FORM 10-K

 

 

BOSTON CAPITAL TAX CREDIT FUND III L.P.

(Exact name of registrant as specified in its charter)

 

 

Indicate by check mark whether the Fund (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Fund was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes                            ý                                                                                    No                                o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

ý

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The following documents of the Fund are incorporated by reference:

 

Form 10-K Parts		Document
Parts I, III		October 7, 1993 Prospectus,
as supplemented

 

	Parts II, IV Form 8-K
		Form 8-K dated April 4, 1994
		Form 8-K dated April 4, 1994
		Form 8-K dated April 7, 1994
		Form 8-K dated April 8, 1994
		Form 8-K dated April 12, 1994
		Form 8-K dated April 14, 1994
		Form 8-K dated May 12, 1994
		Form 8-K dated May 29, 1994
		Form 8-K dated May 31, 1994
		Form 8-K dated June 16, 1994
		Form 8-K dated June 27, 1994
		Form 8-K dated June 27, 1994
		Form 8-K dated July 8, 1994
		Form 8-K dated September 1, 1994
		Form 8-K dated September 12, 1994
		Form 8-K dated September 21, 1994
		Form 8-K dated October 19, 1994
		Form 8-K dated October 25, 1994
		Form 8-K dated October 28, 1994
		Form 8-K dated November 19, 1994
		Form 8-K dated January 12, 1995

 

 

BOSTON CAPITAL TAX CREDIT FUND III L.P.
Form 10-K ANNUAL REPORT
FOR THE YEAR ENDED MARCH 31, 2003

 

TABLE OF CONTENTS

 

PART I
Item 1.		Business
Item 2.		Properties
Item 3.		Legal Proceedings
Item 4.		Submission of Matters to a Vote of Security Holders
PART II
Item 5.		Market for the Fund’s Limited Partnership Interests and Related Partnership Matters
Item 6.		Selected Financial Data
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 8.		Financial Statements and Supplementary Data
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10.		Directors and Executive Officers of the Fund
Item 11.		Executive Compensation
Item 12.		Security Ownership of Certain Beneficial Owners and Management
Item 13.		Certain Relationships and Related Transactions
Item 14.		Controls & Procedures
PART IV
Item 15.		Exhibits, Financial Statement Schedules, and Reports on Form 8-K
		Signatures

 

 

PART I

 

Item 1.             Business

 

Organization

 

Boston Capital Tax Credit Fund III L.P. (the “Fund”) is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of September 19, 1991.  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.  John P. 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 John P. Manning.

 

The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates (“BACs”) to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.

 

A Registration Statement on Form S-11 and the related prospectus, as supplemented (the “Prospectus”) was filed with the Securities and Exchange Commission and became effective January 24, 1992 in connection with a public offering (“Offering”) in one or more series of a minimum of 250,000 BACs and a maximum of 20,000,000 BACs at $10 per BAC.  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 additional BACs became effective on October 6, 1993.  As of March 31, 2003, subscriptions had been received and accepted by the General Partner in Series 15, 16, 17, 18 and 19 for 21,996,102 BACs, representing capital contributions of $219,961,020.  The Fund issued the last BACs in Series 19 on December 17, 1993.  This concluded the Public Offering of the Fund.

 

The Offering, including information regarding the issuance of BACs in series, is described on pages 84 to 87 of the Prospectus, as supplemented, under the caption “The Offering”, which is incorporated herein by reference.

 

1

 

Description of Business

 

The Fund’s principal business is to invest as a limited partner in other limited partnerships (the “Operating Partnerships”) each of which will own or lease and will operate an Apartment Complex exclusively or partially for low- and moderate-income tenants.  Each Operating Partnership in which the Fund will invest will own Apartment Complexes which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance.  Each Apartment Complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the “Federal Housing Tax Credit”), thereby providing tax benefits over a period of ten to twelve years in the form of tax credits which investors may use to offset income, subject to certain strict limitations, from other sources.  Certain Apartment Complexes may also qualify for the historic rehabilitation tax credit under Section 48 of the Code (the “Rehabilitation Tax Credit”).  The Federal Housing Tax Credit and the Government Assistance programs are described on pages 37 to 51 of the Prospectus, as supplemented, under the captions “Tax Credit Programs” and “Government Assistance Programs,” which is incorporated herein by reference.  Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as Tax Credits.  The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income.  Some of the Apartment Complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the Apartment Complex, but directly to the individuals.  At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the Apartment Complex.

 

As of March 31, 2003 the Fund had invested in 68 Operating Partnerships on behalf of Series 15, 64 Operating Partnerships on behalf of Series 16, 49 Operating Partnerships on behalf of Series 17, 34 Operating Partnerships on behalf of Series 18 and 26 Operating Partnerships on behalf of Series 19.  A description of these Operating Partnerships is set forth in Item 2 herein.

 

The business objectives of the Fund are to:
(1)		provide current tax benefits to Investors in the form of Federal Housing Tax Credits and in limited instances, a small amount of Rehabilitation Tax Credits, which an Investor may apply, subject to certain strict limitations, against the investor’s federal income tax liability from active, portfolio and passive income;
(2)		provide tax benefits in the form of passive losses which an Investor may apply to offset his passive income (if any); and
(3)		preserve and protect the Fund’s capital and provide capital appreciation and cash distributions through increases in value of the Fund’s investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the Apartment Complexes.

 

2

 

The business objectives and investment policies of the Fund are described more fully on pages 30 to 37 of the Prospectus, as supplemented, under the caption “Investment Objectives and Acquisition Policies,” which is incorporated herein by reference.

 

Employees

 

The Fund does not have any employees.  Services are performed by the General Partner and its affiliates and agents retained by them.

 

Item 2.   Properties

 

The Fund has acquired a Limited Partnership interest in 241 Operating Partnerships in five series, identified in the table set forth below.  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.

 

Please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.

 

3

 

Boston Capital Tax Credit Fund III L.P. – Series 15

PROPERTY PROFILES AS OF MARCH 31, 2003

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
April Gardens Apts. III		Las Piedras, PR		32		$	1,450,476		09/92		05/93		100	%	$	279,823
Autumwood Heights		Keysville, VA		40		1,308,021			08/92		01/93		100	%	256,700
Barton Village Apartments		Arlington, GA		18		503,713			10/92		03/93		100	%	101,154
Bergen Meadows		Bergen, NY		24		1,000,967			07/92		07/92		100	%	199,420
Bridlewood Terrace		Horse Cave, KY		24		778,649			01/94		01/95		100	%	167,679
Brunswick Commons		Lawrenceville, VA		24		805,244			03/92		09/92		100	%	152,282
Buena Vista Apartments, Phase II		Union, SC		44		1,435,925			03/92		01/92		100	%	281,000
Calexico Senior Apts.		Calexico, CA		38		1,900,411			09/92		09/92		100	%	366,220
Chestnut Hills Estates		Altoona, AL		24		728,365			09/92		09/92		100	%	146,500
Columbia Heights Apts.		Camden, AR		32		1,273,568			10/92		09/93		100	%	247,599
Coral Ridge Apartments		Coralville, IA		102		2,496,500			03/92		11/92		100	%	2,257,827
Country Meadows II, III, IV		Sioux Falls, SD		55		1,195,036			05/92		09/92		100	%	1,220,825
Curwensville House Apts.		Curwensville, PA		28		1,197,543			09/92		07/93		100	%	262,000
Deerfield Commons		Crewe, VA		39		1,215,162			04/92		06/92		100	%	242,430

 

4

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
East Park Apts. I		Dilworth, MN		24		$	519,159		06/94		01/94		100	%	$	406,100
Edgewood Apts.		Munford-ville, KY		24		776,565			06/92		08/92		100	%	156,763
Golden Age Apts.		Oak Grove, MO		17		398,955			04/92		11/91		100	%	84,410
Graham Village Apts.		Graham, NC		50		1,268,058			10/94		06/95		100	%	919,461
Greentree Apts.		Utica, OH		24		675,807			04/94		10/75		100	%	64,069
Greenwood Village		Fort Gaines, GA		24		665,295			08/92		05/93		100	%	131,268
Hadley’s Lake Apts.		East Machias ME		18		1,026,410			09/92		01/93		100	%	291,400
Hammond Heights Apts.		Westernport, MD		35		1,469,563			07/92		02/93		100	%	327,944
Harrisonville Properties II		Harrison- ville, MO		24		601,828			03/92		11/91		100	%	144,004
Harvest Point Apts.		Madison, SD		30		1,184,698			03/95		12/94		100	%	268,760
Hearthside II		Portage, MI		60		1,901,224			04/92		11/92		100	%	1,153,620

 

5

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Heron’s Landing I		Lake Placid, FL		37		$	1,189,327		10/92		10/92		100	%	$	255,339
Hidden Cove		W. Pittsburg, CA		88		2,716,171			02/94		08/88		100	%	200,000
Higginsville Estates		Higginsville, MO		24		620,593			03/92		03/91		100	%	146,111
Kearney Estates		Kearney, MO		24		626,626			05/92		01/92		100	%	138,103
Lakeside Apts.		Lake Village AR		32		1,205,519			08/94		08/95		100	%	282,004
Lake View Green Apts.		Lake View, SC		24		877,462			03/92		07/92		100	%	183,603
Laurelwood Apartments, Phase II		Winnsboro, SC		32		1,055,855			03/92		02/92		100	%	229,986
Lebanon Properties III		Lebanon, MO		24		624,583			03/92		02/92		100	%	152,171
Lebanon Village II		Spring Grove, VA		24		908,921			08/92		02/93		100	%	169,000
Lilac Apts.		Leitchfield, KY		24		714,090			06/92		07/92		100	%	148,015
Livingston Plaza		Livingston, TX		24		663,877			12/92		11/93		100	%	176,534

 

