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, 2001

                         Commission file number 0-17651
                            HIGH CASH PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                  13-3347257
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                            High Cash Partners, L.P.
                           c/o Pembroke Companies Inc
                         70 East 55th Street 7th Floor
                            New York, New York 10022
                    (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, 2001
                                     INDEX

PART I - FINANCIAL INFORMATION

     ITEM 1  -  FINANCIAL STATEMENTS

          BALANCE SHEETS  March 31, 2001 and December 31, 2000                 1

          STATEMENTS OF OPERATIONS - For the three months ended
             March 31, 2001 and 2000                                           2

          STATEMENT OF PARTNERS' DEFICIT - For the three months ended
              March 31, 2001                                                   3

          STATEMENTS OF CASH FLOWS - For the three months ended
              March 31, 2001 and 2000                                          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

                                              March 31,
                                                 2001             December 31,
                                             (unaudited)             2000
                                             -----------         ------------
ASSETS
     Real estate, net                        $14,643,946         $14,722,456
     Cash and cash equivalents                 1,363,779           1,103,651
     Tenant receivables, net                     162,337              86,896
     Other assets                                215,454             173,206
     Prepaid real estate taxes                    56,966                  --
     Prepaid insurance premiums                   20,852              33,363
                                             -----------         -----------
                                             $16,463,334         $16,119,572
                                             ===========         ===========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities
     Mortgage loan payable                   $ 6,500,000         $ 6,500,000
     Deferred interest payable                18,721,275          18,026,844
     Accounts payable and accrued
        expenses                                 191,315             154,300
     Tenants' security deposits payable           68,129              68,129
                                             -----------         -----------
                                              25,480,719          24,749,273

Commitments and contingencies

Partners' deficit
     Limited partners' deficit (96,472
        units issued and outstanding)         (8,927,210)         (8,543,402)
     General partners' deficit                   (90,175)            (86,299)
                                             -----------          -----------
        Total partners' deficit               (9,017,385)         (8,629,701)
                                             ------------        ------------
                                             $16,463,334         $16,119,572
                                             ============        ============


See notes to financial statements

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                                  (unaudited)

                                             For the three months ended
                                                      March 31,
                                             ----------          -----------
                                               2001                2000
                                             ----------          -----------
Revenues
     Rental income                           $  648,662          $  659,905
     Interest income                             14,004               7,107
                                             ----------          ----------
                                                662,666             667,012
                                             ==========          ==========

Costs and expenses
     Mortgage loan interest                     694,431             621,051
     Operating                                  114,231             118,804
     Depreciation and amortization              107,721              90,824
     Partnership management fees                 75,369              75,369
     Property management fees                    20,893              20,817
     Administrative                              37,705              17,055
                                             ----------          ----------
                                              1,050,350             943,920
                                             ----------          ----------
Net loss                                     $ (387,684)         $ (276,908)
                                             ==========          ==========

Net loss attributable to
     Limited partners                        $ (383,808)         $ (274,139)
     General partners                            (3,876)             (2,769)
                                             ----------          ----------
                                             $ (387,684)         $ (276,908)
                                             ==========          ==========

Net loss per unit of limited
partnership interest (96,472 units
outstanding)                                     $(3.98)             $(2.84)
                                             ----------          ----------


See notes to financial statements.


                                       2

<PAGE>





                            HIGH CASH PARTNERS, L.P.
                         STATEMENT OF PARTNERS' DEFICIT

                                  (unaudited)
<TABLE>
<CAPTION>

                               General Partners'    Limited Partners'     Total Partners'
                                     Deficit             Deficit               Deficit
                               -----------------    -----------------     ---------------
<S>                                   <C>               <C>                  <C>

Balance, January 1, 2001              $(86,299)         $(8,543,402)         $(8,629,701)

Net loss for the three
months ended March 31, 2001             (3,876)            (383,808)            (387,684)
                               -----------------     ----------------      --------------
Balance, March 31, 2001               $(90,175)         $(8,927,210)         $(9,017,385)
                               =================     ================      ==============

</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,
                                                         ------------    ------------
                                                              2001           2000
                                                         ------------    ------------
<S>                                                       <C>            <C>

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
     Net loss                                             $ (387,684)    $ (276,908)
     Adjustments to reconcile net loss to net
     cash provided by operating activities
               Deferred interest expense                     694,431        621,051
               Depreciation and amortization                 107,721         90,824
     Changes in operating assets and liabilities
               Tenant receivables                            (75,441)        20,809
               Other assets                                  (39,689)        (8,621)
               Prepaid real estate taxes                     (56,966)       (56,966)
               Prepaid insurance premiums                     12,511          9,914
               Accounts payable and accrued
                    expenses                                   5,245        (16,381)
               Due to affiliates                                  --            169
               Tenants' security deposits payable                 --           (738)
                                                          ----------      ---------
               Net cash provided by operating
                    activities                               260,128        383,153
                                                          ----------      ---------

