UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549





Form 10-Q








(Mark
      One)þ
            
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the Quarterly Period Ended March 31, 2009Oro
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the Transition Period
      From          to





Commission
file number: 333-140567





TRINITYCARE
SENIOR LIVING, INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            71-0822436(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.Employer
              Identification
      No.)


















227
East Edgewood Avenue


Friendswood,
TX 77546


(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)





(281)
482-9700


(ISSUER
TELEPHONE NUMBER)





J-Kan,
Inc.


1823
Phoenix Avenue


Ft. Smith, Arkansas 72903


(FORMER NAME OR FORMER
ADDRESS, IF CHANGED SINCE LAST REPORT)







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 periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes þ     No o







Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o     No o







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. (Check
one):




Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer o
            Smaller
      reporting company  þ


(Do not
check if a smaller reporting company)







Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes o     No þ







There
were ~1,772,883 shares of the Registrant’s common stock outstanding at May 15,
2009.






1
 Table of Contents





TRINITYCARE
SENIOR LIVING, INC.




Form 10-Q


For the Quarterly Period Ended
March 31, 2009




TABLE OF
CONTENTS




PagePART I. FINANCIAL
      INFORMATIONItem
      1.
            
            
            Consolidated
      Financial StatementsConsolidated Balance Sheets at
      March 31, 2009 (unaudited) and December 31,
      2008
            
            
            3Consolidated Statements of
      Income for the three months ended March 31, 2009 and 2008
      (unaudited)
            
            
            4Consolidated Statements of Cash
      Flows for the three months ended March 31, 2009 and 2008
      (unaudited)
            
            
            5Notes to Consolidated Financial
      Statements
            
            
            6Item
    2.
            
            
            Management’s Discussion and
      Analysis of Financial Condition and Results of
      Operations
            
            
            19Item
    3.
            
            
            Quantitative and Qualitative
      Disclosure About Market Risk
            
            
            26Item
    4T.
            
            
            Controls and
      Procedures
            
            
            26PART II.
      OTHER INFORMATIONItem
    1.
            
            
            Legal
      Proceedings
            
            
            27Item
    1A.
            
            
            Risk
      Factors
            
            
            27Item
    2.
            
            
            Unregistered Sales of Equity
      Securities and Use of Proceeds
            
            
            27Item
    3.
            
            
            Defaults Upon Senior
      Securities
            
            
            27Item
    4.
            
            
            Submission of Matters to a Vote
      of Security Holders
            
            
            27Item
    5.
            
            
            Other
      Information
            
            
            27Item
    6.
            
            
            Exhibits
            
            
            27Signatures
            
            
            27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit
32.2


CAUTIONARY
STATEMENT


EXCEPT
FOR THE HISTORICAL FINANCIAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED
IN THIS REPORT ON FORM 10-Q (AS WELL AS DOCUMENTS INCORPORATED HEREIN BY
REFERENCE) MAY BE CONSIDERED “FORWARD-LOOKING” STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS
INCLUDE DECLARATIONS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF
ENTORIAN TECHNOLOGIES INC. AND ITS MANAGEMENT, AND MAY BE EVIDENCED BY WORDS
SUCH AS WE “EXPECT,” “ANTICIPATE,” “TARGET,” “PROJECT,” “BELIEVE,” “GOALS,”
“ESTIMATE,” “POTENTIAL,” “PREDICT,” “MAY,” “MIGHT,” “COULD,” “INTEND,”
VARIATIONS OF THESE TYPES OF WORDS AND SIMILAR EXPRESSIONS. YOU ARE CAUTIONED
THAT ANY FORWARD-LOOKING STATEMENTS ARE NOT GUARANTIES OF FUTURE PERFORMANCE AND
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE INDICATED BY THESE FORWARD-LOOKING STATEMENTS. FACTORS
THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE THOSE DISCUSSED
UNDER “RISK FACTORS” AND ELSEWHERE IN THIS REPORT. ENTORIAN TECHNOLOGIES INC.
DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE.









2
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TrinityCare
Senior Living, Inc. and Subsidiaries


Balance
Sheets





March
      31,
                                                      
                                                      
                                                      December
      31,2009
                                                        (unaudited)
                                                      
                                                      
                                                      2008ASSETSCash
                                                      
                                                      $
                                                      415,751
                                                      
                                                      
                                                      $
                                                      546,164Accounts
      receivable
                                                      
                                                      
                                                      121,092
                                                      
                                                      
                                                      
                                                      81,620Prepaid
      expenses
                                                      
                                                      
                                                      302,640
                                                      
                                                      
                                                      
                                                      258,917Total
      Current Assets
                                                      
                                                      
                                                      839,483
                                                      
                                                      
                                                      
                                                      886,701Property
      and equipment
                                                      
                                                      
                                                      16,968,420
                                                      
                                                      
                                                      
                                                      16,956,608Accumulated
      depreciation
                                                      
                                                      
                                                      (2,158,100
                                                      )
                                                      
                                                      
                                                      (2,015,398
                                                      )14,810,320
                                                      
                                                      
                                                      
                                                      14,941,210Loan
      costs, net of accumulated amortization
                                                      
                                                      
                                                      242,708
                                                      
                                                      
                                                      
                                                      245,069Project
      development costs
                                                      
                                                      
                                                      40,216
                                                      
                                                      
                                                      
                                                      9,120Deposits
      and reserves
                                                      
                                                      
                                                      154,575
                                                      
                                                      
                                                      
                                                      271,076437,499
                                                      
                                                      
                                                      
                                                      525,265Total
      Assets
                                                      
                                                      $
                                                      16,087,302
                                                      
                                                      
                                                      $
                                                      16,353,176LIABILITIESAccounts
      payable
                                                      
                                                      $
                                                      461,273
                                                      
                                                      
                                                      $
                                                      482,487Accrued
      expenses
                                                      
                                                      
                                                      272,381
                                                      
                                                      
                                                      
                                                      404,122Deferred
      revenue
                                                      
                                                      
                                                      233,059
                                                      
                                                      
                                                      
                                                      139,037Line
      of credit
                                                      
                                                      
                                                      79,022
                                                      
                                                      
                                                      
                                                      79,022Current
      portion of long-term debt
                                                      
                                                      
                                                      5,751,904
                                                      
                                                      
                                                      
                                                      5,661,069Total
      Current Liabilities
                                                      
                                                      
                                                      6,797,639
                                                      
                                                      
                                                      
                                                      6,765,737Mortgage
                                                      
                                                      
                                                      12,164,427
                                                      
                                                      
                                                      
                                                      12,321,991Notes
      payable and other debt
                                                      
                                                      
                                                      937,213
                                                      
                                                      
                                                      
                                                      895,229Derivative
      liability
                                                      
                                                      
                                                      265,000
                                                      
                                                      
                                                      
                                                      -Total
      Long-Term Debt
                                                      
                                                      
                                                      13,366,640
                                                      
                                                      
                                                      
                                                      13,217,220Total
      Liabilities
                                                      
                                                      
                                                      20,164,279
                                                      
                                                      
                                                      
                                                      19,982,957STOCKHOLERS’
      EQUITY (DEFICIT)Preferred
      stock, $.01 par, 20,000,000 authorized:Series
      A, 920,540 and -0- shares issued and outstanding,
    respectively
                                                      
                                                      
                                                      9,205
                                                      
                                                      
                                                      
                                                      -Series
      B, 3,000 and -0- shares issued and outstanding,
    respectively
                                                      
                                                      
                                                      30
                                                      
                                                      
                                                      
                                                      -Common
      stock, $.01 par value, 100,000,000 authorized;  1,772,883 and 56,200
      issued and outstanding, respectively
                                                      
                                                      
                                                      17,729
                                                      
                                                      
                                                      
                                                      562Additional
      paid in capital
                                                      
                                                      
                                                      3,744,027
                                                      
                                                      
                                                      
                                                      3,971,679Minority
      interest
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Accumulated
      deficit
                                                      
                                                      
                                                      (7,847,968
                                                      )
                                                      
