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, 1999

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

                For the Transition Period From ___ to ___

                     Commission file number 333-723799

                 The Biltmore Group of Louisiana, L.L.C.
Lousiana                                                         72-1423893
(State or other jurisdiction of incorporation)
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 $9,900,000

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 registrants' knowledge,  in definitive
proxy or information statements  incorporated by reference in
part III of the Form 10-KSB ____

           Revenues for fiscal year 1999 - $135,529



Number of units outstanding of each of the registrant's class
of limited  Interest 1,112,763 and $ 2,860,500 first mortgage bonds
                       December 31, 1999


                     DOCUMENTS INCORPORATED BY REFERENCE

(1) Included by reference Prospectus dated May 17, 1999, Part I and II
(2) Included by reference all documents filed with Securities Exchange
    Commission as part of the filing of the Prospectus dated May 17, 1999,
    Part I and II
(3) Included by reference 10-QSB dated June 30, 1999, Part I and II
(4) Included by reference 10-QSB dated September 30, 1999, Part I and II


                   THE BILTMORE GROUP OF LOUISIANA, L.L.C.

                               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 Registrants  Bonds
Item     6.       Selected Financial Data
Item     7.       Managements Discussion and Analysis of Results of Operations
Item     8.       Financial Statements and Supplementary Data
Item     9.       Changes in and Disagreements with Accountants

Part     III.

Item     10.      Directors and Executive Officers of the Registrant
Item     11.      Executive Compensation
Item     12.      Security Ownership of Certain Beneficial Owners and Management
Item     13.      Certain Relationships and Related Transactions

Part     IV.

Item     14.      Reports on Form 8-K


Item     15.      Exhibits, Financial Statement Schedules


Part I.

Item     1.       Business
                                  OVERVIEW

General
The Biltmore Group of Louisiana,  L.L.C.  (the Company or THE BILTMORE ) was
organized as a Limited  Liability Company under the laws of the State of
Louisiana  on July 13,  1998.  The Company is in the  business of  developing
and owning  housing  for  seniors.  THE

Facilities  (ALFs).  ALFs contain one or more facilities for
seniors who are  independent,  or require some  assistance.  As of
December 31, 1999 the Company had three Assisted  Living  Facilities
open for business, located in Minden, Farmerville, and Bastrop, Louisiana
and one Wellness Spa located in Sedona, Arizona.

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.

Wellness Spa Retreat
Wellness Spas provide rest and  rejuvenation  for the mind,  body and spirit.
The Biltmore is a refuge for rest and renewal.  We offer various workshops,
therapeutic massages,  alternative therapies,  and facials all under the
supervision of our medical director.  Also located on site are exercise
equipment,  indoor heated pool and food  services.  Our spa attracts all ages,
with emphasis  upscale on baby boomers.

Employees
Prior to the opening of the Oak Creek facility,  the Company had no
operations.Employees consisted of the Managing Member,  Joanne M.
Caldwell-Bayles  and two other  employees.  After the  opening  of the
 Minden,  Bastrop  and Farmerville  ALFs  the  Company  had 35 employees.
 When all of the facilities  are open  there  will be  approximately  40
employees.  As   occupancy  increases,  additional employees will be required.
 The number required will be determined by the increase in occupancy of each
facility.

Competition
Al0s are under ever growing competition for the senior market.  Because of
our policy of selecting smaller  communities,  which do not presently have
assisted  living  facilities,  we do not presently  have any  competition
from assisted  living in any of the cities in which we are located.  Nursing
homes in those  communities  continue to compete with our  facilities for
senior  business.  Competition will continue to increase for other types of
senior care.  Some are home health  providers,  family care,  and better
 medical care for seniors jut to name a few.


Item     2.       Properties and methods of Financing

This commentary should be read in conjunction with the following documents
for a full understanding of The Biltmore Group of Louisiana, L.L.C. financial
condition and the status of the Company, which reflects little or no operations;
the entire Prospectus dated May 17, 1998; and the audited financial statement
presented herein along with all of the footnotes thereto.

