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 September 30, 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)





( 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 10,833,284 shares of the Registrant’s common stock outstanding at November 5, 2009.

















1











Form 10-Q


For the Quarterly Period Ended September 30, 2009





TABLE OF CONTENTS





PagePART I. FINANCIAL INFORMATIONItem 1.


Consolidated Financial StatementsConsolidated Balance Sheets at September 30, 2009 (unaudited) and December 31, 2008


4Consolidated Statements of Income for the three months and nine months ended September 30, 2009 and 2008 (unaudited)


5Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 (unaudited)


6Notes to Consolidated Financial Statements


7Item 2.


Management’s Discussion and Analysis of Financial Condition and Results of Operations


20Item 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


28Item 3.


Defaults Upon Senior Securities


28Item 4.


Submission of Matters to a Vote of Security Holders


28Item 5.


Other Information


28Item 6.


Exhibits


2828SignaturesExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2








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.



































3











TrinityCare Senior Living, Inc. and Subsidiaries


Consolidated Balance Sheets





September 30,


December 31,2009


2008(unaudited)ASSETSCash

$
471,927


$
546,164Accounts receivable


50,588



81,620Prepaid expenses


390,316



258,917Total Current Assets


912,831



886,701Property and equipment


17,077,497



16,956,608Accumulated depreciation


(2,446,367
)


(2,015,398
)14,631,130



14,941,210Loan costs


315,168



251,136Accumulated amortization


(35,249
)


(6,067
)279,919



245,069Project development costs


111,022



9,120Deposits and reserves


160,574



271,076551,515



525,265Total Assets

$
16,095,476


$
16,353,176LIABILITIESAccounts payable

$
286,742


$
482,487Accrued expenses


650,383



404,122Deferred revenue


581,835



139,037Line of credit


77,106



79,022Current portion of long-term debt


520,770



5,661,069Total Current Liabilities


2,116,836



6,765,737Mortgage


17,255,105



12,321,991Notes payable and other debt


1,327,595



895,229Derivative liability


282,364



-Total Long-Term Debt


18,865,064



13,217,220Total Liabilities


20,981,900



19,982,957Commitments and contingencies


-



-EQUITY (DEFICIT)Preferred stock, $.001 par, 20,000,000 authorized:Preferred stock A:  16,000 and 0 issued and outstanding


16Preferred stock B:  3,000 and 0 issued and outstanding


3



-Common stock:  $.001 par, 480,000,000 authorized;






-10,883,284 and 56,200 issued and outstanding


10,883



562Additional paid in capital


3,991,215



3,971,679Minority interest


-



-Retained earnings (Deficit)


(8,888,541
)


(7,602,022
)Total Equity (Deficit)


(4,886,424
)


(3,629,781
)Total Liabilities and Equity (Deficit)

$
16,095,476


$
16,353,176








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














4


TrinityCare Senior Living, Inc and Subsidiaries
 Consolidated Statements of Operation
 For the Three and Nine Months Ended September 30, 2009 and 2008
 (unaudited)
 
 For the Three Months


For the Nine MonthsSeptember 30,


September 30,2009


2008


2009


2008Revenues:Resident revenue

$
1,622,648


$
1,419,420


$
4,703,924


$
4,073,876Publication revenue


36,853



26,026



97,381



105,670Total Revenues


1,659,501



1,445,446



4,801,305



4,179,546Direct CostsDirect labor


289,512



446,319



1,230,057



1,271,238Direct costs of operations


133,722



169,866



487,426



511,650Total Direct Costs


423,234



616,185



1,717,483



1,782,888Gross Profit


1,236,267



829,261



3,083,822



2,396,658Operating CostsAdvertising


35,187



29,590



111,856



92,537Marketing and Selling


12,096



11,745



35,817



32,327Publishing


24,334



22,680



95,485



90,330Payroll expenses


612,451



410,158



1,312,005



1,015,863General and administrative


35,462



(31,228
)


143,527



156,145Professional


55,147



29,082



220,183



114,009Insurance


52,011



123,340



155,939



241,758Rent and facility


244,630



239,264



717,289



711,528Depreciation and amortization


149,090



152,081



460,462



490,942Total operating expenses


1,220,408



986,712



3,252,563



2,945,439Operating income (loss)


15,859



(157,451
)


