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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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, 2004

                                             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        0-21718

BOSTON CAPITAL TAX CREDIT FUND III L.P.
(Exact name of registrant as specified in its charter)

Delaware

52-1749505

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

One Boston Place, Suite 2100, Boston, Massachusetts  02108
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (617)624-8900

(Former name, former address and former fiscal year, if changed since last report)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceeding 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

_

 

 

BOSTON CAPITAL TAX CREDIT FUND III L.P.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2004

TABLE OF CONTENTS

FOR THE QUARTER ENDED September 30,2004

Balance Sheets 4

Balance Sheets Series 15 5

Balance Sheets Series 16 6

Balance Sheets Series 17 7

Balance Sheets Series 18 8

Balance Sheets Series 19 9

Three MONTHS ENDED SEPTEMBER 30 10

Statements of Operations Series 15 11

Statements of Operations Series 16 12

Statements of Operations Series 17 13

Statements of Operations Series 18 14

Statements of Operations Series 19 15

SIX MONTHS ENDED SEPTEMBER 30 16

Statements of Operations Series 15 17

Statements of Operations Series 16 18

Statements of Operations Series 17 19

Statements of Operations Series 18 20

Statements of Operations Series 19 21

statementS OF Changes in Partners Capital 22

Changes in Partners Capital Series 15 23

Changes in Partners Capital Series 16 23

Changes in Partners Capital Series 17 24

Changes in Partners Capital Series 18 24

Changes in Partners Capital Series 19 25

Statements of Cash Flows 26

Statements of Cash Flows Series 15 28

Statements of Cash Flows Series 16 30

Statements of Cash Flows Series 17 32

Statements of Cash Flows Series 18 34

Statements of Cash Flows Series 19 36

 

 

 

 

 

 

 

 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND III L.P.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2004

TABLE OF CONTENTS (CONTINUED)

Notes to Financial Statements 38

Note A Organization 38

Note B Accounting 39

Note C Related Party Transactions 40

Note D Investments 41

COMBINED STATEMENTS OF OPERATION

Combined Statements Series 15 42

Combined Statements Series 16 43

Combined Statements Series 17 44

Combined Statements Series 18 45

Combined Statements Series 19 46

Liquidity 48

Capital Resources 48

Results of Operations 49

Critical Accounting Policies 62

Quantitative and Qualitative 62

Controls and Procedures 62

Part II Other Information 63

SIGNATURES 64

 

Boston Capital Tax Credit Fund III L.P.

BALANCE SHEETS

 

 

September 30,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

INVESTMENTS IN OPERATING
   PARTNERSHIPS(Note D)

$ 51,005,259

$ 54,486,514

 

 

 

OTHER ASSETS

 

 

Cash and cash equivalents

1,006,474

1,162,053

Investments

-

-

Notes receivable

201,109

201,109

Deferred acquisition costs, 

   net of accumulated amortization

  (Note B)



1,233,533



1,267,910

Other assets

  1,731,549

  1,675,935

 

$ 55,177,924

$ 58,793,521

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable & accrued expenses 
(Note C)


$      1,145


$      1,145

Accounts payable affiliates

20,613,569

19,320,599

Capital contributions payable

    187,017

    200,517

 

 20,801,731

 19,522,261

 

 

 

PARTNERS CAPITAL

 

 

 

 

 

Limited Partners 
  
   Units of limited partnership 
   interest, $10 stated value per BAC; 
   22,000,000 authorized BACs; 
   21,996,102 issued and outstanding, 
   as of September 30, 2004   







35,920,770







40,768,209

General Partner

(1,544,577)

(1,496,949)

 

 34,376,193

 39,271,260

 

$ 55,177,924

$ 58,793,521












The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

BALANCE SHEETS

Series 15

 

 

September 30,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

 

 

 

INVESTMENTS IN OPERATING
   PARTNERSHIPS(Note D)


$ 7,195,552


$ 7,381,968

 

 

 

OTHER ASSETS

 

 

 

 

 

Cash and cash equivalents

231,663

346,593

Investments

-

-

Notes receivable

-

-

Deferred acquisition costs, 
   net of accumulated amortization
  (Note B)



189,209



194,465

Other assets

   110,078

   110,078

 

$ 7,726,502

$ 8,033,104

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable & accrued expenses 
  (Note C)


$     1,145


$     1,145

Accounts payable affiliates

5,295,196

5,022,466

Capital contributions payable

     4,206

    16,206

 

 5,300,547

 5,039,817

 

 

 

PARTNERS CAPITAL

 

 

 

 

 

Limited Partners 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 22,000,000 authorized BACs;
   3,870,500 issued and outstanding,
   as of September 30, 2004   







2,733,291







3,296,025


General Partner

 (307,336)

 (302,738)

 

 2,425,955

 2,993,287

 

$ 7,726,502

$ 8,033,104












The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

BALANCE SHEETS

Series 16



September 30,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

 

 

INVESTMENTS IN OPERATING
   PARTNERSHIPS(Note D)


$10,286,936


$11,502,384

 

 

 

OTHER ASSETS

 

 

 

 

 

Cash and cash equivalents

321,516

309,833

Investments

-

-

Notes receivable

-

-

Deferred acquisition costs, 
   net of accumulated amortization 
  (Note B)



303,345



311,770

Other assets

   110,860

   110,860

 

$11,022,657

$12,234,847

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable & accrued expenses 
  (Note C)


$         -


$         -

Accounts payable affiliates

5,332,955

4,986,966

Capital contributions payable

    72,362

    73,862

 

 5,405,317

 5,060,828

 

 

 

PARTNERS CAPITAL

 

 

 

 

 

Limited Partners 
  
   Units of limited partnership    
   interest, $10 stated value per
   BAC; 22,000,000 authorized BACs;
   5,429,402 issued and outstanding,
   as of September 30, 2004







6,027,776







7,568,888

General Partner

 (410,436)

 (394,869)

 

 5,617,340

 7,174,019

 

$11,022,657

$12,234,847









The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

BALANCE SHEETS

Series 17



September 30,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

 

 

INVESTMENTS IN OPERATING 
   PARTNERSHIPS(Note D)


$12,528,050


$12,903,828

 

 

 

OTHER ASSETS

 

 

 

 

 

Cash and cash equivalents

259,956

243,300

Investments

-

-

Notes receivable

201,109

201,109

Deferred acquisition costs, 
   net of accumulated amortization
  (Note B)



272,123



279,898

Other assets

 1,364,659

 1,364,659

 

$14,625,897

$14,992,794

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable & accrued expenses 
  (Note C)


$         -


$         -

Accounts payable affiliates

5,730,722

5,453,121

Capital contributions payable

    67,895

    67,895

 

 5,798,617

 5,521,016

 

 

 

PARTNERS CAPITAL

 

 

 

 

 

Limited Partners 
  
   Units of limited partnership    
   interest, $10 stated value per
   BAC; 22,000,000 authorized BACs;
   5,000,000 issued and outstanding,
   as of September 30, 2004   







9,168,439







9,806,740


General Partner

 (341,159)

 (334,962)

 

 8,827,280

 9,471,778

 

$14,625,897

$14,992,794










The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

BALANCE SHEETS

Series 18



September 30,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

 

 

INVESTMENTS IN OPERATING   

   PARTNERSHIPS(Note D)


$ 6,868,092


$ 7,700,394

 

 

 

OTHER ASSETS

 

 

 

 

 

Cash and cash equivalents

41,921

138,631

Investments

-

-

Notes receivable

-

-

Deferred acquisition costs,  

   net of accumulated amortization

  (Note B)



206,383



212,090

Other assets

   144,798

    89,184

 

$ 7,261,194

$ 8,140,299

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable & accrued expenses 

  (Note C)


$         -


$         -

Accounts payable affiliates

2,930,705

2,739,729

Capital contributions payable

    18,554

    18,554

 

 2,949,259

 2,758,283

 

 

 

PARTNERS CAPITAL

 

 

 

 

 

Limited Partners 
  
   Units of limited partnership    
   interest, $10 stated value per
   BAC; 22,000,000 authorized BACs;
   3,616,200 issued and outstanding,
   as of September 30, 2004       







4,579,043







5,638,423


General Partner

 (267,108)

 (256,407)

 

 4,311,935

 5,382,016

 

$ 7,261,194

$ 8,140,299











The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

BALANCE SHEETS

Series 19



September 30,

2004

(Unaudited)

March 31,

2004

(Audited)

ASSETS

 

 

INVESTMENTS IN OPERATING
   PARTNERSHIPS(Note D)    


$14,126,629


$14,997,940

 

 

 

OTHER ASSETS

 

 

 

 

 

Cash and cash equivalents

151,418

123,696

Investments

-

-

Notes receivable

-

-

Deferred acquisition costs, 
   net of accumulated amortization
  (Note B)



   262,473



269,687

Other assets

     1,154

     1,154

 

$14,541,674

$15,392,477

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable & accrued expenses
  (Note C)


$         -


$         -

Accounts payable affiliates

1,323,991

1,118,317

Capital contributions payable

    24,000

    24,000

 

 1,347,991

 1,142,317

 

 

 

PARTNERS CAPITAL

 

 

 

 

 

Limited Partners 
  
   Units of limited partnership    
   interest, $10 stated value per
   BAC; 22,000,000 authorized BACs;
   4,080,000 issued and outstanding,
   as of September 30, 2004    







13,412,221







14,458,133


General Partner

 (218,538)

 (207,973)

 

13,193,683

14,250,160

 

$14,541,674

$15,392,477









The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS


Three Months Ended September 30,

(Unaudited)

 


2004


2003

 

 

 

Income

 

 

  Interest income

$      1,924

$      3,671

  Other income

      8,389

      5,793

 


     10,313


      9,464

Share of loss from Operating 
  Partnerships(Note D)


(1,598,316)


(2,128,398)

 

 

 

Expenses

 

 

  Professional fees

140,909

142,481

  Fund management fee (Note C) 

589,384

587,515

  Amortization

17,188

17,188

  General and administrative expenses

     24,528

     40,876

  


    772,009


    788,060

 

 

 

  NET LOSS

$(2,360,012)

$(2,906,994)

 

 

 

Net loss allocated to limited partners

$(2,336,412)

$(2,877,924)

 

 

 

Net loss allocated to general partner

$   (23,600)

$   (29,070)

 

 

 

Net loss per BAC

$      (.11)

$      (.13)

 

 

 




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 15


2004


2003

 

 

 

Income

 

 

  Interest income

$        486

$      1,190

  Other income

      6,184

          -


      6,670


      1,190

Share of loss from Operating 
  Partnerships(Note D)


