UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C. 20549
 
 FORM
10-Q
 (Mark
One)
 
 S  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
quarterly period ended December 31, 2009
 
 OR
 
 *  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
transition period from ________ to ___________
 
 Commission
file number: 0-23908
 
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 
 California
              33-0531301(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)17782
      Sky Park CircleIrvine,
      CA
              92614-6404Address
      of principal executive offices)
              (Zip
      Code)
 
 (714)
662-5565
 (Telephone
number)
 
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 
 Yes  No X
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:
  Large
accelerated filer___ Accelerated filer___
 
 Non-accelerated
filer___X__Smaller reporting company___
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes ___No
_X__
  WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 INDEX
TO FORM 10-Q
 
 For
the Quarterly Period Ended December 31, 2009
  
 PART
      I. FINANCIAL INFORMATIONItem
      1.
              Financial
      StatementsBalance
      SheetsAs
      of December 31, 2009 and March 31, 2009
              3Statements
      of OperationsFor
      the Nine Months Ended  December 31, 2009 and
2008
              4Statement
      of Partners' Equity (Deficit)For
      the Nince Months Ended  December 31, 2009
              5Statements
      of Cash FlowsFor
      the Nine Months Ended  December 31, 2009 and
2008
              6Notes
      to Financial Statements
              
              7Item
      2.
              Management's
      Discussion and Analysis of FinancialCondition
      and Results of Operations
              17Item
      3.
              Quantitative
      and Qualitative Disclosures about Market Risks
              
              19Item
      4T.
              Controls
      and Procedures
              
              19PART
      II. OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              
              19Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              19Item
      3.
              Defaults
      Upon Senior Securities
              
              19Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              20Item
      5.
              Other
      Information
              
              20Item
      6.
              Exhibits
              
              20Signatures
              
              21
 
 
  2
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 BALANCE
SHEETS
 (Unaudited)
  
 December
      31, 2009
              
              
              March
      31, 2009ASSETSCash
              
              $
              168,555
              
              
              $
              234,631Investments
      in Local Limited Partnerships, net (Note 2)
              
              
              -
              
              
              
              -Total
      Assets
              
              $
              168,555
              
              
              $
              234,631LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)Liabilities:Accrued
      fees and expenses due toGeneral
      Partner and affiliates (Note 3)
              
              $
              2,055,365
              
              
              $
              1,945,760Partners’
      Deficit:General
      Partner
              
              
              (189,000
              )
              
              
              (187,243
              )Limited
      Partners (30,000 Partnership Unitsauthorized;
      18,000 Partnership Units issued andoutstanding)
              
              
              (1,697,810
              )
              
              
              (1,523,886
              )Total
      Partners’ Deficit
              
              
              (1,886,810
              )
              
              
              (1,711,129
              )Total
      Liabilities and Partners’ Deficit
              
              $
              168,555
              
              
              $
              234,631
  See
accompanying notes to financial statements
 3
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 STATEMENTS
OF OPERATIONS
 
 For
the Nine Months Ended December 31, 2009 and 2008
 (Unaudited)
  2009
              
              
              2008Three
      Months
              
              
              Nine
      Months
              
              
              Three
      Months
              
              
              Nine
      MonthsDistribution
      income
              
              $
              -
              
              
              $
              15,996
              
              
              $
              -
              
              
              $
              10,681Reporting
      fees
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total
      operating income
              
              
              -
              
              
              
              15,996
              
              
              
              -
              
              
              
              10,681Operating
      expenses:Amortization
      (Note 2)
              
              
              -
              
              
              
              -
              
              
              
              1,996
              
              
              
              5,988Asset
      management fees (Note 3)
              
              
              40,335
              
              
              
              121,005
              
              
              
              44,422
              
              
              
              134,190Legal
      and accounting fees
              
              
              32,770
              
              
              
              68,945
              
              
              
              2,890
              
              
              
              3,706Impairment
              
              
              -
              
              
              
              -
              
              
              
              6,135
              
              
              
              1,507,501Other
              
              
              461
              
              
              
              1,922
              
              
              
              4,101
              
              
              
              6,067Total
      operating expenses
              
              
              73,566
              
              
              
              191,872
              
              
              
              59,544
              
              
              
              1,657,452Loss
      from operations
              
              
              (73,566
              )
              
              
              (175,876
              )
              
              
              (59,544
              )
              
              
              (1,646,771
              )Equity
      in losses ofLocal
      Limited Partnerships (Note 2)
              
              
              -
              
              
              
              -
              
              
              
              (15,296
              )
              
              
              (44,199
              )Gain
      on sale of investment in Local Limited Partnership
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1Interest
      income
              
              
              80
              
              
              
              195
              
              
              
              35
              
              
              
              92Net
      loss
              
              $
              (73,486
              )
              
              $
              (175,681
              )
              
              $
              (74,805
              )
              
              $
              (1,690,877
              )Net
      loss allocated to:General
      Partner
              
              $
              (735
              )
              
              $
              (1,757
              )
              
              $
              (748
              )
              
