SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM 10-Q
-------------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission file number 0-15571
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name or registrant as specified in its charter)
North Carolina 56-1494619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4000 Blue Ridge Road, Suite 100
Raleigh, North Carolina 27612
(Address of principal executive office)
(Zip Code)
(919) 781-1700
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 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
----- -----
The Exhibit Index is located on Page 13.
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
a) Income Statement
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1999 1998 1999 1998
Gain on sale of land $ 0 $ 0 $ 0 $ 291,596
Extension Fees 0 0 0 77,606
Interest and other income 2,830 3,194 14,833 81,685
--------- --------- --------- ---------
Total income 2,830 3,194 14,833 450,887
General and
Administrative expenses 14,603 17,575 40,999 64,798
--------- --------- --------- ---------
NET INCOME
(LOSS) $ (11,773) $ (14,381) $ (26,166) $ 386,089
========= ========= ========= =========
Allocation of net income
(loss) to:
General Partner:
From Gain on sale of land $ 0 $ 0 $ 0 $ 2,916
From other operations 0 (143) (865) 945
--------- --------- --------- ---------
Total to General Partner 0 (143) (865) 3,881
--------- --------- --------- ---------
Limited Partners:
From Gain on sale of land 0 0 0 288,680
From other operations (11,773) (14,238) (25,301) 93,548
--------- --------- --------- ---------
(11,773) (14,238) (25,301) 382,228
--------- --------- --------- ---------
TOTAL ALLOCATION $ (11,773) $ (14,381) $ (26,166) $ 386,089
========= ========= ========= =========
Net income (loss) per
limited partnership unit
(based on 5,900 weighted
average limited partnership
units outstanding):
From Gain on sale
of land $ 0 $ 0 $ 0 $ 48.93
From other operations (1.99) (2.41) (4.29) 15.86
--------- --------- --------- ---------
TOTAL PER UNIT $ (1.99) $ (2.41) $ (4.29) $ 64.79
========= ========= ========= =========
================================================================================
See notes to unaudited financial statements.
2
<PAGE>
b) Balance Sheets
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 78,176 $ 110,033
Short-term investments 291,402 303,132
---------- ----------
CASH AND CASH EQUIVALENTS 369,578 413,165
Land held for investment--Note B 3,594,592 3,594,592
Other assets 4,334 2,029
---------- ----------
TOTAL ASSETS $3,968,504 $4,009,786
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 17,436 $ 14,637
Distribution not claimed by limited partners 146,646 165,922
Accounts payable-related party 3,000 1,639
---------- ----------
TOTAL LIABILITIES $ 167,082 $ 182,198
---------- ----------
PARTNERS' EQUITY
General partner's equity $ 0 $ 865
Limited partners' equity; 5900 units
authorized, issued, and outstanding 3,801,422 3,826,723
---------- ----------
TOTAL PARTNERS' EQUITY $3,801,422 $3,827,588
---------- ----------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $3,968,504 $4,009,786
========== ==========
</TABLE>
See notes to unaudited financial statements.
3
<PAGE>
c) Statements of Changes in Partners' Capital
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited)
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
----------- ----------- ----------- -----------
Balance at
January 1, 1999 5,900 $ 865 $ 3,826,723 $ 3,827,588
Net income for the
Nine months ended
September 30, 1999 (865) (25,301) (26,166)
----------- ----------- ----------- -----------
BALANCE AT
SEPTEMBER 30, 1999 5,900 $ $ 3,801,422 $ 3,801,422
=========== =========== =========== ===========
Balance at
January 1, 1998 5,900 $ 5,711 $ 4,750,383 $ 4,756,094
Net income for the
Nine months ended
September 30, 1998 3,861 382,228 386,089
Distribution for 1998
General Partner (8,627) (8,627)
Limited Partner (1,301,574) (1,301,574)
----------- ----------- ----------- -----------
BALANCE AT
SEPTEMBER 30, 1998 5,900 $ 945 $ 3,831,037 $ 3,831,982
=========== =========== =========== ===========
See notes to unaudited financial statements.
