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

                                  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, 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 No.)

                          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)

                               (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, 2002

                                       INDEX


PART I - FINANCIAL INFORMATION

     ITEM 1  -  FINANCIAL STATEMENTS

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

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

           STATEMENT OF PARTNERS' DEFICIT - For the nine months ended
               September 30, 2002..............................................4

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

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

     ITEM 2  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS...........................10


     ITEM 4  -  CONTROLS AND PROCEDURES.......................................15


PART II - OTHER INFORMATION

     ITEM 6  -  EXHIBITS AND REPORTS ON FORM 8-K..............................16

SIGNATURES....................................................................17


<PAGE>

     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.

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        September 30,
                                                            2002                    December 31,
                                                         (unaudited)                   2001
                                                      ------------------        -----------------
<S>                                                   <C>                       <C>

ASSETS
      Real estate, net                                $     14,242,825          $    14,433,815
      Cash and cash equivalents                                876,854                1,100,234
      Tenant receivables, net                                  200,546                  112,339
      Other assets                                             267,378                  441,920
      Prepaid expense                                             --                     58,106
                                                      ------------------        -----------------
                                                      $     15,587,603          $    16,146,414
                                                      ==================        =================

LIABILITIES AND PARTNERS' DEFICIT

Liabilities
      Mortgage loan payable                           $      6,500,000          $     6,500,000
      Deferred interest payable                             20,408,432               19,691,497
      Accounts payable and accrued expenses                     39,935                   57,134
      Tenants' security deposits payable                        70,985                   64,618
                                                      ------------------        -----------------
                                                            27,019,352               26,313,249

Commitments and contingencies

Partners' deficit
      Limited partners' deficit (96,472 units
         issued and outstanding)                           (11,317,430)             (10,065,165)
      General partners' deficit                               (114,319)                (101,670)
                                                      ------------------        -----------------
         Total partners' deficit                           (11,431,749)             (10,166,835)
                                                      ------------------         ----------------

                                                      $     15,587,603           $   16,146,414
                                                      ==================         ================
</TABLE>

See notes to financial statements.


                                       1
<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                   (unaudited)

<TABLE>
<CAPTION>


                                              --------------------------------------------
                                                        For the three months ended
                                                               September 30,
                                              --------------------     -------------------
                                                      2002                     2001
                                              -------------------      -------------------
<S>                                           <C>                      <C>

Revenues
    Rental income                             $           685,635      $           690,602
    Interest income                                         2,748                    3,836
                                              --------------------     -------------------
                                                          688,383                  694,438
                                              --------------------     -------------------
Costs and expenses
    Mortgage loan interest                                744,925                  714,222
    Operating                                             140,510                  125,742
    Depreciation and amortization                         117,510                  107,743
    Partnership management fees                            75,369                   75,369
    Property management fees                               20,569                   20,702
    General and administrative                             35,806                   27,566
                                              --------------------     -------------------
                                                        1,134,689                1,071,344
                                              --------------------     -------------------

Net loss                                      $          (446,306)     $          (376,906)
                                              ====================     ===================

Net loss attributable to
    Limited partners                          $          (441,843)     $          (373,137)
    General partners                                       (4,463)                  (3,769)
                                              --------------------     -------------------
                                              $          (446,306)     $          (376,906)
                                              ====================     ===================


Net loss per unit of limited partnership
interest (96,472 units outstanding)           $             (4.58)     $             (3.87)
                                              ====================     ===================
</TABLE>






See notes to financial statements.


                                       2

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                   (unaudited)

<TABLE>
<CAPTION>


                                              --------------------------------------------
                                                         For the nine months ended
                                                               September 30,
                                              --------------------     -------------------
                                                       2002                     2001
                                              --------------------     -------------------
<S>                                           <C>                      <C>

Revenues
    Rental income                             $         2,004,762      $         2,057,638
    Interest income                                        19,004                   33,781
                                              --------------------     -------------------
                                                        2,023,766                2,091,419
                                              --------------------     -------------------

Costs and expenses
    Mortgage loan interest                              2,200,002                2,113,428
    Operating                                             394,881                  367,928
    Depreciation and amortization                         342,825                  324,782
    Partnership management fees                           226,107                  226,107
    Property management fees                               60,348                   61,852
    General and administrative                             64,517                  103,816
                                              --------------------     -------------------
                                                        3,288,680                3,197,913
                                              --------------------     -------------------