              $
              (16,909
              )Limited
      Partners
              
              $
              (72,751
              )
              
              $
              (173,924
              )
              
              $
              (74,057
              )
              
              $
              (1,673,968
              )Net
      loss per Partnership Unit
              
              $
              (4
              )
              
              $
              (10
              )
              
              $
              (4
              )
              
              $
              (93
              )Outstanding
      weighted Partnership Units
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
  See
accompanying notes to financial statements
 4
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 STATEMENT
OF PARTNERS’ EQUITY (DEFICIT)
 
 For
the Nine Months Ended December 31, 2009
 (Unaudited)
  
 General
              
              
              LimitedPartner
              
              
              Partners
              
              
              TotalPartners’
      deficit at March 31, 2009
              
              $
              (187,243
              )
              
              $
              (1,523,886
              )
              
              $
              (1,711,129
              )Net
      loss
              
              
              (1,757
              )
              
              
              (173,924
              )
              
              
              (175,682
              )Partners’
      deficit at December 31, 2009
              
              $
              (189,000
              )
              
              $
              (1,697,810
              )
              
              $
              (1,886,811
              )
  See
accompanying notes to financial statements
 5
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS
 
 For
the Nine Months Ended December 31, 2009 and 2008
 (Unaudited)
  
 2009
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (175,681
              )
              
              $
              (1,690,877
              )Adjustments
      to reconcile net loss to
                cash
      used in operating activities:Amortization
              
              
              -
              
              
              
              5,988Equity
      in losses of Local Limited Partnerships
              
              
              -
              
              
              
              44,199Impairment
              
              
              -
              
              
              
              1,507,501Change
      in accrued fees and expenses due toGeneral
      Partner and affiliates
              
              
              109,605
              
              
              
              85,981Gain
      on sale of Investment in Local
    Limited  Partnership
              
              
              -
              
              
              
              (1
              )Net
      cash used in operating activities
              
              
              (66,076
              )
              
              
              (47,209
              )Cash
      flows from investing activities:Distributions
      received from Local Limited Partnerships
              
              
              -
              
              
              
              39,572Proceeds
      from sale of Investment in Local
      Limited       Partnership
              
              
              -
              
              
              
              1Net
      cash provided by investing activities
              
              
              -
              
              
              
              39,573Net
      decrease in cash
              
              
              (66,076
              )
              
              
              (7,636
              )Cash,
      beginning of period
              
              
              234,631
              
              
              
              228,980Cash,
      end of period
              
              $
              168,555
              
              
              $
              221,344SUPPLEMENTAL
      DISCLOSURE
                OF
      CASH FLOW INFORMATION:Taxes
      paid
              
              $
              -
              
              
              $
              -
  See
accompanying notes to financial statements
 6
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 General
 
 The
accompanying condensed unaudited financial statements 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
for quarterly reports under Section 13 or 15(d) of 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 management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included.  Operating results for the nine months ended December 31,
2009 are not necessarily indicative of the results that may be expected for the
fiscal year ending March 31, 2010.  For further information, refer to
the financial statements and footnotes thereto included in the Partnership's
annual report on Form 10-K for the fiscal year ended March 31,
2009.
 
 Organization
 
 WNC
California Housing Tax Credits III, L.P., (the "Partnership"), is a California
Limited Partnership formed under the laws of the State of California on October
5, 1992 and began operations on July 19, 1993.  The Partnership was
formed to acquire limited partnership interests in other limited partnerships
(“Local Limited Partnerships”) which own multi-family housing complexes
(“Housing Complexes”) that are eligible for Federal low income housing tax
credits (“Low Income Housing Tax Credits”).  The local general
partners (the “Local General Partners”) of each Local Limited Partnership retain
responsibility for maintaining, operating and managing the Housing Complexes.
Each Local Limited Partnership is governed by its agreement of limited
partnership (the “Local Limited Partnership Agreement”).
 
 The
general partner of the Partnership is WNC Tax Credit Partners III, L.P. (the
“General Partner”).  WNC & Associates, Inc. (“Associates”) is the
general partner of the General Partner.  The chairman and president of
Associates owns all of the outstanding stock of Associates.  The
business of the Partnership is conducted primarily through Associates as the
Partnership has no employees of its own.
 
 The
Partnership shall continue to be in full force and effect until December 31,
2050 unless terminated prior to that date pursuant to the partnership agreement
or law.
 
 The
financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
 
 Pursuant
to a registration statement filed with the Securities and Exchange Commission,
on February 17, 1993, the Partnership commenced a public offering of 30,000
units of limited partnership interest ("Partnership Units") at a price of $1,000
per Partnership Unit.  As of the close of the public offering on July
22, 1994, a total of 17,990 Partnership Units representing $17,990,000 had been
sold.  During 1995, an additional 10 Partnership Units amounting to
$10,000 was collected on subscriptions accepted and previously deemed
uncollectible.  The General Partner has a 1% interest in operating
profits and losses, taxable income and losses, in cash available for
distribution from the Partnership and Low Income Housing Tax Credits of the
Partnership.  The investors in the Partnership (“Limited Partners”)
will be allocated the remaining 99% of these items in proportion to their
respective investments.
 
