-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TX2xx6DP1IXgnlSZl3B9sRIWHo8412sBq4m572WwMvL7fdjtufqD/ljx/5D6ALof 2uW8ujiakjMhiiUKBXhn/Q== 0000950116-05-002363.txt : 20050706 0000950116-05-002363.hdr.sgml : 20050706 20050706123342 ACCESSION NUMBER: 0000950116-05-002363 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PACIFIC HOUSING FUND I CENTRAL INDEX KEY: 0000809034 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953938971 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-11194 FILM NUMBER: 05939708 BUSINESS ADDRESS: STREET 1: 1925 CENTURY PARK EAST STE 1900 STREET 2: C/O CENTURY PACIFIC CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102081888 MAIL ADDRESS: STREET 1: C/O CENTURY PACIFIC STREET 2: 1925 CENTURY PARK EAST SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 10-Q 1 ten-q.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2004 Commission File Number 33-11194 CENTURY PACIFIC HOUSING FUND-I (Exact name of registrant as specified in its charter) California 95-3938971 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 1 East Stow Road Marlton, NJ 08053 (Address of principal executive offices) (Zip Code) (856) 596-3008 (Registrant's telephone number, including area code) No Change (Former name or former address, if changed since last report) Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No[X] 1 CENTURY PACIFIC HOUSING FUND I TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION Item 1 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 2 Management's Discussion and Analysis Of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . 12 Item 3 Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . 14 Item 4 Controls and Procedures . . . . . . . . . . . . . . . . . . 14 PART II OTHER INFORMATION Item 1 Legal Proceedings . . . . . .. . . . . . . . . . . . . . . . 14 Item 2 Unrestricted Sales of Equity Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . 14 Item 3 Defaults Upon Senior Securities . . . . . . . . . . . . . . 14 Item 4 Submission of Matters to a Vote of Security Holders . . . . 15 Item 5 Other Information . . . . . . . . . . . . . . . . . . . . . 15 Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 15 SIGNATURE CERTIFICATIONS EXHIBITS 2 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CENTURY PACIFIC HOUSING FUND-I BALANCE SHEETS June 30, March 31, 2004 2004 (Unaudited) (Audited) ---------- --------- ASSETS Receivable from Related Parties (Note 4) $ 4,934 $ 4,934 Investments in Limited Partnerships (Note 5) 0 0 -------- --------- $ 4,934 $ 4,934 -------- --------- LIABILITIES AND PARTNERS' DEFICIT Accounts Payable and Accrued Expenses $ 10,800 $ 10,800 Advance From Affiliate 62,455 62,455 Amounts Payable to Related Parties (Note 4) 1,219,072 1,204,072 --------- --------- 1,292,327 1,277,327 --------- --------- Commitments and Contingencies Partners' Deficit, per accompanying statement General Partners (404,470) (404,170) Limited Partners, $1,000 stated value per unit, 50,000 units authorized, 22,315 units issued and outstanding (882,923) (868,223) --------- --------- (1,287,393) (1,272,393) ---------- ---------- $ 4,934 $ 4,934 ---------- ---------- The accompanying notes are an integral part of this financial statement. 3 CENTURY PACIFIC HOUSING FUND-I STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 2004 2003 ------- ------- Expenses: General and Administrative (Note 4) $ 15,000 $ 15,000 Equity in Net Losses of Operating Partnership (Note 5) 0 0 --------- -------- 15,000 15,000 --------- -------- Net Loss $ (15,000) $(15,000) ========= ======== Allocation of Net Loss General Partners $ (300) $ (300) Limited Partners (14,700) (14,700) --------- -------- $ (15,000) $(15,000) ========= ======== Net Loss Per Unit of Limited Partnership Interest $(.66) $(.66) ======= ====== Average Number of Units Outstanding 22,315 22,315 ======= ====== The accompanying notes are an integral part of this financial statement. 4 CENTURY PACIFIC HOUSING FUND-I STATEMENTS OF PARTNERS' DEFICIT June 30, 2004 (Unaudited) General Limited Partners Partners Total -------- -------- ----- Balance at April 1, 2003 $(402,970) $(809,423) $(1,212,393) Net Loss (1,200) (58,800) (60,000) --------- --------- ----------- Balance at March 31, 2004 (404,170) (868,223) (1,272,393) Net Loss (300) (14,700) (15,000) --------- --------- ----------- Partners' Deficit at June 30, 2004 $(404,470) $(882,923) $(1,287,393) --------- --------- ----------- Percentage Interest June 30, 2004 2% 98% 100% --------- --------- ----------- The accompanying notes are an integral part of this financial statement. 5 CENTURY PACIFIC HOUSING FUND-I STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended June 30, 2004 2003 -------- -------- Cash Flow From Operating Activities: Net Loss $(15,000) $(15,000) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Increase in payable to related parties 15,000 15,000 ------- -------- Net Cash Provided by (Used in) Operating Activities $ 0 $ 0 ------- -------- Net Increase/(Decrease) in Cash $ 0 $ 0 Cash Beginning of Period 0 0 ------- -------- Cash End of Period $ 0 $ 0 ======= ======== The accompanying notes are an integral part of this financial statement. 