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 June 30, 1996
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-20476
INDEPENDENCE TAX CREDIT PLUS L.P.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3589920
------------------------------ ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30, March 31,
1996 1996
---------- ----------
<S> <C> <C>
Property and equipment at cost, net of accumulated depreciation of
$16,893,284 and $15,437,715, respectively $166,048,013 $167,478,231
Cash and cash equivalents 2,105,996 2,395,044
Cash held in escrow 8,921,451 8,730,403
Deferred costs, net of accumulated amortization of
$964,584 and $882,061, respectively 3,171,530 3,254,053
Other assets 1,937,149 1,930,488
------------ ------------
Total assets $182,184,139 $183,788,219
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $100,474,073 $100,916,832
Construction note payable 6,740,018 6,740,018
Accounts payable and other liabilities 6,360,425 6,470,526
Due to local general partners and affiliates 5,299,773 5,359,196
Due to general partner and affiliates 1,120,372 1,216,328
----------- ------------
Total liabilities 119,994,661 120,702,900
----------- -----------
Minority interest 6,826,956 6,850,591
---------- -----------
Partners' capital:
Limited partners (76,786 BACs issued and outstanding) 55,491,771 56,355,255
General partner (129,249) (120,527)
---------- ----------
Total partners' capital 55,362,522 56,234,728
---------- ----------
Total liabilities and partners' capital $182,184,139 $183,788,219
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
-2-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-------------------------------
1996 1995*
------------ ------------
<S> <C> <C>
Revenues
Rental income $ 4,833,372 $ 4,739,753
Other income 124,736 136,814
------------ ------------
4,958,108 4,876,567
------------- ------------
Expenses
General and administrative 751,423 656,671
General and administrative-related parties (Note 2) 276,374 522,611
Repairs and maintenance 637,512 571,424
Operating and other 671,334 651,200
Taxes 304,559 293,307
Insurance 188,101 242,543
Financial, principally interest 1,469,965 1,414,796
Depreciation and amortization 1,538,092 1,509,849
------------ ------------
5,837,360 5,862,401
------------ ------------
Net loss before minority interest (879,252) (985,834)
------------- ------------
Minority interest in loss of subsidiary partnerships 7,046 8,300
------------- ------------
Net loss $ (872,206) $ (977,534)
============= =============
Net loss per limited partners $ (863,484) $ (967,759)
============= ==============
Net loss per BAC $ (11.25) $ (12.60)
============= ==============
</TABLE>
*Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements
-3-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
Total Limited Partners General Partner
----------- ---------------- ---------------
<S> <C> <C> <C>
Partners' capital-April 1, 1996 $56,234,728 $56,355,255 $ (120,527)
Net loss (872,206) (863,484) (8,722)
------------ ------------ ------------
Partners' capital-June 30, 1996 $55,362,522 $55,491,771 $ (129,249)
=========== =========== ============
</TABLE>
See accompanying notes to consolidated financial statements
-4-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECREASE IN CASH AND CASH EQUIVALENTS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------
1996 1995
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (872,206) $ (977,534)
------------- -------------
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 1,538,092 1,509,849
Minority interest in loss of subsidiaries (7,046) (8,300)
(Decrease) increase in due to general partner and affiliates (95,956) 172,028
Decrease in due from local general partner and affiliate 0 60,033
Decrease in accounts payable and other liabilities (110,101) (419,550)
Increase in other assets (6,661) (39,204)
(Increase) decrease in cash held in escrow (263,348) 31,308
------------- -------------
Total adjustments 1,054,980 1,306,164
------------- -------------
Net cash provided by operating activities 182,774 328,630
Cash flows from investing activities:
Acquisition of property and equipment (25,351) (214,995)
Decrease in cash held in escrow 72,300 0
Increase in due to local general partners and affiliates 833 321
Decrease in due to local general partners and affiliates (60,256) (1,704,725)
------------- -------------
Net cash used in investing activities (12,474) (1,919,399)
------------- -------------
Cash flows from financing activities:
Proceeds from mortgage notes payable 0 58,120
Repayment of mortgage notes (442,759) (394,620)
Decrease in capitalization of consolidated subsidiaries attributable
to minority interest (16,589) 0
------------- -------------
Net cash used in financing activities (459,348) (336,500)
------------- -------------
Net decrease in cash and cash equivalents (289,048) (1,927,269)
Cash and cash equivalents at beginning of period 2,395,044 4,827,649
------------- -------------
Cash and cash equivalents at end of period $ 2,105,996 $ 2,900,380
============= =============
</TABLE>
See accompanying notes to consolidated financial statements
-5-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
NOTE 1 - General
Independence Tax Credit Plus L.P. (the "Partnership") was formed
pursuant to the laws of the State of Delaware on November 7, 1990 but had no
activity until May 31, 1991, (which date is considered to be inception for
financial accounting purposes), and commenced its public offering on July 1,
1991. The Partnership's business is to invest in other limited partnerships
("subsidiary partnerships", "subsidiaries" or "Local Partnerships") owning
affordable apartment complexes that are eligible for the low-income housing tax
credit. Some of such apartment complexes may also be eligible for the
rehabilitation investment credit for certified historic structures. As of June
30, 1996 the Partnership has acquired an interest in 28 Local Partnerships. The
Partnership does not intend to acquire additional properties.
