UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                   For the Fiscal Year ended December 31, 1998
                                       OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         Commission File Number 2-95449
                      NATIONAL PROPERTIES INVESTMENT TRUST
                   Formerly Richard Roberts Real Estate Growth
                Trust I (Exact name of registrant as specified in
                                  its charter)

         Massachusetts                                              06-6290322
         -------------                                              ----------
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                            Identification Number)
  
    P.O. Box 148 Canton Center,  CT                                 06020
    -------------------------------                                 -----
(Address of Principal Executive Offices)                        (Zip Code)

        Registrant's Telephone Number, Including Area Code: (860) 693-9624

Securities registered pursuant to Section 12 (b) of the Act:      None
Securities registered pursuant to Section 12 (g) of the Act:Shares of Beneficial
Interest No Par Value

     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
filing requirements for the past 90 days. Yes X No

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

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 15, 1999:  Shares of Beneficial  Interest  without
par value $76,313 *

     Documents Incorporated by Reference: None

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date: Not Applicable

     * As no established  public  trading market exists,  a value of $0.121 (the
approximate  Net Asset Value as of December 31, 1998) has been  ascribed for the
purpose of this calculation.

                                                  

<PAGE>
                                     PART I

ITEM 1.     BUSINESS.

NATIONAL PROPERTIES  INVESTMENT TRUST (the "Trust") was organized on January 16,
1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust changed its
name from Richard  Roberts Real Estate Growth Trust I to its current  name.  The
Trust has made for 1997 and  prior  years,  and  intends  to make for  1998,  an
election to file as a real estate  investment  trust "REIT" under the provisions
of the Internal  Revenue Code and intends to maintain  this status as long as it
will benefit the Trust's shareholders.

Since  inception,  the Trust has invested  directly in equity  interests in five
commercial   properties  in  the  United  States,  which  have  income-producing
capabilities,  four of which have been lost to foreclosure and the last property
was sold on December  31,  1997.  The Trust has  experienced  a loss of 222,583,
income of $1,067,259  and a loss of $18,598 for fiscal years ended  December 31,
1998,  1997 and 1996,  respectively.  The Trust  considers  its  business  to be
operating in one industry segment, investment in real property.

On  December  31,  1997,  the  Trust,  sold  its sole  real  estate  asset  (the
"Property")  to a newly formed real estate  investment  trust  company,  Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000 shares of the common stock of the New REIT pursuant to a Contribution and
Exchange  Agreement,  dated August 11, 1997,  as amended,  among the Trust,  the
Board of Trustees of the Trust, New REIT and certain affiliated  partnerships or
limited  liability  companies   associated  with  a  private  real  estate  firm
controlled  by Philip  Pilevsky and certain  partners  and members  thereof (the
"Contribution and Exchange Agreement").  Soon after the issuance of the New REIT
stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The
New REIT  indirectly  owns ten shopping  center  properties  in the New England,
Mid-Atlantic  and  Southeast  regions  of the  United  States.  New  REIT is not
affiliated  with the Trust or the  Trustees  of the Trust and the sale price for
the Property was determined by  arm's-length  negotiations  between the parties.
The Property is an  approximately  38,125 square foot shopping center located in
Lake  Mary,  Florida  and,  as of the  date of  sale,  was  100%  occupied.  The
consummation of the  transactions  contemplated by the Contribution and Exchange
Agreement, including the sale of the Property, was approved by a majority of the
shareholders  of the Trust at its special  meeting  held on December  30,  1997.
499,097 of the 747,553  shares  entitled to vote at such  meeting  approved  the
transaction proposal, with 13,219 opposed and 10,624 abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the Common
Stock of New REIT plus the assumption of its first  mortgage.  The total selling
price was $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of the New
REIT Common Stock were  distributed  to the Trust  shareholders  on December 31,
1997 and  approximately  20,256 of such  shares  were  distributed  to the Trust
shareholders on January 7, 1998 (representing in the aggregate not less than 75%
of the Common  Stock  received by the Trust).  The  remaining  8,000 shares were
retained by the Trust and any  distributions  on the shares or net proceeds from
the sale of the  shares  will be  available  to the  Trust for  working  capital
purposes.  The New REIT stock  split 1.706 to 1 and the Trust was issued a total
of  13,348  on May 8,  1998.  The  Trust is  contingently  liable  on the  first
mortgage.

The Trust  during  1998,  has sold all  13,648  shares  that it owned in Philips
International Realty Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.  Substantially  all of the Trust's assets were held
as cash as of December 31, 1998.  The Trust does not currently own any operating
assets. The Trust is contractually  bound to operate for one year until December
31, 1998. The Trustees of the Trust are investigating new properties as possible
acquisitions for the Trust. Very preliminary negotiations are currently underway
with a potential merger  candidate.  Should the Trust be unable to acquire a new
property(ies) by the end of 1999, the Trustees will evaluate their options as to
the best course of action for the Trust and will  liquidate the Trust if it were
to lose its REIT status.


ITEM 2.     PROPERTIES.

The Shoppes at Lake Mary (Lake Mary, Florida)

On March 31, 1986, the Trust purchased The Shoppes at Lake Mary, a 38,125 square
foot  neighborhood  strip  shopping  center located on 4.7 acres of land in Lake
Mary,  Florida,  from an unaffiliated entity for $3,200,000 in cash. The Shoppes
at Lake Mary is a two-story  shopping center and office  facility  consisting of
three buildings and a parking lot with 191 parking spaces.  Lake Mary is located
in Seminole County, Florida, slightly north and to the east of Orlando.

On  December  31,  1997,  the  Trust,  sold  its sole  real  estate  asset  (the
"Property")  to a newly formed real estate  investment  trust  company,  Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000 shares of the common stock of the New REIT pursuant to a Contribution and
Exchange  Agreement,  dated August 11, 1997,  as amended,  among the Trust,  the
Board of Trustees of the Trust, New REIT and certain affiliated  partnerships or
limited  liability  companies   associated  with  a  private  real  estate  firm
controlled  by Philip  Pilevsky and certain  partners  and members  thereof (the
"Contribution and Exchange Agreement").  Soon after the issuance of the New REIT
stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The
New REIT  indirectly  owns ten shopping  center  properties  in the New England,
Mid-Atlantic  and  Southeast  regions  of the  United  States.  New  REIT is not
affiliated  with the Trust or the  Trustees  of the Trust and the sale price for
the Property was determined by  arm's-length  negotiations  between the parties.
The Property is an  approximately  38,125 square foot shopping center located in
Lake Mary, Florida and, as of the date of sale, was 100% occupied.

The Trust  during  1998,  has sold all  13,648  shares  that it owned in philips
international Realty Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.  Substantially  all of the Trust's assets were held
as cash as of December 31, 1998.  The Trust does not currently own any operating
assets. The Trust is contractually  bound to operate for one year until December
31, 1998. The Trustees of the Trust are investigating new properties as possible
acquisitions for the Trust. Very preliminary negotiations are currently underway
with a potential merger  candidate.  Should the Trust be unable to acquire a new
property(ies) by the end of 1999, the Trustees will evaluate their options as to
the best course of action for the Trust and will  liquidate the Trust if it were
to lose its REIT status.


ITEM 3.     LEGAL PROCEEDINGS.

A lawsuit  has been  brought  by a  successor  of the  former  Advisor  ("Former
Advisor")  in the State of  Connecticut  against  the  Trust,  Peter  Stein (the
Managing Trustee of the Trust)  individually,  and First Investment  Properties,
Inc.  (a former  Advisor of the Trust) for  $105,000  plus  interest,  costs and
attorney's  fees.  The suit  contends  that the Trust  assumed and  ratified the
contract between First Investment  Properties,  Inc., which succeeded the Former
Advisor as Advisor.  The Trust  contends it was never party to the  contract and
intends to vigorously  defend these actions which it considers  groundless.  The
ultimate  resolution  of these  matters is not  ascertainable  at this time.  No
provision has been made in the financial statements related to these claims. The
suit is currently in the discovery phase and has not been set to go to trial.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL INTEREST.

