<PAGE>   1

                    Form 10-KSB-Annual or Transitional Report
                           Under Section 13 or 15 (d)
                                   Form 10-KSB


         (Mark one)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 (NO FEE REQUIRED)

                   For the fiscal year ended December 31, 2000

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 (NO FEE REQUIRED)

                         Commission file number 33-20527

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                   ------------------------------------------
                 (Name of small business issuer in its charter)

Delaware
(State or other jurisdiction of                                31-1234157
incorporation or organization)                                (IRS Employer
                                                           Identification No.)
3632 Wheeler Road, Suite 2
P.0. Box 204227
Augusta, Georgia                                               30917-4227
(Address of principal executive offices)                       (Zip Code)


                    Issuer's telephone number (706) 863-2222
         Securities registered under Section 12(b) of the Exchange Act:

                                      None
                                      ----
         Securities registered under Section 12(g) of the Exchange Act:


                            Limited Partnership Units
                            -------------------------
                                (Title of class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year: $2,203,000

State the aggregate market value of the voting partnership interest held by
non-affiliates computed by reference to the price at which the partnership
interest were sold, or the average bid and asked prices of such partnership
interest, as of the specified date within the past 60 days: Market value
information for the registrant's partnership interest is not available. Should a
trading market develop for these interests, it is the Managing General Partner's
belief that the aggregate market value of the voting partnership's interest
would not exceed $25,000,000.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

1.       Portions of the Prospectus of Registrant dated June 10, 1988 (included
         in Registration Statement, No. 33-20527, of Registrant) are
         incorporated by reference into Parts I and III.


<PAGE>   2

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Brunner Companies Income Properties L.P. I (the "Registrant" or "Partnership")
is a Delaware limited partnership formed in February 1988. The Partnership will
continue in existence until December 31, 2008, unless earlier dissolved or
terminated. Brunner Management Limited Partnership (the "General Partner"), an
Ohio limited partnership formed in February 1988, is the sole general partner of
the Partnership. 104 Management, Inc. (the "Managing General Partner"), an Ohio
corporation formed in February 1988, is the sole general partner of the General
Partner, and in that capacity manages the business of the Partnership.

Commencing June 10, 1988, the Partnership offered through The Ohio Company up to
552,000 Units of Class A Limited Partnership Interests at $10 per unit
("Units"). Holders of Units are referred to as "Unitholders". An additional
61,333 units of Class B Limited Partnership Interests were issued by the
Partnership to certain affiliates of the Managing General Partner as a part of
the purchase price for an undivided interest in each retail center equivalent to
a then fair market value of $613,330 ("Subordinated Interest"). Holders of
Subordinated Interests are referred to as "Subordinated Limited Partners", and
Unitholders and Subordinated Limited Partners are collectively referred to as
"Limited Partners". Limited Partners are not required to make any additional
capital contributions. There are only two differences between the Class A and
Class B limited partnership interests. First, the holders of Class A units are
entitled to receive their Class A Priority Return before the holders of Class B
units are entitled to receive any portion of their Class B Priority Return.
Second, holders of Class B units, if such holders are affiliates of the General
Partner, are not entitled to vote upon the removal of the General Partner or
upon consideration of a sale of any Retail Center to the General Partner or any
affiliate of the General Partner.

The offering terminated on July 12, 1988. Upon termination of the offering, the
Partnership had accepted subscriptions for 552,000 Units and 61,333 Units of
Subordinated Interests for aggregate gross proceeds of $6,133,330. The
Partnership invested substantially all of the net offering proceeds in the
investment properties (the "Retail Centers"). The Partnership will not acquire
nor invest in any other properties or debt or equity securities of any other
issuers (other than short term investments of cash in high grade United States
government obligations during interim periods between the receipt of revenues
and the distribution of cash to the Limited Partners and pending payment of
operating expenses of the Partnership) and will not issue any additional limited
partnership interests or other equity securities in the Partnership. The
policies of the Partnership noted above can only be changed by an affirmative
vote of limited partners owning a majority in interest and the General Partner.