As of December 31, 1999, we had under  development and in partial  operation
one Wellness Spa located in the village Oak Creek,  Sedona Arizona,  three
assisted living facility (ALFs) open in Minden,  Farmerville,  and Bastrop
Louisiana and one ALF under construction in Natchitoches, Louisiana.
Natchitoches will be completed by March 31, 2000.

The Minden ALF  containing  twenty-six  units  opened on June 23,  1999.  As
of December 31,  1999,  the  occupancy  was 31%, two units selected with
deposits and four  prospects  considering  moving in. When we built a property
we built  adequate  public space to enable additions,  if needed.
The Forsythe design and construction  department is in the process of designing
additional units to be added to the property when needed.

The Bastrop,  Louisiana  ALF  containing  twenty-six  units opened in late
October  1999 The  occupancy  was 31% and several  prospects onsidering
moving in as of December 31. 1999.

The  Farmerville,  Louisiana ALF  containing  twenty-six  units opened in
late November 1999. As of December 31, 1999 the occupancy was 27% with several
prospects under consideration.

Natchitoches,  Louisiana ALF will open in early April 2000.  Our marketing of
the  Natchitoches  facility under  construction  indicate strong local support
in the local community.

 Sedona,  Arizona completed phase one of the  rehabilitation  and opened on
October 16, 1998. In order to maximize the income potential for the project
additional income-producing facilities should be added.
These of additions are:
o        Arrange discount golfing privileges for guest.
o        Add additional space for exercise equipment to improve the wellness
        program.
o        Become part of a national marketing network to increase exposure
        and income.
o        Expand the wellness program
o        Short term stay
o        A Wellness Spa for Enrichment of the Mind, Body and Spirit

The Company has spent  approximately  one hundred  thousand  dollars to date.
The funds were provided by present  members and equipment leases.  The County
of Yavapai,  Arizona  approved the  conversion to a Wellness Spa in early
December  1999.  The Spa is now open and operating.

The  Biltmore  Wellness  Spa of Oak Creek has become a member of The Spa Finder
Organization.  Spa  Finder is the  largest  spa travel company  in the  U.S.,
representing  more  than 200  high-profile  spa  destinations  worldwide.  Spa
Finder  will  offer a  one-stop reservation  service,  including air and
transfers.  Spa Finders highly trained consultants service both wholesale
and retail clients, matching  customers  with the right spas based upon need,
and budget.  Spa Finder books more than 13,000 spa vacations  yearly,  for a
total of more than 75,000 room nights.

The Biltmore will be prominently  shown in the Spa Finder  Magazine,  which
has a circulation  of the directory  issue of 150,000 to be distributed in
April 2000.  The Biltmore will be marketed in New York on Spa Finder radio,
and will be broadcast on Spa Finder-TV into 24 million  homes over the Foxs
The Health  Network in 2000.  and on their  website at  www.spafinder.com  and
the Company  website at www.biltmoresedona-spa.com.

The construction of the facilities were being financed through the sale of
Co-First Mortgage bonds as set forth in the prospectus dated May 17, 1999 and
construction loans provided by Church Loans and Investments Trust of Amarillo
Texas and First Republic Bank of Monroe, Louisiana.  The total amount of bonds
to be sold was anticipated to be $9,900,000. Sale of bonds began in June 1999.
The bonds were offered for sale by MMR Investment Bankers, Inc. on a best
\efforts basis.  In December 1999 it became evident that the sale of $9,900,000
within the time period required in the prospectus could not be accomplished. In
fact at the end of December 1999 only  $ 2,860,500 in sale of bonds had
occurred.  Therefore the sale of  Series II bonds Oak Creek project, Series IV
bonds Farmerville project , and Series V bonds Natchitoches project were
terminated effective December 31, 1999.  The total bonds terminated and not
sold were $ 6,300,000.

We were able to obtain part of funds needed to complete the facilities for
Series II, IV, and V from contributions by members and alternate financing to
cover the cost of completion of each of the facilities.  We believe that an
additional $700,000 will be needed to complete Natchitoches and provide the
necessary funds to operate all of our facilities until stabilized occupancy is
achieved. We have estimated that the failure of the bonds to sell as
anticipated will result in additional cost in excess of $800,000.  The
additional cost is the result of delays in construction caused by reduction of
funds for construction, lost revenues, additional interest expense, additional
points and fees caused by re-arranging financing, legal, and other related cost.