4
<PAGE>
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (26,166) $ 386,089
Changes in assets and liabilities:
Decrease in land held for investment 0 255,980
(Increase) decrease in other assets (2,305) 1,913
Increase (decrease) in trade accounts payable
and distributions not claimed by limited
partners (15,116) (7,705)
----------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (43,587) 636,277
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Distribution to General Partner 0 (8,627)
Distribution to Limited Partners 0 (1,301,574)
----------- -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (43,587) (673,924)
Cash and cash equivalents at beginning
of period 413,165 1,002,868
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 369,578 $ 328,944
=========== ===========
Supplemental disclosures of cash flow information
Cash paid for interest during the nine months ended
September 30 was $0 in 1999 and $0 in 1998.
</TABLE>
See notes to unaudited financial statements.
5
<PAGE>
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1999
NOTE A - SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Carolina Investment Partners, Limited Partnership (the "Registrant"), was
organized in 1985 to invest in real property which it will sell or lease
undeveloped or develop into office or commercial projects. Walsmith Associates
Two, a North Carolina general partnership, is the general partner (the "General
Partner").
Basis of Presentation:
The accompanying September 30, 1999 financial statements of the Registrant are
unaudited. In the opinion of the General Partner, all adjustments (consisting of
normal accruals) considered necessary for a fair presentation have been
included. Operating results for the period presented are not necessarily
indicative of the results that may be expected for the entire year.
NOTE B - LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS AND TRANSACTIONS
In July 1986, the Registrant purchased for $1,223,175 an undeveloped 16.3-acre
parcel of land in Cary, North Carolina, known as the Wellington Parcel, from
Wellington Park Associates ("WPA"), an affiliate of the General Partner. The
land was carried at the lower of (i) contract cost plus capitalized purchase and
closing costs or (ii) net realizable value. The contract under which the
Registrant purchased the parcel provided that WPA would share with the
Registrant in any profits resulting from the sale of the Wellington Parcel.
In June 1986 the Registrant purchased for approximately $3,080,200 an
undeveloped 26.7-acre parcel of land in Cary, North Carolina, known as the
Martin Parcel, from an affiliate of the General Partner. The land is carried at
the lower of (i) contract cost plus capitalized purchase and closing costs or
(ii) net realizable value.
In 1996, 1997 and 1998 the Registrant sold the Wellington Parcel to a third
party under the terms of an Agreement for the Purchase and Sale of Real Estate,
as amended ("the Agreement"), between the Registrant, Wellington Center
Associates LLC (successor to Churchill & Banks, Ltd.)("WCA"), and ADA
Corporation of North Carolina ("ADA"), an affiliate of the Registrant's General
Partner. The total sales price for the property sold, a portion of which was
owned by ADA, was $3,927,636. This sales price was allocated among the
Registrant and ADA based upon acreage sold by each, with $3,730,963 to the
Registrant and $196,673 to ADA. As of April 9, 1998, all of the Wellington
Parcel was sold.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
---------------------------------------------------------------
The Registrant's operations resulted in net loss of $11,773 during the quarter
ended September 30, 1999 compared to a net loss of $14,381 during the same
period of 1998, and a net loss of $26,166 during the nine months ended September
30, 1999 compared to a net income of $386,089 during the same period of 1998.
The primary differences between 1999 and 1998 were:
Three months ended September 30:
--------------------------------
o Expenses in 1998 included approximately $8,100 for outside service
relating to site plans and landscape architect services for the Martin
parcel.
Nine months ended September 30:
-------------------------------
o In the nine months ended September 30, 1998, there was a gain of
$291,596 from the sale of the remainder of the Registrant's Wellington
Parcel and a late closing penalty of $77,606 and interest of $66,167.
There was no sale in the nine months ended September 30, 1999.
o Expenses in 1998 included approximately $25,400 for outside service
relating to site plans and landscape architect services for the Martin
Parcel.
o Expenses in 1999 attributable to property taxes decreased
approximately $1,000. These taxes were lower due to the sales of land
during 1998.
