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

                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 2002

                         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 Number)


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

                                 (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 - JUNE 30, 2002

                                     INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

            BALANCE SHEETS - June 30, 2002 and December 31, 2001...............1

            STATEMENTS OF OPERATIONS - For the three and six months ended
               June 30, 2002 and 2001........................................2-3

            STATEMENT OF PARTNERS' DEFICIT - For the six months ended
               June 30, 2002...................................................4

            STATEMENTS OF CASH FLOWS - For the six months ended
               June 30, 2002 and 2001..........................................5

            NOTES TO FINANCIAL STATEMENTS......................................6

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.............................9

PART II - OTHER INFORMATION

      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...............................15

SIGNATURES....................................................................16


<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

                                                June 30,
                                                 2002             December 31,
                                              (unaudited)            2001
                                             ---------------     ---------------

ASSETS
    Real estate, net                         $   14,293,918      $   14,433,815
    Cash and cash equivalents                       942,834           1,100,234
    Tenant receivables, net                         161,740             112,339
    Other assets                                    329,461             441,920
    Prepaid expense                                    --                58,106
                                             ---------------     ---------------
                                             $   15,727,953      $   16,146,414
                                             ===============     ===============


LIABILITIES AND PARTNERS' DEFICIT

Liabilities
    Mortgage loan payable                    $    6,500,000      $    6,500,000
    Deferred interest payable                    20,124,991          19,691,497
    Accounts payable and accrued expenses            21,600              57,134
    Tenants' security deposits payable               66,805              64,618
                                             ---------------     --------------
                                             $   26,713,396      $   26,313,249

Commitments and contingencies

Partners' deficit
    Limited partners' deficit (96,472
       units issued and outstanding)            (10,875,586)        (10,065,165)
    General partners' deficit                      (109,857)           (101,670)
                                             ---------------     ---------------
     Total partners' deficit                    (10,985,443)        (10,166,835)
                                             ---------------     ---------------

                                             $   15,727,953      $   16,146,414
                                             ===============     ===============


See notes to financial statements.


                                       1
<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                   (unaudited)


                                           -------------------------------
                                             For the three months ended
                                                      June 30,
                                           -------------     -------------
                                                2002              2001
                                           -------------     -------------

Revenues
   Rental income                           $    657,959      $    718,374
   Interest income                                3,130            15,941
                                           -------------     -------------
                                                661,089           734,315
                                           -------------     -------------


Costs and expenses
   Mortgage loan interest                       741,163           704,775
   Operating                                    143,163           127,955
   Depreciation and amortization                116,256           109,318
   Partnership management fees                   75,369            75,369
   Property management fees                      19,987            20,257
   General and administrative                    15,378            38,545
                                           -------------     -------------
                                              1,111,316         1,076,219
                                           -------------     -------------

Net loss                                   $   (450,227)     $   (341,904)
                                           =============     =============

Net loss attributable to
   Limited partners                        $   (445,725)     $   (338,485)
   General partners                              (4,502)           (3,419)
                                           -------------     -------------
                                           $   (450,227)     $   (341,904)
                                           =============     =============

Net loss per unit of limited
partnership interest (96,472
units outstanding)                         $      (4.62)     $      (3.51)
                                           =============     =============




See notes to financial statements.

                                       2
<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                   (unaudited)


                                           -------------------------------
                                              For the six months ended
                                                      June 30,
                                           -------------     -------------
                                                2002              2001
                                           -------------     -------------
Revenues
   Rental income                           $  1,319,127      $  1,367,036
   Interest income                               16,256            29,945
                                           ------------      -------------
                                              1,335,383         1,396,981
                                           ------------      -------------
Costs and expenses

   Mortgage loan interest                     1,455,077         1,399,206
   Operating                                    254,371           242,186
   Depreciation and amortization                225,315           217,039
   Partnership management fees                  150,738           150,738
   Property management fees                      39,779            41,150
   General and administrative                    28,711            76,250
                                           ------------      -------------
                                              2,153,991         2,126,569
                                           ------------      -------------

Net loss                                   $   (818,608)     $   (729,588)
                                           =============     =============

Net loss attributable to

   Limited partners                        $   (810,421)     $   (722,292)
   General partners                              (8,187)           (7,296)
                                           ------------      -------------
                                           $   (818,608)     $    729,588)
                                           =============     =============

Net loss per unit of limited
partnership interest (96,472 units
outstanding)                               $      (8.40)     $      (7.49)
                                           =============     =============



See notes to financial statements.


                                       3
<PAGE>


                            HIGH CASH PARTNERS, L.P.

