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


                                  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 March 31, 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 - March 31, 2002

                                      INDEX



PART I - FINANCIAL INFORMATION

     ITEM 1 - FINANCIAL STATEMENTS

          BALANCE SHEETS - March 31, 2002 and December 31, 2001................1

          STATEMENTS OF OPERATIONS - For the three months ended
              March 31, 2002 and 2001..........................................2

          STATEMENT OF PARTNERS' DEFICIT - For the three months ended
              March 31, 2002...................................................3

          STATEMENTS OF CASH FLOWS - For the three months ended
              March 31, 2002 and 2001..........................................4

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

     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS..............................8

PART II - OTHER INFORMATION

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K................................13

SIGNATURES....................................................................14





<PAGE>



PART I - FINANCIAL INFORMATION

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

ITEM 1 - FINANCIAL STATEMENTS

                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        March 31,
                                                           2002                     December 31,
                                                       (unaudited)                      2001
<S>                                                 <C>                          <C>
                                                    ------------------           ------------------
ASSETS

   Real estate, net                                   $   14,362,182               $   14,433,815
   Cash and cash equivalents                               1,033,516                    1,100,234
   Tenant receivables, net                                   148,730                      112,339
   Other assets                                              369,325                      441,920
   Prepaid expense                                            58,106                       58,106
                                                    ------------------           ------------------
                                                      $   15,971,859               $   16,146,414
                                                    ==================           ==================


LIABILITIES AND PARTNERS' DEFICIT

Liabilities
   Mortgage loan payable                              $    6,500,000               $    6,500,000
   Deferred interest payable                              19,903,010                   19,691,497
   Accounts payable and accrued expenses                      37,260                       57,134
   Tenants' security deposits payable                         66,805                       64,618
                                                    ------------------           ------------------
                                                          26,507,075               $   26,313,249

Commitments and contingencies

Partners' deficit
   Limited partners' deficit (96,472 units
      issued and outstanding)                            (10,429,862)                 (10,065,165)
   General partners' deficit                                (105,354)                    (101,670)
                                                    ------------------           ------------------
      Total partners' deficit                            (10,535,216)                 (10,166,835)
                                                    ------------------           ------------------

                                                      $   15,971,859               $   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
                                                              March 31,
                                              -----------------      -----------------
                                                   2002                    2001
                                              -----------------      -----------------
<S>                                           <C>                    <C>

Revenues
    Rental income                             $     661,168            $     648,662
    Interest income                                  13,126                   14,004
                                              -----------------      -----------------
                                                    674,294                  662,666
                                              -----------------      -----------------

Costs and expenses

    Mortgage loan interest                          713,914                  694,431
    Operating                                       111,208                  114,231
    Depreciation and amortization                   109,059                  107,721
    Partnership management fees                      75,369                   75,369
    Property management fees                         19,792                   20,893
    General and Administrative                       13,333                   37,705
                                              -----------------      -----------------
                                                  1,042,675                1,050,350
                                              -----------------      -----------------


Net loss                                      $   (368,381)            $   (387,684)
                                              =================      =================

Net loss attributable to
    Limited partners                          $   (364,697)            $   (383,808)
    General partners                                (3,684)                  (3,876)
                                              -----------------      -----------------
                                              $   (368,381)            $   (387,684)
                                              =================      =================


Net loss per unit of limited partnership
interest (96,472 units outstanding)           $      (3.78)            $      (3.98)
                                              -----------------      -----------------


</TABLE>




See notes to financial statements.


                                       2



<PAGE>


                            HIGH CASH PARTNERS, L.P.

                         STATEMENT OF PARTNERS' DEFICIT

                                   (unaudited)


<TABLE>
<CAPTION>
<S>                                        <C>                     <C>                      <C>


                                           General Partners'        Limited Partners'         Total Partners'
                                                Deficit                  Deficit                  Deficit
                                           -----------------       -------------------      -------------------
Balance, January 1, 2002                     $   (101,670)          $   (10,065,165)         $   (10,166,835)

Net loss for the three months
ended March 31, 2002                               (3,684)                 (364,697)                (368,381)

                                           -----------------       -------------------      -------------------
Balance, March 31, 2002                      $   (105,354)          $   (10,429,862)         $   (10,535,216)
                                           =================       ===================      ===================


</TABLE>






See notes to financial statements.



