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, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-24656
LIBERTY TAX CREDIT PLUS III L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3491408
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- - -------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
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 ____
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
============== ==============
September 30, March 31,
1997 1997
-------------- --------------
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $68,977,441 and $63,453,107,
respectively ............................... $ 234,967,583 $ 240,343,013
Cash and cash equivalents .................... 5,338,300 6,518,662
Cash held in escrow .......................... 16,509,607 15,777,598
Deferred costs, net of accumulated
amortization of $2,111,664
and $1,931,076, respectively ............... 3,297,696 3,478,284
Other assets ................................. 3,068,163 2,753,083
------------- -------------
Total assets ............................... $ 263,181,349 $ 268,870,640
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable ..................... $ 199,820,202 $ 200,800,132
Due to debt guarantor ...................... 25,768,155 23,814,448
Accounts payable and other
liabilities ............................... 22,294,401 20,885,235
Due to local general partners and
affiliates ................................ 10,572,404 10,941,243
Due to general partners and
affiliates ................................ 2,727,492 2,305,530
------------- -------------
Total liabilities .......................... 261,182,654 258,746,588
------------- -------------
Minority interest ............................ 1,698,489 2,257,054
------------- -------------
Commitments and contingencies (Note 4)
Partners' capital:
Limited partners (139,101.5 BACs
issued and outstanding) ................... 1,532,661 9,023,785
General Partners ........................... (1,232,455) (1,156,787)
------------- -------------
Total partners' capital .................... 300,206 7,866,998
------------- -------------
Total liabilities and partners'
capital .................................... $ 263,181,349 $ 268,870,640
============= =============
See Accompanying Notes to Consolidated Statements
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<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
================== ================
Three Months Ended Six Months Ended
September 30, September 30,
------------------ ----------------
1997 1996* 1997 1996*
---- ----- ---- ----
Revenues
Rental income $8,013,871 $ 7,763,682 $15,977,623 $ 15,493,134
Other 591,210 637,100 1,065,605 1,128,066
----------- ----------- ----------- ------------
8,605,081 8,400,782 17,043,228 16,621,200
----------- ----------- ----------- ------------
Expenses
General and
administrative 1,695,858 1,665,515 3,407,568 3,181,522
General and
administrative-
related parties
(Note 2) 869,443 677,153 1,882,758 1,347,833
Operating 818,346 845,592 1,768,245 1,860,387
Repairs and
maintenance 1,166,927 1,095,222 2,202,124 2,007,991
Real estate taxes 491,274 497,365 1,001,446 993,461
Insurance 382,947 362,186 762,970 730,659
Interest 4,013,072 3,903,306 7,952,531 7,916,571
Depreciation and
amortization 2,817,993 3,149,866 5,704,922 5,966,091
----------- ----------- ----------- -----------
12,255,860 12,196,205 24,682,564 24,004,515
----------- ----------- ----------- -----------
Minority interest
in loss of
subsidiaries 38,441 40,631 72,544 77,616
----------- ----------- ----------- -----------
Net loss $(3,612,338) $(3,754,792) $(7,566,792) $(7,305,699)
=========== =========== =========== ===========
Net loss
per BAC $ (25.71) $ (26.72) $ (53.85) $ (52.00)
=========== =========== =========== ===========
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements
-3-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
======================================
Limited General
Total Partners Partners
--------------------------------------
Partners' capital-
April 1, 1997 $ 7,866,998 $ 9,023,785 $(1,156,787)
Net loss (7,566,792) (7,491,124) (75,668)
---------- ---------- -----------
Partners' capital-
September 30, 1997 $ 300,206 $ 1,532,661 $(1,232,455)
========== ========== ==========
See Accompanying Notes to Consolidated Financial Statements
-4-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
====================
Six Months Ended
September 30,
--------------------
1997 1996
--------------------
Cash flows from operating activities:
Net loss ................................. $(7,566,792) $(7,305,699)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization ............ 5,704,922 5,966,091
Minority interest in loss of
subsidiaries ............................ (72,544) (77,616)
Increase in accounts payable and
other liabilities ....................... 1,409,166 1,462,660
Increase in cash held in escrow .......... (796,428) (111,570)
Increase in other assets ................. (315,080) (130,433)
Increase in due to general partners
and affiliates .......................... 421,962 356,418
Increase in due to local general
partners and affiliates ................. 102,360 243,051
Decrease in due to local general
partners and affiliates ................. (471,199) (816,465)
Increase in due to debt guarantor 1,953,707 1,386,032
----------- -----------
Net cash provided by operating
activities .............................. 370,074 972,469
----------- -----------
Cash flows from investing activities:
Improvements to property and
equipment ............................... (148,904) (436,943)
Decrease in cash held in escrow .......... 64,419 628,000
----------- -----------
Net cash (used in) provided by
investing activities .................... (84,485) 191,057