(168,741
)


(548,781
)Interest expense


294,200



177,268



839,417



894,786Loan origination fees


64,750



-



64,750



-Loss on derivitive


26,014



-



17,364



-Loss before minority interest


(369,105
)


(334,719
)


(1,090,272
)


(1,443,567
)Minority interest in net loss


-



169,741



-



801,301Loss

$
(369,105
)

$
(164,978
)

$
(1,090,272
)

$
(642,266
)Loss per share, basic and diluted

$
(0.08
)

$
(2.94
)

$
(0.42
)

$
(11.43
)Basic and diluted weighted average number of common shares


4,686,250



56,200



2,580,259



56,200
 
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements





5








TrinityCare Senior Living, Inc and Subsidiaries


Consolidated Statements of Cash Flows


For the Nine Months Ended September 30, 2009 and 2008


(unaudited)








September 30,2009


2008Cash Flows from Operating Activities:Net loss

$
(1,090,272
)

$
(1,443,567
)Adjustment to reconcile Net Income to net cash provided by operations:Depreciation and amortization


460,151



490,942Loss on derivative


282,364Stock for services


7,650Changes in assets and liabilities:Accounts receivable


67,134



(50,726
)Prepaid expenses


(131,399
)


(184,762
)Deposits and reserves


110,502



(250,751
)Accounts payable


(195,745
)


(59,950
)Accrued expenses


255,937



(115,827
)Deferred revenue


406,696



98,890Net Cash (Used) Provided by Operating Activities


173,018



(1,515,751
)Cash Flows from Investing Activities:Purchase of property and equipment


(184,924
)


(105,229
)Project development costs


(101,902
)


(21,505
)Acquisition costs


-Net Cash (Used) by Investing Activities


(286,826
)


(126,734
)Cash Flows from Financing Activities:Loan costs


(64,033
)


(159,770
)Proceeds from mortgages


-



5,052,340Repayments on mortgages


(133,799
)


(3,286,928
)Proceeds from loans


424,385



845,410Repayments on loans


(12,327
)


(325,103
)Contributions from members


21,592



(626,863
)Distribution to members


(196,247
)


-Net Cash (Used) Provided by FinancingActivities


39,571



1,499,086Net decrease in Cash


(74,237
)


(143,399
)Cash at beginning of period


546,164



484,316Cash at end of period

$
471,927


$
340,917Supplemental cash flow information:Interest paid

$
839,417


$
894,786Taxes paid

$
-


$
-











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







6








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 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, changes were made to the Board of Directors; fiscal year end was changed from July 31 to December 31; reincorporated in the State of Nevada; adopted the Nevada Articles of Incorporation; and effected a 1:30 common share reduction and amended the par value of shares from $.01 to $.001.   Effective
February 16, 2009, J-Kan, Inc. changed its name to TrinityCare Senior Living, Inc.








The effects of the Reverse Stock Split have been reflected retroactively in the accompanying consolidated financial statements and notes thereto for all periods presented.








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 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.

















7











TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 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.

Holding CompanyTrinityCare Senior Living, LLC
Formed during 1999, as PremierCare Senior Living, LLC;  re-organized July 13, 2005 as TrinityCare Senior Living, LLC
FacilityTrinityCare 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
FacilityTrinityCare Terrace Senior Living, LLC
June 24, 2009
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 and nine month periods ended September 30, 2009 and 2008; (b) the financial position at September 30, 2009 and 2008, and (c) cash flows for the nine month periods ended September
30, 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 and nine months ended September 30, 2009 and 2008 are not necessarily indicative of the results that may be expected for the entire year.



















8











TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 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.


















9














TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 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 Accounting Codification Standards, Topic No. 360 (previous guidance 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 $35,187, $29,590, $111,856 and $92,537 for the three and nine month periods ended September 30, 2009 and 2008, respectively, the majority of which includes the cost of marketing staff for all of the
facilities.





Stock-Based Compensation








FASB Accounting Codification Standards Topic 825, “Compensation – Stock Compensation” (previous guidance Statement of Accounting Standards SFAS No. 123R, “Share-Based Payment”)  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 Accounting Codification Standards, Topic No. 260 (previous guidance 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.

















10














TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008





NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)











Fair Value Measurements





The Company follows accounting guidance relating to fair value measurements. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:





Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.





Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.





Level 3 – unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.





The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.





The fair value of the Company’s notes payable and derivative liability approximates stated value. The notes payable fair value is based on Level 2 inputs and the derivative liability fair value based on Level 3 inputs. See note 6.





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 80%.








Accounting Codification Standards, Topic No. 810 (previous guidance FIN No. 46R, “Consolidation of Variable Interest Entities” 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 September 30, 2009 and 2008, as follows:





2009


2008TrinityCare Senior Living of Pearland, LLC


22.7
%


23.5
%TrinityCare Senior Living of Knoxville, LLC


15.2
%


15.2
%T C Senior Living of Port Lavaca, LLC


44.7
%


44.7
%TrinityCare Terrace Senior Living, LLC


66.5
%


-
%





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 non controlling 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.

















11








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008








As the losses applicable to the minority interests in our subsidiaries exceeds the minority interest in the equity capital of each subsidiary, and there is no obligation of the minority interests to make goods such losses, the Company has absorbed 100% of all losses which exceed the minority interests.  The Company will continue
to absorb all such future losses.  Once the subsidiaries are profitable, the Company will record 100% of such profits to the extent that it had absorbed previous losses attributable to the minority interests.








Subsequent Events








These interim financial statements were approved by management and were issued on November 13, 2009. Subsequent events have been evaluated through this date, which is the date the financial statements were issued.











NOTE 2:    PROPERTY AND EQUIPMENT








Property and equipment consist of:


September 30, 2009


December 31, 2008Machinery & Equipment

$
491,996


$
468,112Landscaping


326,242



310,505Furniture & Fixtures


646,605



643,369Building


14,316,934



14,253,539Vehicles


132,328



132,328Office Equipment


58,392



43,755Land


1,105,000



1,105,000total property and equipment


17,077,497



16,956,608Accumulated depreciation


(2,446,367
)


(2,015,398
)property and equipment, net

$
14,631,130


$
14,941,210





Depreciation of property and equipment was $149,090, $152,081, $460,462 and $490,942 for the three and nine month periods ended September 30, 2009 and 2008, respectively.





NOTE 3:  DEBT


September 30, 2009


December 31, 2008At September, 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 September 30, 2009 $2,894 (2008 - $978) is available.TCSL


(1
)

$
77,106


$
79,022Short term note, unsecured due November 28, 2009


(10
)

$
239,425


$Current Portion of Long-Term Debt






281,345



5,661,069Total Short-Term Debt





$
520,770


$
5,661,069

















12








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008











NOTE 3:  DEBT (CONTINUED)





At September 30, 2009 and December 31, 2008, long-term debt consisted of:








Mortgage and notes payable to banks collateralized by real estate, due in monthly installments




September 30, 2009


December 31, 2008Knoxville


(2
)

$
6,088,146


$
6,250,265Pearland


(3
)


6,312,304



6,357,370Port Lavaca


(4
)


5,375,425



5,375,42517,775,,875



17,983,060Less current portion






520,770



5,661,069$
17,255,105


$
12,321,991





September 30, 2009


December 31, 2008Long-term debt payable to individuals:TCSL


(5
)

$
50,140


$
52,084Knoxville installment


(6
)


8,187



10,992Knoxville


(7
)


200,000



150,000Port Lavaca


(8
)


200,000



200,000TCSL, payable to member


(9
)


769,268



482,153TCSL; Terrace


(10
)


100,000$
1,327,595


$
895,229Total Long-Term Debt





$
18,582,700


$
13,217,220





Notes to debt instruments:(1
)
Line of credit with Wells Fargo Bank bearing interest at Prime plus 7.25% expiring September, 2010.(2
)
Note payable due Citizens National Bank of Sevierville bearing interest at 7% and due on July 13, 2013.(3
)
Note payable due Davis-Penn Mortgage Co. bearing interest at 5.75% and due on June 1, 2043.(4
)
Interest only note payable due Trustmark National Bank bearing interest at 2.75% above LIBOR and due on June 30, 2010. The Company has an option to extend this note for an additional 42 months said extension to be amortized over 25 years.(5
)
Note payable to Citizens National Bank of Sevierville bearing interest at 6.95% and due on November 11, 2011.(6
)
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.(10
)
Short term note, unsecured, due November 28, 2009.  In lieu of interest, lender to receive a 1% interest in each of TrinityCare Senior Living of Katy, LLC.; TrinityCare Terrace Senior Living, LLC.; and TrinityCare Senior Living of Crossville, LLC.   The Company recognized the intrinsic value of the interest at 8.25%.







