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
        For the fiscal year ended December 31, 2000

                                       OR

   [_]  TRANSITION  REPORT  PURSUANT TO  SECTION 13 OR 15(d) OF  THE  SECURITIES
        EXCHANGE ACT OF 1934

                         Commission file number 0-17651


                            HIGH CASH PARTNERS, L.P.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                               13-3347257
------------------------------------------                ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


   c/o Pembroke Companies Inc.
   70 East 55th Street  7th Floor
   New York, New York                                              10022
------------------------------------------                ----------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:  212-350-9900
                                                     ------------
Securities registered pursuant to Section 12(b) of the Act:


                                                  Name of each exchange on which
      Title of each class                                   registered
------------------------------------------      --------------------------------
             None                                              None


Securities registered pursuant to Section 12(g) of the Act:


                      Units of Limited Partnership Interest
                   ------------------------------------------
                                (Title of class)

     Indicate  by check  mark  whether  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  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 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]



<PAGE>

PART I

Item 1. Business

High Cash Partners,  L.P. (the  "Partnership") is a Delaware limited partnership
formed in 1986 for the primary purpose of investing in,  holding,  operating and
otherwise  acting with respect to office  buildings,  shopping centers and other
commercial and industrial properties.

In 1989, the  Partnership  used all the net proceeds from its public offering of
units of limited partnership interest ("Units") to acquire Sierra Marketplace, a
community retail shopping center completed in October 1988 and situated on 18.67
acres in the  southern  portion of Reno,  Nevada ("Sierra  Marketplace"  or  the
"Property.")  Sierra  Marketplace  consists of two main buildings and three "out
parcel" structures containing  approximately 233,000 square feet of net leasable
area.  Sierra  Marketplace  has 36 tenants.  Three tenants,  Smith's  Management
Corp.,  a grocery and drug store,  Good Guys,  Inc.  ("Good  Guys"),  a consumer
electronics  store, and Bell Furniture,  Inc., a furniture store,  accounted for
approximately 18%, 19% and 14%, respectively,  of the Partnership's total rental
income  revenues in 2000.  The  Property is subject to a mortgage,  the terms of
which have been  modified,  pursuant to a mortgage loan  modification  agreement
(the "Mortgage Loan  Modification  Agreement")  between the  Partnership and the
mortgagee,  Resources Accrued Mortgage  Investors 2 L.P. ("RAM 2"), which became
effective on January 31, 2001.  The mortgage and the Mortgage Loan  Modification
Agreement  are  described in Item 7,  "Management's  Discussion  and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."

Until  November  1997,  Levitz  Furniture  Corporation  ("Levitz")  had occupied
approximately  53,000  square  feet at  Sierra  Marketplace  under a lease  that
extended  through  2008.   Levitz  accounted  for   approximately   16%  of  the
Partnership's  total rental income revenues in 1997.  During 1997,  Levitz filed
for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code.
In November 1997, Levitz vacated its premises,  and ceased paying rent under the
lease  as of  April  2,  1998.  During  1999,  the  Partnership  entered  into a
short-term lease on the Levitz space at an annual rent  substantially  less than
under the Levitz lease; this lease is terminable by the Partnership upon written
notice  to the  tenant,  in the  event  the  Partnership  secures  a  long-term,
creditworthy  tenant for the space. The Partnership is continuing to seek such a
tenant.

Good Guys vacated its premises in 1999 and ceased paying rent under the lease as
of December 1, 2000. The Partnership has instituted  legal  proceedings  against
Good Guys in  respect  of its  non-payment  of rent.  See Item 7,  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital Resources."

Property Location and Competition

The  Partnership  believes  there are  approximately  9.3 million square feet of
retail space in the Reno area,  in a total of 78 regional  malls and  community,
neighborhood  and strip centers.  Sierra  Marketplace is located in the southern
section of Reno, which is well developed  commercially along major thoroughfares
with substantial  residential  development along secondary streets.  The primary
trade area is considered affluent to middle class. Although there is little room
for significant new competing development in the immediate geographical vicinity
of the Property,  the competition for tenants (including  existing tenants whose
leases expire) is strong among existing centers.  In addition,  a portion of the
land  available  for  development  in the immediate  geographic  vicinity of the
Property recently has been developed by centers predominantly  occupied by large
anchor tenants,  which has created additional  competition for the Property. See
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations Liquidity and Capital Resources" and "Real Estate Market."


                                      I-1

<PAGE>


Employees

The Partnership does not have any employees. Through December 31, 2000, services
were  performed for the  Partnership  by Pembroke  HCP,  LLC, the  Partnership's
Managing  General  Partner (the "Managing  General  Partner"),  Pembroke  Realty
Management  LLC  ("Pembroke  Realty"),  an  affiliate  of the  Managing  General
Partner,  and certain other parties that may be deemed to be affiliated with the
Managing  General  Partner.  Through  December 31, 2000,  certain  services were
performed  for  Pembroke   Realty  by  Colliers  Nevada   Management,   LLC,  an
unaffiliated  management company  ("Colliers").  In connection with its entering
into the Mortgage Loan Modification Agreement,  the Partnership retained Kestrel
Management  LP  ("Kestrel"),  an  affiliate  of RAM 2, to  manage  the  Property
commencing  on January 2, 2001.  Kestrel  has assumed  the  property  management
services previously  performed by Pembroke Realty and Colliers,  pursuant to the
terms of a  management  agreement.  See  Item 7,  "Management's  Discussion  and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital  Resources," Item 10, "Directors and Executive  Officers of Registrant,"
Item 11,  "Executive  Compensation,"  Item 12,  "Security  Ownership  of Certain
Beneficial  Owners and  Management,"  and Item 13,  "Certain  Relationships  and
Related Transactions."

Item 2. Properties

See Item 1, "Business" above.

Item 3. Legal Proceedings

See Item 7,  "Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations  -  Liquidity  and  Capital  Resources,"  with  regard to
litigation involving the Partnership and Good Guys.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 2000.


                                      I-2

<PAGE>


PART II

Item 5. Market for Registrant's Securities and Related Security Holder Matters

There is no  established  public  trading  market for the  Units,  and it is not
anticipated that such a market will develop.

There are certain restrictions in the Partnership's  Partnership  Agreement that
may limit the ability of a limited partner to transfer Units.  Such restrictions
could impair the ability of a limited partner to liquidate its investment in the
event of an emergency or for any other reason.

As of March 15, 2001,  there were 1347 holders of Units,  owning an aggregate of
96,472 Units.

There were no distributions made during 1998. In May 1999, October 1999, January
2000 and May 2000, the  Partnership  paid cash  distributions  of  approximately
$4,100,000,  $700,000,  $700,000 and $750,000,  respectively,  or $42.07,  $7.18
$7.18,  and $7.70 per Unit,  respectively,  to  Unitholders of record on May 11,
1999, October 20, 1999, January 1, 2000 and May 30, 2000, respectively.

There are no material legal  restrictions on distributions in the  Partnership's
Partnership  Agreement.  See Item 7,  "Management's  Discussion  and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources,"  for a  discussion  of  financial  conditions  and the  terms of the
Mortgage Loan Modification Agreement affecting the Partnership's ability to make
distributions.

Item 6. Selected Financial Data

<TABLE>
>
<CAPTION>
                                                               Year ended December 31,
                                --------------------------------------------------------------------------------------
                                     2000              1999             1998              1997              1996
                                --------------    --------------    -------------    --------------    ---------------
<S>                             <C>               <C>               <C>              <C>              <C>

Revenues                        $   2,639,242     $   2,521,650     $  2,479,904     $   2,686,095     $  2,637,022


Net Loss (1)                    $ (1,297,109)     $ (1,147,548)     $  (925,947)     $ (7,238,860)     $  (640,184)


Net (Loss) Per Unit (1)(2)      $     (13.31)     $     (11.78)     $    ( 9.50)     $     (74.29)     $     (6.57)


Distributions Per Unit (2)      $       14.88     $       49.25     $     -          $      -          $      12.52


Long-term Obligations (3)       $  24,526,844     $  21,935,131     $ 19,617,279     $  17,540,481     $ 15,691,865


Total Assets                    $  16,119,572     $  16,191,090     $ 19,834,203     $  18,716,205     $ 24,485,903

</TABLE>



--------------------------------------
(1)  Net loss for 1997 includes a write-down for impairment of $(6,475,500),  or
     $(66.45) per Unit.

