. Caldwell-Bayles
                        President, Finance and Treasurer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on March 30, 2001.

Signature                                            Title

/s/ Joanne M. Caldwell-Bayles
Joanne M. Caldwell-Bayles               Chairperson of the Board,
                                        Chief Executive Officer, President,
                                        Finance and Treasurer - Director


/s/Raymond L. Nelson
Raymond L. Nelson                       Vice-President, Director


/s/Jean Gaffney Nelson
Jean Gaffney Nelson                     Assistant Secretary, Director

/s/ Sherry Kenney
Sherry Kenney                           Vice President, Secretary
                                        Director of Operations
                                        Director

/s/Charles H. Pritchard
Charles H. Pritchard                    Chief Financial Officer - Director

/s/Suzette L. Brewster                  Vice President, Facility - Design
Suzette L. Brewster                     Director






                       SENIOR RETIREMENT COMMUNITIES, INC.

                               FINANCIAL STATEMENT

                                DECEMBER 31, 2000







                       Senior Retirement Communities, Inc.
                               Financial Statement
                                December 31, 2000





                                Table of Contents


                                                   Page
FINANCIAL STATEMENTS:
         Report                                     1
         Balance Sheet                              2
         Statement of Income                        4
         Statement of Retained Earnings             6
         Statement of Cash Flows                    7
         Notes to Financial Statements              9



















                                WILLIAM R. HULSEY
                           CERTIFIED PUBLIC ACCOUNTANT
                              2117 FORSYTHE AVENUE
                                MONROE, LOUISIANA
MEMBER                                                  MAILING ADDRESS
AMERICAN INSTITUTE OF                                   P.O. BOX 2253
CERTIFIED PUBLIC  ACCOUNTANTS                           MONROE, LOUISIANA 71207
                                                        (318) 362-9900
                                                        FAX (318) 362-9993


Senior Retirement Communities, Inc.
507 Trenton Street
West Monroe, Louisiana

I have audited the accompanying balance sheets of Senior Retirement Communities,
Inc. as of December  31,  2000 and 1999 and the  related  statements  of income,
retained  earnings  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Companys   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  As  discussed  in the note 6, the
Company has  suffered  recurring  losses from  operations  and has a net capital
deficiency  that  raises  substantial  doubt  about its ability to continue as a
going concern.  Managements  plans in regard to these matters are also described
in Note 5. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


March 30, 2000

/s/William R. Hulsey
William R. Hulsey
Certified Public Accountant






-------------------------------------------------------------------------------
    Senior Retirement
    Communities, Inc.                                            - 2 -

    Balance Sheet

    December 31, 2000

                                                 __________December 31_________
                                               ____2000____        ____1999____

    ASSETS


    Current assets:

       Cash                                  $        58,667        $     1,589
       Escrow cash                                     9,637            618,260
       Sinking fund cash                                 331              3,797
       Prepaid Insurance                               3,766                  0
       Total current assets                           72,401            623,646

    Property, plant and
    equipment
       Buildings                                    8,115,371         8,088,299
       Furniture and fixtures                         231,122           212,964
       Land                                         1,508,820         1,508,820
                                                    9,855,313         9,810,083
       Less:  Accumulated
    depreciation                                      427,930           207,214
       Net property and
    equipment                                       9,427,383         9,602,869

                                      $             9,499,784   $    10,226,515


  See accompanying
    notes.


    Senior Retirement
    Communities, Inc.                                                    - 3 -

    Balance Sheet

    December 31, 2000
                                                __________December 31 _________

                                                ____2000____       ____1999____
    LIABILITIES AND
    STOCKHOLDERS'
    EQUITY
       Cash
    Current liabilities:
       Accounts Payable             $                  51,338     $      47,269
       Current maturities of
    Bonds                                                   0           555,000
                                                       51,338           602,269

    Long-term debt:
                             Bonds payable          8,984,734         8,100,550

    Other liabilities:
                             Due to
                             stockholders
                             and affiliates         1,113,989           872,075

    Stockholders' Equity
    Common stock, No par
    value, 90,000,000
       shares authorized,
    16,588,200 shares
    issued
       and outstanding                              1,658,820         1,658,820
    Preferred stock, $ 1 par
    value, 20,000,000
       shares authorized,
    425,000 shares issued                             425,000           425,000
       and outstanding
    Retained earnings
    (-deficit)                                     (2,734,097)       (1,432,199)




    Total stockholders'
    equity                                           (650,277)          651,621

                                       $             9,499,784   $   10,226,515


    See accompanying
    notes.