A  special  meeting  was  held  on  December  30,  1997.  At this  meeting,  the
shareholders  of the Trust voted to approve the acceptance of the  "Contribution
and Exchange Agreement" between National Properties Investment Trust and the New
REIT,  which agreement had been approved by the Trustees of the Trust in August,
1997 for the sale of the Lake Mary  property and approve  certain  amendments to
the Restated  Declaration of Trust of National Properties  Investment Trust, and
both  proposals  were approved by a majority of the  shareholders  of the Trust.
499,097 of the 747,553  shares  entitled to vote at such  meeting  approved  the
transaction proposal, with 13,219 opposed and 10,624 abstaining.

An annual meeting of the  shareholders was not held during 1997. The Declaration
of Trust of National  Properties  Investment Trust requires an annual meeting to
be held within six months of the Trust's year end.

The annual meeting of shareholders was held May 29, 1998 and the shareholders of
the Trust reelected the Trustees of the Trust and voted to amend the Declaration
of Trust and ratify the following:  In accordance with the Declaration of Trust,
the Trustees  have approved  amending the Trusts  Declaration  of Trust,  to the
following  effect,  and recommend that the  Shareholders  approve and ratify the
same:  (i) to  confirm  self-management  of the Trust by the  Trustees,  and the
Managing  Trustee and such  officers as the  Trustees  may appoint  acting under
their direction,  (ii) to substitute for provisions  contemplating a finite life
of the Trust and  self-liquidation  upon sale of the  Trust's  last real  estate
asset, provision for perpetual life of the Trust until terminated by action of a
majority  in  interest  of the  Shareholders,  and (iii) to broaden  the Trust's
investment  guidelines and remove certain  investment  restrictions  in order to
give the Trustees greater  flexibility in managing the Trust's  remaining assets
for maximum realization of value in the Trust,  subject always to the purpose of
the Trust to operate so as to qualify as a real estate  investment  trust within
the meaning of the Internal Revenue Code.




                                     PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                   STOCKHOLDER MATTERS.

The Trust was engaged in a public offering through April 30, 1987. The Trust has
the  authority  to issue  unlimited  number of shares  of  Beneficial  Interest,
without par value. There is no established public trading market for the Trust's
shares. The Trust had 1,691 shareholders of record at March 15, 1999.

The  Trusts  old  CUSIP  number  was  763-077-104  and its new  CUSIP  number is
637-255-100.

On  December  31,  1997,  the  Trust,  sold  its sole  real  estate  asset  (the
"Property")  to a newly formed real estate  investment  trust  company,  Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000 shares of the common stock of the New REIT pursuant to a Contribution and
Exchange  Agreement,  dated August 11, 1997,  as amended,  among the Trust,  the
Board of Trustees of the Trust, New REIT and certain affiliated  partnerships or
limited  liability  companies   associated  with  a  private  real  estate  firm
controlled  by Philip  Pilevsky and certain  partners  and members  thereof (the
"Contribution and Exchange Agreement").  Soon after the issuance of the New REIT
stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The
New REIT  indirectly  owns ten shopping  center  properties  in the New England,
Mid-Atlantic  and  Southeast  regions  of the  United  States.  New  REIT is not
affiliated  with the Trust or the  Trustees  of the Trust and the sale price for
the Property was determined by  arm's-length  negotiations  between the parties.
The Property is an  approximately  38,125 square foot shopping center located in
Lake  Mary,  Florida  and,  as of the  date of  sale,  was  100%  occupied.  The
consummation of the  transactions  contemplated by the Contribution and Exchange
Agreement, including the sale of the Property, was approved by a majority of the
shareholders  of the Trust at its special  meeting  held on December  30,  1997.
499,097 of the 747,553  shares  entitled to vote at such  meeting  approved  the
transaction proposal, with 13,219 opposed and 10,624 abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the Common
Stock of New REIT plus the assumption of its first  mortgage.  The total selling
price was $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of the New
REIT Common Stock were  distributed  to the Trust  shareholders  on December 31,
1997 and  approximately  20,256 of such  shares  were  distributed  to the Trust
shareholders on January 7, 1998 (representing in the aggregate not less than 75%
of the Common  Stock  received by the Trust).  The  remaining  8,000 shares were
retained by the Trust and any  distributions  on the shares or net proceeds from
the sale of the  shares  will be  available  to the  Trust for  working  capital
purposes.  The New REIT stock  split 1.706 to 1 and the Trust was issued a total
of  13,348  on May 8,  1998.  The  Trust is  contingently  liable  on the  first
mortgage.

The Trust  during  1998,  has sold all  13,648  shares  that it owned in Philips
International Realty Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.  Substantially  all of the Trust's assets were held
as cash as of December 31, 1998.  The Trust does not currently own any operating
assets. The Trust is contractually  bound to operate for one year until December
31, 1998. The Trustees of the Trust are investigating new properties as possible
acquisitions for the Trust. Very preliminary negotiations are currently underway
with a potential merger  candidate.  Should the Trust be unable to acquire a new
property(ies) by the end of 1999, the Trustees will evaluate their options as to
the best course of action for the Trust and will  liquidate the Trust if it were
to lose its REIT status.

The Trust declared and paid cash  distributions on a monthly basis from February
1986 through  September  1988. On April 11, 1989,  the Trustees voted to suspend
the quarterly shareholders' dividend indefinitely,  effective with the scheduled
distribution  for the first quarter of 1989.  This decision was predicated  upon
the desire to direct all available  funds into property  operations.  A one-time
dividend  was  declared  in January  1996,  paid in  February  1996,  payable to
shareholders  of record as of  September  30,  1995,  of $0.05 per  share.  This
dividend was a return of capital to the shareholders.  The dividend was declared
by the sole vote of the Managing  Trustee  (See Item 13 - Certain  Relationships
and Related  Transactions).  The Trust declared and paid a property  dividend on
December 31, 1997, payable to the shareholders of record as of December 4, 1997,
of 3,744 shares Philips  International  Realty Corp.  common stock. The dividend
had an  approximate  value of $0.25 per  share.  The Trust  declared  and paid a
property  dividend on January 7, 1998,  payable to the shareholders of record as
of December 4, 1997, of 20,256 shares Philips  International Realty Corp. common
stock. The dividend had an approximate value of $1.35 per share.

The Trust has made for prior years, and intends to make for 1998, an election to
file as a real estate  investment trust (REIT) for federal tax purposes,  and if
so  qualified,  will not be  taxed  on  earnings  distributed  to  shareholders.
Dividends to shareholders  will be taxable dividends to the extent the Trust has
taxable  income.  Dividends  in excess  of  taxable  income  will be a return of
capital to the shareholders.

<PAGE>




ITEM 6.     SELECTED FINANCIAL DATA.

The following table summarizes certain selected financial data for the Trust for
the years ended December 31, 1998, 1997, 1996, 1995 and 1994, and should be read
in conjunction with the accompanying financial statements.
<TABLE>

-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
<S>                                   <C>              <C>               <C>              <C>               <C> 
Statement of Operations:                    1998             1997              1996             1995              1994
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Gross Rental Income                            $    -        $ 350,302        $ 340,768         $ 311,383       $  293,882
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Net Income (Loss) From
Property Operations (2&3)                           -          (39,765)         (20,187)           32,192         (272,220)
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Interest & Dividend Income                      3,565              656            1,589             1,260            -
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Gain (Loss) Due to
Disposition of Assets &
Loss Revenue (5) (6)                         (226,148)       1,106,368                -                 -            -
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Net Income (Loss)                            (222,583)       1,067,259          (18,598)           33,452         (272,220)
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Per Share Data:
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Net Income (Loss) (1)                          (0.30)            1.45            (0.03)             0.05            (0.39)
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Distributions Declared                          1.35             0.25             0.05              0.00             0.00
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Weighted Average Number
of Shares of Beneficial
Interest Outstanding (1)                      747,528          735,288          718,496           718,649          693,436
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Balance Sheet:
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Total Assets (2,3,4&5)                        102,818        1,452,115        1,050,867         1,102,288        1,014,331
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Mortgage Loans Payable
(2,3&5)                                   -          -               -          571,258           598,353          398,606
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
Shareholder's Equity                           85,798        1,321,964          405,681           460,618          386,800
-------------------------------------- ---------------- ---------------- ----------------- ---------------- -----------------
<FN>

(1)   Earnings (Loss) per Share of Beneficial Interest are computed based on the
      weighted  average  number  of Shares of  Beneficial  Interest  outstanding
      during the period.
(2)   On November  30,  1993,  the Trust  borrowed  $400,000 to  extinguish  old
      payables, pay delinquent real estate taxes and accumulate working capital.
      The Shoppes at Lake Mary were pledged as collateral for this loan.
(3)   On May 4, 1994, the Trust borrowed $25,000 to accumulate  working capital.
      The Shoppes at Lake Mary were pledged as collateral for this loan.
(4)   On October  26,  1995,  the Trust  borrowed  $600,000  to  extinguish  the
      mortgage  payable,  make capital and tenant  improvements,  pay delinquent
      real estate taxes,  accumulate working capital and to provide funds to pay
      a one-time  dividend.  The Shoppes at Lake Mary were pledged as collateral
      for this loan.
(5)   On December 31, 1997,  the Trust sold its sole  remaining real property in
      exchange for 32,000 shares of Philips  International  Realty Corp.  common
      stock and the assumption of the 1st mortgage of $546,940.

