BAP ACQUISITION CORP
1051 FIFTH AVENUE NORTH,
NAPLES, FLORIDA 34102
TEL: (941) 261-3396
FAX: (941) 261-5031
January 16, 1997
Ms. Barbara Jacobs, Deputy Director
Mr. Edsel Guydon, Esq, Examiner
Mr. John Feeney, Accountant
Securities and Exchange Commission
Corporate Finance Small Business Section,
Washington D.C.
Pursuant to your request, please find enclosed financials for the
BAP ACQUISITION CORP., and its Subsidiaries for the nine months ending
September 30th, 1996, as well as answers requested in comment letter.
This submission is in response to comments on filing Ascension
No. 0000743241-97-000001.
Thanks,
Yours Truly,
BAP ACQUISITION CORP
/s/ Garfield Ricketts
--------------------
Garfield Ricketts
Purusant to the requirements of The Securities and Exchange Regulation
310(e), The 26 residential rental properties and the single commercial
property to be acquired by the Company, and as designated by the letter of
intent dated January 15th, 1996. The audited financial data regarding these
properties are hereby stated.
Residential Rental properties
1994 1995
----------- ----------
Income $ 255,969 $ 246,159
Expenses 91,294 96,715
Net Income 164,675 149,443
All income from the residental rental properties were from rents received
from third tenants. Prior to 1993 the Florida properties were managed by
a local contract manager, and detailed maintenance was not observed. In
September 1993, Mr.Ricketts assumed the management of the properties, and
a program of maintenance and upgrading was started. (such as exterior,
painting, replacing of defective roofs, replacing septic systems, new
carpeting Etc). This program continued into 1995, and is now 85% complete.
It follows therefore that the operating expenses will be reduced in the
coming years. The properties are occupied by mainly middle class and Blue
collar tenants, and the rents charged are in the lower percentile for
properties charged in the area, consequently we maintain a waiting list of
probable tenants requiring rentals, and rents leave room for increases when
and if we get vacancies.
In our effort to continue the program of upgrading and maintenance of the
properties, a new manager was contracted to handle the Texas Properties, and
the program of upgrading has continued in Texas as well. Rents from the
Texas properties, are solely paid by Tenants, and the rents charged are
comparable to rents charged for comparable properties in the area.
The fact that there is no way of predicting under what circumstances, or
what financing structure will be used to acquire the properties, or if the
properties will be acquired, it is not possible to forcast what the
taxable income will be after acquisition.
The Commercial property now occupied by the Company which is also designated
for acquisition by the Company in the letter of Intent, is an Office
Condominium located in a single storey condominium complex of 18 similar
condiminium. The amount charged the Company for rent, is minimal, since
the Office property is owned by the President of the Company, and much
lower than rents of comparable properties in the area. Taxable income on
this property is therefore moot, since the Company would in fact be occupying
its own property.
ROTENBERG & COMPANY, LLP
Certified Public Accountants & Consultants
500 First Federal Plaza,
Rochester, New York 14614
(716) 546-1158
January 13,1997
The Board Of Directors:
BAP Acquisiiton Corp.
1051-Fifth Avenue North,
Naples, FL 33940
We were the independent Auditors for BAP Acquisition Corp, and
represented the Company during its formation on August 24, 1994 and issued
our report on the financial statements as of December 31,1994. We have not
represented the Company since that date. At no time have there been any
disagreements between Rotenberg & Company, LLP and BAP Acquisition Corp.,
regarding any matter of accounting principles or parctices, financial
statement disclosure, or auditing scope of procedure. The accounting reports
associated with our financial statements did not contain an adverse opinion
nor a disclaimer of opinion. It was not modified as to uncertainty, audit
scope, or accounting principles.
Very truly Yours
s/s William J. Friedman
- -----------------------
William J. Friedman
Rotenberg & Company, LLP
KARL E. REDDIES
CERTIFIED PUBLIC ACCOUNTANT
660 TAMIAMI TRAIL NORTH
SUITE 1
NAPLES, FL 33940
(941) 263-8887
December 16, 1996
To The Directors:
BAP Acquisiiton Corp.
1051-Fifth Avenue North,
Naples, FL 33940
I have audited the accompanying balance sheet of BAP Acquisition Corp,
(a Delaware Corporation) and its subsidiaries as of December 31, 1995 and
the related statements of income, retained earnings and cash flow for the
year then ended. These financial statements are the responsibility of the
company's management. My responsibility is to express an opinion on these
financial statements based on my work.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above presents fairly,
in all material respects the financial position of BAP Acquisition Corp,
and its subsidiaries as of December 31, 1995 and the results of its operation
and its cash flows for the year then ended in conformity with general
accepted accounting principles.
My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information of
the properties to be acquired is presented for purposes of additional
analysis, and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in my opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Signed
S/S Karl E. Reddies
- -------------------------------
Karl E. Reddies, CPA
Naples, Florida
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<FISCAL YEAR END> DEC. 31-1996
<PERIOD START> JAN. 01-1996
<PERIOD END> SEP. 30-1996
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<PP&E> 7,954
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<CURRENT-LIABILITIES> 37,703
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<COMMON> 4,665,310
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<OTHER-SE> 0
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<SALES> 0
<TOTAL-REVENUES> 63,928
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<TOTAL-COSTS> 67,403
<OTHER-EXPENSES> 20,440
<LOSS-PROVISION> (3,475)
<INTEREST-EXPENSE> 11,491
<INCOME-PRETAX> (3,475)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,475)
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