Exhibit
Number            Exhibit Description

EX-21.1   Financial  Statements  of Mecca  Apartments  II,  for the years  ended
          December 31, 1999 and 1998 together with  Independent  Auditors Report
          thereon; a significant subsidiary of the Partnership.
















                                       43

<PAGE>

                               Mecca Apartments II

                                Table of Contents

                                                          Page


Independent Auditors' Report                               46

Financial Statements

 Balance Sheet                                             47
 Statement of Revenues and Expenses                        49
 Statement of Changes in Partners Deficit                  50
 Statement of Cash Flows                                   51
 Notes to Financial Statements                             53



                                       44
<PAGE>



                               Mecca Apartments II
                       (A California Limited Partnership)





                              Financial Statements
                 For The Years Ended December 31, 1999 and 1998










                                       45


<PAGE>

                                                                February 7, 2000

To the Partners of
Mecca Apartments II

                          Independent Auditor's Report

         We have audited the accompanying balance sheets of Mecca Apartments II,
as of December  31, 1999,  and 1998,  and the related  statements  of income and
changes in  partners'  capital  and cash flows for the years then  ended.  These
financial  statements are the  responsibility of the project's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards,
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement An audit includes examining,  on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Mecca Apartments II,
as of December 31, 1999,  and 1998,  and the results of its  operations  and its
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.

         Our audit was  conducted  for the purposes of forming an opinion on the
basic financial statements taken as a whole. The supporting information included
in the report are presented for the purposes of additional  analysis and are not
a required part of the basic  financial  statements.  Such  information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the financial statements taken as a whole.


                                            ROBERT G. CLAPHAM
                                            ACCOUNTANCY CORPORATION

                                            By /s/Robert G. Clapham
                                            President


                                       46


<PAGE>
                               Mecca Apartments II

                                 BALANCE SHEETS

                          At December 31, 1999 and 1998

<TABLE>
<CAPTION>


                Assets                                          1999                              1998
                ------                              ---------------------------      ---------------------------
<S>                                               <C>                   <C>        <C>                  <C>
Cash    - on hand                                 $        100                     $        100
        - revenue accounts                             159,497          159,597         107,107         107,207
                                                    -----------                      -----------

Accounts receivable
        - tenants                                                           520                             723

Prepaid expenses and deposits                             3,160                            3,378

Deposits for taxes and insurance                         10,059                           20,435

Tenants' security deposits                                               22,453                          20,318
                                                                    ------------                     -----------

          Total current assets                                          195,789                         152,061


Replacement reserve                                                      65,119                          49,562

Operating reserve                                                        77,522                          68,142


Land                                                    259,698                          259,698
Buildings and improvements                            3,961,851                        3,961,851
Furniture and equipment                                 139,749                          139,749
                                                    ------------                     ------------
                                                      4,361,298                        4,361,298
Less accumulated depreciation                           552,809       3,808,489          436,134      3,925,164
                                                    ------------                     ------------

Deferred organization and financing
 costs, less accumulated amortization                                   191,284                         225,616
                                                                    ------------                    ------------

                                                                   $  4,338,203                    $  4,420,545
                                                                    ============                    ============
</TABLE>


                  The accompanying notes are an integral part
                           of the financial statements
                                       47


<PAGE>
                               Mecca Apartments II

                           BALANCE SHEETS - continued

                          At December 31, 1999 and 1998
<TABLE>
<CAPTION>

                   Liabilities                                    1999                            1998
                   -----------                       ------------------------------    --------------------------
<S>                                                   <C>                <C>           <C>             <C>
Accounts payable,  trade                              $      14,138                    $     5,622
Accrued interest                                              5,379                          5,426
Tenants' security deposits                                   22,680                         21,522
Prepaid rent                                                                 2,261                           634
Portion of notes payable
 due within one year                                                         6,694                         6,106
                                                                        -----------                   -----------
                 Total current liabilities                                  51,152                        39,310

Deferred laundry income                                       1,500                          3,420

Notes payable, secured by real property                   2,512,423                      2,518,529
Less current portion due within one year                      6,694      2,505,729           6,106     2,512,423
                                                        -----------                    ------------