                                       3



<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                  For the three months ended
                                                                                           March 31,
                                                                               ---------------    --------------
                                                                                     2002             2001
<S>                                                                            <C>                <C>

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
    Net loss                                                                   $   (368,381)      $  (387,684)
    Adjustments to reconcile net loss to net cash (used in)
        provided by operating activities
                  Deferred interest expense                                         211,514           694,431
                  Depreciation and amortization                                     109,059           107,721
    Changes in operating assets and liabilities
                  Tenant receivables                                                (36,391)          (75,441)
                  Other assets                                                       41,418           (39,689)
                  Prepaid expenses                                                       --           (44,455)
                  Accounts payable and accrued expenses                             (19,874)            5,245
                  Tenants' security deposits payable                                  2,187                --
                                                                               ---------------    --------------

                  Net cash (used in) provided by operating activities               (60,468)          260,128
                                                                               ---------------    --------------

Cash flows from investing activities
    Additions to Real Estate                                                         (6,250)               --
                                                                               ---------------    --------------

Net (decrease) increase  in cash and cash equivalents                               (66,718)          260,128

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

Cash and cash equivalents, end of period                                       $  1,033,516       $ 1,363,779
                                                                               ===============    ==============


Supplemental Disclosure of cash flow information:
    Interest paid                                                              $    502,401       $        --
                                                                               ===============    ==============




</TABLE>




See notes to financial statements.



                                       4



<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                   (unaudited)



1.   BASIS OF PRESENTATION

     The accompanying  financial statements have been prepared assuming that the
     Partnership will continue as a going concern.  However,  if the Partnership
     is  unable  to   refinance  or  otherwise   restructure   its   outstanding
     indebtedness to Resources Accrued Mortgage Investors 2 L.P. ("RAM 2") prior
     to the Extended  Maturity Date (as  hereinafter  defined),  the Partnership
     will lose its entire  interest in its sole real estate  asset (See Note 3).
     These circumstances raise substantial doubt as to the Partnership's ability
     to continue as a going concern. The financial statements do not include any
     adjustments that might result from the outcome of this uncertainty.

2.   INTERIM FINANCIAL INFORMATION

     The  summarized  financial   information  contained  herein  is  unaudited;
     however, in the opinion of management,  all adjustments (consisting only of
     normal  recurring  accruals)  necessary  for a fair  presentation  of  such
     financial  information  have  been  included.  The  accompanying  financial
     statements,  footnotes and discussions  should be read in conjunction  with
     the financial  statements,  related footnotes and discussions  contained in
     the High Cash Partners, L.P. (the "Partnership") Annual Report on Form 10-K
     for the year ended  December 31, 2001.  The results of  operations  for the
     three months  ended March 31, 2002 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 $26,403,010 at
     March 31, 2002,  and aggregated  approximately  $25,000,000 at its original
     maturity date of February 28, 2001.

     Because the Partnership believed that it would be unable either to repay or
     refinance the Mortgage  Loan at its original  maturity date of February 28,
     2001, the Managing General Partner negotiated and caused the Partnership to
     enter into a mortgage  loan  modification  agreement  (the  "Mortgage  Loan
     Modification  Agreement")  with RAM 2 in order to effect a modification  of
     the Mortgage  Loan and prevent the  immediate  foreclosure  of the Mortgage
     Loan and the consequent loss of the Property.

     The Partnership entered into the Mortgage Loan Modification  Agreement with
     RAM 2 effective  January 31,  2001.  Pursuant to the terms of the  Mortgage
     Loan Modification Agreement, RAM 2 agreed to forbear, for not less than one
     year and up to two years, the


                                       5

<PAGE>



     exercise  of its  rights  and  remedies  under  the  Mortgage  Loan for the
     Partnership's  failure to repay all amounts due and payable  thereunder  at
     its original  maturity  date of February 28, 2001.  Under the Mortgage Loan
     Modification  Agreement,  the deed to the  Property,  along  with a bill of
     sale,  assignment of leases and other conveyance documents (the "Conveyance
     Documents")  were  placed in escrow with  counsel to RAM 2. The  Conveyance
     Documents  will not be released to RAM 2 until the earliest to occur of the
     following dates (the "Extended Maturity Date"):