   (94,273)


  (125,091)

 

 

 

Expenses

 

 

  Professional fees

31,192

36,104

  Fund management fee    

125,263

119,361

  Amortization

2,628

2,628

  General and administrative expenses

      4,780

      7,525

  


    163,863


    165,618

 

 

 

  NET LOSS

$  (251,466)

$  (289,519)

 

 

 

Net loss allocated to limited partners

$  (248,951)

$  (286,624)

 

 

 

Net loss allocated to general partner

$    (2,515)

$    (2,895)

 

 

 

Net loss per BAC

$      (.06)

$      (.07)

 

 

 
























The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 16


2004


2003

 

 

 

Income

 

 

  Interest income

$        613

$        775

  Other income

      2,021

          -

 


      2,634


        775

Share of loss from Operating 
  Partnerships(Note D)


  (583,410)


  (575,520)

 

 

 

Expenses

 

 

  Professional fees

31,252

33,729

  Fund management fee    

168,283

144,302

  Amortization

4,213

4,213

  General and administrative expenses

      5,157

     10,102

  


    208,905


    192,346

 

 

 

  NET LOSS

$  (789,681)

$  (767,091)

 

 

 

Net loss allocated to limited partners

$  (781,784)

$  (759,420)

 

 

 

Net loss allocated to general partner

$    (7,897)

$    (7,671)

 

 

 

Net loss per BAC

$      (.15)

$      (.14)

 

 

 
























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 17


2004


2003

 

 

 

Income

 

 

  Interest income

$        443

$      1,153

  Other income

        184

      5,793

 


        627


      6,946

Share of loss from Operating 
  Partnerships(Note D)


  (194,175)


  (472,731)

 

 

 

Expenses

 

 

  Professional fees

25,134

29,458

  Fund management fee    

110,014

136,582

  Amortization

3,887

3,887

  General and administrative expenses

      5,219

      9,444

  


    144,254


    179,371

 

 

 

  NET LOSS

$  (337,802)

$  (645,156)

 

 

 

Net loss allocated to limited partners

$  (334,424)

$  (638,704)

 

 

 

Net loss allocated to general partner

$    (3,378)

$    (6,452)

 

 

 

Net loss per BAC

$      (.07)

$      (.13)

 

 

 

























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 18


2004


2003

 

 

 

Income

 

 

  Interest Income

$        138

$        225

  Other income

          -

          -

 


        138


        225

Share of loss from Operating 
  Partnerships(Note D)


  (253,868)


  (571,421)

 

 

 

Expenses

 

 

  Professional fees

35,331

23,446

  Fund management fee    

95,487

88,433

  Amortization

2,853

2,853

  General and administrative expenses

      4,623

      6,485

  


    138,294


    121,217

 

 

 

  NET LOSS

$  (392,024)

$  (692,413)

 

 

 

Net loss allocated to limited partners

$  (388,104)

$  (685,489)

 

 

 

Net loss allocated to general partner

$    (3,920)

$    (6,924)

 

 

 

Net loss per BAC

$      (.11)

$      (.19)

 

 

 

























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 19


2004


2003

 

 

 

Income

 

 

  Interest income

$        244

$        328

  Other income

          -

          -


        244


        328

Share of loss from Operating 
  Partnerships(Note D)


  (472,590)


  (383,635)

 

 

 

Expenses

 

 

  Professional fees

18,000

19,744

  Fund management fee    

90,337

98,837

  Amortization

3,607

3,607

  General and administrative expenses

      4,749

      7,320

  


    116,693


    129,508

 

 

 

  NET LOSS

$  (589,039)

$  (512,815)

 

 

 

Net loss allocated to limited partners

$  (583,149)

$  (507,687)

 

 

 

Net loss allocated to general partner

$    (5,890)

$    (5,128)

Net loss per BAC

$      (.14)

$      (.13)

 

 

 
























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS


Six Months Ended September 30,
(Unaudited)

 


2004


2003

 

 

 

Income

 

 

  Interest income

$      4,074

$      6,890

  Other income

      9,432

      7,095

 


     13,506


     13,985

Share of loss from Operating 
  Partnerships(Note D)


(3,452,764)


(4,459,398)

 

 

 

Expenses

 

 

  Professional fees

178,306

194,906

  Fund management fee (Note C) 

1,065,513

1,068,408

  Amortization

34,377

34,377

  General and administrative expenses

     45,280

     51,841

  


  1,323,476


  1,349,532

 

 

 

  NET LOSS

$(4,762,734)

$(5,794,945)

 

 

 

Net loss allocated to limited partners

$(4,715,106)

$(5,736,996)

 

 

 

Net loss allocated to general partner

$   (47,628)

$   (57,949)

 

 

 

Net loss per BAC

$      (.22)

$      (.26)

 

 

 

















The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 15


2004


2003

 

 

 

Income

 

 

  Interest income

$        1,151

$      2,062

  Other income

      6,194

        653


      7,345


      2,715

Share of loss from Operating 
  Partnerships(Note D)


   (186,164)


  (231,762)

 

 

 

Expenses

 

 

  Professional fees

40,882

46,564

  Fund management fee    

225,550

227,709

  Amortization

5,256

5,256

  General and administrative expenses

      9,258

      9,561

  


    280,946


    289,090

 

 

 

  NET LOSS

$  (459,765)

$  (518,137)

 

 

 

Net loss allocated to limited partners

$  (455,167)

$  (512,956)

 

 

 

Net loss allocated to general partner

$    (4,598)

$    (5,181)

 

 

 

Net loss per BAC

$      (.12)

$      (.13)

 

 

 



















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 16


2004


2003

 

 

 

Income

 

 

  Interest income

$        1,223

$      1,671

  Other income

      2,027

         39

 


      3,250


      1,710

Share of loss from Operating 
  Partnerships(Note D)


(1,188,738)


(1,549,158)

 

 

 

Expenses

 

 

  Professional fees

40,447

43,689

  Fund management fee    

312,219

274,068

  Amortization

8,425

8,425

  General and administrative expenses

     10,100

     12,939

  


    371,191


    339,121

 

 

 

  NET LOSS

$(1,556,679)

$(1,886,569)

 

 

 

Net loss allocated to limited partners

$(1,541,112)

$(1,867,703)

 

 

 

Net loss allocated to general partner

$   (15,567)

$   (18,866)

 

 

 

Net loss per BAC

$      (.29)

$      (.35)

 

 

 



















The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 17


2004


2003

 

 

 

Income

 

 

  Interest income

$        917

$      1,962

  Other income

      1,197

      5,793

 


      2,114


      7,755

Share of loss from Operating 
  Partnerships(Note D)


  (374,314)


  (798,082)

 

 

 

Expenses

 

 

  Professional fees

32,472

40,785

  Fund management fee    

197,670

227,696

  Amortization

7,775

7,775

  General and administrative expenses

      9,615

     11,860

  


    247,532


    288,116

 

 

 

  NET LOSS

$  (619,732)

$(1,078,443)

 

 

 

Net loss allocated to limited partners

$  (613,535)

$(1,067,659)

 

 

 

Net loss allocated to general partner

$    (6,197)

$   (10,784)

 

 

 

Net loss per BAC

$      (.12)

$      (.22)

 

 

 




















The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 18


2004


2003

 

 

 

Income

 

 

  Interest Income

$        329

$        474

  Other income

         14

        610

 


        343


      1,084

Share of loss from Operating 
  Partnerships(Note D)


  (832,302)


(1,191,987)

 

 

 

Expenses

 

 

  Professional fees

41,499

36,037

  Fund management fee    

182,788

158,641

  Amortization

5,707

5,707

  General and administrative expenses

      8,128

      8,197

  


    238,122


    208,582

 

 

 

  NET LOSS

$(1,070,081)

$(1,399,485)

 

 

 

Net loss allocated to limited partners

$(1,059,380)

$(1,385,490)

 

 

 

Net loss allocated to general partner

$   (10,701)

$   (13,995)

 

 

 

Net loss per BAC

$      (.30)

$      (.39)

 

 

 




















The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 19


2004


2003

 

 

 

Income

 

 

  Interest income

$        454

$        721

  Other income

          -

          -


        454


        721

Share of loss from Operating 
  Partnerships(Note D)


  (871,246)


  (688,409)

 

 

 

Expenses

 

 

  Professional fees

23,006

27,831

  Fund management fee    

147,286

180,294

  Amortization

7,214

7,214

  General and administrative expenses

      8,179

      9,284

  


    185,685


    224,623

 

 

 

  NET LOSS

$(1,056,477)

$  (912,311)

 

 

 

Net loss allocated to limited partners

$(1,045,912)

$  (903,188)

 

 

 

Net loss allocated to general partner

$   (10,565)

$    (9,123)

Net loss per BAC

$      (.26)

$      (.22)

 

 

 

























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Six Months Ended September 30, 2004

(Unaudited)

 





Assignees



General
Partner





Total

 

 

 

 

Partners' capital 
 (deficit)
  April 1, 2004



$ 40,768,209



$(1,496,949)



$ 39,271,260

 

 

 

 

Distribution

(132,333)

-

(132,333)

 

 

 

 

Net income (loss)

(4,715,106)

   (47,628)

(4,762,734)

 

 

 

 

Partners' capital 
 (deficit),
  September 30, 2004



$ 35,920,770



$(1,544,577)



$ 34,376,193

 

 

 

 



























The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Six Months Ended September 30, 2004
(Unaudited)

 

Assignees

General
Partner

Total

Series 15

 

 

 

Partners' capital 
 (deficit)
  April 1, 2004



$  3,296,025



$  (302,738)



$  2,993,287

 

 

 

 

Distribution 

(107,567)

-

(107,567)

 

 

 

 

Net income (loss)

  (455,167)

    (4,598)

  (459,765)

 

 

 

 

Partners' capital 
 (deficit)
  September 30, 2004    



$  2,733,291



$  (307,336)



$  2,425,955

 

 

 

 

 

 

 

 

Series 16

 

 

 

Partners' capital 
 (deficit)
  April 1, 2004



$  7,568,888



$  (394,869)



$  7,174,019

 

 

 

 

 

 

 

 

Net income (loss)

(1,541,112)

  (15,567)

(1,556,679)

 

 

 

 

Partners' capital 
 (deficit)
  September 30, 2004    



$  6,027,776



$  (410,436)



$  5,617,340

 

 

 

 
















The accompanying notes are an integral part of these statements.