                                      -2-
<PAGE>   3


The General Partner and the Managing General Partner are affiliates of a related
group of corporations and partnerships engaged generally in the real estate
development business. Pursuant to an agreement effective December 31, 1992,
IBGP, Inc., an affiliate of Insignia Financial Group, Inc. ("Insignia"),
acquired a majority of the outstanding stock of 104 Management Inc. on March 5,
1993. IBGP, Inc. was an indirect wholly-owned subsidiary of Metropolitan Asset
Enhancement, L.P. ("MAE"), an affiliate of Insignia. Both IBGP, Inc. and
Insignia Brunner, L.P. were affiliates of Metropolitan Asset Enhancement, L.P.
104 Management, Inc. is the managing general partner of Brunner Management
Limited Partnership, which is the general partner of the Registrant. On November
17, 1998, BCIP I & III, LLC purchased 104 Management, Inc. from IBGP, Inc. and
thereby acquired the general partnership interest in Brunner Management Limited
Partnership. BCIP I & III, LLC also purchased the limited partnership interest
in Brunner Management Limited Partnership and all of the outstanding Class B
Limited Partnership units of the Partnership and Brunner Companies Income
Properties L.P. I, an affiliated entity, from Insignia Brunner, L.P.

The Partnership is in the business of owning and operating three Retail Centers:
Georgetown Landing, Georgetown, South Carolina; White Horse Plaza, Greenville,
South Carolina; and Hitchcock Plaza, Aiken, South Carolina. See "Item 2.
Description of Properties" for additional information regarding the Retail
Centers. The real estate business is highly competitive. The Partnership's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located, and the Partnership is not a
significant factor in its industry.

The Partnership has no employees. Management and administrative services are
performed by affiliates of BCIP I & III, LLC. The property manager is
responsible for the day-to-day operations of each property. The Managing General
Partner has also selected affiliates of BCIP I & III, LLC to provide real estate
advisory and asset management services to the Partnership. As advisor, such
affiliates provide partnership accounting and administrative services,
investment management, and supervisory services over property management and
leasing. For a further discussion of property and partnership management, see
"Item 12", which descriptions are herein incorporated by reference.

There have been, and it is possible there may be, other federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

In certain cases environmental testing has been performed, which resulted in no
material adverse conditions or liabilities. In no case has the Partnership
received notice that it is a potentially responsible party with respect to an
environmental clean up site.


                                      -3-
<PAGE>   4


ITEM 2. DESCRIPTION OF PROPERTY

The following table sets forth the Partnership's investments in properties:

<TABLE>
<CAPTION>
                               Date of
       Property                Purchase        Type of Ownership             Use
---------------------------    --------      ----------------------     -------------
<S>                            <C>           <C>                        <C>
Hitchcock Plaza                7/12/88       Fee ownership, subject     Retail Center
 Aiken, South Carolina                       to first mortgage           233,000 sf

White Horse Plaza              7/12/88       Fee ownership, subject     Retail Center
 Greenville, South Carolina                  to first mortgage           166,000 sf

Georgetown Landing             7/12/88       Fee ownership, subject     Retail Center
 Georgetown, South Carolina                  to first mortgage            50,000 sf
</TABLE>

Two major anchor tenants at White Horse Plaza have vacated their space. Wal-Mart
Stores ("Wal-Mart") continues to honor its lease obligation. Winn-Dixie
Charlotte, Inc. ("Winn-Dixie") has ceased to pay. The Company is pursuing legal
action against Winn-Dixie as further described in Item 3 - Legal Proceedings.

Schedule of properties (in thousands)

<TABLE>
<CAPTION>
                    Gross                                                      Net
                   Carrying      Accumulated       Useful                     Federal
  Property          Value       Depreciation       Life        Method        Tax Basis
---------------    --------     ------------    ----------     ------        ---------
<S>                <C>          <C>             <C>            <C>           <C>
Hitchcock Plaza    $14,315         $4,969       5-31.5 yrs       S/L         $ 9,646

White Horse
   Plaza             8,782          2,742       5-31.5 yrs       S/L           6,270

Georgetown
   Landing           2,158            695         31.5 yrs       S/L           1,498
                   -------         ------                                    -------
                   $25,255         $8,406                                    $17,414
                   =======         ======                                    =======
</TABLE>

See "Note A" of the Notes to Financial Statements included in "Item 7" for a
description of the Partnership's depreciation policy.