(6)   The loss for 1998 is comprised of a loss from  discontinued  operations
      of $47,628 and a loss from the sale of investments of $178,520.
</FN>
</TABLE>




<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

At December  31, 1998,  the Trust has cash of  approximately  $98,523,  which is
comprised almost entirely of proceeds from the sale of investments.

On  December  31,  1997,  the  Trust,  sold  its sole  real  estate  asset  (the
"Property")  to a newly formed real estate  investment  trust  company,  Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000 shares of the common stock of the New REIT pursuant to a Contribution and
Exchange  Agreement,  dated August 11, 1997,  as amended,  among the Trust,  the
Board of Trustees of the Trust, New REIT and certain affiliated  partnerships or
limited  liability  companies   associated  with  a  private  real  estate  firm
controlled  by Philip  Pilevsky and certain  partners  and members  thereof (the
"Contribution and Exchange Agreement").  Soon after the issuance of the New REIT
stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The
New REIT  indirectly  owns ten shopping  center  properties  in the New England,
Mid-Atlantic  and  Southeast  regions  of the  United  States.  New  REIT is not
affiliated  with the Trust or the  Trustees  of the Trust and the sale price for
the Property was determined by  arm's-length  negotiations  between the parties.
The Property is an  approximately  38,125 square foot shopping center located in
Lake  Mary,  Florida  and,  as of the  date of  sale,  was  100%  occupied.  The
consummation of the  transactions  contemplated by the Contribution and Exchange
Agreement, including the sale of the Property, was approved by a majority of the
shareholders  of the Trust at its special  meeting  held on December  30,  1997.
499,097 of the 747,522  shares  entitled to vote at such  meeting  approved  the
transaction proposal, with 13,219 opposed and 10,624 abstaining.

The Trust exchanged its sole real estate holding for 32,000 shares of the Common
Stock of New REIT plus the assumption of its first  mortgage.  The total selling
price was $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of the New
REIT Common Stock were  distributed  to the Trust  shareholders  on December 31,
1997 and  approximately  20,256 of such  shares  were  distributed  to the Trust
shareholders on January 7, 1998 (representing in the aggregate not less than 75%
of the Common  Stock  received by the Trust).  The  remaining  8,000 shares were
retained by the Trust and any  distributions  on the shares or net proceeds from
the sale of the  shares  will be  available  to the  Trust for  working  capital
purposes.  The New REIT stock  split 1.706 to 1 and the Trust was issued a total
of  13,348  on May 8,  1998.  The  Trust is  contingently  liable  on the  first
mortgage.

The Trust  during  1998,  has sold all  13,648  shares  that it owned in philips
international Realty Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.  Substantially  all of the Trust's assets were held
as cash as of December 31, 1998.  The Trust does not currently own any operating
assets. The Trust is contractually  bound to operate for one year until December
31, 1998. The Trustees of the Trust are investigating new properties as possible
acquisitions for the Trust. Very preliminary negotiations are currently underway
with a potential merger  candidate.  Should the Trust be unable to acquire a new
property(ies) by the end of 1999, the Trustees will evaluate their options as to
the best course of action for the Trust and will  liquidate the Trust if it were
to lose its REIT status.

The principal assets of the Trust consists of cash.


Results of Operations

         Year Ended December 31, 1998 compared to Year Ended December 31, 1997

For the year ended  December 31, 1998, the Trust reported no income or loss from
operations.  The Trust sold its sole remaining  operating  asset on December 31,
1997.  During 1998,  the Trust  incurred  $47,628 in general and  administrative
expenses  incurred in  administering  the Trust and for searching for new merger
candidates.  The Trust sold its  remaining  interest  in  Philips  International
Realty Corp. and had realized losses from the sale of investments of $178,520.


         Year Ended December 31, 1997 compared to Year Ended December 31, 1996

For the year  ended  December  31,  1997,  the  Trust  reported  a net loss from
property operations of $39,765, as compared to net loss from property operations
of $20,187 for the year ended December 31, 1996. Significant variances from 1996
are as follows;  the increase in gross rental income for the year ended December
31, 1997 is the result of  decreases  in  vacancies  resulting in an increase of
gross  rental of $5,641 and rent  escalations  resulting in an increase of gross
rental  income of $10,586  and a  decrease  in gross  rental  income due to rent
concessions of $6,693.  Rental expenses  increased by $23,774 for the year ended
December  31,  1997 as a result of the  write-off  of the  remaining  balance of
capitalized loan origination costs of $7,478, increase in depreciation of $4,133
as a result of the new sewer  construction  and  improvements,  an  increase  in
property taxes of $7,104 over the prior year, and the write-off of the remaining
balance of capitalized leasing commissions of $5,531. General and administrative
expenses  increased by $5,338 for the year ended December 31, 1997 over the year
ended  December  31, 1996 due to  increases  in expenses  related to the Trust's
preparation   for  the  proposed  sale  of  $3,831,   decreases  in  travel  and
entertainment of $3,571,  and increases in health insurance  premiums of $6,095.
Also,  the Trust had net income of  $1,067,259  for the year ended  December 31,
1997,  compared to a net loss of $18,598 for the year ended  December  31, 1996.
The increase is the result of a gain on the sale of real estate of $1,106,368 on
December 31, 1997.

On  December  31,  1997,  the  Trust,  sold  its sole  real  estate  asset  (the
"Property") to a newly formed real estate investment trust company,  the Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000  shares of the Common Stock of New REIT plus the  assumption of its first
mortgage.  The total  selling  price was  $2,161,940,  resulting  in a gain of $
1,106,368.  3,744  shares of the New REIT Common Stock were  distributed  to the
Trust shareholders on December 31, 1997 and approximately  20,256 of such shares
were distributed to the Trust  shareholders on January 7, 1998  (representing in
the aggregate not less than 75% of the Common Stock received by the Trust).  The
remaining 8,000 shares are to be retained by the Trust and any  distributions on
the shares or net proceeds  from the sale of the shares will be available to the
Trust for working capital purposes.

The  Trust's  sole  remaining  substantial  asset  is  an  interest  in  Philips
International  Realty  Corp.  The Trust  does not  currently  own any  operating
assets. The Trust is contractually  bound to operate for one year until December
31,  1998.  The  Trustees of the Trust plan to  investigate  new  properties  as
possible acquisitions for the Trust. No potential properties are currently under
investigation.  Should the Trust be unable to acquire a new property(ies) by the
end of 1998,  the Trustees will evaluate  their options as to the best course of
action for the Trust.

Currently,  there is no agreement with regards to  compensation  of the Managing
Trustee  (See Item 13 - Certain  Relationships  and  Related  Transactions)  and
compensation  paid to the  Managing  Trustee  was  $48,000  for the  year  ended
December 31, 1997.


         Year Ended December 31, 1996 compared to Year Ended December 31, 1995

For the year  ended  December  31,  1996,  the  Trust  reported  a net loss from
property  operations  of  $20,187,  as  compared  to net  income  from  property
operations  of  $32,192  for the  year  ended  December  31,  1995.  Significant
variances from 1995 are as follows; repairs and maintenance expenses were higher
due to repairs  to the  sprinkler  system,  septic  system and air  conditioning
systems;  interest  expense  increased  due to the  refinancing  and  additional
borrowing on October 25, 1995;  property  management  costs  increased  due to a
monthly  Trustee fee paid to the Managing  Trustee as a result of the conversion
of  the  REIT  to a  self-managed  REIT;  Telephone  expenses  increased  due to
increased contact with  shareholders,  contact with contractors in Florida,  and
contacts by the Managing  Trustee when he is traveling;  and revenues  increased
due to increased occupancy and rent escalations.



