<PAGE>
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                                  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 June 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 - JUNE 30, 1999

                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

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

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

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

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

            NOTES TO FINANCIAL STATEMENTS....................................5-6

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS...........................7-9

PART II - OTHER INFORMATION

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

SIGNATURES....................................................................11

<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,       December 31,
                                                      1999             1998
                                                  ------------     ------------
ASSETS
     Real estate, net                             $ 15,195,605     $ 15,358,165
     Cash and cash equivalents                         938,072        4,270,688
     Tenant receivables, net                            41,241           63,653
     Other assets                                      105,138          114,174
     Prepaid insurance premiums                          9,409           27,523
                                                  ------------     ------------
                                                  $ 16,289,465     $ 19,834,203
                                                  ============     ============

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Mortgage loan payable                        $  6,500,000     $  6,500,000
     Deferred interest payable                      14,237,521       13,117,279
     Accounts payable and accrued expenses              71,631           93,429
     Due to affiliates                                   3,002                -
     Tenants' security deposits payable                 58,867           58,867
                                                  ------------     ------------

       Total liabilities                            20,871,021       19,769,575
                                                  ------------     ------------

Commitments and contingencies

Partners' equity (deficit)
     Limited partners' equity (deficit)(96,472
        units issued and outstanding)               (4,535,741)          63,981
     General partners' equity (deficit)                (45,815)             647
                                                  ------------     ------------

       Total partners' equity (deficit)             (4,581,556)          64,628
                                                  ------------     ------------

                                                  $  16,289,465    $ 19,834,203
                                                  =============    ============

See notes to financial statements.

                                        1

<PAGE>

<TABLE>
                           HIGH CASH PARTNERS, L.P.

                           STATEMENTS OF OPERATIONS


<CAPTION>
                                          For the three months          For the six months
                                                  ended                        ended
                                          ---------------------      -----------------------
                                                 June 30,                     June 30,
                                          ---------------------      -----------------------
                                            1999         1998           1999         1998
                                          ---------   ---------      ----------   ----------
<S>                                       <C>         <C>            <C>          <C>
Revenues
   Rental income                          $ 624,378   $ 665,070      $1,179,162   $1,260,351
   Interest income                           25,822      42,269          68,962       80,081
   Other income                                   -         467          10,741        2,017
                                          ----------  ----------     -----------  -----------

                                            650,200     707,806       1,258,865    1,342,449
                                          ----------  ----------     -----------  -----------

Costs and expenses
   Mortgage loan interest                   564,815     509,113       1,120,241    1,005,738
   Operating                                129,574     126,209         264,938      236,509
   Depreciation and amortization             90,168      89,146         180,338      173,629
   Partnership management fees               75,369      75,369         150,738      150,738
   Property management fees                  18,014      15,078          35,584       32,765
   Administrative                            30,200      27,316          53,210       43,080
                                          ----------  ----------     -----------  -----------
                                            908,140     842,231       1,805,049    1,642,459
                                          ----------  ----------     -----------  -----------

Net loss                                  $(257,940)  $(134,425)     $ (546,184)  $ (300,010)
                                          ==========  ==========     ===========  ===========

Net loss attributable to
   Limited partners                       $(255,361)  $(133,081)     $ (540,722)  $ (297,010)
   General partners                          (2,579)     (1,344)         (5,462)      (3,000)
                                          ----------  ----------     -----------  -----------
                                          $(257,940)  $(134,425)     $ (546,184)  $ (300,010)
                                          ==========  ==========     ===========  ===========

Net loss per unit of limited partners
interest (96,472 units outstanding)       $   (2.65)  $   (1.38)     $    (5.60)  $    (3.08)
                                          ==========  ==========     ===========  ===========
</TABLE>


See notes to financial statements.

                                        2

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)


                                       General       Limited         Total
                                      Partners'     Partners'      Partners'
                                        Equity       Equity          Equity
                                      (Deficit)     (Deficit)      (Deficit)
                                     -----------   ------------   ------------

Balance, January 1, 1999             $      647    $    63,981    $    64,628
Net loss for the six months ended
   June 30, 1999                         (5,462)      (540,722)      (546,184)
Distributions                           (41,000)    (4,059,000)    (4,100,000)
                                     -----------   ------------   ------------
Balance, June 30, 1999               $  (45,815)   $(4,535,741)   $(4,581,556)
                                     ===========   ============   ============




























See notes to financial statements.

                                        3

<PAGE>
                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS


                                                       For the six months ended
                                                               June 30,
                                                      --------------------------
                                                          1999           1998
                                                      ------------   -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
  Net loss                                            $  (546,184)   $ (300,010)
  Adjustments to reconcile net loss to net cash
         provided by operating activities
            Deferred interest expense                   1,120,242     1,005,738
            Depreciation and amortization                 180,338       173,629

     Changes in assets and liabilities
            Tenant receivables                             22,412      (172,897)
            Other assets                                   (8,742)     (12, 788)
            Prepaid insurance premiums                     18,114        20,438
            Accounts payable and accrued expenses         (21,798)      (41,080)
            Due to affiliates                               3,002        (2,777)
            Tenants' security deposits payable                  -         3,400
                                                      ------------   -----------

            Net cash provided by operating activities     767,384       673,653
                                                      ------------   -----------

Cash flows from Investing activities
   Additions to real estate                                     -        (5,784)
                                                      ------------   -----------

Cash flows from financing activities
   Distributions to partners                           (4,100,000)            -
                                                      ------------   -----------

