<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended SEPTEMBER 30, 1996
Commission File Number 2-92352
HOUSING PROGRAMS LIMITED
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3906167
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
---- -----
<PAGE> 2
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . 1
Statements of Operations,
Nine and Three Months Ended September 30, 1996 and 1995 . . . . . . . . . . . 2
Statement of Partners' Equity (Deficiency),
Nine Months Ended September 30, 1996 . . . . . . . . . . . . . . . . . . . . 3
Statements of Cash Flow,
Nine Months Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 3
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
ASSETS
<TABLE>
<CAPTION>
1996 1995
(Unaudited) (Audited)
-------------- --------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $ 14,412,643 $ 14,470,783
CASH AND CASH EQUIVALENTS (Notes 1 and 2) 590,558 595,330
SHORT TERM INVESTMENTS (Note 1) 125,000 125,000
-------------- --------------
TOTAL ASSETS $ 15,128,201 $ 15,191,113
============== ==============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3 and 6) $ 10,169,743 $ 10,169,743
Accrued interest payable (Notes 3 and 6) 10,558,775 9,864,545
Accrued fees and expenses due general
partners (Note 4) 1,235,379 990,393
Accounts payable and other liabilities (Note 2) 4,480 15,432
-------------- --------------
21,968,377 21,040,113
-------------- --------------
COMMITMENTS AND CONTINGENCIES
(Notes 2, 4 and 6)
PARTNERS' DEFICIENCY:
General partners (319,148) (309,236)
Limited partners (6,521,028) (5,539,764)
-------------- --------------
(6,840,176) (5,849,000)
-------------- --------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 15,128,201 $ 15,191,113
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
INTEREST INCOME $ 29,565 $ 10,002 $ 36,910 $ 10,295
--------------- --------------- --------------- ---------------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 394,988 131,663 426,672 142,224
General and administrative (Note 4) 37,544 13,779 62,943 23,099
Legal and accounting (Note 4) 92,305 23,953 101,057 10,785
Interest (Note 3) 774,551 252,781 724,593 241,531
--------------- --------------- --------------- ---------------
Total operating expenses 1,299,388 422,176 1,315,265 417,639
--------------- --------------- --------------- ---------------
LOSS FROM OPERATIONS (1,269,823) (412,174) (1,278,355) (407,344)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME 164,647 19,246 156,470 13,051
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 114,000 38,000 55,860 18,620
--------------- --------------- --------------- ---------------
NET LOSS $ (991,176) $ (354,928) $ (1,066,025) $ (375,673)
=============== =============== =============== ===============
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (80) $ (29) $ (86) $ (30)
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' DEFICIENCY
NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS
September 30, 1996 12,368
============
DEFICIENCY, January 1, 1996 $ (309,236) $ (5,539,764) $ (5,849,000)
Net loss for the nine months
ended September 30, 1996 (9,912) (981,264) (991,176)
------------ ------------ ------------
DEFICIENCY, September 30, 1996 $ (319,148) $ (6,521,028) $ (6,840,176)
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (991,176) $ (1,066,025)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (114,000) (55,860)
Increase in accrued interest payable 694,230 660,479
Increase (decrease) in accrued fees and
expenses due general partners 244,986 (173,322)
Increase (decrease) in accounts payable
and other liabilities (10,952) 4,810
------------- -------------
Net cash used in operating activities (176,912) (629,918)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships
recognized as a return of capital 172,140 245,171
Increase in advances to limited partnership - (31,331)
Decrease in short term investments - 408,409
------------- -------------
Net cash provided by investing activities 172,140 622,249
------------- -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,772) (7,669)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 595,330 624,935
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 590,558 $ 617,266
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 64,114 $ 64,114
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
audited financial statements; accordingly, the financial statements
included herein should be reviewed in conjunction with the financial
statements and related notes thereto contained in the Housing Programs
Limited (the "Partnership") annual report for the year ended December
31, 1995. National Partnership Investments Corp. ("NAPICO") is a
general partner for the Partnership. Accounting measurements at
interim dates inherently involve greater reliance on estimates than at
year end. The results of operations for the interim period presented
are not necessarily indicative of the results for the entire year.
In the opinion of NAPICO, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position
of the Partnership at September 30, 1996 and the results of operations
for the nine and three months then ended and changes in cash flows for
the nine months then ended.
ORGANIZATION
The Partnership is a limited partnership which was formed under the
laws of the State of California on May 15, 1984. On September 12,
1984, the Partnership offered 3,000 units consisting of 6,000 limited
partnership interests and warrants to purchase a maximum of 6,000
additional limited partnership interests through a public offering.
The general partners of the Partnership are Housing Programs
Corporation II, NAPICO, and Coast Housing Investment Associates
("CHIA"). LB I Group Inc. owns 100 percent of the stock of Housing
Programs Corporation II. Casden Investment Corp. owns 100 percent of
NAPICO's stock. CHIA is a limited partnership formed under the
California Limited Partnership Act and consists of Messrs. Nicholas G.
Ciriello, general partner and Charles H. Boxenbaum, limited partner.
