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


                                  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 September 30, 1999

                         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.)

                            High Cash Partners, L.P.
                              (Sierra Marketplace)
                    c/o CB Commercial Real Estate Group, Inc.
                            5190 Neil Road, Suite 100
                             Reno, Nevada 89502-8500
                    (Address of principal executive offices)

                                 (212) 350-9900
              (Registrant's telephone number, including area code)
                                      None
   (Former name, former address and former fiscal year, if changed since last
                                    report)


Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes    X   No
                                      ----     ----


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



<PAGE>



                            HIGH CASH PARTNERS, L.P.

                         FORM 10-Q - SEPTEMBER 30, 1999

                                      INDEX


<TABLE>
<S>                                                                                                              <C>
PART I - FINANCIAL INFORMATION....................................................................................1

         ITEM 1 - FINANCIAL STATEMENTS............................................................................1

                  BALANCE SHEETS - September 30, 1999 and December 31, 1998.......................................1

                  STATEMENTS OF OPERATIONS - For the three months ended
                           September 30, 1999 and 1998 and for the nine months ended
                           September 30, 1999 and 1998............................................................2

                  STATEMENT OF PARTNERS' EQUITY (DEFICIT) - For the nine
                           months ended September 30, 1999........................................................3

                  STATEMENTS OF CASH FLOWS - For the nine months
                           ended September 30, 1999 and 1998......................................................4

                  NOTES TO FINANCIAL STATEMENTS...................................................................5

         ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS..........................................................7

PART II - OTHER INFORMATION......................................................................................10

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K..............................................................10

SIGNATURES.......................................................................................................11
</TABLE>




<PAGE>



PART I - FINANCIAL INFORMATION

         This report contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Those statements appear in a number of places herein and include
statements regarding the intent, belief or current expectations of the
Partnership, primarily with respect to the future operating performance of the
Partnership or related developments. Any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual
results and developments may differ from those described in the forward-looking
statements as a result of various factors, many of which are beyond the control
of the Partnership.

ITEM 1 - FINANCIAL STATEMENTS

                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           September 30,   December 31,
                                                               1999            1998
                                                           ------------    ------------
<S>                                                        <C>             <C>
ASSETS
         Real estate, net                                  $ 15,114,325    $ 15,358,165
         Cash and cash equivalents                            1,309,497       4,270,688
         Tenant receivables, net                                 97,779          63,653
         Other assets                                           100,972         114,174
         Prepaid insurance premiums                               1,079          27,523
                                                           ------------    ------------
                                                           $ 16,623,652    $ 19,834,203
                                                           ============    ============

LIABILITIES AND PARTNERS' EQUITY

Liabilities
         Mortgage loan payable                             $  6,500,000    $  6,500,000
         Deferred interest payable                           14,824,664      13,117,279
         Accounts payable and accrued expenses                   76,235          93,429
         Due to affiliates                                        2,861            --
         Tenants' security deposits payable                      68,867          58,867
                                                           ------------    ------------

            Total liabilities                                21,472,627      19,769,575
                                                           ------------    ------------
Commitments and contingencies

Partners' equity (deficit)
         Limited partners' equity (deficit) (96,472 units
            issued and outstanding)                          (4,800,486)         63,981
         General partners' equity (deficit)                  (   48,489)            647
                                                           ------------    ------------

            Total partners' equity (deficit)                 (4,848,975)         64,628
                                                           ------------    ------------

                                                           $ 16,623,652    $ 19,834,203
                                                           ============    ============
</TABLE>

See notes to financial statements.

                                        1

<PAGE>



                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                           For the three months ended    For the nine months ended
                                                   September 30,                September 30,
                                           --------------------------    --------------------------

                                           --------------------------
                                               1999           1998           1999          1998
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Revenues
     Rental income                         $   632,781    $   512,577    $ 1,811,943    $ 1,772,928
     Interest income                            10,760         46,201         79,722        126,282
     Other income                                  186            200         10,926          2,217
                                           -----------    -----------    -----------    -----------
                                               643,727        558,978      1,902,591      1,901,427
                                           -----------    -----------    -----------    -----------
Costs and expenses
     Mortgage loan interest                    587,143        525,101      1,707,385      1,530,839
     Operating                                 118,337        137,975        383,275        374,484
     Depreciation and amortization              90,169         83,649        270,507        257,278
     Partnership management fees                75,369         75,369        226,107        226,107
     Property management fees                   17,168         19,140         52,752         51,905
     Administrative                             22,958         22,647         76,168         65,727
                                           -----------    -----------    -----------    -----------
                                               911,144        863,881      2,716,194      2,506,340
                                           -----------    -----------    -----------    -----------

Net loss                                   $  (267,417)   $  (304,903)   $  (813,603)   $  (604,913)
                                           ===========    ===========    ===========    ===========

Net loss attributable to
     Limited partners                      $  (264,743)   $  (301,854)   $  (805,467)   $  (598,864)
     General partners                           (2,674)        (3,049)        (8,136)        (6,049)
                                           -----------    -----------    -----------    -----------
                                           $  (267,417)   $  (304,903)   $  (813,603)   $  (604,913)
                                           ===========    ===========    ===========    ===========


Net loss per unit of limited partnership
interest (96,472 units outstanding)        $     (2.74)   $     (3.13)   $     (8.35)   $     (6.21)
                                           ===========    ===========    ===========    ===========
</TABLE>


See notes to financial statements.