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Six Months Ended September 30, 2004
(Unaudited)

 

Assignees

General
Partner

Total

Series 17

 

 

 

Partners' capital 
 (deficit)
  April 1, 2004



$  9,806,740



$  (334,962)



$  9,471,778

    

 

 

 

Distribution 

(24,766)

-

(24,766)

 

 

 

 

Net income (loss)

  (613,535)

    (6,197)

  (619,732)

 

 

 

 

Partners' capital 
 (deficit)
  September 30, 2004    



$  9,168,439



$  (341,159)



$  8,827,280

 

 

 

 

 

 

 

 

Series 18

 

 

 

Partners' capital 
 (deficit)
  April 1, 2004



$  5,638,423



$  (256,407)



$  5,382,016

 

 

 

 

 

 

 

 

Net income (loss)

  (1,059,380)

    (10,701)

(1,070,081)

 

 

 

 

Partners' capital 
 (deficit),
September 30, 2004   



$  4,579,043



$  (267,108)



$  4,311,935

 

 

 

 


















The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Six Months Ended September 30, 2004
(Unaudited)

 

Assignees

General
Partner

Total

Series 19

 

 

 

Partners' capital 
 (deficit)
  April 1, 2004



$ 14,458,133



$  (207,973)



$ 14,250,160

    

 

 

 

 

 

 

 

Net income (loss)

(1,045,912)

   (10,565)

(1,056,477)

 

 

 

 

Partners' capital 
 (deficit),
  September 30, 2004



$ 13,412,221



$  (218,538)



$ 13,193,683

 

 

 

 
































The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,

(Unaudited)

 

2004

2003

Cash flows from operating activities:

 

 

 

 

 

   Net Loss

$(4,762,734)

$(5,794,945)

   Adjustments

 

 

      Distributions from Operating
        Partnerships


28,491


140,086

      Amortization

34,377

34,377

      Share of Loss from Operating
        Partnerships


3,452,764


4,459,398

   Changes in assets and liabilities

 

 

     (Decrease) Increase in accounts
        payable and accrued expenses


- -


57,783

      Decrease (Increase) in other assets

(55,614)

1,077,677

     (Decrease) Increase in accounts
        payable affiliates


  1,292,970


    737,221

 

 

 

      Net cash (used in) provided by 
        operating activities


    (9,746)


    711,597

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Capital contributions paid to 
     Operating Partnerships


(13,500)


- -

   Advances to Operating Partnerships

-

-

   Proceeds from sale of operating

Limited Partnerships:


- -


165,034

   Investments

          -

          -

 

 

 

   Net cash (used in) provided by
     investing activities


    (13,500)


    165,034














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

 

2004

2003

 

 

 

Continued

 

 

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distribution

  (132,333)

          -

 

 

 

      Net cash (used in) provided by
        financing activity


  (132,333)


          -

 

 

 

 

 

 

 

 

 

      INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS

(155,579)


876,631

 

 

 

Cash and cash equivalents, beginning

  1,162,053

  1,077,156

 

 

 

Cash and cash equivalents, ending

$  1,006,474

$  1,953,787

 

 

 




























The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 15

 

2004

2003

Cash flows from operating activities:

 

 

 

 

 

   Net Loss

$  (459,765)

$  (518,137)

   Adjustments

 

 

      Distributions from Operating
        Partnerships


252


- -

Amortization

5,256

5,256

      Share of Loss from Operating
        Partnerships


186,164


231,762

   Changes in assets and liabilities

 

 

     (Decrease) Increase in accounts
        payable and accrued expenses


- -


- -

      Decrease (Increase) in other assets

-

507,623

     (Decrease) Increase in accounts
        payable affiliates


    272,730


     35,169

 

 

 

      Net cash (used in) provided by 
        operating activities


      4,637


    261,673

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Capital contributions paid to 
     Operating Partnerships


(12,000)


- -

   Advances to Operating Partnerships

-

-

   Proceeds from sale of operating

Limited Partnerships:


- -


136,352

   Investments

          -

          -

 

 

 

   Net cash (used in) provided by
     investing activities


   (12,000)


    136,352














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 15

 

2004

2003

 

 

 

Continued

 

 

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distribution

  (107,567)

          -

 

 

 

      Net cash (used in) provided by
        financing activity


  (107,567)


          -

 

 

 

 

 

 

      INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


(114,930)


398,025

 

 

 

Cash and cash equivalents, beginning

    346,593

    267,889

 

 

 

Cash and cash equivalents, ending

$    231,663

$    665,914

 

 

 




























The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 16

 

2004

2003

Cash flows from operating activities:

 

 

 

 

 

   Net Loss

$  (1,556,679)

$(1,886,569)

   Adjustments

 

 

      Distributions from Operating
        Partnerships


26,710


43,830

      Amortization

8,425

8,425

      Share of Loss from Operating
        Partnerships


1,188,738


1,549,158

   Changes in assets and liabilities

 

 

     (Decrease) Increase in accounts
        payable and accrued expenses


- -


- -

      Decrease (Increase) in accounts
        receivable


- -


- -

     (Decrease) Increase in accounts
        payable affiliates


    345,989


    345,990

 

 

 

      Net cash (used in) provided by 
        operating activities


     13,183


     60,834

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Capital contributions paid to 
     Operating Partnerships


(1,500)


- -

   Advances to Operating Partnerships

-

-

   Proceeds from sale of operating

Limited Partnerships:


- -


- -

   Investments

          -

          -

 

 

 

   Net cash (used in) provided by
     investing activities


    (1,500)


          -














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 16

 

2004

2003

 

 

 

Continued

 

 

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distribution

          -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


          -


          -

 

 

 

 

 

 

      INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


11,683


60,834

 

 

 

Cash and cash equivalents, beginning

    309,833

    353,482

 

 

 

Cash and cash equivalents, ending

$    321,516

$    414,316

 

 

 




























The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 17

 

2004

2003

Cash flows from operating activities:

 

 

 

 

 

   Net Loss

$   (619,732)

$(1,078,443)

   Adjustments

 

 

      Distributions from Operating
        Partnerships

1,464

2,734

      Amortization

7,775

7,775

      Share of Loss from Operating
        Partnerships


374,314


798,082

   Changes in assets and liabilities

 

 

     (Decrease) Increase in accounts
        payable and accrued expenses


- -


65,283

      Decrease (Increase) in other assets

-

570,054

     (Decrease) Increase in accounts
        payable affiliates


    277,601


   (40,585)

 

 

 

      Net cash (used in) provided by 
        operating activities


     41,422


    324,900

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Capital contributions paid to 
     Operating Partnerships


- -


- -

   Advances to Operating Partnerships

-

-

   Proceeds from sale of operating

Limited Partnerships:


- -


28,682

   Investments

          -

          -

 

 

 

   Net cash (used in) provided by
     investing activities


          -


     28,682














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 17

 

2004

2003

 

 

 

Continued

 

 

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distribution

   (24,766)

          -

 

 

 

      Net cash (used in) provided by
        financing activity


   (24,766)


          -

 

 

 

 

 

 

      INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS

16,656


353,582

 

 

 

Cash and cash equivalents, beginning

    243,300

    199,264

 

 

 

Cash and cash equivalents, ending

$    259,956

$    552,846

 

 

 




























The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 18

 

2004

2003

Cash flows from operating activities:

 

 

 

 

 

   Net Loss

$(1,070,081)

$(1,399,485)

   Adjustments

 

 

      Distributions from Operating
        Partnerships


- -


22,433

      Amortization

5,707

5,707

      Share of Loss from Operating
        Partnerships

832,302


1,191,987

   Changes in assets and liabilities

 

 

     (Decrease) Increase in accounts
        payable and accrued expenses


- -


- -

      Decrease (Increase) in accounts
        receivable


(55,614)


- -

     (Decrease) Increase in accounts
        payable affiliates


    190,976


    190,974

 

 

 

      Net cash (used in) provided by 
        operating activities


   (96,710)


     11,616

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Capital contributions paid to 
     Operating Partnerships


- -


- -

   Advances to Operating Partnerships

-

-

   Proceeds from sale of operating

Limited Partnerships:


- -


- -

   Investments

          -

          -

 

 

 

   Net cash (used in) provided by
     investing activities


          -


          -














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 18

 

2004

2003

 

 

 

Continued

 

 

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distribution

          -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


          -


          -

 

 

 

 

 

 

      INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


(96,710)


11,616

 

 

 

Cash and cash equivalents, beginning

    138,631

    109,633

 

 

 

Cash and cash equivalents, ending

$     41,921

$    121,249

 

 

 




























The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 19

 

2004

2003

Cash flows from operating activities:

 

 

 

 

 

   Net Loss

$(1,056,477)

$  (912,311)

   Adjustments

 

 

      Distributions from Operating
        Partnerships


65


71,089

      Amortization

7,214

7,214

      Share of Loss from Operating
        Partnerships


871,246

688,409

   Changes in assets and liabilities

 

 

     (Decrease) Increase in accounts
        payable and accrued expenses


- -


(7,500)

      Decrease (Increase) in accounts
        receivable



     (Decrease) Increase in accounts
        payable affiliates


   205,674


    205,673

 

 

 

      Net cash (used in) provided by 
        operating activities


    27,722


     52,574

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

   Capital contributions paid to 
     Operating Partnerships


- -


- -

   Advances to Operating Partnerships

-

-

   Proceeds from sale of operating

Limited Partnerships:


- -


- -

   Investments

          -

          -

 

 

 

   Net cash (used in) provided by
     investing activities


          -


          -














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund III L.P.

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,
(Unaudited)

Series 19

 

2004

2003

 

 

 

Continued

 

 

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distribution

          -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


          -


          -

 

 

 

 

 

 

      INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS


27,722


52,574

 

 

 

Cash and cash equivalents, beginning

    123,696

    146,888

 

 

 

Cash and cash equivalents, ending

$    151,418

$    199,462

 

 

 




























The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004

(Unaudited)

 

NOTE A - ORGANIZATION


Boston Capital Tax Credit Fund III L.P. (the "Fund") was formed under the laws of the State of Delaware as of September 19, 1991 for the purpose of acquiring, holding, and disposing of limited partnership interests in Operating Partnerships which will acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). Effective as of June 1, 2001 there was a restructuring, and as a result, the Fund's general partner was reorganized as follows. The General Partner of the Fund continues to be Boston Capital Associates III L.P., a Delaware limited partnership. The general partner of the General Partner is now BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation and whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the General Partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc., and its affiliates. The Assignor Limited Partner is BCTC III Assignor Corp., a Delaware corporation which is wholly-owned by Herbert F. Collins and John P. Manning.