(2)  Based upon the weighted average number of Units outstanding.

(3)  Consists of the principal  amount of the RAM 2 loan plus deferred  interest
     on that loan, which are described in Item 7,  "Management's  Discussion and
     Analysis of Financial  Condition  and Results of Operations - Liquidity and
     Capital Resources."



                                      II-1
<PAGE>


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

Liquidity and Capital Resources

The  Partnership  uses  undistributed  cash flow from  operations as its primary
measure of liquidity. At December 31, 2000, working capital reserves amounted to
approximately $1,070,000, which does not include the Partnership's mortgage loan
payable to RAM 2 (the "Mortgage Loan") or deferred interest thereon which may be
currently due and payable upon the occurrence of certain specified events.  Such
reserves  may be used to fund  operating  expenses of the  Partnership,  capital
expenditures,  insurance,  real estate taxes and loan payments. All expenditures
during 2000 were funded from cash flow from operations.

At December 31,  2000,  the total amount  outstanding  on the Mortgage  Loan was
$24,526,844,  which  included  deferred  interest  payable of  $18,026,844.  The
scheduled  maturity date of the Mortgage Loan was originally  February 28, 2001,
at which time the total amount  outstanding  on the  mortgage was  approximately
$25,000,000.

Because  the  Partnership  believed  that it would be unable  either to repay or
refinance  the  Mortgage  Loan  at  that  time,  the  Managing  General  Partner
negotiated  and  caused  the   Partnership  to  enter  into  the  Mortgage  Loan
Modification  Agreement  with  RAM 2 in order to  effect a  modification  of the
Mortgage Loan and prevent the immediate foreclosure of the Mortgage Loan and the
consequent loss of the Property. The Mortgage Loan Modification Agreement became
effective on January 31, 2001.

Pursuant  to the  Mortgage  Loan  Modification  Agreement,  RAM 2 has  agreed to
forbear  for not less than one year and up to two years in the  exercise  of its
rights and remedies  under the  Mortgage  Loan  triggered  by the  Partnership's
failure to repay fully all amounts due and payable thereunder at maturity.

Under the Mortgage Loan Modification Agreement,  the deed to the Property, along
with a bill of sale,  assignment of leases and other  conveyance  documents (the
"Conveyance  Documents")  have been placed in escrow with  counsel to RAM 2. The
Conveyance  Documents  will not be released to RAM 2 until the earliest to occur
of (such date referred to herein as the "Extended Maturity Date"):

(i)   any  date  on  which  any  action  taken or  omitted  to be  taken  by the
      Partnership in bad faith, intended to hinder or impede RAM 2's exercise of
      its rights or remedies under the terms of the Mortgage  Loan  Modification
      Agreement, remains uncured for more than 10 days after notice of same from
      RAM 2;

(ii)  any date on or after March 1, 2002, upon the  closing  date of the sale or
      other conveyance of the Property (a) if RAM 2 identifies a bona fide third
      party purchaser to acquire the Property or (b) for any other reason deemed
      reasonably necessary by RAM 2 to avoid a material economic disadvantage to
      it; and

(iii) March 1, 2003.

The Mortgage Loan  Modification  Agreement further provides that 100% of the net
operating  income  generated  by the  Property  allocable  to the period  ending
February 28, 2001,  the original  maturity  date of the Mortgage  Loan,  will be
retained by the Partnership. From and after March 1, 2001 until such time as the
Conveyance  Documents have been released,  the  Partnership  will be entitled to
receive $100,000 per annum pro-rated monthly and paid monthly to the extent cash
flow  permits  and RAM 2 will be  entitled  to  receive  the  balance of the net
operating  income  generated  by the  Property to be applied to the  outstanding
principal and deferred  interest on the Mortgage  Loan.  In addition,  RAM 2 has
agreed to  release  the  Partnership  and its  affiliates  from all  claims  for
principal or interest due under the Mortgage Loan effective on the date that the
Conveyance  Documents  are released to RAM 2 or such other party as agreed to by
RAM 2. Such release will be effective provided that the Partnership (i) does not
become the subject of any  bankruptcy  proceeding on or before one year from the
date of release of the  Conveyance  Documents and (ii) has not  perpetrated  any
fraud upon RAM 2. In addition,


                                      II-2


<PAGE>


the Partnership will be entitled to a refund of expenses  previously paid by it,
to the  extent  that such  expenses  relate  to any time  period  subsequent  to
February 28, 2001.  Thereafter,  the Partnership will use its cash flow and cash
reserves to fund the payment of Partnership fees and expenses. To the extent not
used to pay  Partnership  fees and  expenses,  these funds will be available for
distribution to the Limited  Partners.  However,  there can be no assurance that
the Partnership  will have excess cash available,  or that future  distributions
will be made to the Limited Partners.  At December 31, 2000, the Partnership had
cash and cash equivalents of $1,103,651.

Under the terms of the Mortgage Loan, the  Partnership  was obligated to provide
RAM 2 with a current  appraisal of the Property upon RAM 2's request.  If it was
determined,  based  upon  the  requested  appraisal,  that  the  sum of (i)  the
principal  balance  of  the  Mortgage  Loan  plus  all  other  then  outstanding
indebtedness secured by the Property and (ii) all accrued and unpaid interest on
the Mortgage  Loan  calculated at a rate of 6.22% per annum  compounded  monthly
through  the  date of such  appraisal  (that  sum,  the  "Measurement  Amount"),
exceeded 85% of the  appraised  value of the  Property,  an amount equal to such
excess (the "Excess Payment") would become immediately due and payable to RAM 2.
Any amount so paid by the Partnership would be applied first against accrued and
unpaid  interest on the  Mortgage  Loan,  and the balance,  if any,  against the
principal   thereof.   In  accordance  with  the  terms  of  the  Mortgage  Loan
Modification  Agreement,  RAM 2 is  entitled  to  request  an  appraisal  of the
Property;  however,  if such appraisal indicated that no Excess Payment was due,
RAM 2 would have no further appraisal rights.  RAM 2 requested that the Property
be  appraised  by  Greenwich  Realty  Advisors,  a real  estate  appraisal  firm
unaffiliated  with the  Partnership,  the Managing General Partner or RAM 2. The
appraisal,  which was performed on March 1, 2001,  indicated a fair market value
of $20 million for the Property.  As of March 1, 2001 the Measurement Amount was
$13,684,645.  Because the Measurement Amount did not exceed 85% of the appraised
value of the Property on that date,  no Excess  Payment was or is payable to RAM
2.  Consequently,  under the terms of the Mortgage Loan Modification  Agreement,
RAM 2 has no further appraisal right pursuant to the terms of the Mortgage Loan.

Under the terms of the Mortgage Loan  Modification  Agreement,  the  Partnership
will  retain its  interest  in the  Property  until and  unless  the  Conveyance
Documents  are  released  to RAM 2 in  accordance  with the  terms  thereof.  In
addition,  the  Partnership  retained  the right to repay the  Mortgage  Loan in
accordance  with its terms on any date prior to March 1, 2001.  Thereafter,  and
prior to March 1, 2003, until RAM 2 notifies the Partnership that it has entered
into a contract to sell or convey the Property,  the  Partnership  will have the
right to satisfy  the  Mortgage  Loan for an amount  equal to the sum of (x) the
then unpaid  principal  balance of the Mortgage Loan,  and all accrued  interest
thereon  and  otber  charges  due  thereunder  and (y) 66% of the  value  of the
Property in excess of the amount  described in clause (x) above,  as  additional
interest on the Mortgage Loan. If the Mortgage Loan is satisfied, the Conveyance
Documents will be returned to the Partnership.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will continue as a going concern.  However,  if the  Partnership is
unable to refinance or otherwise restructure this outstanding indebtedness prior
to the Extended  Maturity Date of March 1, 2003, the  Partnership  will lose its
entire interest in its property.  These circumstances raise substantial doubt as
to the  Partnership's  ability to continue  as a going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

In  connection   with  the   Partnership's   entering  into  the  Mortgage  Loan
Modification Agreement,  Lawrence J. Cohen, the sole shareholder and director of
Pembroke  Companies  Inc.,  which  is the sole  member  and the  manager  of the
Managing  General  Partner,  has executed an  unconditional  limited guaranty of
payment in the amount of the principal balance of the Mortgage Loan, all accrued
and unpaid interest  thereon and all other charges due thereunder,  that will be
effective only if Mr. Cohen or his affiliates  cause the Partnership to file for
bankruptcy or to commence a civil action seeking to hinder,  impede or delay RAM
2's exercise of any right or remedy available to it.