    Senior Retirement
    Communities, Inc.                                                     - 4 -

    Statements of Income

    For the years ended
    December 31,
                                         ____2000____              ____1999____


    Revenues                  $             1,449,806   $             714,729

    Expenses
    Accounting                                 48,000                  50,822
    Activities                                  5,296                   3,776
    Advertising                                23,094                  44,517
    Automobile                                    233                   4,024
    Bank Charges                                  541                     617
    Carpet Cleaning                               246                     856
    Casual labor                                  956                   1,376
    Consulting                                  5,500                  26,600
    Decorations                                 2,567                   2,268
    Depreciation                              226,708                 201,223
    Dues & subscripts.                          1,361                   1,733
    Employee Education                              0                   3,192
    Employee Incentives                         3,922                       0
    Employee Screening                          3,779                   7,531
    Employee training                               0                   1,265
    Equipment rental                            9,585                   6,936
    Food Costs                                130,642                  71,238
    Gloves                                      2,015                     815
    Housekeeping                                8,574                   5,027
    Insurance                                 112,134                  38,398
    Interest                                1,026,782                 830,095
    Kitchen supplies                            1,617                   1,142
    Laundry                                     2,814                   1,064
    Lawn Care                                  16,159                  11,485
    Licenses & permits                          2,646                   2,889
    Light Bulbs                                   537                     112
    Linens                                        285                      90
    Management Fees                            99,875                  55,781
    Miscellaneous                                 534                     249
    Office                                      5,643                     475
    Office Supplies                                 0                   5,847
    Paper Goods                                 3,571                   1,901
    Payroll Expenses                          724,646                 504,574

 Continue income
    statement.....

    See accompanying
    notes

    Senior Retirement
    Communities, Inc.                                                    - 5 -

    Statements of Income

    For the years ended
    December 31,




                                         ____2000____              ____1999____

    Pest Control              $                 3,020   $               3,017
    Pet Supplies                                  444                     694
    Postage & Delivery                          3,895                   3,386
    Printing                                    13,509                  14,166
    Professional fees                           13,528                   6,808
    Promotion                                    8,482                   8,378
    Rental Bonus                                 3,113                   4,300
    Repairs                                     12,479                  10,868
    Resident Gifts                               1,013                     494
    Taxes                                       39,534                   1,537
    Telephone                                   15,279                  14,486
    Training & Education                         1,358                   1,977
    Travel & Entertain                           6,899                   8,962
    Uniforms                                     1,856                   2,160
    Utilities                                  134,074                  89,118
    Van Expense                                 18,998                  12,674
    Waste Removal                                3,522                   2,975
    Wellness                                       439                     352
    Total Expenses                            2,753,704               2,076,274
    Net Income (Loss)            $           (1,301,898)   $         (1,359,541)
    Earnings (Loss) Per
    Share                        $                (0.08)   $              (0.08)

    See accompanying
    notes


    Senior Retirement
    Communities, Inc.                                                    - 6 -

    Statement of Retained
    Earnings
    (Deficit)Income

    For the years ended
    December 31,

                                        ____2000____              ____1999____


    Beginning retained
    earnings (deficit)        $           (1,432,199)   $            (59,908)

    Net income (loss)                     (1,301,898)               (1,359,541)

    Preferred dividends
    paid                                            0                 (12,750)

    Ending retained
    earnings (deficit)         $           (2,734,097)   $         (1,432,199)


    See accompanying
    notes.