6 CENTURY PACIFIC HOUSING FUND-I a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PARTNERSHIP AND ITS ORGANIZATION: Century Pacific Housing Fund I, a California limited partnership (the "Partnership" or "CPHF-I") was formed on October 6, 1986 for the purpose of raising capital by offering and selling limited partnership interests and then acquiring limited partnership interests in partnerships (the "Operating Partnerships") which acquire and operate existing residential apartment rental properties (the "Properties"). The general partners of the Partnership are Century Pacific Capital Corporation, a California corporation ("CPCC"), and Irwin Jay Deutch, an individual (collectively, the "General Partners"). The General Partners and affiliates of the General Partners (the "General Partners and Affiliates") have interests in the Partnership and receive compensation from the Partnership and the Operating Partnerships (Note 4). The Properties qualify for the "Low-Income Housing Tax Credit" established by Section 42 of the Tax Reform Act of 1986 (the "Low-Income Housing Tax Credit") and one Property qualifies for Historic Rehabilitation Tax Credits (collectively the "Tax Credits"). These Properties are leveraged low-income multifamily residential complexes and some receive one or more forms of assistance from federal, state or local governments, or agencies (the "Government Agencies") while others do not receive any subsidy from Government Agencies although some may have mortgage loans insured by a Government Agency. In July 1987, the Partnership began raising capital from sales of limited partnership interests at $1,000 per interest ("unit"). The limited partnership offering closed in April 1988, with 22,315 units having been sold. The Partnership originally acquired limited partnership interests ranging from 90% to 99% in 21 Operating Partnerships, which invested in rental property. At June 30, 2004, the Partnership owns investments in 12 of these Operating Partnerships. Basis of Presentation The accompanying unaudited financial statements of Century Pacific Housing Fund I as of June 30, 2004 and March 31, 2004 (the March 31, 2004 financial information included herein has been extracted from the Partnership's audited financial statements on Form 10-K) and for the three months ended June 30, 2004 and 2003 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Partnership's management, all adjustments (consisting of only normal recurring adjustments) considered necessary to fairly present the financial statements have been made. 7 CENTURY PACIFIC HOUSING FUND-I a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) The statements of operations for the three months ended June 30, 2004 and 2003 are not necessarily indicative of the results that may be expected for the entire year. These statements should be read in conjunction with the financial statements and related notes thereto included on form 10-K for the years ended March 31, 2004 and 2003. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The following are the Partnership's significant accounting policies: Investments in Operating Partnerships: The Partnership uses the equity method to account for its investments in the Operating Partnerships in which it has invested (Note 5). Under the equity method of accounting, the investment is carried at cost and adjusted for the Partnership's share of the Operating Partnerships' results of operations and by cash distributions received. Equity in the loss of each Operating Partnership allocated to the Partnership is not recognized to the extent that the investment balance would become negative. Costs paid by the Partnership for organization of the Operating Partnerships as well as direct costs of acquiring properties, including acquisition fees and reimbursable acquisition expenses paid to the General Partner, have been capitalized as investments in Operating Partnerships. Basis of Accounting: The Partnership maintains its financial records on the tax basis. Memorandum entries, while not recorded in the records of the Partnership, have been made in the financial statements to reflect accounting principles generally accepted in the United States of America. The Partnership fiscal year end is March 31, and the Operating Partnerships have a calendar year end. The Partnership, as well as the Operating Partnerships, has a calendar year for income tax purposes. Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Syndication Costs: Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners. 8 CENTURY PACIFIC HOUSING FUND-I a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) Income Taxes: No provision has been made for income taxes in the accompanying financial statements since such taxes and/or the recapture of the Low Income Housing Tax Credit benefits received, if any, are the liability of the individual partners. The Partnership uses the accrual method of accounting for tax purposes. Net Loss per Unit of Limited Partnership Interest Net loss per unit of limited partnership interest is calculated based upon the weighted average number of units of limited partnership interest (units) outstanding. Note 3 - GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Partnership as a going concern. The Partnership's Operating Partnerships have not achieved the operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership's administrative costs. Additionally, as of June 30, 2004, the Partnership has incurred allocated losses from all of its Operating Partnerships to the extent of the Partnership's cash contributions. As a result of the foregoing, the Partnership is dependent upon the general partners and affiliates for continued financial support. The December 31, 2004 auditors' reports on five of the Operating Partnerships' financial