UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549Form 10-K (Mark One)[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from_________ to __________Commission file number: 333-140567TRINITYCARE SENIOR LIVING, INC.(Exact name of registrant as specified in its charter)      Nevada  71-0822436(State or other jurisdiction ofincorporation or organization)  (I.R.S.EmployerIdentification No.) 227 East Edgewood AvenueFriendswood, TX 77546  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (281) 482-9700(ISSUER TELEPHONE NUMBER) ( FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)Securities registered under Section 12(b) of the Exchange Act:NONESecurities registered under Section 12(g) of the Exchange Act:Common Stock, $0.001 par value per share(Title of Class)Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X]Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ] No [X]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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes[X]  No  [  ]Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[   ]Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer              [ ]                                           Acceleratedfiler                                                      [ ]
Non-accelerated fil                   []                                           Smaller reporting company                                   [X] 

  1  TRINITYCARE SENIOR LIVING, INC.FORM 10-KYEAR ENDED DECEMBER 31, 2009INDEXPart IItem 1. Business  3    Item 1A. Risk Factors  15    Item 1 B. Unresolved Staff Comments.  19    Item 2. Properties  19    Item 3. Legal Proceedings  20    Item 4. Reserved  20Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  20    Item 6. Selected Financial Data  21    Item 7. Management's Discussion and Analysis or Plan of Operation  21    Item 8. Financial Statements and Supplementary Data  27    Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  49    Item 9A. Controls and Procedures  49    Item 9B. Other Information  49Part III Item 10. Directors, Executive Officers and Corporate Governance  50    Item 11. Executive Compensation  51    Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  53    Item 13. Certain Relationships and Related Transactions  54    Item 14. Principal Accountant Fees and Services  54     Part IVItem 15. Exhibits, Financial Statement Schedules  54    2   PART I ITEM 1. BUSINESS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSCERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K (THIS "FORM 10-K"), INCLUDING STATEMENTS UNDER "ITEM 1. BUSINESS," AND "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS", CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS,PERFORMANCE OR ACHIEVEMENTS OF TRINITYCARE SENIOR LIVING, INC. (THE "COMPANY", “TrinityCare”, "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-K, UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31, 2009.Overview: We are a Nevada corporation and a provider of senior living services in the United States, operating in Texas and Tennessee.  We partner with churches and developers to develop, own and manage quality senior living facilities that enrich the faith of the residents, and provide single structure, state-of-the art independent living,assisted living, memory care and adult day care facilities.At December 31, 2009, we operated 3 communities in the United States, with a total resident licensed capacity of 230. Because we have combined some of our units into suites, we had 226 units available for occupancy at December 31, 2009.  Our properties in Knoxville, Tennessee and Port Lavaca, Texas obtained their certificate of occupancyin June and July of 2007 respectively. The total occupancy of all 3 projects as of December 31, 2009 (including deposits of future residents) was 203 out of 226 total units available or 89.82%. When the opportunity presents itself, and to accommodate resident requests, the Company will combine two single bedroom units, by converting one of the bedrooms into a living room. This will result, from time to time, in a change in the number of units in a particular facility.(thus the total available units are lowerthan the maximum of 230 units, and the occupancy is somewhat higher).Of the 3 communities that we operated at December 31, 2009, TrinityCare Senior Living, Inc. was a minority unit holder in each. In addition, at December 31, 2009, the company has a number of potential projects in Texas, Louisiana, Tennessee and Florida where the company believes expansion by at least three facilities, will be consummated during2010..Throughout our history, we have advocated a resident-centered approach to senior living and offered a broad range of service and care options to meet the needs of our residents. In all of our communities, we offer independent living services, which include housing, meals, transportation, activities and housekeeping, we also offer assistedliving services, which offer basic care and services for seniors who need assistance with some activities of daily living. Our facilities also offer coordination with physician care, ambulation assistance, bathing, dressing, eating, grooming, and personal hygiene services; maintenance services; and special memory care services, such as services for residents with certain forms of Dementia or Alzheimer's disease.  In two facilities the memory care needs of our residents are specifically designated ina locked unit in order to more effectively manage those residents struggling with Alzheimer’s disease or advanced Dementia. Our facilities are primarily designed for assisted living residents, with minimal rooms allocated for independent living. General Business Description, Operating History and Change in Control Corporate History TrinityCare Senior Living, Inc (“TCSL”) (“The Company”) is the majority owner of a group of senior living facilities.  TCSL is the holding company for the consolidated group.Originally  the senior care facilities operated under the name of PremierCare Senior Living (1999).  The name was changed to TrinityCare Senior Living, LLC (Louisiana), then in 2005 changed to TrinityCare Senior Living, a Texas LLC (“TrinityCare LLC”).   On January 15, 2009, TCSL was formed as the continuing entity resulting from the merger with J-Kan, Inc, a publicly traded company.  TCSL remained as the surviving entity as the acquired, while J-Kan, Inc. was the accounting acquirer.  As a result of the merger, the former members of TrinityCare LLC (the “TrinityCareEquity-holders”) own a majority of the voting stock of J-Kan, Inc.  Upon the completion of the business merger, changes were made to the Board of Directors; fiscal year end was changed from July 31 to December 31; reincorporated in the State of Nevada; adopted the Nevada Articles of Incorporation; and effected a 1:30 common share reduction and amended the par value of shares from $.01 to $.001.   EffectiveFebruary 16, 2009, J-Kan, Inc. changed its name to TrinityCare Senior Living, Inc.  3 Overview of the BusinessWe began operations in 1999 as PremierCare Senior Living, LLC in Louisiana. The founder was Donald W. Sapaugh, and his partner was Steve May, CPA, who resided in Louisiana. In early 2000 the company entered into a relationship with First Baptist Church of Pearland, Texas whereby 7.05 acres were transferred to the company in exchange for equity(valuation was $705,000 and equity issued was 15%). The capital model at that time has not changed. The project is Trinity Oaks, and the entity is TrinityCare Senior Living of Pearland, LLC, which is managed by TrinityCare Senior Living, LLC.In 2001, we changed our name from PremierCare to TrinityCare, but remained domiciled in Louisiana until 2005 when it we were re-domiciled to Texas as a limited liability company.In 2006 the company began construction of two new facilities in Port Lavaca, Texas and Knoxville, Tennessee. The project in Port Lavaca is Trinity Shores and operates under TC Senior Living of Port Lavaca, LLC. The project in Knoxville is Trinity Hills and operates as TrinityCare Senior Living of Knoxville, LLC.Port Lavaca opened in the summer of 2007 as did Knoxville.The company currently owns a minority equity position in each of these:Trinity Oaks                                27.7%Trinity Shores                            44.7%Trinity Hills                                15.2%A church owns the following percentages:Trinity Oaks                                15.0%Trinity Shores                            10.0%Trinity Hills                                17.8%Investors own the balance of the equity:Trinity Oaks                                57.3%Trinity Shores                            45.3%Trinity Hills                                67.0%In February, 2009 all of the membership units in the company were exchanged for stock in a public company, via a business combination (Plan of Merger and Reorganization), thus creating TrinityCare Senior Living, Inc. a Nevada corporation (TCSR.OTCBB) which is publicly traded, and owns 100% of the company (TrinityCare Senior Living, LLC). Thestrategy of the company has not changed as it develops, manages and owns faith based, affordable senior living communities which partners with churches and land developers. Land is contributed in exchange for equity in limited liability companies which will operate each community.We partner with churches and developers to develop, own and manage quality senior living facilities that enrich the faith of the residents, and provide single structure, state-of-the art independent living, assisted living, memory care and adult day care facilities.We have senior living facilities located in Texas and Tennessee, and intend to expand into Louisiana and the Southeastern part of the United States. Our senior living facilities offer community living services, including meals, housekeeping, laundry, transportation, social, spiritual and recreational activity, medication assistance,health care monitoring, as well as access to health screenings, such as blood pressure checks; periodic special services, including influenza inoculations; dietary health management programs; and ongoing exercise and fitness classes.Our facilities also offer coordination with physician care, ambulation assistance, bathing, dressing, eating, grooming, and personal hygiene services; maintenance services; and special memory care services, such as services for residents with certain forms of Dementia or Alzheimer's disease. 4 Our CommunitiesWe operate three communities in the United States, with a total resident licensed capacity of 230. Because we have combined some of our units into suites, we had 226 units available for occupancy at December 31, 2009.  Our properties in Knoxville, Tennessee and Port Lavaca, Texas obtained their certificate of occupancy in Juneand July of 2007 respectively. The total occupancy of all 3 projects as of December 31, 2009 (including deposits of future residents) was 203 out of 226 total units available or 89.82%, which is slightly higher than the national averages reported by NIC of 87%.  In all of these facilities, some units have been combined to offer the resident additional bedrooms (thus the total available units are lower, and the occupancy is somewhat higher).Our existing communities are located at:TrinityCare Senior Living of Pearland, LLC3033 Pearland ParkwayPearland, Texas 77581(Houston Metropolitan Area)d/b/a – Trinity OaksApproximately 80 Unit CommunityTC Senior Living of Port Lavaca, LLC201 Trinity Shores DrivePort Lavaca, Texas 77979d/b/a – Trinity ShoresApproximately 63 Unit CommunityTrinityCare Senior Living of Knoxville, LLC4611 Asheville HighwayKnoxville, Tennessee 37914d/b/a – Trinity HillsApproximately 87 Unit CommunityOf the three communities that we operate, we are a minority unit holder in each: Trinity Oaks                                27.7%Trinity Shores                             44.7%Trinity Hills                                15.2% Throughout our history, we have advocated a resident-centered approach to senior living and offered a broad range of service and care options to meet the needs of our residents. In all of our communities, we offer independent living services, which include housing, meals, transportation, activities and housekeeping, we also offer assistedliving services, which offer basic care and services for seniors who need assistance with some activities of daily living. In two facilities the memory care needs of our residents are specifically designated in a locked unit in order to more effectively manage those residents struggling with Alzheimer’s disease or advanced Dementia. Our facilities are primarily designed for assisted living residents, with minimal rooms allocated for independent living. Below are the specific levels of care for each facility:Trinity Oaks – Independent Living, Assisted Living, early Dementia/Alzheimer’sTrinity Shores – Independent Living, Assisted Living, Locked Memory CareTrinity Hills – Independent Living, Assisted Living, Locked Memory Care, Adult Day Care In addition to the three communities listed above, we are in the process of developing new projects in Texas (Pearland and Katy), Tennessee (Seymour and Crossville) and Louisiana (Covington and Shreveport) for a total of six additional facilities. We have had in excess of 100 inquiries from potential churches and land developers nationwide during the last twelve months. Our expansion strategy is focused on the Southeastern United States. This target area has a greater unmet need than the rest of the United States, stronger ties to the faith-based community, and construction costsare lower than the balance of the United States. Regulation of assisted living facilities is limited and thus expansion can occur much more rapidly.  5 Our Customers Our clients are senior adults. The average age of our residents is 75 years of age for Independent Living and 83 years of age for Assisted Living.Our Approach and ServicesIn our target market, the faith of the resident is a significant factor in their life and as such, we have chosen to embrace this as a cornerstone of our community model of care and residential living. While most all competing facilities embrace a particular resident’s desire to practice their faith, few observe this as a central theme.Our facilities, when partnering with a local church as the land contributor, will have a unique model whereby the faith based activities are paramount. In all facilities, irrespective of the land contributor/partner, we will create a ministerial advisory board comprised of all churches within the community, and they will be encouraged to actively participate in providing ministry involvement, activities, support as well as recruitment of staff and promotion to future residents.In each of our senior living communities we offer assisted living and independent living. In most of our communities, as part of the assisted Living environment we have a separate secure area designed for caring for those with Dementia or Alzheimer’s Disease, which we call “The Lighthouse”.  