UNITED STATES
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, 1999
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
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 Securi-
ties 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>
<TABLE>
PART I - Financial Information
Item 1. Financial Statements
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<CAPTION>
December 31, March 31,
1999 1999
<S> <C> <C>
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $36,887,176 and $32,535,934,
respectively $145,868,232 $149,574,764
Cash and cash equivalents 2,163,784 1,781,472
Cash held in escrow 9,749,486 9,045,621
Deferred costs, net of accumulated
amortization of $1,676,375
and $1,526,212, respectively 2,427,176 2,577,339
Other assets 2,246,140 1,990,777
Total assets $162,454,818 $164,969,973
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 92,999,094 $ 94,436,642
Construction note payable 6,740,018 6,740,018
Accounts payable and other liabilities 9,540,622 7,581,362
Due to local general partners and
affiliates 6,139,167 6,375,134
Due to general partner and affiliates 3,107,885 2,101,597
Total liabilities 118,526,786 117,234,753
Minority interest 6,585,301 6,601,170
Partners' capital (deficit):
Limited partners (76,786 BACs
issued and outstanding) 37,652,178 41,405,584
General partner (309,447) (271,534)
Total partners' capital (deficit) 37,342,731 41,134,050
Total liabilities and partners'
capital (deficit) $162,454,818 $164,969,973
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
1999 1998* 1999 1998*
<S> <C> <C> <C> <C>
Revenues
Rental income $ 4,920,160 $ 4,839,344 $14,717,783 $14,432,738
Other income 169,361 167,923 456,362 472,468
5,089,521 5,007,267 15,174,145 14,905,206
Expenses
General and
administrative 905,545 827,598 2,822,329 2,739,339
General and
administrative-
related parties
(Note 2) 504,395 472,641 1,488,930 1,455,323
Repairs and
maintenance 1,057,996 780,146 2,591,980 2,312,910
Operating 619,666 572,219 2,015,121 1,845,665
Taxes 326,492 318,948 985,061 978,540
Insurance 206,748 222,862 607,875 641,111
Financial,
principally
interest 1,467,040 1,340,539 3,966,400 3,899,273
Depreciation and
amortization 1,541,143 1,605,516 4,501,405 4,620,975
Total expenses 6,629,025 6,140,469 18,979,101 18,493,136
Net loss before
minority interest (1,539,504) (1,133,202) (3,804,956) (3,587,930)
Minority interest
in loss of
subsidiaries 3,137 2,348 13,637 27,309
Net loss $(1,536,367) $(1,130,854) $(3,791,319) $(3,560,621)
Net loss - limited
partners $(1,521,003) $(1,119,546) $(3,753,406) $(3,525,015)
Number of BACs
outstanding 76,786 76,786 76,786 76,786
Net loss per BAC $ (19.81) $ (14.58) $ (48.88) $ (45.91)
*Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Deficit)
(Unaudited)
<CAPTION>
Limited General
Total Partners Partner
<S> <C> <C> <C>
Partners' capital
(deficit)
April 1, 1999 $41,134,050 $41,405,584 $(271,534)
Net loss (3,791,319) (3,753,406) (37,913)
Partners' capital
(deficit)
December 31, 1999 $37,342,731 $37,652,178 $(309,447)
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Increase (decrease) in Cash and Cash Equivalents
(Unaudited)
<CAPTION>
Nine Months Ended
December 31,
1999 1998*
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,791,319) $(3,560,621)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 4,501,405 4,620,975
Minority interest in loss of
subsidiaries (13,637) (27,309)
Increase in due to general
partner and affiliates 1,006,288 757,351
Increase in accounts
payable and other liabilities 1,959,260 806,609
Increase in other assets (255,363) (460,921)
Increase in cash held
in escrow (766,865) (643,557)
Total adjustments 6,431,088 5,053,148
Net cash provided by operating activities 2,639,769 1,492,527
Cash flows from investing activities:
(Increase) decrease in property and equipment (644,710) 185,686
Decrease in cash held in escrow 63,000 63,000
Increase in due to local general
partners and affiliates 7,376 658,623
Decrease in due to local general
partners and affiliates (243,343) (290,208)
Net cash (used in) provided by
investing activities (817,677) 617,101
Cash flows from financing activities:
Proceeds from mortgage note payable 0 2,257,500
Repayment of mortgage notes (1,437,548) (4,444,568)
Increase in deferred costs 0 (104,559)
(Decrease) increase in capitalization of
consolidated subsidiaries
attributable to minority interest (2,232) 218,443
Net cash used in financing activities (1,439,780) (2,073,184)
Net increase in cash
and cash equivalents 382,312 36,444
Cash and cash equivalents at
beginning of period 1,781,472 2,149,895
Cash and cash equivalents at
end of period $2,163,784 $2,186,339
Supplemental disclosures of
noncash investing and
financing activities:
Decrease in mortgage notes payable
of $1,350,000 and increase in due to
local general partners and affiliates
of $9,010 as contribution by minority
interest shareholders $ 0 $1,340,990
Decrease in property and equipment
of $400,000 and increase in due to
local general partners and affiliates
of $675,000 as distribution to minority
interest shareholders 0 1,075,000
*Reclassified for comparative purposes.