     I.   Any date on which  any  action  taken  or  omitted  to be taken by the
          Partnership  in bad  faith,  intended  to  hinder  or  impede  RAM 2's
          exercise  of its rights or  remedies  under the terms of the  Mortgage
          Loan  Modification  Agreement,  remains  uncured for more than 10 days
          after notice thereof from RAM 2;


     II.  Any date on or after March 1, 2002,  upon the closing date of the sale
          or other  conveyance  of the  Property  (a) if RAM 2 identifies a bona
          fide third party  purchaser  to acquire the  Property,  or (b) for any
          other reason deemed reasonably  necessary by RAM 2 to avoid a material
          economic disadvantage to it; and


     III. March 1, 2003.

     Unless the Partnership is able to arrange alternate  financing or a sale of
     the Property, of which there is no guarantee,  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 March 31, 2002, the  Partnership
     retained  $25,000 of  operating  cash flow and applied  $502,401 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.



                                       6




<PAGE>




     Under the terms of the Mortgage  Loan,  the  Partnership  was  obligated to
     provide  RAM 2 with a  current  appraisal  of the  Property  upon  RAM  2's
     request. If it was determined, based upon the requested appraisal, that the
     sum of (i) the  principal  balance of the Mortgage Loan plus all other then
     outstanding  indebtedness  secured by the Property and (ii) all accrued and
     unpaid  interest on the Mortgage  Loan,  calculated  at a rate of 6.22% per
     annum compounded  monthly through the date of such appraisal,  exceeded 85%
     of the appraised value of the Property, an amount equal to such excess (the
     "Excess  Payment")  would become  immediately  due and payable to RAM 2. In
     accordance with the terms of the Mortgage Loan Modification Agreement,  RAM
     2 requested an appraisal  of the Property by a real estate  appraisal  firm
     unaffiliated with the Partnership,  Pembroke HCP, LLC, its managing general
     partner (the "Managing General Partner") or RAM 2. The appraisal, which was
     performed as of March 1, 2001, indicated that an Excess Payment was not due
     or  payable  to RAM 2 at that  date.  Consequently,  under the terms of the
     Mortgage Loan Modification Agreement,  RAM 2 has no further appraisal right
     pursuant to the terms of the Mortgage Loan.

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

     On June 13, 1997,  Resources High Cash, Inc. ("RHC") and Presidio AGP Corp.
     ("AGP") sold their  general  partnership  interests in the  Partnership  to
     Pembroke HCP LLC ("Pembroke  HCP") and Pembroke AGP Corp.  ("Pembroke AGP")
     (collectively,   the  "General  Partners"),   respectively.   In  the  same
     transaction,  XRC Corp. ("XRC"),  the parent company of RHC, sold its 8,361
     Units to  Pembroke  Capital  II, LLC,  an  affiliate  of  Pembroke  HCP and
     Pembroke AGP.  Subsequently,  Pembroke  Capital II LLC acquired  beneficial
     ownership of an additional 6,257 Units in the secondary market.

     Prior to the sale of the general  partnership  interests in the Partnership
     to Pembroke HCP and Pembroke  AGP,  Wexford  Management  LLC had  performed
     management  and  administrative  services for AGP, XRC and XRC's direct and
     indirect subsidiaries, as well as for the Partnership.  Following the sale,
     an affiliate of Pembroke HCP was engaged to perform administrative services
     for the  Partnership.  During each of the quarters ended March 31, 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. 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.  No property
     management  fees were  payable to Pembroke  Realty for the  quarters  ended
     March  31,  2002 or 2001.  No  leasing  activity  compensation  was paid to
     Pembroke Realty for the quarters ended March 31, 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


                                       7



<PAGE>



     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  March 31,  2002,
     Pelican was entitled to receive  $19,792 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  March  31,  2002 and 2001,  the  Managing
     General Partner received a partnership management fee of $75,369.

     The General  Partners  are  allocated 1% of the net income or losses of the
     Partnership,  which amounted to losses of $3,684 and $3,876 in the quarters
     ended  March 31,  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:

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

     Land                                        $    6,667,189           $      6,667,189
     Building and improvements                       12,972,195                 12,965,945
                                               ------------------       ---------------------
                                                     19,639,384                 19,633,134
     Accumulated depreciation                        (5,277,202)                (5,199,319)
                                               ------------------       ---------------------

                                                 $   14,362,182           $     14,433,815
                                               ==================       =====================

</TABLE>

     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.