In some communities,we will offer an Adult Day Care option, which is called Seniors Day Out ©.Assisted LivingWith over 16 different definitions nationwide (based upon licensing standards), the definition of “assisted living” is somewhat confusing. Assisted living residences are a new housing and health care alternative combining independence with personal care in a warm, dignified, community setting. Assisted Living Federation ofAmerica (“ALFA”) defines an assisted living residence as a special combination of housing, personalized supportive services and health care designed to meet the needs, both scheduled and unscheduled, of those who need help with activities of daily living.We have a 10-point philosophy of care: 1. Offering cost-effective quality care that is personalized for individual needs.  2. Fostering independence for each resident.  3. Treating each resident with dignity and respect.  4. Promoting the individuality of each resident.  5. Allowing each resident a choice of care and lifestyle.  6. Protecting each resident's right to privacy.  7. Nurturing the spirit of each resident.  8. Involving family and friends, as appropriate, in care planning and implementation.  9. Providing a safe, residential environment.  10. Making the assisted living residence a valuable community asset.   6  Currently, more than 1.0 million Americans live in an estimated 30,000 assisted living residences.  Assisted living residents can be young or old, affluent or low income, frail or disabled. A typical resident is a woman in her eighties who is either widowed or single. Residents may suffer mild forms of Alzheimer's disease orother memory disorders, but must have ambulation and reasonable cognition. Residents may also need help with incontinence or general mobility. It is estimated that over 6.7 million seniors in America need assistance with daily living, and by 2020 this number is expected to double, as recently reported at the National Investment Center for Senior Housing annual symposium in September 2009. Upon a resident’s move-in to one of our assisted living communities, we assess each resident, generally with input from a resident’s family and physician, and develop an individualized service plan for the resident. This individual service plan includes the selection of resident accommodations and a determination of the appropriatelevel of care and service for such resident. The service plan is periodically reviewed and updated by us and communicated to the resident and the resident’s family or responsible party. We offer a choice of care levels in our assisted living communities based on the frequency and level of assistance and care that a resident needs or prefers. Most of our assisted living communities also offer a Lighthouse Program, which provides specially designed accommodations, service and care to support cognitively impaired residents,including residents with Alzheimer’s disease and dementia in a safe, secure environment. By offering a full range of services, we are better able to accommodate residents’ changing needs as they age and develop further physical or cognitive frailties. Monthly resident fee schedules are generally revised annually. Fees for additional care are revised when a change in care arises. Services provided in assisted living residences usually include:  · Three meals per day served in a common dining area.  · Housekeeping services.  · Transportation.  · Assistance with eating, bathing, dressing, toileting and walking.  · Access to health and medical services.  · 24-hour security and staff availability.  · Emergency call systems for each resident’s room or apartment.  · Health promotion and exercise programs.  · Medication management.  · Personal laundry services.  · Social, religious, and recreational activities.  Costs vary with the residence, room size, and the types of services needed by the residents. Across the nation, daily basic fees are generally less than the cost of home health services and nursing home care, with the average cost per unit per month at approximately $2,900 per month in a TrinityCare facility.  Residents or their families generally pay the cost of care from their own financial resources, with the majority of the cost covered by social security insurance payments to the resident. Depending on the nature of an individual's health insurance program or long-term care insurance policy, costs may be reimbursed. In addition, someresidences have their own financial assistance programs. Government payments for assisted living residences have been limited.   7  Independent Living  Independent living refers to a multi-residence housing facility intended for the elderly. The usual pattern is that each person or couple in the facility has an apartment-style room or suite of rooms (a two bedroom unit). Additional facilities are also provided, including meal service three times daily, gathering places for activitiesand recreation, day rooms, some healthcare services such as physician visitations, transportation, as well as housekeeping and maintenance. All expenses are included in a monthly fee for the resident’s rental. The average cost per unit per month is approximately $2,300 per month in a TrinityCare facility.  Alzheimer’s/Memory Impaired Assisted Living Unit  Alzheimer's disease (“AD”) is the most common form of Dementia among older people.  AD is a brain disorder that seriously affects a person's ability to carry out daily activities and involves the parts of the brain that control thought, memory, and language.  The causes of AD remain unknown, and no curehas been discovered.  AD is named after Dr. Alois Alzheimer, a German doctor. In 1906, Dr. Alzheimer noticed changes in the brain tissue of a woman who had died of an unusual mental illness. He found abnormal clumps (now called amyloid plaques) and tangled bundles of fibers (now called neurofibrillary tangles). Today, these plaques and tangles in the brainare considered hallmarks of AD.  Scientists also have found other brain changes in people with AD. There is a loss of nerve cells in areas of the brain that are vital to memory and other mental abilities. There are also lower levels of chemicals in the brain that carry complex messages back and forth between nerve cells. AD may disrupt normal thinking and memory byblocking these messages between nerve cells.  Scientists believe that up to 4 million Americans suffer from AD. The disease usually begins after age 60, and the risk of developing AD increases with age. While younger people also may suffer from AD, it is much less common. About 3 percent of men and women ages 65 to 74 have AD, and nearly half of those age 85 and older may have thedisease. It is important to note, however, that AD is not a normal part of aging. The average cost per unit per month is approximately $3,200 per month in a TrinityCare facility. Alzheimer’s care is provided at two of the existing TrinityCare facilities and will be provided at all newly developed facilities.  Adult Day Care Our adult day care program is called Seniors’ Day Out ©, and is currently operating at Trinity Hills in partnership with the East Tennessee Alzheimer’s Association. It is a distinct part of this facility encompassing 1,200 to 2,500 square feet of resident space. It includes a day room, an office, activity area, a TV/restingroom, and two bathrooms. Seniors Day Out © also has a separate, secure courtyard and access to bathing and beauty shop services. This program is currently being re-evaluated for effectiveness, in coordination with the East Tennessee Alzheimer’s Association, and the company anticipates temporarily suspending services while under evaluation.The Seniors Day Out © program is available for families caring for a senior adult on a daily basis.  The program will be available weekdays generally from 8am until 5pm, and no programming will be available on weekends or holidays. The participants in the program will not be residents of our facilities, as their primaryresidence is with their family. Staffing for the program consists of not less than two caregivers who are trained in caring for senior adults as required by the license in the state of Tennessee, one of whom will be the Program Director. The facility activity staff will assist the two caregivers with activities. The cost of the program will range from $55.00 to $80.00 per day based upon the level of care and number of hours that the individual spends in the program on a daily basis. The staff will create an individual care plan for each participant. Daily activities will include breakfast, lunch and snacks (dinner if needed), self-care programsincluding blood pressure checks, modified low impact exercise programs, medication reminders, and other activities of daily living. In addition, the participants will be offered outside field trips, above ground gardening, devotionals, movies and various similar activities. The company is evaluating the Senior’s Day Out © program to determine its effectiveness for expansion within the company’s owned and managed facilities.   8 Industry Background The current market capitalization in the assisted living area is in excess of $6 Billion, with a Price/Book of 1.6, and a collective dividend yield historically in excess of 7%, as summarized in Yahoo Long Term Care (Healthcare Sector) Industry reporting. According to the National Investment Center for Seniors Housing (“NIC”): As of September 30, 2009, the total number of outstanding property loans for assisted living companies included:Outstanding Property Type Permanent$ Million  Short-term$ Million  Total$ Million Independent Living  6,143   7,332   13,794 Assisted Living  7,138   6,446   13,738 Nursing Homes  490   3,773,   4,263 CCRCs  324   790   1,179 Total  14,095   18,341   32,974  As indicated above, the default rate is very low. Loan performance as of September 30, 2009 for the sector was:Performing - (Loans not in foreclosure, delinquency, or restructuring, although may include loans not in payment default, but not in compliance with non-payment financial covenants OR loans that are otherwise on a lender's "watch list" for possible deteriorating performance.)  98.5%Restructured - (Loans where basic terms, such as interest rate, maturity date, collateral or guaranty have been restructured as a result of actual or anticipated delinquency, but where loan is performing according to restructured terms.)  0.6%Delinquent - (Includes all loans in process of foreclosure, or loans 2 or more scheduled payments past due.)  0.9%Foreclosed - (Loans where title to the property has been acquired during the year through foreclosure.)  0.0% The NIC has reported that occupancy rates for facilities open for 24 months or longer (as of September 30, 2009) were:    Mean   Number of   Number of    Property Type Occupancy  Properties  of Units    (%)     (*Beds) Independent Living  86.5   507   71,574 Assisted Living  88   1,421   102,896 Nursing Homes  84   908   109,329 CCRC's (continuing care retirement communities)  88   171   62,648 Independent Units in CCRC's  88   164   43,541 Assisted Living Units in CCRC's  90   136   8,547 Skilled Nursing Beds in CCRC's  86.5   146   10,560    9  NIC further reported that the capitalization rates for facilities, as of September 30, 2009, was as follows: Property Type Low(%)  Average(Mean)(%)  High(%)  Number ofPropertyTransactionsInvolved Independent Living  8   8.8   9.5   12 Assisted Living  8.5   9.6   13   37 Nursing Homes  9.5   10.5   11.5   6 CCRCs  9.5   10.5   11.5   6   Our market is expanding:  ·  39.5 Million Americans are over the age of 65, representing 12.8% of the total population, and growing rapidly ·  In the year 2050, the population of those over the age of 65 in the United States will exceed 85 million ·  Beginning in 2011, the population 65 and older will grow faster than the total population in every single state.·  In 2030, when all of the baby boomers will be 65 and older, nearly one in five U.S. residents is expected to be 65 and older·  Current expenditures by seniors for housing exceeds $285 billion, and is expected to exceed $500 billion in 2030·  83% of all Americans consider themselves to be Protestant or Catholic, and of those over the age of 65 only 10% consider themselves to be “secular”. The south and southeast part of the United States represent the highest percentage of those who consider their faith important. Competition We have no direct competitors who develop, manage and own faith based senior living facilities. While there are a number of companies which own and operate independent living, assisted living, memory care and skilled nursing facilities, few partner with churches and fewer develop these in an “aging in place” setting. Beloware a few companies who would be considered indirect competitors: Sunrise Senior Living (NYSE:SRZ) Sunrise Senior Living, Inc. provides senior living services in the United States, Canada, the United Kingdom, and Germany. It offers independent living services, which include housing, meals, transportation, activities, and housekeeping, as well as licensed skilled nursing services for residents who require 24-hour skilled nursing care;and determination of the appropriate level of care and service for such resident. The company’s assisted living communities also offer a Reminiscence Neighborhood that provides specially designed accommodations, service, and care to support cognitively impaired residents, including residents with Alzheimer’s disease and other forms of memory loss. In addition, it provides a medication management program, which includes the storage of medications, the distribution of medications as directed by theresident’s physician, and compliance monitoring. Further, the company also develops senior living communities for ventures in which it retains an ownership interest and for third parties. Its hospice services include supervision of the patient’s medical needs; pastoral care and religious services; bereavement services; and other services comprising physician care, infusion therapy, and physical and speech therapy. As of December 31, 2009, the company operated 384 communities, including 335 communitiesin the United States, 15 communities in Canada, 27 communities in the United Kingdom, and 7 communities in Germany, with a total unit capacity of 40,400 units. Sunrise Senior Living, Inc. was founded in 1981 and is headquartered in McLean, Virginia.  