SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2003 Commission File Number 0-17717
FOUNDATION REALTY FUND, LTD
(Exact name of Registrant as specified in its charter)
Florida 59-2802896
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
1100 Abernathy Road NE, Building 500, Suite 700, Atlanta, GA 30328
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code - (770) 551-0007
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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
Number of share outstanding of each of Registrant's classes of securities.
Title of Each Class Number of Units September 30, 2003
Units of Limited Partnership 9,407
Interest: $1,000 per unit
DOCUMENT INCORPORATION BY REFERENCE
Part IV - Registration Statement S-11, File No. 33-13849
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
Part I - Financial Information
Page No.
Balance Sheets as of September 30, 2003 and December 31, 2002 3
Statements of Operations -
For the Nine Months Ended September 30, 2003 and 2002 4
Statements of Operations -
For the Three Months Ended September 30, 2003 and 2002 5
Statements of Partners' Equity (Deficit) -
For the Nine Months Ended September 30, 2003 and 2002 6
Statements of Cash Flows -
For the Nine Months Ended September 30, 2003 and 2002 7
Notes to Financial Statements 8-10
Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-13
Certifications 14-17
2
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
September 30, 2003 December 31, 2002
(Unaudited) (Audited)
ASSETS
Apartment Properties, at Cost $ 13,266,469 $ 13,229,141
Less - Accumulated Depreciation (5,405,522) (5,178,983)
------------ ------------
7,860,947 8,050,158
Cash and Cash Equivalents 708,174 1,144,230
Restricted Cash 211,533 92,774
Prepaid Expenses 28,390 93,764
Deferred Loan Cost (Net of Accumulated
Amortization of $131,832 and $115,342) 21,987 38,477
------------ ------------
TOTAL ASSETS $ 8,831,031 $ 9,419,403
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Notes Payable $ 9,837,761 $ 9,940,331
Interest Expense Payable 62,954 63,817
Accounts Payable 185,074 57,921
Security Deposits 31,730 42,163
Unearned Rents 10,052 106,653
------------ ------------
TOTAL LIABILITIES 10,127,571 10,210,885
------------ ------------
Partners' Equity (Deficit)
Limited Partners' Equity (Deficit) (9,407
units outstanding @ September 30, 2003 and
December 31, 2002) (1,291,564) (791,482)
General Partners' Equity (Deficit) (4,976) 0
------------ ------------
TOTAL PARTNERS' EQUITY (DEFICIT) (1,296,540) (791,482)
------------ ------------
TOTAL LIABILITIES AND PARTNERS' EQUITY
(DEFICIT) $ 8,831,031 $ 9,419,403
============ ============
3
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30
2003 2002
Property Operations:
Rental Income $ 1,531,245 $ 1,428,269
Miscellaneous 57,195 98,457
----------- -----------
1,588,440 1,526,726
----------- -----------
Expenses:
Depreciation 226,539 226,539
Payroll 241,329 201,985
Real Estate Taxes 134,669 138,777
Utilities 81,065 75,248
Repairs & Maintenance 196,821 131,445
Management Fee - General Partner 80,203 76,239
Insurance 26,548 18,437
Landscaping 29,561 33,641
Other 68,273 51,385
----------- -----------
1,085,008 953,696
----------- -----------
Income from Property Operations 503,432 573,030
Interest Income 2,464 2,310
----------- -----------
505,896 575,340
----------- -----------
Other Expenses:
Interest 574,019 576,372
Amortization 16,490 16,490
General & Administrative - Affiliate 0 1,080
Other General & Administrative 14,909 20,465
----------- -----------
605,418 614,407
----------- -----------
Net Income (Loss) before Discontinued
Operations (99,522) (39,067)
Discontinued Operations 0 11,363
----------- -----------
Net Income (Loss) ($ 99,522) ($ 27,704)
----------- -----------
Allocation of Net Income (Loss) -
Limited Partners ($ 94,546) ($ 26,319)
General Partners (4,976) (1,385)
----------- -----------
($ 99,522) ($ 27,704)
----------- -----------
Net Income (Loss) Per
Limited Partnership Unit ($ 10.05) ($ 2.80)
Number of Limited Partnership Units 9,407 9,407
4
FOUNDATION REALTY FUND, LTD.