Deferred interest                                           307,813                        235,876

Partners' capital                                         1,472,009                      1,629,516
                                                        -----------                    ------------

                                                                      $  4,338,203                  $  4,420,545
                                                                        ===========                   ===========

</TABLE>

                   The accompanying notes are an integral part
                           of the financial statements
                                       48


<PAGE>
                               Mecca Apartments II

                               STATEMENT OF INCOME

                 For the Years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                1999                         1998
                                                     -------------------------      ---------------------
<S>                                      <C>          <C>      <C>                   <C>     <C>
        Tenants' rent, gross potential                $263,784                       263,784
        Less vacancy loss                2,677         261,107       12,181          251,603
                                        -------                  -----------
        Laundry concession                              10,206                         8,933
        Interest income                                  8,924                         6,725
        Other income                                     4,244       23,374            4,187       19,845
                                                     ----------  -----------       ----------  -----------
                                                                    284,481                       271,448
                                                                 -----------                   -----------
        Administrative
         Salaries                                       21,540                         18,793
         Office expenses                                 3,475                          1,769
         Management fee                                    454                         24,780
         Telephone                                         494                            600
         Legal                                             325                          1,625
         Auditing                                        5,800                          5,750
         Bad debts                                         650                            836
         Other                                           2,995      35,733              2,523     56,676
                                                     ----------                    -----------
        Utilities
         Electricity                                     5,908                          5,596
         Water and sewer                                11,454                         10,912
         Gas                                             1,853      19,215              1,962     18,470
                                                     ----------                    -----------
        Operating and Maintenance
         Exterminating                                   1,091                          1,031
         Rubbish                                        10,108                          9,999
         Grounds                                        13,387                         12,062
         Materials and supplies                          3,097                          5,430
         Repairs contract and payroll                   38,785                         11,931
         Painting and decorating                         3,693      70,161              2,943     43,396
                                                     ----------                    -----------
        Depreciation                                               116,675                       116,675
        Taxes and Insurance
         Real property taxes                            13,731                         13,659
         Other taxes                                     4,070                          3,434
         Insurance                                      11,320      29,121             11,063     28,156
                                                     ----------                    -----------
        Interest                                                   136,751                       137,293
        Amortization                                                34,332                        34,332
                                                                 ----------                    ----------
                                                                   441,988                       434,998
                                                                 ----------                    ----------
        Net income (loss) for the year                         $  (157,507)                  $  (163,550)
                                                                 ==========                    ==========
</TABLE>

                   The accompanying notes are an integral part
                           of the financial statements
                                       49


<PAGE>
                               Mecca Apartments II

                         STATEMENT OF CHANGES IN CAPITAL

                 For the Years ended December 31, 1999 and 1998




      Capital, December 31, 1997                          $  1,793,066

      Net loss for the year ended
               December 31, 1998                              (163,550)
                                                             ---------

      Capital, December 31, 1998                             1,629,516

      Net loss for the year ended
               December 31, 1999                              (157,507)
                                                             ---------

      Capital, December 31, 1999                          $  1,472,009
                                                             =========




                   The accompanying notes are an integral part
                           of the financial statements
                                       50





<PAGE>
                               Mecca Apartments II

                             STATEMENT OF CASH FLOWS

               For the Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                             1999                          1998
                                                -----------------------------       ----------------------
Cash Flows provided by (Used for)
Operating Activities
 Cash collected from tenants
<S>                                                <C>           <C>             <C>            <C>
  and concessionaires                              $   272,891                   $   263,466
 Cash paid to suppliers and employees                 (141,762)                     (144,865)
 Interest paid - mortgage                              (64,861)                      (65,399)
 Interest collected                                      8,924                         6,725
 Withdrawals from (deposits
  to) restricted cash, net                               8,241                        13,801
                                                      ---------                     ---------
 Net cash flows provided by (used
  for) operating activities                                           83,433                        73,728
Cash Flows Provided by (Used for)
Financing Activities
Payments on loans                                       (6,106)                       (5,568)
                                                      ---------                     ---------