statements contained an explanatory paragraph relating to a going concern issue, four of which concerned the maturity of purchase notes for which the Operating Partnerships will not be able to satisfy the obligations. The going concern issue on the fifth Operating Partnership related to substantial operating losses suffered by the Operating Partnership. Management maintains that the general partners and affiliates, though not required to do so, will continue to fund current operations by deferring payment to related parties of allocated overhead expenses, and by funding any Partnership operating costs. Unpaid allocated overhead expenses will accrue and become payable when the Operating Partnerships either generate sufficient cash distributions to the Partnership to cover such expenses or when the Operating Partnerships are sold. At the present time, management is aware that the General Partners are making a conscious effort to sell these properties. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 9 CENTURY PACIFIC HOUSING FUND-I a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) NOTE 4 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL PARTNERS: The General Partners of the Partnership are CPCC and Irwin Jay Deutch. The original limited partner of the Partnership is Westwood Associates whose partners are Irwin Jay Deutch and key employees of CPCC. Century Pacific Placement Corporation ("CPPC"), an affiliate of the General Partners, served as the broker-dealer-manager for sales of limited partnership interests in the Partnership. Century Pacific Realty Corporation ("CPRC"), an affiliate of CPCC, is a general partner in nine of the Operating Partnerships. The General Partners have an aggregate one percent interest in the Partnership, as does the original limited partner. CPRC has an ownership interest in nine of the Operating Partnerships between .01% and 1%. The General Partners and Affiliates receive compensation and reimbursement of expenses from the Partnership, as set forth in the limited partnership agreement, for their services in managing the Partnership and its business. The General Partners and Affiliates also receive compensation and reimbursement of expenses from the Operating Partnerships. This compensation and reimbursement includes services provided to the Partnership during its offering stage, acquisition stage, operational stage, and termination or refinancing stage. At June 30, 2004 and March 31, 2004, amounts payable to related parties totaling $1,219,072 and $1,204,072, respectively, consist of fees and certain general and administrative costs accrued as an unsecured non-interest bearing payable by the Partnership to the general partners and affiliates. Such fees and allocated costs have been deferred until the Partnership has sufficient cash to pay them. Receivable from related parties of $4,934 at June 30, 2004 and March 31, 2004 represents unsecured cash advances to several of the Operating Partnerships. At June 30, 2004 and March 31, 2004, CPRC was owed $62,455 for unsecured non-interest bearing, demand cash advances to the Partnership. The general partners may advance funds to the Partnership to fund operating deficits, but are not obligated to do so. All such loans shall be repaid prior to any distributions of net cash flow. At June 30, 2004 and March 31, 2004, the Partnership had no outstanding advances due to the general partners. As of June 30, 2004, a third-party buyer has entered into a conditional contract to acquire CPEC, CPCC, CPRC, and their affiliated companies and partnerships from Deutch's family trust. The sale is anticipated to occur in 2006. 10 CENTURY PACIFIC HOUSING FUND-I a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) NOTE 5 - INVESTMENTS IN LIMITED PARTNERSHIPS: At March 31, 2004, the Partnership owned limited partnership interests in 13 Operating Partnerships which had investments in 13 multi-family rental properties. In June 2004, one of these properties was sold. The Partnership's equity in net operating losses of its investments in Operating Partnerships has exceeded the investment balance. Consequently, the investment balances have been reduced to zero in accordance with the equity method of accounting. The names and locations of the Properties in which the Operating Partnerships hold beneficial interests at June 30, 2004 are as follows:
Name of Operating Partnership Property Name Location - ----------------------------- ------------- -------- Century Pacific Housing Partnership-I (CPHP-I) Charter House Dothan, Alabama CPHP-II Sunset Park Denver, Colorado CPHP-V Jaycee Towers Dayton, Ohio CPHP-VII Gulfway Terrace New Orleans, Louisiana CPHP-IX Windridge Wichita, Kansas CPHP-X Bergen Circle Springfield, Massachusetts CPHP-XVI Rockwell Villas Oklahoma City, Oklahoma CPHP-XVII London Square Village Oklahoma City, Oklahoma CPHP-XVIII Ascension Towers Memphis, Tennessee CPHP-XIX Coleman Manor Baltimore, Maryland CPHP-XX Holiday Heights Fort Worth, Texas CPHP-XXII Harriet Tubman Terrace Berkeley, California