<PAGE>



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





                                       NATIONAL PROPERTIES INVESTMENT TRUST

                                                       INDEX




     Independent Auditors' Reports

     Comparative Balance Sheet as of December 31, 1998 and 1997

     Comparative  Statement of Operations for the Years Ended December 31, 1998,
     1997 and 1996

     Comparative  Statement  of  Changes in  Shareholders'  Equity for the Years
     Ended December 31, 1998, 1997 and 1996

     Comparative  Statement of Cash Flows for the Years Ended December 31, 1998,
     1997 and 1996

     Comparative  Schedule of Rental  Expenses for the Years Ended  December 31,
     1998, 1997 and 1996

     Notes to the Financial Statements

          Supplemental Financial Statement Schedules:

        None



         ---------------

         Schedules Not Filed:
         All schedules except,  those indicated above, have been omitted because
         either the required information is not applicable or the information is
         shown in the financial statements or notes thereto.


<PAGE>



                 [LETTERHEAD OF BERNARDI & COMPANY, LLC]
  





Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut  06020

We have audited the accompanying balance sheet of National Properties Investment
Trust  as of  December  31,  1998  and  1997,  and  the  related  statements  of
operations,  changes in shareholders' equity, and cash flows for the years ended
December  31,  1998,  1997  and  1996.   These  financial   statements  are  the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of National Properties Investment
Trust as of December 31, 1998 and 1997 and the results of its operations and its
cash flows for the years ended  December 31, 1998,  1997 and 1996 in  conformity
with  generally  accepted  accounting  principles.  Also  in  our  opinion,  the
financial statement schedule, when considered in relation to the basic financial
statements,  presents  fairly in all  material  respects the  information  shown
therein.

The accompanying financial statements have been prepared assuming that the Trust
will  continue  as a going  concern.  As  described  in Note 1 and Note 8 to the
financial  statements,  the Trust has sold its remaining operating assets, which
raise substantial doubt its ability to continue as a going concern. Management's
plans  regarding  those  matters  are also  described  in Note 8. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

March 12, 1999

Respectfully submitted,

/s/ Bernardi & Company


BERNARDI & COMPANY, LLC
Certified Public Accountants


<PAGE>
<TABLE>
<CAPTION>
                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                            COMPARATIVE BALANCE SHEET

                                                              December 31,
                                                          1998           1997
                                                          ----           ----

ASSETS
<S>                                                   <C>            <C>
  Investments in real estate and personal property    $    3,158     $    4,287
  Cash and cash equivalents                               98,523         32,171
  Receivables                                               --            1,314
  Investments                                               --        1,412,800
  Receivable from employee                                 1,137           -- 
  Deposits                                                  --            1,543 
                                                       ---------       --------

TOTAL ASSETS                                          $  102,818     $1,452,115
                                                      ==========     ==========


LIABILITIES:
  Accounts payable                                      $  5,657       $ 16,146
  Accrued expenses                                         2,182         15,609
  Due to shareholders                                        606           --  
  Prepaid rent and security deposits                       8,575          8,575
  Note payable                                              --           89,821
                                                       ---------      ---------

   Total Liabilities                                      17,020        130,151
                                                       ---------      ---------

SHAREHOLDERS' EQUITY:
  Shares of beneficial interest, no par value, unlimited
    authorization, shares issued and outstanding were
    747,503 in 1998 and 747,553 in 1997               11,790,407     11,791,190
  Accumulated deficit                                (11,704,609)   (10,469,226)
                                                       ---------      ---------

     Total Shareholders' Equity                           85,798      1,321,964
                                                       ---------      ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $   102,818    $ 1,452,115
                                                     ===========    ===========
</TABLE>
  The accompanying notes are an integral part of the financial statements.
<PAGE>


<TABLE>
<CAPTION>


                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                       COMPARATIVE STATEMENT OF OPERATIONS


                                               For the Years Ended December 31,
                                                  1998       1997        1996
                                                  ----       ----        ----

INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
      LAKE MARY REAL ESTATE:
<S>                                             <C>        <C>        <C>
 Gross rental income                            $    --    $ 350,302  $ 340,768
 Rental expenses                                     --     (265,552)  (241,778)
 General and administrative expenses              (47,628)  (124,515)  (119,177)
                                              ----------- ----------  ---------
   Net Income (Loss) from Property Operations     (47,628)   (39,765)   (20,187) 
                                              ----------- ----------  ---------


OTHER INCOME (EXPENSE):
 Interest income                                       18        656      1,589
 Dividend income                                    3,547       --         --
 Loss on sale of investments                     (178,520)      --         --
                                              ----------- ----------  ---------
    Total Other Income (Expense)                 (174,955)       656      1,589
                                              ----------- ----------  ---------

GAIN ON DISPOSAL OF LAKE MARY REAL ESTATE (LESS
  APPLICABLE INCOME TAXES OF $15,609)             --       1,106,368       --
                                              ----------- ----------  ---------



NET INCOME (LOSS)                             $  (222,583)$1,067,259  $ (18,598)
                                              =========== ==========  =========



INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST   $  (0.30)$     1.45  $   (0.03)
                                              =========== ==========  =========
AVERAGE NUMBER OF SHARES OF BENEFICIAL
  INTEREST                                        747,528    735,288    718,496
                                              =========== ==========  =========
</TABLE>
  The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>


                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
            COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


                                                                 For the Years Ended December 31,

                                          1998                             1997                          1996
                                          ----                             ----                          ----

                                   Shares       Amount            Shares         Amount            Shares        Amount
                                   -------    ------------        -------    ------------        --------    ------------
SHARES OF BENEFICIAL INTEREST

<S>                    <C>         <C>        <C>                  <C>        <C>                  <C>        <C>
     Balance - January 1,          747,553    $ 11,791,190         718,416    $ 11,754,966         718,860    $ 11,754,966


     Shares issued                  12,128           3,478          30,416          36,900           --              --       
                                                                               

     Redemption of shares          (12,178)         (4,261)         (1,185)           (676)          --             --            
                                                                                                   

     Corrections of errors            --              --              (174)            --             (364)           -- 

                                   -------    ------------         -------    ------------        --------    ------------

     Balance - December 31,        747,503    $ 11,790,407         747,553    $ 11,791,190         718,416    $ 11,754,966
                                   =======    ============         =======    ============        ========    ============




ACCUMULATED DEFICIT

     Balance - January 1,                     $(10,469,226)                   $(11,349,285)                   $(11,294,348)   
     Net income (loss)                            (222,583)                      1,067,259                         (18,598)      

     Dividends paid                             (1,012,800)                       (187,200)                        (36,339)
                                              ------------                    ------------                      ----------

     Balance - December 31,                   $(11,704,609)                   $(10,469,226)                   $(11,349,285)  
                                              ============                    ============                    ============
</TABLE>
  The accompanying notes are an integral part of the financial statements.
<PAGE>

<TABLE>
<CAPTION>



                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                       COMPARATIVE STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents

                                              For the Years Ended December 31,
                                               1998         1997         1996
                                           -----------  -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                        <C>         <C>          <C>
  Net income (loss)                        $  (222,583)$ 1,067,259  $   (18,598)
                                            ----------   ---------      -------

  Adjustments to reconcile net income
   (loss) to net cash  provided by
   (used in) operating activities
      Depreciation and amortization              1,129      62,510       50,899
      (Gain)loss on sale of assets             178,520  (1,106,368)        --
      Changes in  Assets and Liabilities:
         Receivables                               177      16,934       (4,337)
         Prepaid expenses                         --        21,019        1,753
         Deposits                                1,543         617         (360) 
         Accounts payable                      (10,489)     (1,161)      (1,589) 
         Accrued expenses                      (13,427)    (35,800)      29,575 
         Prepaid rent and security deposits       --       (12,246)       2,625
         Due to shareholders                       606        --           -- 
                                            ----------   ---------      -------