We believe the failure of the bonds sale occurred because of several factors.
The major factors were; (1) Increase in interest rates (2) Loss of confidence
of the  public in public offerings of business in the healthcare field and
related industries.

We will not expand the Company  anytime in the near future until we have
stabilized  operations or sale of some of the facilities.  We are also
considering the sale of one or more of the facilities in the first six months
of 2000.

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 matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1999.

Part     II.

Item     5.       Market for Registrants Bonds

The Bonds were offered by MMR Investment Bankers, Inc. (the Underwriter) on
a best efforts basis as agent for the Company.  The Bonds were offered subject
to prior sale.  The Offering of the Bonds (the Offering) was terminated as
of December 31, 1999. The Underwriter does not  make a market in the Bonds.
There is no quoted market for the Bonds and there is no assurance a market will
develop.   We are in discussions with several brokerage firms concerning the
possible providing a secondary market for our bonds. There are no assurances
that we will be successful in our efforts.

Item     6.       Selected Financial Data

                                          1999                   1998
Revenue                             $    135,529           $     16,081

Net Income (loss)                       (685,119)               (24,117)

Current Assets                           248,220                 26,236

Property and Equipment                 9,296,743              3,817,725

Other Assets                               2,324                110,000

Current Liabilities                    3,788,224                691,290

Long-term debt                         4,799,883              2,174,025

Other Liabilities                        555,653                      0

Stockholders Equity                      403,527               1,088,646


Item     7.       Managements Discussion and Analysis of Results of Operations

Change in Employees

Prior to the  opening of the Oak Creek  facility,  the Company had no
operations.  Employees  consisted  of the  President, Joanne M.Caldwell-Bayles.
As of December 31,  1999,  we have  thirty-five  employees,  which  include
operating  and  management  personal for Sedona,  Bastrop,  Farmerville,
Minden and  Natchitoches.  Given the low unemployment in the property areas in
Louisiana we are please with a large number of  applications  for employment
in all Louisiana  markets.  The number  application  for employment in the
Sedona, Arizona area is limited and will have a possible negative impact on
operations.

Results of operations:

The Companys first facility opened for business on October 16, 1998 in Sedona,
Arizona, which has been converted to wellness spa.  All of the Louisiana
facilities continue to operate as assisted living facilities. The Minden
facility opened for business in June 1999. Bastrop opened in November 1999 and
Farmerville opened for business in December 1999. The operating loss for 1999
for all properties was $685,119, which includes start-up costs of approximately
$112,000.00 for the Louisiana facilities.  There have insufficient rentals to
 form an opinion of future success with any certainty.

Major changes in Financial Conditions

The major changes in financial condition between December 31, 1998 and December
31, 1999 are as follows: Current assets consisted primarily of cash in the
amount of $ 248,220.  Cash is restricted as follows: $89,419 to fund bond
reserve accounts and the balance of $ 141,521 is restricted to pay Operating
Fund Payments. Property and equipment increased from $3,817,725 as of
December 31,1998 to $ 9,296,743 as of December 31, 1999.  The increase is the
result of completion of building projects and acquisition of equipment for the
five locations.  Total current liabilities increased from $691,290 as of
December 31, 1998 to $ 3,788,224 as of December  31, 1999 consisting primarily
due to borrowings on   interim construction loans.  Long term debt increased
from $2,174,025 as of December 31, 1998 to $ 4,799,883 as of December 31, 1999
which consisted of bond payables.  Liabilities due stockholders and affiliates
increased from $0 as of December 31, 1998 to $555,653 as of December 31, 1999.

$403,527 as of December  31, 1999 due to the operating loss sustained for the
year.

Liquidity and Financial Position

The Company receives significant operating funds from its affiliate The
Forsythe Group, Inc., through short-term loans.  The ability of The Forsythe
Group to continue to make available loans is necessary for the continuing
success of the company.  If future conditions would create problems in
 Forsythes ability to advance funds to the Company, the Companys future
success would be in doubt.