Until November 1997, Levitz had occupied  approximately 23% of the Partnership's
Property. In November 1997, Levitz, which had filed for protection under Chapter
11 of the Bankruptcy Code,  vacated its space.  Levitz ceased paying rent to the
Partnership as of April 2, 1998.

In 1999,  Good Guys vacated its premises and ceased  paying rent under the lease
as of December 1, 2000. The Partnership has instituted legal proceedings against
Good Guys in respect of its non-payment of rent.

The  vacancies  at the  Levitz and Good Guy spaces  have  resulted  in a loss of
income to the  Partnership.  These  vacancies  may have  adversely  affected the
surrounding  tenants  and the  Partnership's  ability  to attract  new  tenants,
particularly in light of the limited  visibility  those tenants have to the main
thoroughfare.  See "Real  Estate  Market"  below.  The  Partnership  is actively
seeking long-term,  creditworthy  substitute tenants.  However,  there can be no
assurance  the  Partnership  will  succeed  in finding  long-term,  creditworthy
substitute tenants promptly or on terms comparable to those under the


                                      II-3

<PAGE>


Levitz or Good Guys leases. In addition, if a substitute tenant is obtained, the
Partnership  expects to make  substantial  expenditures  in order to secure such
tenant and in connection with the new lease.

During 1999,  the  Partnership  entered  into a short-term  lease for the Levitz
space with a then  existing  tenant at an annual  rent  substantially  less than
under the Levitz lease.  The  Partnership  has the right to terminate this lease
upon  written  notice in the event  that the  Partnership  secures a  long-term,
creditworthy tenant for the space.

The level of leasing activity cannot be predicted,  particularly in light of the
Levitz and Good Guys situations,  and, therefore,  the amount of further capital
expenditures  arising  from  leasing  activity  is  uncertain.  There  can be no
assurance the Partnership  will have  sufficient  liquidity to make such capital
expenditures.

Real Estate Market

The market value of the Property  reflects real estate market  conditions in the
vicinity of Sierra Marketplace.  Recently built shopping centers in the vicinity
have increased competition for tenants.  This competitive factor,  together with
the  fact  that  much  of  the  unleased  space  in the  Partnership's  Property
(including   the  Levitz  space)  has  only  limited   visibility  to  the  main
thoroughfare  and the fact that the space  previously  occupied  by Good Guys is
vacant and is being  marketed for sublet by Good Guys have hindered the lease-up
of new space.

Results of Operations

2000 vs. 1999

The  Partnership  realized a net loss of  $1,297,109  ($13.31 per Unit) for 2000
compared to a net loss of  $1,147,548  ($11.78 per Unit) for 1999,  an increased
loss of $149,561.  The  increased  loss was primarily a result of an increase in
mortgage  loan  interest  expense,  partially  offset by an  increase  in rental
income.

Revenues increased from 1999 to 2000 due to increases in base rentals, primarily
due to the signing of new leases.  The increase in rental  income was  partially
offset by a decrease in  interest  income due to the  distributions  made by the
Partnership.

Costs and expenses  increased  from 1999 to 2000 primarily due to an increase in
mortgage  loan  interest  expense,  partially  offset by  decreases in operating
expenses.

Mortgage loan interest expense increased due to the compounding  effect from the
deferral of the interest expense on the zero coupon mortgage.

1999 vs. 1998

The Partnership  realized a net loss of $1,147,548 for 1999, compared with a net
loss of $925,947 for 1998, an increased loss of $221,601. The increased loss was
primarily a result of an increase in mortgage loan interest expense.

Revenues increased from 1998 to 1999 due to an increase in base rentals.

Costs and expenses  increased  from 1998 to 1999 primarily due to an increase in
mortgage loan interest expense.

Mortgage loan interest  expense  increased due to the compounding  effect of the
deferral of interest expense on the zero coupon mortgage.

                                      II-4


<PAGE>


Inflation

Inflation  has not had a  material  impact on the  Partnership's  operations  or
financial  condition  during the last three years and is not  expected to have a
material impact in the future.

Year 2000

Costs associated with the year 2000 conversion did not have a material effect on
the Partnership.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Cautionary Statement Concerning Forward-Looking Statements

This document and the documents  incorporated  by reference into this Form 10-K,
including Item 7, "Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations  - Liquidity  and Capital  Resources,"  contain  both
historical and forward-looking  statements. All statements other than statements
of  historical  fact are,  or may be deemed  to be,  forward-looking  statements
within the meaning of section 27A of the  Securities Act of 1933 and section 21E
of  the   Securities   Exchange  Act  of  1934  (the  "Exchange   Act").   These
forward-looking statements are not based on historical facts, but rather reflect
the  Partnership's  current  expectations  concerning future results and events.
These  forward-looking   statements  generally  can  be  identified  by  use  of
statements  that include  phrases  such as  "believe,"  "expect,"  "anticipate,"
"intend," "plan," "foresee," "likely," "will" or other similar words or phrases.
Similarly, statements that describe the Partnership's objectives, plans or goals
are or may  be  forward-looking  statements.  These  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the  actual  results,  performance  or  achievements  of the  Partnership  to be
different from any future  results,  performance and  achievements  expressed or
implied by these statements.



                                      II-5

<PAGE>




Item 8. Financial Statements and Supplementary Data

                                      INDEX
                                      -----


                                                                        Page
                                                                       Number
                                                                       ------


Independent Auditor's Report                                             F-1

      Financial statements:

            Balance sheets                                               F-2

            Statements of operations                                     F-3

            Statement of partners' equity (deficit)                      F-4

            Statements of cash flows                                     F-5

            Notes to financial statements                                F-6

      Schedule II:

         Valuation and qualifying accounts                               F-14

      Schedule III:

         Real estate and accumulated depreciation                        F-15


All  other  financial  statement  schedules  are  omitted  because  they are not
applicable or the required  information is presented in the financial statements
or notes thereto.


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

None.



                                      II-6

<PAGE>


To the Partners of
High Cash Partners, L.P.




                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheets of High Cash Partners,  L.P. (a
limited  partnership)  as of  December  31,  2000  and  1999,  and  the  related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 2000. Our audits also included
the  financial  statement  schedules  listed in the Index at Item 14(a)2.  These
financial   statements   and  the   financial   statement   schedules   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on the financial  statements and financial  statement schedules based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits  provide 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 High Cash Partners,  L.P. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 2000 in conformity
with accounting principles generally accepted in the United States. Also, in our
opinion, such financial statement schedules,  when considered in relation to the
basic  financial  statements  taken as a whole,  present  fairly in all material
respects the information set forth therein.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 5 to the
financial statements,  the Partnership's mortgage loan, which had an outstanding
balance of $24,526,844 at December 31, 2000, was scheduled to mature on February
28, 2001. The  Partnership  has entered into an agreement with the holder of the
mortgage  loan which extends the maturity date to a date not later than March 1,
2003  assuming  the  Partnership  complies  with  all of the  provisions  of the
agreement.  The agreement also requires that  substantially all of the cash flow
generated from the Partnership's  property be remitted to the mortgage holder to
be  applied  against  outstanding   principal  and  deferred  interest.  If  the
Partnership  is unable to refinance or otherwise  restructure  this  outstanding
indebtedness  prior  to the  Extended  Maturity  Date  of  March  1,  2003,  the
Partnership will lose its entire interest in its property.  These  circumstances
raise substantial  doubt as to the Partnership's  ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 5. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.




