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

                                   FORM 10-Q

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

                 For the Quarterly Period ended March 31, 1997

                                      OR

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


                        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:    (888) 678-1109






Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12, 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      
                                           -----         -----
<PAGE>
 
                                    PART I
                                    ------

                             FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                     NATIONAL PROPERTIES INVESTMENT TRUST

                                     INDEX


     Accountants' Review Report
 
     Comparative Balance Sheet as of March 31, 1997 and December 31, 1996

     Comparative Statement of Operations for the Quarters Ended March 31, 1997
     and 1996

     Comparative Statement of Changes in Shareholders' Equity for the Quarters
     Ended March 31, 1997 and 1996

     Comparative Statement of Cash Flows for the Quarters Ended March 31, 1997
     and 1996

     Notes to the Financial Statements
<PAGE>
 
                        BERNARDI, ALFIN & KOOS, L.L.C.
                         CERTIFIED PUBLIC ACCOUNTANTS
                             80 SOUTH MAIN STREET
                    WEST HARTFORD, CONNECTICUT  06107-2408
                                ---------------
                  TEL: (860) 521-3430     FAX: (860) 521-6148

JOSEPH A. BERNARDI, CPA                                   JOHN T. SALEMI, CPA
JEFFREY S. ALFIN, CPA                                     CARLO M. SPARAGNA, CPA
KENNETH J. KOOS, CPA                                          ---------------
                                                          ROBERT H. LONDON, CPA

                                 May  5, 1997

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

We have reviewed the accompanying balance sheet of National Properties
Investment Trust as of March 31, 1997 and the related statements of operations,
changes in shareholders' equity and cash flows for the three months ended March
31, 1997 and 1996, included in the accompanying Securities and Exchange
Commission Form 10-Q for the period ended March 31, 1997 in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of National
Properties Investment Trust.

A review of interim financial information consists principally of inquiries of
company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1996, and the related statements
of operations, shareholders' equity and cash flows for the year then ended (not
presented herein). In our report dated March 18, 1997, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 1996,
is fairly stated in all material respects in relation to the balance sheet from
which it has been derived.

                                         Respectfully submitted,

                                         /s/ Bernardi, Alfin & Koos, L.L.C.
          
                                         BERNARDI, ALFIN & KOOS, L.L.C.
                                         Certified Public Accountants
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST 
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
                          COMPARATIVE BALANCE SHEET 
                          -------------------------
                        See Accountants' Review Report
                                                                

<TABLE> 
<CAPTION> 

                                                                             March 31,           December 31,
                                                                               1997                  1996            
                                                                               ----                  ----
<S>                                                                     <C>                   <C> 
ASSETS:                                                         
-------
        Investments in real estate and personal property                $        982,952      $        948,583              
        Cash and cash equivalents                                                 24,356                44,403               
        Receivables                                                               18,963                18,248               
        Other assets                                                              29,566                39,633               
                                                                           -------------         -------------

TOTAL ASSETS                                                            $      1,055,837      $      1,050,867            
------------                                                               =============         =============
                                                                                                                  
LIABILITIES:                                                                                                      
------------
        Accounts payable and accrued expenses                           $         23,939      $         53,107                 
        Security deposits held and prepaid rent                                   23,983                20,821                 
        Mortgage payable                                                         564,234               571,258
                                                                           -------------         -------------
                Total Liabilities                                                612,156               645,186
                                                                           -------------         -------------
                                                                                                                  
SHAREHOLDERS' EQUITY:                                                                                             
---------------------
        Shares of beneficial interest, no par value, unlimited                                                  
          authorization, shares issued and outstanding were                                                     
          749,276 in 1997 and 718,860 in 1996                                 11,772,347            11,735,447
        Accumulated deficit                                                  (11,328,666)          (11,329,766)
                                                                           -------------         -------------
                Total Shareholders' Equity                                       443,681               405,681
                                                                           -------------         -------------
                                                                                                                  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $      1,055,837      $      1,050,867      
------------------------------------------                                 =============         =============
</TABLE> 

   The accompanying notes are an integral part of the financial statements.
                                                        
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST 
                          CANTON CENTER, CONNECTICUT
                      COMPARATIVE STATEMENT OF OPERATIONS
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 
                                                                        