6

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Manning Lane Apts.		Manning, SC		42		$	1,452,989		08/92		03/93		100	%	$	296,436
Marshall Lane Apts.		Marshallville, GA		18		546,450			08/92		12/92		100	%	114,200
Maryville Properties		Maryville, MO		24		709,792			05/92		03/92		100	%	156,636
Meadow View Apts.		Grantsville, MD		36		1,467,804			05/92		02/93		100	%	291,322
Millbrook Commons		Sanford, ME		16		909,064			06/92		11/92		100	%	227,100
Monark Homes		Van Buren & Barling, AR		10		307,707			06/94		03/94		100	%	239,800
North Prairie Manor Apts.		Plainwell, MI		28		868,306			09/92		05/93		100	%	206,820
North Trail Apts.		Arkansas City, KS		24		811,467			09/94		12/94		100	%	194,118
Oakwood Village		Century, FL		39		1,095,395			05/92		05/92		100	%	249,374
Osceola Estates Apts		Osceola, IA		24		624,290			05/92		05/92		100	%	161,325
Payson Senior Center Apts.		Payson, AZ		39		1,469,995			08/92		08/92		100	%	365,755
Rainier Manor Apts.		Mt. Rainier, MD		104		3,537,442			04/92		01/93		100	%	1,095,382
Ridgeview Apartments		Brainerd, MN		24		881,216			03/92		01/92		100	%	165,434

 

7

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Rio Mimbres II Apartments		Deming, NM		24		$	764,300		04/92		04/92		100	%	$	149,811
River Chase Apts.		Wauchula, FL		47		1,460,454			08/92		10/92		100	%	322,944
Rolling Brook III Apts.		Algonac, MI		26		816,076			06/92		11/92		100	%	185,632
School St. Apts.Phase I		Marshall, WI		24		702,124			04/92		05/92		100	%	666,025
Shenandoah Village		Shenandoah, PA		34		1,453,960			08/92		02/93		100	%	317,136
Showboat Manor Apts.		Chesaning, MI		26		785,701			07/92		02/93		96	%	178,084
Spring Creek II Apts.		Derby, KS		50		1,033,527			04/92		06/92		100	%	1,060,282
Summit Ridge Apartments		Palmdale, CA		304		8,516,143			10/92		12/93		100	%	5,639,000
Sunset Sq. Apts.		Scottsboro, AL		24		730,698			09/92		08/92		100	%	143,900
Taylor Mill Apartments		Hodgenville KY		24		759,149			04/92		05/92		100	%	173,606
Timmons Village Apts.		Lynchburg, SC		18		615,090			05/92		07/92		100	%	122,450
University Meadows		Detroit, MI		53		2,124,194			06/92		12/92		100	%	1,676,750
Valatie Woods		Valatie, NY		32		1,320,216			06/92		04/92		100	%	277,600

 

8

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Village Woods		Healdton, OK		24		$	689,944		08/94		12/94		100	%	$	173,616
Villas Del Mar		Urb. Corales de Hatillo, PR		32		1,449,295			08/92		08/92		100	%	307,200
Virgen del Pozo Garden Apts.		Sabana Grande, PR		70		3,301,185			08/92		07/93		100	%	772,550
Weedpatch Country Apts.		Weedpatch, CA		36		1,946,904			01/94		09/94		100	%	461,197
Whitewater Village Apts.		Ideal, GA		18		519,569			08/92		11/92		100	%	108,000
Wood Park Pointe		Arcadia, FL		36		1,155,033			06/92		05/92		100	%	243,672

 

9

 

Boston Capital Tax Credit Fund III L.P. - Series 16

 

PROPERTY PROFILES AS OF MARCH 31, 2003

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
1413 Leavenworth Apts.		Omaha, NE		60		$	1,692,257		12/92		03/93		100	%	$	1,287,526
Abbey Orchards Apts.		Nixa, MO		48		1,399,851			03/94		06/94		100	%	1,163,875
Abbey Orchards Apts.II		Nixa, MO		56		965,558			08/94		07/94		100	%	1,137,750
Bernice Villa Apts.		Bernice, LA		32		921,791			05/93		10/93		100	%	200,476
Branch River Commons Apts		Wakefield, NH		24		1,246,302			09/92		02/93		100	%	246,105
Brunswick Manor Apts.		Lawrence- ville, VA		40		1,398,527			02/94		07/94		100	%	278,519
Canterfield Manor		Denmark, SC		20		758,163			11/92		01/93		100	%	175,959
Cape Ann YMCA Community Ctr.		Gloucester, MA		23		429,658			01/93		12/93		100	%	693,132
Carriage Park Village		Westville, OK		24		699,372			02/93		07/93		100	%	144,714
Cedar Trace Apts.		Brown City, MI		16		497,298			10/92		07/93		100	%	102,500
Cielo Azul Apts.		Aztec, NM		30		1,003,962			05/93		05/93		100	%	389,749
Clymer Park Apts.		Clymer, PA		32		1,429,044			12/92		11/94		100	%	317,428

 

10

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Crystal Ridge Apts.		Davenport, IA		126		$	2,926,915		10/93		02/94		100	%	$	3,032,972
Cumberland Woods Apts.		Middlesboro, KY		40		1,432,068			12/93		10/94		100	%	412,700
Deer Run Apts.		Warrenton, NC		31		657,159			08/93		03/93		100	%	572,200
Derry Round House Court		Borough of Derry, PA		26		1,106,449			02/93		02/93		100	%	248,019
Fairmeadow Apts.		Latta, SC		24		870,999			01/93		07/93		100	%	195,400
Falcon Ridge Apts.		Beattyville, KY		32		1,028,515			04/94		01/95		100	%	247,200
Forest Pointe Apts.		Butler, GA		25		740,119			12/92		09/93		100	%	162,397
Gibson Manor Apts.		Gibson, NC		24		886,326			12/92		06/93		100	%	161,412
Greenfield Properties		Greenfield, MO		20		524,121			01/93		05/93		100	%	126,046
Greenwood Apts.		Mt. Pleasant, PA		36		1,448,421			11/93		10/93		100	%	352,000
Harmony House Apts.		Galax, VA		40		1,446,039			11/92		07/93		100	%	285,588
Haynes House Apartments		Roxbury, MA		131		2,970,097			08/94		09/95		100	%	2,005,814
Holly Tree Manor		Holly Hill, SC		24		873,840			11/92		02/93		100	%	201,490
Isola Square Apartments		Isola, MS		32		957,033			11/93		04/94		100	%	246,722

 

11

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Joiner Manor		Joiner, AR		25		$	791,545		01/93		06/93		100	%	$	149,670
Landview Manor		Bentonia, MS		28		830,787			07/93		02/94		100	%	190,109
Laurel Ridge Apts.		Idabel, OK		52		1,360,330			04/93		12/93		100	%	282,606
Lawtell Manor Apts.		Lawtell, LA		32		901,596			04/93		08/93		100	%	202,603
Logan Lane Apts		Ridgeland, SC		36		1,313,547			09/92		03/93		100	%	274,750
Mariner’s Pointe Apts		Milwaukee, WI		64		2,084,310			12/92		08/93		100	%	1,684,121
Mariner’s Pointe Apts. II		Milwaukee, WI		52		2,007,831			12/92		08/93		100	%	1,676,219
Meadows of Southgate		Southgate, MI		83		2,218,206			07/93		05/94		100	%	1,716,000
Mendota Village Apts		Mendota, CA		44		1,948,356			12/92		05/93		100	%	438,300
Mid City Apts.		Jersey City, NJ		58		2,841,065			09/93		06/94		100	%	3,097,210
Newport Elderly Apts.		Newport, VT		24		1,210,261			02/93		10/93		100	%	221,626
Newport Manor Apts.		Newport, TN		30		939,635			09/93		12/93		100	%	204,863
Oak Forest Apts.		Eastman, GA		41		1,159,320			12/92		10/93		100	%	251,269

 

12

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Parkwoods Apts.		Anson, ME		24		$	1,267,913		12/92		09/93		100	%	$	320,206
Plantation Manor		Tchula, MS		28		819,317			07/93		12/93		100	%	195,030
Ransom St. Apartments		Blowing Rock, NC		13		508,088			12/93		11/94		100	%	97,249
Riviera Apts.		Miami Beach, FL		56		1,669,678			12/92		12/93		100	%	1,442,978
Sable Chase of McDonough		McDonough, GA		222		4,704,150			12/93		12/94		100	%	5,618,968
Simmesport Square Apts.		Simmesport, LA		32		919,889			04/93		06/93		100	%	198,500
St. Croix Commons Apts.		Woodville, WI		40		1,013,824			10/94		12/94		100	%	534,847
St. Joseph Square Apts.		St. Joseph, LA		32		941,715			05/93		09/93		100	%	206,086
Summersville Estates		Summersville, MO		24		612,643			05/93		06/93		100	%	157,976
Stony Ground Villas		St. Croix, VI		22		1,408,492			12/92		06/93		100	%	358,414
Talbot Village II		Talbotton, GA		24		671,284			08/92		04/93		100	%	129,683
Tan Yard Branch Apts. I		Blairsville, GA		24		748,309			12/92		09/94		100	%	151,154
Tan Yard Branch Apts. II		Blairsville, GA		25		732,284			12/92		07/94		100	%	144,304

 

13

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
The Fitzgerald Building		Plattsmouth, NE		20		$	588,542		12/93		12/93		100	%	$	924,780
The Woodlands		Tupper Lake, NY		18		918,796			09/94		02/95		100	%	214,045
Tuolumne City Senior Apts.		Tuolumne, CA		30		1,579,793			12/92		08/93		100	%	376,535
Turtle Creek Apts.		Monticello, AR		27		838,633			05/93		10/93		100	%	185,392
Valley View Apartments		Palatine Bridge, NY		32		1,399,576			05/94		05/94		100	%	326,870
Victoria Pointe Apts.		North Port, FL		42		1,425,850			10/94		01/95		100	%	338,058
Vista Linda Apartments		Sabana Grande, PR		50		2,480,609			01/93		12/93		100	%	445,530
West End Manor		Union, SC		28		976,166			05/93		05/93		100	%	231,741
Westchester Village of Oak Grove		Oak Grove, MO		33		1,078,620			12/92		04/93		100	%	889,700
Westchester Village of St. Joseph		St. Joseph, MO		60		1,346,365			07/93		06/93		100	%	1,316,500
Willcox Senior Apts.		Willcox, AZ		30		1,090,941			01/93		06/93		100	%	268,747
Woods Landing Apts.		Damascus, VA		40		1,443,048			12/92		09/93		100	%	286,171