                                        2

<PAGE>



                            HIGH CASH PARTNERS, L.P.

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)




<TABLE>
<CAPTION>
                                     General         Limited         Total
                                     Partners'       Partners'      Partners'
                                      Equity          Equity        Equity
                                     (Deficit)       (Deficit)      (Deficit)
                                     -----------    -----------    -----------
<S>                                  <C>            <C>            <C>
Balance, January 1, 1999             $       647    $    63,981    $    64,628
Net loss for the nine months ended
   September 30, 1999                     (8,136)      (805,467)      (813,603)

Distributions                            (41,000)    (4,059,000)    (4,100,000)
                                     -----------    -----------    -----------
Balance, September 30, 1999          $   (48,489)   $(4,800,486)   $(4,848,975)
                                     ===========    ===========    ===========
</TABLE>




























See notes to financial statements.


                                        3

<PAGE>



                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS





<TABLE>
<CAPTION>
                                                                  For the nine months ended
                                                                         September 30,
                                                                  --------------------------
                                                                      1999           1998
                                                                  -----------    -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<S>                                                               <C>            <C>
Cash flows from operating activities
   Net loss                                                       $  (813,603)   $  (604,913)
   Adjustments to reconcile net loss to net cash
         provided by operating activities
                  Deferred interest expense                         1,707,385      1,530,839
                  Depreciation and amortization                       270,507        257,278
   Changes in assets and liabilities
                  Tenant receivables                                  (34,126)       (42,008)
                  Other assets                                        (13,465)       (52,137)
                  Prepaid insurance premiums                           26,444         (9,820)
                          Accounts payable and accrued expenses       (17,194)       (45,485)
                          Due to affiliates                             2,861            413
                  Tenants' security deposits payable                   10,000          3,200
                                                                  -----------    -----------
                  Net cash provided by operating activities         1,138,809      1,037,367
                                                                  -----------    -----------
Cash flows from Investing activities
   Additions to real estate                                              --          (26,161)
                                                                  -----------    -----------
Cash flows from financing activities                               (4,100,000)          --
   Distributions to partners
                                                                  -----------    -----------
Net (decrease) increase in cash and cash equivalents               (2,961,191)     1,011,206

Cash and cash equivalents, beginning of period                      4,270,688      3,052,039
                                                                  -----------    -----------
Cash and cash equivalents, end of period                          $ 1,309,497    $ 4,063,245
                                                                  ===========    ===========
</TABLE>




See notes to financial statements.


                                        4

<PAGE>




                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS



1.   INTERIM FINANCIAL INFORMATION

     The summarized financial information contained herein is unaudited;
     however, in the opinion of management, all adjustments (consisting only of
     normal recurring accruals) necessary for a fair presentation of such
     financial information have been included. The accompanying financial
     statements, footnotes and discussions should be read in conjunction with
     the financial statements, related footnotes and discussions contained in
     the High Cash Partners, L.P. (the "Partnership") annual report on Form 10-K
     for the year ended December 31, 1998. The results of operations for the
     nine months ended September 30, 1999 are not necessarily indicative of the
     results to be expected for the full year.

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

     On June 13, 1997, Resources High Cash, Inc. ("RHC") and Presidio AGP Corp.
     ("AGP") sold their general partnership interests in the Partnership to
     Pembroke HCP LLC ("Pembroke HCP") and Pembroke AGP Corp. ("Pembroke AGP"),
     respectively. In the same transaction, XRC Corp., the parent company of
     RHC, 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 5,736 Units
     in the secondary market.

     Prior to the sale of the general partnership interest in the Partnership to
     Pembroke HCP and Pembroke AGP, Wexford Management LLC had performed
     management and administrative services for Presidio, XRC and XRC's direct
     and indirect subsidiaries, as well as for the Partnership. Following the
     sale, an affiliate of Pembroke HCP was engaged to perform administrative
     services for the Partnership. During the quarter ended September 30, 1999,
     $12,000 in reimbursable payroll expenses was paid to the affiliate of
     Pembroke HCP for services performed during the quarter.