    Senior Retirement
    Communities, Inc.                                                    - 7 -

    Statement of Cash
    Flows

    For the years ended
    December 31,

                                        ____2000____              ____1999____

    Cash flows from operating activities:
          Revenues            $               1,449,806   $            714,729

           Cash paid to
    suppliers & employees                    (2,524,693)            (1,825,028)

    Net cash provided
    (used) by operations                     (1,074,887)            (1,110,299)

    Cash flows from
    investing activities
           Purchase of equipment               (24,150)               (137,862)
           Payments towards construction       (27,072)             (1,049,066)
       Net cash provided by
    (applied to)Investing activities           (51,222)             (1,186,928)

    Cash flows from
    financing activities
           Interim construction loans                0              (1,002,535)
           Issuance of bonds                         0               2,171,053
           Accrual of interest on bonds        931,434                       0
           Payment of bonds                   (602,250)               (429,336)
           Payment of Preferred dividends            0                 (12,750)
           Loans from stockholders and
    affiliates                                 241,914                 447,858
           Issuance of stock                         0                 410,000
    Net cash provided by
    (applied to)financing activities           571,098               1,584,290

    Net increase (decrease)
    in cash                                   (555,011)               (712,937)

    Cash at the beginning
    of the period                              623,646               1,336,583

    Cash at the end of the
    period                    $                 68,635   $             623,646


    See accompanying
    notes


    Senior Retirement
    Communities, Inc.                                                    - 8 -

    Statement of Cash
    Flows

    For the years ended
    December 31,

                                          ____2000____              ____1999____


    Reconciliation of net income to net cash provided by operations:

    Net income (loss) from
    operations                   $           (1,301,898)   $        (1,359,541)

    Adjustments to reconcile net income to cash
           Provided by operations
           Depreciation                         226,708                 201,223
           Decrease (increase in prepaid
                expenses)                        (3,766)                  4,125
           Increase in accrued expenses           4,069                  43,894


           Net cash provided(used) by
                 Operations      $           (1,074,887)   $        (1,110,299)


    See accompanying
    notes.

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




                       Senior Retirement Communities, Inc.

                          Notes to Financial Statements


Note 1 - Summary of Significant Accounting Policies

Nature of Business The Company is a Louisiana corporation established to develop
assisted  living  Centers and  dementia  facilities  for the housing and care of
senior citizens in Ruston, Bossier City and Shreveport, Louisiana.

Basis of Accounting
The Company uses the accrual basis of accounting and will utilize a calendar
Year for all reporting purposes.

Income  Taxes The company is treated as a  corporation  for  federal  income tax
purposes.

Property,  Buildings,  Equipment,  and Depreciation  Buildings and equipment are
stated at cost and are to be depreciated by the straight-line  method over their
estimated  economic lives.  Buildings include  capitalized  construction  period
interest  which  will  be  treated  as a  component  cost  of the  building  and
depreciated over the same economic life as the building.

Estimates The  preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affects certain reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

Advertising
The Company follows the policy of charging the costs of advertising to expense
as incurred.



                    Senior Retirement Communities, Inc. -10-

                          Notes to Financial Statements



Note 1- Summary of Significant Accounting Policies- (continued)

         Deferred Charges

Deferred  charges  represents the costs  associated  with  obtaining  long- term
financing  for  the  care  facilities  of the  Company.  These  costs  are to be
amortized over the life of the bonds using the effective interest rate method.

         Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with  instructions  to Form  10-QSB  and  Article  10 of  Regulations  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In  managements  opinion,  all  adjustments   (consisting  of  normal  recurring
adjustments)  considered  necessary  for a fair  presentation  of the  unaudited
interim financial  statements have been included.  Operating results for interim
periods  reflected  are not  necessarily  indicative  of the results that may be
expected for a full fiscal year.  These financial  statements  should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Companys Form 10-KSB.

Certain  reclassifications  have been made to  previously  reported  amounts  to
conform with the current presentation.

Note 2- Related Party Transactions

Due to stockholders  and affiliates  consist of amounts advanced by stockholders
and other related  entities.  This amount accrues interest at the current market
rate.

                    Senior Retirement Communities, Inc.                   -11-

                          Notes to Financial Statements

Note 3 - Preferred Stock

The  Preferred  Stock issued  accrues  dividends at the rate of four percent per
year for each of the first two years, then six percent per year for the next two
years  then at eight  percent  per year for the final two years.  The  Preferred
Stock is callable at the Companys option and shall be redeemed at the end of the
sixth year, if still outstanding.  The preferred  shareholders have an option to
purchase  common  stock at a twenty  percent  discount at any time within  eight
years of the  Preferred  stock issue  dates,  if the Company  issues  additional
common stock through a public offering.