10 Brookdale Senior Living, Inc. (NYSE:BKD) Brookdale Senior Living Inc., together with its subsidiaries, operates senior living communities in the United States. It owns and operates retirement centers, assisted living facilities, and continuing care retirement communities. The company’s retirement centers provide various education, wellness, therapy, home health, and otherancillary services primarily to middle and upper income seniors 70 years and older. These centers also offer residents with basic services, such as meal service, 24-hour emergency response, housekeeping, concierge services, transportation, and recreational activities. Its assisted living facilities offer housing and 24-hour assistance with activities of daily living to mid-acuity frail and elderly residents. Brookdale’s continuing care retirement communities provide various living arrangements and servicesto accommodate various levels of physical ability and health. As of September 30, 2009, it operated 547, including 85 retirement center communities with 15,255 units/beds, 405 assisted living communities with 20,804 units/beds, 35 continuing care retirement communities with 11,777 units/beds and 22 communities with 4,432 units/beds where they provide management services for third parties.  The company operates in 35 states and has the ability to serve approximately 52,000 residents. Capital Senior Living Corporation (NYSE:CSU) Capital Senior Living Corporation, together with its subsidiaries, operates senior living communities in the United States. The company provides senior living services to the elderly, including independent living, assisted living, skilled nursing, continuing care retirement community, and home care services. It offers community livingservices, including meals, housekeeping, laundry, staffing, transportation, social and recreational activity, and health care monitoring, as well as access to health screenings, such as blood pressure checks; periodic special services, including influenza inoculations; dietary and similar programs; and ongoing exercise and fitness classes. The company also offers ambulation, bathing, dressing, eating, grooming, and personal hygiene services; social and recreational activity and maintenance services; special careservices, such as services for residents with certain forms of Dementia; restorative nursing and rehabilitation services, including, physical, occupational, speech, and medical social; and physician, dentistry, and podiatry services. As of December 31, 2008, the company operated 64 senior living communities in 23 states with an aggregate capacity of approximately 9,500 residents, including 38 senior living communities which the company either owned or in which the company had an ownership interest,25 senior living communities that the company leased and one senior living community it managed for a third party. As of December 31, 2008, the company also operated one home care agency. Assisted Living Concepts, Inc. (NYSE:ALC) Assisted Living Concepts, Inc., together with its subsidiaries, operates assisted living residences for the senior living industry in the United States. It offers general services consisting of meals, activities, laundry, and housekeeping; support services, including assistance with medication, monitoring health status, coordinationof transportation, and coordination with physician offices; and personal care, such as dressing, grooming, and bathing. The company also arranges access to additional services from third-party providers, including physical therapy, occupational and respiratory therapy, home health, hospice, and pharmacy services. As of December 31, 2008, it operated 216 assisted living residences in 20 states in the United States totaling 9,154 units. Five Star Quality Care, Inc. (AMEX:FVE) Five Star Quality Care, Inc. operates senior living communities, including independent living and congregate care communities, assisted living communities, and nursing homes in the United States. The company provides independent living, assisted living, nursing and healthcare, physical therapy, occupational therapy, speech language pathology,onsite pharmacy, radiology, laboratory, telemetry, hemodialysis, and orthotics/prosthetics services. As of December 31, 2009, the company leased, owned, and operated 217 senior living communities with 22,905 living units, including 170 primarily independent and assisted living communities with 18,627 living units and 47 skilled nursing facilities with 4,278 units. The company also operated 5 institutional pharmacies, 2 rehabilitation hospitals, and 13 outpatient clinics. Five Star Quality Care, Inc. was foundedin 2000 and is based in Newton, Massachusetts.  11 Our Competitive Edge We partner with churches and land developers to develop, own and manage quality senior living facilities that enrich the faith of the residents, and provide single structure, state-of-the art independent living, assisted living, memory care and adult day care facilities. Our model utilizes contributed land to reduce the initial capital cost of a project. A local church or developer contributes the land in exchange for a minority equity position in a newly formed subsidiary entity and we secure senior debt with a local bank or HUD 232/Multifamily financing. Historically, we have solicited investment fromindividuals who are minority equity partners in each of our existing three facilities. The company currently owns a minority equity position in each of these:Trinity Oaks                                27.7%Trinity Shores                            44.7%Trinity Hills                                15.2%A church owns the following percentages:Trinity Oaks                                15.0%Trinity Shores                            10.0%Trinity Hills                                17.8%Investors own the balance of the equity:Trinity Oaks                                57.3%Trinity Shores                            45.3%Trinity Hills                                67.0% We have developed a model community, which consists of 82 units, is expandable to 94 units, and can be reduced to 63 units without compromising the integrity of the model. We believe that this unique model allows for economies of scale in expansion, and greater operational efficiencies. This model is one story, thus challenges for itsresidents on mobility are greatly eliminated. In each target market, we retain an independent third party to conduct a feasibility study to determine the “absorption rate” (the percentage of residents necessary to achieve stabilized occupancy as a percentage of the total available residents needing our services within the community). We focus our developments in areaswhere the absorption rate is significantly below the nationally accepted standards, thus enhancing the opportunity for success.Intellectual Property Seniors In Touch © We have patented a family communication system (USPTO 11/708,744 Senior Citizen Communication System) – Seniors In Touch © which allows for the resident to communicate via a digital online gated community with family and friends, without having to understand the Internet. Seniors In Touch © is owned by Seniors In Touch,LLC, an entity in which we have 55% ownership, and 45% of which is owned by our technology partner.Seniors In Touch © is currently being beta tested and we expect it to be available on or about April 1, 2010.Senior Standard © The Senior Standard© is our monthly publication. Current distribution is in excess of approximately 500,000 per year, or approximately 40,000 per month. It is supported by local advertisers. Our sales staff is compensated by the number of advertisementsthey sell, and the paper is distributed to churches, country clubs, restaurants, convenience stores, car dealerships, hair salons, small businesses, doctors offices, hospitals, hotels, and other community service environments. This newspaper contains articles about senior living, as well as monthly information about the specific senior living communities which we own and manage.  12  Sales, Marketing and Support We have full time staff who provide for the sales, marketing and support of each facility. In each community, we employ a full time Marketing Director who manages this process. Much of the marketing activities are directly related to the networking with the local churches to achieve stabilized occupancy. Employees Currently we have approximately 100 employees who are located in Texas or Tennessee. None of our facilities are unionized, and we expect this trend to continue as few, if any of our competition has experienced unionization.  We consider our relationship with our employees to be good.FacilitiesOur existing assisted living communities are located at:TrinityCare Senior Living of Pearland, LLC3033 Pearland ParkwayPearland, Texas 77581(Houston Metropolitan Area)d/b/a – Trinity OaksApproximately 80 Unit CommunityTC Senior Living of Port Lavaca, LLC201 Trinity Shores DrivePort Lavaca, Texas 77979d/b/a – Trinity ShoresApproximately 63 Unit CommunityTrinityCare Senior Living of Knoxville, LLC4611 Asheville HighwayKnoxville, Tennessee 37914d/b/a – Trinity HillsApproximately 87 Unit CommunityFuture and planned developments:- Pearland, Texas- Brazoria, Texas- Covington, Louisiana- Shreveport, Louisiana- Crossville, Tennessee- Katy, Texas- Seymour, TennesseeThe census data as of December 31, 2009 is as follows:Total units in service    226  Certain units have been combined to allow for multi-room use (combination of studios to two bedroom units)Occupancy  203 units (88.5%)  Two of the three facilities have occupancy greater than 95% of available units in service. Unrealized Net Book Value:  Each of the facilities currently owned and managed by TrinityCare Senior Living have a market value greater than the Net Book Value. While this value cannot be optimized in a financial presentation, below indicates the most recent Appraised Value versus the Net Book Value of Fixed Assets:As of December 31, 2009 TrinityCare Senior Living of Pearland  TrinityCare Senior Living of Knoxville  TC Senior Living of Port Lavaca  Total Net Book Value of Fixed Assets $4,634,712  $5,944,900  $3,910,268  $14,489,880 Appraised Value $9,540,000  $9,500,000  $6,800,000  $25,840,000 Unrealized Book Value $4,905,288  $3,555,100  $2,889,732  $11,350,120 Debt $6,296,845  $6,323,596  $5,916,842  $18,537,283 Net Unrealized Equity $3,243,155  $3,176,404  $883,158  $7,302,717 TrinityCare Senior Living of Pearland: Appraisal by Integra Realty Resources 9/27/2007TrinityCare Senior Living of Knoxville: Appraisal by HealthTrust, LLC 1/29/2008TC Senior Living of Port Lavaca: Appraisal by Health Care Advisory Group 11/9/2007  13  For industry Comparison the Value per Unit is defined below:   As of December 31, 2009  TrinityCare Senior Living of Pearland   TrinityCare Senior Living of Knoxville   TC Senior Living of Port Lavaca   Total Licensed Units  80   87   63   230 Available Units  78   86   62   226 Occupied Units  74   86   43   203 Net Book Value of Fixed Assets/Unit $62,631  $69,127  $90,936  $71,379 Appraised Value/Unit $128,919  $110,465  $158,140  $127,291 Unrealized Book Value/Unit $66,288  $41,338  $67,203  $55,912 When the opportunity presents itself, and to accommodate resident requests, the Company will combine two single bedroom units, converting one of the bedrooms into a living room. This will result, from time to time, in a change in the number of units in a particular facility.  Principal Executive Office and Website Access to Information Our principal executive offices are located at 227 East Edgewood Avenue, Friendswood, TX 77546 and our telephone number there is (281) 482-9700. Our internet website address is http://www.trinitycare.comOur annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the SEC’s website, www.sec.gov.Management believes these facilities are suitable and adequate for its current operations.Governmental Regulations In each state in which we operate, we are required to be licensed by the appropriate department of health, human services or department of aging. This license is typically for Personal Care Home or Assisted Living Facility. In addition to this licensure, which is renewed annually, the community must be built in accordance with very rigorousfire codes and guidelines. There are no national standards or accreditation for the type of facilities which we construct. Healthcare reform, as is currently proposed will have little impact, if any, on our delivery of services.InsuranceEach of our facilities has current insurance policies for General and Professional Liability. Where required and available, we also carry flood insurance and windstorm.Legal Proceedings In the ordinary course of business we are involved in litigation incidental to our business; however, we are not aware of any material pending legal proceeding affecting us for which we might become liable or the outcome of which we expect to have a material impact on us.  14  ITEM 1A. RISK FACTORS Our business faces many risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, may also negatively impact our business operations or financial results. If any of the events or circumstances described in this section occur, our business, financialcondition or results of operations could be negatively affected to a significant extent. The Company's business is subject to many risk factors, including the following:Risks Related to Our Business  Circumstances that adversely affect the ability of seniors, or their families, to pay for our services could have a material adverse effect on us.  Our residents and their families paid 100% of our senior living revenues during the year ended December 31, 2009 from their private resources. Some of our residents obtained reimbursement from the Veterans Administration and/or long term care insurance. However, it is the responsibility of the resident or the resident’s familyto pay for the services and housing provided by TrinityCare. Inflation, a devalued stock market, rising unemployment, or other circumstances that adversely affect the ability of the elderly or their families to pay for our services will have a material adverse effect on our business, financial condition and results of operations. Our prospective residents’ inability to sell real estate may delay their moving into our communities.  The current housing market, and prolonged decline in housing values may have a negative effect on the ability of our prospective residents’ to sell their own real estate and afford to move into our communities.  Our business is subject to limited regulation.  