Net loss                                      $        (1,264,914)     $        (1,106,494)
                                              ====================     ===================

Net loss attributable to
    Limited partners                          $        (1,252,265)     $        (1,095,429)
    General partners                                      (12,649)                 (11,065)
                                              --------------------     -------------------

                                              $        (1,264,914)     $        (1,106,494)
                                              ====================     ===================

Net loss per unit of limited partnership
interest (96,472 units outstanding)           $            (12.98)     $            (11.36)
                                              ====================     ===================
</TABLE>









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

Net loss for the nine months ended
September 30, 2002                                     (12,649)                (1,252,265)              (1,264,914)
                                           ---------------------    -----------------------    ---------------------
Balance, September 30, 2002                $          (114,319)     $         (11,317,430)     $       (11,431,749)
                                           =====================    =======================    =====================


</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,
                                                                          --------------------------------
                                                                                2002              2001
                                                                          --------------    --------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
<S>                                                                       <C>               <C>
Cash flows from operating activities
    Net loss                                                              $  (1,264,914)    $  (1,106,494)
    Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities
                  Deferred interest expense                                     716,935         1,285,482
                  Depreciation and amortization                                 342,825           324,782
    Changes in operating assets and liabilities
                  Tenant receivables                                            (88,207)           (2,543)
                  Other assets                                                   71,461          (111,812)
                  Prepaid expenses                                               58,106           (28,492)
                  Accounts payable and accrued expenses                         (17,199)         (111,829)
                  Due to affiliates                                                  --                49
                  Tenants' security deposits payable                              6,367            (1,949)
                                                                          --------------    --------------

                  Net cash (used in) provided by operating activities          (174,626)          247,194
                                                                          --------------    --------------
Cash flows from investing activities
    Additions to real estate                                                    (48,754)          (25,718)
                                                                          --------------    --------------

Net (decrease) increase  in cash and cash equivalents                          (223,380)          221,476

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

Cash and cash equivalents, end of period                                     $  876,854      $  1,325,127
                                                                          ==============    ==============

Supplemental disclosure of cash flow information:
    Interest paid                                                         $   1,483,067     $     827,946
                                                                          ==============    ==============

</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
      High Cash  Partners,  L.P.  (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  Partnership's  Annual Report on Form 10-K for the year ended December
      31, 2001.  The results of  operations  for the three and nine months ended
      September  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
      $26,908,432   at  September  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  Partnership's  sole real
      estate asset (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  exercise  of its  rights and  remedies
      under the Mortgage Loan for the Partnership's failure


                                       6

<PAGE>

      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,  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  September  30,  2002,  the
      Partnership  retained  $25,000 of operating cash flow and applied $461,485
      to current interest  incurred under the Mortgage Loan. For the nine months
      ended  September 30, 2002, the Partnership  retained  $75,000 of operating
      cash flow and applied  $1,483,068 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 then current  appraisal of the Property  upon RAM 2's
      request. If it was


                                       7
<PAGE>

      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,
      shortly after the Mortgage Loan  Modification  Agreement was entered into,
      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.

      Since the  Mortgage  Loan  Modification  was entered  into,  the  Managing
      General  Partner has  continued to seek a long-term,  creditworthy  anchor
      tenant for the space that was originally  occupied by Levitz.  (See Item 2
      below.)  However,  the  search  for  such  a  tenant  has  thus  far  been
      unsuccessful.  The  inability to enter into an  attractive  lease for this
      space has  significantly  impaired the value of the Property.  Although an
      appraisal has not been obtained for the Property  since March 1, 2001, the
      Managing  General  Partner  does not believe  that the present fair market
      value of the  Property  exceeds the  outstanding  balance of the  Mortgage
      Loan. Accordingly, it is highly unlikely that the Partnership will be able
      to either  refinance  the Mortgage Loan or sell the Property for an amount
      sufficient  to satisfy the Mortgage  Loan prior to its  extended  maturity
      date of March 1, 2003.  In addition,  RAM 2 has  indicated  that it is not
      prepared  to further  extend or to  restructure  the  Mortgage  Loan.  The
      Managing  General  Partner will continue to pursue an  appropriate  anchor
      tenant;  however,  under the  circumstances,  the  likelihood  that such a
      tenant will be secured  sufficiently  in advance of the extended  maturity
      date on the Mortgage  Loan to enable the Property to be sold or refinanced
      is highly  doubtful.  As a result,  it is anticipated  that the Conveyance
      Documents will be released to RAM 2 and that the Partnership will lose its
      interest in the  Property on or about March 1, 2003.  Limited  Partners of
      the  Partnership  should  consult  with their tax  advisors  as to the tax
      consequences to them of the loss of the Property at that time.