Changes in the Registrant's financial condition as of September 30, 1999, in
comparison to December 31, 1998, are primarily due to:
o Reclassification of checks that were classified as liabilities to the
limited partners. These checks, totaling $19,276 as of September 30,
1999, have reduced cash and accounts payable.
As of November 11, 1999, the Registrant has $370,884 in cash and short-term
investments, which is sufficient to meet its needs during the next year.
The Registrant maintains its excess funds in a money market account and
certificates of deposit at Triangle Bank. The General Partner believes these
accounts are an appropriate investment of the Registrant's funds. Until its
properties are sold, placed into development and/or refinanced, the Registrant
anticipates deficits from operations and administrative expenses.
7
<PAGE>
YEAR 2000
The Registrant has assessed the potential impact of the Year 2000 issue on the
Registrant's operations. The Registrant believes that the Registrant does not
need to take any significant actions to address the Year 2000 issue and that the
impact of the Year 2000 issue will not materially affect the Registrant or the
Registrant's business, results of operations or financial condition. The
Registrant does not believe that the Year 2000 issue will materially affect the
Martin Parcel.
Due to the infrequent transfer of the Registrant's partnership interests and the
Registrant's use of paper records regarding the accounts of its partners (as a
supplement to the Registrant's computer systems), the Registrant does not
believe that the Year 2000 issue will materially affect the Registrant's
internal accounting or management systems. The Registrant will not make any
significant expenditures for computer equipment or software upgrades.
After brief discussion with Triangle Bank regarding the Year 2000 issue, the
Registrant does not believe that the Year 2000 issue will materially affect its
excess funds held at Triangle Bank. After brief discussions with the
Registrant's General Partner regarding the Year 2000 issue, the Registrant does
not believe that the Year 2000 issue will materially affect the General
Partner's ability to perform any of its duties in connection with the
Registrant. The Registrant does not believe that that Registrant is vulnerable
to any other third party failures to remedy their own Year 2000 issues.
CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE THE
REGISTRANT'S ACTUAL RESULTS TO DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING
STATEMENTS.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document, and any document
incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both
statements of historical facts and forward looking statements. Forward
looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those indicated by the
forward looking statements. Examples of forward looking statements include,
but are not limited to (i) projections of revenues, income or loss,
earnings or loss per share, capital expenditures, dividends, capital
structure and other financial items, (ii) statements of the plans and
objectives of the Registrant or its management, including the introduction
of new products, or estimates or predictions of actions by customers,
suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying
other statements and statements about the Registrant or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ
materially from those indicated by the forward looking statements. These
risks and uncertainties include uncertainties about the ability of the
Registrant to sell its other real estate assets, the price of real estate
sales, environmental and similar liabilities, future operating expenses and
the adequacy of
8
<PAGE>
capital resources to meet future operating expenses, which are described
herein and/or in documents incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Registrant should
not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Registrant prior to the effective date of such
Act. Forward looking statements are beyond the ability of the Registrant to
control and in many cases the Registrant cannot predict what factors would
cause actual results to differ materially from those indicated by the
forward looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable.
9
<PAGE>
Part II
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit No. 3.1 Amended Agreement of Limited Partnership of
the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual Report
filed on Form 10-K for the year ended
December 31, 1986).
Exhibit No. 10.1 Purchase Agreement between Registrant and
Walsmith Associates regarding the Martin
Parcel (incorporated by reference to
Exhibit 10.1 to the Registrant's Annual
Report filed on Form 10-K for the year
ended December 31, 1986).
Exhibit No. 10.2 Offer to Purchase and Contract for the Sale
and Purchase of Real Estate, dated as of
January 24, 1986, between Wellington Park
Associates and the Registrant (incorporated
by reference to Exhibit 6A to the
Registrant's Quarterly Report filed on Form
10-Q for the period ended June 30, 1989).
Exhibit No. 10.3 Agreement between the North Carolina
Department of Transportation and Walsmith
Associates (incorporated by reference
to Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1986).
Exhibit No. 10.4 Assignment and Assumption Agreement between
the Registrant and Walsmith Associates
(incorporated by reference to Exhibit 10.4
to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1986).
