UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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

Date of Report (Date of earliest event reported):  July 28, 2005 (June 3, 2005)

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (617) 796-8387

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K/A amends the Current Report on Form 8-K of Five Star Quality Care, Inc., or Five Star, dated June 3, 2005, and is being filed solely for the purpose of including the consolidated financial statements of Gordon Health Ventures, LLC, or Gordon.  Five Star filed the June 3, 2005, Current Report on Form 8-K with the Securities and Exchange Commission to report, among other items, information concerning the acquisition by Five Star on June 3, 2005 of six assisted living communities from Franciscan Manor Associates, LLC, Muirfield Associates, LLC, Prestwicke Associates, LLC, Royal Aberdeen Associates, LLC, Troon Associates, LLC and Turnberry Associates, LLC, subsidiaries of Gordon, for a purchase price of approximately $58.0 million.

Item 9.01.  Financial Statements and Exhibits.

(a)                                  Financial Statements of Business Acquired.

(b)                                 Pro Forma Financial Information.

(c)                                  Exhibits.

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(a)                                  Financial Statements of Business Acquired.

Report of Independent Auditors

To the Management and Members of

Gordon Health Ventures, LLC

We have audited the accompanying consolidated balance sheet of Gordon Health Ventures, LLC (the “Company”) as of December 31, 2004, and the related consolidated statements of income, members’ deficit and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Company’s internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2004, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 1, the Company has a working capital deficiency and members’ deficit.  In addition, the Company has not complied with certain terms and covenants of its loan agreement.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

April 15, 2005

Except for Note 9, as to which

date is June 3, 2005

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GORDON HEALTH VENTURES, LLC

CONSOLIDATED BALANCE SHEETS

See notes to consolidated financial statements.

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GORDON HEALTH VENTURES, LLC

CONSOLIDATED STATEMENTS OF INCOME

See notes to consolidated financial statements.

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GORDON HEALTH VENTURES, LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ DEFICIT

See notes to consolidated financial statements.

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GORDON HEALTH VENTURES, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

See notes to consolidated financial statements.

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GORDON HEALTH VENTURES, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Organization

Gordon Health Ventures, LLC (the “Company” or “Gordon”) was formed in 2000 as a Pennsylvania limited liability company.  Pursuant to the formation agreement, profits, losses and distributions are generally allocated to the members in proportion to their respective share of ownership.  The Company will continue until dissolved, pursuant to the provisions of its formation agreement.  The Company owns and operates six assisted-living communities located in suburban Pittsburgh, Pennsylvania, and comprised of approximately 600 living units.

The Company has experienced cash flow shortfalls.  The Company is in default of its credit agreement with its lender and operating under a forbearance agreement, and the Company owes amounts to taxing authorities for unpaid federal and state payroll withholding and corporate taxes.  The Company has negotiated the deferral of payment of these amounts; however, the Company’s ability to continue to sustain its operations depends on, among other things, its ability to renegotiate or repay all amounts owing to its lender, the various taxing authorities and others.  On January 21, 2005, Franciscan Manor Associates, LLC, Muirfield Associates, LLC, Prestwicke Associates, LLC, Royal Aberdeen Associates, LLC, Troon Associates, LLC, and Turnberry Associates, LLC, subsidiaries of the Company, entered into a purchase and sale agreement with Five Star Quality Care, Inc. (“Five Star”) for the sale of six assisted-living communities.  The assets to be sold to Five Star include land, buildings and improvements, furniture, fixtures and other personal property, inventory, licenses and permits, files, records and resident agreements, deposits and warranties.  In order for the Company to sustain its operations over the next twelve months, and in the presently foreseeable longer term, the Company is dependent upon its ability to continue to defer or renegotiate payment of the amounts owing to its lender, the various taxing authorities and others, or its subsidiaries’ ability to close on the asset sale to Five Star.  If the Company or its subsidiaries are unable to take any of the foregoing actions, it is likely that the Company will be required to cease operations, and its ability to realize the carrying value of its assets will be in doubt.