 The
proceeds from the disposition of any of the Local Limited Partnership Housing
Complexes will be used first to pay debts and other obligations per the
respective Local Limited Partnership Agreement.  Any remaining
proceeds will then be paid to the Partnership.  The sale of a Housing
Complex may be subject to other restrictions and obligations.
  7
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  
 NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Accordingly,
there can be no assurance that a Local Limited Partnership will be able to sell
its Housing Complex. Even if it does so, there can be no assurance that any
significant amounts of cash will be distributed to the Partnership. Should such
distributions occur, the Limited Partners will be entitled to receive
distributions equal to their capital contributions and their return on
investment (as defined in the Partnership Agreement) and the General Partners
would then be entitled to receive proceeds equal to their capital contributions
from the remainder.  Any additional sale or refinancing proceeds will
be distributed 90% to the Limited Partners (in proportion to their respective
investments) and 10% to the General Partners.
 
 Risks and
Uncertainties
 
 An
investment in the Partnership and the Partnership’s investments in Local Limited
Partnerships and their Housing Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the Partnership, and the
amount of proceeds available for distribution to the Limited Partners, if any,
on liquidation of the Partnership’s investments.  Some of those risks
include the following:
 
 The Low
Income Housing Tax Credits rules are extremely complicated. Noncompliance with
these rules results in the loss of future Low Income Housing Tax Credits and the
fractional recapture of Low Income Housing Tax Credits already taken. In most
cases the annual amount of Low Income Housing Tax Credits that an individual can
use is limited to the tax liability due on the person’s last $25,000 of taxable
income. The Local Limited Partnerships may be unable to sell the Housing
Complexes at a price which would result in the Partnership realizing cash
distributions or proceeds from the transaction.  Accordingly, the
Partnership may be unable to distribute any cash to its Limited Partners. Low
Income Housing Tax Credits may be the only benefit from an investment in the
Partnership.
 
 The
Partnership has invested in a limited number of Local Limited Partnerships. Such
limited diversity means that the results of operation of each single Housing
Complex will have a greater impact on the Partnership. With limited diversity,
poor performance of one Housing Complex could impair the Partnership’s ability
to satisfy its investment objectives.  Each Housing Complex is subject
to mortgage indebtedness. If a Local Limited Partnership failed to pay its
mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were
to occur during the first 15 years, the loss of any remaining future Low Income
Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax
Credits, and a loss of the Partnership’s investment in the Housing Complex would
occur. The Partnership is a limited partner or a non-managing member of each
Local Limited Partnership. Accordingly, the Partnership will have very limited
rights with respect to management of the Local Limited Partnerships. The
Partnership will rely totally on the Local General Partners. Neither the
Partnership’s investments in Local Limited Partnerships, nor the Local Limited
Partnerships’ investments in Housing Complexes, are readily marketable. To the
extent the Housing Complexes receive government financing or operating
subsidies, they may be subject to one or more of the following risks:
difficulties in obtaining tenants for the Housing Complexes; difficulties in
obtaining rent increases; limitations on cash distributions; limitations on
sales or refinancing of Housing Complexes; limitations on transfers of interests
in Local Limited Partnerships; limitations on removal of Local General Partners;
limitations on subsidy programs; and possible changes in applicable
regulations.  Uninsured casualties could result in loss of property
and Low Income Housing Tax Credits and recapture of Low Income Housing Tax
Credits previously taken. The value of real estate is subject to risks from
fluctuating economic conditions, including employment rates, inflation, tax,
environmental, land use and zoning policies, supply and demand of similar
Housing Complexes, and neighborhood conditions, among others.
  8
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  
 NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 The
ability of Limited Partners to claim tax losses from the Partnership is limited.
The IRS may audit the Partnership or a Local Limited Partnership and challenge
the tax treatment of tax items. The amount of Low Income Housing Tax Credits and
tax losses allocable to Limited Partners could be reduced if the IRS were
successful in such a challenge. The alternative minimum tax could reduce tax
benefits from an investment in the Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership and/or
the value of the Housing Complexes.
 
 All of
the Low Income Housing Tax Credits anticipated to be realized from the Local
Limited Partnerships have been realized. The Partnership does not anticipate
being allocated any Low Income Housing Tax Credits from the Local Limited
Partnerships in the future.  Until the Local Limited Partnerships have
completed the 15 year Low Income Housing Tax Credit compliance period, risks
exist for potential recapture of prior Low Income Housing Tax Credits
received.
 
 No
trading market for the Partnership Units exists or is expected to develop.
Limited Partners may be unable to sell their Partnership Units except at a
discount and should consider their Partnership Units to be a long-term
investment. Individual Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited
Partners.
 
 The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through
February 28. 2011.
 