/s/ Hays & Company



March 3, 2001
New York, New York


                                      F-1


<PAGE>



                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS


                                                        December 31,
                                             -----------------------------------
                                                  2000                1999
                                             ----------------    ---------------

ASSETS
     Real estate, net                        $    14,722,456     $   15,040,394
     Cash and cash equivalents                     1,103,651            957,503
     Other assets                                    173,206             98,425
     Tenant receivables, net                          86,896             66,632
     Prepaid insurance premiums                       33,363             28,136
                                             ----------------    ---------------
                                             $    16,119,572     $   16,191,090
                                             ================    ===============


LIABILITIES AND PARTNERS' DEFICIT

Liabilities
     Mortgage loan payable                   $     6,500,000     $    6,500,000
     Deferred interest payable                    18,026,844         15,435,131
     Accounts payable and accrued expenses           154,300             69,681
     Tenants' security deposits payable               68,129             68,867
                                             ----------------    ---------------
          Total liabilities                       24,749,273         22,073,679
                                             ================    ===============


Commitments and contingencies (Notes 3, 4, 5 and 8)

Partners' deficit
     Limited partners' deficit
     (96,472 units issued and outstanding)        (8,543,402)        (5,823,761)
     General partners' deficit                       (86,299)           (58,828)
                                             ----------------    ---------------

                                                  (8,629,701)        (5,882,589)
                                             ----------------    ---------------
                                             $    16,119,572     $   16,191,090
                                             ================    ===============


See notes to financial statements.

                                      F-2


<PAGE>



                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                    Year ended December 31,
                                      -------------------------------------------------
                                           2000               1999             1998
                                      --------------    ---------------   -------------

<S>                                   <C>               <C>               <C>
Revenues
   Rental income                      $   2,604,141     $   2,420,332     $  2,306,202
   Other Income                                  --            12,526            2,217
   Interest Income                           35,101            88,792          171,485
                                      ---------------   ---------------   -------------
                                          2,639,242         2,521,650        2,479,904
                                      ---------------   ---------------   -------------

Cost and expenses
   Mortgage loan interest                 2,591,713         2,317,852        2,076,798
   Operating                                488,600           510,366          508,467
   Depreciation and amortization            366,176           365,510          349,554
   Partnership management fees              301,475           301,475          301,475
   Administrative                           111,106           101,839          101,255
   Property management fees                  77,281            72,156           68,302
                                      ---------------   ---------------   -------------
                                          3,936,351         3,669,198        3,405,851
                                      ---------------   ---------------   -------------


Net loss                              $  (1,297,109)    $  (1,147,548)    $   (925,947)
                                      ===============   ===============   =============


Net loss attributable to
   Limited partners                   $  (1,284,138)    $  (1,136,073)    $   (916,688)
   General partners                         (12,971)          (11,475)          (9,259)
                                      ---------------   ---------------   -------------
                                      $  (1,297,109     $  (1,147,548)    $   (925,947)
                                      ===============   ===============   =============


   Net loss per unit of limited
   partnership interest (96,472
   units outstanding)                 $     (13.31)     $     (11.78)     $     (9.50)
                                      ===============   ===============   =============


</TABLE>


See notes to financial statements.


                                      F-3


<PAGE>



                            HIGH CASH PARTNERS, L.P.

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

              PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 31, 2000



<TABLE>
<CAPTION>

                                        General                 Limited                  Total
                                       Partners'               Partners'               Partners'
                                    Equity (Deficit)        Equity (Deficit)        Equity (Deficit)
                                  --------------------    --------------------    --------------------
<S>                                 <C>                     <C>                     <C>

Balance, January 1, 1998            $     9,906             $     980,669           $     990,575
Net loss - 1998                          (9,259)                 (916,688)               (925,947)
                                  --------------------    --------------------    --------------------
Balance, December 31, 1998                  647                    63,981                  64,628
Net loss - 1999                         (11,475)               (1,136,073)             (1,147,548)
Distributions                           (48,000)               (4,751,669)             (4,799,669)
                                  --------------------    --------------------    --------------------
Balance, December 31, 1999              (58,828)               (5,823,761)             (5,882,589)
Net loss - 2000                         (12,971)               (1,284,138)             (1,297,109)
Distributions                           (14,500)               (1,435,503)             (1,450,003)
                                  --------------------    --------------------    --------------------
Balance, December 31, 2000          $   (86,299)            $  (8,543,402)          $  (8,629,701)
                                  ====================    ====================    ====================


</TABLE>



See notes to financial statements.



                                      F-4

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                                  ------------------------------------------------------------------
                                                        2000                     1999                     1998
                                                  ----------------         ----------------         ----------------
<S>                                               <C>                      <C>                      <C>

INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS

Cash flows from operating activities

  Net loss                                        $  (1,297,109)           $  (1,147,548)           $    (925,947)

  Adjustments to reconcile
    net loss to net cash provided
    by operating activities
       Deferred interest expense                      2,591,713                2,317,852                2,076,798
       Depreciation and amortization                    366,176                  365,510                  349,554
  Changes in operating assets and
    liabilities
       Other assets                                     (23,019)                 (24,640)                 (87,703)
       Tenant receivables, net                          (20,264)                  (2,979)                 (33,916)
       Prepaid insurance premiums                        (5,227)                    (613)                  1,988
       Accounts payable and accrued expenses            (15,381)                 (23,748)                 (34,251)
       Tenants' security deposits payable                  (738)                  10,000                   4,288
                                                  ----------------         ----------------         ----------------
          Net cash provided by operating
            activities                                1,596,151                1,493,834               1,350,8111
                                                  ----------------         ----------------         ----------------


Cash flows from investing activities
  Additions to real estate                                --                      (7,350)                (132,162)
                                                  ----------------         ----------------         ----------------

Cash flows from financing activities
  Distributions to partners                          (1,450,003)              (4,799,669)                     --
                                                  ----------------         ----------------         ----------------


Net increase (decrease) in cash and cash
  equivalents                                           146,148               (3,313,185)               1,218,649

Cash and cash equivalents, beginning of year            957,503                4,270,688                3,052,039
                                                  ----------------         ----------------         ----------------
Cash and cash equivalents, end of year            $   1,103,651            $     957,503            $   4,270,688
                                                  ================         ================         ================


</TABLE>

See notes to financial statements.



                                      F-5

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

1    ORGANIZATION

     High Cash Partners,  L.P.  (formerly High Income Partners L.P. - Series 87)
     (the "Partnership") was formed in May 1986 pursuant to the Delaware Revised
     Uniform Limited  Partnership Act for the purpose of acquiring and operating
     real estate. The Partnership will terminate on December 31, 2030 or sooner,
     in  accordance   with  its  Amended  and  Restated   Agreement  of  Limited
     Partnership (the "Limited Partnership Agreement").  The Partnership filed a
     Form  S-11   registration   statement  with  the  Securities  and  Exchange
     Commission,  which became effective on June 29, 1988,  covering an offering
     of  400,000  limited  partnership  units  (subject  to  increase,   if  the
     Underwriter  exercised  its right to sell an additional  200,000  units) at
     $250 per unit.

     The  Partnership's  public  offering  terminated on June 29, 1990, at which
     time  the  Partnership  had  accepted   subscriptions  for  77,901  limited
     partnership  units  (including  those  units  sold to the  initial  limited
     partner) for  aggregate  net  proceeds of  $17,284,566  (gross  proceeds of
     $19,475,250,  less organization and offering costs aggregating $2,190,684).
     The  Partnership  received  $2,500  and  $1,000  for  contributions  to the
     Partnership  from the initial  limited  partner  and the general  partners,
     respectively.  The  Partnership  had  committed  100% of its  net  proceeds
     available for investment to the Sierra  Marketplace  acquisition,  a retail
     shopping center.

     The  Partnership  sold 18,571  unregistered  limited  partnership  units to
     Integrated  Resources,  Inc.  ("Integrated"),  the  former  parent  of  the
     original  Managing  General Partner of the  Partnership,  for aggregate net
     proceeds of $4,120,441 (gross proceeds of $4,642,750, less organization and
     offering costs aggregating $522,309). Simultaneously, Integrated sold these
     units  to  the  Partnership's  three  bank  creditors.   The  sale  of  the
     aforementioned units,  effective January 1, 1991, was part of a transaction
     that enabled the  Partnership to repay its unsecured  loans on December 19,
     1990.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Leases

     The Partnership  accounts for its leases under the operating method.  Under
     this  method,  revenue is  recognized  as rentals  become  due,  except for
     stepped leases,  where revenue is recognized on a straight-line  basis over
     the life of the lease.