                                                      
                                                      (7,602,022
                                                      )Total
      Equity (Deficit)
                                                      
                                                      
                                                      (4,076,977
                                                      )
                                                      
                                                      
                                                      (3,629,781
                                                      )Total
      Liabilities and Stockholders’ Equity (Deficit)
                                                      
                                                      $
                                                      16,087,302
                                                      
                                                      
                                                      $
                                                      16,353,176


















The
accompanying notes are an integral part of these consolidated financial
statements







3
 Table of Contents





TrinityCare
Senior Living, Inc and Subsidiaries


Statements
of Operation


For
the Three Months Ended March 31,


(unaudited)




March
      31,2009
                        
                        
                        2008Revenues:Resident
      revenue
                        
                        
                        1,524,124
                        
                        
                        
                        1,269,172Publication
      revenue
                        
                        
                        22,877
                        
                        
                        
                        36,452Total
      Revenues
                        
                        
                        1,547,001
                        
                        
                        
                        1,305,624Direct
      CostsDirect
      labor
                        
                        
                        564,163
                        
                        
                        
                        599,227Direct
      costs of operations
                        
                        
                        169,131
                        
                        
                        
                        166,846Total
      Direct Costs
                        
                        
                        733,294
                        
                        
                        
                        766,073Gross
      Profit
                        
                        
                        813,707
                        
                        
                        
                        539,551Operating
      CostsAdvertising
                        
                        
                        35,471
                        
                        
                        
                        32,827Marketing
      and Selling
                        
                        
                        11,625
                        
                        
                        
                        13,132Publishing
                        
                        
                        35,015
                        
                        
                        
                        31,037Payroll
      expenses
                        
                        
                        132,956
                        
                        
                        
                        101,432General
      and administrative
                        
                        
                        69,308
                        
                        
                        
                        46,233Professional
                        
                        
                        72,759
                        
                        
                        
                        44,702Insurance
                        
                        
                        45,087
                        
                        
                        
                        59,194Rent
      and facility
                        
                        
                        244,899
                        
                        
                        
                        222,709Depreciation
      and amortization
                        
                        
                        155,062
                        
                        
                        
                        145,218Total
      Operating Expenses
                        
                        
                        802,182
                        
                        
                        
                        696,484Operating
      Income (loss)
                        
                        
                        11,525
                        
                        
                        
                        (156,933
                        )Interest
      Expense
                        
                        
                        257,471
                        
                        
                        
                        259,196Loss
      Before Minority Interest
                        
                        
                        (245,946
                        )
                        
                        
                        (416,129
                        )Minority
      Interest in Loss
                        
                        
                        -
                        
                        
                        
                        238,940Net
      Loss
                        
                        $
                        (245,946
                        )
                        
                        $
                        (177,189
                        )Loss
      per share, basic and diluted
                        
                        $
                        (0.03
                        )
                        
                        $
                        (3.15
                        )Basic
      and diluted weighted average number of common shares
                        
                        
                        7,825,148
                        
                        
                        
                        56,200




The
accompanying notes are an integral part of these consolidated financial
statements







4
 Table of Contents





TrinityCare
Senior Living, Inc and Subsidiaries


Statements
of Cash Flows


For
the Three Months Ended March 31,


(unaudited)





March
      31,2009
                                                                              
                                                                              
                                                                              2008Cash
      Flows from Operating Activities:Net
      loss
                                                                              
                                                                              $
                                                                              (245,946
                                                                              )
                                                                              
                                                                              $
                                                                              (177,189
                                                                              )Adjustment
      to reconcile Net Income to net cash provided by
      operations:Minority
      interest in net operating loss
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              (238,940
                                                                              )Depreciation
      and amortization
                                                                              
                                                                              
                                                                              155,063
                                                                              
                                                                              
                                                                              
                                                                              145,217Adjustment
      to property and equipment
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              105,253Changes
      in assets and liabilities:Accounts
      receivable
                                                                              
                                                                              
                                                                              (39,472
                                                                              )
                                                                              
                                                                              
                                                                              (79,108
                                                                              )Prepaid
      expenses
                                                                              
                                                                              
                                                                              (43,723
                                                                              )
                                                                              
                                                                              
                                                                              (19,793
                                                                              )Deposits
      and reserves
                                                                              
                                                                              
                                                                              116,501
                                                                              
                                                                              
                                                                              
                                                                              (2,251
                                                                              )Accounts
      payable
                                                                              
                                                                              
                                                                              (21,214
                                                                              )
                                                                              
                                                                              
                                                                              (95,327
                                                                              )Accrued
      expenses
                                                                              
                                                                              
                                                                              (131,741
                                                                              )
                                                                              
                                                                              
                                                                              (459,672
                                                                              )Deferred
      revenue
                                                                              
                                                                              
                                                                              94,022
                                                                              
                                                                              
                                                                              
                                                                              79,114Net
      Cash (Used) by Operating Activities
                                                                              
                                                                              
                                                                              (116,510
                                                                              )
                                                                              
                                                                              
                                                                              (742,696
                                                                              )Cash
      Flows from Investing Activities:Purchase
      of property and equipment
                                                                              
                                                                              
                                                                              (11,812
                                                                              )
                                                                              
                                                                              
                                                                              (39,121
                                                                              )Project
      development costs
                                                                              
                                                                              
                                                                              (31,096
                                                                              )
                                                                              
                                                                              
                                                                              (12,460
                                                                              )Net
      Cash (Used) by Operating Activities
                                                                              
                                                                              
                                                                              (42,908
                                                                              )
                                                                              
                                                                              
                                                                              (51,581
                                                                              )Cash
      Flows from Financing Activities:Loan
      costs
                                                                              
                                                                              
                                                                              (10,000
                                                                              )
                                                                              
                                                                              
                                                                              -Repayments
      on mortgages
                                                                              
                                                                              
                                                                              (66,729
                                                                              )
                                                                              
                                                                              
                                                                              (4,896,933
                                                                              )Proceeds
      from loans
                                                                              
                                                                              
                                                                              50,000
                                                                              
                                                                              
                                                                              
                                                                              5,560,103Repayments
      on loans
                                                                              
                                                                              
                                                                              (8,016
                                                                              )
                                                                              
                                                                              
                                                                              -Contributions
      from members
                                                                              
                                                                              
                                                                              63,750
                                                                              
                                                                              
                                                                              
                                                                              140,900Distribution
      to members
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -Net
      Cash Provided by Operating Activities
                                                                              
                                                                              
                                                                              29,005
                                                                              
                                                                              
                                                                              
                                                                              804,070Net
      (decrease) increase in Cash
                                                                              
                                                                              
                                                                              (130,413
                                                                              )
                                                                              
                                                                              
                                                                              9,793Cash
      at beginning of period
                                                                              
                                                                              
                                                                              546,164
                                                                              
                                                                              
                                                                              
                                                                              484,316Cash
      at end of period
                                                                              
                                                                              $
                                                                              415,751
                                                                              
                                                                              
                                                                              $
                                                                              494,109Supplemental
      cash flow information:Interest
      paid
                                                                              
                                                                              $
                                                                              257,471
                                                                              
                                                                              
                                                                              $
                                                                              261,428Taxes
      paid
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -




The
accompanying notes are an integral part of these consolidated financial
statements







5
 Table of Contents





TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008













NOTE
1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES






Organization




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.






The
Company originally operated its’ senior care facilities 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.






On
January 15, 2009, TCSL merged 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 members of TCSL (the “TrinityCare Equity-holders”) own a majority of the
voting stock of J-Kan, Inc.






Upon the
completion of the business merger, the Company 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.   Effective February 16, 2009, J-Kan, Inc. changed its
name to TrinityCare Senior Living, Inc.






Nature
of Business






TrinityCare
Senior Living partners 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.






The
company is a rapidly growing business, with three successful facilities in Texas
and Tennessee, with expansion into Louisiana and the Southeastern part of the
United States. It offers community living services, including meals,
housekeeping, laundry, transportation, social, spiritual and recreational
activity, and 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.