                                       8


<PAGE>




     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 March 31,  2002,  working  capital  reserves
     amounted  to  approximately  $1,203,000  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
     March 31, 2002 were funded from operations.

     At March 31, 2002,  the total amount  outstanding  on the Mortgage Loan was
     $26,403,010, which included deferred interest of $19,903,010. The scheduled
     maturity  date of the Mortgage  Loan was  originally  February 28, 2001, at
     which time the total amount  outstanding on the mortgage was  approximately
     $25,000,000.

     Pursuant to the Mortgage Loan Modification  Agreement,  RAM 2 has agreed to
     forbear  for not less than one year and up to two years in the  exercise of
     its  rights  and  remedies   under  the  Mortgage  Loan  triggered  by  the
     Partnership's failure to repay fully all amounts due and payable thereunder
     at maturity.

     Under the Mortgage Loan Modification  Agreement,  the deed to the Property,
     along  with a bill of sale,  assignment  of  leases  and  other  conveyance
     documents  (the  "Conveyance  Documents")  have been  placed in escrow with
     counsel to RAM 2. The  Conveyance  Documents  will not be released to RAM 2
     until  the  earliest  to occur of (such  date  referred  to  herein  as the
     "Extended Maturity Date"):

     (i)  any date on which  any  action  taken  or  omitted  to be taken by the
          Partnership  in bad  faith,  intended  to  hinder  or  impede  RAM 2's
          exercise  of its rights or  remedies  under the terms of the  Mortgage
          Loan  Modification  Agreement,  remains  uncured for more than 10 days
          after notice of same from RAM 2;

     (ii) any date on or after March 1, 2002,  upon the closing date of the sale
          or other  conveyance  of the  Property  (a) if RAM 2 identifies a bona
          fide third  party  purchaser  to acquire  the  Property or (b) for any
          other reason deemed reasonably  necessary by RAM 2 to avoid a material
          economic disadvantage to it; and

     (iii) March 1, 2003.

     Unless the Partnership is able to arrange alternate  financing or a sale of
     the Property, of which there is no guarantee,  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


                                       9


<PAGE>



     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 March 31, 2002,  the  Partnership  retained  $25,000 of
     operating cash flow and applied $502,401 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 March 31, 2002, the Partnership had cash and cash equivalents
     of $1,033,516.

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

     Under the terms of the Mortgage  Loan,  the  Partnership  was  obligated to
     provide  RAM 2 with a  current  appraisal  of the  Property  upon  RAM  2's
     request. If it was determined, based upon the requested appraisal, that the
     sum of (i) the  principal  balance of the Mortgage Loan plus all other then
     outstanding  indebtedness  secured by the Property and (ii) all accrued and
     unpaid  interest on the  Mortgage  Loan  calculated  at a rate of 6.22% per
     annum compounded  monthly through the date of such appraisal (that sum, the
     "Measurement Amount"), exceeded 85% of the appraised value of the Property,
     an  amount  equal  to such  excess  (the  "Excess  Payment")  would  become
     immediately due and payable to RAM 2. Any amount so paid by the Partnership
     would be applied first against  accrued and unpaid interest on the Mortgage
     Loan, and the balance, if any, against the principal thereof. In accordance
     with the  terms of the  Mortgage  Loan  Modification  Agreement,  RAM 2 was
     entitled  to  request  an  appraisal  of the  Property;  however,  if  such
     appraisal  indicated  that no Excess  Payment was due,  RAM 2 would have no
     further appraisal rights. RAM 2 requested that the Property be appraised by
     a real  estate  appraisal  firm  unaffiliated  with  the  Partnership,  the
     Managing General Partner or RAM 2. The appraisal, which was performed as of
     March  1,  2001,  indicated  a fair  market  value of $20  million  for the
     Property.  As of March 1,  2001 the  Measurement  Amount  was  $13,684,645.
     Because the Measurement Amount did not exceed 85% of the appraised value of
     the  Property on that date,  no Excess  Payment was or is payable to RAM 2.
     Consequently,  under the terms of the Mortgage Loan Modification Agreement,
     RAM 2 has no further appraisal right thereunder.

