<PAGE>
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 December 31, 1996
OR
/ / 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 0-20638
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3519080
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Seaport Plaza, New York, New York 10292-0116
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check CK 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 _CK_ No __
<PAGE>
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1996 1996
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investment in property:
Land $ 4,005,633 $ 4,005,633
Buildings and improvements 74,583,558 74,583,558
Accumulated depreciation (12,739,045 ) (11,073,281)
------------- -----------
Net investment in property 65,850,146 67,515,910
Cash and cash equivalents 957,318 1,012,131
Cash and cash equivalents held in escrow 1,144,456 613,065
Deferred financing costs, net 3,161,248 3,386,089
Organizational costs, net 45,722 69,056
Other assets 200,713 348,668
------------- -----------
Total assets $ 71,359,603 $72,944,919
------------- -----------
------------- -----------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Mortgage notes payable $ 46,229,155 $46,378,992
Accrued interest payable 1,324,810 1,044,112
Other accrued expenses and liabilities 1,303,971 1,355,458
Due to general partners and affiliates of local partnerships 1,701,155 1,539,945
Development fees payable 1,579,709 1,579,709
Construction costs payable 605,358 605,358
Real estate taxes payable 537,938 87,289
Due to General Partner and its affiliates 619,794 368,849
------------- -----------
Total liabilities 53,901,890 52,959,712
------------- -----------
Minority interest in local partnerships 3,292,306 3,712,217
------------- -----------
Partners' capital (deficit)
Limited partners (38,125 BUC$ issued and outstanding) 14,365,352 16,451,859
General Partner (1 BUC issued and outstanding) (199,945 ) (178,869)
------------- -----------
Total partners' capital 14,165,407 16,272,990
------------- -----------
Total liabilities and partners' capital $ 71,359,603 $72,944,919
------------- -----------
------------- -----------
- ---------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated statements
2
<PAGE>
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months For the Three Months
Ended December 31, Ended December 31,
--------------------------- -------------------------
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Rental income $ 6,415,617 $ 6,563,111 $2,111,692 $2,201,142
Other income 353,644 458,339 128,379 212,124
Interest income 15,559 18,615 2,014 5,716
----------- ----------- ---------- ----------
6,784,820 7,040,065 2,242,085 2,418,982
----------- ----------- ---------- ----------
EXPENSES
Interest 3,233,596 3,218,306 1,083,032 1,065,198
Depreciation and amortization 1,913,939 1,910,385 638,429 636,266
Operating and other 1,467,784 1,406,054 513,014 505,691
Taxes and insurance 919,403 862,454 333,355 285,895
Repairs and maintenance 997,859 919,979 355,398 364,612
General and administrative 266,586 308,035 76,931 96,186
Partnership management fees 212,931 258,181 81,311 86,373
Property management fees 300,216 262,556 86,677 81,721
----------- ----------- ---------- ----------
9,312,314 9,145,950 3,168,147 3,121,942
----------- ----------- ---------- ----------
Loss before minority interest (2,527,494) (2,105,885) (926,062) (702,960)
Minority interest in loss of local
partnerships 419,911 363,600 158,411 145,282
----------- ----------- ---------- ----------
Net loss $(2,107,583) $(1,742,285) $ (767,651) $ (557,678)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
ALLOCATION OF NET LOSS
Limited partners $(2,086,507) $(1,724,862) $ (759,974) $ (552,101)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
General Partner $ (21,076) $ (17,423) $ (7,677) $ (5,577)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
Net loss per limited partner BUC $ (54.72) $ (45.24) $ (19.93) $ (14.48)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
- ------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
LIMITED GENERAL
BUC$ PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Partners' capital (deficit)--March 31, 1996 38,126 $16,451,859 $(178,869) $16,272,990
Net loss -- (2,086,507) (21,076) (2,107,583)
------ ----------- --------- -----------
Partners' capital (deficit)--December 31,
1996 38,126 $14,365,352 $(199,945) $14,165,407
------ ----------- --------- -----------
------ ----------- --------- -----------
- -----------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated statements
3
<PAGE>
<PAGE>
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months
Ended December 31,
---------------------------
1996 1995
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,107,583) $(1,742,285)
----------- -----------
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,913,939 1,910,385
Minority interest in loss of local partnerships (419,911) (363,600)
Increase in cash held in escrow (531,391) (145,219)
Increase in real estate taxes payable 450,649 108,711
Increase (decrease) in accrued interest payable 280,698 (116,946)
(Increase) decrease in other assets 147,955 (65,188)
Increase in other liabilities 307,668 64,365
----------- -----------
Total adjustments 2,149,607 1,392,508
----------- -----------
Net cash provided by (used in) operating activities 42,024 (349,777)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgage notes (149,837) (104,618)
Advances pursuant to operating deficit guaranties 153,000 175,000
Payment on working capital advance from local general partner (100,000) --
----------- -----------
Net cash provided by (used in) financing activities (96,837) 70,382
----------- -----------
Net decrease in cash and cash equivalents (54,813) (279,395)
Cash and cash equivalents at beginning of period 1,012,131 1,201,654
----------- -----------
Cash and cash equivalents at end of period $ 957,318 $ 922,259
----------- -----------
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 2,900,937 $ 3,283,293
----------- -----------
----------- -----------
- ----------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated statements
4
<PAGE>
<PAGE>
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996
(Unaudited)
A. General
These consolidated financial statements have been prepared without audit. In
the opinion of management, the consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position of Prudential-Bache Tax Credit Properties
L.P. (the ``Partnership'') as of December 31, 1996, the results of its
operations for the nine and three months ended December 31, 1996 and 1995 and
its cash flows for the nine months ended December 31, 1996 and 1995. However,
the operating results for the interim periods may not be indicative of the
results expected for a full year.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K filed with the Securities and Exchange Commission for the year ended March
31, 1996.