(a Florida Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30
2003 2002
Property Operations:
Rental Income $ 476,687 $ 500,702
Miscellaneous 19,589 19,492
--------- ---------
496,276 520,194
--------- ---------
Expenses:
Depreciation 75,513 75,513
Payroll 85,727 73,519
Real Estate Taxes 50,129 51,519
Utilities 26,699 19,699
Repairs and Maintenance 81,866 36,498
Property Management - General Partner 24,943 24,540
Insurance 8,849 6,146
Landscaping 7,134 7,442
Other 19,988 20,103
--------- ---------
380,848 314,979
--------- ---------
Income from Property Operations 115,428 205,215
Interest Income 361 906
--------- ---------
115,789 206,121
--------- ---------
Other Expenses:
Interest 194,349 191,650
Amortization 5,496 5,496
General and Administrative -Affiliate 0 965
Other General and Administrative 3,838 16,139
--------- ---------
203,683 214,250
--------- ---------
Net Income (Loss) before Discontinued Operations (87,894) (8,129)
Discontinued Operations 0 (15,324)
--------- ---------
Net Income (Loss) ($ 87,894) ($ 23,453)
========= =========
Allocation of Net Income (Loss)-
Limited Partners ($ 83,499) ($ 22,280)
General Partners (4,395) (1,173)
--------- ---------
($ 87,894) ($ 23,453)
========= =========
Net Income (Loss) Per
Limited Partnership Unit ($ 8.88) ($ 2.37)
Number of Limited Partnership Units 9,407 9,407
5
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Limited General Total
Partners' Partners' Partners'
Equity Equity Equity
(Deficit) (Deficit) (Deficit)
Balance, December 31, 2001 ($1,835,443) ($ 252,273) ($2,087,716)
Distribution to Partners (282,210) 0 (282,210)
Net Income (Loss) (26,319) (1,385) (27,704)
---------- ---------- ----------
Balance, September 30, 2002 ($2,143,972) ($ 253,658) ($2,397,630)
========== ========== ==========
Balance, December 31, 2002 ($ 791,482) $ 0 ($ 791,482)
Distribution to Partners (405,536) 0 (405,536)
Net Income (Loss) (94,546) (4,976) (99,522)
---------- ---------- ----------
Balance, September 30, 2003 ($1,291,564) ($ 4,976) ($1,296,540)
========== ========== ==========
6
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30
2003 2002
Net Cash Provided by Operating Activities:
Net Income (Loss) ($ 99,522) ($ 27,704)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:
Depreciation 226,539 412,668
Amortization 16,490 31,166
Changes in Operating Assets and Liabilities:
(Increase) in Prepaids (118,759) (18,377)
Increase in Accounts Payable 126,290 421,585
Decrease in Security Deposits (96,601) (1,411)
Increase in Unearned Rents 65,374 103,731
Increase in Restricted Cash (10,433) (209,189)
----------- -----------
Net Cash Provided by Operating Activities 109,378 712,469
----------- -----------
Cash Flows from Investing Activities:
Improvements to Apartment Properties (37,328) (96,546)
----------- -----------
Net Cash Used in Investing Activities (37,328) (96,546)
----------- -----------
Cash Flow from Financing Activities:
Payments from Notes Payable (102,570) (162,985)
Distributions to Partners (405,536) (282,210)
----------- -----------
Net Cash used by Financing Activities (508,106) (445,195)
----------- -----------
Increase (Decrease) in Cash (436,056) 170,728
Cash and Cash Equivalents at Beginning of Period 1,144,230 584,564
----------- -----------
Cash and Cash Equivalents at End of Period $ 708,174 $ 755,292
=========== ===========
Supplemental Cash Flow Information:
Interest Paid $ 574,019 $ 983,798
=========== ===========
7
FOUNDATION REALTY FUND, LTD
A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION:
Foundation Realty Fund, Ltd., (the "Partnership"), a Florida Limited
Partnership, was formed April 14, 1987 under the laws of Florida. Operations
commenced on January 12, 1988. The Partnership operates two apartment
properties. The Partnership will terminate on December 31, 2020, or sooner, in
accordance with the terms of the Limited Partnership Agreement. The Partnership
has received Limited and General Partner capital contributions of $9,407,000 and
$1,000 respectively. J. Robert Love, an individual, and RJ Properties, Inc., a
wholly owned subsidiary of Raymond James Financial, Inc. are the General
Partners and they manage and control the business of the Partnership.