September 30, 2009


December 31, 2008Long-term debt maturities:2010


5,567,253



289,2022011


383,648



353,2962012


790,384



1,159,0322013 thereafter


11,841,415



11,415,690$
18,582,700


$
13,217,220


























13








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008














Interest paid during the three and nine months ended September 30, 2009 was as follows:








September 30, 2009


September 30, 2008Three months ended September 30

$
294,200


$
177,268Nine months ended September 30

$
839,417


$
894,786





NOTE 4:  COMMITMENTS AND CONTINGENCIES





The Company leases an office space under an operating lease with Donald W. Sapaugh, our CEO and significant shareholder, individually on a fair market basis. This lease required monthly payments of $4,000 per month for a period of seven years beginning November 1, 2003.  The Company is required to pay all costs such as 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, $12,000, $27,000 and $24,000 for the three and nine months ended September 30, 2009 and 2008, respectively.





At September 30, 2009, the minimum lease payments under the terms of the lease agreement were as follows:





For the year ending December 31,2009

$
24,0002010


40,0002011


-2012


-2013 and thereafter


-$
64,000








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.













14








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008








NOTE 5:  RECENT ACCOUNTING PRONOUNCEMENTS





We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings.  The applicability of any standard is subject to the formal review of our financial management
and certain standards are under consideration.





In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 — Generally Accepted Accounting Principles — amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.
This ASU reflected the issuance of FASB Statement No. 168. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles. This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement. The Codification does not change current
U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective for us in the third quarter of 2009, and accordingly, our Quarterly Report on Form 10-Q for the quarter ending September 30,
2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature.





In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-02, Omnibus Update—Amendments to Various Topics for Technical Corrections. This omnibus ASU detailed amendments to various topics for technical corrections. The adoption of ASU 2009-02 will not have a material impact on our financial statements.





In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-03, SEC Update — Amendments to Various Topics Containing SEC Staff Accounting Bulletins. This ASU updated cross-references to Codification text. The adoption of ASU 2009-03 will not have a material impact on our financial statements.





In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-04, Accounting for Redeemable Equity Instruments — Amendment to Section 480-10-S99. This ASU represents an update to Section 480-10-S99, Distinguishing Liabilities from Equity, per Emerging Issues Task Force Topic D-98, “Classification
and Measurement of Redeemable Securities.” The adoption of ASU 2009-04 will not have a material impact on our financial statements.





In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value. This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, to provide guidance on the fair value
measurement of liabilities. The adoption of ASU 2009-05 is not expected to have a material impact on our financial statements.

















15








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008











NOTE 5:  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)








In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-06, Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities.This Accounting Standards Update provides additional implementation
guidance on accounting for uncertainty in income taxes and eliminates the disclosures required by paragraph 740-10-50-15(a) through (b) for nonpublic entities. The adoption of ASU 2009-06 will not have material impact on our financial statements.





In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-07, Technical Corrections to SEC Paragraphs. This Accounting Standards Update corrected SEC paragraphs in response to comment letters. The adoption of ASU 2009-07 will not have material
impact on our financial statements.





In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-08, Earnings Per Share Amendments to Section 260-10-S99. This Codification Update represents technical corrections to Topic 260-10-S99, Earnings per Share, based on EITF Topic D-53,
Computation of Earnings Per Share for a Period that Includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08 will not have material impact on our financial statements.





In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-09, Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees. This Accounting Standards Update represents a correction to
Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Section 323-10-S99-4 was originally entered into the Codification incorrectly. The adoption of ASU 2009-09 will not have material impact on our financial statements.





In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-10, Financial Services-Brokers and Dealers: Investments-Other, Amendment to Subtopic 940-325. This Accounting Standards Update codifies the Observer comment in paragraph 17 of EITF 02-3,
Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management. The adoption of ASU 2009-10 will not have material impact on our financial statements.





In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-11, Extractive Activities-Oil and Gas, Amendment to Section 932-10-S99. This Accounting Standards Update represents a technical correction to the SEC Observer comment in EITF 90-22,
Accounting for Gas-Balancing Arrangements. The adoption of ASU 2009-11 will not have material impact on our financial statements.