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1999
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of In-
dependence Tax Credit Plus L.P. (the "Partnership") and 28 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. The general
partner of the Partnership is Related Independence Associates L.P.,
a Delaware limited partnership (the "General Partner"). Through
the rights of the Partnership and/or an affiliate of the 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 in-
terest in the subsidiary partnerships.
For financial reporting purposes, the Partnership's fiscal quarter
ends December 31. All subsidiaries have fiscal quarters ending
September 30. Accounts of the subsidiaries have been adjusted for
intercompany transactions from October 1 through December 31.
The Partnership's fiscal quarter ends December 31 in order to al-
low adequate time for the subsidiaries financial statements to be
prepared and consolidated.
All intercompany accounts and transactions with the subsidiary
partnerships have been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated subsidi-
aries attributable to minority interest arise from cash contributions
and cash distributions to the minority interest partners.
Losses attributable to minority interest which exceed the minority
interests' investment in a subsidiary have been charged to the
Partnership. Such losses aggregated approximately $9,000 and $0
and $21,000 and $0 for the three and nine months ended December
31, 1999 and 1998, respectively. The Partnership's investment in
each subsidiary is 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.
Certain information and note disclosure normally included in
financial statements prepared in accordance with generally ac-
cepted accounting principles has been omitted or condensed.
These condensed financial statements should be read in conjunc-
tion with the financial statements and notes thereto included in the
Partnership's Annual Report on Form 10-K for the period ended
March 31, 1999.
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 adjust-
ments (consisting only of normal recurring adjustments) necessary
to present fairly the financial position of the Partnership as of De-
cember 31, 1999, the results of operations for the three and nine
months ended December 31, 1999 and 1998 and cash flows for the
nine months ended December 31, 1999 and 1998. However, the
operating results for the nine months ended December 31, 1999
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
either a 0.1% or 1% interest as a special limited partner in each of
the Local Partnerships. An affiliate of the General Partner also has
a minority interest in certain Local Partnerships.
<TABLE>
The costs incurred to related parties for the three and nine months
ended December 31, 1999 and 1998 were as follows:
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
1999 1998* 1999 1998*
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $ 220,000 $ 220,000 $ 660,000 $ 660,000
Expense reimburse-
ment (b) 49,571 20,250 100,056 95,312
Local administra-
tive fee (c) 18,000 17,000 54,000 55,000
Total general and
administrative-
General Partner 287,571 257,250 814,056 810,312
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners 216,824 215,391 674,874 645,011
Total general and
administrative-
related parties $ 504,395 $ 472,641 $1,488,930 $1,455,323
*Reclassified for comparative purposes.
</TABLE>
(a) The General Partner is entitled to receive a partnership man-
agement 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 Part-
nership. Subject to the foregoing limitation, the partnership man-
agement 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 have been, and
will continue to be, accrued without interest and will be payable
only to the extent of available 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).
Partnership management fees owed to the General Partner
amounting to approximately $2,079,000 and $1,419,000 were ac-
crued and unpaid as of December 31, 1999 and March 31, 1999,
respectively. Without the General Partner's advances and contin-
ued accrual without payment of certain fees and expense reim-
bursements, the Partnership will not be in a position to meet its
obligations. The General Partner has continued advancing and
allowing the accrual without payment of these amounts but is
under no obligation to continue to do so.
(b) The Partnership reimburses the General Partner and its affili-
ates 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) Independence SLP L.P. is entitled to receive a local administra-
tive 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. re-
ceived their prorata share of profits, losses and tax credits.