                                                                 For the Quarter Ended
                                                                       March 31,
                                                                       ---------
                                                                1997               1996    
                                                                ----               ----
<S>                                                     <C>                   <C> 
PROPERTY OPERATIONS:                                                                    
--------------------
        Gross rental income                             $        87,016       $        87,846       
        Rental expenses                                          62,477                62,805       
                                                           ------------          ------------
                Net Income from Property Operations              24,539                25,041       
                                                           ------------          ------------
                                                                        
OTHER INCOME (EXPENSE):                                                                 
-----------------------
        Interest income                                             109                   595    
        General and administrative expenses                     (23,547)              (25,168)     
                                                           ------------          ------------
                Total Other Income (Expense)                    (23,438)              (24,573)     
                                                           ------------          ------------
                                                                        
NET INCOME                                              $         1,101       $           468    
----------                                                 ============          ============
                                                                        
INCOME PER SHARE OF BENEFICIAL INTEREST                 $           -         $           -      
---------------------------------------                    ============          ============

AVERAGE NUMBER OF SHARES OF BENEFICIAL                                                                  
--------------------------------------
        INTEREST                                                728,323               718,860      
        --------                                           ============          ============
</TABLE> 

   The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
           COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
           --------------------------------------------------------
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 

                                                        For the Quarter Ended                           For the Quarter Ended
                                                              March 31,                                       March 31,
                                                              ---------                                       ---------
                                                                                                                                  
                                                                 1997                                            1996
                                                     ----------------------------                    ----------------------------
                                                        Shares          Amount                          Shares          Amount
                                                        ------          ------                          ------          ------
<S>                                                    <C>          <C>                                 <C>         <C> 
SHARES OF BENEFICIAL INTEREST                                                                                                     
-----------------------------
                                                                                                                                  
        Balance - Beginning of the Period              718,860      $  11,735,447                       718,860     $  11,735,447 
                                                                    
        Shares issued                                   30,416             36,900                          -                - 

                                                     ---------       ------------                     ---------      ------------
        Balance - End of the Period                    749,276      $  11,772,347                       718,860     $  11,735,447 
                                                     =========       ============                     =========      ============
                                                                                                  
ACCUMULATED DEFICIT                                                                                               
-------------------
                                                                                                  
        Balance - Beginning of the Period                           $ (11,329,767)                                  $ (11,274,829)
                                                                                                  
        Net income                                                          1,101                                             468 
                                                                                                  
        Dividends paid                                                   -                                                (36,339)
                                                                     ------------                                    ------------
                                                                                                  
        Balance - End of the Period                                 $ (11,328,666)                                  $ (11,310,700)
                                                                     ============                                    ============

</TABLE> 

   The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                     ------------------------------------
                          CANTON CENTER, CONNECTICUT
                          --------------------------
                      COMPARATIVE STATEMENT OF CASH FLOWS
                      -----------------------------------
               Increase (Decrease) in Cash and Cash Equivalents
                        See Accountants' Review Report

<TABLE> 
<CAPTION> 

                                                                                 For the Quarter Ended                   
                                                                                       March 31,
                                                                                       ---------
                                                                                 1997             1996    
                                                                                 ----             ----
<S>                                                                         <C>                <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                   
-------------------------------------
        Net income                                                          $       1,101      $        468    
                                                                             ------------       -----------
                                                                                        
        Adjustments to reconcile net income to net cash                                                                         
         provided by (used in) operating activities                                                                             
                                                                                
                Depreciation and amortization                                      13,097            11,999 
                Changes in Assets and Liabilities:                                                             
                        Receivables                                                  (715)           (1,217)
                        Other assets                                                7,823             6,336 
                        Accounts payable and accrued expenses                     (29,168)           (5,707)
                        Security deposits held and prepaid rent                     3,162             - 
                                                                             ------------       -----------
                                Total Adjustments                                  (5,801)           11,411 
                                                                             ------------       -----------
        Net Cash Provided By (Used In) Operating Activities                        (4,700)           11,879
                                                                             ------------       -----------
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES:  
------------------------------------                                                                         
        Purchase of personal property                                             (45,223)           (8,350)
                                                                             ------------       -----------
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------                                                                           
        Principal payments on debt                                                 (7,024)           (7,462)
        Proceeds from the issuance of shares                                       36,900 
        Dividends paid                                                              -               (36,339)
                                                                             ------------       -----------
                Net Cash Provided By (Used In) Financing Activities                29,876           (43,801)
                                                                             ------------       -----------
                                                                                        