In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-12, Fair Value Measurements and Disclosures (Topic 820), Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures
> Overall, to provide guidance on the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The adoption of ASU 2009-12 will not have material impact on our financial statements.





























16








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008

















NOTE 6:  EQUITY





Common Stock





On July 15, 2009 our board of directors and our stockholder holding a majority of our voting shares authorized the amendment to the Articles of Incorporation of the company, increasing the number of common shares the company is authorized to issue from 3,333,333 to 480,000,000.  A definitive proxy statement was filed on Form 14C
on August 3, 2009.





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 and
amended the par value to $.001.  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.  The number of shares outstanding has been adjusted for the effect of the reverse stock-split on prior periods presented.   Common share capital was reduced, and Additional
Paid in Capital was increased to reflect the economic change in par value of our common shares from $0.01 to $0.001.





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.

















17








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 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 share capital was reduced, and Additional Paid in Capital was increased to reflect the economic change in par value of our preferred shares from $0.01 to $0.001.











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.














18








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 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  $282,364 which is 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


1.67Expected price volatility


254.678
%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 September 30, 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 $352,462, as of September 30, 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 instalments totalling $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.

















19








TrinityCare Senior Living, Inc. and Subsidiaries





Notes to Consolidated Financial Statements





As of September 30, 2009 and 2008











NOTE 8:  SUBSEQUENT EVENTS








Management has reviewed material subsequent events through November 13, 2009.





The Company issued 385,000 shares during October 2009 to acquire a portion of the minority interest in its Pearland facility..





The Company issued 25,000 as a loan origination fee to extend its short term borrowing facility.





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








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 December 31, 2008  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 September 30, 2009, 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 September 30, 2009 (including deposits
of future residents) was 200 out of 226 total units available, or 88.50%. When the opportunity presents itself, and to accommodate resident requests, the Company will combine two single bedroom units, converting one of the bedrooms into a living room. This will result, from time to time, in a change in the number of units in a particular facility.(thus the total available units are lower than the maximum of 230 units, and the occupancy is somewhat higher).





Of the 3 communities that we operated at September 30, 2009, TrinityCare Senior Living, Inc. was a minority unit holder in each. In addition, at September 30, 2009, the company has a number of potential projects in Texas, Louisiana, Tennessee and Florida where the company believes expansion by at least three facilities, will be consummated
in the before June 30, 2010.








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.











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.

















20








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 living is 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 living meets 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 nursing meets 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





- Brazoria, Texas_


- Covington, Louisiana


- Shreveport, Louisiana


- Crossville, Tennessee


- Katy, Texas


- Seymour, Tennessee








The census data as of September 30, 2009 is as follows:


Total units in service


226

Certain units have been combined to allow for multi-room use (combination of studios to two bedroom units)Occupancy

200 units (88.5%)

Two of the three facilities have occupancy greater than 95% of available units in service.








Unrealized Net Book Value:








Each of the facilities currently owned and managed by TrinityCare Senior Living have a market value greater than the Net Book Value. While this value cannot be optimized in a financial presentation, below indicates the most recent Appraised Value versus the Net Book Value of Fixed Assets:











As of September 30, 2009

TrinityCare Senior Living of Pearland


TrinityCare Senior Living of Knoxville


TC Senior Living of Port Lavaca


TotalNet Book Value of Fixed Assets

$
4,678,360


$
6,047,315


$
3,998,438


$
14,724,113Appraised Value

$
9,540,000


$
9,500,000


$
6,800,000


$
25,840,000Unrealized Book Value

$
4,861,640


$
3,452,685


$
2,801,562


$
11,115,887Debt

$
6,327,542


$
6,147,915


$
5,375,425


$
17,850,881Net Unrealized Equity

$
3,212,458


$
3,352,085


$
1,424,575


$
7,989,119











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 September 30, 2009

TrinityCare Senior Living of Pearland


TrinityCare Senior Living of Knoxville


TC Senior Living of Port Lavaca


Weighted Average or TotalNumber of Units


79



86



61



226Net Book Value of Fixed Assets/Unit

$
64,775


$
71,806


$
68,188


$
68,372Appraised Value/Unit

$
120,759


$
110,465


$
111,475


$
114,336Unrealized Book Value/Unit

$
55,984


$
38,659


$
43,288


$
45,964








When the opportunity presents itself, and to accommodate resident requests, the Company will combine two single bedroom units, converting one of the bedrooms into a living room. This will result, from time to time, in a change in the number of units in a particular facility.