Operating profits and losses are allocated 95% to the Limited Partners and 5% to
the General Partners. Cash from operations will be shared 95% by the Limited
Partners and 5% by the General Partners; however, distributions to the General
Partners are subordinated to certain preferred returns to the Limited Partners.
The Limited Partnership Agreement states that no cash from operations shall be
distributed to the General Partners in any year until Limited Partners have
received distributions in such year in an amount equal to 7% of their adjusted
capital contribution. Profit and loss and cash distributions from sales of
properties will be allocated as formulated in the Limited Partnership Agreement.
The Limited Partnership Agreement state that cash distribution from sales will
be distributed first to the General Partners until they receive 5% of aggregate
distributions of cash from operations. Cash distributions from sales will be
distributed second to each Limited Partner an equal amount to their adjusted
capital contribution plus an amount equal to an 8% per annum, cumulative but
non-compounded return. Cash distributions from sales will be distributed third
to the General Partners until they have received cumulative distributions in an
amount equal to 3% of the aggregate disposition price of properties sold by the
Partnership. Cash distributions from sales will be distributed fourth, the
balance if any, 85% to the Limited Partners and 15% to the General Partners.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting/Revenue Recognition
The Partnership utilizes the accrual basis of accounting whereby revenues are
recognized when earned and expenses are recognized as obligations are incurred.
The partnership does not recognize revenue upon the collection of security
deposits but sets up a liability for the amount received.
Cash and Cash Equivalents
It is the Partnership's policy to include short-term investments with an
original maturity of three months or less in Cash and Cash Equivalents. These
short-term investments are comprised of money market funds and repurchase
agreements.
8
Restricted Cash
Restricted cash includes $171,986 at September 30, 2003 and $50,611 at December
31, 2002 of cash held in escrow for the payment of real estate taxes, insurance
premiums and capital replacement items. Restricted cash also includes $39,547 at
September 30, 2003 and $42,163 at December 31, 2002 of tenant security deposits
held in an escrow account.
Income Taxes
No provisions for income taxes has been made in these financial statements, as
income taxes are a liability of the partners rather than of the Partnership.
Depreciation
The apartment buildings are being depreciated over 35 years using the
straight-line method. Furniture and fixtures are being depreciated over 8 years
using the straight-line method.
NOTE 3 - COMPENSATION, REIMBURSEMENTS AND ACCRUALS TO THE GENERAL PARTNERS AND
AFFILIATES:
The General Partners and affiliates are entitled to the following types of
compensation and reimbursement for costs and expenses incurred for the
Partnership for the nine months ended September 30, 2003.
Property Management Fees $80,203
General and Administrative Costs 0
The terms of the property management agreement call for the Corporate General
Partner to receive a monthly fee of up to 5% of the monthly gross receipts from
residential property operations.
Property management fees in the amount of $9,196 are due to the Corporate
General Partner at September 30, 2003. Property management fees in the amount of
$9,000 were due to the Corporate General Partner at December 31, 2002. There
were no amounts due from related parties at September 30, 2003 or December 31,
2002.
