<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 MARCH 31, 1997
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 MARCH 31, 1997
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, March 31, 1997 and December 31, 1996 .....................................1
Statements of Operations,
Three Months Ended March 31, 1997 and 1996........................................2
Statement of Partners' Equity (Deficiency),
Three Months Ended March 31, 1997 ................................................3
Statements of Cash Flow,
Three Months Ended March 31, 1997 and 1996........................................4
Notes to Financial Statements ............................................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation..............................................11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................................13
Item 6. Exhibits and Reports on Form 8-K.......................................................13
Signatures......................................................................................14
</TABLE>
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
ASSETS
1997 1996
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $ 14,371,333 $ 14,364,056
CASH AND CASH EQUIVALENTS (Note 1) 1,010,286 948,476
------------ ------------
TOTAL ASSETS $ 15,381,619 $ 15,312,532
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3 and 6) $ 10,169,743 $ 10,169,743
Accrued interest payable (Notes 3 and 6) 11,064,338 10,811,557
Accrued fees and expenses due general
partners (Note 4) 1,398,709 1,317,044
Accounts payable 26,415 30,905
------------ ------------
22,659,205 22,329,249
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 2, 4 and 5)
PARTNERS' DEFICIENCY:
General partners (323,522) (320,913)
Limited partners (6,954,064) (6,695,804)
------------ ------------
(7,277,586) (7,016,717)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 15,381,619 $ 15,312,532
============ ============
</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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
INTEREST INCOME $ 12,038 $ 6,716
--------- ---------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 131,663 131,663
General and administrative (Note 4) 14,214 15,019
Legal and accounting (Note 4) 44,483 44,804
Interest (Notes 3 and 4) 252,781 268,988
--------- ---------
Total operating expenses 443,141 460,474
--------- ---------
LOSS FROM OPERATIONS (431,103) (453,758)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME 133,856 145,401
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 36,378 38,000
--------- ---------
NET LOSS $(260,869) $(270,357)
========= =========
NET LOSS PER LIMITED PARTNERSHIP INTEREST $ (21) $ (22)
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENT OF PARTNERS' EQUITY (DEFICIENCY)
THREE MONTHS ENDED MARCH 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS
March 31, 1997 12,368
===========
DEFICIENCY, January 1, 1997 $ (320,913) $(6,695,804) $(7,016,717)
Net loss for the three months
ended March 31, 1997 (2,609) (258,260) (260,869)
----------- ----------- -----------
DEFICIENCY, March 31, 1997 $ (323,522) $(6,954,064) $(7,277,586)
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these inancial statements.
3
<PAGE> 6
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (260,869) $ (270,357)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (36,378) (38,000)
Increase in accrued interest payable 252,781 252,781
Increase in accrued fees and
expenses due general partners 81,665 112,864
Increase (decrease) in accounts payable (4,490) 418,185
----------- -----------
Net cash provided by operating activities 32,709 475,473
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships
recognized as a return of capital 29,101 -
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 61,810 475,473
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 948,476 595,330
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,010,286 $ 1,070,803
=========== ===========
</TABLE>
The accompanying notes are an integral part of these inancial statements.
4
<PAGE> 7
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
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, 1996. 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 March 31, 1997 and the results of operations and
changes in cash flows for the three 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 NAPICO, Housing Programs
Corporation II 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)
MARCH 31, 1997
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.
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.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership adopted Statement of Financial Accounting Standards No.
121, Account for the Improvement of Long-Lived Assets and for Long-Lived
Assets To Be Disposed Of as of January 1, 1996 without a significant
effect on its financial statements. The Partnership reviews long-lived
assets to determine if there has been any permanent impairment whenever
events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. If the sum of the expected future cash
flows is less than the carrying amount of the assets, the Partnership
recognizes an impairment loss.
The Partnership now holds indirect interests in 18 properties, as the
sole limited partner in various limited partnerships. 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.
6
<PAGE> 9
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership, as a limited partner, is entitled to 99 percent of the
income and losses of the lower-tier limited partnerships.
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 March 31, 1997:
<TABLE>
<S> <C>
Balance, beginning of period $14,364,056
Amortization of acquisition costs (9,622)
Equity in income of limited partnerships 46,000
Distribution recognized as return of capital (29,101)
-----------
Balance, end of period $14,371,333
===========
</TABLE>
The following are unaudited combined estimated statements of operations
for the three months ended March 31, 1997 and 1996 for the limited
partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
INCOME
Rental and Other $ 4,484,000 $ 4,283,000
EXPENSES
Depreciation 883,000 881,000
Interest 910,000 927,000
Operating 2,982,000 2,823,000
----------- -----------
Total expenses 4,775,000 4,631,000
----------- -----------
NET LOSS $ (294,000) $ (348,000)
=========== ===========
</TABLE>
7
<PAGE> 10
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of
partnership interests from partners who subsequently withdrew from the
operating partnership. The Partnership is obligated for various
non-recourse notes payable of $10,169,743, bearing interest at 9.5
percent per annum through December 31, 1994 to the various sellers of
the partnership interests. Effective January 1, 1995, the interest rate
for the two notes totaling $1,500,000 changed to 12.5 percent per terms
of the notes. The notes have principal maturity dates ranging from
October 31, 1996 to December 2001 or upon sale or refinancing of the
underlying partnership properties. These obligations and the related
interest are collateralized by the Partnership's investment in the
investee limited partnerships and are payable only out of cash
distributions from the investee partnerships, as defined in the notes.