Pursuant to the Securities Act of 1933, the Fund filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective January 24, 1992 which covered the offering (the "Public Offering") of the Fund's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the Assignor Limited Partner.  The Fund registered 20,000,000 BACs at $10 per BAC for sale to the public in one or more series.  On September 4, 1993 the Fund filed an amendment to Form S-11 with the Securities and Exchange Commission which registered an additional 2,000,000 BACs at $10 per BAC for sale to the public in one or more series. The registration for the additional BACs became effective on October 6, 1993. Offers and sales of BACs in Series 15 through 19 of the Fund were completed and the last of the BACs in Series 15, 16, 17, 18 and 19 were issued by the Fund on September 26, 1992, December 28, 1992, September 17, 1993, September 22, 1993, and December 17, 1993, respectively.  The Fund sold 3,870,500 of Series 15 BACs, for a total of $38,705,000; 5,429,402 of Series 16 BACs, for a total of $54,293,000; 5,000,000 of Series 17 BACs, for a total of $50,000,000; 3,616,200 of Series 18 BACs, for a total of $36,162,000; and 4,080,000 of Series 19 BACs, for a total of $40,800,000.  The Fund issued the last BACs in Series 19 on December 17, 1993.  This concluded the Public offering of the Fund.
















Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2004

(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of September 30, 2004 and for the three and six months then ended have been prepared by the Fund, without audit.  The Fund accounts for its investments in Operating Partnerships using the equity method, whereby the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  Costs incurred by the Fund in acquiring the investments in the Operating Partnerships are capitalized to the investment account.  The Fund's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in  interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature.





























Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2004

(Unaudited)

Amortization

On July 1, 1995, the Fund began amortizing unallocated acquisition costs over 330 months from April 1, 1995. As of September 30, 2004 the Fund has accumulated unallocated acquisition amortization totaling $659,804.  The breakdown of accumulated unallocated acquisition amortization within the fund as of September 30, 2004 and 2003 is as follows:

 

       2004

     2003

 

 

 

Series 15

$ 99,960

$ 89,449

Series 16

160,084

143,234

Series 17

155,627

140,077

Series 18

108,556

97,143

Series 19

135,577

121,148

$659,804

$591,051

 

NOTE C - RELATED PARTY TRANSACTIONS

The Fund has entered into several transactions with various affiliates of the general partner, including Boston Capital Holdings LP, Boston Capital Partners, Inc., and Boston Capital Asset Management Limited Partnership as follows:

An annual fund management fee based on .5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships, has been accrued to Boston Capital Asset Management Limited Partnership.  Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management LP, the amounts accrued are not net of reporting fees received. The fund management fees accrued for the quarter ended September 30, 2004 and 2003 are as follows:

 

        2004

        2003

 

 

 

Series 15

$136,365

$136,365

Series 16

172,995

172,995

Series 17

140,355

140,355

Series 18

95,487

95,487

Series 19

102,837

102,837

 

$648,039

$648,039



 

 

 

 

 

 

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2004

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At September 30, 2004 and 2003, the Fund had limited partnership interests in 239. Operating Partnerships which own or are constructing apartment complexes. The breakdown of Operating Partnerships within the Fund at September 30, 2004 and 2003 is as follows:

 

 

2004

2003

Series 15

67

67

Series 16

64

64

Series 17

48

48

Series 18

34

34

Series 19

 26

 26

 

239

239

Under the terms of the Fund's investment in each Operating Partnership, the Fund is required to make capital contributions to the Operating Partnerships.  These contributions are payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations.  The contributions payable at September 30, 2004 and 2003 are as follows:

 

        2004

        2003

 

 

 

Series 15

$  4,206

$ 16,206

Series 16

72,362

75,362

Series 17

67,895

67,895

Series 18

18,554

18,554

Series 19

 24,000

 24,000

 

$187,017

$202,017

 

The Funds fiscal year ends March 31st of each year, while all the Operating Partnerships' fiscal years are the calendar year.  Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Fund within 45 days after the close of each Operating Partnerships quarterly period.  Accordingly, the current financial results available for the Operating Partnerships are for the Six Months ended June 30, 2004.








 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 15

 

        2004

        2003

 

 

 

Revenues

 

 

   Rental

$   5,692,988

$   5,471,392

   Interest and other

     232,725

     357,267

 

 

 

 

   5,925,713

   5,828,659

 

 

 

Expenses

 

 

   Interest

1,405,587

1,390,436

   Depreciation and amortization

1,755,970

1,751,699

   Operating expenses

   3,741,366

   3,713,116

 

   6,902,923

   6,855,251

 

 

 

NET LOSS

$   (977,210)

$ (1,026,592)

 

 

 

Net loss allocation to Boston  
   Capital Tax Credit Fund 
   III L.P.



$   (186,164)



$   (301,948)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (9,772)


$    (10,266)

 

 

 

Net loss suspended

$   (781,274)

$   (714,378)

 

 

 

 

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnerships results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 16

 

        2004

        2003

 

 

 

Revenues

 

 

   Rental

$   7,043,858

$   6,594,681

   Interest and other

     294,210

     373,045

 

 

 

 

   7,338,068

   6,967,726

 

 

 

Expenses

 

 

   Interest

1,736,172

1,753,283

   Depreciation and amortization

2,229,383

2,211,918

   Operating expenses

   4,889,501

   4,913,204

 

   8,855,056

   8,878,405

 

 

 

NET LOSS

$ (1,516,988)

$ (1,910,679)

 

 

 

Net loss allocation to Boston  
   Capital Tax Credit Fund 
   III L.P.



$ (1,188,738)



$ (1,549,158)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$    (15,170)


$   (342,415)

 

   

Net loss suspended

$   (313,080)

$    (19,106)

 

 

 

 

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnerships results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 17

 

        2004

        2003

 

 

 

Revenues

 

 

   Rental

$   6,835,384

$   7,315,740

   Interest and other

     208,181

     285,235

 

 

 

 

   7,043,565

   7,600,975

 

 

 

Expenses

 

 

   Interest

1,746,591

2,075,278

   Depreciation and amortization

1,821,378

2,004,993

   Operating expenses

   4,124,468

   4,675,042

 

   7,692,437

   8,755,313

 

 

 

NET LOSS

$   (648,872)

$ (1,154,338)

 

 

 

Net loss allocation to Boston  
   Capital Tax Credit Fund 
   III L.P.



$   (374,314)



$   (798,082)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (6,490)


$    (11,544)

 

   

Net loss suspended

$   (268,068)

$   (344,712)

 

 

 

 

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnerships results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 18

 

        2004

        2003

 

 

 

Revenues

 

 

   Rental

$   3,693,118

$   3,489,264

   Interest and other

     125,983

     171,436

 

 

 

 

   3,819,101

   3,660,700

 

 

 

Expenses

 

 

   Interest

907,228

929,612

   Depreciation and amortization

1,304,828

1,303,473

   Operating expenses

   2,619,105

   2,811,605

 

   4,831,161

   5,044,690

 

 

 

NET LOSS

$ (1,012,060)

$ (1,383,990)

 

 

 

Net loss allocation to Boston  
   Capital Tax Credit Fund 
   III L.P.



$   (832,302)



$ (1,191,987)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$    (10,121)


$    (13,840)

Net loss suspended

$   (169,637)

$   (178,163)

 

 

 

 

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnerships results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months Ended June 30,
(Unaudited)

Series 19

 

        2004

        2003

 

 

 

Revenues

 

 

   Rental

$   5,164,479

$   4,977,662

   Interest and other

     184,320

     222,208

 

 

 

 

   5,348,799

   5,199,870

 

 

 

Expenses

 

 

   Interest

1,620,313

1,645,454

   Depreciation and amortization

1,597,767

1,327,907

   Operating expenses

   3,075,844

   2,968,735

 

   6,293,924

   5,942,096

 

 

 

NET LOSS

$   (945,125)

$   (742,226)

 

 

 

Net loss allocation to Boston  

   Capital Tax Credit Fund 
   III L.P.



$   (871,246)



$   (688,409)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (9,451)


$     (7,422)

 

 

 

Net loss suspended

$    (64,428)

$    (46,395)

 

 

 

 

The Partnership accounts for its investments using the equity method of
accounting. Under the equity method of accounting, the Partnership adjusts
its investment cost for its share of each Operating Partnerships results of
operations and for any distributions received or accrued. However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions. Excess losses are suspended for use in future years to
offset excess income.

 

 

Boston Capital Tax Credit Fund III L.P.

NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)




NOTE E - TAXABLE LOSS

The Fund's taxable loss for the year ended December 31, 2004 is expected to differ from its loss for financial reporting purposes.  This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.  No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually.

Item 2.  Management's Discussions and Analysis of Financial Condition and
Results of Operations

Liquidity

The Funds primary source of funds is the proceeds of its Public Offering.  Other sources of liquidity will include (i) interest earned on capital contributions held pending investment and on Working Capital Reserves and (ii) cash distributions from operations of the operating Partnerships in which the Fund has and will invest.  Interest income is expected to decrease over the life of the Fund as capital contributions are paid to the Operating Partnerships and Working Capital Reserves are expended.    The Fund does not anticipate significant cash distributions from operations of the Operating Partnerships.

The Fund is currently accruing the fund management fee.  Fund management fees accrued during the quarter ended September 30, 2004 were $648,039 and total fund management fees accrued as of September 30, 2004 were $19,978,206. Pursuant to the Partnership Agreement, such liabilities will be deferred until the Fund receives sales of refinancing proceeds from Operating Partnerships which will be used to satisfy such liabilities. The Funds working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Fund.  The Fund is currently unaware of any trends which would create insufficient liquidity to meet future third party obligations of the Fund.

The Fund has recorded an additional $635,362 as payable to affiliates. This represents fundings to make advances and/or loans to one Operating Partnership in Series 17.

Capital Resources

The Fund offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on January 24, 1992.  The Fund received $38,705,000, $54,293,000, $50,000,000, $36,162,000 and $40,800,000 representing 3,870,500, 5,429,402, 5,000,000, 3,616,200 and 4,080,000 BACs from investors admitted as BAC Holders in Series 15, Series 16, Series 17, Series 18, and Series 19, respectively.  The Public Offering was completed on December 17, 1993.

(Series 15)  The Fund commenced offering BACs in Series 15 on January 24, 1992.  Offers and sales of BACs in Series 15 were completed on September 26, 1992.  The Fund has committed proceeds to pay initial and additional installments of capital contributions to 68 Operating Partnerships in the amount of $28,257,701. Series 15 has since sold its interest in one of the Operating Partnerships.