The
company also offers 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.




























6
 Table of Contents







TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)






Principles
of Consolidation




The
consolidated financial statements include the accounts of the Company and its
subsidiaries.  All significant intercompany accounts and transactions
have been eliminated.  The consolidated companies are:




Date
      ofCompany Name
                Organization
                Purpose of EntityTrinityCare
      Senior Living, Inc.  (formerly, J-Kan,
      Inc.)
                
                Holding
      CompanyTrinityCare
      Senior Living, LLC
                July
      13, 2005
                Management
      Company, wholly-owned subsidiary of TCSLTrinityCare
      Senior Living of Knoxville, LLC
                October
      25, 2004
                FacilityTrinityCare
      Senior Living of Pearland, LLC
                January
      12, 2000
                FacilityT C
      Senior Living of Port Lavaca, LLC
                January
      24, 2005
                Facility







Management
believes that there is only one business segment.






Basis
of Accounting






The
Company’s policy is to prepare its financial statements on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.  Revenues are recognized in the period in
which services are provided and earned.  Expenses are recognized in
the period in which they are incurred.






In the
opinion of management, all adjustments consisting of normal recurring
adjustments necessary for a fair statement of (a) the result of operations for
the three month periods ended March 31, 2009 and 2008; (b) the financial
position at March 31, 2009 and 2008, and (c) cash flows for the three month
period ended March 31, 2009 and 2008, have been made.






The
unaudited financial statement and notes are presented as permitted by Form 10-Q.
Accordingly, certain information and note disclosures normally included in the
financial statements prepared in accordance with accounting principals generally
accepted in the United States of America have been omitted. The accompanying
unaudited financial statements should be read in conjunction with the financial
statements for the years ended December 31, 2008 and 2007 and notes thereto in
the Company’s annual report on for the year ended December 31, 2008, filed with
the Securities and Exchange Commission in form 8K, filed April 30,
2009.  Operating results for the three months ended March 31, 2009 and
2008 are not necessarily indicative of the results that may be expected for the
entire year.







7
 Table of Contents







TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)






Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Management believes that these estimates are
reasonable and have been discussed with the Board of Directors; however, actual
results could differ from those estimates.






Financial
Instruments




The
Company’s balance sheets include the following financial instruments: cash,
accounts receivable, accounts payable, accrued expense, mortgages and notes
payable. The carrying amounts of current assets and current liabilities
approximate their fair value because of the relatively short period of time
between the origination of these instruments and their expected realization. The
carrying values of the mortgages and notes payable approximates fair value
based on borrowing rates currently available to the Company for instruments with
similar terms and remaining maturities.






Cash
and Cash Equivalents




For
purposes of the Consolidated Statements of Cash Flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.  The majority of cash is maintained with a
major financial institution in the United States.   Deposits with this
bank may exceed the amount of insurance provided on such
deposits.  Generally, these deposits may be redeemed on demand and,
therefore, bear minimal risk.






Accounts
Receivable






Accounts
receivable consist of amounts due for credit issued to resident customers for
facility rentals.   Revenue for service is recognized when
service is performed.  An allowance for doubtful accounts is considered to
be established for any amounts that may not be recoverable, which is based on an
analysis of the Company’s customer credit worthiness, and current economic
trends.  Bad debts are charged when a receivable is considered
uncollectible.  Based on management’s review of accounts receivable,
no allowance for doubtful accounts was considered
necessary.   Receivables are determined to be past due, based on
payment terms of original invoices.  The Company does not typically
charge interest on past due receivables.




























8
 Table of Contents







TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)






Property
and Equipment




Property
and equipment is stated at cost.  Depreciation of property and
equipment is computed on the straight-line basis over the estimated useful lives
of the assets, which range from five to thirty-one and one half
years.






In
accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for Impairment or Disposal of Long-Lived Assets," long-lived assets
such as property, equipment and identifiable intangibles are reviewed for
impairment whenever facts and circumstances indicate that the carrying value may
not be recoverable.  When required impairment losses on assets to be
held and used are recognized based on the fair value of the
asset.  The fair value is determined based on estimates of future cash
flows, market value of similar assets, if available, or independent appraisals,
if required.  If the carrying amount of the long-lived asset is not
recoverable from its undiscounted cash flows, an impairment loss is recognized
for the difference between the carrying amount and fair value of the
asset.  When fair values are not available, the Company estimates fair
value using the expected future cash flows discounted at a rate commensurate
with the risk associated with the recovery of the assets.  The Company
did not recognize any impairment losses for any periods presented.






Advertising
and Promotions






The
Company follows the policy of charging advertising, marketing and promotions to
expense as incurred.  Advertising expense was $35,471 and $32,827 for
the three month period ended March 31, 2009 and 2008, respectively, the majority
of which includes the cost of marketing staff for all of the
facilities.






Stock-Based
Compensation






In
December 2004, the Financial Accounting Standards Board (FASB) issued Statement
of Accounting Standards (SFAS) No. 123 (Revised 2004), “Share-Based Payment”
(SFAS 123R). SFAS 123R requires all share-based payments to employees, including
grants of employee stock options to be recognized as compensation expense in the
financial statements based on their fair values. That expense is recognized over
the period during which an employee is required to provide services in exchange
for the award, known as the requisite service period (usually the vesting
period).






Earnings
(Loss) per Share






The
Company follows SFAS No. 128, “Earnings Per Share.” Basic earnings (loss) per
share calculations are determined by dividing net income (loss) by the weighted
average number of shares outstanding during the year. Diluted earnings (loss)
per share calculations are determined by dividing net income (loss) by the
weighted average number of shares.














9
 Table of Contents












TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)






Variable
Interest Entities






We hold a
minority equity interest in ventures established to develop or acquire and own
senior living communities. Those ventures are generally limited liability
companies. Our equity interest in these ventures generally ranges from 20% to
60%.






FIN No.
46R, “Consolidation of Variable Interest Entities” (“FIN 46R”) addresses the
consolidation of entities to which the usual condition (ownership of a majority
voting interest) of consolidation does not apply.  This interpretation
focuses on controlling financial interests that may be achieved through
arrangements that do not involve voting interest.  If an enterprise
holds a majority of the variable interests of an entity, it would be considered
the primary beneficiary.  The primary beneficiary is generally
required to consolidate assets, liabilities and non-controlling
interests.






We review
all of our ventures to determine if they are variable interest entities
(“VIEs”). If a venture meets the requirements and is a VIE, we must then
determine if we are the primary beneficiary of the VIE. Estimates are required
for the computation and probability of estimated cash flows, expected losses and
expected residual
returns of the VIE to determine if we are the primary beneficiary of the VIE and
therefore required to consolidate the venture.  The entities included
in these consolidated statements have been identified as VIE’s requiring
consolidation.






Nature
and Classification of the Minority Interest in the Consolidated Financial
Statements






TrinityCare
Senior Living, LLC is the controlling interest of the affiliated group, since it
maintains an investment in each of the operating
facilities.   TCSL has a varying ownership investment in each
entity, as of March 31, 2009 and 2008, as follows:




2008
                
                
                2007TrinityCare
      Senior Living of Pearland, LLC
                
                
                22.7
                %
                
                
                22.7
                %TrinityCare
      Senior Living of Knoxville, LLC
                
                
                15.2
                %
                
                
                17.0
                %T C
      Senior Living of Port Lavaca, LLC
                
                
                44.7
                %
                
                
                47.6
                %




A non
controlling interest is the portion of the equity in a subsidiary not
attributable, directly or indirectly, to a parent.  A non controlling
interest, minority interest, is the ownership held by owners other than the
consolidating parent.   The noncontrolling interest is reported
in the consolidated statement of financial position separately from the parent's
equity, within the equity section of the balance sheet.  The minority
interest in the current year’s income (loss) is segregated from the earnings
(loss) attributable to the controlling parent.  Minority ownership
equity interest in the consolidating subsidiaries is increased by equity
contributions and proportionate share of the subsidiaries earnings and is
reduced by dividends, distributions and proportionate share of the subsidiaries
incurred losses.












