--------------------------------------------------------------------------------
                                  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 September 30, 2001

                         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.
                           c/o Pembroke Companies Inc
                         70 East 55th Street 7th Floor
                            New York, New York 10022

                                 (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, 2001

                                      INDEX


PART I - FINANCIAL INFORMATION

     ITEM 1 - FINANCIAL STATEMENTS

          BALANCE SHEETS - September 30, 2001 and December 31, 2000............1

          STATEMENTS OF OPERATIONS - For the three and nine months ended
            September 30, 2001 and 2000......................................2-3

          STATEMENT OF PARTNERS' DEFICIT - For the nine months ended September
            30, 2001...........................................................4

          STATEMENTS OF CASH FLOWS - For the nine months ended September 30,
            2001 and 2000......................................................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................................14

SIGNATURES....................................................................15


<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



                                         September 30,  December 31,
                                             2001           2000
                                         (unaudited)
                                         ------------   ------------

ASSETS
      Real estate, net                   $ 14,512,404   $ 14,722,456
      Cash and cash equivalents             1,325,127      1,103,651
      Tenant receivables, net                  89,439         86,896
      Other assets                            195,957        173,206
      Prepaid expense                          61,855         33,363
                                         ------------   ------------
                                         $ 16,184,782   $ 16,119,572
                                         ============   ============

LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES
      Mortgage loan payable              $  6,500,000   $  6,500,000
      Deferred interest payable            19,312,326     18,026,844
      Accounts payable and
          accrued expenses                     42,471        154,300
      Tenants' security
          deposits payable                     66,180         68,129
                                         ------------   ------------
                                           25,920,977     24,749,273

Commitments and contingencies

PARTNERS' DEFICIT
      Limited partners' deficit
       (96,472 units issued and
        outstanding                        (9,638,831)    (8,543,402)
      General partners' deficit               (97,364)       (86,299)
                                         ------------   ------------
         Total partners' deficit           (9,736,195)    (8,629,701)
                                         ------------   ------------

                                         $ 16,184,782   $ 16,119,572
                                         =============  =============



See notes to financial statements.

                                       1

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)




                                         ----------------------------
                                         For the three months ended
                                                 September 30,
                                         -------------- -------------
                                              2001           2000
                                         -------------- -------------
REVENUES
      Rental income                      $    690,602   $    648,353
      Interest income                           3,836          7,652
                                         -------------- -------------
                                              694,438        656,005
                                         -------------- -------------
COSTS AND EXPENSES
      Mortgage loan interest                  714,222        656,516
      Operating                               125,742        121,285
      Depreciation and amortization           107,743         91,071
      Partnership management fees              75,369         75,369
      Property management fees                 20,702         18,179
      Administrative                           27,566         36,273
                                         -------------- -------------
                                            1,071,344        998,693
                                         -------------- -------------
NET LOSS                                 $   (376,906)  $   (342,688)
                                         ============== =============
NET LOSS ATTRIBUTABLE TO
      Limited partners                   $   (373,137)  $   (339,261)
      General partners                         (3,769)        (3,427)
                                         -------------- -------------
                                         $   (376,906)  $   (342,688)
                                         ============== =============
Net loss per unit of limited
partnership interest (96,472 units
outstanding)                             $      (3.87)  $      (3.52)
                                         -------------- -------------

                       See notes to financial statements.

                                       2

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)



                                         ----------------------------
                                          For the nine months ended
                                                 September 30,
                                         -------------- -------------
                                              2001           2000
                                         -------------- -------------
REVENUES
      Rental income                      $  2,057,638  $   1,955,768
      Interest income                          33,781         22,802
                                         -------------- -------------
                                            2,091,419      1,978,570
                                         -------------- -------------
COSTS AND EXPENSES
      Mortgage loan interest                2,113,428      1,909,118
      Operating                               367,928        366,567
      Depreciation and amortization           324,782        269,965
      Partnership management fees             226,107        226,107
      Property management fees                 61,852         58,653
      Administrative                          103,816         83,211
                                         -------------- -------------
                                            3,197,913      2,913,621
                                         -------------- -------------
NET LOSS                                 $ (1,106,494) $    (935,051)
                                         ============== =============
NET LOSS ATTRIBUTABLE TO
      Limited partners                   $ (1,095,429) $    (925,700)
      General partners                        (11,065)        (9,351)
                                         -------------- -------------
                                         $ (1,106,494) $    (935,051)
                                         ============== =============
Net loss per unit of limited
partnership interest (96,472 units
outstanding)                             $     (11.36) $       (9.60)
                                         -------------- -------------




See notes to financial statements.