Licensing of senior living communities in the states in which we operate typically fall under the state Department of Health. Local and state life safety code requirements are significant, and all facilities are compliant with local and state guidelines. Since none of our facilities are participants in the Medicare or Medicaid program,we are not subject to any federal funding or regulations regarding care. It is not anticipated that this will change in the near future, nor is it anticipated that any federally funded healthcare program would impact directly our ability to provide services to our residents. Each state licenses senior living communities under standards developed by that state, thus TrinityCare must comply on a state by state basis with regulations. We face litigation risks.  The nature of our business exposes us to lawsuits in the ordinary course of our business. In several well publicized instances, private litigation by residents of senior living communities for alleged abuses has resulted in large damage awards against other operating companies. As a result of these type of litigations and the potentialfor litigation, our cost of liability insurance is high. Additionally, in the event that we are involved in a lawsuit, we will have to expend significant resources which may adversely affect our business.  Loss of our key management or other personnel could adversely impact our business. We depend on the services of our executive management team, including Donald W. Sapaugh, the Company’s founder, Chairman and Chief Executive Officer, and Joe M. Wiley, the Company’s Treasurer and Chief Financial Officer. The loss of these officers could have a material adverse effect on our operations and financial condition.The loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our ability to successfully expand and develop new facilities. Our Chief Executive Officer and Chief Financial officer each have contractual obligations to the company to provide their full time and attention.   15 Our business could be adversely affected if we do not develop new facilities. The successful development of new senior living facilities is important to our future financial performance, however, our ability to develop new facilities is dependent upon our ability to identify new locations, obtain financing, negotiate terms and integrate our business model. We can offer no assurance that we will be able to identifynew locations, obtain financing, or obtain financing on terms favorable to us, negotiate terms or integrate our business. We may not be able to manage our growth effectively, which may materially adversely affect our business. Our current and anticipated future growth has placed, and will continue to place, significant demands on our management, operational and financial resources.  Our ability to manage our growth effectively will require us to continue to improve our operational, financial and management information systems and to continue to attract,train, motivate, manage and retain key employees.  In the event that we are not able to manage our expanded operations effectively which may materially adversely affect our business. Increases in the cost of construction, and interest rates used could negatively impact our expansion strategy and our profitability. Construction costs at this time are very stable; however, a significant increase in the cost of construction or the interest rates associated with our long term debt could have a significant impact on our ability to develop new facilities and/or maintain the facilities we currently own or manage. We may be unable to successfully compete with our competitors. Several of our competitors are diversified multinational companies with substantially larger operating staffs, greater capital resources than ours, and greater experience in the industry and have been engaged in the long term care business longer than we have. If these competitors substantially increase the resources they devote to developingand marketing competitive facilities and services, we may not be able to compete effectively. Similarly, consolidation among our competitors could enhance their product and service offerings and financial resources, further intensifying competition.  Failure to comply with laws governing the privacy and security of personal health information could adversely affect our business.  We are required to comply with federal and state laws governing the privacy, security, use and disclosure of individually identifiable health information. Under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, we are required to comply with the HIPAA privacy rules, security standards, and standards for electronichealth care transactions. State laws also govern the privacy of individual health information, and state privacy rights rules may be more stringent. If we fail to comply with applicable federal or state standards, we could be subject to civil sanctions and criminal penalties, which could materially and adversely affect our financial condition and results of operations.  Termination of assisted living resident agreements and resident attrition could adversely affect our revenues and earnings.  State regulations governing assisted living facilities typically require a written resident agreement with each resident. Most of these regulations also require that each resident have the right to terminate an assisted living resident agreement for any reason on reasonable notice. Most of our resident agreements allow residents to terminatetheir agreements on 30 days' notice. If a large number of residents were to elect to terminate their resident agreements at or around the same time, our business prospects would be materially adversely affected. In addition, due to the advanced age of our average residents, the resident turnover rate in our senior living communities may be difficult to predict.  Our business requires us to make significant capital expenditures to maintain and improve our facilities.  Our communities sometimes require significant expenditures to address ongoing required maintenance and to make them attractive to residents. Physical characteristics of senior living communities are mandated by various governmental authorities; changes in these regulations may require us to make significant expenditures. In addition,we may be required to make significant capital expenditures when we acquire new facilities. Our available financial resources may be insufficient to fund these expenditures.   16  Our Growth Will Place Significant Strains On Our Resources.The Company's growth, if any, is expected to place a significant strain on the Company's managerial, operational and financial resources.  Furthermore, assuming the Company receives additional contracts, and obtains additional partners, it will be required to manage multiple relationships with other third parties. These requirementswill be exacerbated in the event of further growth of the Company or in the number of its contracts, partnerships and employees. There can be no assurance that the Company's systems, procedures or controls will be adequate to support the Company's operations or that the Company will be able to achieve the rapid execution necessary to successfully offer its services and continue its business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensuratewith the growth of its business, if any. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition will be adversely affected.An Interruption In or Breach of Our Information Systems May Result In Lost Business and Increased Expenses. We rely heavily upon communications and information systems to conduct our business. Any failure, interruption or breach in security of or damage to our information systems or the third-party information systems on which we rely could prevent us from conducting our business operations and/or if such failure resulted in the release of non-publicand confidential information, could make us subject to litigation or actions for damages. The Inability To Attract And Retain Qualified Employees Could Significantly Harm Our Business. While our turnover rate is very low, we continually need to attract, hire and successfully integrate additional qualified personnel in an intensely competitive hiring environment in order to manage and operate our business. The market for skilled management, and care giving personnel is highly competitive. Competition for qualified personnelmay lead to increased hiring and retention costs. If we are unable to attract, successfully integrate and retain a sufficient number of skilled personnel at manageable costs, it will harm our business, results of operations and financial condition. There Are Risks That We Will Not Be Able To Implement Our Business Strategy. Our financial position, liquidity, and results of operations depend on our management’s ability to execute our business strategy. Key factors such as the cost of construction, interest rates, government regulations, social security insurance payments to seniors,  and access to capital market all play an important role in ourexecution of business strategy.We Incur Significant Costs As A Result Of Operating As A Fully Reporting Company In Connection With Section 404 Of The Sarbanes Oxley Act, And Our Management Is Required To Devote Substantial Time To Compliance Initiatives.We anticipate incurring significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporategovernance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, for fiscal year2009, Section 404 will require us to obtain a report from our independent registered public accounting firm attesting to the assessment made by management.  Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currentlydo not have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we couldbe subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.    17  Risks Related to our Securities Our principal stockholders and management own a significant percentage of our stock and will be able to exercise significant influence over our affairs. Our executive officers, current directors and holders of five percent or more of our common stock, as of the date of this Memorandum, beneficially own 69.9% of our common stock. Further, our Chief Executive Officer holds 3,000 shares of Series B Preferred Stock, which, except as otherwise required by law, has the number of votes equalto the number of votes of all outstanding shares of capital stock plus one additional vote such that he shall always constitute a majority of our voting rights.   Therefore, our Chief Executive Officer retains the voting power to approve all matters requiring stockholder approval has significant influence over our operations. The interests of these stockholders may be different than the interests of other stockholders on these matters. This concentration of ownership could also have the effectof delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could reduce the price of our common stock.  There Is Currently Only A Limited Market For Our Common Stock, And The Market For Our Common Stock May Continue To Be Illiquid, Sporadic And Volatile.There is currently only a limited market for our common stock, and as such, we anticipate that such market will be illiquid, sporadic and subject to wide fluctuations in response to several factors moving forward, including, but not limited to:(1)actual or anticipated variations in our results of operations;    (2)our ability or inability to generate new revenues;    (3)the number of shares in our public float; (4)increased competition;    (5)conditions and trends in the market for biotech developersFurthermore, because our common stock is traded on the Over-The-Counter Bulletin Board, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or internationalcurrency fluctuations may adversely affect the market price of our common stock. Additionally, at present, we have a limited number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our common stock. Further, due to the limited volume of our shares which trade and our limited public float, we believe that our stock prices (bid, ask and closing prices) are entirely arbitrary, are not related to the actual value of the Company, and do not reflect the actual valueof our common stock (and in fact reflect a value that is much higher than the actual value of our common stock). Shareholders and potential investors in our common stock should exercise caution before making an investment in the Company, and should not rely on the publicly quoted or traded stock prices in determining our common stock value, but should instead determine the value of our common stock based on the information contained in the Company's public reports, industry information, and those business valuationmethods commonly used to value private companies. Investors May Face Significant Restrictions On The Resale Of Our Common Stock Due To Federal Regulations Of Penny Stocks.Our common stock will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special salespractice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock.Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated withit. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.  In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired.  18  Item 1B . UNRESOLVED STAFF COMMENTS  None.ITEM 2. PROPERTIES Our existing assisted living communities are located at:TrinityCare Senior Living of Pearland, LLC3033 Pearland ParkwayPearland, Texas 77581(Houston Metropolitan Area)d/b/a – Trinity OaksApproximately 80 Unit CommunityTC Senior Living of Port Lavaca, LLC201 Trinity Shores DrivePort Lavaca, Texas 77979d/b/a – Trinity ShoresApproximately 63 Unit CommunityTrinityCare Senior Living of Knoxville, LLC4611 Asheville HighwayKnoxville, Tennessee 37914d/b/a – Trinity HillsApproximately 87 Unit CommunityFuture and planned developments:- Pearland, Texas- Brazoria, Texas_- Covington, Louisiana- Shreveport, Louisiana- Crossville, Tennessee- Katy, Texas- Seymour, TennesseeTrinityCare’s corporate offices and research facilities are located at227 East Edgewood AvenueFriendswood, TX 77546The Company leases this office space under an operating lease with Donald W. Sapaugh, our CEO and significant shareholder, individually on a fair market basis. This lease required monthly payments of $4,000 per month for a period of seven years beginning November 1, 2003.  The Company is required to pay all costs such as propertytaxes, maintenance, and insurance on the property under lease. The building is approximately 2,200 square feet of office space, and over 500 square feet of storage, for a total cost of $1.48 per square foot per month.Management believes these facilities are suitable and adequate for its current operations.  19 
ITEM 3. LEGAL PROCEEDINGS 