                                      -4-
<PAGE>   5


Schedule of Mortgage Notes (in thousands):

<TABLE>
<CAPTION>
                   Principal balance       Stated                                        Principal Due
                     At December 31,      Interest        Period       Maturity           At Maturity
   Property               2000            Rate (1)       Amortized     Date (1)                (2)
-------------      -----------------      --------       ---------    ---------          -------------
<S>                <C>                    <C>            <C>          <C>                <C>
Hitchcock
  Plaza                  $ 9,922             7%            38 yrs     11/10/2000             $ 9,922

White Horse
  Plaza                    6,286             7%            38 yrs     11/10/2000               6,286
Georgetown
  Landing                  1,395             7%            38 yrs     11/10/2000               1,395
                         -------                                                             -------
Total                    $17,603                                                             $17,603
                         =======                                                             =======
</TABLE>


(1) These mortgage notes previously had been extended until November 10, 2000
and at December 31, 2000 were past due. On January 25, 2001, the Partnership
received from New York Life Insurance Company (the "Lender") a written demand
for full payment of each of the above mortgage notes no later than February 15,
2001. The Lender has subsequently verbally agreed to enter into a Loan
Modification Agreement to extend the maturity dates through May 10, 2001. During
the extension period, the mortgage notes bear interest at the rate of 7% per
annum and the Partnership is required to make monthly payments of principal,
interest and escrow of $131,261. Additionally, the Partnership is required to
make quarterly payments of net cash flow, as defined, into a separate escrow
account controlled jointly by the Lender and the Partnership. See "Liquidity and
Capital Resources" below.

(2) The mortgages require a balloon payment at maturity for the remaining
principal balance. These notes are all cross-collateralized and cross-defaulted
and are secured by the properties and by a pledge of revenues from the
respective properties.

The Partnership has agreed to attempt to market the three shopping centers using
a nationally recognized real estate agent. Should such sales occur, the
Partnership would be liquidated.

Should the Lender continue to demand immediate full repayment of the mortgage
notes, the Partnership will be forced to consider other alternatives, including
the transfer of the properties to the Lender in lieu of foreclosure and
liquidation of the Partnership, bankruptcy, or the sale of the properties.



Schedule of Rental Rates and Occupancy:

<TABLE>
<CAPTION>
                            Average Annual
                             Rental Rates                Average Annual
                          (per square foot)                 Occupancy
                      ------------------------     ---------------------------
                       2000              1999       2000                 1999
                      ------            ------     ------               ------
<S>                   <C>              <C>         <C>                  <C>
Hitchcock Plaza       $ 5.75           $  5.68       94%                  92%
White Horse Plaza       3.14              5.21       15%                  42%
Georgetown Landing      4.88              4.81      100%                 100%
</TABLE>


                                      -5-
<PAGE>   6

Rental rates per square foot are based on rental income only. Average annual
occupancy is based on physical occupancy and does not include tenants which have
vacated space but continue to pay rent.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other retail centers in the area. The Managing General Partner
believes that all of the properties are adequately insured.

Schedule of lease expirations for the years 2001-2012:

<TABLE>
<CAPTION>
      Hitchcock              Number of                                Annual Rent            % of Gross
        Plaza               Expirations          Square Feet        (in thousands)           Annual Rent
      ---------             -----------          -----------        --------------           -----------
      <S>                   <C>                  <C>                <C>                      <C>
         2001                    1                  1,000                  12                    1.01%
         2002                    7                 12,500                 162                   13.60%
         2003                    3                  5,200                  58                    4.88%
         2004                    2                  6,000                  57                    4.78%
         2005                    2                 18,975                 102                    8.56%
         2006                    0                      0                   0                    0.00%
         2007                    1                 49,296                 343                   28.75%
         2008                    0                      0                   0                    0.00%
         2009                    1                  4,000                  44                    3.69%
      2010-2011                  0                      0                   0                    0.00%
         2012                    2                 90,139                 414                   34.73%
</TABLE>