Pursuant to a public offering, the Partnership was authorized to
issue 200,000 units ($200,000,000) of beneficial assignment certificates
("BACs") representing assignment of Limited Partnership Interests in the
Partnership. As of June 30, 1996 the Partnership has raised a total of
$76,786,000 from the sale of 76,786 BACs and no further issuance of BACs is
anticipated.
The Partnership's fiscal quarter ends June 30. All subsidiaries
have fiscal quarters ending March 31. Accounts of the subsidiaries have been
adjusted for intercompany transactions from April 1 through June 30.
All intercompany accounts and transactions with the subsidiary
partnerships have been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated
subsidiaries attributable to minority interest arise from cash contributions 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 $11,000 and $4,400 for the
three months ended June 30, 1996 and 1995, 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.
In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective April 1, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.
Property and equipment are carried at the lower of depreciated
cost or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. As
required by SFAS No. 121, a provision for loss on impairment of assets is
recorded when estimated amounts recoverable through future operations and sale
of the property on an undiscounted basis are below depreciated cost. However,
depreciated cost, adjusted for such reductions in value, if any, may be greater
than the fair value.
-6-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
NOTE 1 - General (continued)
Property investments themselves are reduced to estimated fair value (generally
using discounted cash flows) when the property is considered to be impaired and
the depreciated cost exceeds estimate fair value. Through June 30, 1996, the
Partnership has not recorded any provisions for loss in impairment of assets or
reduction to estimated fair value.
Certain information and note disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been omitted or condensed. These condensed fiancial 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, 1996.
The books and records of the Partnership are maintained on the
accrual basis of accounting in accordance with generally accepted accounting
principles. In the opinion of the General Partner, 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 June 30, 1996 and the results of operations and cash flows for
the three months ended June 30, 1996 and 1995. However, the operating results
for the three months ended June 30, 1996 may not be indicative of the results
for the year.
NOTE 2 - Related Party Transactions
An affiliate of the General Partner, Independence SLP, L.P., has a
1% interest as a special limited partner in each of the subsidiary partnerships.
An affiliate of the General Partner also has a minority interest in certain
local limited partnerships.
The General Partner and its affiliates performed services for the
Partnership. The costs incurred to related parties for the three months ended
June 30, 1996 and 1995 were as follows:
Three Months Ended
June 30,
----------------------------
1996 1995
---------- ------------
Partnership management fees (a) $ 25,000 $220,055
Expense reimbursement (b) 21,154 19,613
Property management fees (c) 212,220 267,943
Local administrative fee (d) 18,000 15,000
-------- --------
$276,374 $522,611
======== ========
(a) The General Partner is 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. Subject to the foregoing limitation, the
partnership management fee will be determined by the General Partner in its sole
discretion based upon its 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
-7-
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(Unaudited)
NOTE 2 - Related Party Transactions (continued)
funds after the Partnership has made 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).
(b) The Partnership reimburses the General Partner and its
affiliates for actual Partnership operating expenses incurred by the General
Partner and its 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 General Partner performs asset
monitoring for the Partnership. These services include site visits and
evaluations of the subsidiary partnerships' performance.