The following combined statements of operations are prepared in accordance with accounting principles generally accepted in the United States of America and summarize the operations of the Operating Partnerships for the three months ended June 30, 2004 and June 30, 2003. Three Months Ended June 30, 2004 2003 ---------- ----------- Revenues: Rental Income $2,816,577 $ 2,637,491 Other 5,843,703 77,316 ---------- ----------- 8,660,280 2,714,807 ---------- ----------- Expenses Operating, General and Administrative 2,516,262 2,222,654 Depreciation 583,615 674,501 Interest 1,167,664 1,346,109 ---------- ----------- 4,268,541 4,243,264 ---------- ----------- Net Income/(Loss) $4,391,739 $(1,528,457) ========== =========== 11 CENTURY PACIFIC HOUSING FUND-I a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) In June 2004, a property located in Virginia Beach, Virginia was sold for a taxable gain of $3,797,669. There were no cash proceeds resulting from this sale. In 2003, an Operating Partnership sold a property located in Newton, Kansas for a gain of $71,929. There were no cash proceeds resulting from this sale. NOTE 6 - SUBSEQUENT EVENTS In August 2004, an Operating Partnership located in Denver, Colorado sold a property for $8,300,000 for a taxable gain of $3,998,295. In December 2004, two Operating Partnerships sold properties located in Oklahoma City, Oklahoma for $5,000,000 resulting in a combined taxable gain of $1,079,642. There were no cash proceeds resulting from these sales. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Results of Operations For the three month periods ended June 30, 2004 and 2003, the Partnership recorded net losses of $15,000. The net losses are equal to the reimbursement paid to Century Pacific Equity Corporation (CPEC), an affiliate, for overhead allocations. In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership's equity method basis in these properties. All of the Partnership's investments have an equity method basis of zero at June 30, 2004. The average occupancy level of the Operating Partnerships, in total, remained relatively constant for the three months ended June 30, 2004 and 2003. The majority of the properties owned by the Operating Partnerships are in a position of functional obsolescence and need substantial rehabilitation. The Operating Partnerships do not have the funds to address the growing deferred maintenance. Infusion of capital is necessary to keep the projects viable and maintain them as decent, safe and quality housing. Refinancing is not an option in view of the indebtedness on the properties surpassing their fair market value. Liquidity and Capital Resources As of June 30, 2004, the Partnership's portfolio consists of 12 properties. The properties are located in 11 states and contain 1,787 residential units. The average occupancy level for all properties during calendar year 2003 was approximately 93% and most properties generated sufficient revenue to cover operating costs, debt service, and the funding of reserves. 12 The government restricts rental rate increases. A substantial amount of the revenue generated by these properties comes from rental subsidy payments made by federal or state housing agencies. These features, which are characteristic of all low-income housing properties, limit the pool of potential buyers for these real estate assets. As a limited partner of the Operating Partnerships, the Partnership does not control property disposition decisions, and management is aware of the intention of the General Partners of the Partnership to sell the investment properties in the near future. The partnership is currently experiencing a liquidity problem. Under the Partnership Agreement, the Partnership is entitled to receive distributions of surplus cash from the Operating Partnerships, which is to provide the funds necessary for the Partnership to meet its operating costs. At the present time, the Operating Partnerships have not generated sufficient cash distributions to enable the Partnership to meet its current obligations. As a result of the foregoing, the Partnership has been dependent upon its affiliates and the General Partners for continued financial support to meet its expenses. Though there can be no assurance, management believes that affiliates and/or the General Partners, though not required to do so, will continue to fund operations of the Partnership and defer receipt of payment of allocated overhead administrative expenses and partnership management fees. Allocated administrative expenses paid or accrued to affiliates and the General Partners represent reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and other administrative items incurred or allocated, and direct expenses incurred in rendering legal, accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation include overhead expenses of the General Partners, including rent and salaries of employees not specifically performing the services described above. Unpaid allocated administrative expenses and partnership management fees, an annual amount up to .5% of invested assets, will accrue for payment in future operating years. Management believes the possibility exists that one or several Operating Partnerships may require additional capital, in addition to that previously contributed by the Partnership, to sustain operations. In such case, the source of the required capital needs may be from (i) limited reserves from the Partnership (which may include distributions received from the Operating Partnerships that would otherwise be available for distribution to partners), (ii) debt financing at the Operating Partnership level (which may not be available), or (iii) additional equity contributions from the general partner of the Operating Partnerships (which may not be available). There can be no assurance that any of these sources would be readily available to provide for possible additional capital requirements which may be necessary to sustain the operations of the Operating Partnerships. However, the Partnership is under no obligation to fund operating deficits of the Operating Partnerships in the form of additional contributions or loans. Due to the uncertainty of the continuation of the Section 8 program, management has been forced to consider several options to prepare for the possible lack of subsidy income to the Operating Partnerships. The loss of subsidy income to the Operating Partnerships will make it more difficult for the Operating Partnerships to provide sufficient cash distributions to the Partnership. Management has identified the courses of action they will take as a result of the potential changes to the Section 8 program. 