10
 Table of Contents










TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
2:  PROPERTY
AND EQUIPMENT






Property
and equipment consist of:




March
      31, 2009
                        
                        
                        December
      31, 2008Machinery
      & Equipment
                        
                        $
                        468,939
                        
                        
                        $
                        468,112Landscaping
                        
                        
                        310,505
                        
                        
                        
                        310,505Furniture
      & Fixtures
                        
                        
                        633,877
                        
                        
                        
                        643,369Building
                        
                        
                        14,271,024
                        
                        
                        
                        14,253,539Vehicles
                        
                        
                        132,328
                        
                        
                        
                        132,328Office
      Equipment
                        
                        
                        46,747
                        
                        
                        
                        43,755Land
                        
                        
                        1,105,000
                        
                        
                        
                        1,105,000total
      property and equipment
                        
                        
                        16,968,420
                        
                        
                        
                        16,956,608Accumulated
      depreciation
                        
                        
                        (2,158,100
                        )
                        
                        
                        (2,015,398
                        )property
      and equipment, net
                        
                        $
                        14,810,320
                        
                        
                        $
                        14,941,210




Depreciation
of property and equipment was $142,702 and $140,358 for the three month period
ended March 31, 2009 and 2008, respectively.




NOTE
3:  DEBT


March 31,
      2009
                  
                  
                  
                  December
      31, 2008At
      March 31, 2009 and December 31, 2008, short-term debt consisted
      of:Line
      of credit payable to bank collateralized by corporate
      assets.  Total line is $80,000, as of December 31, 2008 $978
      available.TCSL
                  
                  
                  (1
                  )
                  
                  $
                  79,022
                  
                  
                  $
                  79,022Current
      Portion of Long-Term Debt
                  
                  
                  
                  
                  
                  
                  5,751,904
                  
                  
                  
                  5,661,069Total
      Short-Term Debt
                  
                  
                  
                  
                  
                  
                  5,830,926
                  
                  
                  
                  5,740,091








At March
31, 2009 and December 31, 2008, long-term debt consisted of:


Mortgage
      and notes payable to banks collateralized by real estate, due in monthly
      installmentsKnoxville
                  
                  
                  (2
                  )
                  
                  $
                  6,198,343
                  
                  
                  $
                  6,250,264Pearland
                  
                  
                  (3
                  )
                  
                  
                  6,342,563
                  
                  
                  
                  6,357,370Port
      Lavaca
                  
                  
                  (4
                  )
                  
                  
                  5,375,425
                  
                  
                  
                  5,375,42517,916,331
                  
                  
                  
                  18,046,135Less
      current portion
                  
                  
                  
                  
                  
                  
                  5,751,904
                  
                  
                  
                  5,661,069$
                  12,164,427
                  
                  
                  $
                  12,385,066





11
 Table of Contents





TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
3:  DEBT  (CONTINUED)


Long-term
      debt payable to individuals:TCSL
                
                
                (5
                )
                
                
                51,447
                
                
                
                52,084Knoxville
      installment
                
                
                (6
                )
                
                
                9,612
                
                
                
                10,992Knoxville
                
                
                (7
                )
                
                
                200,000
                
                
                
                150,000Port
      Lavaca
                
                
                (8
                )
                
                
                200,000
                
                
                
                200,000TCSL,
      payable to member
                
                
                (9
                )
                
                
                476,154
                
                
                
                482,153$
                937,213
                
                
                $
                895,229Total
      Long-Term Debt
                
                
                
                
                
                $
                13,101,640
                
                
                $
                13,217,220





Notes
      to debt instruments:(1
            )
            Line
      of credit with Wells Fargo Bank bearing interest at Prime plus 7.25%
      expiring September, 2009.(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 June 30, 2009. 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
            )
            Installment
      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 Member for loans to the Company bearing interest at applicable
      federal rates.







March
      31, 2009
                    
                    
                    December
      31, 2008Long-term
      debt maturities:2009
                    
                    $
                    5,751,904
                    
                    
                    $
                    5,661,0692010
                    
                    
                    388,839
                    
                    
                    
                    289,2032011
                    
                    
                    447,879
                    
                    
                    
                    353,2962012
                    
                    
                    822,109
                    
                    
                    
                    1,159,0322013
      thereafter
                    
                    
                    11,442,813
                    
                    
                    
                    11,415,690$
                    18,853,544
                    
                    
                    $
                    18,878,290





Interest
paid during the three month period ended March 31, 2009 and 2008 amounted to
$257,471 and $259,196, respectively.




















12
 Table of Contents





TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008












NOTE
4:  COMMITMENTS AND CONTINGENCIES





The
Company leases an office space under an operating lease with Donald W. Sapaugh,
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 property
taxes, 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.




Rent
expense was $12,000 and $12,000 for the three months ended March 31, 2009 and
2008, respectively.




At March
31, 2009, the minimum lease payments under the terms of the lease agreement were
as follows:




For
      the year ending December 31,2009
                      
                      $
                      36,0002010
                      
                      
                      40,0002011
                      
                      
                      -2012
                      
                      
                      -2013
      and thereafter
                      
                      
                      -$
                      76,000







From time
to time the Company may be a party to litigation matters involving claims
against the Company.  Management believes that there are no current
matters that would have a material adverse effect on the Company’s financial
position or results of operations.







NOTE
5:  RECENT ACCOUNTING PRONOUNCEMENTS




Current
Adoption of New Accounting Pronouncements






In
December 2007, the FASB issued SFAS No. 160; Noncontrolling Interest in
Consolidated Financial Statements, and amendment of ARB 51, which changes
the accounting and reporting for minority interest.  Minority interest
will be recharacterized as noncontrolling interest and will be reported as
component of equity separate from the parent's equity, and purchases or sales of
equity interests that do not result in change in control will be accounted for
as equity transactions.  In addition, net income attributable to the
noncontrolling interest will be included in consolidated net income on the date
of the income statement and, upon a loss of control, the interest sold, as well
as any interest retained, will be recorded at fair value with any gain or loss
recognized in earnings.  SFAS No. 160 is effective for the Company
beginning January 1, 2009 and will apply prospectively, except for the
presentation and disclosure requirements, which will apply
retrospectively.  The adoption of SFAS 160 had no impact on the
Company’s balance sheet or results of operation.  Prior to the
adoption of SFAS 160, minority interest had been reduced, due to their
proportionate losses, to the extent of their investment.  The current
financials recognize that the current losses exceed the basis and therefore have
not impacted the financial condition.  However, the portion of loss
that is attributable to minority interest is excluded due to the minority
interest deficit, resulting in the recognition of minority interest loss in the
results of operations.







13
 Table of Contents





TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
5:  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)




In
April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of
Intangible Assets(“FSP FAS 142-3”). FSP FAS 142-3 amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS No. 142,
Goodwill and Other Intangible
Assets(“SFAS 142”). The intent of FSP FAS 142-3 is to improve the
consistency between the useful life of a recognized intangible asset under SFAS
142 and the period of expected cash flows used to measure the fair value of the
asset under SFAS 141(R) and other applicable accounting literature. FSP FAS
142-3 is effective for financial statements issued for fiscal years beginning
after December 15, 2008.  The adoption of FSP FAS 142-3 has had no
impact on its results of operations or financial condition






In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted
in Share-Based PaymentTransactions Are Participating Securities(“FSP EITF 03-6-1”), which
addresses whether instruments granted in share-based payment transactions are
participating securities prior to vesting and, therefore, need to be included in
the computation of earnings per share under the two-class method described in
SFAS No. 128, Earnings per Share. FSP EITF 03-6-1 is effective retrospectively
for financial statements issued for fiscal years and interim periods beginning
after December 15, 2008. The adoption of FSP EITF 03-6-1 did not materially
impact the Company’s financial condition and results of operations.






In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active (“FSP
157-3”), to clarify the application of the provisions of SFAS 157 in an inactive
market and how an entity would determine fair value in an inactive market. FSP
157-3 was effective upon issuance and applies to the Company’s current financial
statements. The application of the provisions of FSP 157-3 did not affect the
Company’s results of operations or financial condition for the period ended
March 31, 2009.