Net (decrease) increase in cash and cash equivalents   (3,332,616)      667,869

Cash and cash equivalents, beginning of period          4,270,688     3,052,039
                                                      ------------   -----------

Cash and cash equivalents, end of period              $   938,072    $3,719,908
                                                      ============   ===========


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 six months ended
   June 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  5,312 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  June  30,  1999,  $9,000  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 June 30, 1999 and 1998, Pembroke Realty was
   entitled to receive $18,014 and $15,078,  respectively,  of which $15,012 and
   $12,565, respectively, was payable to the unaffiliated management company. No
   leasing  activity  compensation  was paid to Pembroke Realty for the quarters
   ended  March 31,  1999 or 1998.  Current  fees of $3,002  payable to Pembroke
   Realty at June 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 June 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 $2,579 and $1,344 in the  quarters
   ended June 30, 1999 and 1998, respectively. They also are entitled to receive
   1% of  distributions,  which amounted to $41,000 and $0 in the quarters ended
   June 30, 1999 and 1998, respectively.

3. REAL ESTATE

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


                                            June 30,       December 31,
                                              1999             1998
                                         --------------   --------------

         Land                            $   6,667,189    $   6,667,189
         Building and improvements          12,932,876       12,932,876
                                         --------------   --------------
                                            19,600,065       19,600,065
         Accumulated depreciation           (4,404,460)      (4,241,900)
                                         --------------   --------------

                                         $  15,195,605    $  15,358,165
                                         ==============   ==============

   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 June 30, 1999 or 1998.

4. DUE TO AFFILIATES

   The amounts due to affiliates are as follows:


                                            June 30,       December 31,
                                              1999             1998
                                         --------------   --------------

         Supervisory Management Fee      $       3,002    $          -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.

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 June 30,  1999,  working  capital
   reserves  amounted  to  approximately  $913,000,  which  may be  used to fund
   capital  expenditures,  insurance,  real estate taxes and loan payments.  All
   expenditures  made  during the  quarter  ended June 30, 1999 were funded from
   cash flow from operations.

   At June 30, 1999, the total amount outstanding on the Partnership's  mortgage
   loan payable to Resources  Accrued  Mortgage  Investors 2 L.P.  ("RAM 2") was
   $20,737,521,  which included  deferred  interest payable of $14,237,521.  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.
   See "Write-Down for Impairment" below.

   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 June 30, 1999, the Measurement  Amount was
   approximately  $12,383,000,  which was approximately $1,111,000 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 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

                                        7

<PAGE>

   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 substitute tenant. However, there can be no
   assurance  the  Partnership  will  succeed  in  finding a  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.

   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,  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.

   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 and
   an additional,  significant space previously  occupied by Good Guys) has only
   limited  visibility  to the main  thoroughfare  and the fact that the  spaces
   occupied by Levitz and Good Guys are  expected to be vacant for at least some
   period,   have  hindered  the  lease-up  of  new  space.  As  a  result,  the
   Partnership's investment in its property is at risk.

   Write-Down for Impairment

   The  Partnership's  property  is  reflected  in the  Partnership's  financial
   statements  at the lower of  depreciated  cost or  estimated  fair  value.  A
   write-down for impairment with respect to the  Partnership's  property may be
   recorded from time to time based upon quarterly  reviews of the property.  In
   performing this review,  management considers the estimated fair value of the
   property based upon undiscounted future cash flows, as well as other factors,
   such as the current  occupancy  situation in the region where the property is
   located.  Because this  determination  of estimated  fair value is based upon
   future economic events, the amounts ultimately realized upon a disposition of
   the  property  may  differ   materially  from  the  value  reflected  in  the
   Partnership's financial statements. A write-down for impairment is inherently
   subjective and is based upon management's best estimate of current conditions
   and assumptions about expected future conditions.

   In the first quarter of 1997, prior management  determined that the aggregate
   undiscounted cash flows from the property over the anticipated holding period
   were below the value of the property reflected in the Partnership's financial
   statements at March 31, 1997 and,  therefore,  an impairment existed. At that
   time,  prior  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 at March 31, 1997.

                                        8
<PAGE>

   No additional  write-down  for  impairment  has been required since March 31,
   1997. However, the Partnership may provide for additional  write-downs in the
   future and such write-downs could be material.

   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.

   Results of Operations

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

   The  Partnership  realized a net loss of $257,940  for the three months ended
   June 30, 1999 compared to a net loss of $134,425 for the  corresponding  1998
   period, a change of $123,515. The change was primarily a result of a decrease
   in rental income, as well as an increase in mortgage loan interest expense.

   Revenues  decreased from 1998 to 1999 due to the timing of tenant real estate
   tax billings.

   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.


   Six months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

   The Partnership realized a net loss of $546,184 for the six months ended June
   30,  1999  compared  to a net loss of  $300,010  for the  corresponding  1998
   period, a change of $246,174. The change was primarily a result of a decrease
   in rental income, as well as an increase in mortgage loan interest expense.

   Revenues  decreased  from 1998 to 1999 due to the loss of Levitz as a tenant,
   as well as other decreases 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.

   Operating  expense  increased  as a result of higher  real  estate  taxes and
   utility expenses.

                                      9
<PAGE>

 PART II -  OTHER INFORMATION

 ITEM 6 -   EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits:  None

      (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:  August 13, 1999          By:   /s/ Lawrence J. Cohen
                                        ------------------------------------
                                            Lawrence J. Cohen
                                            President and Principal
                                            Financial and Accounting Officer


                                       11

<PAGE>