Cash flows from financing activities
     Distributions to partners                                    --       (699,676)
                                                          ----------      ---------
Net increase (decrease) in cash and cash equivalents         260,128       (316,523)

Cash and cash equivalents, beginning of period             1,103,651        957,503
                                                          ----------      ---------
Cash and cash equivalents, end of period                  $1,363,779      $ 640,980
                                                          ==========      =========

</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, 2000.  The results of  operations  for the
     three months  ended March 31, 2001 are not  necessarily  indicative  of the
     results to be expected for the full year.

3.   MORTGAGE LOAN PAYABLE

     Because the Partnership believed that it would be unable either to repay or
     refinance  the Mortgage  Loan at that time,  the Managing  General  Partner
     negotiated  and  caused  the  Partnership  to enter  into a  mortgage  loan
     modification  agreement (the "Mortgage Loan  Modification  Agreement") with
     RAM 2 in order to effect a  modification  of the Mortgage  Loan and prevent
     the immediate  foreclosure of the Mortgage Loan and the consequent  loss of
     the Property.  The Mortgage Loan Modification Agreement became effective on
     January 31, 2001.

     The mortgage loan payable (the Mortgage  Loan)  represents a first mortgage
     loan held by RAM 2, a public limited partnership sponsored by affiliates of
     the former  general  partners of the  Partnership.  The Mortgage Loan bears
     interest  at the rate of 11.22% per annum,  compounded  monthly and did not
     require payment until its original  maturity date of February 28, 2001. The
     principal balance, along with deferred interest thereon, was $25,221,275 at
     March 31, 2001,  and aggregated  approximately  $25,000,000 at its original
     maturity date of February 28, 2001. As of March 31, 2001, the principal and
     deferred  interest on the Mortgage Loan exceeded the estimated  fair market
     value  of the  Partnership's  sole  real  estate  asset  (the  "Property").



                                       5
<PAGE>

     Effective  January 31, 2001, the  Partnership  entered into a mortgage loan
     modification  agreement (the "Mortgage Loan  Modification  Agreement") with
     RAM 2. Pursuant to the terms of the Mortgage Loan  Modification  Agreement,
     RAM 2 agreed to  forbear,  for not less than one year and up to two  years,
     the  exercise of its rights and remedies  under the  Mortgage  Loan for the
     Partnerships failure to repay all amounts due and payable thereunder at its
     original  maturity  date of February  28,  2001.  Under the  Mortgage  Loan
     Modification  Agreement,  the deed to the  Property,  along  with a bill of
     sale,  assignment of leases and other conveyance documents (the "Conveyance
     Documents")  were  placed in escrow with  counsel to RAM 2. The  Conveyance
     Documents  will not be released to RAM 2 until the earliest to occur of the
     following dates (the "Extended Maturity Date"):

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

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

     III. March 1, 2003.

     The Mortgage Loan Modification  Agreement further provides that, from March
     1, 2001,  until such time as the  Conveyance  Documents have been released,
     the  Partnership  will be entitled to receive  $100,000 per annum pro-rated
     monthly and paid monthly to the extent cash flow  generated by the Property
     permits  and RAM 2 will be  entitled  to  receive  the  balance  of the net
     operating  income  generated by the Property to be applied  against current
     interest  and  the  outstanding  principal  and  deferred  interest  on the
     Mortgage Loan.

     Under  the  terms  of  the  Mortgage  Loan  Modification   Agreement,   the
     Partnership  will retain its interest in the Property  until and unless the
     Conveyance  Documents  are released to RAM 2 in  accordance  with the terms
     thereof.  Prior to March 1, 2003, until RAM 2 notifies the Partnership that
     it has  entered  into a  contract  to  sell or  convey  the  Property,  the
     Partnership  will have the right to satisfy the Mortgage Loan for an amount
     equal to the sum of (x) the then unpaid  principal  balance of the Mortgage
     Loan, and all accrued interest thereon and other charges due thereunder and
     (y) 66% of the value of the  Property in excess of the amount  described in
     clause (x) above,  as  additional  interest on the  Mortgage  Loan.  If the
     Mortgage Loan is satisfied,  the  Conveyance  Documents will be returned to
     the  Partnership.  If the  Partnership  is unable to refinance or otherwise
     restructure this outstanding  indebtedness  prior to the Extended  Maturity
     Date, the Partnership will lose its entire interest in the Property.