In June
2008, the FASB issued EITF No. 07-5, Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock, effective for
financial statements issued for fiscal periods and interim periods beginning
after December 15, 2008. EITF No.07-5 provides guidance for determining whether
an equity-linked financial instrument (or embedded feature) is indexed to an
entity’s own stock. The adoption of EITF No. 07-5 did not have a material effect
on the Company’s financial statements.






Future
Adoption of New Accounting Pronouncements






In
December 2008, the FASB issued FSP SFAS 132(R)-1,Employers’ Disclosures about
Postretirement Benefit Plan Assets. FSP SFAS 132(R)-1 requires an employer to
provide certain disclosures about the assets held by its defined benefit
pension or other postretirement plans. The required
disclosures include the investment policies and strategies of the
plans, the fair value of the major categories of plan assets, the inputs
and valuation techniques used to develop fair value measurements and a
description of significant concentrations of risk in plan assets. FSP SFAS
132(R)-1 is
effective for fiscal years ending after December 15, 2009. The Company does
not expect the adoption of FSP SFAS 132(R)-1 to have a material
impact on its Financial Statements.














14
 Table of Contents







TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
5:  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)




In April
2009, the FASB issued FSP SFAS No. 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly. Under FSP
SFAS No. 157-4,
transactions or quoted prices may not accurately reflect fair value if anentity determines that there has been a significant decrease in the
volume and level of activity for the asset or the liability in relation to
the normal market activity for the asset or liability (or similar assets or
liabilities). In addition, if there is evidence that the transaction for the
asset or liability is not orderly, the entity shall place little, if any
weight on that transaction price as an indicator of fair value. FSP SFAS
No. 157-4 is
effective for periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009 subject to the
early adoption of FSP SFAS No. 115-2 and SFAS No.
124-2. The
Company did not elect to early adopt FSP SFAS No. 157-4; however, it does not
expect the adoption to have a materialimpact on its Financial
Statements.






In April
2009, the FASB issued FSP SFAS No. 115-2 and SFAS No.
124-2,Recognition and
Presentation of Other-Than-Temporary
Impairments (“FSP SFAS No. 115-2”). FSP SFAS No.
115-2
provides new guidance on the recognition and presentation of
other-than-temporary impairments
(“OTTI”) for fixed maturity securities that are classified as
available-for-sale and held-to-maturity if
management does not intend to sell the impaired security and it is more
likely than not it will not be required to sell the impaired security
before the recovery of its amortized cost basis. The Company does not
have investments in fixed maturity securities and, accordingly, expects no
impact from adoption of this pronouncement.






In April
2009, the FASB issued FSP SFAS No. 107-1 and Accounting
Principles Board (“APB”) No. 28-1,Interim Disclosures about Fair Value
of Financial Instruments (“FSP SFAS No. 107-1”). FSP SFAS No.
107-1 amends
SFAS No. 107,Disclosures about Fair Value of
Financial Instruments to require fair value of financial instrument
disclosure in interim financial statements and amends APB No. 28, Interim Financial Reporting,
to require those disclosures in all interim financial statements. The provisions
of FSP SFAS No. 107-1 are effective for
interim periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. The Company did
not elect to early adopt FSP SFAS No. 107-1; however, it does
not expect the adoption to have a material impact on its Financial
Statements.




NOTE
6:  EQUITY




Common
Stock






We were
authorized to issue 100,000,000 shares of common stock with $0.01 par value per
share.  As part of the reorganization and reincorporation which was
effective on February 16, 2009, the Directors authorized a 1:30 reduction in the
authorized common shares, thus reducing the number of common shares authorized
to 3,333,333.  As of the date of February 17, 2009, the common shares
issued combined with the convertible preferred shares issued (which vote on an
as converted basis, and are eligible to be converted when adequate shares of
common are available), combined have voting rights of
10,978,267.  Shares outstanding have been adjusted for the effect of
the reverse stock-split on prior periods presented.




Common
stock holders shall exclusively posses all voting power. Each holder of shares
of common stock shall be entitled to one vote for each share held by such
holders. Common stockholders do not have pre-emptive rights to purchase any
unissued stock of any class or series.





15
 Table of Contents







TrinityCare
Senior Living, Inc. and Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008









NOTE
6:  EQUITY (CONTINUED)




Preferred
Stock






The
Nevada Articles of Incorporation authorizes the issuance of up to 20,000,000
shares of serial preferred stock, without any action on the part of the
stockholders. Shares of our serial preferred stock with voting rights could be
issued and would then represent an additional class of stock required for
shareholder approval of a transaction. If the board of directors determined to
issue an additional class of voting preferred stock it could dilute the voting
rights of the holders of common stock and have preference over the common stock
as to dividends or distributions in liquidation of the Company.




Shares of
preferred stock maybe issued in one or more additional series (see below for
series detail). The board of directors may determine, in whole or in part, the
preferences, voting powers, qualifications and special or relative rights or
privileges of any such series before the issuance of any shares of that series.
The board of directors shall determine the number of shares constituting each
series of Preferred Stock and each series shall have a distinguishing
designation. Each share of each series of serial preferred stock shall have the
same relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series,
except the times from which dividends on shares which may be issued from time to
time of any such series may begin to accrue.  Preferred stockholders
have liquidation preference over common stockholders.  Preferred
stockholders do not have pre-emptive rights to purchase any unissued stock of
any class or series.





Preferred
stock, series A:


Each
share of preferred stock series A is convertible into 10 common shares,
convertible at the option of the shareholder.





Preferred
stock, series B:


Each
preferred share, series B has voting rights equivalent to 10 common
shares.  The current outstanding preferred stock, series B holders
have approximately 67% of the current outstanding voting rights.







Options
and Warrants and Derivative Liability




Prior to
TCSL’s merger, the Company entered into an agreement with an investor in a
subsidiary.  The terms of the agreement allows the holder to make a
direct purchase of the holding company (TCSL) common stock.  The term
of the investment of $100,000 shall be exercisable until May 15,
2011.  The investment shall equal stock valued at
$300,000.  The calculation for the number of shares issued in exchange
for the $100,000 investment shall equal the closing price of the publicly traded
stock over the previous 20 trading days.  The investor has agreed to a
Lock Up / Leak Out agreement, whereby the investor will limit any sale of stock
to 10% of the original holdings within any month.















16
 Table of Contents




TrinityCare Senior Living, Inc. and
Subsidiaries





Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008







NOTE
6:  EQUITY (CONTINUED)





The above
option was valued to estimate the value of the common stock’s discount
option.  The option value calculated resulted in an amount in excess
of the stock value less the purchase price.  The option is valued at
$265,000 in excess of the $100,000 option price, and therefore recorded as a
liability.





The
following assumptions were used in the valuation calculation:





Dividend
      rate
                
                
                0.000
                %Risk-free
      interest rate
                
                
                1.390
                %Expected
      lives
                
                
                2.4Expected
      price volatility
                
                
                158.595
                %Forfeiture
      Rate
                
                
                0.000
                %







Stock
Purchase Agreement






Prior to
the business combination Mr. Jerry Neel, Jr. invested $50,000 into TrinityCare
Senior Living, LLC and was awarded a commensurate ownership percentage. As part
of his investment he was given a “Look Back” provision, whereby the stock
valuation at the anniversary of the issuance of shares (February 16, 2009) on a
trailing 20 day basis must exceed $1.50 per share. The Look Back provision
expires on February 16, 2010. The maximum number of shares to be issued to Mr.
Neel cannot exceed 300,000 and may be zero. As of March 31, 2009, the amount of
shares which could be owed to Mr. Neel is zero, as the average share price for
the previous twenty closing days exceeded $1.50.











NOTE
7:  RELATED PARTY TRANSACTIONS




Note
payable, in the amount of $476,154, as of March 31, 2009, to a
Member.  The note is an unsecured promissory note, bearing interest at
a reasonable variable rate based on current applicable federal rates, currently
1.67%, payable in installments totaling $95,231 per year for five
years.