 Anticipated
future and existing cash resources of the Partnership are not sufficient to pay
existing liabilities of the Partnership.  However, substantially all
of the existing liabilities of the Partnership are payable to the General
Partner and/or its affiliates.  Though the amounts payable to the
General Partner and/or its affiliates are contractually currently payable, the
Partnership anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual obligations until capital reserves are
in excess of the aggregate of then existing contractual obligations and then
anticipated future foreseeable obligations of the Partnership.  The
Partnership would be adversely affected should the General Partner and/or its
affiliates demand current payment of the existing contractual obligations and or
suspend services for this or any other reason.
 
 Exit
Strategy
 
 The
Compliance Period for a Housing Complex is generally 15 years following
construction or rehabilitation completion. Associates was one of the first in
the industry to offer syndicated investments in Low Income Housing Tax
Credits.  The initial programs are completing their Compliance
Periods.
 
 With that
in mind, the General Partner is continuing its review of the Housing Complexes,
with special emphasis on the more mature Housing Complexes such as any that have
satisfied the IRS compliance requirements.  The review considers many
factors, including extended use requirements (such as those due to mortgage
restrictions or state compliance agreements), the condition of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.
  9
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership interests may be disposed of any time by the General Partner
in its discretion. While liquidation of the Housing Complexes continues to be
evaluated, the dissolution of the Partnership was not imminent as of December
31, 2009.
 
 Prior to
the quarter ended December 31, 2009, the Partnership had sold its interests in
three Local Limited Partnerships; Rosewood Apartments L.P., Venus Retirement
Village Ltd. and Winters Investment Group. As of December 31, 2009 no additional
Local Limited Partnership had been identified for disposition.
 
 Method of Accounting for
Investments in Local Limited Partnerships
 
 The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the sum of the
remaining future Low Income Housing Tax Credits estimated to be allocable to the
Partnership and the estimated residual value to the
Partnership.   If an investment is considered to be impaired, the
Partnership reduces the carrying value of its investment in any such Local
Limited Partnership.  The accounting policies of the Local Limited
Partnerships, generally, are expected to be consistent with those of the
Partnership. Costs incurred by the Partnership in acquiring the investments are
capitalized as part of the investment account and are being amortized over 30
years (see Note 2).
 
 “Equity
in losses of Local Limited Partnerships” for the periods ended December 31, 2009
and 2008 have been recorded by the Partnership. Management’s estimate for the
six-month period is based on either actual unaudited results reported by the
Local Limited Partnerships or historical trends in the operations of the Local
Limited Partnerships. In subsequent annual financial statements, upon receiving
the actual annual results reported by the Local Limited Partnerships, management
reverses its prior estimate and records the actual results reported by the Local
Limited Partnerships.  Equity in losses of Local Limited Partnerships
allocated to the Partnership are not recognized to the extent that the
investment balance would be adjusted below zero.  If the Local Limited
Partnerships reported net income in future years, the Partnership will resume
applying the equity method only after its share of such net income equals the
share of net losses not recognized during the period(s) the equity method was
suspended (see Note 2).
 
 The
Partnership does not consolidate the accounts and activities of the Local
Limited Partnerships, which are considered Variable Interest Entities under
Generally Accepted Accounting Principles (“GAAP”) for consolidation of variable
interest entities, because the Partnership is not considered the primary
beneficiary.  The Partnership’s balance in investments in Local
Limited Partnerships, plus the risk of recapture of Low Income Housing Tax
Credits previously recognized on such investments, represents the maximum
exposure to loss in connection with such investments.  The
Partnership’s exposure to loss on the Local Limited Partnerships is mitigated by
the condition and financial performance of the underlying Housing Complexes as
well as the strength of the Local General Partners and their guarantees against
Low Income Housing Tax Credits recapture.
 
  10
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  
 NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Distributions
received by the Partnership are accounted for as a reduction of the investment
balance. Distributions received after the investment has reached zero are
recognized as income. As of December 31, 2009, all of the investment balances
had reached zero.
 
 Use of
Estimates
 
 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 reporting period.  Actual results could materially differ
from those estimates.
 
 Cash and Cash
Equivalents
 
 The
Partnership considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.  As of
December 31, 2009 and March 31, 2009, the Partnership had no cash
equivalents.
 
 Reporting Comprehensive
Income
 
 The
Partnership had no items of other comprehensive income for period
presented.
 
 Income
Taxes
 
 No
provision for income taxes has been recorded in the accompanying financial
statements as any liabilities and/or benefits for income taxes flow to the
partners of the Partnership and are their obligations and/or
benefits.  For income tax purposes, the Partnership reports on a
calendar year basis.
 
 In June
2006, the Financial Accounting Standards Board (“FASB") issued guidance for how
uncertain tax positions should be recognized, measured, presented and disclosed
in the financial statements.  This requires the evaluation of tax
positions taken or expected to be taken in the course of preparing the
Partnership's tax returns to determine whether the tax positions are
more-likely-than-not of being sustained upon examination by the applicable tax
authority, based on the technical merits of the tax position, and then
recognizing the tax benefit that is more-likely-than-not to be
realized.  Tax positions not deemed to meet the more-likely-than-not
threshold would be recorded as a tax expense in the current reporting
period.  As required, the Partnership adopted these standards
effective April 1, 2007 and concluded that the effect is not material to its
financial statements.  Accordingly, no cumulative effect adjustment
related to the adoption of the standard was recorded.
 