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 locked units and specially designed accommodations, thereby providing 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 needs2.
Fostering independence for each resident





3.
Treating each resident with dignity and respect4.
Promoting the individuality of each resident





5.
Allowing each resident a choice of care and lifestyle6.
Protecting each resident's right to privacy





7.
Nurturing the spirit of each resident8.
Involving family and friends, as appropriate, in care planning and implementation





9.
Providing a safe, residential environment10.
Making the Assisted Living residence a valuable community asset

















22








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 September 30, 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








Results of Operations








For the three months and nine months ended September 30 2009 and 2008








Revenues








For the nine months ended September 30, 2009 and 2008 we generated revenues of $4,703,924 and $4,073,876, respectively from our resident operations.   The increase $630,048 was due to increased capacity and fulfilling rooms through new residents.   Reduction in direct facility operating costs increased gross profit,
year over year by $675,559.





For the three months ended September 30, 2009 and 2008 we generated revenues of $1,662,648 and $1,419,420, respectively from our resident operations.   An increase of $203,228, which reflected our increased occupancy over the corresponding period in 2008.








Additionally our net publication earnings (net losses), from advertising revenue from our Senior Standard  monthly publication was $97,381 and $36,853 for the nine and three months ended September 30, 2009.  We earned net income from publication activities of $105,670
and $26,026 for the nine and three months ended September 30, 2008.   The losses generated by our publication activity were due to the general effect of the economic conditions on advertising.








Operating Expenses








Operating costs were incurred in the amounts of $3,466,617 and $2,945,439 for the nine months ended September 30, 2009 and 2008.  Increases in payroll expenses of $510,196 due to increased staffing for future growth and increased professional fees of $106,174 arising from increased public company costs were offset by a reduction
of $275,851 in general and administration costs brought about by expense curtailment.





Operating costs were incurred in the amounts of $1,434,462 and $986,712 for the three months ended September 30, 2009 and 2008.  Increases in payroll expenses of $416,347 due to increased staffing for future growth and increased professional fees of $26,065 arising from increased public company costs were offset by a reduction of
$175,321 in general and administration costs brought about by expense curtailment.








Other Income and Expenses





Interest expense for the nine months ended September 30, 2009 and 2008 was $839,417 and $894,786, a reduction of $55,369 primarily due to reduction in interest rates.  Interest expense for the three months ended September 30, 2009 and 2008 was $294,200, and $177,268 an increase
of $116,932 primarily due to increase in borrowings ameliorated to some extent by a reduction in interest rates.





Loan origination costs of $64,750 were incurred for the nine and three months ended September 30, 2009 relate to fees paid in common shares of the company for a line of credit facility.  No fees were incurred in 2008.





The loss on derivatives for the three and nine months ended September 30, 2009 arose from the warrants issued during the first quarter of 2009.








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, and our ability to arrange debt financing for our new projects.  Future expansion is also dependent on the credit markets
for real estate mortgages and development loans, to help fund our expansion plans.








Subsequent Events








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














24








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 "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.





Non-GAAP Financial Measures





A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure.  In this report, we define and use the non-GAAP financial measures Adjusted
EBITDA, as set forth below.





Adjusted EBITDA





Definition of Adjusted EBITDA





We define Adjusted EBITDA as follows:





Net income (loss) before:





·
provision (benefit) for income taxes;





·
non-operating (income) loss items;





·
depreciation and amortization (including non-cash impairment charges);








·
amortization of deferred gain;





·
amortization of deferred entrance fees; and





·
non-cash compensation expense;











Management’s Use of Adjusted EBITDA





We use Adjusted EBITDA to assess our overall financial and operating performance.  We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations.  This measure provides an assessment
of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.  It provides an indicator for management to determine if adjustments to current spending decisions are needed.





Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term, such as depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), taxation and interest expense associated with our capital structure.  This
metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization.  Adjusted EBITDA is one of the metrics used by senior management and the board of directors to review the financial performance of the business on a monthly basis.  Adjusted EBITDA is also used by research analysts and investors to evaluate the performance of and value companies in our industry.