NOTE 4 - LEASES AND APARTMENT PROPERTY:
The Partnership owns one apartment complex leased to residents under short term
operating leases. A summary of the apartment property is as follows:
September 30, December 31,
2003 2002
------------- ------------
Land $ 2,154,136 $ 2,154,136
Buildings 9,613,912 9,613,912
Furniture & Fixtures 1,498,421 1,461,093
------------ ------------
Apartment Properties, at Cost 13,266,469 13,229,141
Less: Accumulated Depreciation (5,405,522) (5,178,983)
------------ ------------
$ 7,860,947 $ 8,050,158
============ ============
9
NOTE 5 - NOTE PAYABLE:
The note payable is secured by the apartment property.
NOTE 6 - BASIS OF PREPARATION:
The unaudited financial statements presented herein have been pre-pared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principals. These statements should be read in conjunction with the financial
statements and notes thereto included in the Partnership's Form 10-K for the
year ended December 31, 2002. In the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the Partnership's financial position
and results of operations. The results of operations for the periods may not be
indicative of the result to be expected for the year.
NOTE 7 - SALE OF PROPERTY:
On November 27, 2002, the Partnership sold the Oakwood Village Apartments in
Atlanta, Georgia for $11,150,000. Marketing efforts continue for the sale of the
Springfield Apartments in Durham, North Carolina.
A table of the summarized operations as of September 30, 2003 and 2002 of the
sold property which are disclosed as discontinued operations follows:
2003 2002
------ ----------
Total Operating Revenues $ 0 $1,218,043
Total Operating Expenses 0 (800,901)
Interest Income 0 1,647
Interest Expense 0 (407,426)
------ ----------
Net Operating Income (Loss) $ 0 $ 11,363
====== ==========
NOTE 8 - OTHER MATTERS:
A solicitation of proxy was made to the limited partners during 2001. The
subject matter of the proxy involved the Corporate General Partner seeking
approval from the limited partners to sell the assets owned by the partnership
and approval to windup partnership operations. A majority of limited partners
voted to approve the sale of the partnership assets and windup the partnership
operations.
NOTE 9 - SUBSEQUENT EVENT:
On or about October 31, 2003, the Partnership will pay distributions of $47,035
to the Limited Partners.
10
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Rental income for the nine months ended September 30, 2002 was $1,428,269 as
compared to $1,531,245 for the comparable period ended September 30, 2003.
Income from property operations for the nine months ended September 30, 2002 was
$573,030 as compared to $503,432 for the comparable period ended September 30,
2003. Rental income increased in the current year as a result of a year to date
decrease in the amount of rental concessions and vacancy loss in 2003. However,
income from property operations decreased $69,598 or 12.1% as a result of an
increase in rental expenses. Repair and maintenance expense is $65,376 higher as
a result of the increase in turnkey costs to prepare the vacated units for
occupancy. Payroll expense is $39,344 higher as a result of personnel overtime
and leasing bonuses paid and as a result of employing a temporary worker for
office and leasing assistance. Rental and miscellaneous income for the three
months ended September 30, 2002 was $520,194 as compared to $496,276 for the
comparable period ended September 30, 2003. Income from property operations
totaled $205,215 for the three months ended September 30, 2002 verse $115,428
for the three months ended September 30, 2003. Unlike the year to date analysis,
the income for the quarter was lower due to an increase in rental concessions.
The quarterly expense comparison is similar in that payroll and repair and
maintenance expenses account for the majority of the quarterly comparison
expense increase.
Interest expense decreased from $576,372 for the nine months ended September 30,
2002 to $574,019 for the nine months ended September 30, 2003. Other general and
administrative costs decreased $5,556 from September 30, 2002 to September 30,
2003. The general and administrative expense decrease is solely attributable to
the costs incurred as a result of last year's legal cost to write a sale
contract for the Oakwood Village Apartments.