Mr. Boxenbaum is currently the chief executive officer of NAPICO. The
business of the Partnership is conducted primarily by its general
partners as the Partnership has no employees of its own.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
5
<PAGE> 8
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investments in local limited partnerships are accounted for on the
equity method. Acquisition, selection fees and other costs related to
the acquisition of the projects have been capitalized to the
investment accounts.
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by the number of limited
partnership interests outstanding during the year. The number of
limited partnership interests was 12,368 for all years presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of
deposit with an original maturity of three months or less.
SHORT TERM INVESTMENTS
Short term investments consist of bank certificates of deposit and
other securities with original maturities ranging from more than
three months to twelve months. The fair value of these securities,
which have been classified as held for sale, approximates their
carrying value.
INCOME TAXES
No provision has been made for income taxes in the accompanying
financial statements since such taxes, if any, are the liability of
the individual partners.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership now holds indirect interests in 18 properties, as the
sole limited partner in various limited partnerships. As a result of
the loss of the Montecito Hotel on July 18, 1995 through foreclosure
proceedings, the number of properties in which the Partnership has an
indirect interest has been reduced from 19 to 18. The 18 lower-tier
limited partnerships own residential rental projects consisting of a
total of 2,686 apartment units. The mortgage loans encumbering these
projects are insured by various governmental agencies.
The Partnership, as a limited partner, is entitled to 99 percent of
the income and losses of the lower-tier limited partnerships.
6
<PAGE> 9
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
The Partnership's allocated portion of equity in losses from the
lower-tier limited partnerships is recognized in the financial
statements of the Partnership until the Partnership's investment
account in the applicable lower-tier limited partnership is reduced to
a zero balance. Losses incurred after the investment account is
reduced to zero are not recognized.
Distributions from the limited partnerships are treated as a reduction
of capital until the Partnership's investment account balance in the
applicable lower-tier limited partnership has been reduced to the
lesser of zero or a negative amount equal to future capital
contributions required to be made by the Partnership to the applicable
lower-tier limited partnership. Subsequent distributions are treated
as income.
The following is a summary of the Partnership's investment in
lower-tier limited partnerships as of September 30, 1996:
<TABLE>
<S> <C>
Balance, beginning of period $14,470,783
Amortization of acquisition costs (27,000)
Equity in income of limited partnerships 141,000
Distribution recognized as return of capital (172,140)
-----------
Balance, end of period $14,412,643
===========
</TABLE>
The following are unaudited combined estimated statements of operations
for the nine and three months ended September 30, 1996 and 1995 for the
limited partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1995
---------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
INCOME
Rental and Other $12,849,000 $4,283,000 $12,612,000 $4,204,000
EXPENSES
Depreciation 2,643,000 881,000 2,631,000 877,000
Interest 2,781,000 927,000 2,829,000 943,000
Operating 8,469,000 2,823,000 8,370,000 2,790,000
------------ ----------- ------------- -----------
Total expenses 13,893,000 4,631,000 13,830,000 4,610,000
----------- ----------- ------------ -----------
NET LOSS $(1,044,000) $ (348,000) $(1,218,000) $ (406,000)
============ =========== =========== ===========
</TABLE>
7
<PAGE> 10
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of
partnership interests in the lower-tier partnerships from partners who
subsequently withdrew from the applicable lower-tier partnership. The
Partnership is obligated for non-recourse notes payable in the
aggregate outstanding principal amount as of September 30, 1996 of
$10,169,743, bearing interest at 9.5 to 12.5 percent, to such sellers
of the partnership interests. The notes have principal maturity dates
ranging from October 1996 to December 1999 or upon the sale or
refinancing of the underlying partnership properties. The notes are
collateralized by the Partnership's 99 percent limited partnership
interest in the applicable lower-tier limited partnerships and are
payable only out of cash distributions from the applicable lower-tier
partnerships, as defined in the notes. Unpaid and accrued interest of
approximately $10,559,000 is due at maturity of the notes.
The general partner of the lower-tier partnership that owns the Deep
Lake Hermitage Apartments is currently negotiating for the sale of
Deep Lake Hermitage. There is a $1,500,000 note payable by the
Partnership to a seller of interests in the lower-tier partnership
that owns the Deep Lake Hermitage property. The note, together with
accrued interest thereon of $1,588,471, matured in October, 1996 and
approximately $3,088,471 is currently due and payable. Based on the
current estimated value of the Deep Lake Hermitage property, the sale
will not generate sufficient funds to fully repay the note payable.
The Partnership is currently engaged in discussions with the
noteholders to accept a reduced payment in full satisfaction of all
obligations in order to enable a sale of the project; however, there
can be no assurance that a final agreement will be reached with the
noteholders or that a sale of the property will be consummated, or
that any such sale would result in any distribution to the
Partnership. Because the note and interest payable are non-recourse
liabilities, a gain from debt forgiveness is expected to be realized
by the Partnership upon sale of the property.
NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS
Under the terms of the Partnership's Restated Certificate and
Agreement of Limited Partnership, the Partnership is obligated to the
general partners for an annual management fee equal to 0.5 percent of
the invested assets of the limited partnerships. Invested assets is
defined as the costs of acquiring project interests including the
proportionate amount of the mortgage loans related to the
Partnership's interests in the capital accounts of the respective
limited partnerships. For the nine months ended September 30, 1996,
the expense to NAPICO was $394,988, of which $150,000 was paid.