PART II 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 

|                              |   |   | High  |   |   |   | Low    |   |
|-----------------------------------|--------|--------|------------|--------|--------|--------|--------|--------|
| January 1, 2010 to March 22, 2010 |   | $      | 1.15       |   |   | $      | 0.70   |   |
| Fiscal 2009: (TCSR)               |   |   |       |   |   |   |   |   |
| 4th Quarter                       |   | $      | 1.80       |   |   | $      | 1.15   |   |
| 3rd Quarter                       |   | $      | 1.95       |   |   | $      | 0.51   |   |
| 2nd Quarter                       |   | $      | 2.50       |   |   | $      | 0.51   |   |
| 1st Quarter                       |   | $      | 1.24       |   |   | $      | 0.35   |   |
| Fiscal 2008: (TCSR)               |   |   |       |   |   |   |   |   |
| 4th Quarter                       |   | $      | 2.35       |   |   | $      | 0.76   |   |
| 3rd Quarter                       |   | $      | 0.94       |   |   | $      | 0.51   |   |
| 2nd Quarter                       |   | $      | 0.78       |   |   | $      | 0.27   |   |
| 1st Quarter                       |   | $      | 0.42       |   |   | $      | 0.16   |   |

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| (1) | October 21, 2009 we issued 5,000 unregistered common shares upon conversion of 500 Preferred Series “A” shares.                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | October 27, 2009 we issued 385,000 unregistered common shares as compensation for the acquisition of an additional 5% interest in TrinityCare Senior Living of Pearland, LLC.                                   |
| (3) | November 16, 2009 we issued 120,000 unregistered common shares upon conversion of 12,000 Preferred Series “A” shares.                                                                               |
| (4) | December 22, 2009 we issued 10,000 unregistered common shares upon conversion of 1,000 Preferred Series “A” shares.                                                                                 |
| (5) | December 22, 2009 we issued 25,000 unregistered common shares as settlement of interest due on notes to the Company.  The Company relied upon the exemption under Section 4(2) of the Securities Act. |
| (6) | December 22, 2009 we issued 150,000 unregistered common shares as compensation for services rendered to the Company.  The Company relied upon the exemption under Section 4(2) of the Securities Act. |

ITEM 6. SELECTED FINANCIAL DATA 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 

|   |
|--------|

| ·   | changes in the real estate market and general economic conditions; |
|--------------------|--------------------------------------------------------------------|

| ·   | the inherent risks associated with operating assisted living facilities, including local real estate market conditions, governing laws and regulations and illiquidity of real estate investments; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | our ability to maintain rental rates and occupancy levels; |
|--------------------|------------------------------------------------------------|

| ·   | changes in market rates of interest; |
|--------------------|--------------------------------------|

| ·   | our ability to repay debt financing obligations; |
|--------------------|--------------------------------------------------|

| ·   | our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us; |
|--------------------|----------------------------------------------------------------------------------------------------------------|

| ·   | our ability to comply with certain debt covenants; |
|--------------------|----------------------------------------------------|

| ·   | the availability of other debt and equity financing alternatives; |
|--------------------|-------------------------------------------------------------------|

| ·   | continued ability to access the debt or equity markets; |
|--------------------|---------------------------------------------------------|

| ·   | the loss of any member of our management team; |
|--------------------|------------------------------------------------|

| ·   | our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant  disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | changes in federal or state tax rules or regulations that could have adverse tax consequences; |
|--------------------|-----------------------------------------------------------------------------------------------------|

| ·   | our ability to qualify as a real estate investment trust for federal income tax purposes; and |
|--------------------|-----------------------------------------------------------------------------------------------|

| ·   | those risks and uncertainties referenced under the heading "Risk Factors" contained in this Form 10-K and the Company's filings with the Securities and Exchange Commission.   |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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----

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|                                        |   | 2009   |   |   | 2008   |   |
|---------------------------------------------|--------|--------|--------|--------|--------|--------|
| TrinityCare Senior Living of Pearland, LLC  |   |   | 27.7   | %      |   |   | 22.5 | % |
| TrinityCare Senior Living of Knoxville, LLC |   |   | 15.2   | %      |   |   | 15.2 | % |
| T C Senior Living of Port Lavaca, LLC       |   |   | 44.7   | %      |   |   | 44.7 | % |
| TrinityCare Terrace Senior Living, LLC      |   |   | 66.5   | %      |   |   | - | % |

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RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009, COMPARED TO THE YEAR ENDED DECEMBER 31, 2008 

----

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

|                                                                         | Page      |
|------------------------------------------------------------------------------|-----------|
| Consolidated Financial Statements:                                           |      |
| Report of Independent Registered Public Accounting Firm                      |   28 |
| Consolidated Balance Sheets                                                  |   29 |
| Consolidated Statements of Operations                                        |   30 |
| Consolidated Statements of Changes in Stockholders’  Deficit |   31 |
| Consolidated Statements of Cash Flows                                        |   32 |
| Notes to Consolidated Financial Statements                                   |   33 |

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| TrinityCare Senior Living, Inc. and Subsidiaries                                                                                                                                                |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Consolidated Balance Sheets                                                                                                                                                                     |   |
| As of December 31, 2009 and 2008                                                                                                                                                                |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |
|                                                                                                                                                                                            |   | 2009 |   |   | 2008 |   |
|                           ASSETS                              |   |   |   |   |   |   |
|  Cash                                                                                                                                                                                      |   | $ | 310,119 |   |   | $ | 546,164 |   |
|  Accounts receivable                                                                                                                                                                       |   |   | 155,892 |   |   |   | 81,620 |   |
|  Prepaid expenses                                                                                                                                                                          |   |   | 408,585 |   |   |   | 258,917 |   |
|     Total Current Assets                                                                                                                                                    |   |   | 874,596 |   |   |   | 886,701 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|  Property and equipment                                                                                                                                                                    |   |   | 17,092,195 |   |   |   | 16,956,608 |   |
|  Accumulated depreciation                                                                                                                                                                  |   |   | (2,590,874 | ) |   |   | (2,015,398 | ) |
|                                                                                                                                                                                            |   |   | 14,501,321 |   |   |   | 14,941,210 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|  Loan costs                                                                                                                                                                                |   |   | 233,716 |   |   |   | 251,136 |   |
|  Accumulated amortization                                                                                                                                                                  |   |   | (13,058 | ) |   |   | (6,067 | ) |
|                                                                                                                                                                                            |   |   | 220,658 |   |   |   | 245,069 |   |
|  Project development costs                                                                                                                                                                 |   |   | 151,032 |   |   |   | 9,120 |   |
|  Deposits and reserves                                                                                                                                                                     |   |   | 155,326 |   |   |   | 271,076 |   |
|                                                                                                                                                                                            |   |   | 527,016 |   |   |   | 525,265 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|     Total Assets                                                                                                                                                            |   | $ | 15,902,933 |   |   | $ | 16,353,176 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|                           LIABILITIES                         |   |   |   |   |   |   |   |   |
|  Accounts payable                                                                                                                                                                          |   | $ | 538,665 |   |   | $ | 482,487 |   |
|  Accrued expenses                                                                                                                                                                          |   |   | 528,461 |   |   |   | 404,122 |   |
|  Deferred revenue                                                                                                                                                                          |   |   | 547,091 |   |   |   | 139,037 |   |
|  Line of credit                                                                                                                                                                            |   |   | 76,972 |   |   |   | 79,022 |   |
|  Current portion of long-term debt                                                                                                                                                         |   |   | 6,200,167 |   |   |   | 5,661,069 |   |
|     Total Current Liabilities                                                                                                                                               |   |   | 7,891,356 |   |   |   | 6,765,737 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| Mortgage                                                                                                                                                                                        |   |   | 11,515,270 |   |   |   | 12,321,991 |   |
| Notes payable and other debt                                                                                                                                                                    |   |   | 1,432,402 |   |   |   | 895,229 |   |
| Derivative liability                                                                                                                                                                            |   |   | 299,091 |   |   |   | - |   |
|    Total Long-Term                                                                                                                                                               |   |   | 13,246,763 |   |   |   | 13,217,220 |   |
|    Total Liabilities                                                                                                                                                             |   |   | 21,138,119 |   |   |   | 19,982,957 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| Commitments and contingencies                                                                                                                                                                   |   |   | - |   |   |   | - |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|                           STOCKHOLDERS’EQUITY (DEFICIT) |   |   |   |   |   |   |   |   |
| Preferred stock, $.001 par, 20,000,000 authorized:                                                                                                                                              |   |   |   |   |   |   |   |   |
|     Preferred stock A:  2,500 and nil issued and outstanding                                                                                                      |   |   | 3 |   |   |   |   |   |
|     Preferred stock B:  3,000 and nil issued and outstanding                                                                                                      |   |   | 3 |   |   |   | - |   |
|  Common stock:  $.001 par, 480,000,000 authorized;                                                                                                                               |   |   |   |   |   |   | - |   |
|     11,578,284 and 56,200 issued and outstanding                                                                                                                            |   |   | 11,578 |   |   |   | 562 |   |
|  Additional paid in capital                                                                                                                                                                |   |   | 4,467,471 |   |   |   | 3,971,679 |   |
|  Deficit                                                                                                                                                                                   |   |   | (8,851,421 | ) |   |   | (7,602,022 | ) |
|  Total TrinityCare Senior Living, Inc.'s Stockholders’ Equity (Deficit)                                                                                                              |   |   | (4,372,366 | ) |   |   | (3,629,781 | ) |
|   Noncontrolling interest                                                                                                                                                             |   |   | (862,820 | ) |   |   | - |   |
|     Total Stockholders’  Equity (Deficit)                                                                                                                   |   |   | (5,235,186 | ) |   |   | (3,629,781 | ) |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|     Total Liabilities and Equity (Deficit)                                                                                                                                  |   | $ | 15,902,933 |   |   | $ | 16,353,176 |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these consolidated financial statements                                                                                                          |   |

----

| TrinityCare Senior Living, Inc. and Subsidiaries                                       |   |
|----------------------------------------------------------------------------------------|--------|
| Consolidated Statements of Operations                                                  |   |
| For the Years Ended December 31, 2009 and 2008                                         |   |
|                                                                                   |   |   |   |   |   |   |
|                                                                                   |   | 2009 |   |   | 2008 |   |
|                                                                                   |   |   |   |   |   |   |
|  Revenues:                                                                        |   |   |   |   |   |   |
|   Resident revenue                                                           |   |   | 6,351,122 |   |   |   | 5,548,905 |   |
|   Publication revenue                                                        |   |   | 133,476 |   |   |   | 139,163 |   |
|     Total Revenues                                                 |   |   | 6,484,598 |   |   |   | 5,688,068 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Direct Costs                                                                     |   |   |   |   |   |   |   |   |
|   Direct labor                                                               |   |   | 1,113,391 |   |   |   | 1,271,378 |   |
|   Direct costs of operations                                                 |   |   | 651,761 |   |   |   | 686,755 |   |
|     Total Direct Costs                                             |   |   | 1,765,152 |   |   |   | 1,958,133 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Gross Profit                                                                     |   |   | 4,719,446 |   |   |   | 3,729,935 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Operating Costs                                                                  |   |   |   |   |   |   |   |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Selling, marketing and advertising                                               |   |   | 341,093 |   |   |   | 301,206 |   |
|   Publishing                                                                 |   |   | 129,950 |   |   |   | 90,330 |   |
|   Payroll expenses                                                           |   |   | 2,430,061 |   |   |   | 2,140,271 |   |
|  General and administrative                                                       |   |   | 247,498 |   |   |   | 163,720 |   |
|   Professional                                                               |   |   | 250,838 |   |   |   | 114,009 |   |
|   Insurance                                                                  |   |   | 244,390 |   |   |   | 278,531 |   |
|   Rent and facility                                                          |   |   | 986,136 |   |   |   | 1,058,380 |   |
|   Depreciation and amortization                                              |   |   | 579,004 |   |   |   | 559,210 |   |
|     total operating expenses                                       |   |   | 5,208,970 |   |   |   | 4,705,657 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Operating income (loss)                                                          |   |   | (489,524 | ) |   |   | (975,722 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
|    Interest expense                                                     |   |   | 1,312,015 |   |   |   | 1,260,110 |   |
|    Loss on derivative                                                   |   |   | 34,091 |   |   |   | - |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Net loss before noncontrolling interest                                          |   |   | (1,835,630 | ) |   |   | (2,235,832 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Noncontrolling interest in net loss                                              |   |   | 586,231 |   |   |   | 819,301 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Net Loss                                                                         |   | $ | (1,249,399 | ) |   | $ | (1,416,531 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|  Loss per share, basic and diluted                                                |   | $ | (0.26 | ) |   | $ | (25.21 | ) |
|  Basic and diluted weighted average number of common shares                       |   |   | 4,764,635 |   |   |   | 56,200 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these consolidated financial statements |   |