          Total Adjustments                    158,059  (1,054,495)      78,566 
                                            ----------   ---------      -------

Net Cash Provided By (Used In)
  Operating Activities                         (64,524)     12,764       59,968
                                            ----------   ---------      -------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Closing costs paid on the sale of assets        --       (10,000)        --
  Proceeds from the sale of assets             221,480        --           --
  Purchase of personal property                   --      (131,723)     (60,212)
                                            ----------   ---------      -------

Net Cash Flows Provided By (Used In) 
  Investing Actvities                          221,480    (141,723)     (60,212)
                                            ----------   ---------      -------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on debt                   (89,821)    (24,318)     (27,095)
  Proceeds from the issuance of shares           3,478      36,900         --
  Redemption of shares                          (4,261)       (676)        --
  Dividends paid                                  --          --        (36,339)
  Proceeds from note                              --       104,821         --
                                            ----------   ---------      -------

Net Cash Provided by (Used In)
   Financing Activities                        (90,604)    116,727      (63,434)
                                            ----------   ---------      -------


NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                           66,352    (12,232)     (63,678) 

CASH AND CASH EQUIVALENTS, BEGINNING
 OF THE YEAR                                    32,171      44,403      108,081 
                                            ----------   ---------      -------


CASH AND CASH EQUIVALENTS, END
  OF THE YEAR                              $    98,523 $    32,171  $    44,403
                                            ==========   =========      =======
</TABLE>
  The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>



                      NATIONAL PROPERTIES INVESTMENT TRUST
                           CANTON CENTER, CONNECTICUT
                     COMPARATIVE SCHEDULE OF RENTAL EXPENSES

                                               For the Years Ended December 31,
                                               1998         1997         1996
                                               ----         ----         ----
RENTAL EXPENSES:
<S>                                          <C>          <C>         <C>
Promotion and administration                 $   --       $ 23,507    $ 21,170
Leasing commissions                              --         18,244      12,713
Utilities                                        --         23,715      21,264
Maintenance and repair                           --         22,870      26,234
Insurance                                        --         12,672      13,309
Property taxes                                   --         43,000      35,896
Interest expense and late charges                --         59,034      60,293
Amortization                                     --         16,454       8,976
Depreciation                                     --         46,056      41,923
                                             --------       ------      ------

           Total Rental Expenses            $   --       $ 265,552   $ 241,778
                                            =========    =========   =========
</TABLE>
  The accompanying notes are an integral part of the financial statements.
<PAGE>


<PAGE>

                      NATIONAL PROPERTIES INVESTMENT TRUST
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - Organization and Summary of Accounting Policies:
              A.  Organization:
                  National Properties Investment Trust (formerly Richard Roberts
              Real Estate Growth Trust I) (the "Trust") was organized on January
              16, 1985 as a  Massachusetts  Business  Trust.  The Trust  invests
              directly in equity  interests  in  commercial,  industrial  and/or
              residential   properties   in  the   United   States   which  have
              income-producing  capabilities  and intends to hold its properties
              for long-term investment.

              On December 31, 1997,  the Trust,  sold its sole real estate asset
              (the  "Property") to a newly formed real estate  investment  trust
              company,   Philips   International   Realty   Corp.,   a  Maryland
              corporation  ("New  REIT"),  in exchange for 32,000  shares of the
              common  stock  of the New  REIT  pursuant  to a  Contribution  and
              Exchange Agreement,  dated August 11, 1997, as amended,  among the
              Trust,  the Board of Trustees  of the Trust,  New REIT and certain
              affiliated  partnerships or limited liability companies associated
              with a private real estate firm  controlled by Philip Pilevsky and
              certain  partners  and  members  thereof  (the  "Contribution  and
              Exchange  Agreement").  Soon  after the  issuance  of the New REIT
              stock,  the stock  split  1.706 to 1 and the shares were issued on
              May 8, 1998.  The New REIT  indirectly  owns ten  shopping  center
              properties in the New England,  Mid-Atlantic and Southeast regions
              of the United States. New REIT is not affiliated with the Trust or
              the  Trustees of the Trust and the sale price for the Property was
              determined by arm's-length  negotiations  between the parties. The
              Property is an  approximately  38,125 square foot shopping  center
              located in Lake Mary,  Florida  and,  as of the date of sale,  was
              100% occupied.  The consummation of the transactions  contemplated
              by the Contribution and Exchange Agreement,  including the sale of
              the Property,  was approved by a majority of the  shareholders  of
              the  Trust at its  special  meeting  held on  December  30,  1997.
              499,097 of the 747,522  shares  entitled  to vote at such  meeting
              approved the transaction proposal,  with 13,219 opposed and 10,624
              abstaining.

              The Trust exchanged its sole real estate holding for 32,000 shares
              of the Common Stock of New REIT plus the  assumption  of its first
              mortgage.  The total selling price was $2,161,940,  resulting in a
              gain of $1,106,368. 3,744 shares of the New REIT Common Stock were
              distributed  to the Trust  shareholders  on December  31, 1997 and
              approximately  20,256 of such shares were distributed to the Trust
              shareholders on January 7, 1998 (representing in the aggregate not
              less than 75% of the Common  Stock  received  by the  Trust).  The
              remaining  8,000  shares  were  retained  by  the  Trust  and  any
              distributions  on the shares or net proceeds  from the sale of the
              shares  will  be  available  to  the  Trust  for  working  capital
              purposes.  The New REIT stock  split  1.706 to 1 and the Trust was
              issued a total of 13,348 on May 8, 1998. The Trust is contingently
              liable on the first mortgage.

<PAGE>



NOTE 1 - Organization and Summary of Accounting Policies: (Continued)

              B.  Method of Accounting:
                  The  financial  statements  of the Trust have been prepared on
the accrual basis of accounting.

              C.  Cash Equivalents:
                  For  financial  statement  purposes,  the Trust  considers all
              highly liquid investments with original maturities of three months
              or less to be cash equivalents.

              D.  Income Taxes:
                  The Trust has made for prior  years,  and  intends to make for
              1998, an election to file as a real estate investment trust (REIT)
              for federal tax purposes,  and if so qualified,  will not be taxed
              on earnings distributed to shareholders. Accordingly, no provision
              for  federal  income  taxes  has been made for the  periods  ended
              December 31, 1998 and 1997. However, the Trust is subject to state
              income taxes, where applicable.

              E.  Real Estate Assets and Depreciation:
                  On January 1, 1996,  the  Company  adopted the  provisions  of
              Statement  of  Financial  Accounting  Standards  ("SFAS") No. 121"
              Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
              Long-Lived  Assets  to be  Disposed  of." The  statement  requires
              impairment  losses to be recognized  for long-lived  assets,  on a
              property by property basis,  used in operations when indicators of
              impairment are present and the undiscounted  future cash flows are
              not  sufficient  to recover the assets,  carrying  value.  If such
              indicators are present,  an impairment loss is recognized based on
              the excess of the carrying  amount of the impaired  asset over its
              fair value.

                  For long-lived assets to be disposed of, impairment losses are
              recognized  when the fair value of the asset,  less the  estimated
              cost to  sell,  is less  than  the  carrying  value  of the  asset
              measured  at the time  management  commits to a plan to dispose of
              the asset.  Assets are classified as assets to be disposed of when
              management  has  committed to sell and is actively  marketing  the
              property.  Assets to be  disposed  of are  carried at the lower of
              carrying  value or fair value less cost to dispose,  determined on
              an asset by asset basis.  Depreciation  is not recorded during the
              period in which assets are held for  disposal  and gains  (losses)
              from initial and  subsequent  adjustments to the carrying value of
              the assets, if any, are recorded as a separate component of income
              from continuing operations. Adoption of this standard did not have
              a material impact on the Company's  financial  position or results
              of operations.

                  Depreciation was computed using the straight-line  method over
              an estimated  depreciable  life of 40 years for real  property,  7
              years  for  personal  property,  and over the life of the  related
              lease for  tenant  improvements.  The only  property  owned by the
              Trust was written  down to its  realizable  value at December  31,
              1991.

NOTE 1 - Organization and Summary of Accounting Policies: (Continued)

              F.   Accumulated Deficit:
                  The   accumulated   deficit,   reported  as  a  reduction   of
              Shareholders'   Equity,   includes  net  losses   recognized   and
              distributions   made  to  Shareholders  as  a  return  of  capital
              invested.