                                       3

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                         STATEMENT OF PARTNERS' DEFICIT

                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                   General Partners'         Limited Partners'         Total Partners'
                                       Deficit                   Deficit                   Deficit
                                   -----------------        ------------------      ------------------
<S>                                <C>                    <C>                       <C>
BALANCE, JANUARY 1, 2001           $      (86,299)        $      (8,543,402)        $     (8,629,701)

Net loss for the nine months
ended September 30, 2001                  (11,065)               (1,095,429)              (1,106,494)
                                   -----------------        ------------------      ------------------
BALANCE, SEPTEMBER 30, 2001        $      (97,364)        $      (9,638,831)        $     (9,736,195)
                                   =================        ==================      ==================
</TABLE>




See notes to financial statements.


                                       4
<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                            For the nine months ended
                                                                                  September 30,
                                                                        -------------------------------
                                                                             2001              2000
                                                                        --------------    -------------
<S>                                                                     <C>              <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                            $  (1,106,494)   $  (935,051)
    Adjustments to reconcile net loss to net cash provided by
      operating activities
           Deferred interest expense                                        1,285,482      1,909,118
           Depreciation and amortization                                      324,782        269,965
    Changes in operating assets and liabilities
           Tenant receivables                                                  (2,543)           274
           Other assets                                                      (111,812)       (16,846)
           Prepaid expense                                                    (28,492)       (17,060)
           Accounts payable and accrued expenses                             (111,829)       (28,329)
           Due to affiliates                                                       49         (1,542)
           Tenants' security deposits payable                                  (1,949)          (738)
                                                                         -------------    -----------
           Net cash provided by operating activities                          247,194      1,179,791
                                                                         -------------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Real estate additions                                                     (25,718)            --
                                                                         -------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Distributions to partners                                                      --     (1,450,003)
                                                                         -------------    -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          221,476       (270,212)

Cash and cash equivalents, beginning of period                              1,103,651        957,503
                                                                         -------------    -----------

Cash and cash equivalents, end of period                                 $  1,325,127     $  687,291
                                                                         =============    ===========
</TABLE>



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, 2000.  The results of  operations  for the
     three  and  nine  months  ended  September  30,  2001  are not  necessarily
     indicative of the results to be expected for the full year.

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 $25,812,326 at
     September  30,  2001,  and  aggregated  approximately  $25,000,000  at  its
     original  maturity date of February 28, 2001. As of September 30, 2001, the
     principal and deferred interest on the Mortgage Loan exceeded the estimated
     fair  market  value  of the  Partnership's  sole  real  estate  asset  (the
     "Property").

     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  Mortgage  Loan
     Modification Agreement became effective on January 31, 2001.


                                       6

<PAGE>

     Effective January 31, 2001, the Partnership  entered into the Mortgage Loan
     Modification  Agreement  with RAM 2.  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 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.

     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  seven  months  ended  September  30,  2001,  the
     Partnership retained $58,334 of operating cash flow and applied $827,946 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.

     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


                                       7

<PAGE>

     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
     Greenwich Realty Advisors,  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 September 30, 2001
     and  2000,  $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. A portion of the property  management  fees
     payable  to  Resources   Supervisory   and  Pembroke  Realty  was  paid  to
     unaffiliated  local  management  companies  that had been  engaged  for the
     purpose of performing  the local  property  management  functions.  For the
     quarter ended  September 30, 2000,  Pembroke Realty was entitled to receive
     $18,179, of which $13,634 was payable to unaffiliated management companies.
     No property management fees were payable to Pembroke Realty for the quarter
     ended  September 30, 2001.  No leasing  activity  compensation  was paid to
     Pembroke Realty for the quarters ended September 30, 2001 or 2000.

     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


                                       8

<PAGE>

     functions commencing on January 2, 2001. Kestrel has assumed all management
     services  previously  performed  by  Pembroke  Realty and the  unaffiliated
     management companies,  pursuant to the terms of a management agreement. For
     the quarter  ended  September  30,  2001,  Kestrel was  entitled to receive
     $20,702  in  respect  of  property  management  services  rendered  to  the
     Partnership.

     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,  2001 and 2000,  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 $3,769 and $3,427 in the quarters
     ended September 30, 2001 and 2000, 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:

                                       September 30, 2001      December 31, 2000
                                          (unaudited)
                                      --------------------   -------------------
     Land                              $      6,667,189       $     6,667,189
     Building and improvements               12,965,944            12,940,226
                                      --------------------   -------------------
                                             19,633,133            19,607,415
     Accumulated depreciation                (5,120,729)           (4,884,959)
                                      --------------------   -------------------
                                         $   14,512,404       $    14,722,456
                                      ====================   ===================

     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 September 30, 2001,  working capital  reserves
     amounted  to  approximately  $1,434,000  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
     September 30, 2001 were funded from operations.