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 Companys  June 30, 1999,
September  30, 1999 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     8.       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     9.       Changes in and Disagreements with Accountants

None

Part     III.

Item     10.      Directors and Executive Officers of the Registrant

The executive officers of The Biltmore Group of Louisiana, L.L.C. as of
December 31, 1999 were as follows:

Name                                Age     Position with Company
Joanne M. Caldwell-Bayles  40       Managing member and member

Item     11.      Executive Compensation

Joanne M. Caldwell-Bayles  none
The company pays no  Executive, officer or Director

Item     12.      Security Ownership of Certain Beneficial Owners and Management

                                                                   Percent of
Name & Address of Beneficial Owner  Title of Class                 Class Owned

Joanne M. Caldwell Bayles                   Membership Interest         52%
507 Trenton Street
West Monroe, LA 71291

The Forsythe Group, Inx.                    Membership Interest         48%
507 Trenton Street
West Monroe, LA 71291

Joanne M.Caldwell-Bayles owns 100% of the capital stock of the Forsythe Group,
Inc.

Item     13.      Certain Relationships and Related Transactions




Part     IV.

Item     14.      Report on 8-K

None

Item     15.      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.


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.


                                      The Biltmore Group of Louisiana, L.L.C.

                                      /s/Joanne M.Caldwell-Bayles

                                      By: Joanne M. Caldwell-Bayles
                                      Managing Member



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 24, 2000.



Signature                                                     Title

/s/ Joanne M. Caldwell-Bayles
Joanne M. Caldwell-Bayles                            Managing Member

The Forsythe Group, Inc.

/s/ Joanne M. Caldwell-Bayles
By: Joanne M. Caldwell-Bayles                        Member
       President
















                                The Biltmore Group of Louisiana, L.L.C.
                                        507 Trenton Street
                                   West Monroe, Louisiana 71291

318 323-2115                                                  fax 318 323-6281


March 24, 2000

To our Bondholders

Our top priority in fiscal 1999 was to survive the disaster of the failure of
the bonds sales.  I am pleased to report to  you that we are on the way to do
just that.  Nothing can be assured at this point, but the sun is shining and
we believe that success is within our reach.

Our marketing programs are producing results.  We continue to develop new
programs each day to improve our ability to provide better care for the seniors
who have been placed in our care.  We at Biltmore believe that ours is a labor
of love surrounded by trust of each family.   We are honored to provide love
and work hard to justify each familys trust in us.

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,

/s/ Joanne M. Caldwell-Bayles

Joanne M. Caldwell-Bayles
Managing  Member










































                   THE BILTMORE GROUP OF LOUISIANA , L.L.C.

                              FINANCIAL STATEMENT

                                DECEMBER 31, 1999


                     The Biltmore Group of Louisiana, LLC.
                             Financial Statement
                               December 31, 1999

                                  Table of Contents


                                                                      Page
FINANCIAL STATEMENTS:
         Report                                                        1
         Balance Sheet                                                 2
         Statement of Income                                           4
         Statement of Members  Equity                                  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
SOCIETY OF LOUISIANA
CERTIFIED PUBLIC ACCOUTANTS                             (318) 362-9900
                                                      FAX (318) 362-9993


The Biltmore Group of Louisiana, L.L.C.
507 Trenton Street
West Monroe, Louisiana

I have audited the  accompanying  balance  sheets of The Biltmore Group of
Louisiana,  L.L.C.  as of December 31, 1999 and 1998 and the related
statements  of income,  members  equity and cash flows for the year ended
December  31, 1999 and for the period from July 1, 1998 to December 31, 1998.
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 The Biltmore  Group of
Louisiana,  L.L.C.  at December 31, 1999 and 1998 and the results of its
operations and its cash flows for the year ended  December 31, 1999 and for
the period from July 1, 1998 to December 31, 1998 in conformity  with
generally  accepted  accounting principles.

March 24,  2000

/S/ Wm. R. Hulsey
William R. Hulsey
Certified Public Accountant





                                                                            -2-

                        The Biltmore Group of Louisiana, LLC.