     Depreciation

     Depreciation is computed using the straight-line  method over the estimated
     useful life of the property,  which is  approximately 40 years. The cost of
     the property represents the initial cost of the property to the Partnership
     plus acquisition and closing costs.  Repairs and maintenance are charged to
     operations as incurred.

     Financial statements

     The financial statements include only those assets, liabilities and results
     of operations that relate to the business of the Partnership.

     Cash and cash equivalents

     The  Partnership  considers all short-term  investments  that have original
     maturities   of  three  months  or  less  to  be  cash   equivalents.   The
     Partnership's  cash  balances are held at various  financial


                                      F-6

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



     institutions,  however,  at times, cash balances may exceed limits that are
     insured by the Federal Deposit Insurance Corporation.

     Fair value of financial instruments

     The fair value of  financial  instruments  is  determined  by  reference to
     market  data  and  other   valuation   techniques   as   appropriate.   The
     Partnership's  financial  instruments  consist principally of cash and cash
     equivalents, tenant receivables,  accounts payable and accrued expenses and
     a mortgage  loan payable.  Unless  otherwise  disclosed,  the fair value of
     financial instruments approximates their recorded values.

     Net loss and distributions per unit of limited partnership interest

     Net loss and  distributions  per unit of limited  partnership  interest are
     computed  based upon the number of units  outstanding  (96,472)  during the
     years ended December 31, 2000, 1999 and 1998.

     Deferred financing costs

     Costs incurred in connection with obtaining  long-term debt are capitalized
     and amortized over the life of the debt.

     Income taxes

     No  provisions  have been made for federal,  state and local income  taxes,
     since they are the personal responsibility of the partners.

     The income tax returns of the  Partnership  are subject to  examination  by
     federal, state and local taxing authorities. Such examinations could result
     in  adjustments to  Partnership  losses,  which could affect the income tax
     liability of the individual partners.

     Reclassifications

     Certain  reclassifications have been made to the financial statements shown
     for  the  prior   years  in  order  to  conform  to  the   current   year's
     classifications.

     Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States 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 differ from
     those estimates.

3    CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND TRANSACTIONS
     WITH RELATED PARTIES

     Until June 13, 1997, the Managing  General  Partner of the  Partnership was
     Resources  High Cash,  Inc.  ("RHC").  RHC was,  until  November 3, 1994, a
     wholly-owned  subsidiary  of  Integrated,  at which  time,  pursuant to the
     consummation of Integrated's Plan of Reorganization,  substantially all the
     assets  of  Integrated,  but not the stock of RHC,  were  sold to  Presidio
     Capital Corp.  ("Presidio").  RHC is a wholly-owned subsidiary of XRC Corp.
     ("XRC"),  which is a subsidiary of


                                      F-7


<PAGE>



                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


     Presidio.  The other general partner of the Partnership was, until June 13,
     1997,  Presidio  AGP  Corp.  ("AGP"),  a  Delaware  Corporation  that  is a
     wholly-owned  subsidiary of Presidio.  Presidio also is the parent of other
     entities that were, or may have been,  engaged in businesses  that may have
     been  in  competition  with  the  Partnership.  Accordingly,  conflicts  of
     interest may have arisen between the Partnership and such other businesses.

     Resources  Accrued  Mortgage  Investors 2 L.P.  ("RAM 2"),  whose  managing
     general  partner is owned by Presidio,  made a zero coupon  first  mortgage
     loan to the Partnership (Note 5).

     Effective  April  1,  1991,   Integrated   purchased,   in  an  arms-length
     transaction  from an unaffiliated  third party,  8,361 limited  partnership
     units ("Units"). Effective January 1, 1995, pursuant to the consummation of
     Integrated's Plan of Reorganization, these Units were transferred to XRC.

     On June 13, 1997, RHC and AGP sold their general  partnership  interests to
     Pembroke HCP LLC ("Pembroke  HCP") and Pembroke AGP Corp.  ("Pembroke AGP")
     (collectively,   the  "General  Partners"),   respectively.   In  the  same
     transaction,  XRC sold its 8,361  Units to  Pembroke  Capital  II,  LLC, an
     affiliate of Pembroke HCP and Pembroke AGP. Subsequently,  Pembroke Capital
     II LLC acquired beneficial ownership of an aggregate of an additional 6,257
     Units in the secondary market.

     Following  the sale on June 13,  1997,  an  affiliate  of Pembroke  HCP was
     engaged to perform administrative services for the Partnership.  During the
     years ended December 31, 2000, 1999 and 1998 reimbursable  expenses paid to
     the affiliate by the Partnership  amounted to $48,000,  $42,000 and $36,000
     respectively.

     The Partnership had been a party to a supervisory management agreement with
     Resources  Supervisory  Management  Corp.  ("Resources  Supervisory"),   an
     affiliate of RHC and AGP, pursuant to which Resources Supervisory performed
     certain property management functions. Resources Supervisory performed such
     services  through June 13, 1997.  Effective June 13, 1997, the  Partnership
     terminated  this  agreement  and  entered  into a  similar  agreement  with
     Pembroke  Realty  Management  LLC  ("Pembroke  Realty"),  an  affiliate  of
     Pembroke HCP and Pembroke  AGP. A portion of the property  management  fees
     payable  to  Resources   Supervisory  and  Pembroke  Realty  were  paid  to
     unaffiliated  management companies,  which had been engaged for the purpose
     of performing  the property  management  functions that were the subject of
     the  supervisory  management  agreement.  For the years ended  December 31,
     2000,  1999 and 1998,  Pembroke  Realty was  entitled  to receive  $77,281,
     $72,156 and $68,302,  respectively,  of which $51,961, $58,513 and $56,918,
     respectively, was paid to the unaffiliated management companies. No leasing
     activity  compensation  was paid to  Pembroke  Realty  for the years  ended
     December 31, 2000, 1999, and 1998.

     In  connection  with its  entering  into  the  Mortgage  Loan  Modification
     Agreement,  the Partnership retained Kestrel Management LP ("Kestrel"),  an
     affiliate of RAM 2, to manage the Property  commencing  on January 2, 2001.
     Kestrel  has  assumed  all  management  services  previously  performed  by
     Pembroke Realty and the unaffiliated  management  company,  pursuant to the
     terms of a management agreement.

     For managing the affairs of the  Partnership,  the Managing General Partner
     is entitled to receive a  partnership  management  fee in an annual  amount
     equal to $301,475.

     The General  Partners  are  allocated 1% of the net income or losses of the
     Partnership and are also entitled to receive 1% of distributions.


                                      F-8

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

4    REAL ESTATE, NET

     Real estate assets  represent the  Partnership's  principal  asset,  Sierra
     Marketplace,   a  community   marketplace  located  in  Reno,  Nevada  (the
     "Property").  The Property was purchased by the Partnership on February 10,
     1989, and is summarized as follows:


                                                    December 31,
                                      --------------------------------------
                                             2000               1999
                                      -----------------    -----------------
     Land                              $    6,667,189       $    6,667,189
     Building and improvements             12,940,226           12,940,226
                                      -----------------    -----------------
                                           19,607,415           19,607,415
     Less accumulated depreciation         (4,884,959)          (4,567,021)
                                      -----------------    -----------------
                                       $   14,722,456       $   15,040,394
                                      =================    =================

     The land,  building and  improvements  are  collateralized  by the mortgage
     payable (Note 5).

     Depreciation  expense for the years ended December 31, 2000, 1999, and 1998
     were $317,938, $325,121 and $325,176, respectively.

     During  2000,  each of three  tenants  accounted  for more  than 10% of the
     Partnership's rental revenues. Such tenants accounted for approximately 18%
     19%, and 14% of rental revenues,  with leases expiring in years 2002, 2008,
     and 2003, respectively.

     During  1999,  each of three  tenants  accounted  for more  than 10% of the
     Partnership's  rental revenues.  Such tenants  accounted for  approximately
     20%, 19% and 18% of rental revenues, with leases expiring in 2002, 2008 and
     2003, respectively.