      After the Conveyance  Documents are released to RAM 2 and the  Partnership
      no longer has any interest in the Property,  the Managing  General Partner
      expects to terminate and dissolve the  Partnership in accordance  with the
      provisions of the Partnership's  Amended and Restated Agreement of Limited
      Partnership.

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


                                       8
<PAGE>

      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, 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 September 30, 2002
      or 2001. No leasing activity  compensation was paid to Pembroke Realty for
      the quarters ended September 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, 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  September  30,  2002,  Pelican was  entitled to receive  $20,569 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  September 30, 2002 and September 30, 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 $4,463 and $3,769 in the quarters
      ended September 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:

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

      Land                               $     6,667,189        $    6,667,189
      Building and improvements               13,014,699            12,965,945
                                        ------------------     -----------------
                                              19,681,888            19,633,134
      Accumulated depreciation                (5,439,063)           (5,199,319)
                                        ------------------     -----------------

                                         $    14,242,825        $   14,433,815
                                        ==================     =================


                                       9

<PAGE>


      The land,  building and improvements that comprise the Partnership's  sole
      real estate asset collateralize 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.

      The  Partnership  uses  undistributed  cash  flow from  operations  as its
      primary  measure of liquidity.  As of September 30, 2002,  working capital
      reserves  amounted to approximately  $1,037,000 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, 2002 were funded from operations.

      At September 30, 2002,  the total amount  outstanding on the Mortgage Loan
      was  $26,908,432,  which included  deferred  interest of $20,408,432.  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


                                       10

<PAGE>

      (iii) March 1, 2003.

      Unless the Partnership is able to arrange alternate financing or a sale of
      the  Property,  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
      September 30, 2002,  the  Partnership  retained  $25,000 of operating cash
      flow and applied $461,485 to current interest  incurred under the Mortgage
      Loan.  For the nine months  ended  September  30,  2002,  the  Partnership
      retained $75,000 of operating cash flow and applied  $1,483,068 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 September 30, 2002,
      the Partnership had cash and cash equivalents of $876,854.

      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 then 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.  Shortly after the Mortgage Loan Modification
      Agreement was entered into, 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


                                       11
<PAGE>

      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.

      Since the  Mortgage  Loan  Modification  was entered  into,  the  Managing
      General  Partner has  continued to seek a long-term,  creditworthy  anchor
      tenant for the space that was originally  occupied by Levitz.  (See Item 2
      below.)  However,  the  search  for  such  a  tenant  has  thus  far  been
      unsuccessful.  The  inability to enter into an  attractive  lease for this
      space has  significantly  impaired the value of the Property.  Although an
      appraisal has not been obtained for the Property  since March 1, 2001, the
      Managing  General  Partner  does not believe  that the present fair market
      value of the  Property  exceeds the  outstanding  balance of the  Mortgage
      Loan. Accordingly, it is highly unlikely that the Partnership will be able
      to either  refinance  the Mortgage Loan or sell the Property for an amount
      sufficient  to satisfy the Mortgage  Loan prior to its  extended  maturity
      date of March 1, 2003.  In addition,  RAM 2 has  indicated  that it is not
      prepared  to further  extend or to  restructure  the  Mortgage  Loan.  The
      Managing  General  Partner will continue to pursue an  appropriate  anchor
      tenant;  however,  under the  circumstances,  the  likelihood  that such a
      tenant will be secured  sufficiently  in advance of the extended  maturity
      date on the Mortgage  Loan to enable the Property to be sold or refinanced
      is highly  doubtful.  As a result,  it is anticipated  that the Conveyance
      Documents will be released to RAM 2 and that the Partnership will lose its
      interest in the  Property on or about March 1, 2003.  Limited  Partners of
      the  Partnership  should  consult  with their tax  advisors  as to the tax
      consequences to them of the loss of the Property at that time.