<TABLE>
<CAPTION>
      White Horse             Number of                               Annual Rent             % of Gross
         Plaza               Expirations          Square Feet        (in thousands)          Annual Rent
      -----------            -----------          -----------        --------------          -----------
      <S>                    <C>                  <C>                <C>                     <C>
         2001                    1                    3,200                24                    5.92%
         2002                    1                    1,750                24                    5.88%
         2003                    1                    1,750                17                    4.10%
         2004                    2                    3,750                43                   10.60%
         2005                    0                        0                 0                    0.00%
         2006                    1                   81,922               298                   73.50%
</TABLE>


<TABLE>
<CAPTION>
      Georgetown             Number of                               Annual Rent             % of Gross
       Landing              Expirations          Square Feet        (in thousands)          Annual Rent
      ----------            -----------          -----------        --------------          -----------
      <S>                   <C>                  <C>                <C>                     <C>
         2001                    0                       0                 0                    0.00%
         2002                    2                   2,400                25                   10.22%
         2003                    3                   6,120                49                   20.10%
         2004                    0                       0                 0                    0.00%
         2005                    1                   1,200                12                    4.92%
         2006                    1                  39,824               158                   64.76%
</TABLE>


                                      -6-
<PAGE>   7


Schedule of Tenants Occupying 10% or More of the Leasable Square Feet for Each
Property:

<TABLE>
<CAPTION>
                          Nature of         Square footage      Annual rent         Lease
                           Business             Leased        Per Square foot     Expiration
                         ------------       --------------    ---------------     ----------
<S>                      <C>                <C>               <C>                 <C>
Hitchcock Plaza          Grocery store           49,296           $ 6.95             2/28/07
                          Discount store          86,479             4.16             6/30/12
                         Vacant Unit             35,000               --                  --

White Horse Plaza        Discount store          81,922             3.64            10/31/06
                         Vacant Unit             35,922               --                  --

Georgetown Landing       Grocery store           39,824             3.97            11/22/06
</TABLE>

Both major anchor tenants at Whitehorse Plaza, Wal-Mart and Winn-Dixie, have
vacated their space. Wal-Mart is currently honoring its lease obligation.
Winn-Dixie ceased paying rent in June of 1999. The Partnership has taken legal
action against Winn-Dixie to enforce its lease. The Wal-Mart and Winn-Dixie
leases both expire in 2006. See Item 3 - Legal Proceedings.

Schedule of Real Estate Taxes (in thousands) and Rates:

2000 real estate taxes paid directly by the Partnership for 2000, which are
included in expenses and in income to the extent reimbursed by tenants, were as
follows:

<TABLE>
<CAPTION>
                                2000 Taxes                2000 Rate
                                ----------                ---------
<S>                             <C>                       <C>
Hitchcock Plaza                    $91                      1.99%
White Horse Plaza                   43                      1.58%
Georgetown Landing                  27                      1.96%
</TABLE>

Three tenants are responsible for payment of their real estate taxes directly to
the taxing authorities. These amounts are not included in Partnership income or
expenses. Real estate taxes paid directly by tenants in 2000 were as follows:

<TABLE>
<CAPTION>
                               2000 Taxes                2000 Rate
                               ----------                ---------
<S>                            <C>                       <C>
Hitchcock Plaza                   $79                      1.99%
White Horse Plaza                  49                      1.58%
Georgetown Landing                 --                        --
</TABLE>


                                      -7-
<PAGE>   8


ITEM 3.  LEGAL PROCEEDINGS

The Partnership is presently involved in litigation in the state courts of
Georgia and South Carolina with Winn-Dixie concerning collection of past due and
future rent under Winn-Dixie's lease at Whitehorse Plaza. Winn-Dixie vacated the
property and in June 1999 discontinued paying rent as called for in its lease
agreement. Management believes that Winn-Dixie's lease obligation, which
extends through August 2006, is enforceable.

