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 June 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 December 31, 2008 (including deposits of future residents) was 203 out of 230 total units available, or 88.26%. In all of these facilities, some units have been combined to offer the resident additional bedrooms (thus the total available units are lower, and the occupancy is somewhat higher).

Of the 3 communities that we operated at June 30, 2009, TrinityCare Senior Living, Inc. was a minority unit holder in each. In addition, at June 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 second half of2009.

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.

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 June 30, 2009 is as follows:

                                  Certain units have been combined
                                  to allow for multi-room use
Total units in                    (combination of studios to two
service                     226   bedroom units)
                                  Two of the three facilities have
                    203 units     occupancy greater than 95% of
Occupancy            (89.8%)      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:

                                            TrinityCare        TrinityCare         TC Senior
                                           Senior Living      Senior Living      Living of Port
          As of June 30, 2009               of Pearland        of Knoxville          Lavaca            Total
Net Book Value of Fixed Assets             $    4,678,360     $    6,047,315     $    3,998,438     $ 14,724,113
Appraised Value                            $    9,540,000     $    9,500,000     $    6,800,000     $ 25,840,000
Unrealized Book Value                      $    4,861,640     $    3,452,685     $    2,801,562     $ 11,115,887
Debt                                       $    6,327,542     $    6,147,915     $    5,375,425     $ 17,850,881
Net 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

For industry Comparison the Value per Unit is defined below:

                                             TrinityCare          TrinityCare         TC Senior          Weighted
                                           Senior Living of     Senior Living of      Living of         Average or
As of March 31, 2009                           Pearland            Knoxville         Port Lavaca          Total
Number of Units                                          80                   87               63                230
Net Book Value of Fixed Assets/Unit        $         58,480     $         69,509     $     63,467     $       64,018
Appraised Value/Unit                       $        119,250     $        109,195     $    107,937     $      112,348
Unrealized Book Value/Unit                 $         60,771     $         39,686     $     44,469     $       48,330

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 needs
2. Fostering independence for each resident

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

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

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

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

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 June 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.

Results of Operations

For the three months and six months ended June 30 2009 and 2008

Revenues

For the six months ended June 30, 2009 and 2008 we generated revenues of $3,081,276 and $2,654,456, respectively from our resident operations. The increase $426,820 was due to increased capacity and fulfilling rooms through new residents. Reduction in direct facility operating costs increased gross profit, year over year by approximately $280,000.

For the three months ended June 30, 2009 and 2008 we generated revenues of $1,557,152 and $1,385,284, respectively from our resident operations. An increase of 171,868, which reflected our increased occupancy over the corresponding period in 2008.

Additionally, we received $60,528 and $79,644 for the six months ended June 30,, 2009 and 2008, and $37,651 and $43,192 for the three months ended, from advertising revenue from our Senior Standard monthly publication. The decrease in publication revenue is believed to be a general effect of the economic conditions on advertising.

Operating Expenses

Operating costs were incurred in the amounts of $2,032,155 and $1,958,727 for the six months ended June 30, 2009 and 2008. Increases in payroll expenses of $93,849 due to increased staffing for future growth and increased professional fees of $80,109 arising from increased public company costs were offset by a reduction of $79,308 in general and administration costs brought about by expense curtailment.

Operating costs were incurred in the amounts of $1,229,973 and $1,262,243 for the three months ended June 30, 2009 and 2008. Increases in payroll expenses of $62,325 due to increased staffing for future growth and increased professional fees of $52,052 arising from increased public company costs were offset by a reduction of $102,383 in general and administration costs brought about by expense curtailment.

Other Income and Expenses

Interest expense for the six months ended June 30, 2009 and 2008 was $545,217 and $717,518, a reduction of $172,301 primarily due to reduction in interest rates. Interest expense for the three months ended June 30, 2009 and 2008 was $287,746 and $458,322 a reduction of $170,576 primarily due to reduction in interest rates.

The gain on derivatives for the three and six months ended June 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.

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 and increasing our preferred share capital to 20,000,000. A definitive proxy statement was filed on Form 14C on August 3, 2009.

On May 10, 2009 the Company entered into a non-binding agreement with AVA Limited to develop an 82 unit senior living facility in Katy, Texas. It is anticipated to close by July 31, 2009. The land contributed has an approximate fair value of $1,900,000, and the total project cost is expected be approximately $10,000,000. During July 2009 we signed an Engagement Letter with Wells Fargo for $9,071,600. We have ordered third party reports including the retention of an Archaeologist to provide a study necessary to satisfy the Texas Historical Commission. We anticipate filing our HUD Pre-application by August 31, 2009.
The Company entered into a non-binding agreement with Ray Mays, an individual, to develop an 82 unit senior living facility in Crossville, Tennessee on May 11, 2009. It is anticipated to close by July 31, 2009. The land contributed has an approximate value of $1,600,000, and the total project cost will be approximately $10,000,000. We have signed an Engagement Letter with Deutsche Bank Berkshire Mortgage. Third Party Reports have been ordered. We anticipate filing our HUD Pre-application by August 31, 2009.

The Company has entered into an Agreement with Wells Fargo Bank for the financing of a project in Pearland, Texas which will be called Trinity Terrace. The mortgage amount is expected to be $7.5M. The Company and Wells Fargo are in the process of formally submitting the pre-application for HUD's LEAN Section 232 program. (Section 232 is an FHA-Insured loan product that covers housing for the frail elderly, those in need of supportive services. The program also includes nursing homes, assisted living facilities, and board and care housing).
The Company has also entered into an Agreement with Wells Fargo Bank for the refinancing of its TrinityCare Senior Living of Knoxville, LLC project. The refinance, if the waiver is accepted by HUD, will permit the amortization of the loan to be extended from 17 years to 37 years, and lower the interest rate. Estimated savings could be as high as $180,000 per year in cash flow. Formal submission to HUD for approval of the waiver is anticipated shortly. We have signed an Engagement Letter with Deutsche Bank Berkshire Mortgage for $8,219,900 for a project in Seymour, TN. Third Party Reports have been ordered. We anticipate filing our HUD Pre-application by August 31, 2009.

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

Recent Accounting Pronouncements

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

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

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

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.