     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 an
     unaffiliated management company, which had been engaged for the purpose of
     performing the property management functions that were the subject of the
     supervisory management agreement. For the quarters ended September 30, 1999
     and 1998, Pembroke Realty was entitled to receive $17,168 and $19,140,
     respectively, of which $14,307 and $15,950, respectively, was payable to
     the unaffiliated management company. No leasing activity compensation was
     paid to Pembroke Realty for the quarters ended September 30, 1999 or 1998.
     Current fees of $2,861 payable to Pembroke Realty at September 30, 1999
     were paid in the subsequent quarter.



                                        5

<PAGE>



2.   CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND
     TRANSACTIONS WITH RELATED PARTIES (continued)

     For managing the affairs of the Partnership, the Managing General Partner
     is entitled to an annual partnership management fee equal to $301,475. For
     each of the quarters ended September 30, 1999 and 1998, the Managing
     General Partner was entitled to a partnership management fee of $75,369.

     The general partners are allocated 1% of the net income or losses of the
     Partnership, which amounted to losses of $2,674 and $3,049 in the quarters
     ended September 30, 1999 and 1998, respectively. They also are entitled to
     receive 1% of distributions. There were no distributions in the quarters
     ended September 30, 1999 and 1998.

3.   REAL ESTATE

     Real estate, which is the Partnership's sole asset, is summarized as
     follows:


<TABLE>
<CAPTION>
                            September 30,   December 31,
                                1999           1998
                            ------------    ------------
<S>                         <C>             <C>
Land                        $  6,667,189    $  6,667,189
Building and improvements     12,932,876      12,932,876
                            ------------    ------------
                              19,600,065      19,600,065
Accumulated depreciation      (4,485,740)     (4,241,900)
                            ------------    ------------
                            $ 15,114,325    $ 15,358,165
                            ============    ============
</TABLE>

     The land, building and improvements that comprise the Partnership's sole
     asset are collateralized by a mortgage loan payable. In performing its
     quarterly impairment review of the Partnership's property, management
     determined that the aggregate undiscounted cash flows from the property
     over the anticipated holding period were below its net carrying value at
     March 31, 1997 and, therefore, an impairment existed. At that time,
     management estimated the fair value of the property to be approximately
     $15,875,000. Consequently, a write-down for impairment of $6,475,500 was
     recorded as of March 31, 1997, of which $2,201,670 was allocated to land
     and $4,273,830 was allocated to building and improvements. No write-down
     for impairment was required during the three months ended September 30,
     1999 or 1998.

4.   DUE TO AFFILIATES

     The amounts due to affiliates are as follows:


                                September 30,  December 31,
                                    1999          1998
                                ------------   -----------
Supervisory Management Fee      $      2,861   $       -0-
                                ============   ===========







                                        6

<PAGE>



5.   DISTRIBUTIONS

     In May 1999, the Partnership effected a cash distribution of $4,100,000 in
     the aggregate, or $42.07 per Unit, to Unitholders of record on May 11,
     1999. On October 20, 1999, the Partnership effected a distribution of
     $700,000 in the aggregate, or $7.18 per Unit.

6.   SUBSEQUENT EVENT

     As of October 1, 1999 a new property management company was engaged to
     perform property management and leasing functions. The management and
     leasing agreements are substantially similar to the agreements with the
     prior property management company.

ITEM 2-    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS


     Liquidity and Capital Resources

     The Partnership's sole property is a community shopping center located in
     Reno, Nevada containing approximately 233,000 square feet of net leasable
     area.

     The Partnership uses working capital reserves set aside from the net
     proceeds of its public offering in 1989 and undistributed cash flow from
     operations as its primary measure of liquidity. As of September 30, 1999,
     working capital reserves amounted to approximately $1,300,000, which may be
     used to fund capital expenditures, insurance, real estate taxes and loan
     payments. All expenditures made during the quarter ended September 30, 1999
     were funded from cash flow from operations.

     At September 30, 1999, the total amount outstanding on the Partnership's
     mortgage loan payable to Resources Accrued Mortgage Investors 2 L.P. ("RAM
     2") was $21,324,664 which included deferred interest payable of
     $14,824,664. The mortgage did not permit a prepayment before March 1, 1999,
     and, therefore, the Partnership was not able to refinance the mortgage
     before that date. It is believed that the value of the property is not
     sufficient to enable the Partnership to refinance the mortgage at this
     time. The mortgage matures on February 28, 2001. At that time, the total
     amount outstanding on the mortgage is expected to be approximately
     $25,000,000. If the value of the property at that time does not exceed
     $25,000,000, the Partnership may lose its entire investment in the
     property. In that connection, in the first quarter of 1997, the value of
     the property was written down to $15,875,000.

     The mortgage further requires the Partnership to provide RAM 2 with a
     current appraisal of the Partnership's property upon RAM 2's request. If it
     is 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 at 6.22% per annum, compounded monthly (that sum,
     the "Measurement Amount"), exceeds 85% of the appraised value, an amount
     equal to such excess would become immediately due and payable to RAM 2.