----

| TrinityCare Senior Living, Inc. and Subsidiaries         |
|----------------------------------------------------------|
| Consolidated Statements of Stockholders Equity (Deficit) |
| For the years ended December 31, 2009 and 2009           |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
|----------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|--------------------|---------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|---------|--------------------------------------------------------------------------------------|----------------------------------------------------------------------------------|---------------------------------------------------------------------------|---------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             | Additional                                                                | Retained                                                                  | TrinityCare                                                                                                                                             | Non                                                       | Total                                                                                                                                 |
|                                                     | Preferred Series A                                                                    |                                                                                  | Preferred Series B |                                                                      | Common Stock                                                                                | Paid In | Earnings                                                                             | Stockholders'                                                                    | Controlling                                                               | Stockholders'                                                             |
| Description                                              | Number                                                                                | Dollar                                                                                |               | Number                                                                    | Dollar                                                                                      |    | Number                                                                               | Dollar                                                                           | Capital                                                                   | (Deficit)                                                                 | Deficit                                                                                                                                                 | Interest                                                  | Deficit                                                                                                                               |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Balance, January 1, 2008                                 |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |              56,200 |              56 |       4,116,099                             |     (6,185,491)                                       |            (2,069,336)                                                                           |                                                      |        (2,069,336)                                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Distributions Paid                                       |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |        (256,950)                       |                                                                      |               (256,950)                                                           |                                                      |           (256,950)                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Equity Contribution by Members                           |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |          200,000             |                                                                      |                200,000                                                       |                                                      |             200,000                                                       |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Conversion of Debt to Member Equity                      |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |          (86,964)            |                                                                      |                 (86,964)                                                |                                                      |             (86,964)                                                      |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Net Loss for the year ended                              |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
|   December 31, 2008                            |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |     (1,416,531)                                       |            (1,416,531)                                                                           |                                                      |        (1,416,531)                                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Balance, December 31, 2008                               |               - |             -             |               |             - |               -       |    |              56,200 |              56 |       3,972,185                             |     (7,602,022)                                       |            (3,629,781)                                                                           |                                                      |        (3,629,781)                                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Share Transactions of Reverse Merger                     |     920,540                                                       |           921                       |               |                                                                      |                                                                                        |    |            (33,317)           |            (33)           |        (571,919)                       |            (5,214) |               (576,245)                                                           |                                                      |           (576,245)                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Issuance of Series B Preferred Stock                     |                                                                                  |                                                                                  |               |       3,000                                 |                3 |    |                                                                                 |                                                                             |          101,159             |                                                                      |                101,162                                                       |                                                      |             101,162                                                       |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Conversion of debt to common shares                      |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |         1,750,000                            |         1,750                            |          480,404             |                                                                      |                482,154                                                       |                                                      |             482,154                                                       |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Conversion of Preferred A to Common                      |   (918,040)                                                                 |         (918)                                 |               |                                                                      |                                                                                        |    |         9,180,401                            |         9,180                            |            (8,262) |                                                                      |                          - |                                                      |                       - |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Issuance of shares for services                          |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |            165,000            |            165            |          281,835             |                                                                      |                282,000                                                       |                                                      |             282,000                                                       |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Shares issued as an inducement to execute a note payable |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |              50,000 |              50 |            67,950  |                                                                      |                  68,000                                            |                                                      |               68,000                                            |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Issuance of shares for interest payments                 |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |              25,000 |              25 |            44,975  |                                                                      |                  45,000                                            |                                                      |               45,000                                            |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Acquisition of 5% of Pearland, LLC                       |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |            385,000            |            385            |            99,144  |                                                                      |                  99,529                                            |                                                      |               99,529                                            |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Preferred distributions in subsidiaries                  |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                          - |         (276,589) |           (276,589)                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Net Loss for the year ended                              |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
|   December 31, 2009                            |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |     (1,250,300)                                       |            (1,250,300)                                                                           |         (580,115) |        (1,830,415)                                                                                 |
|                                                     |                                                                                  |                                                                                  |               |                                                                      |                                                                                        |    |                                                                                 |                                                                             |                                                                      |                                                                      |                                                                                                                                                    |                                                      |                                                                                                                                  |
| Balance, December 31, 2009                               |         2,500                                 |               3 |               |       3,000                                 |                3 |    |       11,578,284                                       |       11,578                                       |       4,467,471                             |     (8,857,536)                                       |            (4,378,481)                                                                           |         (856,704) |        (5,235,185)                                                                                 |

----

| TrinityCare Senior Living, Inc. and Subsidiaries                                       |   |
|----------------------------------------------------------------------------------------|--------|
| Consolidated Statements of Cash Flows                                                  |   |
| For the Years Ended December 31, 2009 and 2008                                         |   |
|                                                                                   |   |   |   |   |
|                                                                                   |   |   | 2009 |   |   |   | 2008 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| Cash flows from operating activities:                                                  |   |   |   |   |   |   |   |   |
| Net income                                                                             |   | $ | (1,835,630 | ) |   | $ | (2,235,832 | ) |
| Adjustments to reconcile net income (loss)                                             |   |   |   |   |   |   |   |   |
| to net cash used for operating activities:                                             |   |   |   |   |   |   |   |   |
| Depreciation                                                                           |   |   | 579,004 |   |   |   | 568,755 |   |
| Loan amortization costs                                                                |   |   | 78,443 |   |   |   |   |   |
| Shares issued for services                                                             |   |   | 128,162 |   |   |   |   |   |
| Loss on derivate                                                                       |   |   | 34,091 |   |   |   |   |   |
| Cash provided by (used for):                                                           |   |   | - |   |   |   |   |   |
| (Increase) decrease in assets                                                          |   |   | - |   |   |   |   |   |
| Accounts receivable                                                                    |   |   | (74,272 | ) |   |   | (48,056 | ) |
| Prepaid expenses                                                                       |   |   | 105,332 |   |   |   | (128,614 | ) |
| Deposits and reserves                                                                  |   |   | 115,750 |   |   |   | (231,651 | ) |
| Increase (Decrease) in liabilities                                                     |   |   | - |   |   |   |   |   |
| Accounts payable                                                                       |   |   | 56,178 |   |   |   | 187,499 |   |
| Accrued liabilities                                                                    |   |   | 282,208 |   |   |   | (136,641 | ) |
| Deferred revenue                                                                       |   |   | 408,054 |   |   |   | 3,762 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| Net cash provided used in operating activities                                         |   |   | (122,680 | ) |   |   | (2,020,778 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                                                  |   |   |   |   |   |   |   |   |
| Purchase of property and equipment                                                     |   |   | (135,587 | ) |   |   | (120,105 | ) |
| Project development costs                                                              |   |   | (141,912 | ) |   |   | (9,120 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
| Net cash used in investing activities:                                                 |   |   | (277,499 | ) |   |   | (129,225 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                  |   |   |   |   |   |   |   |   |
| Loan costs                                                                             |   |   | (14,032 | ) |   |   | (179,683 | ) |
| Proceeds from mortgages                                                                |   |   | - |   |   |   | 7,065,528 |   |
| Repayment of mortgages                                                                 |   |   | (267,623 | ) |   |   | (5,286,177 | ) |
| Proceeds from loans                                                                    |   |   | 537,173 |   |   |   | 677,578 |   |
| Repayment of loans                                                                     |   |   | (2,050 | ) |   |   | (8,084 | ) |
| Contributions from subsidiary members                                                  |   |   |   |   |   |   | 200,000 |   |
| Distributions to subsidiary members                                                    |   |   | (89,334 | ) |   |   | (257,311 | ) |
|                                                                                   |   |   |   |   |   |   |   |   |
| Net cash provided by financing activities                                              |   |   | 164,134 |   |   |   | 2,211,851 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| Net increase in cash                                                                   |   |   | (236,045 | ) |   |   | 61,848 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| Cash,  beginning of year                                                     |   |   | 546,164 |   |   |   | 484,316 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| Cash, end of year                                                                 |   | $ | 310,119 |   |   | $ | 546,164 |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these consolidated financial statements |   |

----

| TrinityCare Senior Living, Inc. and Subsidiaries                                       |   |
|----------------------------------------------------------------------------------------|--------|
| Consolidated Statements of Cash Flows (con't)                                          |   |
| For the Years Ended December 31, 2009 and 2008                                         |   |
|                                                                                   |   | 2009 |   |   | 2008 |   |
| SUPPLEMENTAL CAS FLOW INFORMATION:                                                     |   |   |   |   |   |   |
| Non-cash activities                                                                    |   |   |   |   |   |   |
| Interest paid                                                                          |   | $ | 1,330,520 |   |   | $ | 1,185,375 |   |
| Taxes paid                                                                             |   | $ | - |   |   | $ | - |   |
|                                                                                   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these consolidated financial statements |   |
|                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                   |   |   |   |   |   |   |   |   |

----

----

|                                        | Date of                                                                                                                        |                               |
|---------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|------------------------------------|
| Company Name                                | Organization                                                                                                                   | Purpose of Entity                  |
|                                        |                                                                                                                           |                               |
| TrinityCare Senior Living, Inc.             |                                                                                                                           | Holding Company                    |
| TrinityCare Senior Living, LLC              | Formed during 1999, as PremierCare Senior Living, LLC;  re-organized July 13, 2005 as TrinityCare Senior Living, LLC | Management Company                 |
| TrinityCare Senior Living of Knoxville, LLC | October 25, 2004                                                                                                               | Facility – in operation      |
| TrinityCare Senior Living of Pearland, LLC  | January 12, 2000                                                                                                               | Facility- in operation             |
| T C Senior Living of Port Lavaca, LLC       | January 24, 2005                                                                                                               | Facility – in operation      |
| TrinityCare Terrace Senior Living, LLC      | June 24, 2009                                                                                                                  | Facility – under development |

----

----

----

|                                        |   | 2009   |   |   | 2008   |   |
|---------------------------------------------|--------|--------|--------|--------|--------|--------|
| TrinityCare Senior Living of Pearland, LLC  |   |   | 27.7   | %      |   |   | 22.5 | % |
| TrinityCare Senior Living of Knoxville, LLC |   |   | 15.2   | %      |   |   | 15.2 | % |
| T C Senior Living of Port Lavaca, LLC       |   |   | 44.7   | %      |   |   | 44.7 | % |
| TrinityCare Terrace Senior Living, LLC      |   |   | 66.5   | %      |   |   | - | % |