The Partnership also reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $9,948, and $22,384 for the nine months
ended September 30, 1996 and 1995, respectively, and is included in
operating expenses.
As of September 30, 1996, the fees and expenses due the general
partners exceeded the Partnership's cash and cash equivalents and
short term investments. The general partners, during the forthcoming
year, will not demand payment of amounts due in excess of such cash
or such that the Partnership would not have sufficient operating cash.
8
<PAGE> 11
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS (CONTINUED)
An affiliate of NAPICO is the general partner in 10 of the limited
partnerships, and another affiliate receives property management fees
of approximately 5 to 6 percent of revenues from five of these
partnerships. For the nine months ended September 30, 1996 and 1995,
approximately $179,400 and $176,506, respectively, was paid to the
NAPICO affiliate for property management fees.
Pursuant to a Memorandum of Understanding entered into on August 11,
1995, the Partnership paid $16,207 on May 1, 1996 to an affiliate of
NAPICO, that serves as the management company for properties owned by
the Partnership. Such amount represents interest on funds advanced to
the Partnership by the master disbursement account maintained by the
management company. In addition, the Partnership on May 1, 1996
reimbursed Housing Programs Corporation II $15,000 for professional
fees, which were estimated to have been paid on behalf of the
Partnership in connection with issues raised in the Memorandum of
Understanding.
NOTE 5 - CONTINGENCIES
NAPICO is a plaintiff in various lawsuits and has also been named as
defendant in other lawsuits arising from transactions in the ordinary
course of business. In the opinion of NAPICO, the claims will not
result in any material liability to the Partnership.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair
value information about financial instruments, when it is practicable
to estimate that value. The notes payable are collateralized by the
Partnership's limited partnership interest in the applicable
lower-tier limited partnerships and are payable only out of cash
distributions from the applicable lower-tier partnerships. The income
generated by the operations of the applicable lower-tier limited
partnerships, which account for the Partnership's primary source of
revenues, are subject to various government rules, regulations and
restrictions which make it impracticable to estimate the fair value of
the notes payable and related accrued interest. The carrying amount
of other assets and liabilities reported on the balance sheets that
require such disclosure approximates fair value due to their
short-term maturity.
9
<PAGE> 12
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income
earned from investing available cash and distributions from limited
partnerships in which the Partnership has invested. It is not
expected that any of the local limited partnerships in which the
Partnership has invested will generate cash flow sufficient to provide
for distributions to limited partners in any material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds. The
Partnership may also receive distributions from the lower-tier limited
partnerships in which it has invested.
Operating expenses of the Partnership consist of recurring general and
administrative expenses, professional fees for services rendered to
the Partnership and accrued interest on the notes payable. In
addition, an annual Partnership management fee in an amount equal to
.5 percent of invested assets is payable to the general partners.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment
balance by its proportionate share of the income or loss of the local
limited partnerships. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized.
Distributions received from limited partnerships are treated as return
of capital until the investment balance has been reduced to zero or to
a negative amount equal to future capital contributions required.
Subsequent distributions received are treated as income.
Except for certificates of deposit and money market funds, the
Partnership's investments consist entirely of interests in other
limited partnerships owning government assisted housing projects.
Available cash is invested to provide interest income as reflected in
the statements of operations. These funds can be converted to cash to
meet obligations as they arise. The Partnership intends to continue
investing available funds in this manner.
The Montecito lower-tier limited partnership had been operating at a
deficit, and the general partner of the Montecito Local Partnership
was unsuccessful in its attempts to negotiate a mortgage modification
with the lender. No mortgage payments were made since June 6, 1994
and the mortgage was in default. On July 18, 1995, the property was
foreclosed upon by the lender. The Partnership's original investment
in the Montecito Local Partnership represented approximately 5% of the
Partnership's total capital raised. The Partnership's financial
statements reflect no investment in the Montecito Local Partnership at
September 30, 1996 and December 31, 1995.
10
<PAGE> 13
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of September 30, 1996, NAPICO was a plaintiff or defendant in several
lawsuits. None of these suits are related to the Partnership. In the opinion
of NAPICO, the claims will not result in any material liability to the
Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the quarter ended
June 30, 1996.
11
<PAGE> 14
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOUSING PROGRAMS LIMITED
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
Date:
------------------------------------------
By:
------------------------------------------
Bruce Nelson
President
Date:
------------------------------------------
By:
------------------------------------------
Shawn Horwitz
Executive Vice President and
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNING AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 590,558
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 715,558
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,128,201
<CURRENT-LIABILITIES> 4,480
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (6,840,176)
<TOTAL-LIABILITY-AND-EQUITY> 15,126,201
<SALES> 0
<TOTAL-REVENUES> 308,212
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 524,837
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 774,551
<INCOME-PRETAX> (991,176)
<INCOME-TAX> 0
<INCOME-CONTINUING> (991,176)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (991,176)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>