     At September 30, 2001,  the total amount  outstanding  on the Mortgage Loan
     was  $25,812,326,  which included  deferred  interest of  $19,312,326.  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.

     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  seven  months  ended
     September 30, 2001, the Partnership retained $58,334 of operating cash flow
     and applied $827,946 to current interest incurred under the Mortgage Loan.

     In addition, RAM 2 has agreed to release the Partnership and its affiliates
     from all claims for  principal  or  interest  due under the  Mortgage  Loan
     effective on the date that the  Conveyance  Documents are released to RAM 2
     or such other party as agreed to by RAM 2. Such  release  will be effective
     provided  that the  Partnership  (i) does not  become

                                       10

<PAGE>

     the  subject of any  bankruptcy  proceeding  on or before one year from the
     date of release of the  Conveyance  Documents and (ii) has not  perpetrated
     any fraud upon RAM 2. In addition,  the  Partnership  will be entitled to a
     refund of expenses  previously paid by it, to the extent that such expenses
     relate to any time period subsequent to February 28, 2001. Thereafter,  the
     Partnership will use its cash flow and cash reserves to fund the payment of
     Partnership  fees and expenses.  To the extent not used to pay  Partnership
     fees and expenses,  these funds will be available for  distribution  to the
     Limited Partners.  However,  there can be no assurance that the Partnership
     will have excess cash available,  or that future distributions will be made
     to the Limited  Partners.  At September 30, 2001, the  Partnership had cash
     and cash equivalents of $1,325,127.

     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
     Greenwich Realty Advisors,  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.

     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


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<PAGE>

     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.

     In 1999,  Good Guys,  Inc.  ("Good  Guys")  vacated its premises and ceased
     paying  rent under the lease as of December  1, 2000.  In April  2001,  the
     Partnership  agreed to  consent to Good Guys'  sublet of its  premises;  in
     connection with this agreement Good Guys paid all of its past due rent.

     The  vacancies at the Levitz and Good Guy spaces have resulted in a loss of
     income to the Partnership.  These vacancies may have adversely affected the
     surrounding  tenants and the Partnership's  ability to attract new tenants,
     particularly in light of the limited  visibility  those tenants have to the
     main  thoroughfare.  See "Real Estate  Market"  below.  The  Partnership is
     actively seeking 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.

     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

     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.


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<PAGE>

     RESULTS OF OPERATIONS

     THREE  MONTHS  ENDED  SEPTEMBER  30, 2001  COMPARED TO THREE  MONTHS  ENDED
     SEPTEMBER 30, 2000

     The  Partnership  realized a net loss of $376,906  ($3.87 per Unit) for the
     three months ended  September  30, 2001  compared to a net loss of $342,688
     ($3.52 per Unit) for the  corresponding  2000 period,  an increased loss of
     $34,218.  The  increased  loss was  primarily  the result of an increase in
     mortgage loan interest expense and depreciation and amortization.


     Revenues  increased from 2000 to 2001,  principally due to increased tenant
     reimbursements.

     Costs and expenses increased from 2000 to 2001 primarily due to an increase
     in mortgage loan interest expense and depreciation and amortization  offset
     by a decrease in administrative expenses.

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

     Administrative expenses decreased principally due to decreased legal fees.

     Depreciation  and  amortization  increased due to the amortization of costs
     associated with the Mortgage Loan modification.

     NINE  MONTHS  ENDED  SEPTEMBER  30,  2001  COMPARED  TO NINE  MONTHS  ENDED
     SEPTEMBER 30, 2000.

     The Partnership realized a net loss of $1,106,494 ($11.36 per Unit) for the
     nine months  ended  September  30, 2001  compared to a net loss of $935,051
     ($9.60 per Unit) for the  corresponding  2000 period,  an increased loss of
     $171,443.  The  increased  loss was  primarily the result of an increase in
     mortgage loan interest, partially offset by an increase in revenues.

     Revenues  increased  from 2000 to 2001,  primarily  due to  increased  base
     rental income and tenant reimbursements.

     Costs and expenses increased from 2000 to 2001 primarily due to an increase
     in  mortgage   loan  interest   expense,   administrative   expenses,   and
     depreciation and amortization.

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

     Depreciation  and  amortization  increased due to the amortization of costs
     associated with the Mortgage Loan modification.

     Administrative   expenses  increased  due  to  increased  legal  costs  and
     professional fees associated with activities of the Partnership.


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<PAGE>


PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:  None

         (b)  Reports on Form 8-K: None


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<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 14, 2001                  By:  /s/ Lawrence J. Cohen
                                                --------------------------
                                                President and Principal
                                                Financial and Accounting Officer


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