----------- -----------
See Accompanying Notes to Consolidated Financial Statements
-5-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(continued)
(Unaudited)
===================
Six Months Ended
September 30,
-------------------
1997 1996
-------------------
Cash flows from financing activities:
Principal payments of mortgage
notes payable .......................... (979,930) (774,248)
Increase in deferred costs .............. 0 (43,990)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest ...... (486,021) (217,634)
----------- -----------
Net cash used in financing activities (1,465,951) (1,035,872)
----------- -----------
Net increase (decrease) in cash
and cash equivalents ................... (1,180,362) 127,654
Cash and cash equivalents at
beginning of period ..................... 6,518,662 8,420,959
----------- -----------
Cash and cash equivalents at
end of period ........................... $ 5,338,300 $ 8,548,613
----------- -----------
See Accompanying Notes to Consolidated Financial Statements
-6-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Liberty Tax Credit
Plus III L.P. (the "Partnership") and 61 subsidiary partnerships (the
"subsidiary partnerships" or "Local Partnerships") in which the Partnership
holds a 98% limited partnership interest and 1 subsidiary partnership in which
the Partnership holds a 27% limited partnership interest (the other 71% limited
partnership interest is owned by an affiliate of the Partnership, with the same
management). Through the rights of the Partnership and/or an affiliate of a
General Partner, which affiliate has a contractual obligation to act on behalf
of the Partnership, to remove the general partner of the subsidiary local
partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the subsidiary partnerships.
The Partnership's fiscal quarter ends September 30. All subsidiaries have fiscal
quarters ending June 30. Accounts of the subsidiaries have been adjusted for
intercompany transactions from July 1 through September 30.
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $60,000 and $66,000 and $126,000 and $130,000 for the
three and six months ended September 30, 1997 and 1996, respectively. The
Partnership's investment in each subsidiary is generally equal to the respective
subsidiary's partners' equity less minority interest capital, if any. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
-7-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997
(Unaudited)
The books and records of the Partnership are maintained on the accrual basis in
accordance with generally accepted accounting principles. In the opinion of the
General Partners of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the financial position of the
Partnership as of September 30, 1997, the results of operations for the three
and six months ended September 30, 1997 and 1996 and cash flows for the six
months ended September 30, 1997 and 1996. However, the operating results for the
six months ended September 30, 1997 may not be indicative of the results for the
year.
Certain information and note disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted or condensed. These consolidated financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Partnership's Annual Report on Form 10-K for the period ended March 31,
1997.
Note 2 - Related Party Transactions
Liberty Associates IV L.P. ("Liberty Associates"), an affiliate of the General
Partners, has a 1% and .998% interest as a Special Limited Partner in 61 and 1
of the Local Partnerships, respectively. Affiliates of the General Partners also
have a minority interest in certain Local Partnerships.
-8-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997
(Unaudited)
The costs incurred to related parties for the three and six months ended
September 30, 1997 and 1996 were as follows:
=================== ======================
Three Months Ended Six Months Ended
September 30, September 30,
------------------- ----------------------
1997 1996* 1997 1996*
------------------- ----------------------
Partnership
management
fees (a) $358,500 $187,500 $ 717,000 $ 375,000
Expense
reimburse-
ment (b) 51,353 23,077 176,633 72,124
Property
management
fees (c) 431,590 441,576 933,125 850,709
Local adminis-
trative fee (d) 28,000 25,000 56,000 50,000
--------- --------- ---------- ----------
$869,443 $677,153 $1,882,758 $1,347,833
========= ========= ========== ==========
*Reclassified for comparative purposes
(a) The General Partners are entitled to receive a partnership management fee
after payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. The partnership management fee subject to the foregoing
limitation, will be determined by the General Partners in their sole discretion
based upon their review of the Partnership's investments. Unpaid partnership
management fees for any year will be accrued without interest and will be
payable only to the extent of available funds after the Partnership has made the
distributions to the limited partners of sale or refinancing proceeds equal to
their original capital contributions plus a 10% priority return thereon (to the
extent not theretofore paid out of cash flow). Partnership management fees owed
to the General Partners amounting to approximately $2,133,000 and $1,774,000
were accrued and unpaid at September 30, 1997 and March 31, 1997, respectively.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the
-9-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997
(Unaudited)
General Partners and their affiliates on the Partnership's behalf. The amount of
reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. Another affiliate of the Related General Partner performs
asset monitoring for the Partnership. These services include site visits and
evaluations of the subsidiary partnerships' performance.