     During  1998,  each of three  tenants  accounted  for more  than 10% of the
     Partnership's  rental revenues.  Such tenants  accounted for  approximately
     22%,  20% and 13% of rental  revenues,  with  leases  expiring in the years
     2008, 2003 and 2001, respectively.


                                      F-9


<PAGE>



                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

     Minimum future rental payments receivable,  excluding operating escalations
     and other  charges,  due from  tenants  pursuant  to the terms of  existing
     noncancellable leases as of December 31, 2000 are as follows:


                  Year ending December 31,
                            2001                 $    1,972,935
                            2002                      1,757,505
                            2003                      1,228,547
                            2004                        703,651
                            2005                        626,641
                         Thereafter              $    1,415,379
                                                -----------------
                                                 $    7,704,658
                                                =================


5    MORTGAGE LOAN PAYABLE

The mortgage loan payable (the "Mortgage  Loan")  represents a zero coupon first
mortgage  loan  held  by  RAM 2,  a  public  limited  partnership  sponsored  by
affiliates of the former general  partners.  The Mortgage Loan bears interest at
the rate of 11.22% per annum,  compounded monthly. The principal balance,  along
with deferred  interest  thereon,  is $24,526,844 at December 31, 2000, and will
aggregate  approximately  $25,000,000 at its original  maturity date of February
28, 2001. As of December 31, 2000,  the  principal and deferred  interest on the
Mortgage Loan exceeded the estimated fair market value of the Property.

     Effective  January 31, 2001,  the  Partnership  has entered into a mortgage
     loan  modification  agreement (the  "Modification  Agreement")  with RAM 2.
     Pursuant to the terms of the  Modification  Agreement,  RAM 2 has agreed to
     forbear,  for not less than one year and up to two years,  the  exercise of
     its rights  and  remedies  under the  Mortgage  Loan for the  Partnership's
     failure to repay all  amounts due and payable  thereunder  at its  original
     maturity. Under the Modification Agreement, the deed to the Property, along
     with a bill of sale,  assignment of leases and other  conveyance  documents
     (the "Conveyance Documents") have been placed in escrow with counsel to RAM
     2.  The  Conveyance  Documents  will  not be  released  to RAM 2 until  the
     earliest to occur of (the "Extended Maturity Date"):

     I.   Any date on which  any  action  taken  or  omitted  to be taken by the
          Partnership  in bad  faith,  intended  to  hinder  or  impede  RAM 2's
          exercise of its rights or remedies under the terms of the Modification
          Agreement,  remains uncured for more than 10 days after notice of same
          from RAM 2;

     II.  Any date on or after March 1, 2002,  upon the closing date of the sale
          or other  conveyance  of the  Property  (a) if RAM 2 identifies a bona
          fide third party  purchaser  to acquire the  Property,  or (b) for any
          other reason deemed reasonably  necessary by RAM 2 to avoid a material
          economic disadvantage to it; and

     III. March 1, 2003.

     The Modification  Agreement further provides from March 1, 2001, until such
     time as the Conveyance  Documents have been released,  the Partnership will
     be entitled to receive $100,000


                                      F-10


<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

     per annum  pro-rated  monthly  and paid  monthly  to the  extent  cash flow
     permits  and RAM 2 will be  entitled  to  receive  the  balance  of the net
     operating  income  generated  by the  Property  to be applied  against  the
     outstanding principal and deferred interest on the Mortgage Loan.

     Under the terms of the Modification Agreement,  the Partnership will retain
     its interest in the Property until and unless the Conveyance  Documents are
     released to RAM 2 in accordance  with the terms thereof.  Prior to March 1,
     2003,  until RAM 2 notifies  the  Partnership  that it has  entered  into a
     contract  to sell or convey the  Property,  the  Partnership  will have the
     right to satisfy the  Mortgage  Loan for an amount  equal to the sum of (x)
     the then unpaid  principal  balance of the Mortgage  Loan,  and all accrued
     interest  thereon and other charges due thereunder and (y) 66% of the value
     of the Property in excess of the amount  described in clause (x) above,  as
     additional  interest  on  the  Mortgage  Loan.  If  the  Mortgage  Loan  is
     satisfied, the Conveyance Documents will be returned to the Partnership. If
     the  Partnership  is unable to  refinance  or  otherwise  restructure  this
     outstanding  indebtedness  prior to the Extended  Maturity Date of March 1,
     2003, the Partnership will lose its entire interest in its property.

     Under the terms of the Mortgage  Loan,  the  Partnership  was  obligated to
     provide  RAM 2 with a  current  appraisal  of the  Property  upon  RAM  2's
     request. If it was determined, based upon the requested appraisal, that the
     sum of (i) the  principal  balance of the Mortgage Loan plus all other then
     outstanding  indebtedness  secured by the Property and (ii) all accrued and
     unpaid  interest on the  Mortgage  Loan  calculated  at a rate of 6.22% per
     annum compounded  monthly through the date of such appraisal,  exceeded 85%
     of the appraised value of the Property, an amount equal to such excess (the
     "Excess  Payment")  would become  immediately  due and payable to RAM 2. In
     accordance with the terms of the Modification Agreement,  RAM 2 is entitled
     to  request  an  appraisal  of the  Property;  however,  if such  appraisal
     indicated  that no Excess  Payment  was due,  RAM 2 would  have no  further
     appraisal  rights.  RAM 2  requested  that the  Property  be  appraised  by
     Greenwich Realty Advisors,  a real estate appraisal firm  unaffiliated with
     the  Partnership,  the Managing  General  Partner or RAM 2. The  appraisal,
     which was performed on March 1, 2001,  indicated that an Excess Payment was
     not due or payable to RAM 2 at that date. Consequently,  under the terms of
     the Modification  Agreement,  RAM 2 has no further appraisal right pursuant
     to the terms of the Mortgage Loan.

6    DISTRIBUTIONS

     In May 1999,  October 1999, January 2000 and May 2000, the Partnership paid
     cash  distributions of  approximately  $4,100,000,  $700,000,  $700,000 and
     $750,000,  respectively,  or  $42.07,  $7.18,  $7.18  and  $7.70  per Unit,
     respectively,  to Unitholders of record on May 11, 1999,  October 20, 1999,
     January 1, 2000 and May 30, 2000, respectively.

7    RECONCILIATION  OF NET LOSS AND NET ASSETS PER FINANCIAL  STATEMENTS TO TAX
     BASIS

     The Partnership  files its tax return on an accrual basis.  The Partnership
     has computed  depreciation for tax purposes using the Modified  Accelerated
     Cost Recovery  System,  which is not in accordance with generally  accepted
     accounting   principles.   A  reconciliation  of  net  loss  per  financial
     statements to the tax basis of accounting is as follows:


                                      F-11


<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>

                                                                   Year ended December 31,
                                                  --------------------------------------------------------
                                                        2000                1999                1998
                                                  ----------------    ----------------    ----------------
     <S>                                          <C>                 <C>                 <C>
     Net loss per financial statements            $   (1,297,109)     $   (1,147,548)     $     (925,947)

     Tax depreciation and amortization in
     excess of financial statement
     depreciation and amortization
                                                        (207,849)           (221,800)           (228,353)
                                                  ----------------    ----------------    ----------------
     Net loss per tax basis                       $   (1,504,958)     $   (1,369,348)     $   (1,154,300)
                                                  ================    ================    ================
</TABLE>

     The  differences   between  the  Partnership's  net  assets  per  financial
     statements and the tax basis of accounting are as follows:

<TABLE>
<CAPTION>
                                                                             December 31,
                                                             ----------------------------------------
                                                                    2000                   1999
                                                             -----------------      -----------------
                  <S>                                          <C>                    <C>

                  Net assets per financial statements          $  (8,629,701)         $  (5,882,589)

                  Cumulative tax depreciation and
                  amortization in excess of financial
                  statement depreciation                          (1,413,946)            (1,206,097)

                  Write-down for impairment                        6,475,500              6,475,500

                  Syndication costs                                2,712,993              2,712,993
                                                             -----------------      -----------------
                  Net assets per tax basis                     $    (855,154)         $   2,099,807
                                                             =================      =================

</TABLE>


8    TENANT DEFAULTS

     Until  November  1997,  Levitz  Department  Store  ("Levitz")  had occupied
     approximately  23% of the space at the  Property.  Rent under the lease for
     each of 1997 and 1996 was approximately  $412,000,  which was approximately
     16% of the Partnership's  total rental income revenues in each such period.
     In November 1997,  Levitz,  which had filed for protection under Chapter 11
     of the Bankruptcy Code, vacated its space.  Levitz ceased paying rent as of
     April 2, 1998. The Partnership is currently  pursuing a claim in the Levitz
     bankruptcy proceedings.