The Partnership invests in partnerships (the ``Local Partnerships'') which
own the properties. The financial statements of the Local Partnerships
consolidated herein are for the nine-month periods ended September 30, and
occupancy rates are as of September 30.
On December 19, 1996, Prudential-Bache Properties, Inc. (``PBP''), the
general partner of the Partnership (the ``General Partner''); P.B. Tax Credit
S.L.P. (``PBSLP''), an affiliate of the General Partner; and Related Capital
Company (``RCC'') entered into an agreement for the purchase by RCC or its
affiliates of PBP's general partner interests in the Registrant and certain
other associated interests. Affiliates of RCC serve as general partners of five
of the Local Partnerships. The agreement is subject to numerous conditions
including the settlement of the class action litigation (In re Prudential
Securities Inc. Limited Partnership Litigation, MDL No. 1005) (the ``Class
Action'') against affiliates of RCC and the approval of the sale and withdrawal
of PBP as the sole general partner of the Partnership by the court overseeing
the Class Action. Following consummation of the transaction, RCC or its
affiliate will become the general partner of the Partnership. There can be no
assurance that the conditions to the closing of the proposed transaction will be
satisfied nor to the time frame in which a closing may occur.
Certain balances from prior periods have been reclassified to conform with
the current financial statement presentation.
B. Related Parties
PBP and its affiliates perform services for the Partnership which include,
but are not limited to: accounting and financial management, registrar, transfer
and assignment functions, asset management, investor communications, printing
and other administrative services. The General Partner and its affiliates
receive management fees and reimbursements for general and administrative costs
incurred in connection with these services, the amount of which is limited by
the provisions of the Partnership Agreement. The costs and expenses incurred
were:
<TABLE>
<CAPTION>
Nine Months Three Months
Ended December 31, Ended December 31,
--------------------- ---------------------
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management fees $212,931 $258,181 $ 81,311 $ 86,373
General and administrative 64,641 75,920 9,456 14,276
-------- -------- -------- --------
$277,572 $334,101 $ 90,767 $100,649
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
5
<PAGE>
A portion of the management fees paid to the General Partner is remitted to
an affiliate of the Local General Partner of five of the Local Partnerships. The
General Partner has deferred the receipt of its management fees since January 1,
1995 and has deferred the receipt of the reimbursement of general and
administrative costs (excluding printing costs) incurred on behalf of the
Partnership since April 1, 1996. As of December 31, 1996, Due to General Partner
and its affiliates includes $558,291 relating to management fees payable and
$61,503 relating to reimbursement of general and administrative costs.
PBSLP acts as special limited partner of each Local Partnership and is
entitled to receive up to $2,750 per year from each Local Partnership as a local
administrative fee. As of December 31, 1996, $128,000 in fees have been accrued,
of which $45,250 were incurred for the nine months ended December 31, 1996;
however, no fees have been paid to date.
Pursuant to the agreement entered into by PBP and RCC on December 19, 1996
and subject to the conditions to the closing of the proposed transaction being
satisfied, all amounts due to the General Partner as noted in the preceding two
paragraphs (excluding printing costs of $9,210) will be forgiven by PBP (see
Note A to the financial statements).
The Partnership maintains an account with the Prudential Tax Free Money
Market Fund, an affiliate of PBP, for investment of its available cash in
short-term instruments.
Prudential Securities Incorporated (``PSI''), an affiliate of PBP, owns 56
BUC$ at December 31, 1996.