     Under  the  terms  of  the  Mortgage  Loan  Modification   Agreement,   the
     Partnership  will retain its interest in the Property  until and unless the
     Conveyance  Documents  are released to RAM 2 in  accordance  with the terms
     thereof.  In  addition,  the  Partnership  retained  the right to repay the
     Mortgage  Loan in  accordance  with its terms on any date prior to March 1,
     2001.  Thereafter,  and prior to March 1, 2003,  until RAM 2  notifies  the
     Partnership  that it has  entered  into a  contract  to sell or convey  the
     Property,  the Partnership will have the right to satisfy the Mortgage Loan
     for an amount equal to the


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     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 principal  balance of the
     Mortgage  Loan,  all  accrued  and unpaid  interest  thereon  and all other
     charges due  thereunder,  that will be  effective  only if Mr. Cohen or his
     affiliates  cause the  Partnership  to file for bankruptcy or to commence a
     civil  action  seeking to hinder,  impede or delay RAM 2's  exercise of any
     right or remedy available to it.

     Until November 1997, Levitz Furniture  Corporation  ("Levitz") had occupied
     approximately  23%  of  the  space  of the  Partnership's  property  (i.e.,
     approximately  53,000  out of  approximately  233,000  square  feet  of net
     leasable  area). In November 1997,  Levitz,  which had filed for protection
     under Chapter 11 of the Bankruptcy Code,  vacated its space.  Levitz ceased
     paying rent to the Partnership as of April 2, 1998. The Partnership pursued
     a claim in the  Levitz  bankruptcy  proceedings  and was  awarded a general
     unsecured claim and an  administrative  expense claim in 2001. In 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.

     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  vacancy at the Levitz  space has  resulted  in a loss of income to the
     Partnership.  This  vacancy may have  adversely  affected  the  surrounding
     tenants and the Partnership's ability to attract new tenants,  particularly
     in  light  of the  limited  visibility  those  tenants  have  to  the  main
     thoroughfare.  See "Real Estate Market" below.  The Partnership is actively
     seeking a long-term,  creditworthy  substitute tenant for the Levitz space.
     However,  there can be no assurance the Partnership will succeed in finding
     a long-term, creditworthy substitute tenant promptly or on terms comparable
     to those under the Levitz  lease.  In addition,  if a substitute  tenant is
     procured,  the Partnership expects to have to make capital  expenditures to
     secure such tenant.

     During 1999, the Partnership entered into a short-term lease for the Levitz
     space with a then existing tenant at an annual rent substantially less than
     under the Levitz lease.  The  Partnership  has the right to terminate  this
     lease  upon  written  notice in the event  that the  Partnership  secures a
     long-term, creditworthy tenant for the space.

     The level of leasing activity cannot be predicted, particularly in light of
     the  Levitz  situation,  and,  therefore,  the  amount of  further  capital
     expenditures  arising from leasing  activity is uncertain.  There can be no
     assurance  the  Partnership  will have  sufficient  liquidity  to make such
     capital expenditures.

     Real Estate Market


                                       11



<PAGE>




     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.

     Results of Operations

     Three Months Ended March 31, 2002  Compared to Three Months Ended March 31,
     2001

     The  Partnership  realized a net loss of  $368,381($3.78  per Unit) for the
     three months ended March 31, 2002 compared to a net loss of $387,684 ($3.98
     per Unit) for the  corresponding  2001 period, a decreased loss of $19,303.
     The  decreased  loss was  primarily  the  result  of a slight  increase  in
     revenues combined with an overall decrease in costs and expenses.

     Revenues increased slightly from 2001 to 2002, principally due to increased
     rental income.

     Rental income increased slightly from 2001 to 2002 as a result of scheduled
     increases in existing leases.

     Costs and  expenses  decreased  from 2001 to 2002  primarily as a result of
     decreased  general  and  administrative  expenses  partially  offset  by an
     increase in mortgage loan interest.

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

     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.


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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:  May 14, 2002                      By:  /s/ Lawrence J. Cohen
                                               ---------------------
                                               President and Prinicipal
                                               Financial and Accounting Officer



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