During the quarter ended September 30, 2004, $12,000 of Series 15 net offering proceeds were used to pay capital contributions. Series 15 net offering proceeds in the amount of $4,206 remain to be used by the Fund to pay remaining capital contributions to the Operating Partnerships that Series 15 has invested in as of September 30, 2004.

(Series 16)  The Fund commenced offering BACs in Series 16 on July 13, 1992. Offers and sales of BACs in Series 16 were completed on December 28, 1992. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 64 Operating Partnerships in the amount of $39,579,774.

     During the quarter ended September 30, 2004, none of Series 16 net offering proceeds were used to pay capital contributions.  Series 16 net offering proceeds in the amount of $72,362 remain to be used by the Fund to pay remaining capital contributions to the Operating Partnerships that Series 16 has invested in as of September 30, 2004.

(Series 17)  The Fund commenced offering BACs in Series 17 on January 24, 1993.  Offers and sales of BACs in Series 17 were completed on September 17, 1993. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 49 Operating Partnerships in the amount of $36,538,204. Series 17 has since sold its interest in one of the Operating Partnerships.

     During the quarter ended September 30, 2004, none of Series 17 net offering proceeds were used to pay capital contributions.  Series 17 has outstanding contributions payable to 5 Operating Partnerships in the amount of $67,895 as of September 30, 2004. Of the amount outstanding, $15,097 has been funded into an escrow account on behalf of one of the Operating Partnerships. The remaining contributions as well as the escrowed funds will be released to the Operating Partnerships when they have achieved the conditions set fourth in their partnership agreements.

(Series 18)  The Fund commenced offering BACs in Series 18 on September 17, 1993. Offers and sales of BACs in Series 18 were completed on September 22, 1993. The Fund has committed proceeds to pay initial and additional installments of capital contributions to 34 operating Partnerships in the amount of $26,442,202.

During the quarter ended September 30, 2004, none of Series 18 net offering proceeds were used to pay capital contributions.  Series 18 net offering proceeds in the amount of $18,554 remain to be used by the Fund to pay remaining capital contributions to the Operating Partnerships that Series 18 has invested in as of September 30, 2004.

(Series 19) The Fund commenced offering BACs in Series 19 on October 8, 1993. Offers and sales of BACs in Series 19 were completed on December 17, 1993.  The Fund has committed proceeds to pay initial and additional installments of capital contributions to 26 Operating Partnerships in the amount of $29,614,506.

During the quarter ended September 30, 2004, none of Series 19 net offering proceeds were used to pay capital contributions.  Series 19 net offering proceeds in the amount of $24,000 remain to be used by the Fund to pay remaining capital contributions to the Operating Partnerships that Series 19 has invested in as of September 30, 2004.

Results of Operations

As of September 30, 2004 and 2003 the Fund held limited partnership interests in 239 Operating Partnerships.  In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit.  Initial occupancy of a unit in each Apartment Complex which complied with the Minimum Set-Aside Test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as "Qualified Occupancy."  Each of the Operating Partnerships and each of the respective Apartment Complexes are described more fully in the Prospectus or applicable report on Form 8-K.  The General Partner believes that there is adequate casualty insurance on the properties.

The Fund incurred a fund management fee to Boston Capital Asset Management Limited Partnerships (formerly Boston Capital Communications Limited Partnership) in an amount equal to .5 percent of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain asset management and reporting fees paid by the Operating Partnerships.  The fund management fees incurred, net of reporting fees received, for the quarter ended September 30, 2004 for Series 15, Series 16, Series 17, Series 18 and Series 19 were $125,263, $168,283, $110,014, $95,487, and $90,337 respectively.

The Funds investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest.  The Funds investments in Operating Partnerships have been made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.

Series 15

As of September 30, 2004 and 2003, the average qualified occupancy for the series was 99.9%.  The series had a total of 67 properties September 30, 2004. Out of the total 66 were at 100% qualified occupancy.

For the six months being reported Series 15 reflects a net loss from Operating Partnerships of $977,210, which includes depreciation of $1,755,970, which is a non-cash item.  This is an interim period estimate; it is not necessarily indicative of the final year end results.

In an attempt to capitalize on the strong California real estate market the Operating General Partner of Hidden Cove Apartments (Hidden Cove) entered into an agreement to sell the property and the transaction closed in May 2003. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period and, to provide a recapture bond to avoid the recapture of the tax credits that have been taken. Sale proceeds due to Boston Capital Tax Credit Fund I-Series 3 (BCTC I) and Boston Capital Tax Credit Fund III-Series 15 (BCTC III) are $1,572,368 and $136,352, respectively. The majority of the sale proceeds were received by the Investment Partnerships in May 2003, and the balance was received in September 2003. Of the proceeds received $1,240,404 and $107,565, for Series 3 and Series 15, respectively was distributed to the investors in July 2004. This represented a per BAC distributions of $.430 and $.028 for Series 3 and 15, resp ectively. The total returned to the investors was distributed based on the number of BACs held by each investor. The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership. The remaining proceeds total of $360,750 was paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $50,000 represents a fee for overseeing and managing the disposition of the property; and $300,750 represents a partial payment of outstanding Asset Management Fees due to BCAMLP.

School Street I Limited Partnership (School Street Apts. I) is a 24-unit complex located in Marshall, Wisconsin. Average occupancy through the third quarter of 2004 is 90%. Occupancy at the property had dropped due to an increase in evictions for non-payment of rent. There has been very little traffic at the property over the last 60 days. The market here is slow with very few phone calls to the property. Average vacancies in the area are running 15-17%. Management is currently running rental concessions which began in July 2004. The current concession is "Move in and receive $1,500", which can be used any time during the lease term but not all up front, they must also fulfill the entire lease term or the credit will be removed from the account. Operations remain below breakeven due to high operating expenses and fluctuations in occupancy. The high operating expenses at the property are tied to preventative maintenance measures taken to maintain the development in a highly competitive market. The Operatin g General Partner continues to fund any operating cash deficits. The mortgage, taxes, insurance and accounts payables are current. The current mortgage for this development expires in December of 2004. The original mortgage note has a provision whereby at the lenders sole discretion the mortgage may be extended five years. The Operating General Partner is currently negotiating with the lender to grant the extension. Discussions are on-going at this time.

Beckwood Manor Eight Limited Partnership (Lakeside Apartments) is a 32-unit, senior property, located in Lake Village, Arkansas. Average physical occupancy in 2003 was 72%. Despite low occupancy in 2003, the property operated above breakeven. As of the third quarter 2004, occupancy is still low at 82%, however, the property is operating above breakeven with Debt Coverage Service Ratio of 1.06. The low occupancy is due to a lack of qualified residents in the Lake Village area. To increase rental traffic to the property, the management company has been advertising heavily in surrounding area newspapers. In January 2004, to enhance revenue, Rural Development allowed management to increase rental rates from $450 to $510 for one bedroom apartments and from $500 to $560 for two bedroom apartments. The property can support rental increases because the residents only pay 30% of their monthly income with the rest covered by rental assistance. The mortgage, taxes, insurance and payables are current.

Livingston Plaza, Limited (Livingston Plaza) is a 24-unit, family property located in Livingston, Texas. As of the third quarter of 2004, the property's occupancy averaged 84%. The property is having low occupancy rates due to poor public perception and competition from other housing options, especially mobile homes. The management company hired a police detail to patrol the property at night to discourage loitering and improve safety. This resulted in a drop in occupancy as the less desirable tenants moved out. However, management believes that this will improve the tenant base and will improve occupancy in the long-term. A new site manager with experience managing large housing complexes was hired in September. The Investment General Partner will continue to closely monitor Livingston Plaza's operations. All taxes, insurance and mortgage payments are current. The Operating General Partner guarantee is unlimited in time and amount.

Series 16

As of September 30, 2004 and 2003, the average qualified occupancy for the series was 100%. The series had a total of 64 properties at September 30, 2004, all of which were at 100% qualified occupancy.

For the six months being reported Series 16 reflects a net loss from Operating Partnerships of $1,516,988, which includes depreciation of $2,229,383, which is a non-cash item.  This is an interim period estimate; it is not necessarily indicative of the final year end results.

The reduction in net loss per BAC in the current year is primarily the result of a reduction in the share of loss from Operating Partnerships reported by the series. The reduction in the Operating Partnership loss is a result of an increase in losses suspended due to limitations of the equity method of accounting.

Cass Partners, L.P. (The Fitzgerald Building) is a 20-unit family property, located in Plattsmouth, NE, that continues to operate below breakeven due to low occupancy. In the first two quarters of 2004, average physical occupancy remained at 35%. In the third quarter physical occupancy dropped to 30%. Over abundance of affordable housing in the area has negatively impacted occupancy at this property. Lay-offs at area businesses have further softened the market. Additionally, the property does not offer amenities such as washer and dryer hook-ups in each unit nor does it have a parking lot for its residents; amenities available in surrounding tax credit properties. In the first quarter of 2004, to improve marketability of the property, the Operating General Partner renovated ten out of thirteen vacant apartments; however, this did not result in physical occupancy increase. The management company has stepped up their advertising, met with the local real estate companies, and has increased site signage. The four commercial spaces at the property have been leased and generate about $1,500 in monthly income. The mortgage, insurance are current; however the real estate taxes for 2003 are overdue and real estate taxes for the first two quarter of 2004 are late. The Operating General Partner has supported the property financially in the past; however, in the third quarter the Operating General Partner requested help from the Investment General Partners. The Investment General Partner is working closely with the Operating General Partner to insure that the mortgage does not go into default.

Clymer Park Associates Limited Partnership (Clymer Park Apartments) located in Clymer, Pennsylvania is a 32-unit elderly development. The 2003 audited financial statement indicates operations below breakeven due to low occupancy. The low occupancy in 2003 was due to the lack of rental assistance for seven of the units and a recently imposed restriction on Section 8 mobile vouchers. As of September 30, 2004 occupancy at the property increased to 91% from 88% at June 30, 2004. The management company currently maintains a significant waiting list of pre-qualified tenants and is currently processing several applications.

Branson Christian County II Limited Partnerships (Abbey Orchards Apartments II) located in Nixa, Missouri operated below breakeven in 2003. The operating deficits resulted from the low occupancy rate at this property, which averaged 89.3% in 2003. Occupancy improved in 2004 and averaged 94% through the third quarter of 2004. The increased occupancy has allowed the property to operate above breakeven in 2004. Provided that operations remain stable, the Investment General Partner will no longer provide special disclosure on this Operating Partnership.