Note 3 - Mortgage Notes Payable
Homestead Apartments Associates, Ltd. ("Riverwalk")
On November 5, 1999, Riverwalk refinanced its existing indebted-
ness by borrowing $2,668,000 from the City National Bank of
Florida. Riverwalk's prior mortgage indebtedness in the amount
of $2,667,927 was repaid. Commencing December 5, 1999, twenty
four monthly payments of interest only at the rate of 7% per an-
num shall be due and payable. The outstanding principal balance
together with the accrued interest shall be due and payable on
November 5, 2001 at which time the note may be extended.
Homestead Apartments Associates II, Ltd. ("Riverwalk II")
On November 5, 1999, Riverwalk II refinanced its existing indebt-
edness by borrowing $2,678,000 from the City National Bank of
Florida. Riverwalk's prior mortgage indebtedness in the amount
of $2,677,489 was repaid. Commencing December 5, 1999, twenty
four monthly payments of interest only at the rate of 7% per an-
num shall be due and payable. The outstanding principal balance
together with the accrued interest shall be due and payable on
November 5, 2001 at which time the note may be extended.
Note 4 - Commitments and Contingencies
Old Public Limited Partnership
Old Public Limited Partnership (the "Debtor") originally filed its
bankruptcy case in the United States Bankruptcy Court for the
Southern District of New York on November 17, 1998. The case is
currently pending in the United States Bankruptcy Court for the
Middle District of Tennessee, Columbia Division before Judge
George Paine, after Judge James Garrity, United States Bankruptcy
Judge for the Southern District of New York, ordered venue trans-
ferred to the Middle District of Tennessee on a venue motion filed
by the First National Bank of Pulaski, Tennessee, the sole secured
creditor of the Debtor (the "Bank").
The Bank and the Debtor have reached an agreement on plan
treatment. The agreement with the Bank provides that the Debtor
will reaffirm its obligations to the Bank, paying the Bank on the
Effective Date (ten days following confirmation) the arrearages
due as to principal and interest through a cash infusion by the
current limited partners of the Debtor, an additional sum of
$50,000 and execution of a three year nine percent note in the
amount of $30,700 in satisfaction of the Bank's accrued attorneys
fees. The Plan further provides for a cash infusion of $136,000 by
the current limited partners of the Debtor at confirmation with
distribution occurring thereafter in accordance with the above.
The Disclosure Statement, set for hearing on September 30, 1999,
has been approved by the Court. It is anticipated that confirma-
tion of the Debtor's proposed plan of reorganization will occur in
mid-February, 2000. A bar date of September 23, 1999 was estab-
lished for the filing of all claims against the estate.
The former general partner of the Debtor, Old Public School, Inc.
and two of its principals, Lloyd Carroll and Jane Gay Carvell filed
unsecured claims (the "Litigation Claims") against the Debtor in
the amount of approximately $900,000. The court, on summary
judgment filed by the Debtor, disallowed approximately $750,000
of the asserted claims. The remainder of the claims asserted will
be treated as voluntary loans and will be satisfied in accordance
with the terms of the Partnership Agreement.
The Debtor will vigorously defend against the Litigation Claims.
The current plan of reorganization provides that the Litigation
Claims will be adjudicated and paid in accordance with the Court's
resolution thereof upon entry of the final order thereon.
P.S. 157 Associates, L.P. ("P.S. 157")
P.S. 157 has received bills from New York City for water and sew-
age usage covering the period beginning March 26, 1997. These
charges are currently in dispute by P.S. 157. An accrual of $99,574
for these charges has been included in the financial statements for
the nine months ended September 30, 1999. No adjustment has
been made to the prior period.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Con-
dition and Results of Operations
Liquidity and Capital Resources
The Partnership's primary source of funds include cash distribu-
tions from the operations of the Local Partnerships. These funds
are available to meet obligations of the Partnership.
As of December 31, 1999, the Partnership has invested all of its net
proceeds in twenty-eight Local Partnerships. Approximately
$297,000 of the purchase price remains to be paid to the Local
Partnerships (all of which is held in escrow).
Cash and cash equivalents of the Partnership and its twenty-eight
consolidated subsidiary partnerships increased approximately
$382,000 during the nine months ended December 31, 1999 pri-
marily due to cash provided by operating activities ($2,640,000)
and a decrease in cash held in escrow ($63,000) which exceeded
acquisition of property and equipment ($645,000), repayments of
mortgage notes ($1,438,000) and a net decrease in due to local gen-
eral partners and affiliates ($236,000). Included in the adjustments
to reconcile the net loss to cash provided by operating activities is
a depreciation and amortization of $4,501,000.