      After the Conveyance  Documents are released to RAM 2 and the  Partnership
      no longer has any interest in the Property,  the Managing  General Partner
      expects to terminate and dissolve the  Partnership in accordance  with the
      provisions of the Partnership's  Amended and Restated Agreement of Limited
      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 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.


                                       12

<PAGE>


      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 was
      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  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,  the  Partnership  has not thus far been successful in its search
      and there can be no  assurance  the  Partnership  will,  significantly  in
      advance of the Extended  Maturity  Date of the Mortgage  Loan,  succeed in
      finding a long-term, creditworthy substitute tenant 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

      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.


                                       13

<PAGE>

      Results of Operations

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

      The  Partnership  realized a net loss of $446,306 ($4.58 per Unit) for the
      three months ended  September  30, 2002 compared to a net loss of $376,906
      ($3.87 per Unit) for the  corresponding  2001 period, an increased loss of
      $69,400.  The  increased  loss was  primarily  the  result  of an  overall
      increase in costs and expenses.

      Costs and  expenses  increased  from 2001 to 2002 as a result of increased
      mortgage loan interest, operating,  depreciation and amortization, as well
      as general and administrative expenses.

      Mortgage loan interest  increased due to the  compounding  effect from the
      deferral of interest on the Mortgage Loan.  Operating expenses reflect the
      addition  of  one  salaried   clerical  employee  paid  by  the  Property.
      Depreciation and amortization  increased as a result of capitalized  costs
      incurred.  The  increase in general  and  administrative  reflects  higher
      professional costs than those incurred during the corresponding  period in
      2001.

      Nine  Months  Ended  September  30, 2002  Compared  to Nine  Months  Ended
      September 30, 2001

      The  Partnership  realized a net loss of $1,264,914  ($12.98 per Unit) for
      the  nine  months  ended  September  30,  2002  compared  to a net loss of
      $1,106,494  ($11.36  per  Unit)  for the  corresponding  2001  period,  an
      increased loss of $158,420. The increased loss was the result of decreased
      revenues combined with increased 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  corresponding  period in 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 as a result of increased
      mortgage  loan  interest,  operating  and  depreciation  and  amortization
      expenses. General and administrative expenses decreased.

      Mortgage loan interest  increased due to the  compounding  effect from the
      deferral of interest on the Mortgage Loan.  Operating expenses reflect the
      addition  of  one  salaried   clerical  employee  paid  by  the  Property.
      Depreciation and amortization  increased as a result of capitalized  costs
      incurred.  General and  administrative  expenses  decreased as a result of
      decreased  legal costs;  the legal costs  incurred in connection  with the
      Mortgage Loan  Modification  Agreement  during 2001 represented a one-time
      non-recurring expense.

      Certification

      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


                                       14

<PAGE>

      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.

ITEM 4 - CONTROLS AND PROCEDURES

      Within 90 days  prior to the date of this  report,  the  Managing  General
      Partner  carried out an  evaluation,  under the  supervision  and with the
      participation of Lawrence J. Cohen, the President, chief executive officer
      and chief financial officer of the Managing General Partner's sole member,
      Pembroke  Companies Inc., of the effectiveness of the design and operation
      of the  Partnership's  disclosure  controls and procedures.  Based on that
      evaluation, Mr. Cohen concluded that the Partnership's disclosure controls
      and  procedures   are  effective  in  timely   alerting  him  to  material
      information required to be disclosed by the Partnership in reports that it
      files or submits under the Securities Exchange Act of 1934.

      There  have been no  significant  changes  in the  Partnership's  internal
      controls  or in  other  factors  that  could  significantly  affect  those
      controls subsequent to the date of their last evaluation.


                                       15

<PAGE>


PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits:  None

      (b)  Reports on Form 8-K: None


                                       16


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


                                       17


<PAGE>


                                  CERTIFICATION

I, Lawrence J. Cohen, certify that:

1.   I have reviewed this  quarterly report on Form 10-Q of High Cash  Partners,
L.P.;

2.   Based on my knowledge, this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other  certifying officers and I  have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The registrant's other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:   November 14, 2002         By:   /s/ Lawrence J. Cohen
                                        ---------------------------

                                        Lawrence J. Cohen,
                                        President, chief executive officer and
                                        chief financial officer of Pembroke
                                        Companies, Inc., the sole member of
                                        Pembroke HCP, LLC, the managing general
                                        partner of High Cash Partners, L.P.


                                       18