     During  1999,  the  Partnership  entered  into a  short-term  lease with an
     existing tenant at an annual rent  substantially less than under the Levitz
     lease;  this lease is terminable by the Partnership  upon written notice to
     the tenant, in the event the Partnership secures a long-term,  creditworthy
     tenant for the space.

     In 1999,  Good Guys,  Inc.  ("Good Guys"),  a consumer  electronics  store,
     vacated its premises at the Property and ceased paying rent under the lease
     as of December 1, 2000. The  Partnership has instituted  legal  proceedings
     against Good Guys in respect of its non-payment of rent.


                                      F-12

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


     The vacancies at the Levitz and Good Guys spaces have resulted in a loss of
     income to the Partnership.  The vacancies also may have adversely  affected
     the surrounding  tenants,  particularly in light of the limited  visibility
     those tenants have to the main  thoroughfare.  The  Partnership is actively
     seeking  substitute  tenants.  However,  there can be no assurance that the
     Partnership  will  succeed in finding  long-term,  creditworthy  substitute
     tenants  promptly or on terms  comparable to those under the Levitz or Good
     Guys leases. In addition, if such a tenant is obtained, the Partnership may
     be  required  to make  substantial  expenditures  in order to  secure  such
     substitute tenant and in connection with the new lease.



                                      F-13

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                 Schedule II - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>

<CAPTION>
                                                           ADDITIONS
                                                  --------------------------
        DESCRIPTION               BALANCE AT      CHARGED TO     CHARGED TO
                                 BEGINNING OF      COSTS AND       OTHER                         BALANCE AT
                                  PERIOD (A)       EXPENSES       ACCOUNTS        DEDUCTIONS    END OF PERIOD
-----------------------------    ------------     -----------    -----------      -----------   -------------
<S>                              <C>              <C>            <C>              <C>           <C>

Year ended December 31, 2000
        Reno, Nevada
     Sierra Marketplace          $  6,475,500     $      -       $      -         $      -      $  6,475,500
                                 =============    ===========    ===========      ===========   =============

Year ended December 31, 1999
        Reno, Nevada
     Sierra Marketplace          $  6,475,500     $      -       $      -         $      -      $  6,475,500
                                 =============    ===========    ===========      ===========   =============

Year ended December 31, 1998
        Reno, Nevada
     Sierra Marketplace          $  6,475,500     $      -       $      -         $      -      $  6,475,500
                                 =============    ===========    ===========      ===========   =============



</TABLE>



(A)  Represents an allowance for impairment provided on the Sierra Marketplace
     property during 1997.


See notes to financial statements.


                                      F-14

<PAGE>



                            HIGH CASH PARTNERS, L.P.

            Schedule III - REAL ESTATE AND ACCUMMULATED DEPRECIATION

<TABLE>
<CAPTION>

                                   INITIAL COST(1)           COSTS CAPITALIZED           GROSS AMOUNT AT WHICH CARRIED AT
                              -------------------------    ----------------------    ------------------------------------------

                                            Building                                                  Building
                                              and                                                       and
               Encum-                       Improve-       Improve-     Carrying                      Improve-
Description    brances            Land       ments          ments         Cost           Land          ments          Total
-----------    ------------   -----------   -----------    ---------    ---------    -----------    ------------   ------------
<S>            <C>            <C>           <C>            <C>          <C>          <C>            <C>            <C>

Sierra
Marketplace
Retail
Shopping
Center


Reno, Nevada   $ 24,526,844   $ 6,868,859   $16,494,467    $ 719,589    $   --       $ 6,667,189    $ 12,940,226   $ 19,607,415
               ------------   -----------   -----------    ---------    ---------    -----------    ------------   ------------

<CAPTION>

                                            Life on which
Accumu-                                     Depreciation in
lated          Date of                      Latest Income
Deprecia-      Construc-        Date        Statement is
tion           tion           Acquired         Computed
---------      ---------      --------      ---------------
<C>              <C>            <C>         <C>
                                            Straight-line
$4,884,959       10/88          2/89        method 40 years
----------     ---------      --------      ---------------

</TABLE>




                                           Year ended December 31,
                               -----------------------------------------------

                                   1998             1999              2000
                               -------------   --------------    -------------

(A) RECONCILATION OF REAL
ESTATE OWNED



Balance at beginning of year   $  19,467,903    $  19,600,065    $  19,607,415

Subtractions during year
  Write-down for impairment                -                -                -
                               -------------    -------------    -------------
                                  19,467,903       19,600,065       19,607,415

Additions during
   year improvements                 132,162            7,350                -
                               -------------    -------------    -------------

Balance at end of year         $  19,600,065    $  19,607,415    $  19,607,415
                               -------------    -------------    -------------



                                      F-15


<PAGE>




(B) RECONCILIATION OF                   Year ended December 31,
ACCUMULATED                     ------------------------------------------------
DEPRECIATION
                                      1998             1999            2000
                                --------------   --------------   --------------
Balance at beginning of year    $   3,916,724    $   4,241,900    $   4,567,021

Additions during the year
  Depreciation                        325,176          325,121          317,938
                                --------------   --------------   --------------

Balance at end of year          $   4,241,900    $   4,567,021    $   4,884,959
                                ==============   ==============   ==============





(1)  The aggregate  cost for income tax purposes is  $26,082,913 at December 31,
     2000.


See notes to financial statements.


                                      F-16

<PAGE>


PART III

Item 10. Directors and Executive Officers of Registrant

The  Partnership  has no officers or directors.  Pembroke HCP, LLC, the Managing
General  Partner,  manages  and  controls  substantially  all the  Partnership's
affairs and has general  responsibility  and  ultimate  authority in all matters
affecting its business.  Pembroke AGP Corp., the Associate  General Partner,  in
its capacity as such,  does not devote a material amount of time or attention to
the Partnership's affairs.

Based on a review of the filings  under  Section 16(a) of the Exchange Act, none
of the Managing General Partner, the sole member or the officers of the Managing
General Partner or the beneficial owners of more than 10% of the Units failed to
file on a timely  basis  reports  required by Section  16(a) of the Exchange Act
during 2000 or prior years,  except for the failure by Pembroke  Capital II, LLC
("PC")  to  file  reports  on  Forms  4 and 5 in  respect  of  approximately  12
transactions in 1997,  1998,  1999 and 2000 resulting in PC's  acquisition of an
aggregate of 6,257 Units.

Lawrence  J. Cohen,  age 45, is, and for more than six years has been,  the sole
shareholder and director of Pembroke  Companies,  Inc., which is the sole member
and the  manager  of each of the  Managing  General  Partner  and the  Associate
General  Partner.  Pembroke  Companies,  Inc.  is  a  privately-held  investment
management company, which makes investments in, and provides management services
to, a variety of real estate-related businesses.

Item 11. Executive Compensation

The  Partnership  is not required to pay, and has not paid,  the  officers,  the
manager or the sole  member of the  Managing  General  Partner or the  Associate
General Partner, or the officers or directors of the sole member of the Managing
General Partner or the Assistant General Partner. Certain officers and directors
of the former managing general partner of the Partnership received  compensation
from the former  managing  general  partner or its affiliates  (but not from the
Partnership) for services performed for various affiliated  entities,  which may
have included  services  performed  for the  Partnership;  in addition,  certain
individuals  affiliated with the Managing  General Partner receive  compensation
from  the  Managing  General  Partner  or  its  affiliates  (but  not  from  the
Partnership) for services performed for various affiliated  entities,  which may
have included services for the Partnership.  See Item 13, "Certain Relationships
and Related Transactions."