                                   Balance Sheets



                                       December 31,           December 31,
                                           1999                  1998

ASSETS


Current assets:
   Cash                              $     17,280           $     21,318
   Escrow cash                            141,521                      0
   Sinking fund cash                       89,419                      0
   Prepaid Insurance                            0                  4,918
   Total current assets                   248,220                 26,236

Property, plant and equipment
   Buildings                            8,641,626              2,878,986
   Furniture and fixtures                  53,340                      0
   Land                                   677,099                938,739
                                        9,372,065              3,817,725
   Less:  Accumulated depreciation         75,322                      0
   Net property and equipment           9,296,743              3,817,725

Other Assets
   Utility Deposits                         2,324                      0
   Deferred Charges                             0                110,000

Total Other Assets                 $    9,547,287           $  3,953,961









See accompanying notes.


                    The Biltmore Group of Louisiana, LLC.                   -3-

                                  Balance Sheets



                                        December 31,         December 31,
                                            1999                1998


LIABILITIES AND MEMBERS EQUITY

Current liabilities:
   Accounts payable and
      accrued expenses             $       249,830      $          1,383
         Notes Payable                   3,538,394               689,907
                                         3,788,224               691,290
Long-term debt:
   Bonds payable                         2,625,858                     0
   Notes Payable                         2,174,025             2,174,025
                                         4,799,883             2,174,025

Other liabilities:
   Due to stockholders and affiliates      555,653                     0

Members Equity                             403,527             1,088,646


                                   $     9,547,287      $      3,853,961















See accompanying notes.



              The Biltmore Group of Louisiana, L.L.C.                       -4-

                      Statements of Income

      For the year ended December 31, 1999 and the period from
               July 1, 1998 to December 31, 1998

                                     1999                    1998



Revenues                   $           135,529        $          0


Expenses
Accounting                              12,000                   0
Activities                               1,885                 685
Advertising                             25,669               2,331
Automobile                               1,315                   0
Bank Charges                               673                  30
Casual labor                             4,143                   0
Consulting                               5,500                   0
Decorations                              3,366                   0
Depreciation                            75,322                   0
Dues & subscripts.                       1,692               1,167
Employee Education                       2,902                 498
Employee Screening                       2,137                   0
Equipment rental                         8,954                 231
Food Costs                              20,011                   0
Gloves                                      13                   0
Housekeeping                             5,177                 439
Insurance                               13,662                   0
Interest                               242,400                   0
Laundry                                    432                   0
Lawn Care                                5,099                   0
Licenses & permits                       1,463                  35
Management Fees                         22,979                   0
Miscellaneous                           23,439                 596
Office                                     196                  21
Office Supplies                          2,709                 869
Paper Goods                             24,149                   0
Payroll Expenses                       183,652               5,202
Pest Control                             3,588                   0
Pet Supplies                               223                   0
Postage & Delivery                       2,986                 635
Printing                                10,189               1,263
Professional fees                       10,845                   0
Promotion                               12,219                  15
Rental Bonus                               900                   0
Repairs                                 11,959                   0
Resident Gifts                             317                   0
Taxes                                    1,957                   0
Telephone                                9,156                 347
Training & Education                     1,420                   0
Travel & Entertain                      11,264               9,389
Uniforms                                 1,132                   7
Utilities                               49,212                 457
Van Expense                                975                   0
Waste Removal                            1,294                   0
Wellness                                    73                   0
Total Expenses                         820,648              24,117

Net Income  (Loss)                   ( 685,119)           ( 24,117)






















See accompanying notes






           The Biltmore Group of Louisiana, L.L.C.                       -6-

                Statements of Members Equity

     For the year ended December 31, 1999 and the period from
            July 1, 1998 to December 31, 1998




                                     1999               1998

Beginning  members equity      $ 1,088,646        $(         0)
Contributions                             0            1,112,763
Net Income (Loss)                (  685,119)        (     24,117)

Ending members equity         $    403,527        $   1,088,646


See accompanying notes.