Note 4 - Bonds Payable

On June 23, 1998, the Company's issue of $ 9,000,000 of bonds became  effective.
These bonds are to become the permanent  financing for the projects reflected in
this financial statement.  As of December 31, 2000, the status of these bonds is
as follows: Principal Amount Amount Location Authorized Outstanding

                  Ruston             $ 3,685,000      $ 3,291,750
                  Bossier City         3,470,000        3,023,750
                  Shreveport           1,845,000        1,834,500

                  Totals             $ 9,000,000      $ 8,150,000


These bonds have varying interest rates from 7.5 percent per annum to 11 percent
per  annum.  The  maturity  of these  bonds is from one to twenty  years.  Bonds
payable on the balance sheet reflects the accrued  interest due and is reflected
net after the deferred charges incurred is issuing and selling the bonds.

During 1999, the Company  incurred $ 1,026,782 of interest  expense all of which
has been charged to operations.

                    Senior Retirement Communities, Inc.               -12-

                          Notes to Financial Statements

Note 5 - Going concern and subsequent events

As a result of continuing  operating losses as a result of not achieving desired
occupancy levels, the Company filed a request on February 27, 2001 with Colonial
Trust Company,  who acts as agent for the  bondholders,  a request to extend all
principal and interest for four years.  This request includes amounts which were
already past due and amounts which would have become due by February 1, 2002. In
accordance  with  the  trust  indenture,   the  request  was  submitted  to  the
bondholders  for a vote on the  proposed  extension.  The  votes  were due to be
returned by march 27, 2001.  As of March 27, 2001,  bondholders  representing  $
122,250  of bonds out of the total of $  8,150,000  bonds  outstanding  voted to
reject the plan.  As a result of this vote,  the  request  to  postpone  certain
payments for a period of four years was  approved.  This proposal is intended to
provide the Company additional time to achieve full occupancy which should allow
for the future  payments to be paid as they become due.  Should the Company fail
to increase its occupancy levels, additional measures would become necessary for
the Company to remain a going concern.




                       Senior Retirement Communities, Inc.
                               507 Trenton Street
                          West Monroe, Louisiana 71291

318 323-2115                                                  fax 318 323-6281


March 30, 2001

To our Stockholders and Bondholders


Our top priority in fiscal 1999 was to complete  construction  on three assisted
living centers in Ruston, Bossier City and Shreveport, Louisiana. I am please to
report that all three facilities were completed by March 10, 1999. The challenge
of operating  these  facilities  in a successful  manner is now our future.  The
Company and I accept this challenge.

Management  is providing you the entire 10-KSB  (including  exhibits),  as filed
with Securities and Exchange Commission for your review. After careful review of
the 10- KSB, you may call or write if you have any questions.

Thank you for your trust and faith in us.



Sincerely,



Joanne M. Caldwell-Bayles
President



                               SUMMATION OF 10KSB


THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENT OF SENIOR RETIREMENT  COMMUNITIES,  INC. AUDITED FINANICIAL
STATEMENT  DATED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.


ASSETS

                                        DECEMBER 31,             DECEMBER 31,
                                         2000                            1999

TOTAL CURRENT ASSETS             $            72,401              $   623,646

LAND , PROPERTY, PLANT,
     EQUIPMENT                             9,427,383                9,602,869

TOTAL ASSETS                     $         9,499,784            $  10,226,515


LIABILITY & STOCKHOLDERS EQUITY

CURRENT LIABILITIES                $          51,338            $      602,269

OTHER LIABILITIES                         10,098,723                 8,972,625

STOCKHOLDERS EQUITY                         (650,277)                  651,621

TOTAL LIABILITIES &
STOCKHOLDERS EQUITY                   $    9,499,784              $ 10,226,515


INFORMATION  SET FORTH IN THIS SCHEDULE DOES NOT CONTAIN ALL OF THE  INFORMATION
NECESSARY AND SHOULD BE READ IN CONJUNCTION WITH THE COMPLETE AUDITED  FINANCIAL
STATEMENT DATED DECEMBER 31, 2000 INCLUDING FOOTNOTES.