                         STATEMENT OF PARTNERS' DEFICIT

                                   (unaudited)


                                General           Limited              Total
                               Partners'         Partners'           Partners'
                                Deficit           Deficit             Deficit
                              ------------    --------------      --------------

Balance, January 1, 2002      $  (101,670)    $ (10,065,165)      $ (10,166,835)

Net loss for the six months        (8,187)         (810,421)           (818,608)
ended June 30, 2002
                              ------------    --------------      --------------

Balance, June 30, 2002        $  (109,857)    $ (10,875,586)      $ (10,985,443)
                              ============     ==============     ==============



See notes to financial statements.

                                       4
<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (unaudited)


                                                     For the six months ended
                                                             June 30,
                                                   -----------------------------
                                                       2002            2001
                                                   ------------    ------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
  Net loss                                         $  (818,608)    $   (729,588)
  Adjustments to reconcile net loss to net cash
    (used in)provided by operating activities
         Deferred interest expense                     433,494          866,034
         Depreciation and amortization                 225,315          217,039

  Changes in operating assets and liabilities
         Tenant receivables                            (49,401)          (1,866)
         Other assets                                   43,295         (123,629)
         Prepaid expenses                               58,106           17,525
         Accounts payable and accrued expenses         (35,534)         (99,919)
         Due to affiliates                                 --                49
         Tenants' security deposits payable              2,187           (1,949)
                                                   ------------    -------------
         Net cash (used in) provided by
         operating activities                         (141,146)         143,696
                                                   ------------    -------------

Cash flows from investing activities
  Additions to real estate                             (16,254)              --
                                                   ------------    -------------

Net (decrease) increase in cash and
cash equivalents                                      (157,400)         143,696

Cash and cash equivalents, beginning of period       1,100,234        1,103,651
                                                   ------------    -------------

Cash and cash equivalents, end of period           $   942,834     $  1,247,347
                                                   ============    =============

Supplemental disclosure of cash flow
information:
  Interest paid                                    $ 1,021,583     $    533,172
                                                   ============    =============



See notes to financial statements.


                                        5

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                   (unaudited)



1.    BASIS OF PRESENTATION

      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   its   outstanding
      indebtedness  to Resources  Accrued  Mortgage  Investors 2 L.P.  ("RAM 2")
      prior  to  the  Extended  Maturity  Date  (as  hereinafter  defined),  the
      Partnership  will lose its entire  interest in its sole real estate  asset
      (See  Note  3).  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.

2.    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, 2001.  The results of operations for
      the  three  and six  months  ended  June  30,  2002  are  not  necessarily
      indicative of the results to be expected for the full year ending December
      31, 2002.

3.    MORTGAGE LOAN PAYABLE

      The  mortgage  loan  payable  (the  "Mortgage  Loan")  represents  a first
      mortgage  loan held by RAM 2, a public  limited  partnership  sponsored by
      affiliates of the former general partners of the Partnership. The Mortgage
      Loan bears  interest at the rate of 11.22% per annum,  compounded  monthly
      and did not require  payment until its original  maturity date of February
      28, 2001. The principal balance, along with deferred interest thereon, was
      $26,624,991 at June 30, 2002, and aggregated approximately  $25,000,000 at
      its original maturity date of February 28, 2001.

      Because the  Partnership  believed that it would be unable either to repay
      or refinance the Mortgage  Loan at its original  maturity date of February
      28,  2001,  the  Managing  General  Partner   negotiated  and  caused  the
      Partnership  to enter into a mortgage  loan  modification  agreement  (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 Partnership entered into the Mortgage Loan Modification Agreement with
      RAM 2 effective  January 31,  2001.  Pursuant to the terms of the Mortgage
      Loan Modification  Agreement,  RAM 2 agreed to forbear,  for not less than
      one year and up to two years, the


                                       6

<PAGE>

      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 date of February 28, 2001.  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")  were 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
      following dates (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 thereof 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.

      Unless the Partnership is able to arrange alternate financing or a sale of
      the Property, of which there is no assurance, the Conveyance Documents can
      be released to RAM 2 at any time on or before March 1, 2003,  at and after
      which the  Partnership  will no longer have any interest in the  Property;
      however,  there can be no assurance that RAM 2 will not foreclose  earlier
      under the other terms of the Mortgage Loan Modification  Agreement, as set
      forth above.

      The Mortgage Loan Modification Agreement further provides that, from 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 generated by the Property
      permits  and RAM 2 will be  entitled  to  receive  the  balance of the net
      operating  income  generated by the Property to be applied against current
      interest  and the  outstanding  principal  and  deferred  interest  on the
      Mortgage Loan.  For the three months ended June 30, 2002, the  Partnership
      retained  $25,000 of operating  cash flow and applied  $519,182 to current
      interest incurred under 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. 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, the Partnership will lose its entire interest in the Property.