              G. Use of Estimates:
                    The  preparation of financial  statements in conformity with
               generally accepted  accounting  principles requires management to
               make  estimates  and  assumptions  that affect  certain  reported
               amounts and disclosures. Accordingly, actual results could differ
               from those estimates.


NOTE 2 - Related Party Transactions:
                  The Trust paid the Managing Trustee $0, $48,000 and $46,000 as
              compensation  for managing the Trust  property for the years ended
              December  31,  1998,  1997 and 1996,  respectively.  In  addition,
              Effective  in  November  1995,  the Trust  offices  are located at
              premises owned by the Managing Trustee. No rent was charged to the
              Trust in 1998,  1997 and 1996,  however,  the Trust  paid  utility
              bills for the office of $845 in 1998, $2,325 in 1997 and $1,647 in
              1996.

                  In 1998 and 1997, the Trust paid health insurance  premiums of
              $13,221 and $17,269 on behalf of two Trustees,  respectively.  The
              Trust paid  $9,667 and  $11,727  to a credit  card  account of the
              Managing  Trustee for  reimbursement of Trust expenses during 1998
              and 1997, respectively.  In 1997 the Trust reimbursed two Trustees
              $3,391  for  travel  expenses.  In 1998,  the Trust  overpaid  the
              Managing Trustee $1,139 for reimbursements of expenses, which will
              be  repaid  to the Trust and is  reflected  as a  receivable  from
              employee.

                  On March 3, 1997, the Trust issued 30,416 shares of beneficial
              interest to a Profit Sharing  Retirement Plan for the benefit of a
              Trustee  of the Trust.  The shares  were  issued for  $1.2132  per
              share, totaling $36,900.

                  As part of their  compensation  for their  involvement  in the
              sale of the real  estate  by the  Trust to  Philips  International
              Realty  Corp.,  two  Trustees  received a total of 5,000 shares of
              Philips   International  Realty  corp.  common  stock,  valued  at
              $250,000.  In  addition  the two  Trustees  received  warrants  to
              purchase  an  additional  8,000  shares of  Philips  International
              Realty Corp. common stock.


NOTE 3 - Earnings Per Share:
                  Earnings per Share of Beneficial  Interest are computed on the
              weighted   average   number  of  Shares  of  Beneficial   Interest
              outstanding during the period.


NOTE 4 - Investment in Personal Property:

                  All of the Trust's property are recorded at historical cost.

                  On December 31, 1997,  National  Properties  Investment Trust,
              sold its sole real  estate  asset to a newly  formed  real  estate
              investment trust company, the Philips  International Realty Corp.,
              a Maryland corporation.

                  The Trust's property and equipment are as follows:
<TABLE>
<CAPTION>

                                          
                                            1998         1997
                                            ----         ----
<S>                                       <C>        <C>       
Furnishings and Equipment                  6,545          6,545
Less: Accumulated Depreciation           ( 3,387)       ( 2,258)
                                           -----         ------ 
Net Investment in Personal Property       $3,158         $4,287
                                          ======         ======
</TABLE>


NOTE 5- Receivables:
                  Receivables consist of the following:

<TABLE>
<CAPTION>
                                             1998           1997
                                             ----           ----
<S>                                         <C>           <C>    
Tenant Receivables                          $ --           $1,314
Allowance for Doubtful Accounts               --             --
                                             -----          -----
Tenant Receivables net of Allowance         $ --           $1,314
                                            ======         ======
</TABLE>


NOTE 6 - Accrued Expenses:
                  Accrued Expenses consist of the following:

<TABLE>
<CAPTION>
                                        1998              1997
                                        ----              ----
<S>                                    <C>              <C>    
Accrued corporation taxes                2,182           15,609
                                       =======          =======
</TABLE>


NOTE 7 - Note Payable:

                  As part of the  sale of the  Lake  Mary  property,  the  Trust
              entered into a secured  non-recourse note agreement for settlement
              adjustments  in favor of the  purchaser.  The note  balance  as of
              December  31,  1998  and  1997  was $0 and  $89,821.  The note was
              secured by 4,000  shares of Phillips  International  Realty  Corp.
              stock.


NOTE 8- Going Concern:

                  The Trust  during  1998,  has sold all 13,648  shares  that it
              owned in Philips  International  Realty Corp.  The Trust  received
              gross  proceeds of $221,480 and had  realized  losses of $178,520.
              Substantially  all of the  Trust's  assets were held as cash as of
              December 31, 1998.  The Trust does not currently own any operating
              assets. The Trust was contractually  bound to operate for one year
              until   December  31,   1998.   The  Trustees  of  the  Trust  are
              investigating  new  properties  as possible  acquisitions  for the
              Trust. Very preliminary negotiations are currently underway with a
              potential merger candidate.  Should the Trust be unable to acquire
              a new property(ies) by the end of 1999, the Trustees will evaluate
              their  options  as to the best  course of action for the Trust and
              will liquidate the Trust if it were to lose its REIT status.


NOTE 9- Sale of Lake Mary Property:

                  On December 31, 1997, the Trust exchanged its sole real estate
              holding for 32,000 shares of the Common Stock of New REIT,  valued
              at $1,600,000 plus the assumption of its first mortgage. The total
              selling price was  $2,161,940,  resulting in a gain of $1,106,368.
              The Trust remains contingently liable on the first mortgage.

                  The value of the Philips  International Realty Corp. stock and
              the value of the Lake Mary real  property  were  determined  based
              upon the  opinions of the each  parties  financial  advisors.  The
              relative valuations of the Partnership Properties, and the Trust's
              Property,  were considered  independently by the Philips Group and
              the Trust, and negotiated on an arm's-length  basis. The Trust and
              the Philips  Group are not related  parties and retained  separate
              legal   counsel  and   financial   advisors.   The  terms  of  the
              Contribution  and  Exchange  Agreement  were the result of lengthy
              negotiations. However, no third-party appraisals of the Properties
              or any other assets were used to value such  property for purposes
              of the Transaction.

                  Accordingly,  no assurance  can be given that the valuation of
              Philips   International   Realty  Corp.   implied  by  the  market
              capitalization  of Philips  International  Realty  Corp.  does not
              exceed the aggregate  value of the Properties that might have been
              obtained from an independent  appraisal,  or that the common stock
              received by the Trust in the Transactions  reflects the fair value
              of the Trust's Property.


NOTE 10- Dividends Paid to Shareholders:

                  The Trust  declared and paid cash dividends on a monthly basis
              from February 1986 through  September 1988. On April 11, 1989, the
              Trustees  voted to suspend the  quarterly  shareholders'  dividend
              effective with the scheduled distribution for the first quarter of
              1989.

                  A one-time  dividend  was  declared in January  1996,  paid in
              February  1996,  and  payable  to  shareholders  of  record  as of
              September 30, 1995, of $0.05 per share. This dividend was a return
              of capital to the  shareholders.  The dividend was declared by the
              sole vote of the Managing Trustee.

                  A  specific   date  of   re-establishment   of  the  quarterly
              shareholders' dividend has not yet been determined.  Distributions
              made by the Trust are at the  discretion of the  Trustees.  Future
              distributions,  if any,  will be  dependent  upon the earnings and
              cash flow of the Trust, its financial condition and other relevant
              factors.

                  Dividends declared per share, are based upon the actual number
              of shares  outstanding on the date of declaration and not upon the
              weighted  average number of shares  outstanding  during the period
              used in computing earnings per share.

                  The Trust declared a property  dividend of 3,744 shares of the
              New REIT common stock  distributed  to the Trust  shareholders  on
              December  31,  1997 to the  shareholders  of record on December 4,
              1997 and  declared a property  dividend  of 20,256 of such  shares
              distributed  to the Trust  shareholders  on January 7, 1998 to the
              shareholders  of record on December 4, 1997  (representing  in the
              aggregate  not less than 75% of the Common  Stock  received by the
              Trust). The remaining 8,000 shares are to be retained by the Trust
              and any  distributions on the shares or net proceeds from the sale
              of the shares will be available  to the Trust for working  capital
              purposes.