2.  Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the Company’s investments in 100%-owned subsidiaries.  All of the subsidiaries are single-member Pennsylvania limited liability companies whose single member is the Company.  The wholly owned subsidiaries are Franciscan Manor Associates, LLC, Muirfield Associates, LLC, Prestwicke Associates, LLC, Royal Aberdeen Associates, LLC, Troon Associates, LLC and Turnberry Associates, LLC.  All intercompany transactions have been eliminated.

The consolidated financial statements as of March 31, 2005 and for the three months ended March 31, 2005 and 2004 are unaudited.  In the opinion of the Company’s management, all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation

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of such consolidated financial statements, have been included.  The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the Company’s future results of operations, including for the full year ended December 31, 2005.

Revenues from Residents

Revenues consist of resident fees and other ancillary service revenues, which are generated primarily from monthly charges for assisted-living apartments, and are recognized monthly based on the terms of the residents’ agreements.  Advance payments are received for services and are deferred until the services are provided.  Ancillary revenue is generated on a “fee for service” basis for supplemental items requested by residents, and is recognized as the services are provided.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents.

Restricted Cash

Restricted cash consists of escrow payments deposited with the Company’s mortgage lender for the payment of real estate taxes.

Accounts Receivable

Accounts receivable are recorded at their estimated net realizable value.  In the case of receivables generated from residents, reserves for uncollectible amounts are estimated based upon factors which include, but are not limited to, the age of the receivable and the terms of the agreements with residents or their third-party payors.  In the case of other receivables, such as those due from other entities with which Gordon has transacted business, reserves are estimated based upon factors which include, but are not limited to, the agreements with such payors, their stated intent to pay, their financial capacity to pay and other factors, which may include litigation.  Accounts receivable reserves are estimates, the Company periodically reviews and revises these estimates based on new information, and such adjustments may be material.  As of December 31, 2004 and March 31, 2005, the Company’s bad debt reserve totaled $145,000.

Inventories

Inventories of food, beverage, medical and other administrative supplies are stated at the lower of cost or market as determined by the first-in, first-out method.

Deferred Financing Costs

Financing costs are capitalized and amortized over the term of the related debt on a straight-line basis, which approximates the effective interest method.  Accumulated amortization of deferred

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financing costs totaled $1,788,737 at December 31, 2004, and $1,815,737 and $1,707,671 (unaudited) at March 31, 2005 and 2004, respectively.

Advertising Costs

The Company expenses all advertising costs as incurred.  The Company expensed advertising costs totaling approximately $147,061 for the year ended December 31, 2004, and $29,216 and $11,750 (unaudited) for the three months ended March 31, 2005 and 2004, respectively.

Income Taxes

No provision for federal income taxes has been made in the financial statements of the Company since these taxes are the responsibility of the members rather than of the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities, the 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.  Actual results could differ from those estimates.

Property and Equipment

Depreciation of property and equipment is expensed on a straight-line basis over estimated useful lives of up to 39 years.  The cost of renewals and betterments that extend the lives or productive capacities of properties is capitalized, and expenditures for normal repairs and maintenance are charged to expense as incurred.  Management regularly evaluates whether events or changes in circumstances have occurred that could indicate an impairment in the value of long-lived assets.  If there is an indication that the carrying value of an asset is not recoverable, management estimates the projected undiscounted cash flows to determine if an impairment loss should be recognized.  The amount of impairment loss is determined by comparing the historical carrying value of the asset to its estimated fair value.  Since inception, the Company has not recorded any impairment losses.

3.  Property and Equipment

Property and equipment consist of the following:

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4.  Mortgage Notes Payable

The Company’s wholly owned subsidiaries have entered into a credit agreement with a lender for financing related to the six assisted-living communities.  The notes bear interest at three-month LIBOR plus 4.5% (6.9% at December 31, 2004), and are secured by mortgages on the six assisted-living communities and an assignment of leases (primarily resident occupancy agreements).  Under the credit agreement, the subsidiaries are required to make monthly minimum payments of $336,000 for principal and interest.  The notes mature on February 28, 2007.  The Company is required to meet certain financial covenants under the terms of the credit agreement.  All amounts owing under the credit agreement are guaranteed by the Company and one of its members.