Greenfield Properties Limited Partnership (Greenfield Properties) is a 20-unit property located in Greenfield, Missouri. The property has operated with an average occupancy through third quarter 2004 of 91%, and as a result is operating above breakeven. The increase in occupancy over the last six months is largely due to regular advertising in the newspaper, management getting previously vacant units rent-ready, and an incentive of free utilities. Six new residents have moved in as a result of this incentive. The Investment General Partner will continue to monitor occupancy and these marketing efforts. Provided that operations remain stable, the Investment General Partner will no longer provide special disclosure on this Operating Partnership.

Summersville Estates Limited Partnership (Summersville Estates) is a 24-unit property located in Summersville, Missouri. The property has operated with an average occupancy of 75% through third quarter 2004; however, it has operated above breakeven. Although occupancy has not improved greatly over the second quarter, a rent increase and management's close monitoring of expenses has kept this property above break-even. The Investment General Partner will continue to monitor this property for improved occupancy and maintenance of positive cash flow.

St. Croix Commons Limited Partnership (St. Croix Commons Apartments) is a 40-unit, family property located in Woodville, Wisconsin. The property operated with an average occupancy of 75% for the year 2003. Occupancy has increased slightly to an average of 82% through the third quarter of 2004. Operating expenses continue to stay below the state average. Because of the high vacancy rate and the low rental rates in the area, the property did not achieve breakeven operations through the third quarter of 2004. The management agent continues to market the available units by, working closely with the housing authority and, continuing various marketing efforts to attract qualified residents. The Operating General Partner continues to financially support the Operating Partnership. The mortgage, taxes, insurance and payables are current.

1413 Leavenworth Historic, L.P. (Lofts By The Market Apartments) is a 60-unit historic development located on the fringe of the historic warehouse district in downtown Omaha, Nebraska. The original developer/Operating General Partner is still in place and continues to fund the operating deficits. Over the past three years, there have been four different management companies retained to manage the property. This inconsistency has contributed to the cash flow, compliance and accounts payable problems currently impacting the property. On June 1, 2003, management of the property was transferred to Fieldcrest Management. Fieldcrest is an entity related to the Operating General Partner that was formed to take over the management of the Operating General Partner's assets. It is hoped that by having a close relationship with the managing agent, the Operating General Partner will offer the necessary resources and cooperation to assure the successful ongoing operation of the property. The major probl ems faced include inconsistent physical and economical occupancy, high operating expenses and tax credit compliance issues. In 2003, the management company reported that the property lost $290,642 while averaging 83% physical and 79% economic occupancy for the year. The management company has struggled to provide accurate financial accounting and reporting and as a result the reported losses were significantly higher than the $134,326 loss reported on the 2003 audit. Through the third quarter of 2004, the management company reported a $2,324 positive cash flow while averaging 86% physical and 85% economic occupancy. The audit issues cited in the 2002 Nebraska Investment Finance Authority (NIFA) audit have been resolved and an "all clear" has been given for compliance issues for that year. In the prior year, the State Agency issued "Low Income Housing Credit Agencies Report of Noncompliance" forms (8823's) for failing to file the required Annual Owner's Certifications. Fieldcrest is currently working on resol ving the prior year issues and expected to have those addressed by the third quarter of 2004. However, they have not fulfilled that goal to date. The Operating General Partner negotiated with mortgage lenders to procure a commitment to replace the current high interest rate financing to no avail. The Operating General Partner efforts are being hampered by the inconsistent operating history of the property and the inability to provide reliable financial data. It is unlikely that the Operating General Partner will be able to obtain a commitment until operations stabilize and the property produces positive cash flow for more than 90 concurrent days.

Series 17

   As of September 30, 2004 and 2003, the average qualified occupancy for the series was 99.7%.  The series had a total of 48 properties at September 30, 2004.  Out of the total 47 were at 100% qualified occupancy.

For the six months being reported Series 17 reflects a net loss from Operating Partnerships of $648,872, which includes depreciation of $1,821,378, which is a non-cash item. This is an interim period estimate; it is not necessarily indicative of the final year end results.

The reduction in net loss per BAC in the current year is primarily the result of a reduction in the share of loss from Operating Partnerships reported by the series. The reduction in the Operating Partnership loss is a result of an increase in losses suspended due to limitations of the equity method of accounting.

Annadale Housing Partners (Annadale Apartments) has historically reported net losses due to operational issues associated with the property. In 2003, occupancy decreased from the previous year's level, averaging 81.9% for the year. As a result of the low occupancy the site staff was replaced during the fourth quarter of 2003. Due to the efforts of the new site staff and continued aggressive marketing occupancy has shown improvement in 2004, with the third quarter occupancy remaining strong at 94%. Management has promoted events such as a food drive to bring the community together. A new advertisement has been running in the local paper offering the first months rent free at the senior property. Expenses decreased from the prior year levels, however remain higher than the state average. Maintenance costs continue to be high due to the provisions of the loan agreements which stipulate that the Operating Partnership must spend a minimum of $55,000 per year on capital improvements, with the funding coming fro m operations. A substantial rent increase went into effect in February 2004, and operating statements through September 2004 demonstrate that the Operating Partnership continues to operate above breakeven. Provided that operations remain stable, the Investment General Partner will no longer provide special disclosure on this Operating Partnership.

In an attempt to capitalize on the strong California real estate market the Operating General Partner of California Investors VI (Orchard Park) entered into an agreement to sell the property and the transaction closed in June 2003. As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken. Sale proceeds due to Boston Capital Tax Credit Fund I-Series 3 (BCTC I) and Boston Capital Tax Credit Fund III-Series 17 (BCTC III) after repayment of advances made to the Operating Partnership are $453,144 and $31,790, respectively. Of the proceeds received $352,751 and $24,765, for Series 3 and Series 17, respectively, was distributed to the investors in July 2004. This represented a per BAC distribution of $.122 and $.005 for Series 3 and 17, respectively. The total returned to the investors was distributed based on the number of BACs held by each investor at the time of the sale. The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership. The remaining proceeds total of $107,418 was paid to BCAMLP for fees and expenses related to the sale, and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $50,000 represents a fee for overseeing and managing the disposition of the property; and $47,418 represents a partial payment of accrued asset management fees.

Operations at Palmetto Properties Ltd. (Palmetto Villas) have historically suffered from low occupancy and significant deferred maintenance issues. Occupancy through September 2004 has averaged 87%. The property is currently operating above breakeven due to the fact that operating expenses have been kept low. The replacement reserve has not been funded at required levels. At December 31, 2003 real estate taxes were delinquent for the years 2001 - 2003 in the amount of $85,416. In February 2004, Rural Development agreed to voucher the 2001 and 2002 unpaid taxes. The 2003 taxes were paid from property operations. In an effort to make the property financially solvent, Rural Development is working towards re-amortizing the total loan amount thus easing the burden on the property for all outstanding balances due. Due to the successions of hurricanes experienced in Florida, the finalizing of the refinance has been delayed slightly and is anticipated to be completed in the fourth quarter of 2004. Management has also requested additional Rental Assistance, and a rent increase of $30 per unit. The Operating Partnership is faced with deferred maintenance issues. There is evidence of damage to some of the concrete patios, which are washing out as there are no gutters to divert the rainfall. There is a drainage problem at the base of the driveways. The kitchen counters and cabinets are old. The property is experiencing problems with the cracking of water pipes. The pipes are apparently buried only 5 inches below the surface. Management has focused on funding the tax and insurance escrow to avoid any further delinquencies in paying the property taxes. Once the debt is reamortized, the focus will be on replenishing reserves in order to cure deferred maintenance issues. The Investment General Partner continues to monitor the situation.

Mt. Vernon Associates, L.P. (Green Court Apartments) is a 76-unit building located in Mt. Vernon, NY. The Operating Partnership suffered from negative cash flow as a result of high operating expenses. The property has been able to meet obligations due to the Operating General Partner funding deficits. One of the Operating General Partners withdrew from the Partnership in the second quarter of 2003. The remaining Operating General Partner is committed to enhancing the performance of the property. A capital improvement escrow was funded to pay for necessary repair costs. The withdrawing Operating General Partner funded $25,000 to the account, and the balance of the funds have come as a result of refinancing the debt on the property. Such repairs include: work to the building façade, skylight and chimney repairs, roof repairs, and modifications to the domestic hot water system. A site visit at the property in November 2003 showed the capital improvements in place to date have had a significant impact on curb appeal. The remaining repairs were completed in the spring of 2004. A follow up site inspection is planned in the fourth quarter of 2004. Operations at the property demonstrated improvement during 2003, with occupancy averaging 96.58% for the year. Expenses decreased primarily as a result of decreased utility expenses. Taking these factors into account, the Operating Partnership has operated above breakeven in 2003. Occupancy remains strong going into 2004 with occupancy through the third quarter averaging 97%. Operations are running slightly below breakeven due to capital improvements funded through operations and the capital improvement escrows. If not for this, the Partnership would be operating at breakeven. As a result of an audit performed by the State Agency in 1999, several instances of non-compliance were noted in the files. Some of the non-compliance items noted were within the initial tenant files. The non-compliance was reported to the IRS and subsequently 8823's were issued. Management h as corrected the files to the best of their ability; however the files are not complete, and the 8823's remain uncorrected. The Investment General Partner has requested copies of the first year tenant files to make an assessment of the situation. Based upon a preliminary review, the Investment General Partner has a concern that the Operating Partnership may not meet the minimum set-aside requirements, and may be subject to either partial recapture or disallowance of credits. However, final determination of any potential non-compliance issues that may exist will only be determined if the Partnership is audited by the IRS. To date no recapture of credits has been taken. A subsequent audit was performed at the property on January 9, 2003. The state agency found one minor file compliance issue, which has since been corrected. They also required deferred maintenance issues to be corrected such as the chimney and façade repairs discussed above. Provided that operations remain stable, the Investment General Partner will no longer provide special disclosure on this Operating Partnership.

Waynesburg Housing Limited Partnership (Waynesburg House Apartments) is a 34-unit elderly development located in Waynesburg, Pennsylvania. The 2003 financial statement indicates significantly improved operations well above breakeven. During 2003 occupancy stabilized above 90% and as of September 30, 2004 is 94%. The Investment General Partner will continue to monitor this property. Provided that the improved operations continue throughout 2004 the Investment General Partner will discontinue special disclosure on this Operating Partnership.