The working capital reserve at December 31, 1999 was approxi-
mately $7,000.
Cash distributions received from the Local Partnerships remain
relatively, immaterial. Distributions of approximately $14,000 and
$48,000 were received during the nine months ended December 31,
1999 and 1998, respectively. However, management expects that
the distributions received from the Local Partnerships will in-
crease, 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.
Partnership management fees owed to the General Partner
amounting to approximately $2,079,000 and $1,419,000 were ac-
crued and unpaid as of December 31, 1999 and March 31, 1999,
respectively (see Note 2). Without the General Partner's advances
and continued accrual without payment of certain fees and ex-
pense reimbursements, the Partnership will not be in a position to
meet its obligations. The General Partner has continued advancing
and allowing the accrual without payment of these amounts but is
under no obligation to continue to do so.
For a discussion of mortgage notes payable, see Note 3 to the fi-
nancial statements.
For a discussion of contingencies affecting certain Local Partner-
ships, see Note 4 to the financial statements. Since the maximum
loss the Partnership would be liable for is its net investment in the
Local Partnership, the resolution of the existing contingency is not
anticipated to impact future results of operations, liquidity or fi-
nancial 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 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. How-
ever, the geographic diversification of the portfolio may not pro-
tect 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 car-
rying amount.
Results of Operations
The Partnership's results of operations for the three and nine
months ended December 31, 1999 and 1998 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 in-
terest.
Rental income remained fairly consistent with an increase of ap-
proximately 2% for both the three and nine months ended Decem-
ber 31, 1999 as compared to the corresponding periods in 1998.
Total expenses, excluding repairs and maintenance remained fairly
consistent with an increase of approximately 4% and 1%, respec-
tively, for the three and nine months ended December 31, 1999 as
compared to the corresponding periods in 1998.
Repairs and maintenance increased approximately $278,000 and
$279,000, respectively, for the three and nine months ended De-
cember 31, 1999 as compared to the corresponding periods in 1998
primarily due to painting, carpet repairs and elevator repairs at
one Local Partnership.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
None
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - This information is incorporated by
reference to the discussion of Old Public in Commitments and
Contingencies contained in Item 1.
Item 2. Changes in Securities and Use of Proceeds - 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:
(3A) Form of Amended and Restated Agreement of
Limited Partnership of Independence Tax Credit Plus L.P., at-
tached to the Prospectus as Exhibit A*
(3B) Amended and Restated Certificate of Limited
Partnership of Independence Tax Credit Plus L.P.*
(10A) Form of Subscription Agreement attached to
the Prospectus as Exhibit B*
(10B) Form of Purchase and Sales Agreement per-
taining to the Partnership's acquisition of Local Partnership Inter-
ests*
(10C) Form of Amended and Restated Agreement of
Limited Partnership of Local Partnerships*
(27) Financial Data Schedule (filed herewith).
*Incorporated herein as an exhibit by reference to
exhibits filed with Pre-Effective Amendment No. 1 to the Inde-
pendence Tax Credit Plus L.P. Registration Statement on Form S-
11 (Registration No. 33-37704)
(b) Reports on Form 8-K - No reports on Form 8-K were
filed during the quarter.
<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.
INDEPENDENCE TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED INDEPENDENCE
ASSOCIATES L.P., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES INC., General Partner
Date: January 26, 2000
By: /s/ Alan P. Hirmes
Alan P. Hirmes,
Senior Vice President
(principal financial officer)
Date: January 26, 2000
By: /s/ Glenn F. Hopps
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<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> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 11,913,270
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,246,140
<PP&E> 182,755,408
<DEPRECIATION> 36,887,176
<TOTAL-ASSETS> 162,454,818
<CURRENT-LIABILITIES> 18,787,674
<BONDS> 99,739,112
0
0
<COMMON> 0
<OTHER-SE> 43,928,032
<TOTAL-LIABILITY-AND-EQUITY> 162,454,818
<SALES> 0
<TOTAL-REVENUES> 15,174,145
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,012,701
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,966,400
<INCOME-PRETAX> (3,804,956)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,804,956)
<EPS-BASIC> (48.88)
<EPS-DILUTED> 0
</TABLE>