 

14

 

Boston Capital Tax Credit Fund III L.P. - Series 17

 

PROPERTY PROFILES AS OF MARCH 31, 2003

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Annadale Apartments		Fresno, CA		222		$	11,144,863		01/96		06/90		100	%	$	1,108,873
Artesia Properties		Artesia, NM		40		1,390,360			09/94		09/94		100	%	399,464
Aspen Ridge Apts.		Omaha, NE		42		782,205			09/93		11/93		100	%	809,750
Briarwood Apartments		Clio, SC		24		893,831			12/93		08/94		100	%	211,133
Briarwood Apartments of DeKalb		DeKalb, IL		48		1,287,024			10/93		06/94		100	%	1,041,834
Briarwood Village		Buena Vista, GA		38		1,127,567			10/93		05/94		100	%	252,700
Brookwood Village		Blue Springs, MO		72		2,247,278			12/93		12/94		100	%	1,629,100
Cairo Senior Housing		Cairo, NY		24		1,057,990			05/93		04/93		100	%	201,711
Caney Creek Apts.		Caneyville, KY		16		470,425			05/93		04/93		100	%	118,800
Central House		Cambridge, MA		128		2,110,815			04/93		12/93		100	%	2,498,109
Clinton Estates		Clinton, MO		24		729,546			12/94		12/94		100	%	162,717
Cloverport Apts.		Cloverport, KY		24		740,312			04/93		07/93		100	%	174,575
College Greene Senior Apts		Chili, NY		110		3,712,242			03/95		08/95		100	%	232,545

 

15

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Crofton Manor Apts.		Crofton, KY		24		$	790,220		04/93		03/93		100	%	$	168,420
Deerwood Village Apts		Adrian, GA		20		636,265			02/94		07/94		100	%	160,900
Doyle Village		Darien, GA		38		1,152,337			09/93		04/94		100	%	235,509
Fuera Bush Senior Housing		Fuera Bush, NY		24		1,085,104			07/93		05/93		100	%	189,364
Gallaway Manor Apts.		Gallaway, TN		36		1,041,983			04/93		05/93		100	%	221,432
Glenridge Apartments		Bullhead City, AZ		52		2,021,945			06/94		06/94		100	%	520,500
Green Acres Estates		West Bath, ME		48		1,117,505			01/95		11/94		100	%	135,849
Green Court Apartments		Mt. Vernon, NY		76		2,118,651			11/94		11/94		88	%	964,813
Henson Creek Manor		Fort Washington, MD		105		3,847,743			05/93		04/94		100	%	2,980,421
Hickman Manor Apts. II		Hickman, KY		16		528,243			11/93		12/93		100	%	134,094
Hill Estates, II		Bladenboro, NC		24		1,001,777			03/95		07/95		100	%	132,300
Houston Village		Alamo, GA		24		663,082			12/93		05/94		100	%	169,418
Isola Square Apts.		Greenwood, MS		36		1,050,650			11/93		08/94		100	%	304,556

 

16

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02		Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Ivywood Park Apts.		Smyrna, GA		106		3,783,481		06/93		10/93		100	%	$	2,093,847
Jonestown Manor Apts.		Jonestown, MS		28		856,711		12/93		12/94		100	%	243,605
Largo Ctr. Apartments		Largo, MD		100		3,665,533		03/93		06/94		100	%	2,753,475
Laurel Ridge Apts.		Naples, FL		78		3,215,671		02/94		12/94		100	%	1,808,844
Lee Terrace Apartments		Pennington Gap, VA		40		1,469,647		02/94		12/94		100	%	288,268
Maplewood Park Apts.		Union City, GA		110		3,394,280		04/94		07/95		100	%	1,416,091
Oakwood Manor of Bennettsville		Bennettsville, SC		24		865,651		09/93		12/93		100	%	89,200
Opelousas Point Apts.		Opelousas, LA		44		1,366,786		11/93		03/94		100	%	439,277
Orchard Park		Beaumont, CA		144		3,554,779		01/94		05/89		100	%	250,000
Palmetto Villas		Palmetto, FL		49		1,603,685		05/94		04/94		100	%	421,795
Park Place		Lehigh Acres, FL		36		1,156,615		02/94		05/94		100	%	283,687
Pinehurst Senior Apts.		Farwell, MI		24		801,237		02/94		02/94		100	%	183,176
Quail Village		Reedsville, GA		31		866,562		09/93		02/94		100	%	171,855
Royale Townhomes		Glen Muskegon, MI		79		3,085,073		12/93		12/94		100	%	909,231

 

17

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Seabreeze Manor		Inglis, FL		37		$	1,219,157		03/94		01/95		100	%	$	294,387
Soledad Senior Apts.		Soledad, CA		40		1,912,678			10/93		01/94		100	%	407,894
Stratford Place		Midland, MI		53		932,966			09/93		06/94		100	%	902,915
Summit Ridge Apt.		Palmdale, CA		304		8,516,143			12/93		12/93		100	%	5,191,039
Villa West V Apartments		Topeka, KS		52		1,107,159			02/93		10/92		100	%	902,700
Waynesburg House Apts.		Waynesburg, PA		34		1,475,765			07/94		12/95		100	%	501,140
West Front Residence		Skowhegan, ME		30		1,603,216			09/94		08/94		100	%	487,390
West Oaks Apartments		Raleigh, NC		50		1,140,278			06/93		07/93		100	%	811,994
White Castle Manor		White Castle, LA		24		767,031			06/94		05/94		100	%	198,684

 

18

 

Boston Capital Tax Credit Fund III L.P. - Series 18

 

PROPERTY PROFILES AS OF MARCH 31, 2003

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Arch Apartments		Boston, MA		75		$	1,780,855		04/94		12/94		100	%	$	3,017,845
Bear Creek Apartments		Naples, FL		118		4,775,984			03/94		04/95		100	%	3,586,687
Briarwood Apartments		Humbolt, IA		20		700,938			08/94		04/95		100	%	162,536
California Apartments		San Joaquin, CA		42		1,800,494			03/94		12/94		100	%	519,100
Chatham Manor		Chatham, NY		32		1,382,046			01/94		12/93		100	%	296,860
Chelsea Sq. Apartments		Chelsea, MA		6		301,393			08/94		12/94		100	%	451,929
Clarke School		Newport, RI		56		2,493,889			12/94		12/94		100	%	1,804,536
Cox Creek Apartments		Ellijay, GA		25		818,825			01/94		01/95		100	%	214,824
Evergreen Hills Apts.		Macedon, NY		72		2,734,009			08/94		01/95		100	%	1,627,293
Glen Place Apartments		Duluth, MN		35		1,140,209			04/94		06/94		100	%	1,328,621
Harris Music Building		West Palm Beach, FL		38		1,330,230			06/94		11/95		100	%	1,286,304
Kristine Apartments		Bakersfield, CA		60		1,265,475			10/94		10/94		100	%	1,636,293
Lakeview Meadows II		Battle Creek, MI		60		1,564,485			08/93		05/94		100	%	1,029,000

 

19

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Lathrop Properties		Lathrop, MO		24		$	730,435		04/94		05/94		100	%	$	171,579
Leesville Elderly Apts.		Leesville, LA		54		1,305,530			06/94		06/94		100	%	776,500
Lockport Seniors Apts.		Lockport, LA		40		1,055,080			07/94		09/94		100	%	595,439
Maple Leaf Apartments		Franklinville, NY		24		1,090,798			08/94		12/94		100	%	296,587
Maple Terrace		Aurora, NY		32		1,380,505			09/93		09/93		100	%	279,988
Marengo Park Apts.		Marengo, IA		24		745,688			10/93		03/94		100	%	133,552
Meadowbrook Apartments		Oskaloosa, IA		16		476,810			11/93		09/94		100	%	96,908
Meadows Apartments		Show Low, AZ		40		1,471,384			03/94		05/94		100	%	420,302
Natchitoches Senior Apartments		Natchitoches, LA		40		946,855			06/94		12/94		100	%	644,175
Newton Plaza Apts.		Newton, IA		24		799,019			11/93		09/94		100	%	166,441
Oakhaven Apartments		Ripley, MS		24		491,530			01/94		07/94		100	%	116,860
Parvin’s Branch Townhouses		Vineland, NJ		24		727,337			08/93		11/93		100	%	761,856

 

20

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Peach Tree Apartments		Felton, DE		32		$	1,463,945		01/94		07/93		100	%	$	206,100
Pepperton Villas		Jackson, GA		29		853,148			01/94		06/94		100	%	222,762
Prestonwood Apartments		Bentonville, AR		62		838,178			12/93		12/94		100	%	1,067,200
Richmond Manor		Richmond, MO		36		1,016,143			06/94		06/94		100	%	231,593
Rio Grande Apartments		Eagle Pass, TX		100		2,171,583			06/94		05/94		100	%	666,840
Troy Estates		Troy, MO		24		681,253			12/93		01/94		100	%	159,007
Vista Loma Apartments		Bullhead City, AZ		41		1,592,008			05/94		09/94		100	%	465,650
Vivian Seniors Apts.		Vivian, LA		40		235,229			07/94		09/94		100	%	625,691
Westminster Meadow		Grand Rapids, MI		64		2,017,200			12/93		11/94		100	%	1,378,000

 

21

 

Boston Capital Tax Credit Fund III L.P. - Series 19

 