Exhibit No. 10.5 Amendment to Offer to Purchase and Contract
for the Sale and Purchase of Real Estate,
dated as of February 1, 1990, between
Wellington Park Associates and the Registrant
(incorporated by reference to Exhibit 10.6
to the Registrant's Annual Report filed on
Form 10-K for the period ended December 31,
1989).
Exhibit No. 10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA Corporation of
North Carolina, and the Registrant
(incorporated
10
<PAGE>
by reference to Exhibit C to the Registrant's
current report filed on Form 8-K, dated April
20, 1995).
Exhibit No. 10.7 First Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
August 9, 1995, between Churchill & Banks,
Ltd., ADA Corporation of North Carolina, and
the Registrant (incorporated by reference to
Exhibit C to the Registrant's Current Report
filed on Form 8-K, dated August 9, 1995).
Exhibit No. 10.8 Second Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
April 19, 1996, between Churchill & Banks,
Ltd., ADA Corporation of North Carolina, and
the Registrant (incorporated by reference to
Exhibit 28.5 to the Registrant's Quarterly
Report filed on Form 10-Q for the period
ended March 31, 1996).
Exhibit No. 10.9 Third Amendment to the Agreement for the
Purchase and Sale fo Real Estate, dated as
of September 10, 1996, between Churchill &
Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated
by reference to Exhibit 10.1 to the
Registrant's Current Report filed on Form
8-K, dated September 25, 1996).
Exhibit No. 10.10 Fourth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September __, 1996, between Churchill &
Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's
Current Report filed on Form 8-K, dated
September 25, 1996).
Exhibit 10.11 Fifth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September 27, 1996, between Wellington Center
Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit 10.3 to the Registrant's
Current Report filed on Form 8-K, dated
September 25, 1996).
11
<PAGE>
Exhibit No. 10.12 Sixth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as of
September 12, 1997, between Wellington Center
Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit 10.12 to the
Registrant's Quarterly Report on Form 10-Q,
dated September 30, 1997).
Exhibit No. 10.13 Letter Agreement to amend the Agreement for
the Purchase and Sale of Real Estate, dated
December 12, 1997 between Churchill & Banks,
Ltd., ADA Corporation of North Carolina, and
the Registrant (incorporated by reference to
Exhibit 10.13 to the Registrant's Quarterly
Report filed on Form 10-Q for the period
ended March 31, 1998).
Exhibit No. 10.14 Eighth Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated March
24, 1998 between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the
Registrant (incorporated by reference to
Exhibit 10.14 to the Registrant's Quarterly
Report filed on Form 10-Q for the period
ended March 31, 1998).
Exhibit No. 27 Financial Data Schedule
(b) Reports on Form 8-K. None
-------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP (Registrant)
BY: WALSMITH ASSOCIATES, TWO,
General Partner
By:/s/ Alton L. Smith III
---------------------
Alton L. Smith III, General Partner
Date: November 11, 1999
12
<PAGE>
INDEX
TO EXHIBITS
Exhibit No. Description Page
----------- ----------- ----
3.1 Amended Agreement of Limited
Partnership of the Registrant
(incorporated by reference to
Exhibit 4.1 to the Registrant's
Annual Report filed on Form 10-K for
the year ended December 31, 1986).
10.1 Purchase Agreement between
Registrant and Walsmith Associates
regarding the Martin Parcel
(incorporated by reference to
Exhibit 10.1 to the Registrant's
Annual Report filed on Form 10-K for
the year ended December 31, 1986).
10.2 Offer to Purchase and Contract for
the Sale and Purchase of Real
Estate, dated as of January 24,
1986, between Wellington Park
Associates and the Registrant
(incorporated by reference to
Exhibit 6A to the Registrant's
Quarterly Report filed on Form 10-Q
for the period ended June 30, 1989).
10.3 Agreement between the North Carolina
Department of Transportation and
Walsmith Associates (incorporated by
reference to Exhibit 10.3 to the
Registrant's Annual Report on Form
10-K for the year ended December 31,
1986).