       Net cash flows provided by (used
        for) financing activities                                     (6,106)                       (5,568)
Cash Flows Provided by (Used for)
Investing Activities
 Deposits to restricted cash                           (24,937)                      (24,420)
                                                      ---------                     ---------
       Net cash flows provided by (used
        for) investing activities                                    (24,937)                      (24,420)
                                                                    ---------                     ---------
Increase (decrease) in cash                             52,390                        43,740
Unrestricted cash, beginning of year                                 107,207                        63,467
                                                                    ---------                     ---------
Unrestricted cash, end of year                                   $   159,597                    $  107,207
                                                                    =========                     =========

</TABLE>

                  The accompanying notes are an integral part
                           of the financial statements
                                       51





<PAGE>


                               Mecca Apartments II

                       STATEMENT OF CASH FLOWS - continued

                 For the Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>


                                                                1999                         1998
                                                      ------------------------     ------------------------
<S>                                                   <C>              <C>        <C>            <C>
Reconciliation of Net Income with Cash
Provided by (Used for) Operating Activities

  Net income (loss) for the year                      $ (157,507)                 $ (163,550)
  Add depreciation and amortization                      151,007                     151,007
  Deferred interest                                       71,937                      71,937
  Deferred income                                         (1,920)      63,517         (1,920)       57,474
                                                        ---------                   ---------


  (Increase) decrease in assets:
    Accounts receivable                                      203                       1,926
    Prepaid expenses and deposits                            218                      (1,743)
    Restricted cash                                        8,241                      13,801


  Increase (decrease) in liabilities:
   Accounts payable and
    accrued liabilities                                    8,469                        (387)
   Other liabilities                                       2,785       19,916          2,657        16,254
                                                        ---------     --------      ---------      --------

Cash flows provided by (used for)
 operating activities                                               $  83,433                    $  73,728
                                                                      ========                     ========

</TABLE>

                  The accompanying notes are an integral part
                           of the financial statements
                                       52



<PAGE>
                               Mecca Apartments II

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

Note 1.  Organization

The partnership was organized to develop and operate  low-income  housing in the
City of Mecca,  California.  The property  included in the financial  statements
consists of sixty units of rental  housing.  The partnership has entered into an
agreement with the State of California Tax Credit Allowance Committee; under the
terms of which the  partnership  will be allocated  federal  low-income  housing
credits  which will be passed  through to the  partners  for the ten year period
following initial  occupancy of the housing.  The credits are to be 8.72% of the
eligible basis up to a maximum credit of $387,873 per year.  Agreements with the
Tax Credit Allocation Committee and the lender place substantial restrictions on
the  use  and  operation  of  the  housing,  including  restrictions  on  rents,
expenditures  and  withdrawals  and  requirements  that various  restricted cash
deposits be maintained.

Note 2.  Accounting Principles

The partnership uses the accrual basis, in that income is recorded as earned and
expenses  as they are  incurred.

Income from rents is recorded at the gross potential amount,  with losses due to
vacancy of bad debts  shown as  reductions  of income  and free or  reduced-rate
occupancy by on-site employees is shown as an expense. Losses from bad debts are
recorded  at the time a tenant  vacates a unit owing more than the amount of the
security deposit.

Expenses  incurred that expire over a period of time are pro-rated over the time
period.

Property and equipment is recorded at cost;  depreciation  is provided using the
straight-line  method over estimated lives of 40 years for the building and 5 to
7 years for furnishings.

Repairs and routine replacement of assets will be recorded as a current expense.
Major renovations or replacements of a significant part of a group of assets are
recorded as additions to property and disposal of the assets being replaced.

Estimates are used to determine amounts in financial statements.  Actual results
may vary from those estimates.

Expenses  being  incurred  during  the   construction   period  related  to  the
organization  or to financing have been deferred.  These costs will be amortized
over a thirty-year period on the straight-line  method for $219,053 of financing
costs, and a five-year period for $135,099 of organization costs.

                                       53
<PAGE>

                               Mecca Apartments II

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

Note 3.  Accounts Receivable

The details of accounts  receivable  are  presented  in the  supplementary  data
following the financial statements.