----

|                                           |   | December 31, 2009 |       |   | December 31, 2008 |   |
|------------------------------------------------|--------|-------------------|------------|--------|-------------------|--------|
| Machinery & Equipment                      |   | $                 | 511,196    |   |              | $      | 468,112 |   |
| Landscaping                                    |   |              | 326,750    |   |              |   | 310,505 |   |
| Furniture & Fixtures                       |   |              | 645,805    |   |              |   | 643,369 |   |
| Building                                       |   |              | 14,311,923 |   |              |   | 14,253,539 |   |
| Vehicles                                       |   |              | 132,328    |   |              |   | 132,328 |   |
| Office Equipment                               |   |              | 59,193     |   |              |   | 43,755 |   |
| Land                                           |   |              | 1,105,000  |   |              |   | 1,105,000 |   |
|    total property and equipment |   |              | 17,092,195 |   |              |   | 16,956,608 |   |
| Accumulated depreciation                       |   |              | (2,590,874 | )      |              |   | (2,015,398 | ) |
|    property and equipment, net  |   | $                 | 14,501,321 |   |              | $      | 14,941,210 |   |

----

|                                                                                                                                                            |   |   |   |   | December 31, |   |      | December 31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------------|--------|-----------|--------------|--------|
|                                                                                                                                                            |   |   |   |   | 2009         |   |      | 2008         |   |
| Line of credit payable to bank collateralized by corporate assets.  Total line is $80,000, as of December 31, 2009 $3,028 (2008 - $978) is available. |   |   | (1     | )      |         | $      | 76,972    |         |   | $ | 79,022 |   |
|                                                                                                                                                            |   |   |   |   |         |   |      |         |   |   |   |   |
| Current Portion of Long-Term Debt                                                                                                                               |   |   |   |   |         | $      | 6,200,167 |         |   | $ | 5,661,069 |   |
|                                                                                                                                                            |   |   |   |   |         |   |      |         |   |   |   |   |

| Mortgage and notes payable to banks collateralized by real estate, due in monthly installments |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |
|------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   | December 31,2009 |   | December 31,2008 |   |
|                                                                                           |   | Knoxville                                                                                                                                                                                                                                                                                                                                            |   | (2     | ) |   | $ | 6,043,166 |   |   | $ | 6,250,265 |   |
|                                                                                           |   | Pearland                                                                                                                                                                                                                                                                                                                                             |   | (3     | ) |   |   | 6,296,845 |   |   |   | 6,357,370 |   |
|                                                                                           |   | Port Lavaca                                                                                                                                                                                                                                                                                                                                          |   | (4     | ) |   |   | 5,375,426 |   |   |   | 5,375,425 |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   | 17,715,437 |   |   |   | 17,983,060 |   |
|                                                                                           |   | Less current portion                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   | 6,200,167 |   |   |   | 5,661,069 |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   | $ | 11,515,270 |   |   | $ | 12,321,991 |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   | December 31,2009 |   | December 31,2008 |   |
| Long-term debt payable to individuals:                                                         |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |
|                                                                                           |   | TCSL                                                                                                                                                                                                                                                                                                                                                 |   | (5     | ) |   | $  | 49,264 |   |   |  $ | 52,084 |   |
|                                                                                           |   | Knoxville instalment                                                                                                                                                                                                                                                                                                                                 |   | (6     | ) |   |   | 5429 |   |   |   | 10992 |   |
|                                                                                           |   | Knoxville                                                                                                                                                                                                                                                                                                                                            |   | (7     | ) |   |   | 200,000 |   |   |   | 150,000 |   |
|                                                                                           |   | Port Lavaca                                                                                                                                                                                                                                                                                                                                          |   | (8     | ) |   |   | 200,000 |   |   |   | 200,000 |   |
|                                                                                           |   | TCSL, payable to member                                                                                                                                                                                                                                                                                                                              |   | (9     | ) |   |   | 498,113 |   |   |   | 482,153 |   |
|                                                                                           |   | Terrace                                                                                                                                                                                                                                                                                                                                              |   | (10    | ) |   |   | 50,000 |   |   |   |   |   |
|                                                                                           |   | TCSL                                                                                                                                                                                                                                                                                                                                                 |   | (11    | ) |   |   | 448,418 |   |   |   |   |   |
|                                                                                           |   | TCST                                                                                                                                                                                                                                                                                                                                                 |   | (12    | ) |   |   | 32,000 |   |   |   |   |   |
|                                                                                           |   | less:  debt discount being amortized over term of debt                                                                                                                                                                                                                                                                                     |   |   |   |   |   | (50,822 | ) |   |   |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   | $ | 1,432,402 |   |   | $ | 895,229 |   |
|                                                                                           |   | Total Long-Term Debt                                                                                                                                                                                                                                                                                                                                 |   |   |   |   | $ | 12,947,672 |   |   | $ | 13,217,220 |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Notes to debt instruments:                                                                     |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (1                                                                                             | )      | Line of credit with Wells Fargo Bank bearing interest at Prime plus 7.25% expiring April, 2010.                                                                                                                                                                                                                                                      |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (2                                                                                             | )      | Note payable due Citizens National Bank of Sevierville bearing interest at 7% and due on July 13, 2013.                                                                                                                                                                                                                                              |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (3                                                                                             | )      | Note payable due Davis-Penn Mortgage Co. bearing interest at 5.75% and due on June 1, 2043.                                                                                                                                                                                                                                                          |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (4                                                                                             | )      | Interest only note payable due Trustmark National Bank bearing interest at 2.75% above LIBOR and due on March 31, 2010. The Company has an option to extend this note for an additional 42 months said extension to be amortized over 25 years.                                                                                                      |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (5                                                                                             | )      | Note payable to Citizens National Bank of Sevierville bearing interest at 6.95% and due on November 11, 2011.                                                                                                                                                                                                                                        |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (6                                                                                             | )      | Instalment loan, collateralized by equipment                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (7                                                                                             | )      | Note payable to individual bearing interest of 10% and due on December 31, 2012.                                                                                                                                                                                                                                                                     |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (8                                                                                             | )      | Note payable to individual bearing interest of 10% and due on December 31, 2012.                                                                                                                                                                                                                                                                     |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (9                                                                                             | )      | Note payable to an Officer, Director and Shareholder, for loans to the Company bearing interest at applicable federal rates.                                                                                                                                                                                                                         |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (10                                                                                            | )      | Short term note, unsecured, due April 28, 2009.  In lieu of interest, lender to receive a 1% interest in each of TrinityCare Senior Living of Katy, LLC.; TrinityCare Terrace Senior Living, LLC.; and TrinityCare Senior Living of Crossville, LLC.   The Company recognized the intrinsic value of the interest at 8.25%. |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (11                                                                                            | )      | Note payable to Founders Bank bearing interest of 6.50% due July1, 2010.  The loan is guaranteed by both the Company's President and an individual who is a Company Shareholder.                                                                                                                                                           |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
| (12                                                                                            | )      | Note payable to an Officer, Director and Shareholder, for loans to the Company bearing interest at 12% due February 12, 2010.                                                                                                                                                                                                                        |   |
|                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |   |
|   |   |                       |   |   |   |   |   |             |   |   |             |        |   |
|--------|--------|----------------------------|--------|--------|--------|--------|--------|------------------|--------|--------|------------------|-------------|--------|
|   |   |                       |   |   |   |   |   | December 31,2009 |   |   | December 31,2008 |        |
|   |   | Long-term debt maturities: |   |   |   |   |   |             |   |   |             |        |   |
|   |   | 2010                       |   |   |   |   |   |             |   |   |             | 289,202     |   |
|   |   | 2011                       |   |   |   |   |   | 301,898          |   |   |             | 353,296     |   |
|   |   | 2012                       |   |   |   |   |   | 651,091          |   |   |             | 1,159,032   |   |
|   |   | 2013                       |   |   |   |   |   | 513,554          |   |   |             | 11,415,690  |   |
|   |   | 2014 thereafter            |   |   |   |   |   | 11,481,129       |   |   |             |        |   |
|   |   |                       |   |   |   |   |   | $12,947,672      |   |   |             | $13,217,220 |   |
|   |   |                       |   |   |   |   |   |             |   |   |             |        |   |

----

|          |   |              |      |   |              |   |
|---------------|--------|-------------------|-----------|--------|-------------------|--------|
|          |   | December 31, 2009 |      |   | December 31, 2008 |   |
| Interest paid |   | $                 | 1,184,977 |   |              | $      | 1,185,375 |   |
|          |   |              |      |   |              |   |   |   |
| Taxes paid    |   | $                 | -         |   |              | $      | - |   |

| For the year ending December 31,      |   |   |   |
|---------------------------------------|--------|--------|--------|
|    2010                |   |   | 40,000 |   |
|    2011                |   |   | -      |   |
|    2012                |   |   | -      |   |
|    2013 and thereafter |   |   | -      |   |
|                                  |   | $      | 40,000 |   |

----

----

----

----

----

|    Dividend rate             |   |   | 0.000   | %      |
|---------------------------------------------|--------|--------|---------|--------|
|    Risk-free interest rate   |   |   | 0.06    | %      |
|    Expected lives            |   |   | 1.37    |   |
|    Expected price volatility |   |   | 476.088 | %      |
|    Forfeiture Rate           |   |   | 0.000   | %      |

| Statutory tax rate            |   |   | 34     | %      |
|-------------------------------|--------|--------|--------|--------|
| State tax rate                |   |   | 0      |   |
| Derivatives                   |   |   | (2)    |   |
| Non deductible expenses       |   |   | (1)    |   |
| Change in valuation allowance |   |   | (31)   |   |
|                          |   |   |   |   |
| Effective Tax Rate            |   |   | 0      | %      |
|                          |   |   |   |   |

----

|                   |   | 2009   |     |
|------------------------|--------|--------|----------|
|                   |   |   |     |
| Deferred tax assets:   |   |   |     |
| NOL Carryover          |   | $      | 118,092  |   |
| Related Party Payable  |   |   | 368      |   |
| Depreciation           |   |   | 843      |   |
|                   |   |   |     |   |
| Valuation allowance    |   |   | (119,303 | ) |
| Net deferred tax asset |   | $      | -        |   |

|                                    |   | 2009   |     |
|-----------------------------------------|--------|--------|----------|
|                                    |   |   |     |
| Book Income                             |   | $      | (487,266 | ) |
| Interest Payable                        |   |   | 368      |   |
| Depreciation                            |   |   | 843      |   |
| Meals & Entertainment               |   |   | 2,746    |   |
| Stock for Expense                       |   |   | 127,145  |   |
| Derivative Liability                    |   |   | 13,295   |   |
| Special Allocation of Subsidiary Losses |   |   | 224,777  |   |
| Valuation allowance                     |   |   | 118,092  |   |
|                                    |   | $      | -        |   |

|                                                                      |   | Year ended December 31, 2009 |   |   | Year ended December 31, 2008 |   |
|---------------------------------------------------------------------------|--------|------------------------------|--------|--------|------------------------------|--------|
| Balance, beginning of year                                                |   | $                            | -      |   |                         | $      | - |   |
|      Decreases in tax positions for prior years  |   | $                            | -      |   |                         | $      | - |   |
|      Increase in tax positions for prior years   |   | $                            | -      |   |                         | $      | - |   |
|      Increases in tax positions for current year |   | $                            | -      |   |                         | $      | - |   |
|      Settlements                                 |   | $                            | -      |   |                         | $      | - |   |
|      Lapse in statute of limitation              |   | $                            | -      |   |                         | $      | - |   |
|                                                                      |   | $                            | -      |   |                         | $      | - |   |
| Balance, end of year                                                      |   | $                            | -      |   |                         | $      | - |   |
|                                                                      |   |                         |   |   |                         |   |   |   |