Aspen Ridge Apartments, L.P. a 42-unit development located in Omaha, Nebraska. The original developer/Operating General Partner is still in place and continues to fund operating deficits. Over the past three years, there have been four different management companies. This inconsistency has contributed to issues involving the cash flow, tax credit compliance and accounts payable. On June 1, 2003, management of the property was transferred to Fieldcrest Management, an entity related to the Operating General Partner. It is hoped that by having a close relationship with the managing agent, the Operating General Partner will offer the necessary resources and cooperation to assure the successful ongoing operation of the property. The major problems faced include inconsistent occupancy, high operating expenses and tax credit compliance issues. In 2003, the management company reported that the property lost $142,673 while averaging 92% physical and 89% economic occupancy for the year. The management company has s truggled to provide accurate financial accounting and reporting and, as a result, the reported losses were significantly higher than the $38,253 actual loss reflected on the 2003 audit. Through the third quarter of 2004, the property is reported to have generated a cash flow of nearly $40,000 while averaging 98% physical and 95% economic occupancy. Issues associated with the 2002 Nebraska Investment Finance Authority (NIFA) audit have been resolved and an "all clear" has been given for compliance for that year. In 2001, NIFA issued Low Income Housing Credit Agencies Report of Noncompliance forms (8823's) for failing to file the required the Annual Owner's Certification. Fieldcrest is working on resolving the prior year 8823s and expects to have those issues resolved by the end of 2004. The Operating General Partner has solicited numerous mortgage lenders in an effort to secure a commitment to replace the current high interest rate mortgage. His efforts have been unsuccessful due to the poor operating history of the property and the inability of the general partner to provide reliable financial data. While he plans to continue his efforts to seek new debt, considering the current obstacles that still need to be overcome, it could be a year or more before a mortgage commitment can be obtained.

Series 18

 As of September 30, 2004 and 2003 the average qualified occupancy for the series was 100%.  The series had a total of 34 properties at September 30, 2004, all of which were at 100% qualified occupancy.

For the six months being reported Series 18 reflects a net loss from Operating Partnerships of $1,012,060, which includes depreciation of $1,304,828, which is a non-cash item. This is an interim period estimate; it is not necessarily indicative of the final year end results.

Series 18 has invested in 4 Operating Partnerships (the "Calhoun Partnerships") in which the Operating General Partner is Reimer Calhoun, Jr. or an entity which is affiliated with or controlled by Reimer Calhoun (the "Reimer Calhoun Group"). The Operating Partnerships are: Leesville Elderly Apts., Lockport Elderly Apts., Natchitoches Elderly Apts., and Vivian Elderly Apts. The affordable housing properties owned by the Calhoun Partnerships are located in Louisiana and consist of approximately 174 apartment units in total. The low income housing tax credit available annually to Series 18 from the Calhoun Partnerships is approximately $523,397, which is approximately 11% of the total annual tax credit available to investors in Series 18.

In the summer of 2002, the US Attorney for the Western District of Louisiana notified the Investment General Partner that the Reimer Calhoun group was under investigation by several federal agencies for the alleged manipulation of property cost certifications. In early 2003, the Investment General Partner learned that the US Attorney intended to bring criminal charges against certain members of the Reimer Calhoun group for falsifying the certified cost basis upon which the Louisiana Housing Finance Agency determined the tax credit calculation with respect to approximately 40 Operating Partnerships in which Series 18 is not an investor. The Investment General Partner used these certifications in determining the tax credits investors would receive through their investment in the Calhoun Partnerships. In effect, it appears that the contractor that built the apartment properties (an affiliate of Mr. Calhoun's) overbilled the respective Operating Partnerships, thereby improperly inflating the cost certificatio n and the amount of tax credit generated.

In late March, 2003, Reimer Calhoun, Jr. pleaded guilty to charges of wire fraud and conspiracy to commit equity skimming. At that time, the Investment General Partner obtained $1,282,202, currently held in escrow, from Reimer Calhoun for the purpose of offsetting any potential losses to tax credits caused by Mr. Calhoun's fraud.

On September 25, 2003, judgment in a criminal case was entered against Reimer Calhoun, Jr. and TF Management, Inc. On Count 1, alleging wire fraud, Reimer Calhoun, Jr. was sentenced to 60 months in the custody of the United States Bureau of Prisons. On Count 2, Mr. Calhoun received a concurrent 60 month sentence. Mr. Calhoun's prison sentence began on October 13, 2003. Mr. Calhoun was further fined $500,000 and ordered to pay restitution of $4,363,683 to various parties. The amount of restitution ordered paid to the Investment General Partner was $1,559,723. This amount includes the monies previously paid by Mr. Calhoun. The additional $277,521 was received in December 2003.

The Investment General Partner has cooperated fully with the US Attorney in the investigation, and there has been no suggestion of any wrongdoing on the part of it or any of its affiliates.

In 2003, the Internal Revenue Service commenced an audit of the Calhoun partnerships in order to finally determine the amount of overstated tax credits. The Investment General Partner has reached a resolution with the IRS whereby the adjustments to tax credits will be made only for the tax years 2004 and thereafter in order to avoid amending tax returns already filed for the years 2001, 2002 and 2003. It is anticipated that final Closing Agreements will be entered into with the IRS for each of the partnerships by year end. At this point, the Investment Partnerships have incurred substantial legal and accounting costs based upon Mr. Calhoun's fraud. It is anticipated that some of these costs will continue at least through completion of the Closing Agreements. It is further anticipated that the $1,559,723 will be sufficient to fully protect the investors and provide restitution to the Investment Partnerships affected.

With respect to each of the Calhoun Partnerships where Reimer Calhoun has been the Operating General Partner or in control of an entity which has been the Operating General Partner, the Investment General Partner and its affiliates are in the process of replacing them with another entity which is controlled by Murray Calhoun, the son of Reimer Calhoun. Murray Calhoun is the principal of Calhoun Property Management, L.L.C., which has provided property level management services for the apartment properties owned by the Calhoun Partnerships. Murray Calhoun also cooperated fully with the criminal investigation of his father, and the Investment General Partner and its affiliates have confirmed directly with the US Attorney that no evidence was found of any wrongdoing on the part of Murray Calhoun.

The Investment General Partner and its affiliates have undertaken discussions with the Rural Housing Service of the U.S. Department of Agriculture, in its capacity as first mortgage lender for each of the Calhoun Partnerships, to make sure that all of the mortgage loans are and will continue to be in good standing notwithstanding the overstated credit and the criminal prosecution resulting therefrom. RHS has also indicated that it will consent to the replacement of general partners noted above.

Finally, the Investment General Partner and its affiliates are reviewing their business dealings with the Calhoun Partnerships in general to attempt to determine if any other irregularities have occurred.

Glen Place Apartments (Glen Place Apartments) operated with an average occupancy of 90% for the year 2002. The fourth quarter 2003 occupancy increased to an average of 97%. The operating expenses continue to stay below the state average. Although the occupancy increased, the low rental rates in the area prevented the property from achieving breakeven operations in the fourth quarter of 2003. The management agent continues to market the available units by working closely with the housing authority and continuing various marketing efforts to attract qualified residents. The Operating General Partner continues to financially support the partnership. The mortgage, taxes, insurance and payables are current.


Arch Development, LP, is a 75-unit property located in Boston, Massachusetts providing low-income housing to homeless, HIV positive and very low income tenants. Although occupancy has consistently remained above 90%, the property has struggled with meeting their expense obligations. Specifically, the property has been delinquent in their water, sewer, and real estate payments to the City of Boston and has not consistently met the terms of the established payment agreement. The Operating General Partner has initiated discussions with two area banks to refinance the property at a reduced interest rate and the Investing General Partner will be conducting a review of the 2004 unaudited financial reports, at the Operating General Partner's office, to determine the impact of refinancing on the partnership. The Operating General Partner has an unlimited guarantee in time and amount.

Chelsea Square Development Limited Partnership (Chelsea Square Apartments) is a 6-unit property, which incurred negative cash flow during 2003 as a result of low residential rental rates, and the nonpayment of commercial rental revenue to the property. As of June 30, 2004 occupancy is 66%. To prevent the City of Chelsea from foreclosing on the property the Investment General Partner and the Operating General Partner have each agreed to pay 50% of the outstanding real estate taxes and water & sewer charges. The Operating General Partner is negotiating with the City of Chelsea to pay past due trash charges. The property's mortgage and property insurance are current. The Operating General Partner's operating deficit guarantee is unlimited as to amount and time. The Investment General Partner has scheduled a meeting at the Operating General Partner's office to review the financials.

Preston Wood Associates L.P. (Preston Apartments) is a 62-unit property located in Bentonville, Arkansas. In previous years, Preston Wood operated below breakeven due to high debt service and high operating expenses, primarily related to high water, sewer and energy rates, which are prevalent throughout the state. During 2003, the property re-amoritzed the debt thereby reducting the payment by $6,200 monthly, allowing the property to reduce some of the long term obligations.

The average occupancy through September 2004 is 85%. Fluctuations in occupancy in 2003 and 2004 were related to layoffs at the two major employers in the area. In response to the change in occupancy, the Operating General Partner significantly increased their marketing, phased in the placement of washers and dryers in the units, and implemented the Sure Deposit program, which significantly reduced the move-in cost to residents. During 2003, the property continued its aggressive marketing strategy and changed its current manager. The Investment General Partner will continue to work with the Operating General Partner to reduce operating expenses and stabilize occupancy. The Operating General Partner continues to fund operating deficits. The mortgage, trade payables, property taxes and insurance are current.

Parvin's L.P. (Parvin's Branch Townhouses) is a 24-unit family property located in Vineland, New Jersey. Credit delivery began in 1993 and continued through 2003. The property has historically operated below breakeven, and continued to do so in 2004. The property expended cash due to high debt service (specifically high interest rate of 10.5%) and high operating expenses. The average occupancy through September 2004 was 92%, which is consistent with the prior year. The Investment Limited Partner will discuss a refinance with the Operating General Partner. The Operating General Partner continues to fund operating deficits.

Newton I, L.P. (Newton Plaza Apartments) is a 24-unit property in Newton, Iowa that over the past two years has had difficulty sustaining an average occupancy above 90%. In 2003, the property averaged 88% occupancy; however through the second quarter of 2004, occupancy has increased to 98%. With a significant tax reduction in September and the approval of a 2004 rent increase, it is expected that operations will continue to improve at the property in the coming year. Provided that the improved operations continue throughout 2004 the Investment General Partner will discontinue special disclosure on this Operating Partnership.