 Net Loss Per Partnership
Unit
 
 Net loss
per Partnership Unit includes no dilution and is computed by dividing loss
allocated to Limited Partners by the weighted average number of Partnership
Units outstanding during the period.  Calculation of diluted net loss
per Partnership Unit is not required.
  11
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  
 NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Revenue
Recognition
 
 The
Partnership is entitled to receive reporting fees from the Local Limited
Partnerships.  The intent of the reporting fees is to offset (in part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited Partnerships. Due to the uncertainty of the collection of these fees,
the Partnership recognizes reporting fees collections are made.
 
 Amortization
 
 Acquisition
fees and costs are being amortized over 30 years using the straight-line method.
Amortization expenses are $0 and $5,988 during the nine months ended December
31, 2009 and 2008, respectively.
 
 Impairment
 
 A loss in
value of an investment in a Local Limited Partnership other than a temporary
decline is recorded as an impairment loss.  Impairment is measured by
comparing the investment’s carrying amount to the sum of the total amount of the
remaining future Low Income Housing Tax Credits estimated to be allocated to the
Partnership and the estimated residual value of the investment.  For
the six months ended December 31, 2009 and 2008 impairment expense related to
investments in Local Limited Partnerships was $0 and $1,507,501,
respectively.
 
 The
Partnership also evaluates its intangibles for impairment in connection with its
investments in Local Limited Partnerships.  Impairment on intangibles
is measured by comparing the investments carrying amount after impairment and
the related intangible assets to the sum of the total of the remaining Low
Income Housing Tax Credits allocated to the Partnership and the estimated
residual value of the investment.  No impairment loss was recorded on
the related intangibles during the periods presented.
 
 In
previous periods, when the value of the Partnership’s investment in a Local
Limited Partnership had been reduced to zero, the respective net acquisition
fees and costs component of investments in Local Limited Partnerships was
impaired.
 
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS
 
 As of the
periods presented, the Partnership owns Local Limited Partnership interests in
fifteen Local Limited Partnerships. All of these Local Limited Partnership’s own
one Housing Complex consisting of an aggregate of 552 apartment units. The Local
General Partners of the Local Limited Partnerships manage the day to day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership.  The Partnership, as
a Limited Partner, is generally entitled to 99%, as specified in the Local
Limited Partnership governing agreements, of the operating profits and losses,
taxable income and losses, and Low Income Housing Tax Credits of the Local
Limited Partnerships.
 
 The
following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented below:
  12
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 For
      the Nine Months Ended
                December
      31, 2009
              
              
              For
      the Year Ended
                March
      31, 2009Investments
      per balance sheet, beginning of period
              
              $
              -
              
              
              $
              1,740,459Equity
      in losses of Local Limited Partnerships
              
              
              -
              
              
              
              (179,270
              )Distributions
      received from Local Limited Partnerships
              
              
              -
              
              
              
              (39,570
              )Impairment
              
              
              -
              
              
              
              (1,513,635
              )Amortization
      of capitalized acquisition fees and costs
              
              
              -
              
              
              
              (7,984
              )Investments
      per balance sheet, end of period
              
              $
              -
              
              
              $
              -
 
 Selected
financial information for the nine months ended December 31, 2009 and 2008 from
the unaudited combined condensed financial statements of the Local Limited
Partnerships in which the partnership has invested is as follows:
 
 
 COMBINED
      CONDENSED STATEMENTS OF OPERATIONS2009
              
              
              2008Revenue
              
              $
              2,701,000
              
              
              $
              3,001,000Expenses:Operating
      expenses
              
              
              1,959,000
              
              
              
              2,183,000Interest
      expense
              
              
              540,000
              
              
              
              581,000Depreciation
      and amortization
              
              
              777,000
              
              
              
              836,000Total
      expenses
              
              
              3,276,000
              
              
              
              3,600,000Net
      loss
              
              
              (575,000
              )
              
              
              (599,000
              )Net
      loss allocable to the Partnership
              
              $
              (569,000
              )
              
              $
              (593,000
              )Net
      loss recorded by the Partnership
              
              $
              -
              
              
              $
              (44,000
              )
 
 Certain
Local Limited Partnerships have incurred significant operating losses and/or
have working capital deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership may be required to sustain operations of such
Local Limited Partnerships.  If additional capital contributions are
not made when they are required, the Partnership's investments in certain of
such Local Limited Partnerships could be impaired, and the loss and recapture of
the related Low Income Housing Tax Credits could occur.
 