     Under the terms of the Mortgage  Loan,  the  Partnership  was  obligated to
     provide  RAM 2 with a  current  appraisal  of the  Property  upon  RAM  2's
     request. If it was determined, based upon the requested appraisal, that the
     sum of (i) the  principal  balance of the Mortgage Loan plus all other then
     outstanding  indebtedness  secured by the Property 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


                                       6

<PAGE>


     85% of the appraised value of the Property,  an amount equal to such excess
     (the "Excess  Payment") would become  immediately due and payable to RAM 2.
     In accordance with the terms of the Mortgage Loan  Modification  Agreement,
     RAM 2 requested an appraisal of the Property by Greenwich  Realty Advisors,
     a real estate appraisal firm  unaffiliated  with the Partnership,  Pembroke
     HCP, LLC, its managing general partner (the "Managing General Partner") or
     RAM 2. The  appraisal,  which was performed as of March 1, 2001,  indicated
     that  an  Excess  Payment  was not due or  payable  to RAM 2 at that  date.
     Consequently,  under the terms of the Mortgage Loan Modification Agreement,
     RAM 2 has no further  appraisal right pursuant to the terms of the Mortgage
     Loan.

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

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

     Prior to the sale of the general  partnership  interests in the Partnership
     to Pembroke HCP and Pembroke  AGP,  Wexford  Management  LLC had  performed
     management  and  administrative  services for AGP, XRC and XRC's direct and
     indirect subsidiaries, as well as for the Partnership.  Following the sale,
     an affiliate of Pembroke HCP was engaged to perform administrative services
     for the  Partnership.  During each of the quarters ended March 31, 2001 and
     2000,  $12,000 in reimbursable  payroll expenses were paid to the affiliate
     of Pembroke HCP for services performed during the quarter.

     The Partnership had been a party to a supervisory management agreement with
     Resources  Supervisory  Management  Corp.  ("Resources  Supervisory"),   an
     affiliate of RHC and AGP, pursuant to which Resources Supervisory performed
     certain property management functions. Resources Supervisory performed such
     services  through June 13, 1997.  Effective June 13, 1997, the  Partnership
     terminated  this  agreement  and  entered  into a  similar  agreement  with
     Pembroke  Realty  Management  LLC  ("Pembroke  Realty"),  an  affiliate  of
     Pembroke HCP and Pembroke  AGP. A portion of the property  management  fees
     payable  to  Resources   Supervisory   and  Pembroke  Realty  was  paid  to
     unaffiliated  local  management  companies  that had been  engaged  for the
     purpose of performing  the local  property  management  functions.  For the
     quarters  ended March 31, 2001 and 2000,  Pembroke  Realty was  entitled to
     receive  $13,002 and $20,817,  respectively,  of which $10,033 and $15,613,
     respectively,  was payable to unaffiliated management companies. No leasing
     activity  compensation  was paid to Pembroke  Realty for the quarter  ended
     March 31, 2001 or 2000.

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


                                       7

<PAGE>


     March 31,  2001,  Kestrel  was entitled to receive  $10,892 in respect of
     property management services rendered to the Partnership.

     For managing the affairs of the  Partnership,  the Managing General Partner
     is entitled to an annual partnership  management fee equal to $301,475. For
     each of the quarters  ended March 31, 2001 and 2000,  the Managing  General
     Partner was entitled to a partnership management fee of $75,369.

     The General  Partners  are  allocated 1% of the net income or losses of the
     Partnership,  which amounted to losses of $3,876 and $2,769 in the quarters
     ended  March 31,  2001 and 2000,  respectively.  They also are  entitled to
     receive 1% of the distributions of the Partnership.

5.   REAL ESTATE

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

                                   March  31,  2001
                                     (unaudited)            December  31,  2000
                                   ----------------         -------------------

     Land                            $  6,667,189             $   6,667,189
     Building and improvements         12,940,226                12,940,226
                                   ----------------         -------------------
                                       19,607,415                19,607,415
     Accumulated depreciation          (4,963,469)               (4,884,959)
                                   ----------------         -------------------
                                     $ 14,643,946              $ 14,722,456
                                   ================         ===================

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

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

     Liquidity and Capital Resources

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

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

     The Partnership uses undistributed cash flow from operations as its primary
     measure  of  liquidity.  As of March 31,  2001,  working  capital  reserves
     amounted to approximately


                                       8

<PAGE>


     $1,413,000,  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, 2001 were funded from
     operations.

     At March 31, 2001,  the total amount  outstanding  on the Mortgage Loan was
     $25,221,275, which included deferred interest of $18,721,275. The scheduled
     maturity  date of the Mortgage  Loan was  originally  February 28, 2001, at
     which time the total amount  outstanding on the mortgage was  approximately
     $25,000,000.

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

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

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

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

    (iii) March 1, 2003.