         The Biltmore Group of Louisiana, L.L.C.                       -7-

                Statements of Cash Flows

  For the year ended December 31, 1999 and the period from
             July 1, 1998 to December 31, 1998



                                                  1999            1998



Cash flows from operating activities:
       Revenues received                    $   135,529       $         0
       Cash paid to suppliers & employees   (   491,961)        (  27,652)
Net cash provided (used) by operations      (   356,432)        (  27,652)

Cash flows from investing activities
       Purchase of equipment                (    53,340)                0
       Payments towards construction        ( 5,501,000)       (2,878,986)
       Purchase of land                               0        (  938,739)
       Payments of deposits                       2,324                 0
       Payment of deferred charges                    0       (   110,000)
Net cash provided by (applied to)
       Investing activities                  (5,556,664)       (3,927,725)

Cash flows from financing activities
       Interim construction loans             2,848,487           689,907
       Issuance of bonds                      2,735,858         7,123,000
       Land and Real Estate Bonds                     0         2,174,025
       Loans from affiliates                    555,653           366,017
       Contributions of Membership Equity             0         1,112,763
Net cash provided by (applied to)
       financing activities                   6,139,998         3,976,695

Net increase (decrease) in cash             (   226,902)           21,318

Cash at the beginning of the period              21,318        (        0)

Cash at the end of the period                   248,220            21,318




Reconciliation of net income to net cash provided by operations:

Net income (loss) from operations         $  (  685,119)     $(   24,117)

Adjustments to reconcile net income to cash
       Provided by operations
       Depreciation                             75,322                 0
       Decrease (increase) in prepaid expenses   4,918            (4,918)
       Increase in accrued expenses        $   248,447       $     1,383


       Net cash provided (used) by
             Operations                     $(356,432)       $ (  27,652)



See accompanying notes.


                 THE BILTMORE GROUP OF LOUISIANA, L.L.C.

Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies
                          Nature of Business
The Company is a Louisiana limited liability company established to develop
assisted living Centers and dementia facilities for the housing and care of
senior citizens in Bastrop, Farmerville, Minden, and Natchitoches , Louisiana
and Sedona, Arizona.
                          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 partnership for federal income tax purposes.
Consequently, federal income taxes are not payable by, or provided for, by the
Company.
              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 shall
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.

                           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.
These costs have been included as a component of Bonds payable on the balance
sheet.
                       Basis of Presentation
The accompanying  financial  statements have been prepared in accordance with
generally  accepted  accounting  principles for financial information  and with
instructions  to Form  10-KSB 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 audited
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

The company has entered into a design/builder contract in the amount of
$1,777,000 with The Forsythe Group, Inc., one of its members, to construct the
Bastrop facility.  The contract calls for cash payments of $ 1,352,000 during
the Construction of the facility as approved by the contract engineer, with the
balance $ 425,000 through the issuance of certificates of membership.  As of
December 31, 1999, $1,242,227 has been paid on this contract  and $ 175,000 of
membership equity has been issued for the services  rendered in connection with
this project.  The remainder of the  $ 250,000 due to be paid through the
issuance of equity certificates will be issued at the completion of the project.

The company has entered into a design/builder contract in the amount of
$ 1,777,000 with The Forsythe Group, Inc., one of its members, to construct the
Farmerville facility.  The contract calls for cash payments of $ 1,352,000
during the building of the facility as approved by the contract engineer, with
the balance of $ 425,000 through the issuance of certificates of membership.
As of December 30, 1999, $ 1,010,382 has been paid  on this contract  and
$ 135,000 of membership equity has been issued for the services  rendered in
connection with this project.  The remainder of the $ 290,000 due to be paid
through the issuance of equity certificates at the completion of the project

The company has entered into a design/builder contract in the amount of
$ 1,777,000 with The Forsythe Group, Inc., one of its members, to construct the
 Minden  facility.  The contract calls for cash payments of $ 1,352,000 during
the building of the facility as approved by the contract engineer, with the
balance of $ 425,000 through the issuance of certificates of membership.
As of September 30, 1999, $ 1,241,792 has been paid on this contract and
$ 174,000 of membership equity has been issued for the services  rendered in
connection with this project.  The remainder of the $ 251,000 due to be paid
through the issuance of equity certificates will be issued at the completion
of the project.