6
<PAGE>
<PAGE>
PRUDENTIAL-BACHE TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Prudential-Bache Tax Credit Properties L.P. (the ``Partnership'') invested in
eight Local Partnerships that are owners of low-income multi-family residential
complexes. The Local Partnerships are operated in accordance with the low-income
housing rules and regulations in order to protect the related tax credits. The
Partnership's primary sources of funds are rental revenues (which are fully
utilized at the property level) and, to a lesser extent, interest earned on
working capital reserves. A working capital reserve ($121,000 at December 31,
1996) is maintained to fund operations and contingencies of the Partnership. The
working capital reserve is invested in a tax-free money market fund. Based on
the reduced level of the Partnership's working capital reserve, the General
Partner has deferred the receipt of its management fee since January 1, 1995 and
the reimbursement of general and administrative costs (excluding printing costs)
incurred on behalf of the Partnership since April 1, 1996. (See Note B to the
financial statements.)
At the Local Partnership level, certain Local General Partners and/or their
affiliates have made guarantees with respect to the Local Partnerships which,
under certain circumstances, require their funding cash flow deficits pursuant
to operating deficit guaranty agreements. These operating deficit advances do
not bear interest and are repayable by the Local Partnership in accordance with
the respective Local Partnership agreement. As of December 31, 1996, there are
still operating deficit guaranty agreements in effect at Summer Creek Villas and
Papillion Heights.
The Summer Creek Villas Local Partnership continues to experience severe cash
flow deficits. The maximum funding obligation of the Local General Partner under
the Summer Creek Villas operating deficit guaranty agreement which expired on
December 31, 1996 was $3,392,000, of which $1,540,000 was funded through
December 31, 1996. Of the total funded, the Local General Partner has elected to
treat $820,000 as non-repayable advances. The Local General Partner is also
obligated to fund operating deficits during a second guaranty period commencing
August 1996 and expiring July 1999. The maximum funding obligation during this
second guaranty period is $924,000 of which $112,000 was funded through
December 31, 1996 and treated as non-repayable advances. As of December
31, 1996, the financial statements of the Partnership include $773,000 as
``Due to general partners and affiliates of Local Partnerships'' under the
Summer Creek Villas operating deficit guaranty agreement due to the three
month lag in recording the financial information of the Local Partnerships.
The Papillion Heights operating deficit guaranty agreement is in effect until
such date that the net operating income is sufficient to cover 115% of the debt
service for twelve consecutive months, as defined. Of the $170,000 maximum
funding obligation, approximately $40,000 has been funded to date and such
amount is included in the financial statements as ``Due to general partners and
affiliates of Local Partnerships'' as of December 31, 1996.
In addition, the Partnership's financial statements as of December 31, 1996
also reflect payables of approximately $150,000 under certain operating deficit
guaranty agreements which have expired.
The Local Partnerships generated net operating income before debt service and
depreciation of $2,967,000 and $3,435,000 during the nine-month periods ended
December 31, 1996 and 1995, respectively. Debt service payments (interest and
principal) made during the same periods were $3,051,000 and $3,388,000,
respectively.
Results of Operations
The operating results of the Local Partnerships consolidated herein are for
the nine-month periods ended September 30. Information disclosed below with
respect to each Local Partnership is consistent with this method of
presentation.
7
<PAGE>
<PAGE>
Net operating income before debt service and depreciation of the Local
Partnerships was as follows:
<TABLE>
<CAPTION>
Nine Months
Ended December 31,
-------------------------
Property 1996 1995
- ------------------------------------------------------------------------
<S> <C> <C>
Hubbard's Ridge $ 155,000 $ 202,000
Cutler Canal II 375,000 429,000
Diamond Street 59,000 83,000
Papillion Heights 100,000 188,000
Hill Top Homes 243,000 303,000
Summer Creek Villas 1,769,000 1,948,000
Brookland Park Plaza 153,000 169,000
Compton Townhouses 113,000 113,000
---------- ----------
$2,967,000 $3,435,000
---------- ----------
---------- ----------
</TABLE>
Rental income decreased $147,000 for the nine months ended December 31, 1996
as compared to 1995 mainly as a result of decreases of $124,000, $44,000 and
$21,000, respectively, at Summer Creek Villas, Diamond Street and Cutler Canal
II due to lower occupancies. These decreases were partially offset by increases
of $17,000 each at Hubbard's Ridge and Hill Top Homes due to higher rental
rates.
Other income (consisting primarily of application fees, forfeited security
deposits and operating deficit guarantees) decreased $105,000 for the nine
months ended December 31, 1996 as compared to 1995 primarily due to a $94,000
adjustment in 1995 relating to an operating deficit guaranty agreement of a
Local Partnership.
Operating and other expense increased $62,000 for the nine months ended
December 31, 1996 as compared to 1995. The variance was mainly due to increases
of $20,000, $16,000 and $15,000 at Hill Top Homes, Hubbard's Ridge and Cutler
Canal II, respectively, as a result of the recognition of uncollected rents.