NOTE 11- Contingencies:

                  Salvatore R. Carabetta,  an Independent  Trustee,  resigned on
              June 30, 1996. A successor  Trustee was not  appointed  until June
              16, 1997,  which is greater than the 60 day period required by the
              Declaration of Trust for the  appointment of a successor  Trustee.
              The  Declaration  of  the  Trust  requires  a  new  Trustee  to be
              appointed  within 60 days.  On June 16, 1997 Robert  Reibstein was
              appointed as Trustee of the Trust.

<PAGE>

    NOTE 11- Contingencies: (Continued)

                  On January 6, 1996 the Managing Trustee, Peter Stein, declared
              a dividend  without the express  approval  of Mr.  Carabetta.  Mr.
              Stein  believes that the request for a vote sent to Mr.  Carabetta
              twice  by  certified  mail and not  responded  to,  constitutes  a
              presence  at a vote and  abstention  from the  vote.  Additionally
              until June 25, 1996 when Jay Goldman was elected as Trustee of the
              Trust,  Peter  Stein,  the  Managing  Trustee,  had been acting on
              behalf of the Trust  without the express  approval of the majority
              of the Trustees. Peter Stein and Salvatore Carabetta were the sole
              remaining  Trustees  and since a majority of  Trustees  need to be
              present to have a vote, both Trustees needed to be present to hold
              a vote.  On June 16,  1997,  a  Trustee  meeting  was held and the
              Trustees  acknowledged  that the Trust was  operating  without the
              full  complement of Trustees and approved and ratified all actions
              carried out by the officers of the Trust.

                  On June 16, 1997, the Trustees adopted an Amended and Restated
              Declaration of Trust,  which provides that the Trust may choose to
              elect  officers,  including a President  who shall act as Managing
              Trustee,  and which further  defines the powers and limitations of
              the officers of the Trust.  As of September  30, 1997, no officers
              of the Trust have been  appointed to oversee the management of the
              Trust.

                  In  July  1993,   the  then  trustees  of  Trust  amended  the
              Declaration  of Trust,  without  seeking or obtaining  shareholder
              approval,  to, among other things,  create an open-end  trust such
              that National would have an infinite life.  Since the date of such
              amendment, National and its trustees have been acting at all times
              in a manner  consistent  with such infinite life status.  Although
              the current Trustees believe that such trustees acted within their
              discretionary  authority under the original  Declaration of Trusts
              in effecting such amendment without seeking  shareholder  approval
              and that such  amendment  was  properly  adopted,  there can be no
              assurance  that one or more  shareholders  of the  Trust  will not
              challenge  the validity of such  amendment  premised upon the need
              for such  shareholder  approval  under the  terms of the  original
              Declaration of Trust or seek damages for breach of the contractual
              provisions  of  the  original  Declaration  of  Trust.  If  such a
              challenge  was  successfully  brought,  Trust may be  required  to
              obtain shareholder approval of such amendment in order to maintain
              its infinite life status (as opposed to liquidating one year after
              the completion of the Formation Transactions), and there can be no
              assurances that such shareholder approval,  if required,  would be
              obtained.

<PAGE>

     NOTE 11- Contingencies: (Continued)

                  A  lawsuit  has been  brought  by a  successor  of the  former
              Advisor ("Former Advisor") in the State of Connecticut against the
              Trust,   Peter   Stein  (the   Managing   Trustee  of  the  Trust)
              individually,  and First  Investment  Properties,  Inc.  (a former
              Advisor  of the  Trust)  for  $105,000  plus  interest,  costs and
              attorney's  fees.  The suit  contends  that the Trust  assumed and
              ratified the contract between First Investment  Properties,  Inc.,
              which succeeded the Former Advisor as Advisor.  The Trust contends
              it was never  party to the  contract  and  intends  to  vigorously
              defend these actions which it considers  groundless.  The ultimate
              resolution of these matters is not  ascertainable at this time. No
              provision  has been made in the  financial  statements  related to
              these claims. The suit is currently in the discovery phase and has
              not been set to go to trial.

                  Management is unable to determine the effects the above events
              will have on the financial condition of the Trust, if any.
<PAGE>

NOTE 12- Supplemental Disclosure of Cash Flow Information:

<TABLE>
<CAPTION>

                                              1998         1997         1996
                                              ----         ----         ----
Cash paid during the year -
<S>                                      <C>          <C>          <C>       
     Income taxes                        $       --   $       --   $       --
     Interest                            $      4,637 $     59,034 $     60,293

Non-cash transactions -
     
    32,000 shares of Philips International
         Realty Corp. common stock received
         in exchange for real estate     $       --   $  1,600,000 $       --
     Assumption of 1st mortgage by
         Philips International Realty Corp.
                                         $       --   $    546,940 $       --
     Shares of Philips International
         Realty Corp. common stock
         distributed as a dividend       $  1,012,800 $    187,200 $       --
     Income taxes to be paid by Philips
         International Realty Corp. as a
         condition of the sale of the real
         estate                          $       --   $     15,000 $       --

</TABLE>

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE.

                  NONE


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Trustees collectively have ultimate control over the management of the Trust
and the conduct of its affairs.  Peter Stein, the Managing Trustee, (See Item 13
- Certain  Relationships  and Related  Transactions)  administers the day-to-day
operations of the Trust.

Under the Declaration of Trust,  the Trustees or their nominees hold legal title
to the property of the Trust.  Independent Trustees will at all times comprise a
majority of the Trustees in office. The Trustees serve for a term of one year or
until their  successors are elected and qualified.  Trustees were  re-elected at
the  annual  meeting.  The  Declaration  of Trust  calls for a minimum  of three
Trustees, and a majority of the Trustees must be independent Trustees.  Should a
trustee  resign  and  there  are less than  three  trustees,  then the Trust may
operate  as if it has the  required  minimum  Trustees  until a new  Trustee  is
appointed,  which shall be done within sixty days. A Trustee may be removed with
cause by all the remaining Trustees,  or with or without cause by the holders of
a majority of the outstanding Shares. The independent  Trustees do not serve the
Trust on a  full-time  basis and will  devote  only so much of their time to the
Trust as is necessary or required for the conduct of the Trust's business.  Each
of the  independent  Trustees  has,  and  will  continue  to have,  a  principal
occupation  and/or  source  of  income  other  than  that of the Trust and it is
contemplated  that they will not devote a  substantial  portion of their time to
the discharge of their duties as Trustees.

The Trustees are as follows:

PETER M. STEIN

Mr. Stein,  who is 47 years old, has a 25-year  involvement  in investment  real
estate,  being involved in over 55 investment  programs.  Mr. Stein has directed
his own firm  since  graduating  from  Lafayette  College in 1973.  As  Managing
Trustee (See Item 13 - Certain  Relationships  and Related  Transactions) of the
Trust,  Mr. Stein  oversees the  administration  of the Trust,  and as such,  is
empowered to implement the intentions of the Trustees.


JAY GOLDMAN

Jay  Goldman,  a lawyer in  Boston,  Massachusetts,  received  a B.A.  from Lake
Forrest  College,  a J.D.  from  Boston  University  Law  School,  and a  L.L.M.
(Taxation)  from Boston  University Law School.  He has extensive  experience in
various segments of the real estate industry including development, finance, and
tax related syndications.

In  addition  to his decades of real  estate  experience,  Mr.  Goldman has been
involved in a broad range of investment  banking and financial advisory services
for principals and joint venture partners,  including such services for start up
and  emerging  companies.  Mr.  Goldman  has also been  active in  international
merchant banking transactions.

ROBERT H. REIBSTEIN

Robert H. Reibstein graduated from Boston University with a B.A. in Economics in
1978 and a Masters in Business Administration with a concentration in Finance in
1984. He began working in the real estate industry in 1984, acquiring commercial
and multi-family properties for growth and income syndication funds. Since 1988,
Mr.  Reibstein  has provided  consulting  and  advisory  services to private and
institutional real estate companies and pension funds. Currently, he is involved
with  analysis  and  valuation  of  commercial  debt and equity  portfolios  for
portfolio  management  purposes.  Mr.  Reibstein is  experienced  in structuring
portfolios and managing the due diligence process for commercial mortgage backed
security transactions.