                                       7
<PAGE>


      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 Mortgage Loan Modification  Agreement,
      RAM 2 requested an  appraisal  of the Property by a real estate  appraisal
      firm  unaffiliated  with the Partnership,  Pembroke HCP, LLC, its managing
      general partner (the "Managing  General Partner") or RAM 2. The appraisal,
      which was performed as of 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 Mortgage Loan  Modification  Agreement,  RAM 2 has no further
      appraisal right pursuant to the terms of the Mortgage Loan.

4.    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")
      (collectively,   the  "General  Partners"),   respectively.  In  the  same
      transaction,  XRC Corp. ("XRC"), 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 additional 6,257 Units in the secondary market.

      Prior to the sale of the general partnership  interests in the Partnership
      to Pembroke HCP and Pembroke  AGP,  Wexford  Management  LLC had performed
      management and  administrative  services for AGP, 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 each of the quarters ended June 30,
      2002 and 2001,  $12,000 in reimbursable  payroll expenses were 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. No property  management  fees
      were payable to Pembroke  Realty for the  quarters  ended June 30, 2002 or
      2001. No leasing activity compensation was paid to Pembroke Realty for the
      quarters ended June 30, 2002 or 2001.

      In  connection  with its  entering  into the  Mortgage  Loan  Modification
      Agreement  with RAM 2, which became  effective  on January 31,  2001,  the
      Partnership  retained Kestrel  Management LP ("Kestrel"),  an affiliate of
      RAM 2, to perform property management  functions  commencing on January 2,
      2001.  Kestrel  assumed all management  services  previously  performed by
      Pembroke Realty and the unaffiliated management companies,


                                      8
<PAGE>

      pursuant  to  the  terms  of a  management  agreement.  In  January  2002,
      responsibility  for the management of the Property was assigned by Kestrel
      to Pelican, LLC ("Pelican"), an affiliate of the general partner of RAM 2.
      For the  quarter  ended June 30,  2002,  Pelican  was  entitled to receive
      $19,987  in  respect  of  property  management  services  rendered  to the
      Partnership.

      For managing the affairs of the Partnership,  the Managing General Partner
      is entitled to a partnership  management fee equal to $75,369 per quarter.
      For each of the  quarters  ended  June 30,  2002 and  2001,  the  Managing
      General Partner received 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 $4,502 and $3,419 in the quarters
      ended June 30,  2002 and 2001,  respectively.  They also are  entitled  to
      receive 1% of the distributions of the Partnership.

5.    REAL ESTATE
      Real estate,  which is the  Partnership's  sole asset,  is  summarized  as
      follows:

                                       June 30, 2002
                                        (unaudited)       December 31, 2001
                                      ---------------     -----------------

      Land                            $    6,667,189      $    6,667,189
      Building and improvements           12,982,199          12,965,945
                                      ---------------     -----------------
                                          19,649,388          19,633,134
      Accumulated depreciation            (5,355,470)         (5,199,319)
                                      ---------------     -----------------
                                      $   14,293,918      $   14,433,815
                                      ===============     =================

      The land,  building and improvements that comprise the Partnership's  sole
      real estate asset are collateralized by a mortgage loan payable.

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

      Liquidity and Capital Resources

      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   its   outstanding
      indebtedness  to Resources  Accrued  Mortgage  Investors 2 L.P.  ("RAM 2")
      prior to the Extended  Maturity Date, the Partnership will lose its entire
      interest  in  its  sole  real  estate  asset.  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.

      The  Partnership's  sole real estate asset (the "Property") is a community
      shopping center located in Reno, Nevada containing  approximately  233,000
      square feet of net leasable area.


                                       9
<PAGE>


      The  Partnership  uses  undistributed  cash  flow from  operations  as its
      primary  measure  of  liquidity.  As of June  30,  2002,  working  capital
      reserves  amounted to approximately  $1,083,000 which does not include any
      amount which may be currently  payable  under the  Partnership's  mortgage
      loan (the "Mortgage Loan") payable to RAM 2 or deferred  interest thereon.
      Such reserves may be used to fund capital  expenditures,  insurance,  real
      estate taxes and loan payments.  All expenditures  made during the quarter
      ended June 30, 2002 were funded from operations.

      At June 30, 2002,  the total amount  outstanding  on the Mortgage Loan was
      $26,624,991,   which  included  deferred  interest  of  $20,124,991.   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.

      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.

      Unless the Partnership is able to arrange alternate financing or a sale of
      the Property, of which there is no assurance, the Conveyance Documents can
      be released to RAM 2 at any time on or before March 1, 2003,  at and after
      which the  Partnership  will no longer have any interest in the  Property;
      however,  there can be no assurance that RAM 2 will not foreclose  earlier
      under the other terms of the Mortgage Loan Modification  Agreement, as set
      forth above.