PROPERTY PROFILES AS OF MARCH 31, 2003

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Callaway Villa		Holt’s Summit, MO		48		$	1,149,581		06/94		12/94		100	%	$	1,181,010
Carrollton Villa		Carrollton, MO		48		1,364,971			06/94		03/95		100	%	1,121,758
Clarke School		Newport, RI		56		2,493,889			12/94		12/94		100	%	1,153,719
Coopers Crossing		Irving, TX		93		3,485,836			06/96		12/95		100	%	2,145,000
Delaware Crossing Apartments		Ankeny, IA		152		3,389,508			08/94		03/95		100	%	3,337,884
Garden Gate Apartments		Forth Worth, TX		240		5,567,299			02/94		04/95		100	%	3,576,605
Garden Gate Apartments		Plano, TX		240		6,984,034			02/94		05/95		100	%	3,166,064
Hebbronville Senior		Hebbronville, TX		20		510,084			12/93		04/94		100	%	82,592
Jefferson Square		Denver, CO		64		2,411,411			05/94		08/95		100	%	1,715,351
Jenny Lynn Apts.		Morgantown, KY		24		792,114			01/94		09/94		100	%	182,800
Lone Star Senior		Lone Star, TX		24		603,463			12/93		05/94		100	%	138,740
Mansura Villa II Apartments		Mansura, LA		32		949,936			05/94		08/95		100	%	227,910
Maplewood Park Apts.		Union City, GA		110		3,394,280			04/94		07/95		100	%	1,416,091
Martindale Apts.		Martindale, TX		24		667,891			12/93		01/94		100	%	154,790

 

22

 

Property Name		Location		Units		Mortgage Balance As of 12/31/02			Acq Date		Const Comp		Qualified Occupancy 3/31/03		Cap Con Paid Thru 3/31/03
Munford Village		Munford, AL		24		$	749,144		10/93		04/94		100	%	$	165,800
Northpoint Commons		Kansas City, MO		158		4,514,007			07/94		06/95		100	%	2,124,024
Poplar Ridge Apts.		Madison, VA		16		642,518			12/93		10/94		100	%	124,704
Prospect Villa III Apartments		Hollister, CA		30		1,719,667			03/95		05/95		100	%	499,104
Sahale Heights Apts.		Elizabethtown, KY		24		844,950			01/94		06/94		100	%	238,600
Seville Apartments		Forest Village, OH		24		655,807			03/94		03/78		100	%	47,780
Sherwood Knoll		Rainsville, AL		24		768,826			10/93		04/94		100	%	162,500
Summerset Apartments		Swainsboro, GA		30		927,465			01/94		11/95		100	%	223,029
Tanglewood Apartments		Lawrenceville, GA		130		4,047,375			11/93		12/94		100	%	3,020,840
Village North I		Independence, KS		24		841,438			06/94		12/94		100	%	190,471
Vistas at Lake Largo		Largo, MD		110		3,132,833			12/93		01/95		100	%	2,833,420
Wedgewood Lane Apartments		Cedar City, UT		24		986,676			06/94		09/94		100	%	262,800

 

23

 

Item 3.             Legal Proceedings

 

None.

 

Item 4.             Submission of Matters to a Vote of Security Holders

 

None.

 

24

 

PART II

 

Item 5.             Market for the Fund’s Interests and Related Fund Matters

(a)		Market Information
		The Fund is classified as a limited partnership and thus has no common stock.  There is no established public trading market for the BACs and it is not anticipated that any public market will develop.
(b)		Approximate number of security holders
		As of March 31, 2003 the Fund has 13,433 BAC holders for an aggregate of 21,996,102 BACs, at a subscription price of $10 per BAC, received and accepted.
		The BACs were issued in series.  Series 15 consists of 2,499 investors holding 3,870,500 BACs, Series 16 consists of 3,460 investors holding 5,429,402 BACs, Series 17 consists of 2,956 investors holding 5,000,000 BACs, Series 18 consists of 2,111 investors holding 3,616,200 BACs, and Series 19 consists of 2,407 investors holding 4,080,000 BACs at March 31, 2003.
(c)		Dividend history and restriction
		The Fund has made no distributions of Net Cash Flow to its BAC Holders from its inception, September 19, 1991 through March 31, 2003.
		The Fund Agreement provides that Profits, Losses and Credits will be allocated each month to the holder of record of a BAC as of the last day of such month.  Allocation of Profits, Losses and Credits among BAC Holders will be made in proportion to the number of BACs held by each BAC Holder.
		Any distributions of Net Cash Flow or Liquidation, Sale or Refinancing Proceeds will be made within 180 days of the end of the annual period to which they relate.  Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by such Person on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month.
		Fund allocations and distributions are described on page 60 of the Prospectus, as supplemented, under the caption “Sharing Arrangements:  Profits, Credits, Losses, Net Cash Flow and Residuals”, which is incorporated herein by reference.

 

25

 

Item 6.           Selected Financial Data

 

The information set forth below presents selected financial data of the Fund for each of the years ended March 31, 1999 through March 31, 2003.  Additional detailed financial information is set forth in the audited financial statements listed in Item 15 hereof.

Operations		March 31, 2003			March 31, 2002			March 31, 2001			March 31, 2000			March 31, 1999
Interest & Other Income		$	45,840		$	108,235		$	159,689		$	207,011		$	358,856
Share of Loss of Operating  Partnership		(9,013,016		)	(9,965,195		)	(10,571,206		)	(11,654,615		)	(12,121,431		)
Operating Expense		(3,394,204		)	(2,557,899		)	(2,998,840		)	(2,647,295		)	(3,192,943		)
Net Loss		$	(12,361,380	)	$	(12,414,859	)	$	(13,410,357	)	$	(14,094,899	)	$	(14,955,518	)
Net Loss per BAC		$	(.56	)	$	(.56	)	$	(.60	)	$	(.63	)	$	(.67	)

 

Balance Sheet		March 31, 2002			March 31, 2002			March 31, 2001			March 31, 2000			March 31, 1999
Total Assets		$	70,791,712		$	83,058,985		$	93,724,360		$	105,516,292		$	117,785,304
Total Liabilities		$	18,272,966		$	18,178,859		$	16,429,375		$	14,810,950		$	12,985,063
Partners’ Capital		$	52,518,746		$	64,880,126		$	77,294,985		$	90,705,342		$	104,800,241
Other Data
Tax Credits per BAC for the Investors Tax Year, the Twelve Months Ended December 31, 2002, 2001, 2000, 1999 and 1998*		$	1.32		$	1.37		$	1.38		$	1.39		$	1.39

 

*                Credit per BAC is a weighted average of all the Series.  Since each Series has invested as a limited partner in different Operating Partnerships the Credit per BAC will vary slightly from series to series.  For more detailed information refer to Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

26

 

Item 7.           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements such as our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. Such statements are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the factors identified in Part I, Item 1 of this Report. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

 

Liquidity

 

The Fund’s 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 or on working capital reserves and (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest.  All sources of liquidity are available to meet the obligations of the Fund.  The Fund does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.

 

The Fund is currently accruing the annual fund management fee to enable each series to meet current and future third party obligations.  Fund management fees accrued during the year ended March 31, 2003 were $2,597,028, and total fund management fees accrued as of March 31, 2003 were $16,892,080.  During the year ended March 31, 2003 the Fund paid fees of $1,325,000 which were applied to prior year accruals.

 

Pursuant to the Partnership Agreement, such liabilities will be deferred until the Fund receives sale or refinancing proceeds from Operating Partnerships, and at that time proceeds from such sales or refinancing would be used to satisfy such liabilities.

 

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 and accepted subscriptions for $219,961,020 representing 21,996,102 BACs from investors admitted as BAC Holders in Series 15 through 19 of the Fund. The Fund issued the last BACs in Series 19 on December 17, 1993.  This concluded the Public Offering of the Fund.

 

(Series 15).  The Fund commenced offering BACs in Series 15 on January 24, 1992.  The Fund received and accepted subscriptions for $38,705,000 representing 3,870,500 BACs from investors admitted as BAC Holders in Series 15.  Offers and sales of BACs in Series 15 were completed and the last of BACs in Series 15 were issued by the Fund on June 26, 1992.

 

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During the fiscal year ended March 31, 2003, the Fund did not use any of Series 15 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2003 proceeds from the offer and sale of BACs in Series 15 had been used to invest in a total of 68 Operating Partnerships in an aggregate amount of $29,390,546, and the Fund had completed payment of all installments of its capital contributions to 66 of the 68 Operating Partnerships.  Series 15 has $16,206 in capital contributions that remain to be paid to the other 2 Operating Partnerships.

 

(Series 16).  The Fund commenced offering BACs in Series 16 on July 10, 1992. The Fund received and accepted subscriptions for $54,293,000, representing 5,429,402 BACs in Series 16.  Offers and sales of BACs in Series 16 were completed and the last of the BACs in Series 16 were issued by the Fund on December 28, 1992.

 

During the fiscal year ended March 31, 2003, the Fund released $63,144 of Series 16 net offering proceeds to pay outstanding installments of its capital contributions to 3 Operating Partnership.  As of March 31, 2003 the net proceeds from the offer and sale of BACs in Series 16 had been used to invest in a total of 64 Operating Partnerships in an aggregate amount of $40,829,228, and the Fund had completed payment of all installments of its capital contributions to 60 of the 64 Operating Partnerships.  Series 16 has $75,362 in capital contributions that remain to be paid to the other 4 Operating Partnerships.

 

(Series 17).  The Fund commenced offering BACs in Series 17 on January 24, 1993.  The Fund received and accepted subscriptions for $50,000,000 representing 5,000,000 BACs from investors admitted as BAC Holders in Series 17.  Offers and sales of BACs in Series 17 were completed and the last of the BACs in Series 17 were issued on June 17, 1993.

 

During the fiscal year ended March 31, 2003, the Fund released $10,000 of Series 17 net offering proceeds to pay outstanding installments of its capital contributions.  The Fund converted $1,108,873 of loans and advances into contributed capital as of March 31, 2003.  As of March 31, 2003 proceeds from the offer and sale of BACs in Series 17 had been used to invest in a total of 49 Operating Partnerships in an aggregate amount of $37,062,980, and the Fund had completed payments of all installments of its capital contributions to 44 of the 49 Operating Partnerships.  Series 17 has outstanding contributions payable to 5 Operating Partnerships in the amount of $67,895 as of March 31, 2003.  Of the amount outstanding, $15,097 has been funded into an escrow account on behalf of one of the Operating Partnership.  This will be released to the Operating Partnership has achieved the conditions set fourth in their partnership agreements.

 

(Series 18).  The Fund commenced offering BACs in Series 18 on June 17,1993.  The Fund received and accepted subscriptions for $36,162,000 representing 3,616,200 BACs from investors admitted as BAC Holders in Series 18.  Offers and sales of BACs in Series 18 were completed and the last of the BACs in Series 18 were issued on September 22, 1993.