Upon any event of default, the indebtedness becomes immediately due and payable.  The Company has not remedied events of default which have occurred as a result of its failure to make timely payments to the lender and to satisfy reporting and other covenant requirements in the credit agreement.  Consequently, the mortgage notes payable have been classified as a current liability as of December 31, 2004 and March 31, 2005.

5.  Delinquent Taxes Payable

Delinquent taxes payable include the following:

6.  Benefit Plan

Gordon has a 401(k) benefit plan for its employees.  The plan allows participants to make elective pre-tax contributions from their annual salary, up to the maximum allowed by law.  The Company does not match any of the employees’ contributions.

7.  Transactions with Related Parties

The Company leases its corporate offices from an affiliate under a five-year operating lease that commenced on September 1, 2001.  The lease requires monthly base rent of $6,416.  Total rent

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incurred and paid was $76,992 for the year ended December 31, 2004 and $19,248 (unaudited) for each of the three months ended March 31, 2005 and 2004.  Future minimum lease payments as of December 31, 2005 under the terms of the operating lease in 2005 and 2006 are $76,992 and $51,328, respectively.

The Company has made noninterest bearing advances that are due on demand to an affiliate.  During 2004, the Company advanced $5,183 to this affiliate.  As of December 31, 2004, the affiliate owed the Company $152,651.

8.  Contingencies

The Company is subject to litigation incidental to its business, and generally covered by insurance.  The Company believes that the results of such litigation will not have a materially adverse effect on the Company’s financial condition.

9.  Subsequent Event

On June 3, 2005, the Company completed the sale to Five Star of its six assisted-living communities which represented substantially all of the Company’s operations upon that date.

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(b)                                 Pro Forma Financial Information.

INTRODUCTION TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The unaudited pro forma balance sheet at March 31, 2005, presents the financial position of Five Star Quality Care, Inc. as if our acquisition of six assisted living communities from Gordon Health Ventures, LLC, or Gordon, and our sale leaseback transaction of four communities with Senior Housing Properties Trust, or Senior Housing, had been completed as of March 31, 2005, as described in the notes thereto.  The unaudited pro forma statement of operations for the three months ended March 31, 2005, presents our results of operations as if the acquisition and sale leaseback transactions had been completed as of January 1, 2005, as described in the notes thereto.  The unaudited pro forma statement of operations for the year ended December 31, 2004, presents our results of operations as if the acquisition and sale leaseback transactions had been completed as of January 1, 2004, as described in the notes thereto.

These unaudited pro forma financial statements do not represent our financial condition or results of operations for any future date or period. Actual future results may be materially different from pro forma results.  Differences could arise from many factors, including, but not limited to, competition in our business, the impact of changes to rates under Medicare and Medicaid reimbursement programs, our ability to successfully attract residents to our facilities, our ability to control operating expenses and our capital structure and other changes. These unaudited pro forma financial statements should be read in connection with our audited financial statements and the related management’s discussion and analysis of financial condition and results of operation for the year ended December 31, 2004 (audited) and the three months ended March 31, 2005 (unaudited), included in our Annual Report on Form 10-K for the year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, respectively.  You also should read the consolidated financial statements of Gordon which are included in this Form 8-K/A in connection with these unaudited pro forma financial statements.

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FIVE STAR QUALITY CARE, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

At March 31, 2005

(amounts in thousands, except share and per share amounts)

See notes to unaudited pro forma financial statements.

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FIVE STAR QUALITY CARE, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended March 31, 2005

(amounts in thousands, except share and per share amounts)

See notes to unaudited pro forma financial statements.

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FIVE STAR QUALITY CARE, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year ended December 31, 2004

(amounts in thousands, except share and per share amounts)