     The Mortgage Loan Modification  Agreement further provides that 100% of the
     net  operating  income  generated by the  Property  allocable to the period
     ending February 28, 2001, the original  maturity date of the Mortgage Loan,
     will be  retained  by the  Partnership.  From and after March 1, 2001 until
     such time as the Conveyance  Documents have been released,  the Partnership
     will be entitled to receive  $100,000 per annum pro-rated  monthly and paid
     monthly to the  extent  cash flow  permits  and RAM 2 will be  entitled  to
     receive the balance of the net operating  income  generated by the Property
     to be  applied  to  current  interest  and the  outstanding  principal  and
     deferred  interest on the Mortgage  Loan. 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. In  addition,  the  Partnership  will be
     entitled to a refund of expenses  previously paid by it, to the extent that
     such  expenses  relate to any time period  subsequent to February 28, 2001.
     Thereafter,  the  Partnership  will use its cash flow and cash  reserves to
     fund the payment of Partnership  fees and expenses.  To


                                       9
<PAGE>

     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, 2001, the Partnership had cash and cash equivalents of $1,363,779.

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

     Under  the  terms  of  the  Mortgage  Loan  Modification   Agreement,   the
     Partnership  will retain its interest in the Property  until and unless the
     Conveyance  Documents  are released to RAM 2 in  accordance  with the terms
     thereof.  In  addition,  the  Partnership  retained  the right to repay the
     Mortgage  Loan in  accordance  with its terms on any date prior to March 1,
     2001.  Thereafter,  and prior to March 1, 2003,  until RAM 2  notifies  the
     Partnership  that it has  entered  into a  contract  to sell or convey  the
     Property,  the Partnership will have the right to satisfy the Mortgage Loan
     for an amount equal to the sum of (x) the then unpaid principal  balance of
     the Mortgage Loan, and all accrued  interest  thereon and other charges due
     thereunder and (y) 66% of the value of the Property in excess of the amount
     described in clause (x) above, as additional interest on the Mortgage Loan.
     If the  Mortgage  Loan  is  satisfied,  the  Conveyance  Documents  will be
     returned to the Partnership.

     In  connection  with the  Partnership's  entering  into the  Mortgage  Loan
     Modification  Agreement,  Lawrence  J.  Cohen,  the  sole  shareholder  and
     director  of  Pembroke  Companies  Inc.,  which is the sole  member and the
     manager of the Managing  General  Partner,  has  executed an  unconditional
     limited  guaranty of payment in the amount of the 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.


                                       10
<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.

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

     The  vacancies at the Levitz and Good Guy spaces have resulted in a loss of
     income to the Partnership.  These vacancies may have adversely affected the
     surrounding  tenants and the Partnership's  ability to attract new tenants,
     particularly in light of the limited  visibility  those tenants have to the
     main  thoroughfare.  See "Real Estate  Market"  below.  The  Partnership is
     actively seeking long-term, creditworthy substitute tenants. However, there
     can be no assurance  the  Partnership  will  succeed in finding  long-term,
     creditworthy  substitute  tenants  promptly or on terms comparable to those
     under the  Levitz  lease.

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

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

     Real Estate Market

     The market value of the Property  reflects real estate market conditions in
     the vicinity of Property.  Recently built shopping  centers in the vicinity
     have increased competition for tenants.  This competitive factor,  together
     with the fact that much of the unleased space in the Partnership's property
     (including  the  Levitz  space)  has only  limited  visibility  to the main
     thoroughfare  has hindered the lease-up of new space.

     Inflation

     Inflation has not had a material impact on the Partnership's  operations or
     financial  condition in recent years and is not expected to have a material
     impact in the foreseeable future.

     Results of Operations

     Three Months Ended March 31, 2000 Compared to Three Months Ended March 31,
     2000

     The  Partnership  realized a net loss of $387,684  ($3.98 per Unit) for the
     three months ended March 31, 2001 compared to a net loss of $276,908 ($2.84
     per Unit) for the


                                       11

<PAGE>

     corresponding  2000 period,  an increased  loss of $110,776.  The increased
     loss was  primarily  a result of an  increase  in  mortgage  loan  interest
     expense, administrative expenses, and depreciation and amortization.

     Revenues  decreased  from 2000 to 2001,  principally  due to decreased real
     estate tax  reimbursements.

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

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

     Administrative  expenses  increased in the 2001 period  principally  due to
     increased legal fees.

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


                                       12

<PAGE>


PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits:  None

        (b)  Reports on Form 8-K:

             Registrant  filed  the  following  reports  on Form 8-K during  the
             quarter ended March 31, 2001:

             Current Report on Form 8-K dated February 8, 2001.


                                       13

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