13 CRITICAL ACCOUNTING POLICIES Management's discussion and analysis of financial condition and results of operations are based upon our unaudited financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. Such financial statement preparation requires management to make judgments and use estimates regarding significant accounting policies. We consider an accounting policy to be significant if it is important to our financial condition and results, and requires significant judgment and estimates on the part of management in its application. A summary of our significant accounting policies is included in Note 2 to our financial statements for the year ended March 31, 2004, which are included in the Form 10-K. Our significant accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require revision. Application of the critical accounting policies requires management's significant judgments, often as the result of the need to make estimates for matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected. There have been no significant changes in the application of the critical accounting policies, or in the assumptions or estimates relating thereto, since March 31, 2004. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Due to the nature of our operations, we have concluded that there is no material market risk exposure and, therefore, no quantitative tabular disclosures are required. ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures The Partnership's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership's disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(C) and 15d-14(c)) as of the end of the period covered by this report. Based on that evaluation, they have concluded that the Partnership's current disclosure controls and procedures are effective in timely providing them with material information relating to the Partnership required to be disclosed in the reports of the Partnership files or submits under the Exchange Act. (b) Changes in Internal Controls During the period covered by this report, there have not been any significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls. There were no significant deficiencies or material weaknesses, and, therefore, no corrective actions were taken. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - None ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None 14 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None ITEM 5. OTHER INFORMATION - None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits We have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit list attached to this report. (b) Reports on Form 8-K None 15 * * * SIGNATURE * * * Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 5, 2005 CENTURY PACIFIC HOUSING FUND-I a California limited partnership By: Century Pacific Capital Corporation, a California Corporation General Partner /s/Irwin J. Deutch By: ------------------ Irwin J. Deutch President 16 EXHIBITS Exhibit Number Description - ------- ----------- 31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* * Filed herewith EX-31 2 ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 * * * CERTIFICATIONS * * * I, Irwin J. Deutch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Century Pacific Housing Fund I; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this quarterly report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 5, 2005 /s/ Irwin J. Deutch -------------------------- Irwin J. Deutch President, Chief Executive Officer EX-31 3 ex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 * * * CERTIFICATIONS * * * I, James V. Bleiler, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Century Pacific Housing Fund I; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this quarterly report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 5, 2005 /s/ James V. Bleiler ----------------------- James V. Bleiler Chief Financial Officer EX-32 4 ex32-1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Century Pacific Housing Fund I (the "Partnership") on Form 10-Q for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Irwin J. Deutch, Chief Executive Officer of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/ Irwin J. Deutch - ---------------------------------- Irwin J. Deutch President, Chief Executive Officer July 5, 2005 EX-32 5 ex32-2.txt EXHIBIT 32.2 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Century Pacific Housing Fund I (the "Partnership") on Form 10-Q for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James V. Bleiler, Chief Financial Officer of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/ James V. Bleiler - ------------------------ James V. Bleiler Chief Financial Officer July 5, 2005 -----END PRIVACY-ENHANCED MESSAGE-----