Net loss for the nine months ended September 30, 2002 was $27,704 or $2.80 per
Limited Partnership Unit outstanding as compared to a net loss of $99,522 or
$10.05 per Limited Partnership Unit for the comparable period ended September
30, 2003. The $71,818 change is attributable to an increase in the Springfield
repair and maintenance and payroll items mentioned above offset by the increase
in property income
A net loss of $23,453 occurred for the three months ended September 30, 2002
versus a net loss of $87,894 for the three months ended September 30, 2003. This
change was primarily a result of a $89,787 decrease in income from property
operations caused by a higher prevalence of rental concessions and a $57,576
increase in the repair and maintenance and payroll expense categories.
11
Liquidity and Capital Resources
In management's opinion, working capital reserves and liquidity from property
operations are sufficient to meet the short-term operating needs of the
Partnership. The sole long-term commitment of the Partnership is the Springfield
mortgage payable which has a balloon payment due November 2004. Management plans
to meet this commitment through a property sale or through approaching the
lender to refinance the Partnership mortgage. We are currently in the process of
marketing the Springfield Apartments for sale. If an offer at an acceptable
price is received, it is probable that we will sell the property. Capital
expenditures for any material commitments, should they occur, will be funded
from either working capital reserves of proceeds earned from property
operations.
Cash provided by operating activities decreased by $603,091 for the nine-month
period ended September 30, 2003 as compared to the nine-month period ended
September 30, 2002. The decrease was caused primarily as a result of the sale of
the Oakwood Village Apartments in November 2002. Depreciation and amortization
expenses were $200,805 lower for the nine month period ended September 30, 2003
as compared to the nine month period ended September 30, 2002 as a result on
depreciating and amortizing one property's assets verse two. The change in the
accounts payable balance of $295,295 was a result of only accruing bills for the
Springfield Apartments. The final factors contributing a significant decrease in
cash flow from operating activities was a $38,357 change in prepaid tenant
rents, a $100,382 change in prepaid expenses and a $95,190 change in the
security deposit balance. These decrease factors were offset by $198,756 smaller
change to the restricted cash balance.
Cash used by investing activities totaled $37,328 at September 30, 2003 as
compared to $96,546 at September 30, 2002. The $59,218 decrease for the
nine-month period ended September 30, 2003 is primarily attributable to fewer
carpets being purchased in 2003 verse 2002.
Cash used by financing activities increased by $62,911 from the nine-month
period ended September 30, 2002 when compared to the nine-month period ended
September 30, 2003. The increase is attributed to a $236,210 cash distribution
relating to the sale of the Oakwood Village Apartments in January 2003 offset by
a $60,415 decrease in principal payments on the mortgage as a result of the
Oakwood Village mortgage payoff in late 2002. The cash used in financing
activities was further offset by a $112,884 decrease in operating cash
distributions made during the first nine months of 2003 verse the first nine
months of 2002.
ITEM 6 - EXHIBIT AND REPORTS ON FORM 8-K
a) Exhibits - NONE
b) Reports on Form 8-K - NONE
12
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
FOUNDATION REALTY FUND, LTD.
A Florida Limited Partnership
By: RJ PROPERTIES, INC. a General Partner
11/06/03 /s/J. Robert Love - President
-----------------------------
Date (Signature)
11/06/03 /s/Alan G. Lee - Secretary
--------------------------
Date (Signature)
13
CERTIFICATION
-------------
I John R. Luckett certify that:
1. I have reviewed this quarterly report on Form 10-Q of Foundation Realty
Fund, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a) designed such disclosures controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of the date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 6, 2003
Simpson Property Group - Submanager
___________________________________
John R. Luckett
Vice President - Finance
CERTIFICATION
-------------
I J. Robert Love certify that:
1. I have reviewed this quarterly report on Form 10-Q of Foundation Realty Fund,
Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a) designed such disclosures controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of the date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 6, 2003
RJ Properties, Inc. - Managing General Partner
______________________________________
J. Robert Love
President
15