 

During the fiscal year ended March 31, 2003, the Fund did not use any of Series 18 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2003 proceeds from the offer and sale of BACs in Series 18 had been used to invest in a total of 34 Operating Partnerships in an aggregate amount of $26,652,205, and the Fund had completed payments of all installments of its capital contributions to 32 of the 34 Operating Partnerships.  Series 18 has $18,554 in capital contributions that remain to be paid to the other 2 Operating Partnerships.

 

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(Series 19).  The Fund commenced offering BACs in Series 19 on October 8, 1993.  The Fund received and accepted subscriptions for $40,800,000 representing 4,080,000 BACs from investors admitted as BAC Holders in Series 19.  Offers and sales of BACs in Series 19 were completed and the last of the BACs in Series 19 were issued on December 17, 1993.

 

During the fiscal year ended March 31, 2003, the Fund did not use any of Series 19 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2003 proceeds from the offer and sale of BACs in Series 19 had been used to invest in a total of 26 Operating Partnerships in an aggregate amount of $30,164,485, and the Fund had completed payments of all installments of its capital contributions to 25 of the 26 Operating Partnerships. Series 19 has $24,000 in capital contributions that remain to be paid to the remaining Operating Partnership.

 

Results of Operations

 

The Fund incurred an annual fund management fee to the General Partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the Apartment Complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid or payable by the Operating Partnerships.  The annual fund management fee incurred, net of reporting fees received for the fiscal years ended March 31, 2003 and 2002 was $2,200,955 and $2,132,151, respectively.  The amount is anticipated to decrease in subsequent fiscal years as additional Operating Partnerships begin to pay their annual partnership management and reporting fees to the fund.

 

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

 

(Series 15).  As of March 31, 2003 and 2002, the average Qualified Occupancy for the series was 99.9% and 100%, respectively.  The series had a total of 68 properties at March 31, 2003, 67 of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2002 and 2001, the series, in total, generated $2,996,515 and $2,874,405, respectively, in passive income tax losses that were passed through to the investors and also provided $1.14 and $1.45, respectively, in tax credits per BAC to the investors. Series 15 experienced a decrease in the tax credits generated per BAC from calendar year 2001 to 2002.  The Operating Partnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total credits could be spread over as many as 13 years.  In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year.  The decrease in credits from calendar year 2001 to 2002 results from the fact that a large number of the Operating Partnerships are in their final years of credit.  The decrease in tax credits generated per BAC is expected to continue until all credits have been realized and tax credits generated per BAC will be reduced to zero.

 

As of March 31, 2003 and 2002, Investments in Operating Partnerships for Series 15 were $8,387,630, and $9,478,582, respectively.  Investments in Operating Partnerships were affected by the way the Fund accounts for its investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

 

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For the years ended December 31, 2002 and 2001 the Operating Partnerships reflected a net income of $1,005,123 and $1,080,874, respectively, when adjusted for depreciation, which is a non-cash item.

 

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 also 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 $1,710,981 and $148,373, respectively.  The majority of the sale proceeds were received by the Investment Partnerships in May 2003, however the Operating General Partner is currently holding $158,542 of the total sale proceeds until the Operating Partnership entity has been dissolved.  Of the proceeds received and to be received, it is estimated that approximately $1,379,018 and $119,586, respectively will be returned to the investors in Series 3 and Series 15. The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership.  The remaining total of $360,750 is anticipated to be paid to Boston Capital Asset Management Limited Partnership (BCAMLP) for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The total returned to the investors will be distributed based on the number of BACs held by each investor at the time of the sale. 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.  Since the Investment in Operating Partnerships balances of Hidden Cove for Series 3 and Series 15 were not equal to the sale proceeds received by each series, Series 3 and Series 15 they will record gains on the sale of the Operating Partnership of $1,710,981 and $82,207, respectively in the next fiscal year.

 

In April of 2000, Marshall School Street I, LLC became the Operating General Partner and property manager for School Street Limited Partnership I (School Street Apartments - Phase I).  Since taking control, the Management Company completed the capital improvements program and improved the tenant selection criteria.  As a result, physical occupancy at the property has increased and stabilized.  During 2001 and 2002 occupancy averaged 99% and 95%, respectively.  For the first quarter of 2003 average occupancy has been 100%. The improved occupancy and the improved tenant selection criteria increased cash flow significantly during 2002, but operations still remained below breakeven due to high operating expenses.  During 2002 operating expenses declined by 19% versus 2001.  The General Partner projects the property to cash flow in the second half of 2003 as they further control operating expenses and increase rents.  The Operating General Partner continues to fund any operating cash deficits. The mortgage, property taxes, insurance and payables are current.

 

Beckwood Manor Eight Limited Partnership (Lakeside Apartments) is a 32-unit, senior property located in Lake Village Arkansas.  In 2002, the property was operating with an average physical occupancy of 77%. In the first quarter of 2003, the average physical occupancy further declined to 75%. Low occupancy is due to lack of qualified residents in the area. To increase the traffic at this property, the management company has been heavily advertising in the

 

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newspapers of the surrounding areas.  In 2003, the Regional Manager will be requesting permission from Rural Development to increase rental rates, which will improve the cash flow of this property. The mortgage, taxes, insurance and payables are current.

 

Livingston Plaza, Limited (Livingston Plaza) suffers from low occupancy related to a poor public image, the result of an on-site murder occurring at year-end 2001. A new on-site manager has been hired and is focused on increasing the safety and public perception of the property. The manager is additionally working with a new DETCOG rental assistance program, which has resulted in the occupancy of 4 vacated units since year-end 2002. Evictions of “bad tenants” were necessary for the property’s image, safety, and public perception and are partially responsible for occupancy decreasing to 67% in April. As of May 12, 2003, two new tenants have moved into the property, increasing the occupancy to 75%. The Investment Limited Partnership is continuing to monitor and work with the management company to improve this property.

 

(Series 16).  As of March 31, 2003 and 2002, the average Qualified Occupancy for the series was 100%.  The series had a total of 64 properties at March 31, 2003, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2002 and 2001, the series, in total, generated $4,077,946 and $3,917,401, respectively, in passive income tax losses that were passed through to the investors and also provided $1.40 for both years in tax credits per BAC to the investors.

 

As of March 31, 2003 and 2002, Investments in Operating Partnerships for Series 16 were $14,588,388 and $17,545,233, respectively.  Investments in Operating Partnerships were affected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

 

For the years ended December 31, 2002 and 2001 the Operating Partnerships reflected a net income of $616,116 and $898,919, respectively, when adjusted for depreciation, which is a non-cash item.

 

Cass Partners, L.P. (The Fitzgerald Building) is a 20-unit, family property located in Plattsmouth, NE, which continues to operate below breakeven due to low occupancy. Average occupancy increased to 85% for the first quarter of 2003 from the fourth quarter 2002 average of 70%.   There is an abundance of affordable housing units in the area, which has negatively impacted occupancy at this property. The management company has advertised in the local papers and distributed fliers.  The management company has met with the local real estate companies and has increased site signage. There are currently three vacant units, each will require approximately $1,500 in maintenance expenses to recondition, but there is not adequate cash flow to fund the repair costs. In the past, the Operating General Partner has supported the property financially. At this time, the management company has not received the funds from the Operating General Partner needed to turnover the vacant units. The management agent has qualified applicants waiting to lease the units once they are turned over. There are four commercial spaces at the property, one of which is currently vacant.  The parking is limited so the management company has requested additional parking spaces from the City of Plattsmouth, which was recently declined. The mortgage and the insurance accounts are current, but the taxes are currently overdue for 2003.

 

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Clymer Park Associates Limited Partnership (Clymer Park Apartments) located in Clymer Pennsylvania is a 32 unit elderly development.  The Partnership operated below break-even in 2002 as a result of excess funding to the reserve account. The occupancy continues to fluctuate. The low occupancy is due to the lack of rental assistance for 7 of the units and recently imposed restriction on Section 8 mobile vouchers.  Management is certain that it will stabilize due to significant capital improvements made in 2002.  As of October 15, 2002 the Section 8 vouched restrictions were relaxed. Physical occupancy for first quarter 2003, was 87.50%, this is a 3.12% improvement from the prior quarter.

 

Branson Christian County I and II Limited Partnerships (Abbey Orchards Apartments I and II) located in Nixa, Missouri, operated below breakeven during 2002 and the first quarter of 2003.  The operating deficits result from the high vacancy rate at this property, which averaged 89% for Phase I in 2002 and 81% for Phase II in 2002.  However, the average occupancy for the first quarter of 2003 at Phase I was 90%, and 95% at Phase II.  The occupancy issue stems from increased competition in the community.  While turnover has remained an issue, management is advertising in the local newspapers and apartment finders, and has large banners in front of the property to generate interest.  The property’s mortgage, taxes and insurance were all current as of March 31, 2003.

 

Greenfield Properties Limited Partnership (Greenfield Properties) located in Greenfield, Missouri, operated below breakeven during 2002 and the first quarter of 2003.  The operating deficits result from the high vacancy rate at this property.  The average occupancy for 2002 and the first quarter of 2003 were 71% and 61%, respectively.  The occupancy issue stems from increased competition in the community.  The newer senior housing apartments in the area provide more amenities such as free utilities, and many tenants have moved to the newer properties.  Management advertises in the local newspapers and has posted advertisements at various sites around the city announcing the availability of units.  The property’s mortgage, taxes and insurance were all current as of March 31, 2003.

 

Summersville Estates Limited Partnership (Summersville Estates) located in Summersville, Missouri, operated below breakeven during 2002 and the first quarter of 2003.  The operating deficits result from the high vacancy at this property.  The average occupancy for the first quarter of 2003 was 84%, up from a 71% average in 2002.  The property has suffered from poor site management and deferred maintenance, both of which have contributed to a lack of interested, potential tenants.  Early in 2003, the site manager was replaced and efforts have been made to improve the appearance of the property and tenant base.  Management expects occupancy to continue to increase throughout the year.  The property’s mortgage, taxes and insurance were all current as of March 31, 2003.