Item 12. Security Ownership of Certain Beneficial Owners and Management

PC and  Equity  Resources  Fund XIV  Limited  Partnership  ("ERF")  are the only
persons known by the Partnership to be the beneficial  owners of more than 5% of
the Units. The Partnership believes PC and ERF beneficially own 14,618 Units and
8,998  Units,  respectively,  which are 15.2%  and  9.3%,  respectively,  of the
outstanding Units. Mr. Cohen is the sole member of PC, and, therefore, he may be
deemed to be the beneficial owner of PC's 14,618 Units. See Item 10,  "Directors
and Executive  Officers of Registrant"  above. The address of each of PC and Mr.
Cohen is Pembroke  Companies,  Inc.,  70 East 55th  Street,  New York,  New York
10022. The address of ERF is 14 Story Street, Cambridge, Massachusetts 02138.


                                     III-1

<PAGE>




Item 13. Certain Relationships and Related Transactions

During 2000,  the General  Partners  and their  respective  affiliates  received
compensation or payments for services from or with respect to the Partnership as
follows:

        Name                      Capacity in Which Served         Compensation

Pembroke HCP, LLC                 Managing General Partner         $ 301,475 (1)
Pembroke AGP, LLC                 Associate General Partner               -  (2)
Pembroke Realty Management LLC    Supervisory Property Manager     $  25,320 (3)



(1)  Represents a  partnership  management  fee earned by the  Managing  General
     Partner.  Under the Partnership's  Partnership  Agreement,  .99% of the net
     income,  net loss and distributions of the Partnership are allocated to the
     Managing General Partner.  For 2000,  $14,899 of the Partnership's tax loss
     and  $14,355  of  distributions  were  allocated  to the  Managing  General
     Partner.

(2)  Under the Partnership Agreement,  .01% of the Partnership's net income, net
     loss and distributions are allocated to the Associate General Partner.  For
     2000, $150 of the  Partnership's  tax loss and $145 of  distributions  were
     allocated to the Associate General Partner.

(3)  This amount was earned pursuant to a supervisory  management agreement with
     the Partnership for  performance of certain  functions  related to property
     management.  In addition,  $51,961 was paid to Colliers Nevada  Management,
     LLC, an unaffiliated  property  management  company that performed services
     for the Partnership.


                                     III-2

<PAGE>


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)   Financial  Statements:  See "Index to Financial  Statements"  in Item 8
         above.

(a)(2)   Financial Statement Schedules:  See "Index to Financial  Statements" in
         Item 8 above.

(a)(3)   Exhibits:

3.       (a)   Second Amended and Restated Partnership  Agreement  ("Partnership
               Agreement") of Registrant,  incorporated  by reference to Exhibit
               3D to Amendment No. 2 to Registrant's  Registration  Statement on
               Form S-11 filed on June 24, 1988 (Reg. No. 33-6412)  (hereinafter
               the "Form S-11").

         (b)   Amended  and  Restated  Certificate  of  Limited  Partnership  of
               Registrant,  incorporated  by reference to Exhibit 3C to the Form
               S-11.

         (c)   Amendment to Partnership Agreement,  incorporated by reference to
               Supplement No. 1 dated August 19, 1988 to Registrant's Prospectus
               filed pursuant to Rules 424(b) and 424(c) (Reg. No. 33-6412).

10.      (a)   Management  Services  Agreement between  Registrant and Resources
               Property Management Corp., incorporated by reference to Exhibit 1
               OB to Amendment No. 2 to the Form S-11.

         (b)   Acquisition and Disposition  Services Agreement among Registrant,
               Realty   Resources   Inc.,   and  Resources   High  Cash,   Inc.,
               incorporated  by  reference  to  Exhibit  10.(b) of  Registrant's
               Report  on Form  10-K  for  the  year  ended  December  31,  1988
               (hereinafter the "1988 10-K").

         (c)   Agreement among Resources High Cash, Inc.,  Integrated Resources,
               Inc.  and Fourth  Group  Partners,  incorporated  by reference to
               Exhibit 10.(c) of the 1988 10-K.

         (d)   Agreement of Purchase and Sale between Sierra Virginia,  Inc. and
               Nevada  Corp.,  incorporated  by  reference  to  Exhibit  10A  to
               Registrant's  Form 8 with respect to Registrant's  current report
               on Form 8-K dated February 10, 1989.

         (e)   Registered  Note by Registrant  to RAM 2 in  connection  with the
               purchase of Sierra  Marketplace,  incorporated  by  reference  to
               Exhibit 10B to  Registrant's  Form 8 with respect to Registrant's
               current report on Form 8-K dated February 10, 1989,  incorporated
               by reference to Exhibit 10(f) of Registrant's Report on Form 10-K
               for the year  ended  December  31,  1989  (hereinafter  the "1989
               10-K").

         (f)   Settlement  Agreement,  dated October 17, 1990 among  Registrant,
               Integrated,   First   Interstate  Bank  of  Denver  N.A.,   First
               Interstate Bank of Washington,  N.A. and First American  National
               Bank, Incorporated, incorporated by reference to Exhibit 10(a) to
               Registrant's Current Report on Form 8-K dated December 19, 1990.



                                      IV-1
<PAGE>


         (g)   Supervisory  Management  Agreement  dated as of  November 1, 1991
               between   Registrant   and   Resources   Supervisory   Management
               Corporation   incorporated  by  reference  to  Exhibit  10(g)  to
               Registrant's  Report on Form 10K for the year ended  December 31,
               1991.

         (h)   Management   Agreement   dated  as  of  November  1,  1991  among
               Registrant,   Resources  Supervisory   Management  Corp.  and  CB
               Commercial Real Estate Group, Inc.,  incorporated by reference to
               Exhibit  10(h) to  Registrant's  Report on Form 10-K for the year
               ended December 31, 1991.

         (i)   Exclusive  Leasing Listing  Agreement dated as of January 1, 1993
               between Resources Supervisory  Management Corp. and CB Commercial
               Real Estate  Group,  Inc.,  incorporated  by reference to Exhibit
               10(i) to  Registrant's  Report  on Form  10-K for the year  ended
               December 31, 1993.

         (j)   First Amendment to Exclusive  Leasing Listing  Agreement dated as
               of January 1, 1994 between Resources Supervisory Management Corp.
               and CB  Commercial  Real  Estate  Group,  Inc.,  incorporated  by
               reference to Exhibit 100) to Registrant's Report on Form 10-K for
               the year ended December 31, 1993.

         (k)   Second  Amendment to Management  Agreement dated as of January 1,
               1994  between  Resources  Supervisory  Management  Corp.  and  CB
               Commercial Real Estate Group, Inc.,  incorporated by reference to
               Exhibit  10(k) to  Registrant's  Report on Form 10-K for the year
               ended December 31, 1993.

         (l)   Management  Agreement dated  September 22, 1999 between  Pembroke
               Supervisory Management, LLC and Colliers Nevada Management,  LLC,
               incorporated   by  reference  to  Exhibit  10.1  to  Registrant's
               Quarterly  Report  on Form  10-Q  for the  fiscal  quarter  ended
               September 30, 1999.

         (m    Exclusive  Leasing  Listing  Agreement  dated  September  9, 1999
               between Pembroke Supervisory Management,  LLC and Colliers Nevada
               Management,  LLC,  incorporated  by  reference to Exhibit 10.2 to
               Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
               ended September 30, 1999.

         (n)   Mortgage  Loan  Modification  Agreement  dated  December 21, 2000
               between High Cash Partners,  L.P. and Resources  Accrued Mortgage
               Investors 2 L.P.,  incorporated  by  reference to Exhibit 10.1 to
               Registrant's Current Report on Form 8-K dated February 8, 2001.

(b)            Report on Form 8-K:

               Registrant  filed the  following  reports  on Form 8-K during the
               last quarter of the fiscal year:

               Current Report on Form 8-K dated February 8, 2000.

                                      IV-2

<PAGE>




                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   HIGH CASH PARTNERS, L.P.


                                   By:   Pembroke HCP, LLC
                                         Managing General Partner


Dated:  March 30, 2001             By:   Pembroke Companies, Inc.
                                         Managing Member


                                   By:   /s/  Lawrence J. Cohen
                                         ---------------------------------------
                                         Lawrence J. Cohen


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of  Registrant  and in
the capacities  (with respect to the Managing  General  Partner) and on the date
indicated.


Dated:  March 30, 2001             /s/  Lawrence J. Cohen
                                   -----------------------------------
                                   Lawrence J. Cohen