NET DECREASE IN CASH AND CASH EQUIVALENTS                                         (20,047)          (40,272)
-----------------------------------------
                                                                                        
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                                 44,403           108,081
--------------------------------------------------                           ------------       -----------
                                                                                        
CASH AND CASH EQUIVALENTS, END OF THE PERIOD                                $      24,356      $     67,809 
============================================                                 ============       =========== 

</TABLE> 

   The accompanying notes are an integral part of the financial statements. 
<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 (approximately four to seven years). The Trust currently
         owns a single property located in central Florida. Due to past adverse
         conditions in the real estate market, and the economy in general, the
         Trustees have determined that it would be necessary to extend the
         holding period for its property beyond the property's anticipated four
         to seven years. The results of the Trust's operations depend upon the
         Trust's property's competitive position in its respective leasing
         market. The Shoppes at Lake Mary, a strip shopping center located in
         Lake Mary, Florida, is the Trust's sole remaining property.

         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 1997, 
         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 March 31, 1997
         and March 31, 1996. However, the Trust is subject to state income
         taxes, where applicable.

         E.  Depreciation:
             ------------
             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.

         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.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS




NOTE 1 - Organization and Summary of Accounting Policies: (Continued)
         ----------------------------------------------- 
         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:
         -------------------------- 
             Currently, there is no agreement with regards to compensation of 
         the Managing Trustee and the Managing Trustee was paid $12,000 for the
         quarter ended March 31, 1997. In addition, the Trust offices are
         located at premises owned by the Managing Trustee. No rent was charged
         to the Trust in the quarter ended March 31, 1997, however, the Trust
         paid utility bills for the office of $771 in the quarter ended March
         31, 1997.

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

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 Real Estate and Personal Property:
         ----------------------------------------------- 
             The Trust purchased The Shoppes at Lake Mary, a 38,125 square foot
         shopping center located in Lake May, Florida on March 31, 1986 for
         $3,200,000. Pursuant to the purchase agreement, the seller guaranteed
         that the revenues generated by the project during the first two years
         of its operation would be at least equal to the aggregate of all
         expenses incurred in connection with the use and operation of the
         project during each such year plus $360,000. The seller placed $300,000
         of the purchase price in an interest bearing escrow account as security
         for the guarantee. On September 26, 1986, the Trust released the seller
         from the guarantee in consideration for the funds held in escrow. The
         funds held in escrow were forwarded to the Trust on October 2, 1986.
         The basis of the property acquired has been reduced by the amount
         received under the terms of the cash flow guarantee. On December 31,
         1991 the Trust reduced the book value of real property by $1,677,901 to
         its net realizable value.

             All of the Trust's property are recorded at historical cost, 
         except for it's real property which is recorded at its historical cost,
         less $310,762 for the reduction in basis due to the release of funds
         escrowed at closing, and less $1,677,901 loss reserve to reduce the
         property value to its net realizable value.
<PAGE>
 
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS



NOTE 4 - Investment in Real Estate and Personal Property: (Continued)
         -----------------------------------------------
             The Trust's property and equipment are as follows:

<TABLE> 
<CAPTION> 
                                                     The Shoppes at Lake Mary      
                                                     March 31,     December 31,       
                                                       1997            1996           
                                                       ----            ----           
     <S>                                          <C>             <C> 
     Land                                         $   275,520     $   230,299         
     Buildings                                      1,147,584       1,147,584         
     Tenant Improvements                              210,742         210,742         
     Furnishings and Equipment                         19,545          19,544         
                                                    ---------      ----------         
        Total                                       1,653,391       1,608,169         
     Less: Accumulated Depreciation                (  670,439)     (  659,586)        
                                                    ---------      ----------         
     Net Investment in Real Estate                  
     and Personal Property                         $  982,952     $   948,583         
                                                    =========      ==========         
                                                                             
NOTE 5 - Receivables:
         ------------
             Receivables consist of the following:
<CAPTION> 
                                                                3/31/97        12/31/96   
                                                                -------        --------   
             <S>                                              <C>             <C> 
             Tenant Receivables                               $  18,963       $  18,248  
             Allowance for Doubtful Accounts                        -               -     
                                                                 ------          ------  
             Tenant Receivables net of Allowance              $  18,963       $  18,248  
                                                                 ======          ======   