  13
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  NOTE 3 - RELATED PARTY
TRANSACTIONS
 
 Under the
terms of the Partnership Agreement, the Partnership has paid or is obligated to
the General Partner or its affiliates for the following items:
 
 (a)
              Acquisition
      fees of up to 9% of the gross proceeds from the sale of Partnership Units
      as compensation for services rendered in connection with the acquisition
      of Local Limited Partnerships.  At the end of all periods
      presented, the Partnership incurred acquisition fees of
      $1,620,000.  Accumulated amortization of these capitalized costs
      was $1,620,000 as of December 31, 2009 and March 31, 2009,
      respectively.
 
 (b)
              Reimbursement
      of costs incurred by the General Partner or an affiliate in connection
      with the acquisition of Local Limited Partnerships.  These
      reimbursements have not exceeded 1.5% of the gross proceeds.  As
      of the end of all periods presented, the Partnership incurred acquisition
      costs of $194,019, which have been included in investments in Local
      Limited Partnerships.  Accumulated amortization was $194,019 as
      of ended December 31, 2009 and March 31,
2009.
 
 (c)
              An
      annual asset management fee equal to 0.5% of the invested assets of the
      Partnership, as defined.  “Invested Assets” means the sum of the
      Partnership’s investment in Local Limited Partnership interests and the
      Partnership’s Allocable share of mortgage loans on and other debts related
      to the Housing Complexes owned by such Local Limited
      Partnerships.  Fees of $121,005 and $134,190 were incurred
      during the nine months ended December 31, 2009 and 2008,
      respectively.  The Partnership paid the General Partners and or
      their affiliates $45,000 and $25,000 of those fees during each of the nine
      months ended December 31, 2009 and 2008,
  respectively.
 
 (d)
              Subordinated
      Disposition Fee.  A subordinated disposition fee is an amount
      equal to 1% of the sales price of real estate sold.  Payment of
      this fee is subordinated to the Limited Partners receiving a preferred
      return of 16% through December 31, 2003 and 6% thereafter (as defined in
      the Partnership Agreement) and is payable only if the General Partner or
      its affiliates render services in the sales effort.  No such
      fees were earned during the periods
presented.
 
 (e)
              The
      Partnership reimburses the General Partner or its affiliates for operating
      expenses incurred by the Partnership and paid for by the General Partner
      or its affiliates on behalf of the Partnership. Operating expense
      reimbursements were $37,268 and $31,237 during the nine months ended
      December 31, 2009 and 2008,
respectively.
 
 The
accrued fees and expenses due to the General Partners and/or its affiliates
consist of the following at:
 
 December
      31, 2009
              
              
              March
      31, 2009Expenses
      paid by the General Partners or affiliates
                on
      behalf of the Partnership
              
              $
              36,266
              
              
              $
              2,666Accrued
      asset management fees
              
              
              2,019,099
              
              
              
              1,943,094Total
              
              $
              2,055,365
              
              
              $
              1,945,760
 
 The
General Partners and/or its affiliates do not anticipate that these accrued fees
will be paid in full until such time as capital reserves are in excess of future
foreseeable working capital requirements of the Partnership.
 
  14
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (Unaudited)
  
 NOTE 4 – SUBSEQUENT
EVENTS
 
 Events
that occur after the balance sheet date but before the financial statements were
available to be issued must be evaluated for recognition or disclosure. The
effects of subsequent events that provide evidence about conditions that existed
at the balance sheet date are recognized in the accompanying financial
statements. Subsequent events, which provide evidence about conditions that
existed after the balance sheet date, require disclosure in the accompanying
notes. Management evaluated the activity of the Partnership through (FILING
DATE) and concluded that no subsequent events have occurred that would require
recognition in the financial.
  15
  Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
 
 Forward
Looking Statement
 
 With the
exception of the discussion regarding historical information, this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
other discussions elsewhere in this Form 10-Q contain forward looking
statements.  Such statements are based on current expectations subject
to uncertainties and other factors which may involve known and unknown risks
that could cause actual results of operations to differ materially from those
projected or implied.  Further, certain forward-looking statements are
based upon assumptions about future events which may not prove to be
accurate.
 
 Risks and
uncertainties inherent in forward looking statements include, but are not
limited to, the Partnership future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the Low Income Housing Tax
Credit property market and the economy in general, as well as legal
proceedings.  Historical results are not necessarily indicative of the
operating results for any future period.
 
 Subsequent
written and oral forward looking statements attributable to the Partnership or
persons acting on its behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-Q and in other reports filed with the
Securities and Exchange Commission.  The following discussion should
be read in conjunction with the condensed unaudited financial statements and the
notes thereto included elsewhere in this filing.
 
 The
following discussion and analysis compares the results of operations for the
three and nine months ended December 31, 2009 and 2008, and should be read in
conjunction with the combined condensed unaudited financial statements and
accompanying notes included within this report.
 
 Financial
Condition
 
 The
Partnership’s assets at December 31, 2009 consisted of $169,000 in cash.
Liabilities at December 31, 2009 consisted of $2,055,000 of accrued annual
management fees and amount due for expenses paid by the General Partner and/or
its affiliates.
 