     To date, the lender has not requested an appraisal. There can be no
     assurance that, if the lender requests an appraisal, 85% of the appraised
     value will equal the Measurement Amount. At September 30, 1999, the
     Measurement Amount was approximately $13,381,000, which was approximately
     $113,000, less than 85% of the $15,875,000 value to which the property was
     written down in the first quarter of 1997. As interest on the mortgage
     accrues, the Measurement Amount will increase, and, therefore, unless the
     value of the property increases sufficiently from the value to which it was
     written


                                        7

<PAGE>



     down in the first quarter of 1997, the Measurement Amount eventually will
     exceed 85% of the appraised value of the property.

     Until November 1997, Levitz Furniture Corporation ("Levitz") had occupied
     approximately 23% of the space of the Partnership's property (i.e.,
     approximately 53,000 out of approximately 233,000 square feet of net
     leasable area). 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.

     The vacancy at the Levitz space has resulted in a loss of income to the
     Partnership. The vacancy at the Levitz space, as well as a vacancy in an
     additional, significant space previously occupied by Good Guys, also 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 a long-term credit
     worthy substitute tenant. However, there can be no assurance the
     Partnership will succeed in finding a long-term credit worthy substitute
     tenant promptly or on terms comparable to those under the Levitz lease. In
     addition, if a substitute tenant is obtained, the Partnership expects to
     make substantial expenditures in order to secure the substitute tenant and
     in connection with a new lease.

     In that regard, the Partnership has entered into a short-term lease with an
     existing tenant of the property for the Levitz space. Total rent under the
     lease, which is for a term of 38 months, is $208,534 per year (i.e.,
     $222,710 per year less than under the Levitz lease). The Partnership has
     the right to terminate this lease upon written notice in the event that it
     secures a long-term credit worthy tenant.

     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 both to make
     such capital expenditures, and to make the payments that may be required
     under the terms of the RAM 2 loan. If there is a default on the RAM 2 loan,
     the Partnership would be materially and adversely affected. In May 1999 and
     October 1999, the Partnership effected cash distributions of $4,100,000 and
     $700,000, respectively, or $42.07 and $7.18 per Unit, respectively, to
     Unitholders of record on May 11, 1999 and October 20, 1999, respectively.

     Real Estate Market

     A substantial decline in the market value of the Partnership's property
     reflects real estate market conditions in the vicinity of the property.
     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 spaces previously occupied by Levitz and Good Guys are expected to
     be vacant for at least some period, have hindered the lease-up of new space
     and has negatively impacted certain tenants. As a result, the Partnership's
     investment in its property is at risk.

     Inflation

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

     Year 2000

     Costs associated with the year 2000 conversion are not expected to have a
     material effect on the Partnership.


                                        8

<PAGE>



     Results of Operations   [To Be Updated]

     Three months Ended September 30, 1999 Compared to Three Months Ended
     September 30, 1998

     The Partnership realized a net loss of $267,417 for the three months ended
     September 30, 1999 compared to a net loss of $304,903 for the corresponding
     1998 period, a change of $37,486. The change was primarily a result of an
     increase in rental income, offset by an increase in mortgage loan interest
     expense.

     Revenues increased from 1998 to 1999 due to the timing of tenant real
     estate tax billings, as well as 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 from
     the deferral of the interest expense on the zero coupon mortgage.


     Nine months Ended September 30, 1999 Compared to Nine Months Ended
     September 30, 1998

     The Partnership realized a net loss of $813,603 for the nine months ended
     September 30, 1999 compared to a net loss of $604,913 for the corresponding
     1998 period, a change of $208,690. The change was primarily a result of an
     increase in mortgage loan interest expense.

     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 from
     the deferral of the interest expense on the zero coupon mortgage.



                                        9

<PAGE>




  PART II -  OTHER INFORMATION

  ITEM 6 -   EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

               10.1 Management Agreement dated September 22, 1999 between
                    Pembroke Supervisory Management, LLC ("Pembroke SM") and
                    Colliers Nevada Management, LLC ("Colliers").

               10.2 Exclusive Leasing Listing Agreement dated September 9, 1999
                    between Pembroke SM and Colliers.

         (b)  Reports on Form 8-K:  None.



                                       10

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                               HIGH CASH PARTNERS, L.P.

                               By:      Pembroke HCP, LLC
                                        Managing General Partner





                               By:      Pembroke Companies, Inc.,
                                        Managing Member



  Dated:  November 15, 1999    By:      /s/ Lawrence J. Cohen
                                        -----------------------------------
                                             Lawrence J. Cohen
                                             President and Principal
                                             Financial and Accounting Officer



                                       11