The company has entered into a design/builder contract in the amount of
$ 1,777,000 with The Forsythe Group, Inc., one of its members, to construct the
Natchitoches facility.  The contract calls for cash payments of $ 1,352,000
during the building of the facility as approved by the contract engineer, with
the balance of $ 425,000 through the issuance  of certificates of membership.
As of December 31, 1999, $884,795 has been paid on this contract and $ 135,000
of membership equity has been issued for the services rendered in connection
with this project.  The remainder of the $ 250,000 due to be paid through the
issuance of equity certificates will be issued at the completion of the project

The amounts shown as due to members and affiliates represents working capital
loans made for the construction and operation of the facilities.  These amounts
advanced accrue interest at the current market rate.

Note 3  Development Stage Operations

As of December 31, 1999, the company had under  development  and in partial
operation one independent  living facility  located in the village of Oak Creek,
Sedona,  Arizona, three assisted living facility (ALFs) open in Minden,
Bastrop,  and Farmerville,  Louisiana and one facility under construction in
Natchitoches, Louisiana.

Note 4  Bonds Payable
On May 17, 1999, the Companys issue of $ 9,900,000 of bonds became effective.
These bonds are to become the permanent financing for the projects reflected
in this financial statement.   As of December 31, 1999, these bonds are in the
process of being sold with the proceeds of these bond sales used to liquidate
the construction loans.  As of December 31, 1999, the status of these bonds is
as follows:


                                              Amount           Amount
                  Location                   Authorized        Issued

                  Bastrop                   $ 1,800,000     $ 1,380,000
                  Minden                    $ 1,800,000     $ 1,480.500

                  Totals                    $ 3,600,000     $ 2,860,500

These bonds have varying interest rates from 6.5 percent per annum to 9.5
percent per annum.  The maturity of these bonds is from six months to seven and
one-half years. Bonds payable on the balance sheet reflects the accrued
interest due and is reflected net after the deferred charges incurred in
issuing and selling the bonds.

The company engaged to sell the bonds on a best efforts basis was unable to
create a market for all of the issues which the Company originally intended
to offer.  Therefore, the Company is in the process of arranging alternative
financing for the Farmerville, Natchitoches, and Sedona facilities.

Note 5  Notes Payable

Notes payable represents the construction loans which provide funding for the
interim construction payments for the facilities until the bonds are sold and
applied to pay off the debt.  These loans bear interest at the current market
rate.  The interest on these notes has been capitalized as construction period
interest and will be included as a component of the cost to be depreciated
over the estimated economic life of the facility.

Note 6 - Depreciation

Depreciation is calculated  by use of the straight line method over the
estimated economic life of the assets.  Buildings are depreciated over a
estimated useful life of forty years and furniture, fixtures and equipment are
depreciated over an estimated economic life of ten years.  Depreciation
expense of $ 75,322 was incurred and charged to operations during 1999.







                              SUMMATION OF 10KSB


THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF THE BILTMORE GROUP OF LOUISIANA, L.L.C. AUDITED
FINANICIAL STATEMENT DATED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.


                                         DECEMBER 31,           DECEMBER 31,
                                            1999                   1998
ASSETS

TOTAL CURRENT ASSETS                    $   248,220             $    26,326

LAND , PROPERTY, PLANT,
     EQUIPMENT                            9,296,743               3,817,725

OTHER ASSETS                                  2,324                 110,000

TOTAL ASSETS                            $ 9,547,287             $ 3,953,961


LIABILITY & STOCKHOLDERS EQUITY

CURRENT LIABILITIES                    $  3,788,224             $   691,290

LONG-TERM LIABILITIES                     4,799,883               2,174,025

OTHER LIABILITIES                           555,653                       0

MEMBERS  EQUITY                             403,527               1,088,646

TOTAL LIABILITIES &
MEMBERS EQUITY                          $ 9,547,287             $ 3,953,961


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, 1999 INCLUDING FOOTNOTES.