 

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 74% for the year 2002. The first quarter 2003 occupancy increased slightly to an average of 75%.  Operating expenses continue to stay below the state average.  As a result of the high vacancy rate and the low rental rates in the area, the property did not achieve breakeven operations in the first 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.

 

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(Series 17).  As of March 31, 2003 and 2002, the average Qualified Occupancy for the Series was 99.76% and 100%, respectively.  The series had a total of 49 properties at March 31, 2003, 48 of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2002 and 2001, the series, in total, generated $2,837,915 and $3,185,607, respectively, in passive income tax losses that were passed through to the investors and also provided $1.35 for both years in tax credits per BAC to the investors.

 

As of March 31, 2003 and 2002 Investments in Operating Partnerships for Series 17 were $15,415,272 and $16,878,320, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

 

For the years ended December 31, 2002 and 2001 the Operating Partnerships reflected a net income of $1,513,763 and $518,823, respectively, when adjusted for depreciation, which is a non-cash item.  The lower adjusted net income in the prior year primarily results from operations of two of the Operating Partnerships.  One Operating Partnership reported a larger than normal interest expense to correct for understated interest in prior years.  Another Operating Partnerships reported a significant increase in interest expense due to yield maintenance requirements associated with the retirement of debt.

 

Annadale Housing Partners (Annadale Apartments) has historically reported net losses due to operational issues associated with the property.  As a result of efforts by the management company operations have improved significantly.  Rental increases combined with improved collections, increased rental revenues by $96,611 (9.8%) in 2002.  Expenses (specifically maintenance) saw increases in 2002.  This is in part due to required repairs mandated by the Housing Agency as a result of a site inspection done in 2002.  Another factor affecting maintenance costs are the provisions of the loan agreements, which stipulate that the Partnership must spend a minimum of $55,000 per year on capital improvements, which are funded from operations.  As a result of the increased rental revenues, the property operated at breakeven despite the increase in expenses.  A welfare tax exemption was approved in 2001, and the Partnership received a refund of $29,982 in January 2002.  Occupancy averaged 88.29% in 2002, however, occupancy dropped to 86% in December, and has averaged only 83.78% in the first quarter of 2003.  The majority of the vacancies are in the elderly designated units.  Management is trying to broaden the scope of advertising to attract more potential residents to the site.  Although operations have demonstrated significant improvements, the Investment General Partner will continue to monitor this Partnership until occupancy increases and stabilizes.

 

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 also 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 $408,835 and $28,682, respectively. Of the proceeds received it is estimated that approximately $352,768 and $24,749, respectively, will be returned to the investors in Series 3 and Series 17. The amounts for each

 

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series, while different in actual dollars, represent the same percentage of return to each Investment Partnership.  The remaining total of $60,000 is anticipated to be paid to Boston Capital Asset Management Limited Partnership (BCAMLP) for fees and expenses related to the sale.  The total returned to the investors will be distributed based on the number of BACs held by each investor at the time of the sale. 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.  Since the Investment in Operating Partnership balance of California Investors VI for Series 3 was not equal to the sale proceeds received by the series, Series 3 will record a gain on the sale of the Operating Partnership of $408,835 in the next fiscal year.

 

Operations at Palmetto Properties Ltd. (Palmetto Villas) suffered from low occupancy in 1999 and the first half of 2000 due to poor on-site management and significant deferred maintenance issues.  As a result, the property Management Company was replaced in January 2001.  Deferred maintenance issued were addressed, and occupancy increased steadily since that time, however occupancy has recently started to slip again, averaging only 85.71% in the first quarter of 2003.  Rental revenues increased slightly in 2002, however operating expenses increased approximately $700 per unit.  The largest increase was in property taxes, which doubled from the prior year. Property taxes remain an issue for this Partnership.  Rural Development paid the 1998 delinquent taxes as an advance against the mortgage.  The 1999 and 2000 taxes were paid in 2001 and 2002 respectively from property operations.  Currently accrued 2001 and 2002 taxes total $62,300.  The Investment General Partner is attempting to work with Rural Development to develop a workout plan to address the tax issue.  Attempts to negotiate a plan have been unsuccessful to date. Although the increased rental revenues have allowed the Partnership to escrow funds for the payment of taxes and insurance, fiscal year 2001 and 2002 taxes remain delinquent.  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 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 is withdrawing from the Partnership.  The remaining Operating General Partner is committed to enhancing the performance of the property, and is funding a capital improvement escrow to pay for necessary repair costs.  Such repairs include work to the building façade, skylight and chimney repairs, and a new domestic hot water system.  Proceeds to fund repairs are also anticipated to come as a result of a proposed re-financing.  Operations at the property have improved during 2002, with occupancy averaging 96.93% for the year 2002, and holding steady at 95.18% for the first quarter of 2003.  Expenses decreased primarily as a result of decreased utilities expenses.  Taking these factors into account, the Partnership generated cash in 2002 and operated above breakeven.  As a result of an audit performed by the State Agency in 1999, several instances of non-compliance were noted in the files.  The non-compliance was reported to the IRS and subsequently 8823’s were issued.  Management has corrected the files to the best of their ability; however the files are not complete.   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 Partnership may not meet the minimum set-aside requirements, and may be subject to either partial recapture or disallowance of credits.  To date no recapture of credits have been taken.  An audit was

 

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performed at the property on January 9, 2003.  The state agency found one minor file compliance issue, which has since been corrected.  They also noted required deferred maintenance issues to be corrected such as the chimney and façade repairs discussed above. The Investment Limited Partner continues to monitor this situation closely.

 

Waynesburg Housing Limited Partnership (Waynesburg House Apartments) is a 34 unit elderly development located in Waynesburg, Pennsylvania.  The Partnership was able to operate above break-even in 2002 as a result of increased rental income. The historically low occupancy is due to the lack of rental assistance for 4 of the units and recently imposed restriction on Section 8 mobile vouchers.  As of October 15, 2002, the Section 8 vouched restrictions were relaxed. As of first quarter 2003, physical occupancy remains low at 88%. The management company recently won a tax appeal. This will reduce the tax burden of the property to close to $18,000 annually and help with the overall financial viability of the Partnership in the future.

 

(Series 18).  As of March 31, 2003 and 2002, the average Qualified Occupancy for the series was 100%.  The series had a total of 34 properties at March 31, 2003, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2002 and 2001, the series, in total, generated $2,114,854 and $2,679,867, respectively, in passive income tax losses that were passed through to the investors and also provided $1.33 for both years in tax credits per BAC to the investors.

 

As of March 31, 2003 and 2002, Investments in Operating Partnerships for Series 18 was $10,557,678 and $12,586,199, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

 

For the years ended December 31, 2002 and 2001 the Operating Partnerships reflected a net income of $9,677 and $229,082, respectively, when adjusted for depreciation, which is a non-cash item.

 

Series 18 has invested in 4 Operating Partnerships (the “Calhoun Partnerships”) in which the Operating General Partner is Riemer Calhoun, Jr. or an entity which is affiliated with and controlled by Riemer Calhoun (the “Riemer 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 Riemer 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 Riemer 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 Limited Partner used these certifications in determining the tax credits investors would receive through their investment in the Calhoun Partnerships. In effect, it appears

 

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that the contractor which 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, Riemer Calhoun pleaded guilty to charges of wire fraud and conspiracy to commit equity skimming.   Sentencing is scheduled for late July, 2003 and is likely to involve fines and incarceration.  (Certain other business associates of Riemer Calhoun earlier pleaded guilty to various related charges.)

 

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 it’s affiliates.

 

The Internal Revenue Service has commenced an audit of the Calhoun Partnerships which will finally determine the amount of overstated tax credits.  At the Investment General Partners and it’s affiliates insistence, Riemer Calhoun has personally funded an escrow in the amount of $1,282,202 which will be available to compensate investors for any tax credits which are ultimately disallowed by the IRS.  It is hoped, but not certain, that the escrow fund will be sufficient to fully protect investors. (We are also pursuing a resolution with the IRS whereby escrow funds would be used to make a settlement payment directly to the IRS instead of requiring affected Partnerships and investors to restate tax returns to reflect less credit and then pay additional taxes.)

 

With respect to each of the Calhoun Partnerships where Riemer Calhoun has been the General Partner or in control of an entity which has been the Operating General Partner, the Investment General Partners and it’s 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 Partners and it’s affiliates has confirmed directly with the US Attorney that no evidence was found of any wrongdoing on the part of Murray Calhoun.

 

The Investment General Partners and it’s 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 Partners and it’s affiliates are reviewing their business dealings with the Calhoun Partnerships in general to attempt to determine if any other irregularities have occurred.

 

Harris Housing Limited Partnership (Harris Music Lofts) located in West Palm Beach, Florida, operated slightly below break-even in 2002. This was mainly due to high operating expenses and high debt service payments. The property consists of 38 apartments with commercial space on the ground level. The apartments are predominately occupied by young, single residents. As a result, many of these residents have become first-time buyers, which have led to somewhat increased turnover causing higher vacancies and increased turnover costs. The property continues to perform necessary maintenance including

 

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carpet replacement and roof repairs in order to preserve the existing asset and maintain the marketability of the rental units. Maintenance costs have risen over the years due to the aging of the property and the increased turnover noted above. The Operating General Partner continues to share payroll costs including a community director, admin and maintenance personal with an affiliated property in the same neighborhood in an attempt to reduce expenses. Average occupancy for 2002 was 93.5%, but occupancy has increased during the 1^st quarter of 2003 is at 97%. The property taxes, insurance and replacement reserve deposits were current as of December 31, 2002.

 

Glen Place Apartments (Glen Place Apartments) received 60-Day letters issued by the IRS stating that the Operating Partnership had not met certain IRC Section 42 requirements for the tax years 1996 and 1997.  The 60-Day letters were the result of an IRS audit of the Operating Partnership’s tenant files.  As a result of their audit, the IRS has proposed an adjustment that would disallow 59% of past and future tax credits. The adjustment will also include interest and penalties on the past tax credits being disallowed. The Investment General Partner and its counsel along with the Operating General Partner and its counsel have filed an appeal and continue ongoing discussions with the appellate officer.   The Investment General Partner believes the audit is nearing completion, and while an actual audit settlement has not been reached, it is our belief that there is a likelihood of a favorable settlement. The property operated with an average occupancy of 90% for the year 2002. The first 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 first 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.