      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  current  interest  and the  outstanding  principal  and
      deferred  interest on the Mortgage  Loan.  For the three months ended June
      30, 2002,  the  Partnership  retained


                                       10
<PAGE>

      $25,000 of operating  cash flow and applied  $519,182 to current  interest
      incurred  under the  Mortgage  Loan.  From and after  March 1,  2001,  the
      Partnership  has used 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 June 30, 2002, the
      Partnership had cash and cash equivalents of $942,834.

      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.

      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 was 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  a  real  estate  appraisal  firm   unaffiliated   with  the
      Partnership,  the Managing General Partner or RAM 2. The appraisal,  which
      was  performed  as of 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 thereunder.

      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 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.


                                       11
<PAGE>

      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 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  Partnership
      pursued a claim in the Levitz  bankruptcy  proceedings  and was  awarded a
      general  unsecured  claim  and an  administrative  expense  claim in 2001.
      During the quarter ended June 30, 2002,  the  Partnership  received  4,127
      shares of Levitz common stock in  satisfaction  of its unsecured claim and
      $15,000  in  satisfaction  of its  administrative  expense  claim.  As all
      amounts due from Levitz had been  previously  written off, the $15,000 has
      been  recorded as Revenues  during the quarter  ended June 30,  2002.  The
      4,127 shares of Levitz common stock have no value.

      The  vacancy at the Levitz  space has  resulted in a loss of income to the
      Partnership.  This vacancy 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,  creditworthy substitute tenant for the Levitz space.
      However, there can be no assurance the Partnership will succeed in finding
      a  long-term,   creditworthy   substitute  tenant  promptly  or  on  terms
      comparable to those under the Levitz lease.  In addition,  if a substitute
      tenant  is  procured,  the  Partnership  expects  to have to make  capital
      expenditures to secure such tenant.

      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  situation,  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 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 has hindered the lease-up of new space.

      Inflation


                                       12
<PAGE>

      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.

      Results of Operations

      Three  Months  Ended June 30, 2002  Compared to Three  Months Ended June
      30, 2001

      The  Partnership  realized a net loss of $450,227 ($4.62 per Unit) for the
      three months ended June 30, 2002 compared to a net loss of $341,904 ($3.51
      per  Unit)  for  the  corresponding  2001  period,  an  increased  loss of
      $108,323. The increased loss was the result of decreased revenues combined
      with an overall increase in costs and expenses.

      Revenues decreased from 2001 to 2002 due to decreases in rental income and
      interest income.

      Rental income  decreased from 2001 to 2002 because rental income  recorded
      for the quarter  ended June 30, 2001  reflected  the  inclusion  of rental
      income  relating  to a prior  period  due to a  non-recurring  retroactive
      billing  adjustment  effected  during the  quarter  ended  June 30,  2001.
      Interest income  decreased as a result of lower  available  interest rates
      and a decrease in the level of available funds invested.

      Costs and expenses  increased  from 2001 to 2002  primarily as a result of
      increased mortgage loan interest.

      Mortgage loan interest  increased due to the  compounding  effect from the
      deferral of interest on the Mortgage Loan.

      Six Months  Ended June 30, 2002  Compared  to Six Months  Ended June 30,
      2001

      The  Partnership  realized a net loss of $818,608 ($8.40 per Unit) for the
      six months ended June 30, 2002  compared to a net loss of $729,588  ($7.49
      per Unit) for the corresponding 2001 period, an increased loss of $89,020.

      Revenues decreased from 2001 to 2002 due to decreases in rental income and
      interest income.

      Rental income  decreased from 2001 to 2002 because rental income  recorded
      for the quarter  ended June 30, 2001  reflected  the  inclusion  of rental
      income  relating  to a prior  period  due to a  non-recurring  retroactive
      billing  adjustment  effected  during the  quarter  ended  June 30,  2001.
      Interest income  decreased as a result of lower  available  interest rates
      and a decrease in the level of available funds invested.

      Costs and expenses  increased  from 2001 to 2002  primarily as a result of
      increased mortgage loan interest.

      Mortgage loan interest  increased due to the  compounding  effect from the
      deferral of interest on the Mortgage Loan.

      Certification



                                    13

<PAGE>



      The  certification  by Lawrence J. Cohen,  the President,  chief executive
      officer and chief financial  officer of Pembroke  Companies Inc., which is
      the sole member and the manager of the Managing General  Partner,  of this
      report on Form 10-Q, as required by section 906 of the  Sarbanes-Oxley Act
      of 2002 (18 U.S.C. Section 1350),  accompanies this report on Form 10-Q as
      correspondence.




                                       14
<PAGE>


PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits:  None

      (b)  Reports on Form 8-K: None





                                    15
<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:  August 14, 2002               By:  /s/ Lawrence J. Cohen
                                           --------------------------------
                                           President and Principal
                                           Financial and Accounting Officer


                                       16