(c) Property management fees incurred to affiliates of the
subsidiary partnerships amounted to $212,220 and $267,943 for the three months
ended June 30, 1996 and 1995, respectively. Included in amounts incurred to
affiliates of the subsidiary partnerships were $18,244 and $16,873 for the three
months ended June 30, 1995 and 1996, respectively, which were also incurred to
an affiliate of the Related General Partner.
(d) Independence SLP, L.P. is entitled to receive a local
administrative fee of up to $2,500 per year from each subsidiary partnership.
Pursuant to the Partnership Agreement and the Local Partnership
Agreements, the General Partner and Independence SLP, L.P. received their
pro-rata share of profits, losses and tax credits.
NOTE 3 - Commitments and Contingencies
There were no 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, 1996.
-8-
<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 raised and interest earned thereon, and (ii) cash distributions
from the operations of the Local Partnerships. All these sources of funds are
available to meet obligations of the Partnership.
The Partnership received $76,786,000 in Gross Proceeds from the
sale of BACs pursuant to a public offering, resulting in net proceeds available
for investment, after volume discounts, establishment of a working capital
reserve, payment of sales commissions, acquisition fees and expenses, and
offering expenses, of $61,400,000.
As of June 30, 1996, the Partnership has invested approximately
$59,710,000 (not including acquisition fees of approximately $4,491,000) of net
proceeds in twenty-eight Local Partnerships of which approximately $1,237,000
remains to be paid to the Local Partnerships (which is being held in escrow) as
certain benchmarks, such as occupancy level, must be attained prior to the
release of the funds. During the three months ended June 30, 1996, approximately
$72,000 was paid from escrow. The Partnership does not intend to acquire
additional properties, however, the Partnership may be required to fund
potential purchase price adjustments based on tax credit adjustor clauses.
Cash and cash equivalents of the Partnership and its twenty-eight
consolidated subsidiary partnerships decreased approximately $289,000 during the
three months ended June 30, 1996 primarily due to repayments of mortgage notes
($443,000), acquisitions of property and equipment ($25,000) and a net decrease
in due to local general partners and affiliates ($59,000) which exceeded cash
provided by operating activities ($183,000) and a decrease in cash held in
escrow for investing activities ($72,000). Included in the adjustments to
reconcile the net loss to cash flow from operations is depreciation and
amortization of approximately $1,538,000.
An original working capital reserve of approximately $1,536,000
(2% of Gross Proceeds raised) was established from the Partnership's funds
available for investment. The working capital reserve at June 30, 1996 and March
31, 1996 was approximately $281,000 and $365,000, respectively, which includes
amounts which may be required for the potential purchase price adjustments based
on tax credit adjustor clauses.
Cash distributions received from the Local Partnerships remain
relatively immaterial. Distributions of approximately $40,000 and $58,000 were
received during the three months ended June 30, 1996 and 1995, respectively.
However, management expects that the distributions received from the Local
Partnerships will increase, although not to a level sufficient to permit
providing cash distributions to BACs holders. These distributions as well as the
working capital reserves referred to in the above paragraph will be used to meet
the operating expenses of the Partnership.
HUD recently released the proposed American Community Partnerships
Act (the "ACPA"). The ACPA is HUD's blueprint for providing for the nation's
housing needs in an era of static or decreasing budget authority.
Two key proposals in the ACPA that could affect the Local
Partnerships are: a discontinuation of project based Section 8 subsidy payments
and an attendant reduction in debt on properties that were supported by the
Section 8 payments.
The ACPA calls for a transition during which the project-based
Section 8 would be converted to a tenant-based voucher system. Any FHA insured
debt would then be "marked-to-market", that is revalued in light of the reduced
income stream, if any.
Several industry sources have already commented to HUD and
Congress that in the event the ACPA was fully enacted in its present form, the
reduction in mortgage indebtedness would be considered taxable income to
-9-
<PAGE>
limited partners in the Partnership. Legislative relief has been proposed to
exempt "marked-to-market" debt from cancellation of indebtedness income
treatment. Though HUD initially backed away from the "marked-to-market"
proposal, it has now been re-introduced as "Portfolio Restructuring".