 

Chelsea Square Development Limited Partnership (Chelsea Square Apartments) is a six unit property, which incurred negative cash flow during 2002 as a result of low residential rental rates, payment of back taxes and water/sewer and the non payment of commercial rental revenue to the property.  To resolve the negative cash flow, residential and rental rates were increased in June 2001. Past due taxes and water & sewer expenses that occurred prior to 2002 were charged to operations for 2002   The back property taxes and water and sewer are on an approved payment plan with the municipality and will be brought current by the end of 2003. The property did not break even in 2002.  The property’s mortgage and property insurance are current.  The Operating General Partner operating deficit guarantee is unlimited as to amount and time.

 

Preston Wood Associates L.P. (Preston Apartments) is a 62 unit property located in Bentonville, Arkansas. During 2002, Preston Wood operated below breakeven as a result of high operating expenses, primarily related to high water, sewer and energy rates, which are prevalent throughout the state.  Additionally, physical occupancy during the year was only 88%, which was related to layoffs at the two major employers in the area.  In response to the drop 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 tenants.  Occupancy as of March 31, 2003 was 97%.  The Investment Limited 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.

 

37

 

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%. Occupancy has decreased to a level of 83.33% over the first three months of 2003. Although rental income increased in 2002, revenues are coming in approximately $9,342 below budget. In 2002, despite lower than average operating expenses and an increased rental revenue, the property operated below breakeven. The property was not able to pay property taxes out of operations, which resulted in Rural Development authorizing the Partnership to withdraw funds from the replacement reserves in order to pay the 2002 taxes. At December 31, 2002, the property’s tax and insurance deposit was under funded with a balance of only $30. The Investment Limited Partner is working with the management company to determine a strategy for increasing occupancy and for preventing future delinquent taxes.

 

(Series 19).  As of March 31, 2003 and 2002, the average Qualified Occupancy for the series was 100%.  The series had a total of 26 properties at March 31, 2003, all of which were at 100% qualified occupancy.

 

For the tax year ended December 31, 2002 and 2001, the series, in total, generated $1,967,875 and $2,268,630, respectively, in passive income tax losses that were passed through to the investors and also provided $1.33 for both years in tax credits per BAC to the investors.

 

As of March 31, 2003 and 2002, Investments in Operating Partnerships for Series 19 were $16,983,646 and $18,610,544, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

 

For the years ended December 31, 2002 and 2001 the Operating Partnerships reflected a net income of $1,162,585 and $1,184,563, respectively, when adjusted for depreciation which is a non-cash item.

 

Series 19 has invested in 3 Operating Partnerships (the “Calhoun Partnerships”) in which the Operating General Partner is Riemer Calhoun, Jr. or an entity which is affiliated with and controlled by Riemer Calhoun (the “Riemer 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 Riemer 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 Riemer 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 Limited 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 which 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.

 

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In late March, 2003, Riemer Calhoun pleaded guilty to charges of wire fraud and conspiracy to commit equity skimming.  Sentencing is scheduled for late July, 2003 and is likely to involve fines and incarceration.  (Certain other business associates of Riemer Calhoun earlier pleaded guilty to various related charges.)

 

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 it’s affiliates.

 

The Internal Revenue Service has commenced an audit of the Calhoun Partnerships which will finally determine the amount of overstated tax credits.  At the Investment General Partners and it’s affiliates insistence, Riemer Calhoun has personally funded an escrow in the amount of $1,282,202 which will be available to compensate investors for any tax credits which are ultimately disallowed by the IRS.  It is hoped, but not certain, that the escrow fund will be sufficient to fully protect investors. (We are also pursuing a resolution with the IRS whereby escrow funds would be used to make a settlement payment directly to the IRS instead of requiring affected Partnerships and investors to restate tax returns to reflect less credit and then pay additional taxes.)

 

With respect to each of the Calhoun Partnerships where Riemer Calhoun has been the General Partner or in control of an entity which has been the Operating General Partner, the Investment General Partners and it’s 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 Partners and it’s affiliates has confirmed directly with the US Attorney that no evidence was found of any wrongdoing on the part of Murray Calhoun.

 

The Investment General Partners and it’s 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 Partners and it’s 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 during 2002 and the first quarter of 2003 as a result of low occupancy. Occupancy at the property averaged 70% in 2002 and 59% for the quarter of 2003. In order to address the vacancies and to better conform to a changing housing market, the property was reconfigured in late 2000 to include more 3- and 4-bedroom units.  Though occupancy has seen improvement, it remains an issue.  Management is currently running ads in the local newspaper and has posted flyers throughout the community and in surrounding areas. The property’s mortgage, taxes and insurance were all current as of March 31, 2003.

 

39

 

Holts Summit Square, Limited Partnership (Callaway Villa Apartments) located in Holts Summit, Missouri, operated below breakeven during 2002 and the first quarter of 2003.  The operating deficits resulted from the high operating expenses at this property, particularly from the high turnover.  Occupancy averaged 97% for the first quarter of 2003 and 92% overall in 2002.  During 2002 and the first quarter of 2003, there were many evictions at the property, which increased operating expenses.  Management believes that all of the evictions that needed to be made are complete and states that operating expenses should now decrease and cash flow should improve. The property’s mortgage, taxes and insurance were all current as of March 31, 2003.

 

Critical 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 A 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 accounts for its investment in local partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of an Operating Partnership.

 

If the book value of Partnership’s investment in a Operating Partnership exceeds the estimated value derived by management, the Partnership reduces its investment in any such Operating Partnership and includes such reduction in equity in loss of investment in operating partnerships.

 

Recent Accounting Pronouncements

 

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.  SFAS No. 144 provides accounting guidance for financial accounting and reporting of impairment or disposal of long-lived assets.  SFAS No.144 supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assts and for Long-Lived Assets to be Disposed Of”.  SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Implementation of SFAS No. 144 has not had a material effect on the financial position or results of the operation of the partnership.

 

In January 2003, the FASB issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities”, an interpretation of ARB No. 51, “Consolidated Financial Statements”, which provides new accounting guidance on when to consolidate a variable interest, as defined in FIN 46, in another entity.  FIN 46 applies to variable interests in variable interest entities acquired after January 31, 2003.  FIN 46 should be implemented no later than December 31, 2004. The general partner is in the process of analyzing FIN 46 to determine the impact, if any, on the Partnership’s financial statements.  Management has not yet made any determination of the potential impact FIN 46 might have on the Partnership’s current accounting for its investments in operating partnerships or whether any of those investments might be required to be consolidated.

 

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Item 7a.		Quantitative and Qualitative Disclosure About Market Risk- Not Applicable
Item 8.		Financial Statements and Supplementary Data
		The information required by this item is contained in Part IV, Item 14 of this Annual Report on Form 10-K.
Item 9.		Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure		None.

 

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PART III

 

Item 10.		Directors and Executive Officers of the Registrant
		(a), (b), (c), (d) and (e)

 

The Partnership has no directors or executives officers of its own.  The following biographical information is presented for the partners of the General Partners and affiliates of those partners (including Boston Capital Partners, Inc. (“Boston Capital”)) with principal responsibility for the Partnership’s affairs.

 

John P. Manning, age 55, is co-founder, and since 1974 has been the President and Chief Executive Officer of Boston Capital Corporation, where he is primarily responsible for strategic planning and business development. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the industry.  He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program.  He was the founding President of the Affordable Housing Tax Credit Coalition, is a former member of the board of the National Leased Housing Association, and currently sits on the Executive Committees of the National Housing Conference and the National Multi Housing Council.  During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts.  In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit Program.  In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts.  In 1998, President Clinton appointed Mr. Manning to the President’s Export Council which is the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce.  Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He also serves as a member of the Advisory Board of the Woodrow Wilson Institute for International Scholars in Washington D.C.   Mr. Manning is a graduate of Boston College.

 

Mr. Manning is the principal shareholder of C&M Management, Inc., a Massachusetts corporation which is the ultimate general partner of Boston Capital. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.

 

Richard J. DeAgazio, age 57, has been the Executive Vice President of Boston Capital Corporation, and is President of Boston Capital Services, Inc., Boston Capital’s NASD registered broker/dealer since 1981.  Mr. DeAgazio formerly served on the national Board of Governors of the National Association of Securities Dealers (NASD). He recently served as a member of the National Adjudicatory Council of the NASD. He was the Vice Chairman of the NASD’s District 11 Committee, and served as Chairman of the NASD’s Statutory Disqualification Subcommittee of the National Business Conduct Committee. He also served on the NASD State Liaison Committee and the Direct Participation Program Committee. He is a founder and past President of the National Real Estate Investment Association, past President of the Real Estate Securities and Syndication Institute (Massachusetts Chapter) and the Real Estate Investment Association. Prior to joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment banking firm

 

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owned by four major European banks, and was a Vice President of Burgess & Leith/Advest. He has been a member of the Boston Stock Exchange since 1967.  He is on the Board of Directors of FurnitureFind.com and Cognistar Corporation. He is a leader in the community and serves on Board of Trustees for Bunker Hill Community College, the Business Leaders Council of the Boston Symphony, Board of Trustees of Junior Achievement of Northern New England, the Board of Advisors for the Ron Burton Training Village and is on the Board of Corporators of Northeastern University. He graduated from Northeastern University.

 

Jeffrey H. Goldstein, age 41, is Chief Operating Officer and Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.

 

Kevin P. Costello, age 57, has been the Executive Vice President and Director of Institutional Investing for Boston Capital Corporation since 1994. Kevin Costello directs Boston Capital Corporation’s institutional investment business. He has overseen this segment of Boston Capital Corporation’s investment business which encompasses investment activities for corporate institutional funding, private proprietary funds and state CRA funds, since its inception in 1992. Mr. Costello has over 20 years experience in the real estate syndication and investment services industry, including previous roles at Boston Capital Corporation leading the acquisition team and managing the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital in 1987, he held senior management positions with Reynolds Securities, Bache & Company and First Winthrop where he focused on real estate syndication. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.