 Results
of Operations
 
 Three Months Ended December 31, 2009
Compared to Three Months Ended December 31, 2008.The
Partnership’s net loss for the three months ended December 31, 2009 was
$(74,000), reflecting a decrease of $1,000 from the $(75,000) net loss for the
three months ended December 31, 2008.The decrease in net loss
was primarily due to the $(30,000) increase in legal and accounting fees due to
a timing issue of the accounting work being performed. The impairment loss
decreased by $6,000 compared to the three months ended December 31, 2008. The
investment balance was impaired to zero in the prior year as the Local Limited
Partnerships were considered not to have any residual value. Therefore, there
was no impairment to record in the three months ended December 31,
2009.  There was also a $4,000 decrease in asset management fees.
These fees are calculated based on the invested assets, which decreased with the
disposition of three Local Limited Partnerships late in the prior
year.  As Local Limited Partnerships are sold the invested assets
decrease, thereby decreasing the asset management fees
incurred.  Amortization expense decreased by $2,000 as all of the
acquisition fees and costs were written off during the year ended March 31, 2009
when the investment balance was reduced to zero. There were also a $15,000
decrease from equity in losses of Local Limited Partnerships, and a $4,000
decrease in other operating expenses. The investment balance was reduced to zero
during the year ended March 31, 2009, therefore no further losses can be
recorded.
  16
  Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued
 
 Nine Months Ended December 31, 2009
Compared to Nine Months Ended December 31, 2008 The Partnership’s net
loss for the nine months ended December 31, 2009 was $(176,000), reflecting a
decrease of $1,515,000 from the $(1,691,000) net loss for the six months ended
December 31, 2008.The
decrease in net loss was largely due to the $1,508,000 decrease in impairment
loss.  The investment balance was impaired to zero in the prior year
as the Local Limited Partnerships were considered not to have any residual
value. Therefore, there was no impairment to record in the current year. There
was also a $13,000 decrease in asset management fees. These fees are calculated
based on the invested assets, which decreased with the disposition of three
Local Limited Partnerships late in the prior year.  As Local Limited
Partnerships are sold the invested assets decrease, thereby decreasing the asset
management fees incurred.  Amortization expense decreased by $6,000 as
all of the acquisition fees and costs were written off during the year ended
March 31, 2009 when the investment balance was reduced to zero. Total operating
income increased by $5,000 due to the fact that Local Limited Partnerships pay
reporting fees and distribution income to the Partnership when the Local Limited
Partnership’s cash flow will allow for the payment. The decrease in loss from
operation was offset by a $(65,000) increase in legal and accounting fees due to
a timing issue of the accounting work being performed. There was also a $44,000
decrease from equity in losses of Local Limited Partnerships. The investment
balance was reduced to zero during the year ended March 31, 2009, therefore no
further losses can be recorded.
 
 Liquidity
and Capital Resources
 
 Nine Months Ended December 31, 2009
Compared to Nine Months Ended December 31, 2008.Net cash used during the
nine months ended December 31, 2009 was $(66,000) compared to net cash used
during the nine months ended December 31, 2008 of $(8,000).  The
$(58,000) increase in net change in cash was primarily due to the fact that the
Partnership paid $(45,000) of accrued asset management fees to the General
Partner or its affiliates along with $(37,000) paid to the General Partner for
reimbursements of expenses paid by the General Partner on behalf of the
Partnership, compared to $(25,000) and $(35,000), respectively, for the nine
months ended December 31, 2008. In addition, distributions received from Local
Limited Partnership decreased by $(40,000), which was offset by an increase of
$5,000 in reporting fees for the nine months ended December 31, 2009 compared to
the nine months ended December 31, 2008.
 
 During
the nine months ended December 31, 2009, accrued payables, which consist
primarily of asset management fees to the General Partner or affiliates,
increased by $110,000.  The General Partner does not anticipate that
these accrued fees will be paid in full until such time as capital reserves are
in excess of future foreseeable working capital requirements of the
partnership.
 
 The
Partnership expects its future cash flows, together with its net available
assets as of December 31, 2009, to be insufficient to meet all currently
foreseeable future cash requirements. Associates has agreed to continue
providing advances sufficient enough to fund the operations and working capital
requirements of the Partnership through February 28, 2011.
 
 Recent
Accounting Changes
 
 The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns. The Partnership’s
federal tax status as a pass-through entity is based on its legal status as a
partnership. Accordingly, the Partnership is not required to take any tax
positions in order to qualify as a pass-through entity. The Partnership is
required to file and does file tax returns with the Internal Revenue Service and
other taxing authorities. Accordingly, these financial statements do not reflect
a provision for income taxes and the Partnership has no other tax positions
which must be considered for disclosure.   17
 In
September 2006, the Financial Accounting Standards Board ("FASB") issued GAAP
for Fair Value Measurements, which defines fair value, establishes a framework
for measuring fair value and expands disclosure about fair value measurements.
This guidance is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and shall be applied prospectively except for
very limited transactions.  In February 2008, the FASB delayed for one year
implementation of the guidance as it pertains to certain non-financial assets
and liabilities  The Partnership does not anticipate this guidance to have
a material impact on the Partnership’s financial statements.
 