NOTE 6 - Mortgages Payable:
         ------------------
<CAPTION> 
                                                                3/31/97        12/31/96         
                                                                -------        --------         
             <S>                                             <C>             <C> 
             Mortgage payable in monthly                                                        
             installments of principal of $7,201                                               
             plus interest charged at 2% over                                                  
             prime on the outstanding balance.                                                 
             The balance of principal & interest is                                            
             due in full in October, 1998.  The                                                
             loan is secured by a first mortgage                                               
             lien on the Shoppes at Lake Mary.                $ 564,234       $ 571,258         
                                                                -------         -------
</TABLE> 

             The following sets forth the principal payments due on the
mortgages payable:


                  March 31, 1998                        29,960
                  March 31, 1999                       534,274
<PAGE>

                     NATIONAL PROPERTIES INVESTMENT TRUST
                        NOTES TO FINANCIAL STATEMENTS
 
NOTE 7- Contingencies:
        -------------
             Salvatore R. Carabetta, an Independent Trustee, resigned on 
        June 30, 1996. A successor Trustee has not been appointed to date, which
        is greater than 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. 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 need to be present to hold a vote.

             On January 6, 1996 the Managing Trustee has 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.

             A successor Trustee has not been appointed and it has delayed the
        full implementation of the self managed trust organization. The Trustees
        have drafted a proposed amended and restated Declaration of Trust to
        define the powers and limitations on the "Officers" and "Board of
        Directors" of the Trust for a vote by the shareholders. A group of
        Trustee's has not been appointed to serve as the "Board of Directors"
        to oversee the management of the Trust by the Managing Trustee. It has
        caused the Managing Trustee to operate the Trust without an employment
        agreement.

             George Knude, an Independent Trustee, resigned on November 13, 
        1995.  A successor Trustee had not been appointed until June 25, 1996 
        which was greater than the 60 days provided in the Declaration of Trust.

             The Trust has retained Prudential Securities to assist the 
        Trustees with the identification and evaluation of potential candidates
        for the Trust to acquire additional properties or a possible merger. As
        a result of these activities, the Trustees have been negotiating with a
        northeast based real estate company. Both the real estate company and
        the Trust are performing preliminary due diligence inquiries to
        determine if the proposed transaction will be in the best interest of
        each party. The anticipated agreement, if it takes place, will have the
        real estate company contributing real estate to the Trust in exchange
        for shares of beneficial interest. The results of the proposed
        transaction would make the real estate company the single largest
        shareholder and would likely substantially reduce the administrative
        burden currently being placed on the Trust's property. These
        conversations are preliminary and the Trustees are unable to predict
        whether such a transaction will become a reality and if consummated,
        whether the shareholders will receive an increased return on their
        investment.
<PAGE>
                     NATIONAL PROPERTIES INVESTMENT TRUST
                         NOTES TO FINANCIAL STATEMENTS

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

NOTE 8- Tenant Leases:
        ------------- 
             The Trust has entered into operating lease agreements with tenants
        of its rental property which have various termination dates. Certain
        leases also contain provisions for inflationary increases and the pass
        through of a portion of operating expenses under specified
        circumstances. Future minimum lease payments under noncancellable
        operating leases are as follows:

                             1998        $ 274,072
                             1999          204,037
                             2000          149,007
                             2001           42,019
                             2002            3,240
                                          --------
                            Total        $ 672,375
                                           =======

NOTE 9- Supplemental Disclosure of Cash Flow Information:
        ------------------------------------------------


                                                             3-31-97    3-31-96
                                                             -------    -------
       Cash paid during the year -
         Income taxes                                       $   -      $  -
         Interest                                           $ 14,579   $ 15,117
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

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 1996 and prior years, and intends to make for 1997, 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. The Trust considers its business to be
operating in one industry segment, investment in real property

Liquidity and Capital Resources
-------------------------------

The Trust's primary cash requirements are for capital expenditures and operating
expenses, including utilities, insurance, sales taxes, maintenance and
management costs. Historically, the Trust's primary sources of cash have been
from operations and bank borrowings.