10.4 Assignment and Assumption Agreement
between the Registrant and Walsmith
Associates (incorporated by
reference to Exhibit 10.4 to the
Registrant's Annual Report on Form
10-K for the year ended December 31,
1986).
10.5 Amendment to Offer to Purchase and
13
<PAGE>
Contract for the Sale and Purchase
of Real Estate, dated as of February
1, 1990, between Wellington Park
Associates and the Registrant
(incorporated by reference to
Exhibit 10.6 to the Registrant's
Annual Report filed on Form 10-K for
the period ended December 31, 1989).
10.6 Agreement for the Purchase and Sale
of Real Estate, dated as of April
20, 1995, between Churchill & Banks,
Ltd., ADA Corporation of North
Carolina, and the Registrant
(incorporated by reference to
Exhibit C to the Registrant's
current report filed on Form 8-K,
dated April 20, 1995).
10.7 First Amendment to the Agreement for
the Purchase and Sale of Real
Estate, dated as of August 9, 1995,
between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and
the Registrant (incorporated by
reference to Exhibit C to the
Registrant's Current Report filed on
Form 8-K, dated August 9, 1995).
10.8 Second Amendment to the Agreement
for the Purchase and Sale of Real
Estate, dated as of April 19, 1996,
between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and
the Registrant (incorporated by
reference to Exhibit 28.5 to the
Registrant's Quarterly Report filed
on Form 10-Q for the period ended
June 30, 1996).
10.9 Third Amendment to the Agreement for
the Purchase and Sale fo Real
Estate, dated as of September 10,
1996, between Churchill & Banks,
Ltd., ADA Corporation of North
Carolina, and the Registrant
(incorporated by reference to
Exhibit 10.1 to the Registrant's
Current
14
<PAGE>
Report filed on Form 8-K, dated
September 25, 1996).
10.10 Fourth Amendment to the Agreement
for the Purchase and Sale of Real
Estate, dated as of September __,
1996, between Churchill & Banks,
Ltd., ADA Corporation of North
Carolina, and the Registrant
(incorporated by reference to
Exhibit 10.2 to the Registrant's
Current Report filed on Form 8-K,
dated September 25, 1996).
10.11 Fifth Amendment to the Agreement for
the Purchase and Sale of Real
Estate, dated as of September 27,
1996, between Wellington Center
Associates, LLC, ADA Corporation of
North Carolina, and the Registrant
(incorporated by reference to
Exhibit 10.3 to the Registrant's
Current Report filed on Form 8-K,
dated September 25, 1996).
10.12 Sixth Amendment to the Agreement for
the Purchase and Sale of Real
Estate, dated as of September 12,
1997, between Wellington Center
Associates, LLC, ADA Corporation of
North Carolina, and the Registrant
(incorporated by reference to
Exhibit 10.12 to the Registrant's
Quarterly Report filed on Form 10-Q
for the period ended September 30,
1997).
10.13 Letter Agreement to amend the
Agreement for the Purchase and Sale
of Real Estate, dated as of December
12, 1997, between Churchill & Banks,
Ltd., ADA Corporation of North
Carolina, and the Registrant
(incorporated by reference to
Exhibit 10.13 to the Registrant's
Quarterly Report filed on Form 10-Q
for the period ended March 31,
1998).
15
<PAGE>
10.14 Eighth Amendment to the Agreement
for the Purchase and Sale of Real
Estate, dated as of March 24, 1998
between Wellington Center
Associates, LLC, ADA Corporation of
North Carolina, and the Registrant
(incorporated by reference to
Exhibit 10.14 to the Registrant's
Quarterly Report filed on Form 10-Q
for the period ended March 31,
1998).
27 Financial Data Schedule
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 369,578
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 369,578
<PP&E> 3,594,592
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,968,504
<CURRENT-LIABILITIES> 167,082
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,801,422
<TOTAL-LIABILITY-AND-EQUITY> 3,968,504
<SALES> 0
<TOTAL-REVENUES> 14,833
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 40,999
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,166)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,166)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,166)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