The
amounts and terms of the above transaction may not necessarily be indicative of
the amounts and terms that would have been incurred had comparable transactions
been entered into with independent third parties.












































17
 Table of Contents




TrinityCare Senior Living, Inc. and
Subsidiaries




Notes
to Consolidated Financial Statements




As
of March 31, 2009 and 2008










NOTE
8:  SUBSEQUENT EVENTS




On May
10, 2009 the Company entered into a non-binding agreement with AVA Limited to
develop an 82 unit senior living facility in Katy, Texas. It is anticipated
to close by July 31, 2009. The land contributed has an approximate fair
value of $1,900,000, and the total project cost is expected be
approximately $10,000,000.






The
Company entered into a non-binding agreement with Tapestry, LLC, to develop an
82 unit senior living facility in Crossville, Tennessee on May 11,
2009. It is anticipated to close by July 31, 2009. The land contributed has an
approximate value of $1,600,000, and the total project cost will be
approximately $10,000,000






The
Company has entered into an Agreement with Wells Fargo Bank for the
financing of a project in Pearland, Texas which will be called Trinity
Terrace. The mortgage amount is expected to be $7.5M.  The Company and
Wells Fargo are in the process of formally submitting the pre-application
for HUD’s LEAN Section 232 program.  (Section 232 is an FHA-Insured
loan product that covers housing for the frail elderly, those in need of
supportive services.  The program also includes nursing homes, assisted
living facilities, and board and care housing).






The
Company has also entered into an Agreement with Wells Fargo Bank for the
refinancing of its TrinityCare Senior Living of Knoxville, LLC project. The
refinance, if the waiver is accepted by HUD, will permit the amortization of the
loan to be extended from 17 years to 37 years, and lower the interest rate.
Estimated savings could be as high as $180,000 per year in cash flow. Formal
submission to HUD for approval of the waiver is anticipated by May
31.2009.






The
Company is in final negotiations for expansion with certain parties in
Shreveport, Louisiana, and Covington, Louisiana.



















18
 Table of Contents








Item 2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations







The following discussion should be
read together with the information contained in our consolidated financial
statements, including the related notes, and other financial information
appearing elsewhere herein. This management’s discussion and analysis contains
certain forward-looking statements that involve risks and uncertainties.
Although we believe the expectations reflected in such forward looking
statements are based on reasonable assumptions, there can be no assurance that
our expectations will be realized. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of
various factors including, but not limited to, our ability to raise funds; our
ability to achieve the anticipated savings from our cost-savings program; the
outcome of the SEC’s investigation; the outcome of the Trinity OIG investigation
and qui tam proceeding; our ability to continue to recognize income from
refinancing and sales of communities by ventures; risk of changes in our
critical accounting estimates; risk of further write-downs or impairments of our
assets; risk of future fundings of guarantees and other support arrangements to
some of our ventures, lenders to the ventures or third party owners; risk of
declining occupancies in existing communities or slower than expected leasing of
new communities; development and construction risks; risks associated with past
or any future acquisition; compliance with government regulations; risk of new
legislation or regulatory developments; business conditions; competition;
changes in interest rates; unanticipated expenses; market factors that could
affect the value of our properties; the risks of further downturns in general
economic conditions; availability of financing for development. We assume no
obligation to update or supplement forward-looking statements that become untrue
because of subsequent events.







Unless the context suggests
otherwise, references herein to “TrinityCare,” the “Company,” “we,” “us,” and
“our” mean TrinityCare Senior Living, Inc. and its consolidated
subsidiaries.







Financial information provided in
this Form 10-Q for periods subsequent to March 31, 2009 is preliminary
and remains subject to audit by H. J. & Associates.. As such, this
information is not final or complete, and remains subject to change, possibly
materially.







OVERVIEW







We are a
Nevada corporation and a provider of senior living services in the United
States, operating in Texas and Tennessee


.


At
December 31, 2008, we operated 3 communities in the United States, with a
total resident capacity of approximately 230. Our properties in Knoxville,
Tennessee and Port Lavaca, Texas obtained their certificate of occupancy in June
and July of 2007 respectively. The total occupancy of all 3 projects as of
December 31, 2008 (including deposits of future residents) was 203 out of 230
total units available, or 88.26%. 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).




Of the 3
communities that we operated at December 31, 2008, TrinityCare Senior
Living, Inc. was a minority unit holder in each. In addition, at
December 31, 2008, 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 in 2009.






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 assisted living 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.







19
 Table of Contents




BUSINESS






TrinityCare
Senior Living partners 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.






The
company is a rapidly growing business, with three successful facilities in Texas
and Tennessee, with expansion into Louisiana and the Southeastern part of the
United States. It offers community living services, including meals,
housekeeping, laundry, transportation, social, spiritual 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 health management programs; and ongoing exercise and
fitness classes.






The
company also offers 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.






About the
Senior Living Industry






The
senior living industry encompasses a broad spectrum of senior living service and
care options, which include adult day care, home healthcare, hospice care,
independent living, assisted living, memory care, and skilled nursing
care.  In all of these settings, seniors may elect to bring in
additional care and services as needed, such as home-health care (except in a
skilled nursing setting) and end-of-life or hospice care.




·
            Independent livingis
      designed to meet the needs of seniors who choose to live in an environment
      surrounded by their peers where they receive services such as
      housekeeping, meals and activities, but are not reliant on assistance with
      activities of daily living (for example, bathing, eating and dressing),
      although some residents may contract out for those
    services.


·
            Assisted livingmeets
      the needs of seniors who seek housing with supportive care and services
      including assistance with activities of daily living, Alzheimer’s care and
      other services (for example, housekeeping, meals and
      activities).


·
            Skilled nursingmeets
      the needs of seniors whose care needs require 24-hour skilled nursing
      services or who are receiving rehabilitative services following an adverse
      event (for example, a broken hip or
stroke).




TrinityCare
Senior Living provides only adult day care, independent living, assisted living
and memory care in an assisted living setting.




PROPERTIES




Currently
there are three locations, with development plans for an additional four
properties.




Current
facilities are:


- Trinity
Oaks of Pearland, TX


- Trinity
Hills of Knoxville, TN


- Trinity
Shores of Port Lavaca, TX





Future
and planned developments:


-
Pearland, Texas





20
 Table of Contents





-
Brazoria, Texas_


-
Covington, Louisiana


-
Shreveport, Louisiana


-
Crossville, Tennessee


- Katy,
Texas


-
Seymour, Tennessee





The
census data as of 3/31 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
                
                195
      units (86.3%)
                
                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 March 31, 2009
                
                TrinityCare
      Senior Living of Pearland
                
                
                TrinityCare
      Senior Living of Knoxville
                
                
                TC
      Senior Living of Port Lavaca
                
                
                TotalNet
      Book Value of Fixed Assets
                
                $
                5,117,260
                
                
                $
                6,175,326
                
                
                $
                4,159,460
                
                
                $
                15,452,046Appraised
      Value
                
                $
                9,540,000
                
                
                $
                9,500,000
                
                
                $
                6,800,000
                
                
                $
                25,840,000Unrealized
      Book Value
                
                $
                4,422,740
                
                
                $
                3,324,674
                
                
                $
                2,640,540
                
                
                $
                10,387,954Debt
                
                $
                6,342,563
                
                
                $
                6,198,343
                
                
                $
                5,375,425
                
                
                $
                17,916,331Net
      Unrealized Equity
                
                $
                3,197,437
                
                
                $
                3,301,657
                
                
                $
                1,424,575
                
                
                $
                7,923,669




TrinityCare
Senior Living of Pearland: Appraisal by Integra Realty Resources
9/27/2007






TrinityCare
Senior Living of Knoxville: Appraisal by HealthTrust, LLC 1/29/2008






TC Senior
Living of Port Lavaca: Appraisal by Health Care Advisory Group
11/9/2007











21




For industry Comparison the Value per
Unit is defined below:




As
      of March 31, 2009
                
                TrinityCare
      Senior Living of Pearland
                
                
                TrinityCare
      Senior Living of Knoxville
                
                
                TC
      Senior Living of Port Lavaca
                
                
                TotalNumber
      of Units
                
                
                80
                
                
                
                87
                
                
                
                63
                
                
                
                230Net
      Book Value of Fixed Assets/Unit
                
                $
                63,965
                
                
                $
                70,981
                
                
                $
                66,023
                
                
                $
                67,183Appraised
      Value/Unit
                
                $
                119,250
                
                
                $
                109,195
                
                
                $
                107,937
                
                
                $
                111,478Unrealized
      Book Value/Unit
                
                $
                55,285
                
                
                $
                38,214
                
                
                $
                41,914
                
                
                $
                44,295




Assisted
Living






Upon a
resident’s move-in to an assisted living community, 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
appropriate level 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 Reminiscence neighborhood,
which provides specially designed accommodations, service and care to support
cognitively impaired residents, including residents with Alzheimer’s disease. 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.
Daily 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 a 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
apartment


·
            Health
      promotion and exercise programs


·
            Medication
      management


·
            Personal
      laundry services


·
            Activities
      and spiritual events




We
subscribe to 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











22
 Table of Contents




Medication
Assistance




Many of
our assisted living residents also require assistance with their medication. To
the extent permitted by state law, the medication assistance program includes
the storage of medications, the distribution of medications as directed by the
resident’s physician and compliance monitoring.






Assisted Living Levels of
Care






We also
offer various levels of care for assisted living residents who require more
frequent or intensive assistance or increased care or supervision. We charge an
additional monthly fee based on increased staff hours of care and services
provided. These extended levels of care allow us, through consultation with the
resident, the resident’s family and the resident’s personal physician, to create
an individualized care and supervision program for residents who might otherwise
have to move to a more medically intensive community.




Memory
Care


We
believe our Memory Care units distinguish us from many other senior living
providers, as they are located within our building and are an active part of the
continuum of care of a TrinityCare facility. We provide a specialized
environment, extra attention, and care programs and services designed to meet
the special needs of people with Alzheimer’s disease, advanced dementia and
other related memory impairments. Specially trained staff members provide basic
care and other specifically designed care and services to these residents in
separate areas of our communities. Residents pay a higher daily rate based on
additional staff hours of care and services provided. Approximately 12% of our
residents reside in a Memory Care unit on March 31, 2009.


Independent
Living


In all of
our communities, we also offer independent living for residents. Independent
living offers the privacy and freedom of home combined with the convenience and
security of on-call assistance and a maintenance-free environment.


Senior Standard
©


The
Senior Standard is a monthly publication of TrinityCare, and a division of
TrinityCare Senior Living, LLC. Current distribution is in excess of 500,000 per
year, or about 50,000 per month. It is supported by local advertisers, and has
annual ad sales revenues in excess of $125,000 per year.  A sales
staff is compensated by TrinityCare for ads sold, and the paper is distributed
typically to: Churches, Country Clubs; Restaurants; Convenience stores; Car
Dealerships; Hair Salon; Small Businesses; Doctors Offices;
Hospitals.






Seniors In Touch
©




Seniors
In Touch ©, is a Family Communication System for Senior Adults under development
in a collaborative effort between Premier Outsourcing, Inc. and TrinityCare
Senior Living, LLC under an entity which is 55% owned by TrinityCare Senior
Living, LLC, called Seniors In Touch, LLC. This family communication system is
in process of being patented, and is specifically designed for senior adults.
With one finger you can access your favorite websites, send and receive an email
that has large print, or video or audio message. You can create a photo album
with the same finger and allow your family to upload their photos in your own
album. You can access this anytime you want. Since it’s a safe community where
you allow access to only those you want to communicate with, you have no Spam,
no unwanted visitors, and immediate access to all the information and
entertainment you desire. You never had to learn how to use the internet, or
“surf the web” or write an email – all these wonderful methods of learning and
communicating are delivered to you with the ease and simplicity of a
communication system designed for you, customized for seniors. The company will
initially deploy the product in its owned and managed
facilities.











23
 Table of Contents







Results of
Operations






For
the three months ended March 31, 2009 and 2008






Revenues






For the
three months ended March 31, 2009 and 2008 we generated revenues of $1,524,124
and $1,269,172, respectively from our resident operations.   The
increase was due to increases capacity and fulfilling rooms through new
residents.   Reduction in direct facility operating costs increased
gross profit, year over year by approximately $274,000.






Additionally,
we received $22,877 and $36,452 for the three months ended March 31, 2009 and
2008, from advertising revenue from our Senior Standard monthly
publication.   The decrease in publication revenue is believed to
be a general effect of the economic conditions on
advertising.






Operating
Expenses






Operating
costs were incurred in the amount of $802,182 and $696,484 for the three months
ended March 31, 2009 and 2008.  The increase was attributable to the
volume increase in resident revenue.  Additionally, there has been an
increase in professional fees increasing due to public filing
requirements.






Net Loss






Net
losses incurred in all periods presented have been primarily due to the
operating costs.  These expenses resulted in the net losses, net of
minority interests, in the amount of $245,946 and $177,189 for the three months
end March 31, 2009 and 2008 respectively.   There was no significant
year over year change in the three month periods net loss, although positive
revenue trends continue, but were offset by increase in operating
expenses.






Liquidity and Capital
Resources






The
Company is currently financing its operations through revenue
generated.  Future growth and new expansion projects will be dependent
on the success of sales of stock through a private offering.  Future
expansion is also dependent on the credit markets for real estate mortgages and
development loans, to help fund our expansion plans.






Subsequent
Events






On May
10, 2009 the Company entered into a non-binding agreement with AVA Limited to
develop an 82 unit senior living facility in Katy, Texas. It is anticipated
to close by July 31, 2009. The land contributed has an approximate fair
value of $1,900,000, and the total project cost is expected be
approximately $10,000,000.






The
Company entered into a non-binding agreement with Ray Mays, an individual, to
develop an 82 unit senior living facility in Crossville, Tennessee on
May 11, 2009. It is anticipated to close by July 31, 2009. The land contributed
has an approximate value of $1,600,000, and the total project cost will be
approximately $10,000,000






The
Company has entered into an Agreement with Wells Fargo Bank for the
financing of a project in Pearland, Texas which will be called Trinity
Terrace. The mortgage amount is expected to be $7.5M.  The Company and
Wells Fargo are in the process of formally submitting the pre-application
for HUD’s LEAN Section 232 program.  (Section 232 is an FHA-Insured
loan product that covers housing for the frail elderly, those in need of
supportive services.  The program also includes nursing homes, assisted
living facilities, and board and care housing).







24
 Table of Contents






The
Company has also entered into an Agreement with Wells Fargo Bank for the
refinancing of its TrinityCare Senior Living of Knoxville, LLC project. The
refinance, if the waiver is accepted by HUD, will permit the amortization of the
loan to be extended from 17 years to 37 years, and lower the interest rate.
Estimated savings could be as high as $180,000 per year in cash flow. Formal
submission to HUD for approval of the waiver is anticipated by May
31.2009.






The
Company is in final negotiations for expansion with certain parties in
Shreveport, Louisiana, and Covington, Louisiana.






Recent Accounting
Pronouncements






The
Financial Accounting Standards Board and other standard-setting bodies issued
new or modifications to, or interpretations of, existing accounting standards
during the year. The Company has carefully considered the new pronouncements
that alter previous generally accepted accounting principles and does not
believe that any new or modified principles will have a material impact on the
corporation’s reported financial position or operations in the near
term.  These recently issued pronouncements have been addressed in the
footnotes to the financial statements.






Critical
Accounting Policies






The
Company’s significant accounting policies are presented in the Company’s notes
to financial statements for the period ended March 31, 2009 and fiscal year
ended December 30, 2008, which are contained in the Company’s 2008 Annual Report
on Form 10-K. The significant accounting policies that are most critical and aid
in fully understanding and evaluating the reported financial results include the
following:






The
Company prepares its financial statements in conformity with generally accepted
accounting principles in the United States of America. These principals require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Management believes that these estimates
are reasonable and have been discussed with the Board of Directors; however,
actual results could differ from those estimates.