Salvatore R.  Carabetta,  an Independent  Trustee,  resigned on June 30, 1996. A
successor  Trustee was not appointed until June 16, 1997,  which is greater than
the 60 day period  required by the Declaration of Trust for the appointment of a
successor  Trustee.  The  Declaration  of the Trust requires a new Trustee to be
appointed  within 60 days.  On June 16, 1997 Robert  Reibstein  was appointed as
Trustee  of  the  Trust.  (See  Item  13 -  Certain  Relationships  and  Related
Transactions).


ITEM 11.   EXECUTIVE COMPENSATION.

Under the Declaration of Trust, the Independent Trustees are entitled to receive
reasonable  compensation  for their  services as Trustees (See Item 13 - Certain
Relationships and Related  Transactions).  In addition, the Trust will reimburse
the Trustees  (including those who are affiliates) for travel and other expenses
incurred in connection with their duties as Trustees.

The Managing  Trustee was not paid in 1998 for  managing  the Trust's  property.
However,  the Trust paid health  insurance  premiums of $13,221on  behalf of two
Trustees.

Management  does not anticipate any management  fees or other trustee fees to be
paid to any trustee unless the Trust is able to acquire new real property.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

To the best  knowledge of the Trust,  on March 15,  1999,  two  shareholders  of
record owned more than five percent of its Shares of  Beneficial  Interest.  The
following Trustees hold shares of beneficial interest of the Trust.
<TABLE>
<CAPTION>

           Name of           Amount and Nature
          Beneficial           Of Beneficial                  Percentage
            Owner                Ownership                     Ownership

<S>                          <C>                                      <C> 
       Gretchen Stein         54,124.77 Shares                         7.2%
       Peter Stein            Indirectly -  54,124.77 Shares           7.2%
                              (same shares as above)
       Jay Goldman            Indirectly -  58,693.68 Shares           7.8%
       Robert R. Reibstein    4,003.00 Shares                          0.5%
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Trust paid the Managing  Trustee $0, $48,000 and $46,000 as compensation for
managing  the Trust  property for the years ended  December  31, 1998,  1997 and
1996, respectively.  In addition,  Effective in November 1995, the Trust offices
are located at premises  owned by the Managing  Trustee.  No rent was charged to
the Trust in 1998, 1997 and 1996, however,  the Trust paid utility bills for the
office of $845 in 1998, $2,325 in 1997 and $1,647 in 1996.

In 1998 and 1997,  the Trust paid  health  insurance  premiums  of  $13,221  and
$17,269  on behalf of two  Trustees,  respectively.  The Trust  paid  $9,667 and
$11,727 to a credit card account of the Managing  Trustee for  reimbursement  of
Trust expenses during 1998 and 1997, respectively.  In 1997 the Trust reimbursed
two  Trustees  $3,391 for  travel  expenses.  In 1998,  the Trust  overpaid  the
Managing Trustee $1,139 for reimbursements of expenses,  which will be repaid to
the Trust and is reflected as a receivable from employee.

Jay  Goldman was  elected by the  shareholders  of the Trust as a Trustee of the
Trust on June 25, 1996 at a Special Meeting of the shareholders.

Salvatore R.  Carabetta,  an Independent  Trustee,  resigned on June 30, 1996. A
successor  Trustee was not appointed until June 16, 1997,  which is greater than
the 60 day period  required by the Declaration of Trust for the appointment of a
successor  Trustee.  The  Declaration  of the Trust requires a new Trustee to be
appointed  within 60 days.  On June 16, 1997 Robert  Reibstein  was appointed as
Trustee of the Trust.

George Knude, a Trustee,  resigned on November 13, 1995. A successor Trustee was
appointed June 25, 1996.

On  January  6, 1996 the  Managing  Trustee,  Peter  Stein,  declared a dividend
without the express  approval of Mr.  Carabetta.  Mr.  Stein  believes  that the
request  for a vote  sent to Mr.  Carabetta  twice  by  certified  mail  and not
responded  to,  constitutes a presence at a vote and  abstention  from the vote.
Additionally  until June 25, 1996 when Jay Goldman was elected as Trustee of the
Trust, Peter Stein, the Managing Trustee, had been acting on behalf of the Trust
without the express  approval of the majority of the  Trustees.  Peter Stein and
Salvatore  Carabetta  were the sole  remaining  Trustees and since a majority of
Trustees need to be present to have a vote,  both Trustees  needed to be present
to hold a vote.  On June 16, 1997,  a Trustee  meeting was held and the Trustees
acknowledged  that the  Trust  was  operating  without  the full  complement  of
Trustees and  approved  and ratified all actions  carried out by the officers of
the Trust.

On June 16, 1997,  the Trustees  adopted an Amended and Restated  Declaration of
Trust,  which provides that the Trust may choose to elect officers,  including a
President  who shall act as  Managing  Trustee,  and which  further  defines the
powers and  limitations of the officers of the Trust.  As of September 30, 1997,
no officers of the Trust have been  appointed to oversee the  management  of the
Trust.

On March 3, 1997,  the Trust issued 30,416  shares of  beneficial  interest to a
Profit Sharing  Retirement  Plan for the benefit of a Trustee of the Trust.  The
shares were issued for $1.2132 per share, totaling $36,900.

As part of their  compensation  for  their  involvement  in the sale of the real
estate by the Trust to Philips International Realty Corp., two Trustees received
a total of 5,000  shares of Philips  International  Realty Corp.  common  stock,
valued at $250,000. In addition,  the two Trustees received warrants to purchase
an additional 8,000 shares of Philips International Realty Corp. common stock.



<PAGE>


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K.

(a)      The following documents are enclosed:

         (1)     Financial Statements (See index to financial statements filed
                 as part of Item 8).

         (2)     Supplemental   Financial  Statement  Schedules  (See  index  to
                 financial statements filed as part of Item 8).

         (3)     Exhibits:

                    3.1  Amended  and  Restated  Declaration  of  Trust  of  the
                    Registrant  (Exhibit 3.1 to  Amendment  No. 2 Filed on April
                    10, 1985 to the Registrant's  Registration Statement on Form
                    S-ll,   File  No.  2-95449,   is   incorporated   herein  by
                    reference).

                    3.2. Trustee's Regulations of the Registrant (Exhibit 3.2 to
                    Amendment No. 1 filed on March 14, 1985, to the Registrant's
                    Registration  Statement on Form S-ll, File No.  2-95449,  is
                    incorporated herein by reference).

                    10.1 Advisory  Agreement  between the  Registrant  and First
                    Investment Properties, Inc. (Exhibit 10.1 to Amendment No. 2
                    filed on  August 3,  1993 to the  Registrant's  Registration
                    Statement  on Form  S-ll,  File  No.  2-95449,  incorporated
                    herein by reference).

                    10.2 Dividend  Reinvestment  Plan (Exhibit 10.2 to Amendment
                    No.  2  filed  on  April  10,   1985  to  the   Registrant's
                    Registration  Statement on Form S-ll, file No.  2-95449,  is
                    incorporated herein by reference).

                    The  Trust  filed  a Form  10-Q/A,  Amendment  No.  1 to the
                    Quarterly  Report  pursuant  to  Section  13 or 15(d) of the
                    Securities  and Exchange  Act of 1934 for the quarter  ended
                    September 30, 1997.

                    The  Trust  filed  a Form  10-Q/A,  Amendment  No.  2 to the
                    Quarterly  Report  pursuant  to  Section  13 or 15(d) of the
                    Securities  and Exchange  Act of 1934 for the quarter  ended
                    September 30, 1997.

          (b) The following  Reports on Form 8-K  ("Reports")  were filed during
          the last quarter of the fiscal period.

                 None.

<PAGE>



Signatures

Pursuant to the  requirements of Section 13 of 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.

NATIONAL PROPERTIES INVESTMENT TRUST



Date: 3/27/99             By:   /s/ Peter M. Stein
     ---------                ----------------------------------               
                                  Peter M. Stein
                                  Managing Trustee

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


              Signature                      Title                    Date



   /s/ Peter M. Stein                  Managing Trustee              3/27/99
 ------------------------------------                           ----------------
 Peter M. Stein



   /s/ Jay Goldman                     Trustee                       3/27/99
 ------------------------------------                           ----------------
 Jay Goldman



   /s/ Robert Reibstein                Trustee                       3/27/99
 ------------------------------------                           ----------------
 Robert Reibstein