(c) The subsidiary partnerships incurred property management fees amounting to
$515,084 and $540,735, and $1,097,564 and $1,047,609 for the three and six
months ended September 30, 1997 and 1996, respectively, of which $431,590 and
$441,576, and $933,125 and $850,709 for the three and six months ended September
30, 1997 and 1996, respectively, were incurred to affiliates of the subsidiary
partnerships' general partners. Included in amounts incurred to affiliates of
the subsidiary partnerships' general partners were $40,224 and $19,260, and
$79,199 and $38,198 for the three and six months ended September 30, 1997 and
1996, respectively, which were also incurred to affiliates of the Related
General Partner.
(d) Liberty Associates IV L.P., a special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.
Note 3 - Mortgage Notes Payable
Williamsburg Residential II, L.P.
- - ---------------------------------
In November 1996, the general partner of Williamsburg Residential II, L.P.
("Williamsburg II") stopped making the mortgage note payments which constituted
an event of default. The general partner also communicated to the limited
partners its desire to withdraw as general partner and property manager in an
effort to eliminate the need for it to further secure loans from its affiliated
entities to keep the project going. The limited partners retained a national
property management firm to operate the property effective January 1, 1997 and
replaced the general partner effective January 16, 1997.
The new general partner, which is an affiliate of the Related General Partner,
had been in contact with the lender, Federal National Mortgage Association
("FNMA"), shortly after the default. Wil-
-10-
<PAGE>
LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997
(Unaudited)
liamsburg II entered into a Forbearance Agreement with FNMA on January 27, 1997.
The agreement called for back payments to be made and provided Williamsburg II
60 days to work out a loan agreement. A subsequent extension of the forbearance
agreement ran through July 25, 1997 at which time the loan was modified. The
general framework of the loan modification agreement calls for: 1. Williamsburg
II to deposit an amount equal to $110,000 into a debt service escrow fund to be
utilized as needed; 2. Payments of interest only on the loan for 36 months; 3.
The waiving of replacement reserve escrow payments during 1997; 4. Excess net
operating income to be turned over to the loan servicer monthly. FNMA's standard
modification documentation was used and FNMA will not exercise further remedies
relating to the default.
Note 4 - Commitments and Contingencies
The following disclosures include changes and/or additions to disclosures
regarding the subsidiary partnerships which were included in the Partnership's
Annual report on Form 10-K for the period ended March 31, 1997 (see Note 3 for a
discussion of the resolution of the contingency regarding Williamsburg
Residential II, L.P.).
West 132nd Development Partnership
West 132nd Development Partnership ("West 132nd") has received notification of
default on its mortgages due to its arrears on the mortgage debt and related
escrow accounts. As of March 31, 1997, West 132nd owed approximately $48,000
toward its prior monthly installments, inclusive of principal, interest and
escrows. However, as of November 1, 1997, these payments have been made and the
mortgages are current.
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
- - -------------------------------
The Partnership's primary source of funds include (i) working capital reserves
in the original amount of 3.5% of gross equity raised and (ii) cash
distributions from the operations of the Local Partnerships.
As of September 30, 1997 the Partnership has invested all of the net proceeds in
62 Local Partnerships. Approximately $1,434,000 of the purchase price remains to
be paid (which includes approximately $1,145,000 held in escrow). During the six
months ended September 30, 1997, approximately $64,000 was paid to the Local
Partnerships, all of which was released from escrow.
During the six months ended September 30, 1997, cash and cash equivalents of the
Partnership and its 62 consolidated Local Partnerships decreased by
approximately $1,180,000. This decrease was attributable to improvements to
property and equipment ($149,000), principal payments of mortgage notes payable
($980,000) and a decrease in capitalization of consolidated subsidiaries
attributable to minority interest ($486,000) which exceeded cash provided by
operating activities ($370,000) and a decrease in cash held in escrow from
investing activities ($64,000). Included in the adjustments to reconcile the net
loss to cash provided by operating activities is depreciation and amortization
($5,705,000) and an increase in due to debt guarantor of ($1,954,000).
The Partnership has a working capital reserve in the original amount of 3.5% of
gross equity raised of which approximately $1,855,000 and $2,548,000 remained
unused at September 30, 1997 and March 31, 1997, respectively.
Cash distributions received from the Local Partnerships remain relatively
immaterial. These distributions, as well as the working capital reserves
referred to in the preceding paragraph, will be used to meet the future
operating expenses of the Partnership. During the six months ended September 30,
1997 and 1996, the amounts received from operations of the Local Partnerships
approximated $202,000 and $91,000, respectively.
For a discussion of contingencies affecting certain Local Partnerships, see Note
4 to the financial statements. Since the maximum loss the Partnership would be
liable for is its net investment in the respective Local Partnerships, the
resolution of the existing contingencies is not anticipated to impact future
results of operations,
-12-
<PAGE>
liquidity or financial condition in a material way.