Unpaid interest is due at maturity of the notes.
The lower-tier partnership that owns the Deep Lake Hermitage Apartments
has entered into a contract for the sale of Deep Lake Hermitage. There
is a $1,500,000 notes payable (which matured in October, 1996) by the
Partnership to sellers of interests in the lower-tier partnership that
owns the Deep Lake Hermitage property. The total outstanding balance of
the notes, including accrued interest of $1,682,221, at March 31, 1997
is approximately $3,182,221, which 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 notes
payable. The Partnership has entered into an agreement with the
noteholders who will accept a reduced payment of $1,000,000 together
with net cash flow generated by the project since October, 1996 in full
satisfaction of all obligations in order to enable the sale of the
project. The project is in the process of being sold for $4,800,000,
which is scheduled to be completed in August, 1997. Because the notes
and interest payable are non-recourse liabilities, a gain on debt
forgiveness is expected to be realized by the Partnership upon sale of
the property. However, if the sale is not completed, the Partnership has
deposited into escrow an assignment of the Partnership's interest in
Deep Lake Hermitage Apartments, which assignment will be delivered to
the noteholders, resulting in the loss of the Partnership's interest in
the Deep Lake Local Partnership. The Partnership's carrying value of the
investment in the Deep Lake Local Partnership is approximately $980,000
at March 31, 1997.
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
three months ended March 31, 1997 and 1996, the expense was $131,663.
The Partnership also reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $0, and $7,461 for the three months ended
March 31, 1997 and 1996, respectively, and is included in operating
expenses.
8
<PAGE> 11
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS (CONTINUED)
As of March 31, 1997, 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; however, the
Partnership will remain liable for all such amounts.
An affiliate of NAPICO is the general partner in ten of the limited
partnerships, and another affiliate receives property management fees of
approximately 5 to 6 percent of revenues from five of the ten
partnerships. For the three months ended March 31, 1997 and 1996,
approximately $61,600 and $58,900, 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 interest of $16,207 on May 1, 1996 to an
affiliate of NAPICO, that served as the management company for
properties owned by the Partnership. The interest relates to 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 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 investments in investee limited partnerships and are
payable only out of cash distributions from the investee partnerships.
The cash flow generated by operations of the investee 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)
MARCH 31, 1997
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 recognized 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 recognized as income.
Except for certificates of deposit and money market funds, the
Partnership's investments are 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 lower-tier partnership that owns the Deep Lake Hermitage Apartments
has entered into a contract for the sale of Deep Lake Hermitage. There
is a $1,500,000 note payable (which note matured in October, 1996) by
the Partnership to a seller of interests in the lower-tier partnership
that owns the Deep Lake Hermitage property. The total outstanding
balance of the note (including accrued interest of $1,682,221) is
approximately $3,182,221, which 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 has entered into an agreement with the noteholders who
will accept a reduced payment of $1,000,000 together with net cash flow
generated by the project since October, 1996 in full satisfaction of all
obligations in order to enable the sale of the project. The project is
in the process of
10
<PAGE> 13
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
being sold for $4,800,000, which is scheduled to be completed in August,
1997. Because the note and interest payable are non-recourse
liabilities, a gain on debt forgiveness is expected to be realized by
the Partnership upon sale of the property. However, if the sale is not
completed, the Partnership has deposited into escrow an assignment of
the Partnership's interest in the lower-tier partnership which owns the
Deep Lake Hermitage Apartments, which assignment will be delivered to
the noteholders, resulting in the loss of the Partnership's interest in
the Deep Lake Local Partnership. The Partnership's carrying value of the
investment in the Deep Lake Local Partnership is approximately $980,000.
11
<PAGE> 14
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1997
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 1997, 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 March 31,
1997.
12
<PAGE> 15
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1997
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
Date:
-----------------------------------------
13
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,010,286
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,010,286
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,381,619
<CURRENT-LIABILITIES> 26,415
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (7,277,586)
<TOTAL-LIABILITY-AND-EQUITY> 15,381,619
<SALES> 0
<TOTAL-REVENUES> 145,894
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 153,982
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 252,781
<INCOME-PRETAX> (260,869)
<INCOME-TAX> 0
<INCOME-CONTINUING> (260,869)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (260,869)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