For a discussion of contingencies affecting certain Local
Partnerships, see Note 3 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, liquidity or financial condition in a
material way.
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 from 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
diversification 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 28 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 the ten year
period. If trends in the real estate market warranted the sale of a property,
the remaining tax credits would transfer to the new owner; thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.
Results of Operations
- ---------------------
In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective April 1, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.
Property and equipment are carried at the lower of depreciated
cost or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. As
required by SFAS No. 121, a provision for loss on impairment of assets is
recorded when estimated amounts recoverable through future operations and sale
of the property on an undiscounted basis are below depreciated cost. However,
depreciated cost, adjusted for such reductions in value, if any, may be greater
than the fair value. Property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is
considered to be impaired and the depreciated cost exceeds estimated fair value.
Through June 30, 1996, the Partnership has not recorded any provisions for loss
on impairment of assets or reduction to estimated fair value.
The Partnership's results of operations for the three months ended
June 30, 1996 and 1995 consisted primarily of the results of the Partnership's
investment in twenty-eight Local Partnerships. The majority of Local Partnership
income continues to be in the form of rental income with the corresponding
expenses being divided among operations, depreciation and mortgage interest.
Rental income remained fairly consistent with an increase of
approximately 2% for the three months ending June 30, 1996 as compared to the
same period in 1995 primarily due to rental rate increases.
Total expenses not including general and administrative, general
and administrative-related parties, repairs and maintenance and insurance
increased approximately 3% for the three months ending June 30, 1996 as compared
to the same period in 1995.
-10-
<PAGE>
General and administrative increased approximately $95,000 for the
three months ending June 30, 1996 as compared to the same period in 1995
primarily due to increases at four Local Partnerships. There was an increase in
security at one Local Partnership, an increase in selling and renting expenses
at a second, and an increase in bad debt expense at two other Local
Partnerships.
General and administrative-related parties decreased approximately
$246,000 for the three months ending June 30, 1996 as compared to the same
period in 1995 primarily due to a decrease in partnership management fees
payable to the General Partner as well as a decrease in property management fees
from three Local Partnerships in 1996.
Repairs and maintenance increased approximately $66,000 for the
three months ending June 30, 1996 as compared to the same period in 1995. This
was primarily due to an increase in snow removal at one Local Partnership as a
result of the severe winter and the acquisition of new doors, fire alarms and
smoke detectors at another Local Partnership.
Insurance decreased approximately $54,000 for the three months
ending June 30, 1996 as compared to the same period in 1995 primarily due to an
understatement of prepaid insurance at March 31, 1995 at one Local Partnership.
-11-
<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:
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter.
-12-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
INDEPENDENCE TAX CREDIT PLUS L.P.
---------------------------------
(Registrant)
<TABLE>
<CAPTION>
<S> <C>
By: RELATED INDEPENDENCE ASSOCIATES L.P.
a General Partner
By: RELATED INDEPENDENCE ASSOCIATES INC.
a General Partner
Date: August 13, 1996
By: /s/ Alan Hirmes
--------------------------------
Alan Hirmes,
Vice President
Date: August 13, 1996
By: /s/ Lawrence J. Lipton
--------------------------------
Lawrence J. Lipton,
Treasurer
(Principal Financial and Accounting Officer)
</TABLE>
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Independence Tax Credit Plus L.P.
and is qualified in its entirety by reference to
such financial statements
</LEGEND>
<CIK> 0000869615
<NAME> Independence Tax Credit Plus L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-1-1996
<PERIOD-END> JUN-30-1996
<CASH> 11,027,447
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,108,679
<PP&E> 182,941,297
<DEPRECIATION> 16,893,284
<TOTAL-ASSETS> 182,184,139
<CURRENT-LIABILITIES> 12,763,208
<BONDS> 107,231,453
0
0
<COMMON> 0
<OTHER-SE> 62,189,478
<TOTAL-LIABILITY-AND-EQUITY> 182,184,139
<SALES> 0
<TOTAL-REVENUES> 4,958,108
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,367,395
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,469,965
<INCOME-PRETAX> (879,252)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (879,252)
<EPS-PRIMARY> (11.25)
<EPS-DILUTED> 0
</TABLE>