 In April
2009, the FASB issued GAAP for Interim Disclosures about Fair Value of Financial
Instruments.  This requires disclosure about the method and
significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It was effective for the Partnership as of June 30, 2009
and has no impact on the Partnership’s financial condition or results of
operations.
 
 In May
2009, the FASB issued GAAP for Subsequent Events. It establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  It is effective for the Partnership as of September 30,
2009, and has no material impact on the Partnership’s financial condition or
results of operations.
 
 In
November 2008, the FASB issued GAAP on Equity Method Investment Accounting
Considerations, which clarifies the accounting for how to account for certain
transactions and impairment considerations involving equity method
investments.   This guidance is effective in fiscal years beginning on
or after December 15, 2008, and interim periods within those fiscal
years. The Partnership adopted the guidance for the interim quarterly period
beginning April 1, 2009. The impact of adopting it does not have a material
impact on the Partnership’s financial condition or results of
operations.
 
 In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to havea material effect on the
Partnership’s financial statements.
 
 In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the single
source of authoritative accounting principles recognized by the FASB to be
applied by non-governmental entities in the preparation of financial statements
in conformity with U.S. generally accepted accounting principles (GAAP). 
The Codification is intended to reorganize, rather than change, existing
GAAP.  Accordingly, all references to currently existing GAAP have been
removed and have been replaced with plain English explanations of the
Partnership’saccounting
policies.  The adoption of the Codification did not have a material impact
on the Partnership’s financial position or results of
operations.
  18
  Item
3. Quantitative and Qualitative Disclosures About Market Risks
 
 NOT
APPLICABLE
 
 Item
4T. Controls and Procedures
 
 (a)           Disclosure controls and
procedures
 
 As of the
end of the period covered by this report, the Partnership’s General Partner,
under the supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer of Associates, carried out an evaluation of the
effectiveness of the Partnership’s “disclosure controls and procedures” as
defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this report, the
Partnership’s disclosure controls and procedures were not effective to ensure
that material information required to be disclosed in the Partnership’s periodic
report filings with SEC is recorded, processed, summarized and reported within
the time period specified by the SEC’s rules and forms, consistent with the
definition of “disclosure controls and procedures” under the Securities Exchange
Act of 1934.
 
 The
Partnership must rely on the Local Limited Partnerships to provide the
Partnership with certain information necessary to the timely filing of the
Partnership’s periodic reports. Factors in the accounting at the Local Limited
Partnerships have caused delays in the provision of such information during past
reporting periods, and resulted in the Partnership’s inability to file its
periodic reports in a timely manner.
 
 Once the
Partnership has received the necessary information from the Local Limited
Partnerships, the Chief Executive Officer and the Chief Financial Officer of
Associates believe that the material information required to be disclosed in the
Partnership’s periodic report filings with SEC is effectively recorded,
processed, summarized and reported, albeit not in a timely manner. Going
forward, the Partnership will use the means reasonably within its power to
impose procedures designed to obtain from the Local Limited Partnerships the
information necessary to the timely filing of the Partnership’s periodic
reports.
 
 (b)           Changes in internal
controls
 
 There
were no changes in the Partnership’s internal control over financial reporting
that occurred during the quarter ended December 31, 2009 that materially
affected, or are reasonably likely to materially affect, the Partnership’s
internal control over financial reporting.
 
 Part
II.                      Other
Information
 
 Item
1.                      Legal
Proceedings
 
 NONE
 
 Item
2.                      Unregistered
Sales of Equity Securities and Use of Proceeds
 
 NONE
 
 Item
3.                      Defaults
Upon Senior Securities
 
 NONE
 
  19
  Item
4.                      Submission
of Matters to a Vote of Security Holders
 
 NONE
 
 Item
5.                      Other
Information
 
 NONE
 
 Item
6.  Exhibits
 
 31.1
              Certification
      of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as
      adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2002.  (filed herewith)
 
 
 31.2
              Certification
      of the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14, as
      adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2002.  (filed herewith)
 
 32.1
              Section
      1350 Certification of the Chief Executive Officer.  (filed
      herewith)
 
 32.2
              Section
      1350 Certification of the Chief Financial Officer.  (filed
      herewith)
 
  20
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
 
 WNC
CALIFORNIA HOUSING TAX CREDITS III, L.P.
 
 By:  WNC
California Tax Credit Partners III General Partner
 
 By:  WNC
& Associates,
Inc.                                                      General
Partner
 
 
 
 
 By:  /s/ Wilfred N. Cooper
Jr.
 
 Wilfred
N. Cooper, Jr.
 President
and Chief Executive Officer of WNC & Associates, Inc.
 
 Date:  February
16, 2010
 
 
 
 
 By:  /s/ Melanie
Wenk
 
 Melanie
Wenk,
 Vice
President – Chief Financial Officer of WNC & Associates, Inc.
 
 Date:  February
16, 2010
 
 
 
 
 
 
 
  21