Note 4.  Prepaid Expenses and Deposits

   At  December  31,  1999,  prepaid  expenses  consisted  of  the  following:
     Insurance $3,160

Note 5.  Replacement Reserve Deposits

The  partnership  is required to make  deposits of $1,193 per month to a savings
account at Southern  California Bank to accumulate  funds for the replacement of
assets,  and $554 to another account as an operating  reserve. A schedule of the
activity in these reserve accounts is included in the supplementary data.

Note 6.  Notes Payable

The notes payable consist of a loan with an original balance of $715,000 payable
in monthly  installments of $5,914,  including  interest at 9.25% per annum, due
January 1, 2026, a loan with a balance of $500,000  from the County of Riverside
Home Funds, payable together with accumulated simple interest of 6.5% per annum,
over a fifteen-year  period  beginning May, 2010, in monthly  payments of $8,469
including  interest at 6.5% per annum,  and a loan with a balance of  $1,314,577
from  the  Rental  Housing  construction  program  of the  State  of  California
Department of Housing and Community  Development,  bearing simple interest at 3%
per annum, on which payments of interest and principal will be deferred,  unless
the  operation  of the  property  generates  surplus cash in excess of allowable
distributions.  The  amounts of  principal  due in each of the five years  after
December 31, 1999, except for payments that might be required from surplus cash,
and the amount due after five years are as follows:

     2000                                                    $6,694
     2001                                                     7,341
     2002                                                     8,050
     2003                                                     8,827
     2004                                                     9,679
     Total thereafter                                     2,471,832

Note 7.  Property Taxes

The  managing  general  partner is Indio  Housing  Development  Corporation,  an
organization  exempt from income taxes under the provisions of Internal  Revenue
Code Section 501(c)(3). As a provider of rental housing to qualifying low income
families,  the partnership  qualifies for a welfare  exemption from a portion of
the property taxes assessed by the County of Riverside.

                                       54
<PAGE>
                               Mecca Apartments II

                            SUPPLEMENTARY INFORMATION

                                December 31, 1999

  Unrestricted Cash

   Unrestricted cash consisted of the following accounts:

   Petty cash                                                 $     100
   Southern California Bank  Operating account                   10,349
   Southern California Bank  Operating deposit account            2,194
   Southern California Bank  Excess over operating
    reserve requirements                                        146,954
                                                               ---------
                                                              $ 159,597
                                                               =========
  Delinquent Tenants' Accounts Receivable

     Accounts  receivable  from tenants  consisted of $520 of December rent from
     twelve tenants.

  Tenants' Security Deposits

     The tenants'  security deposits are funded in separate Accounts at Southern
     California  Bank.  The amount on deposit was $227 less than the  liability.
     The shortage was corrected in January, 2000.

  Accounts Payable

   The details of the accounts payable, trade, are as follows:

            Payee                        Purpose                    Amount
            -----                        -------                    ------
   WNC Property Management         Payroll reimbursement          $  1,663
   WNC Property Management         Management fee                    1,142
   Imperial Irrigation District    Utilities                           425
   Sam's Fence Co.                 Repairs                          10,492
   Other                                                               416
                                                                   --------
                                                                  $ 14,138
                                                                   ========

                                       55
<PAGE>


                               Mecca Apartments II

                       SCHEDULE OF CHANGES IN FIXED ASSETS

                      For the Year ended December 31, 1999
<TABLE>
<CAPTION>


                                                                     Furnishings
                                                     Buildings and       and
                    Cost                Land         Improvements     Equipment
<S>                                   <C>           <C>            <C>
 Balance, December 31, 1997,
  1998, and 1999                    $  259,698      $ 3,961,851    $  139,749
                                      =========      ===========     =========

          Accumulated
          Depreciation

 Balance, December 31, 1997                         $  265,822     $   53,637

 Provision, 1998                                        99,046         17,629
                                                      ---------      ---------

 Balance, December 31, 1998                            364,868         71,266

 Provision, 1999                                        99,046         17,629
                                                      ---------      ---------

 Balance, December 31, 1999                         $  463,914     $   88,895
                                                      =========      =========
</TABLE>



                                       56