However, the Partnership's loss of its investment in a Local Partnership will
eliminate the ability to generate future tax credits from such Local Partnership
and may also result in recapture of tax credits if the investment is lost before
the expiration of the compliance period.
Management is not aware of any trends or events, commitments or uncertainties,
which have not otherwise been disclosed, that will or are likely to impact
liquidity in a material way. Management believes the only impact would be for
laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversifications of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 62 Local Partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years and
are transferable with the property during the remainder of such ten year period.
If the General Partners determined that a sale of a property is warranted, the
remaining tax credits would transfer to the new owner, thereby adding value to
the property on the market, which are not included in the financial statement
carrying amount.
Results of Operations
- - ---------------------
Results of operations for the three and six months ended September 30, 1997 and
1996 consisted primarily of (i) the results of the Partnership's investment in
the consolidated Local Partnerships and (ii) interest income earned on the
working capital reserve and funds not fully invested in Local Partnerships as
certain benchmarks, such as occupancy levels, must be attained prior to the
Partnership paying the acquisition costs in full.
Results of operations of the consolidated Local Partnerships for the three and
six months ended September 30, 1997 continues to be in the form of rental income
with corresponding expenses divided among operations, depreciation and mortgage
interest.
Rental income increased approximately 3% for both the three and six months ended
September 30, 1997 as compared to the corresponding periods in 1996 primarily
due to rental rate increases.
Total expenses, excluding general and administrative-related parties and
depreciation and amortization, remained fairly consistent with increases of
approximately 2% for both the three and six
-13-
<PAGE>
months ended September 30, 1997 as compared to the corresponding periods in
1996.
General and administrative-related parties increased approximately $208,000 and
$550,000 for the three and six months ended September 30, 1997 as compared to
the corresponding periods in 1996 primarily due to an increase in partnership
management fees and expense reimbursements payable to the General Partners, the
change at two Local Partnerships from an unaffiliated property manager to one
which is an affiliate and an increase in property management fees resulting from
an increase in an incentive management fee at another Local Partnership.
Depreciation and amortization decreased approximately $332,000 and $261,000 for
the three and six months ended September 30, 1997 as compared to the
corresponding periods in 1996 primarily due to a decrease in depreciation
expense in 1997 resulting from a provision for impairment of assets which was
recorded in the fourth quarter of 1996 at one Local Partnership.
-14-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information
Paul L. Abbott ceased to serve as President, Chief Executive Officer and
Chief Financial Officer of Liberty GP III Inc., effective September 1, 1997.
Effective September 1, 1997, Doreen D. Odell was elected President, Chief
Executive Officer and Chief Financial Officer of Liberty GP III Inc.
Affiliates of Related Credit Properties III L.P. and Liberty GP III Inc.,
general partners of the Partnership, have entered into a Purchase Agreement
pursuant to which Liberty GP III Inc. agreed to sell and an affiliate of Related
Credit Properties III L.P. agreed to purchase 100% of the stock of Liberty GP
III Inc. (the "Transfer"). Pursuant to the Partnership Agreement, the consent of
Limited Partners is not required to approve the Transfer. The Partnership,
Related Credit Properties III L.P. and Liberty GP III Inc. intend to consummate
the Transfer no later than December 31, 1997. There can be no assurance,
however, when or if the Transfer will be consummated.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter.
-15-
<PAGE>
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.
LIBERTY TAX CREDIT PLUS III L.P.
--------------------------------
(Registrant)
By: RELATED CREDIT PROPERTIES III L.P.,
a General Partner
By: RELATED CREDIT PROPERTIES III INC.,
General Partner
Date: November 13, 1997
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Senior Vice President
(principal financial officer)
Date: November 13, 1997
By: /s/ Richard A. Palermo
----------------------
Richard A. Palermo,
Treasurer
(principal accounting officer)
By: LIBERTY GP III INC.,
a General Partner
Date: November 13, 1997
By: /s/ Doreen D. Odell
-------------------
Doreen D. Odell
President,
Chief Executive Officer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the financial
statements for Liberty Tax Credit Plus III L.P. and is qualified in its entirety
by reference to such financial statements
</LEGEND>
<CIK> 0000843076
<NAME> Liberty Tax Credit Plus III L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-1-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,338,300
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,577,770
<PP&E> 303,945,024
<DEPRECIATION> 68,977,441
<TOTAL-ASSETS> 263,181,349
<CURRENT-LIABILITIES> 61,362,452
<BONDS> 199,820,202
0
0
<COMMON> 0
<OTHER-SE> 300,206
<TOTAL-LIABILITY-AND-EQUITY> 263,181,349
<SALES> 0
<TOTAL-REVENUES> 17,043,228
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,730,033
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,952,531
<INCOME-PRETAX> (7,639,336)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,639,336)
<EPS-PRIMARY> (53.85)
<EPS-DILUTED> 0
</TABLE>