25





Limitations of Adjusted EBITDA

Adjusted EBITDA has limitations as an analytical tool.  It should not be viewed in isolation or as a substitute for GAAP measures of earnings.  Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA, and using this non-GAAP financial measure as compared to GAAP net income (loss), include:





·
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and





·
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.





An investor or potential investor may find this item important in evaluating our performance, results of operations and financial position.  We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.





Adjusted EBITDA is not an alternative to net income, income from operations or cash flows provided by or used in operations as calculated and presented in accordance with GAAP.  You should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measure.  We strongly urge you to review the reconciliation
of Adjusted EBITDA to GAAP net income (loss), along with our condensed consolidated financial statements included herein.  We also strongly urge you to not rely on any single financial measure to evaluate our business.  In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure, as presented in this report, may differ from and may not be comparable to similarly titled measures used by other
companies.





The table below shows the reconciliation of net loss to Adjusted EBITDA for the three and nine months ended September 30, 2009 and 2008:





For the Three Months


For the Nine MonthsSeptember 30,


September 30,2009


2008


2009


2008Net Loss

$
369,105
)


(164,978
)


(1,090,272
)


(642,266
)Interest expense


294,200



177,268



839,417



894,786Income (loss) from operations


(74,905
)


12,290



(250,855
)


252,520Depreciation and amortization


149,090



152,081



460,462



490,942Loss on derivative


26,014



-



17,364



-EBITDA as adjusted,  before minority interest100,199



164,371



226,971



743,462Minority interest


-



(169,741
)


-



(801,301
)Adjusted EBITDA excluding minority interest100,199



(5,370
)


226,971



(57,839
)Adjusted EBITDA excluding minority interest, Profit (Loss) per share, basic and diluted

$
0.02


$
(0.10
)

$
0.09


$
(1.03
)Basic and diluted weighted average number of common shares


4,686,250



56,200



2,580,259



56,200











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 September 30, 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.














26








Internal Control Over Financial Reporting





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








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-Q 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.











27











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)
June 8, 2009 we issued 15,000 unregistered common shares as compensation for a six month contract to provide radio broadcasting advertising.  The Company relied upon the exemption under Section 4(2) of the Securities Act(2)
June 15, 2009 we issued 294,600 unregistered common shares upon conversion of 29,460 preferred shares.(3)
August 31, 2009 we issued 644,800 unregistered common shares upon conversion of 64,480 Preferred Series “A” shares.(4)
August 28, 2009 we issued 50,000 unregistered shares for loan origination fees.   Company relied upon the exemption under Section 4(2) of the Securities Act(5)
September 1, 2009 we issued 2,501,580 unregistered common shares upon conversion of 250,158 Preferred Series “A” shares.(6)
September 4, 2009 we issued 4,717,620 unregistered common shares upon conversion of 471,762 Preferred Series “A” shares.(7)
September 8, 2009 we issued 20,000 unregistered common shares upon conversion of 2,000 Preferred Series “A” shares.(8)
September 10, 2009 we issued 721,800 unregistered common shares upon conversion of 72,180 Preferred Series “A” shares.(9)
September 15, 2009 we issued 25,000 unregistered common shares upon conversion of 2,500 Preferred Series “A” shares.(10)
September 17, 2009 we issued 100,000 unregistered common shares upon conversion of 10,000 Preferred Series “A” shares.(11)
September 28, 2009 we issued 20,000 unregistered common shares upon conversion of 2,000 Preferred Series “A” shares.





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.

















28











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 13th day of November 2009.





TRINITYCARE SENIOR LIVING, INC.


(Registrant)





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

















29

















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.














30








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: November 13, 2009








/s/ Donald W. Sapaugh


Donald W. Sapaugh, Chief Executive Officer














31








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: November 13, 2009








/s/ Joe M. Wiley


Joe M. Wiley, Chief Financial Officer















32








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 September 30, 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: November 13, 2009








/s/ Donald W. Sapaugh


Donald W. Sapaugh, Chief Executive Officer

















33








Exhibit 32.2- Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002








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 September 30, 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: November 13, 2009








/s/ Joe M. Wiley


Joe M. Wiley, Chief Financial Officer























34