In
accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for Impairment or Disposal of Long-Lived Assets," long-lived assets
such as property, equipment and identifiable intangibles are reviewed for
impairment whenever facts and circumstances indicate that the carrying value may
not be recoverable.  When required impairment losses on assets to be
held and used are recognized based on the fair value of the
asset.  The fair value is determined based on estimates of future cash
flows, market value of similar assets, if available, or independent appraisals,
if required.  If the carrying amount of the long-lived asset is not
recoverable from its undiscounted cash flows, an impairment loss is recognized
for the difference between the carrying amount and fair value of the
asset.  When fair values are not available, the Company estimates fair
value using the expected future cash flows discounted at a rate commensurate
with the risk associated with the recovery of the assets.  We did not
recognize any impairment losses for any periods presented.






Off-Balance Sheet
Arrangements




We
have no off-balance sheet arrangements.


25
 Table of Contents




Item 3.
            Quantitative and
      Qualitative Disclosure About Market
  Risk







This item is not required for a smaller
reporting company.


Item 4.
            Controls and
      Procedures







Disclosure Controls and
Procedures







Disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms.  Disclosure and control
procedures are also designed to ensure that such information is accumulated and
communicated to management, including the chief executive officer and principal
accounting officer, to allow timely decisions regarding required
disclosures.





As of the
end of the period covered by this quarterly report, we carried out an
evaluation, under the supervision and with the participation of management,
including our chief executive officer and principal accounting officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures.  In designing and evaluating the disclosure controls and
procedures, management recognizes that there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures.  Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their desired
control objectives.  Additionally, in evaluating and implementing
possible controls and procedures, management is required to apply its reasonable
judgment.  Based on the evaluation described above, our management,
including our principal executive officer and principal accounting officer, have
concluded that, as of March 31, 2009, our disclosure controls and procedures
were effective, except for those events discussed below.





Lack of
Effective Corporate Governance Policies and Procedures. We do not have effective
policies regarding the independence of or directors and do not have independent
directors. The lack of independent directors means that there is no effective
review, authorization, or oversight of management or management’s actions by
persons that were not involved in approving or executing those actions. We have
no conflicts of interest policies and there is no provision for the review and
approval of transactions between the Company and interested members of
management.





Lack of
Effective Policies Regarding the General Accounting System. We do not have any
documented processes for the input, accumulation, or testing of financial data
that would provide assurance that all transactions are accurately and timely
recorded or that the financial reports will be prepared on a periodic
basis.





Management
has determined that the Company does not have the financial resources or
personnel to address any of the material weaknesses identified or to conduct a
more robust evaluation of its controls. As resources become available,
management will develop and implement remedial actions to address the material
weaknesses it has identified.





Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed to provide reasonable assurance to our management and
board of directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.







Internal Control Over Financial
Reporting




There
were no changes in internal control over financial reporting that occurred
during the first quarter of 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.








26
 Table of Contents





Part II. Other
Information




Item 1.
            Legal
      Proceedings







From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.







Item 1A.
            Risk
      Factors







This
Quarterly Report on Form 10-K  contains forward-looking statements
that involve risks and uncertainties. Although we believe the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, there can be no assurance that our expectations will be realized.
Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including, but not
limited to:





·
            changes
      in our anticipated cash flow and
liquidity;


·
            our
      ability to maintain adequate liquidity to operate our business and execute
      our restructuring;


·
            our
      ability to raise funds from capital
sources;


·
            our
      ability to comply with the terms of our Bank Credit Facility and the
      amendments to it or to obtain any necessary further extension of the
      waivers for compliance with the financial
  covenants;


·
            business
      conditions and market factors that could affect the value of our
      properties;


·
            our
      ability to continue to recognize income from refinancing and sales of
      communities by ventures;


·
            risk
      of changes in our critical accounting
estimates;


·
            risk
      of further write-downs or impairments of our
  assets;


·
            risk
      of future obligations to fund guarantees and other support arrangements to
      some of our ventures, lenders to the ventures or third party
      owners;


·
            risk
      of declining occupancies in existing communities or slower than expected
      leasing of new communities;


·
            development
      and construction risks;


·
            risks
      associated with past or any future
acquisitions;


·
            our
      ability to comply with government
regulations;


·
            risk
      of new legislation or regulatory
developments;


·
            competition
      and our response to pricing and promotional activities of our
      competitors;


·
            changes
      in interest rates;


·
            unanticipated
      expenses;


·
            the
      downturns in general economic conditions including, but not limited to,
      financial market performance, consumer credit availability, interest
      rates, inflation, energy prices, unemployment and consumer sentiment about
      the economy in general;


·
            risks
      associated with the ownership and operation of assisted living and
      independent living communities; and


·
            other
      risk factors contained in this Form
10-Q.





We assume no obligation to update or
supplement forward-looking statements that become untrue because of subsequent
events. Unless the context suggests otherwise, references herein to
“TrinityCare,” the “Company,” “we,” “us” and “our” mean TrinityCare Senior
Living, Inc. and our consolidated subsidiaries.


Item 2.
            Unregistered
      Sales of Equity Securities and Use of
  Proceeds




(1)
              
              None




Item 3.
            Defaults Upon
      Senior Securities




None




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




None




Item 5.
            Other
      Information




None




Item 6.
            Exhibits




The
exhibits required by this Item are set forth on the Index of Exhibits attached
hereto.





27
 Table of Contents







Signatures




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this 10-Q to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 19th day of May 2009.




TRINITYCARE
SENIOR LIVING, INC.


(Registrant)




/s/  Donald
      W. Sapaugh, Chief Executive Officer/s/
      Joe M. Wiley, Chief Financial
Officer

















28
 Table of Contents







INDEX OF
EXHIBITS




Incorporated by
      ReferenceExhibit
              
              
              
              
              
              Filing
      Date
              
              ExhibitNumber
              
              Description
              
              Form
              
              with
      SEC
              
              Number31
              .1
              
              Certification
      of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.*
              
              N/A
              
              N/A
              
              N/A31
              .2
              
              Certification
      of Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.*
              
              N/A
              
              N/A
              
              N/A32
              .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/A32
              .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






*
            
            Filed
      herewith.











29
 Table of Contents





Exhibit 31.1- Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002


I, Donald
W. Sapaugh, certify that:


1.                      I
have reviewed this Quarterly Report on Form 10-Q 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 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 this report 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 accounting principles;




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’s internal control over financial reporting; and




5.                      The
registrant’s other certifying officer 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.


Date: May
19, 2009
   /s/ Donald W.
Sapaugh
 Chief
Executive Officer






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Exhibit 31.2- Certification
of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002


I, Joe M.
Wiley certify that:
  1.                      I
have reviewed this Quarterly Report on Form 10-Q 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 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 this report 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 accounting principles;


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’s internal control over financial reporting; and


5.                      The
registrant’s other certifying officer 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.




Date: May
19, 2009





/s/ Joe M. Wiley








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Exhibit
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


The
undersigned, the Chief Executive Officer of TrinityCare Senior Living, Inc. (the
“Company”), hereby certifies that, to his knowledge on the date
hereof:
  (a)
this Quarterly Report on Form 10-Q of the Company for the quarter ended March
31, 2009 filed on the date hereof with the Securities and Exchange Commission
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and




(b)
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
    Date: May
19, 2009







/s/ Donald W. Sapaugh





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Exhibit
32.1- 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






The
undersigned, the Chief Financial Officer of TrinityCare Senior Living, Inc. (the
“Company”), hereby certifies that, to his knowledge on the date
hereof:




(a)
this Quarterly Report on Form 10-Q of the Company for the quarter ended March
31, 2009 filed on the date hereof with the Securities and Exchange Commission
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and


(b)
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.


Date: May
19, 2009


/s/ Joe M. Wiley





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