----

----

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 

ITEM 9A(T).  CONTROLS AND PROCEDURES 

ITEM 9B. OTHER INFORMATION 

----

 

PART III 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 

| Name               | Position                          | Age |   | Year of Appointment |
|--------------------|-----------------------------------|-----|--------|---------------------|
| Donald W. Sapaugh  | President, CEO and Director       | 50  |   | 2009                |
| Joe M. Wiley       | CFO, Sec., Treasurer and Director | 62  |   | 2009                |
| Albert W. Denson   | Director                          | 50  |   | 2009                |
| Kirk B. Shulke, MD | Director                          | 54  |   | 2009                |

----

 

ITEM 11. EXECUTIVE COMPENSATION 

SUMMARY COMPENSATION TABLE 

|                                                            |             |   | Salary |    |   | Bonus  |   |   | Stock Awards |   |   | Options Awards |   |   | All Other Compensation |   |   | Total  |    |
|-----------------------------------------------------------------|------------------|--------|--------|---------|--------|--------|--------|--------|--------------|--------|--------|----------------|--------|--------|------------------------|--------|--------|--------|---------|
|  Name and Principal Position                               |   Year |   | ($)    |    |   | ($)    |   |   | ($)          |   |   | ($)            |   |   | ($)                    |   |   | ($)    |    |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |
| Donald W. Sapaugh                                               | 2009             |   | $      | 150,000 |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   |  $ | 6,487 |   |   | $ | 156,487 |   |
| President, CEO and Director (1)                                 |             |   | $      |    |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   |    | - |   |   | $ |   |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Joe M. Wiley                                                    | 2009             |   |   | -       |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   | $       | 78,000 |   |   | $ |  78,000 |   |
| CFO, Sec., Treasurer and Director  (2)                |             |   |   |    |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   | $       |   |   |   | $ |   |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Albert W. Denson                                                | 2009             |   |   |    |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   | $       |   |   |   | $ |   |   |
| Director (3)                                                    |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   | $       |   |   |   | $ |   |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Kirk B. Shulke, MD                                              | 2009             |   |   | -       |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   | $       |   |   |   | $ |   |   |
| Director  (3)                                         |             |   |   | -       |   |   |   | -      |         |   |   | -              |   |   |                   | -      |   |   |    | - |   |   |   | - |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
|  Jerry Neel, Jr.                                           | 2009             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| President, Secretary and Chairman of the Board of Directors (4) | 2008             |   | $      | 43,303  |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   | $ | 43,303 |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Jerry Neel, Sr.                                                 | 2009             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Director (4)                                                    | 2008             |   | $      | 20,308  |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   | $ | 20,308 |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Marisu Neel                                                     | 2009             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Treasurer/Director (4)                                          | 2008             |   | $      | 29,201  |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   | $ | 29,201 |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Sandra Neel                                                     | 2009             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |
| Director (4)                                                    | 2008             |   | $      | 6,769   |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   | $ | 6,769 |   |
|                                                            |             |   |   |    |   |   |   |   |         |   |   |           |   |   |                   |   |   |   |    |   |   |   |   |   |   |

| (1)   | On February 16, 2009 an employment agreement was entered into with Mr. Donald W. Sapaugh the President, CEO and Chairman of the Board.  The agreement provides that Mr. Sapaugh shall be compensated at the rate of $150,000 per year plus a bonus up to a maximum of 100% of salary, payable in cash or stock, based upon the achievement of the performanceobjectives defined by the Board of Directors.   In addition the employment agreement provides to Mr. Sapaugh 3,000 shares of preferred stock, series B. The preferred stock has the following rights and privileges: |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Super voting rights: Except as otherwise required by law, the shares of the outstanding Preferred series B stock shall have the number of votes equal to the number of votes of all outstanding shares of capital stock plus one additional vote such that the holders of the outstanding sharesof Preferred series B shall always constitute a majority of the voting rights of the Corporation.. 

| (2)   | There is no employment contract Joe M. Wiley, at this time. however, he entered into a Consulting Agreement with the Company on January 1, 2006, and is compensated at this time as a consultant at the rate of $6,500 per month. |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3)   | There is not employment contract with the named individual at this time.  Nor are there any agreements for compensation in the future.   A salary and stock options and warrants program may be developed in the future. |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4)   | Directors of JKAN, the predecessor company. |
|-----------------|---------------------------------------------|

----

|   | · | Simplicity, clarity, and fairness to both the employee and the Company; |
|--------|--------|-------------------------------------------------------------------------|
|   | · | Preservation of Company resources, including available cash; and        |
|   | · | Opportunity to receive fair compensation if the Company is successful.  |

|   | · | Base Salary and Benefits are designed to provide a minimum threshold to attract and retain employees identified as necessary for our success.                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | · | Cash Bonuses and equity awards are designed to provide supplemental compensation when the Company achieves financial or operational goals within the limits of our available resources. |

  

Board Compensation 

|  Name             |   | Fees Earned or Paid in Cash($) |   |   | Stock Awards($) |   |   | Option Awards($) |   |   | All Other Compensation($) |   |   | Total($) |   |
|------------------------|--------|--------------------------------|--------|--------|-----------------|--------|--------|------------------|--------|--------|---------------------------|--------|--------|----------|--------|
|                   |   |                           |   |   |            |   |   |             |   |   |                      |   |   |     |   |
| Donald W. Sapaugh (1)  |   |                           | -      |   |            |   | -      |             |   |   | -                         |   |   |     | -      |   |   |   | - |   |
| Joe M. Wiley (1)       |   |                           | -      |   |            |   | -      |             |   |   | -                         |   |   |     | -      |   |   |   | - |   |
| Albert W. Denson (1)   |   |                           | -      |   |            |   | -      |             |   |   | -                         |   |   |     | -      |   |   |   | - |   |
| Kirk B. Shulke, MD (1) |   |                           | -      |   |            |   | -      |             |   |   | -                         |   |   |     | -      |   |   |   | - |   |

----

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 

| Share Class |   | Outstanding |       |   | Conversion Factor |   |   | Common Share Equivalents |   |
|-------------|--------|-------------|------------|--------|-------------------|--------|--------|--------------------------|--------|
|        |   |        |       |   |              |   |   |                     |   |
| Class A     |   |        | 2,500      |   |              |   | 10     |                     |   |   | 25,000 |   |
| Class B     |   |        | 3,000      |   |              |   | -      |                     |   |   | - |   |
| Common      |   |        | 11,578,284 |   |              |   | 1      |                     |   |   | 11,578,284 |   |
|        |   |        |       |   |              |   |   |                     |   |   | 11,603,284 |   |
|        |   |        |       |   |              |   |   |                     |   |   |   |   |

| Name              |   | Number of Shares of Common Stock Beneficially Owned |      |   | Percentage of Common Stock Beneficially Owned |   |
|-------------------|--------|-----------------------------------------------------|-----------|--------|-----------------------------------------------|--------|
|              |   |                                                |      |   |                                          |   |
| Donald W. Sapaugh |   |                                                | 4,572,620 |   |                                          |   | 39.41 | % |
| Albert W. Denson  |   |                                                | 2,501,580 |   |                                          |   | 21.56 | % |
| Joe M. Wiley      |   |                                                | 344,800   |   |                                          |   | 2.97 | % |
| Kirk B Shulke     |   |                                                | 20,000    |   |                                          |   | 0.17 | % |

----

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 

  

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 

|    |   |        |   |                                                                                                                                                               |   |        |   |    |   |   |
|---------|--------|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|---------|--------|--------|
|    |   |        |   | Incorporated by Reference                                                                                                                                          |
| Exhibit |   |        |   |                                                                                                                                                               |   | Filing Date |   | Exhibit |
| Number  |   | Description |   | Form                                                                                                                                                               |   | with SEC    |   | Number  |
|    |   |        |   |                                                                                                                                                               |   |        |   |    |   |   |
|    | 31     | .1          |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                          |   | N/A         |   | N/A     |   | N/A    |
|    | 31     | .2          |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                          |   | N/A         |   | N/A     |   | N/A    |
|    | 32     | .1          |   | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |   | N/A         |   | N/A     |   | N/A    |
|    | 32     | .2          |   | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |   | N/A         |   | N/A     |   | N/A    |
|    | 21     | .1          |   | List Of Subsidiaries*                                                                                                                                         |   |        |   |    |   |   |

|   |   |            |
|--------|--------|-----------------|
| *      |   | Filed herewith. |

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SIGNATURES 

| DATED:  March 23, 2010 | By: /s/ Donald W. Sapaugh   |
|-----------------------------|-----------------------------|
|                        | Donald W. Sapaugh           |
|                        | President, CEO and Director |

| NAME                  | TITLE                             | DATE           |
|-----------------------|-----------------------------------|----------------|
|                  |                              |           |
| /s/ Donald W. Sapaugh |                              | March 23, 2010 |
| Donald W. Sapaugh     | President, CEO and Director       |           |
|                  |                              |           |
| /s/ Joe M. Wiley      |                              | March 23, 2010 |
| Joe M. Wiley          | CFO, Sec., Treasurer and Director |           |
|                  |                              |           |
|                  |                              |           |
| /s/ Albert W. Denson  |                              | March 23, 2010 |
| Albert W. Denson      | Director                          |           |
|                  |                              |           |
| /s/ Kirk B. Shulke    |                              | March 23, 2010 |
| Kirk B. Shulke        | Director                          |           |
|                  |                              |           |

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CERTIFICATION PURSUANT TO 

| 1.   | I have reviewed this Annual Report on Form 10-K of TrinityCare Senior Living, Inc. ; |
|----------------|-------------------------------------------------------------------------------------------|

| 2.   | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3.   | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4.   | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (a)   | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared; |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples; |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (c)   | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (d)   | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5.   | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (a)   | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

CERTIFICATION PURSUANT TO 

| 1.   | I have reviewed this Annual Report on Form 10-K of TrinityCare Senior Living, Inc. ; |
|----------------|-------------------------------------------------------------------------------------------|

| 2.   | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3.   | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4.   | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (a)   | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared; |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples; |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (c)   | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (d)   | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5.   | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (a)   | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b)   | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

CERTIFICATION PURSUANT TO 

----

CERTIFICATION PURSUANT TO 

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|   | Jurisdiction of Organization                |
|--------|---------------------------------------------|
|   | TrinityCare Senior Living, LLC              | Texas |
|   | TrinityCare Senior Living of Knoxville, LLC | Texas |
|   | TrinityCare Senior Living of Pearland, LLC  | Texas |
|   | T C Senior Living of Port Lavaca, LLC       | Texas |
|   | TrinityCare Terrace Senior Living, LLC      | Texas |
|   | TC Health Services, Inc.                    | Texas |
|   |                                        |   |
|   |                                        |   |
|   |                                        |   |
|   |                                        |   |
|   |                                        |   |
|   |                                        |   |

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