At March 31, 1997 the Trust has cash of approximately $24,356, which is
comprised almost entirely of proceeds from the issuance of shares of beneficial
interest in March of 1997. The proceeds were used to pay current years property
taxes.

Over the past year, the Trustees have spent a considerable amount of time
investigating various alternatives in order to enhance shareholder value and
return on equity. The Trustee's primary goal is to protect the shareholders'
current investment and to enhance their current return by reduced general and
administrative costs. The Trustees have spoken to numerous people throughout the
country involved in all aspects and segments of the real estate industry. The
Trustees had received various proposals, and they had performed extensive due
diligence in assessing these proposals. The Trust has retained Prudential
Securities to assist the Trustees with the identification and evaluation of
potential candidates for the Trust to acquire additional properties or a
possible merger. As a result of these activities, the Trustees have been
negotiating with a northeast based real estate company. Both the real estate
company and the Trust are performing preliminary due diligence inquiries to
determine if the proposed transaction will be in the best interest of each
party. The anticipated agreement, if it takes place, will have the real estate
company contributing real estate to the Trust in exchange for shares of
beneficial interest. The results of the proposed transaction would make the real
estate company the single largest shareholder and would likely substantially
reduce the administrative burden currently being placed on the Trust's
property. These conversations are preliminary and the Trustees are unable to
predict whether such a transaction will become a reality and if consummated,
whether the shareholders will receive an increased return on their investment.
The Trustees feel this is a very exciting step for the Trust, as the Northeast
based real estate company has all the necessary ingredients Wall Street
investors are seeking in a REIT. While this direction is not without risk, the
Managing Trustee feels it is in the best interest of the Shareholders.

The principal assets of the Trust consists of an equity position in an income
producing commercial property and cash.
<PAGE>
 
Inflation
---------

Inflation has been consistently low during the periods presented in these
financial statements and, as a result, has not had a significant effect on the
operations of the Trust.


Competition
-----------

The Trust's remaining property investment is subject to competition from similar
types of properties in the vicinity in which it is located. While the market in
which the property operates is experiencing a recovery, the property values
generally remain below the highs realized in the mid-1980's. The properties
current 100% occupancy rate, and the Trust's holding of several long-term
leases with automatic escalation clauses, are indicators that the Trust is not
currently facing heavy competition for tenants.


Results of Operations
---------------------

For the quarter ended March 31, 1997, the Trust reported net income from
property operations (before General and Administrative expenses) of $24,539 as
compared to net income from property operations of $25,041 for the quarter ended
March 31, 1996. This decrease is primarily related to one time partial rental
credits given to certain tenants in March of 1997 due to the inconvenience
caused by the installation of sewers. Also, the Trust experienced a net income
from operations of $1,101 for the quarter ended March 31, 1997, compared to
income of $468 for the quarter ended March 31, 1996. The difference is primarily
due to the reduction in costs associated with operational expenses, and the
travel and related costs incurred with evaluating new investments.

Currently, there is no agreement with regards to compensation of the Managing
Trustee and the Managing Trustee was paid $12,000 for the quarter ended March
31, 1997. In addition, the Trust offices are located at premises owned by the
Managing Trustee. No rent was charged to the Trust in the quarter ended March
31, 1997, however, the Trust paid utility bills for the office of $771 in the
quarter ended March 31, 1997.

On March 3, 1997, the Trust issued 30,416 shares of beneficial interest to an
IRA for the benefit of a Trustee of the Trust. The shares were issued for
$1.2132 per share, totaling $36,900.
<PAGE>
 
                                    PART II
                                    -------

                               OTHER INFORMATION



ITEM 1.     LEGAL PROCEEDINGS.

             NONE



ITEM 2.     CHANGES IN SECURITIES.

             NONE


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

             NOT APPLICABLE


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

             NONE


ITEM 5.     OTHER INFORMATION.

             NONE


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

             NONE FILED FOR THE QUARTER
<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:                       By: 
      -------------------       ----------------------------------
                                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:

<TABLE> 
<CAPTION> 

   Signature                       Title                        Date
   ---------                       -----                        ----
<S>                           <C>                           <C>  


                              Managing Trustee
---------------------------                                 --------------
Peter M. Stein


                              Trustee
---------------------------                                 --------------
Jay Goldman

</TABLE>