 

Marc N. Teal, age 39, was promoted to Chief Financial Officer in 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting of Boston Capital Corporation and has been with Boston Capital Corporation since 1990.  He oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital, its affiliated entities and all Boston Capital Corporation sponsored partnerships. Additionally, he is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and management of all working capital reserves. Prior to joining Boston Capital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.

 

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(f)                                    Involvement in certain legal proceedings.

 

None.

 

(g)                                 Promoters and control persons.

 

None.

 

Item 11.		Executive Compensation
	(a), (b), (c), (d) and (e)

 

The Fund has no officers or directors.  However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Fund, the Fund has paid or accrued obligations to the General Partner and its affiliates for the following fees during the 2003 fiscal year:

 

1.                    An annual fund management fee based on .5 percent of the aggregate cost of all Apartment Complexes acquired by the Operating Partnerships has been accrued or paid to Boston Capital Asset Management Limited Partnership.  The annual fund management fee charged to operations, net of reporting fees received, during the year ended March 31, 2003 was $2,200,955.

 

2.                                       The Fund has reimbursed an affiliate of the General Partner a total of $160,823 for amounts charged to operations during the year ended March 31, 2003.  The reimbursement includes, but may not be limited to postage, printing, travel, and overhead allocations.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management

 

(a)  Security ownership of certain beneficial owners.
	As of March 31, 2003, 21,996,102 BACs had been issued.  No person is known to own beneficially in excess of 5% of the outstanding BACs in any of the series.
(b)  Security ownership of management.
	The General Partner has a 1% interest in all Profits, Losses, Credits and distributions of the Fund.  The Fund’s response to Item 12(a) is incorporated herein by reference.
(c)  Changes in control.
	There exists no arrangement known to the Fund the operation of which may at a subsequent date result in a change in control of the Fund.  There is a provision in the Limited Partnership Agreement which allows, under certain circumstances, the ability to change control.

 

44

 

Item 13.                                   Certain Relationships and Related Transactions

 

(a)                               Transactions with management and others.

 

The Fund has no officers or directors.  However, under the terms of the public offering, various kinds of compensation and fees are payable to the General Partner and its Affiliates during the organization and operation of the Fund. Additionally, the General Partner will receive distributions from the partnership if there is cash available for distribution or residual proceeds as defined in the Fund Agreement.  The amounts and kinds of compensation and fees are described on page 26 of the Prospectus, as supplemented, under the caption “Compensation and Fees”, which is incorporated herein by reference.  See Note C of Notes to Financial Statements in Item 14 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partner and its affiliates during the period from April 1, 1995 through March 31, 2003.

 

(b)                             Certain business relationships.

 

The Fund response to Item 13(a) is incorporated herein by reference.

 

(c)                              Indebtedness of management.

 

None.

 

(d)                             Transactions with promoters.

 

Not applicable.

 

Item 14.                                 Controls & Procedures

 

Evaluation of Disclosure Controls and Procedures

 

a.               Within the 90 days prior to the date of this report, the Partnership’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15(d)-14(c). Based on that evaluation, the Partnership’s Chief Executive Officer and Principal Financial Officer have concluded that as of the date of the evaluation, the Partnership’s disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Partnership required to be included in the Partnership’s periodic SEC filings.

 

Changes in Internal Controls

 

b.              There were no significant changes in the Partnership’s internal controls or in other factors that could significantly affect the Partnership’s internal controls subsequent to the date of that evaluation.

 

45

 

PART IV

 

Item 15.                                 Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 

(a)  1  and  2.  Financial Statements and Financial Statement  Schedules, filed herein as Exhibit 13

 

Independent Auditors’ Report

 

Balance Sheets, March 31, 2003 and 2002

 

Statements of Operations for the years ended March 31, 2003, 2002, and 2001.

 

Statements of Changes in Partners’ Capital for the years ended March 31, 2003, 2002, and 2001.

 

Statements of Cash Flows for the years ended March 31, 2003, 2002, and 2001.

 

Notes to Financial Statements March 31, 2003, 2002, and 2001

 

Schedule III - Real Estate and Accumulated Depreciation

 

Notes to Schedule III

 

Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is  included in the financial statements or the notes hereto.

 

(b) 1 Reports on Form 8-K

 

There were no reports on Form 8-K filed for the period ended March 31, 2003

 

(c) 1.Exhibits (listed according to the number assigned  in the table in Item 601 of Regulation S-K)

 

Exhibit No. 3 - Organization Documents.

 

a.                  Certificate of Limited Partnership of Boston Capital Tax Credit Fund III L.P.  (Incorporated by reference from Exhibit 3 to the Fund’s Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on  September 26, 1991.)

 

Exhibit No. 4 - Instruments defining the rights of security holders, including indentures.

 

a.                  Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P.  (Incorporated by reference from Exhibit 4 to the Fund’s Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.)

 

46

 

Exhibit No. 10 - Material contracts.

 

a.                                       Beneficial Assignee Certificate.  (Incorporated by reference from Exhibit 10A to the Fund’s Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.)

 

Exhibit No. 13 - Financial Statements.

a.                                       Audited Financial Statement of Boston Capital Tax Credit Fund III L.P., filed herein.

 

Exhibit No. 28 - Additional exhibits.

 

a.                                       Agreement of Limited Partnership of Branson Christian County (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 4, 1994).

 

b.                                      Agreement of Limited Partnership of Peachtree L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 4, 1994).

 

c.                                       Agreement of Limited Partnership of Cass Partners, L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 7, 1994).

 

d.                                      Agreement of Limited Partnership of Sable Chase of McDonough L.P. (Incorporated by reference from Registrant’s current report on  Form 8-K as filed with the Securities and Exchange Commission on April 8, 1994).

 

e.                                       Agreement of Limited Partnership of Ponderosa Meadows Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 12, 1994).

 

f.                                         Agreement of Limited Partnership of Hackley-Barclay LDHA (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 14, 1994).

 

g.                                      Agreement of Limited Partnership of Sugarwood Park (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 12, 1994).

 

h.                                      Agreement of Limited Partnership of West End Manor of Union Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 29, 1994).

 

i.                                          Agreement of Limited Partnership of Vista Loma (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 31, 1994).

 

47

 

j.                                          Agreement of Limited Partnership of Palmetto Properties (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on June 16, 1994).

 

k.                                       Agreement of Limited Partnership of Jefferson Square (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 1994).

 

l.                                          Agreement of Limited Partnership of Holts Summit Square (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 1994).

 

m.                                    Agreement of Limited Partnership of Harris Housing (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 8, 1994).

 

n.                                      Agreement of Limited Partnership of Branson Christian County II (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on September 1, 1994).

 

o.                                      Agreement of Limited Partnership of Chelsea Square (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on September 12, 1994).

 

p.                                      Agreement of Limited Partnership of Palatine Limited Partnership  (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on September 21, 1994).

 

q.                                      Agreement of Limited Partnership of Mansura Villa II Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 19, 1994).

 

r.                                         Agreement of Limited Partnership of Haynes House Associates II Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 25, 1994).

 

s.                                       Agreement of Limited Partnership of Skowhegan Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 28, 1994).

 

t.                                         Agreement of Limited Partnership of Mt. Vernon Associates, L.P. (Incorporated by reference from Registrant’s current report on   Form 8-K as filed with the Securities and Exchange Commission on November 19, 1994).

 

48

u.                                      Agreement of Limited Partnership of Clinton Estates, L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 1, 1995.)

 

Exhibit No. 99.1 - Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein.

 

Exhibit No. 99.2 - Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein.

 

Exhibit No. 99.3 - Independent Auditor’s Reports for Operating Partnerships, filed herein.

 

49

 

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: July 11, 2003	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:
July 11, 2003		/s/ John P. Manning			Director, President
		John P. Manning			(Principal Executive Officer) C&M Management Inc.; Director, President (Principal Executive Officer) BCTC III Assignor Corp.

 

50

 

I, John P. Manning, certify that:

 

1.               I have reviewed this annual report on Form 10-K of Boston Capital Tax Credit Fund III L.P (the “Fund”);

 

2.               Based on my knowledge, this annual 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 annual report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

 

4.               The Fund’s other certifying officer 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 Company and we have:

 

(a)          designed such disclosure controls and procedures to ensure that material information relating to the Fund, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

(b)         evaluated the effectiveness of the Fund’s disclosure controls and procedures as of a date (the “Evaluation Date”) within 90 days prior to the filing date of this annual report; and

 

(c)          presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.               The Fund’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Fund’s auditors and the audit committee of the Fund’s board of directors (or persons performing the equivalent function):

 

(a)          all significant deficiencies in the design or operation of internal controls which could adversely affect the Fund’s ability to record, process, summarize and report financial data and have identified for the Fund’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 Fund’s internal controls; and

 

6.               The Fund’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the Evaluation Date, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:  July 11, 2003	/s/ John P. Manning
	John P. Manning
	Director, President (Principal Executive Officer), C&M Management Inc.;

 

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I, Marc Teal, certify that:

 

1.               I have reviewed this annual report on Form 10-K of Boston Capital Tax Credit Fund III L.P (the “Fund”);

 

2.               Based on my knowledge, this annual 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 annual report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

 

4.               The Fund’s other certifying officer 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 Company and we have:

 

(d)         designed such disclosure controls and procedures to ensure that material information relating to the Fund, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

(e)          evaluated the effectiveness of the Fund’s disclosure controls and procedures as of a date (the “Evaluation Date”) within 90 days prior to the filing date of this annual report; and

 

(f)            presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.               The Fund’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Fund’s auditors and the audit committee of the Fund’s board of directors (or persons performing the equivalent function):

 

(c)          all significant deficiencies in the design or operation of internal controls which could adversely affect the Fund’s ability to record, process, summarize and report financial data and have identified for the Fund’s auditors any material weaknesses in internal controls; and

 

(d)         any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund’s internal controls; and

 

6.               The Fund’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the Evaluation Date, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:  July 11, 2003	/s/ Marc N. Teal
	Marc N. Teal,
	Chief Financial Officer

 

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