Evergreen Hills Associates, L.P. (Evergreen Hills Apartments) is a 72-unit property located in Macedon, NY. The property has historically operated below breakeven, and continued to do so in 2003. When comparing current operations with expected cash flow, expenses are running significantly higher than projected, specifically real estate taxes and insurance. Although rents are currently $80 less than the tax credit maximum allowable rents, this property is part of a three phase complex, and any rent increase would be detrimental to occupancy. Management does not feel that the area where the property is located can support any increase. In 2003 the average occupancy was 90.39%. Through the third quarter of 2004 average occupancy decreased to 83% and the property is operating below breakeven as a result. The property continues to operate below breakeven as a result of decreased occupancy and rental revenues. The Operating General Partner has stated that the economy is poor with the decrease in employment at K odak, and other area corporations. The Operating General Partner interest will be transferred from Home Properties of New York, LP to Silver Evergreen, LLC. The transfer documents are in the process of final revisions, and once executed will have an effective date of September 30, 2004. Home Properties has decided to exit the Affordable Housing business and has been actively transferring its tax credit portfolio over the last two years. The new Operating General Partner is making strong efforts to improve operations at the property and increasing occupancy.

Series 19

As of September 30, 2004 and 2003 the average qualified occupancy for the series was 100%.  The series had a total of 26 properties at September 30, 2004, all of which were at 100% qualified occupancy.

For the six months being reported Series 19 reflects a net loss from Operating Partnerships of $945,125, which includes depreciation of $1,597,767, which is a non-cash item. This is an interim period estimate; it is not necessarily indicative of the final year end results.

Series 19 has invested in 3 Operating Partnerships (the "Calhoun Partnerships") in which the Operating General Partner is Reimer Calhoun, Jr. or an entity which is affiliated with or controlled by Reimer Calhoun (the "Reimer Calhoun Group"). The Operating Partnerships are: Hebbronville Apts., Lone Star Seniors Apts., and Martindale Apts. The affordable housing properties owned by the Calhoun Partnerships are located in Texas and consist of approximately 68 apartment units in total. The low income housing tax credit available annually to Series 19 from the Calhoun Partnerships is approximately $78,750, which is approximately 1% of the total annual tax credit available to investors in Series 19.

In the summer of 2002, the US Attorney for the Western District of Louisiana notified the Investment General Partner that the Reimer Calhoun group was under investigation by several federal agencies for the alleged manipulation of property cost certifications. In early 2003, the Investment General Partner learned that the US Attorney intended to bring criminal charges against certain members of the Reimer Calhoun group for falsifying the certified cost basis upon which the Louisiana Housing Finance Agency determined the tax credit calculation with respect to approximately 40 Operating Partnerships in which Series 19 is not an investor. The Investment General Partner used these certifications in determining the tax credits investors would receive through their investment in the Calhoun Partnerships.

In effect, it appears that the contractor that built the apartment properties (an affiliate of Mr. Calhoun's) overbilled the respective Operating Partnerships, thereby improperly inflating the cost certification and the amount of tax credit generated.

In late March, 2003, Reimer Calhoun, Jr. pleaded guilty to charges of wire fraud and conspiracy to commit equity skimming. At that time, the Investment General Partner obtained $1,282,202, currently held in escrow, from Reimer Calhoun for the purpose of offsetting any potential losses to tax credits caused by Mr. Calhoun's fraud.

On September 25, 2003, judgment in a criminal case was entered against Reimer Calhoun, Jr. and TF Management, Inc. On Count 1, alleging wire fraud, Reimer Calhoun, Jr. was sentenced to 60 months in the custody of the United States Bureau of Prisons. On Count 2, Mr. Calhoun received a concurrent 60 month sentence. Mr. Calhoun's prison sentence began on October 13, 2003. Mr. Calhoun was further fined $500,000 and ordered to pay restitution of $4,363,683 to various parties. The amount of restitution ordered paid to the Investment General Partner was $1,559,723. This amount includes the monies previously paid by Mr. Calhoun. The additional $277,521 was received in December 2003.

The Investment General Partner has cooperated fully with the US Attorney in the investigation, and there has been no suggestion of any wrongdoing on the part of it or any of its affiliates.

In 2003, the Internal Revenue Service commenced an audit of the Calhoun partnerships in order to finally determine the amount of overstated tax credits. The Investment General Partner has reached a resolution with the IRS whereby the adjustments to tax credits will be made only for the tax years 2004 and thereafter in order to avoid amending tax returns already filed for the years 2001, 2002 and 2003. It is anticipated that final Closing Agreements will be entered into with the IRS for each of the partnerships by year end. At this point, the Investment Partnerships have incurred substantial legal and accounting costs based upon Mr. Calhoun's fraud. It is anticipated that some of these costs will continue at least through completion of the Closing Agreements. It is further anticipated that the $1,559,723 will be sufficient to fully protect the investors and provide restitution to the Investment Partnerships affected.

With respect to each of the Calhoun Partnerships where Reimer Calhoun has been the Operating General Partner or in control of an entity which has been the Operating General Partner, the Investment General Partner and its affiliates are in the process of replacing them with another entity which is controlled by Murray Calhoun, the son of Riemer Calhoun. Murray Calhoun is the principal of Calhoun Property Management, L.L.C., which has provided property level management services for the apartment properties owned by the Calhoun Partnerships. Murray Calhoun also cooperated fully with the criminal investigation of his father, and the Investment General Partner and its affiliates have confirmed directly with the US Attorney that no evidence was found of any wrongdoing on the part of Murray Calhoun.

The Investment General Partner and its affiliates have undertaken discussions with the Rural Housing Service of the U.S. Department of Agriculture, in its capacity as first mortgage lender for each of the Calhoun Partnerships, to make sure that all of the mortgage loans are and will continue to be in good standing notwithstanding the overstated credit and the criminal prosecution resulting there from. RHS has also indicated that it will consent to the replacement of general partners noted above.

Finally, the Investment General Partner and its affiliates are reviewing their business dealings with the Calhoun Partnerships in general to attempt to determine if any other irregularities have occurred.


Carrollton Villa, L.P. (Carrollton Villa) located in Carrollton, Missouri operated below breakeven in 2003 as a result of low occupancy and reduced rent levels. Occupancy at the property averaged 71% in 2003. The primary problem is that Carrolton, Missouri has experienced significant economic decline. All of the major employers have relocated. Rent decreases were required to attract potential residents. Management also ran ads in the local newspaper and has posted flyers throughout the community and in surrounding areas. The marketing efforts produced results in the occupancy. Occupancy averaged 86% through the third quarter of 2004 and averaged 91% for the second and third quarters. The property continues to operate below breakeven due to the reduced rent levels. The property's mortgage, taxes and insurance are all current. As of October 1, 2004, the Operating General Partner interests were transferred to Missouri Valley Community Action Agency, a local nonprofit that manages, develops and provides services to affordable housing. Upon transfer to a nonprofit, the mortgage became a cash flow only mortgage. This should help the property begin to operate at breakeven.

Holts Summit Square, Limited Partnership (Callaway Villa Apartments) located in Holts Summit, Missouri, operated with an average occupancy of 95% in 2003. Despite the high occupancy the property operated below breakeven in 2003 due to high turnover and the resulting maintenance expense. Management focused on tenant retention as well as tighter screening and operations at the property improved. Occupancy averaged 97% through the third quarter of 2004 and the property operated above breakeven. The property's mortgage, taxes and insurance are all current. Provided that the improved operations continue throughout 2004 the Investment General Partner will discontinue special disclosure on this Operating Partnership.

Jeremy Associates L.P., a 93-unit family development located in Las Colinas, Texas operated below breakeven during 2003. Occupancy changes and the overall decline in the sub-market during 2003 and 2004 are related to increased competition with other tax credit communities. To remain competitive, the property increased advertising and outreach marketing to local business and retail centers, reduced prices on two and three bedrooms to remain competitive with newer conventional product with more amenities, increased hours of operation to include Sundays and increased internet advertising. Average occupancy through the third quarter of 2004 is 86%. The property also experienced high operating costs attributed to foundation and stress cracks over the past several years. Between 2001 and 2003 a total of $61,310 in foundation work was completed. An engineer's report was conducted to inspect all buildings for foundation movement in 2003. The inspection identified five buildings with current foundation movement. T he 2004 budget reflects monies for foundation work to be completed on three out of five buildings totaling $38,980. The overall estimate to complete the foundation work and address the interior issues as a result of the movement is estatimated at $170,000. However, several emergency repairs were needed to rebuild three deteriorating stair towers, resulting from foundation movement. At this point the Operating General Partner is monitoring movement in the five buildings identified in the engineer's report before proceeding further.

The Investment General Partner visited the property in July and reviewed the work that has been completed and discussed the future improvements with the General Parnter. The Investment General Partner will continue to work with the Operating General Partner through the completion of the improvements and reduction of the operating expenses. The mortgage, trade payables, property taxes and insurance are current.

Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which is primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Limited Partnership.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in any such Operating Limited Partnership and includes such reduction in equity in loss of investment of limited partnerships.

Item 3

Quantitative and Qualitative Disclosure About Market Risk

 

 

 

Not Applicable

 

 

Item 4

Controls & Procedures

 

 

 

 

(a)

Evaluation of Disclosure Controls and Procedures

 

 

As of the end of the period covered by this report, the Partnership's General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc. carried out an evaluation of the effectiveness of the Fund's "disclosure controls and procedures" as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Fund required to be included in the Partnership's periodic SEC filings.

 

 

 

 

(b)

Changes in Internal Controls

 

 

There were no changes in the Fund's internal control over financial reporting that occurred during the quarter ended September 30, 2004 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

 

 

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

 

 

 

None

 

 

Item 2.

Unregistered Sales of Equity 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

 

 

 

(a)Exhibits

 

 

 

 

31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

 

 

 

 

31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

 

 

 

 

32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

 

 

 

 

 

32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

 

 

 

 

 

 

SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Fund has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Boston Capital Tax Credit Fund III L.P.

 

By:

Boston Capital Associates III L.P.

 

 

General Partner

 

By:

BCA Associates Limited Partnership,

 

 

General Partner

 

By:

C&M Management Inc.,

 

 

General Partner

Date: November 19, 2004

By:

/s/ John P. Manning

 

 

 

 

 

John P. Manning




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Fund and in the capacities and on the dates indicated:

DATE:

SIGNATURE:

TITLE:

 

 

 

November 19, 2004

/s/ John P. Manning

Director, President
(Principal Executive
Officer) C&M Management
Inc.; Director,
President (Principal
Executive Officer)
BCTC III Assignor Corp.

 

 

 

John P. Manning

 

 

 

 

 

 

 

 

DATE:

SIGNATURE:

TITLE:

 

 

 

November 19, 2004

/s/ Marc N. Teal

Chief Financial Officer
(Principal Financial
and Accounting Officer) C&M Management Inc.; Chief Financial Officer
(Principal Financial and Accounting Officer)
BCTC III Assignor Corp.

Marc N. Teal