Taxes and insurance expense increased $57,000 for the nine months ended
December 31, 1996 as compared to 1995. The variance was mainly due to increases
of $27,000, $17,000 and $16,000 at Brookland Park Plaza, Hill Top Homes and
Hubbard's Ridge, respectively, as a result of the timing of recording both real
estate taxes and property insurance.
Repairs and maintenance expense increased $78,000 for the nine months ended
December 31, 1996 as compared to 1995 mainly due to increases of $42,000,
$29,000 and $20,000 at Summer Creek Villas, Hubbard's Ridge and Hill Top Homes,
respectively. The increase at Summer Creek Villas was the result of higher
carpet cleaning and replacement and general maintenance costs; at Hubbard's
Ridge due to damage caused by wind storms, partially offset by the receipt of
insurance proceeds; and at Hill Top Homes due to higher general maintenance
costs. These variances were partially offset by a decrease of $14,000 at
Papillion Heights due to lower repairs and replacement costs compared to the
prior year. Repairs and maintenance expense for the Local Partnerships decreased
$9,000 for the three months ended December 31, 1996 as compared to 1995
primarily due to Papillion Heights for the reasons discussed above.
General and administrative expense decreased $41,000 for the nine months
ended December 31, 1996 as compared to 1995 primarily due to lower costs to
administer the Partnership.
Partnership management fees expense decreased $45,000 and Property management
fees expense increased $38,000 for the nine months ended December 31, 1996 as
compared to 1995 primarily due to a reclassification between the two categories.
Comparative three month 1996 and 1995 operating results generally reflect the
trends discussed for the comparative nine month periods, except for repairs and
maintenance expense as described above.
8
<PAGE>
<PAGE>
Property Information
Occupancies at the Local Partnerships were as follows:
<TABLE>
<CAPTION>
September 30,
-------------------------
Property 1996 1995
- ------------------------------------------------------------------------
<S> <C> <C>
Hubbard's Ridge 81% 98%
Cutler Canal II 89 96
Diamond Street 92 100
Papillion Heights 96 100
Hill Top Homes 88 98
Summer Creek Villas 86 92
Brookland Park Plaza 100 97
Compton Townhouses 97 92
</TABLE>
(Occupancies are calculated by dividing occupied units by total available
units.)
The Partnership holds a 66.5% interest in Summer Creek Villas, a 98% interest
in Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99% interest
in Cutler Canal II, Diamond Street, Papillion Heights and Brookland Park Plaza.
There were no significant changes in occupancies at the above properties as of
February 2, 1997 except for a continuing decrease in the occupancy rate to 82%
at Summer Creek Villas.
* * * *
9
<PAGE>
<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--None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Description:
Agreement of Limited Partnership as adopted on May 3, 1989 and
Amendments thereto dated May 25, 1989 and June 21, 1989*
Form of Amended and Restated Agreement of Limited Partnership
(included in
Prospectus as Exhibit A)**
Form of Purchase and Sale Agreement pertaining to the Partnership's
Acquisition of Local Partnership Interests.**
Form of Amended and Restated Agreement of Local Limited Partnership
of Local Partnerships.**
Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--Current Report on Form 8-K dated December
19, 1996, as filed with the Securities and Exchange Commission
on January 10, 1997, relating to Item 5 regarding the entering
into an agreement for the sale of the general partner's
interests in the Registrant and certain other associated
interests.
------------
* Filed as an exhibit to Pre-Effective Amendment No. 1 to Form S-11
Registration Statement (No. 33-28571) (the ``Registration
Statement'') and incorporated herein by reference.
** Filed as an exhibit to Pre-Effective Amendment No. 2 to Form S-11
Registration Statement and incorporated herein by reference.
10
<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.
Prudential-Bache Tax Credit Properties L.P.
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: February 14, 1997
----------------------------------------
Eugene D. Burak
Vice President
Chief Accounting Officer for the
Registrant
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for P-B Tax Credit Properties,
L.P. and is qualified in its entirety
by reference to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000850184
<NAME> P-B Tax Credit Properties, L.P.
<MULTIPLIER> 1
<FISCAL-YEAR-END> Mar-31-1997
<PERIOD-START> Apr-1-1996
<PERIOD-END> Dec-31-1996
<PERIOD-TYPE> 9-Mos
<CASH> 957,318
<SECURITIES> 0
<RECEIVABLES> 200,713
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,509,457
<PP&E> 78,589,191
<DEPRECIATION> 12,739,045
<TOTAL-ASSETS> 71,359,603
<CURRENT-LIABILITIES> 10,965,041
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 14,165,407
<TOTAL-LIABILITY-AND-EQUITY> 71,359,603
<SALES> 6,784,820
<TOTAL-REVENUES> 6,784,820
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,658,807
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,233,596
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,107,583)
<EPS-PRIMARY> (54.72)
<EPS-DILUTED> 0
</TABLE>