The Partnership has set up an allowance for uncollectable rent for the past due
Winn-Dixie rent. At December 31, 2000, the allowance for uncollectable rent
receivable from Winn-Dixie was $427,000. For future periods, the allowance will
increase by $19,458 per month until this matter is resolved.

The Managing General Partner is aware of no additional significant pending or
outstanding litigation that would have a material adverse effect upon the
business, financial condition, or operations of the Partnership.


                                      -8-
<PAGE>   9


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal year ended December 31, 2000, no matters were submitted to a
vote of the Unitholders through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

As of December 31, 2000, the number of holders of record of Limited Partnership
Units and Subordinated Interest Units was 429 and one, respectively. Neither the
Limited Partnership Units nor the Subordinated Interest Units are traded on any
established public trading market, and it is not anticipated that such a market
will develop in the future. See "Item 11. Security Ownership of Certain
Beneficial Owners and Management."

No cash distributions were paid during 1999 or 2000. Future distributions will
depend on the levels of cash generated from operations, refinancings, property
sales and the availability of cash reserves. At this time, the Managing General
Partner does not anticipate making cash distributions during 2001.


                                      -9-
<PAGE>   10


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations  - 2000 vs. 1999

The Partnership realized a net loss of $291,000 in 2000 compared to a net loss
of $65,000 for 1999. Rental income declined by $373,000 or 14.9% in 2000 as
compared to 1999. Total expenses decreased $130,000. The decline in rental
income was due to an increase of $159,000 in the allowance for uncollectable
receivables, a $53,000 decrease in override percentage rental income (Override
percentage rental income is based on a percentage of sales in excess of an
agreed amount) and increased vacancies at Whitehorse Plaza and Hitchcock Plaza
due to early terminations and non-renewals of leases. The decrease in total
expenses was primarily due to a decrease in operating expenses of $153,000 a
decrease in interest expense of $10,000, a decrease in property taxes of $30,000
and an increase in general and administrative expense of $34,000. Operating
expenses declined due to a decrease in repair and maintenance expenses for 2000
as compared to 1999. General and administrative expenses increased due to
increased legal and accounting fees.

Rental income includes all rent and reimbursements from tenants including taxes
and common area maintenance costs less any charges for uncollectable
receivables. Common area maintenance costs are included as operating expenses.

During 2000 Georgetown Landing and Hitchcock Plaza had average annual occupancy
rates of 100% and 92%, respectively. Whitehorse Plaza had an average annual
occupancy rate of 43%. An anchor tenant of White Horse Plaza, Wal-Mart, vacated
its 81,922 feet in January 1999 and moved across the street into a newer retail
center. Wal-Mart continues to pay its monthly rent as required by its lease.
However, in June 1999, the remaining anchor tenant of Whitehorse Plaza, Winn
Dixie, vacated its space and ceased paying rent. See Item 3. Legal Proceedings.

Lack of an anchor tenant has significantly impacted the ability of Whitehorse
Plaza to attract and keep new tenants. Several of the remaining Whitehorse Plaza
tenants' monthly rentals have been reduced and converted to calculating rent
based on a percentage of sales, per clauses in their leases, due to the
departure of the anchor tenant. The vacancy rate at Whitehorse Plaza remains
high and is not expected to improve until a new anchor tenant, if possible, is
located. For 2001, legal fees are expected to increase significantly as the
Partnership pursues collections from the Whitehorse Plaza past due tenants.

Also, during 1999, the Partnership received $53,000 of override percentage of
sales rent from Wal-Mart based on 1998 sales, which will not recur in future
periods since Wal-Mart has vacated its space.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels, and protecting the partnership from the burden of inflation-related
increases in expenses by increasing rents and maintaining a high occupancy
level. However due to changing market conditions, which can result in the use of
rental


                                      -10-
<PAGE>   11

concessions and rental reductions to offset softening market conditions, there
is no guarantee that the Managing General Partner will be able to sustain such a
plan.

The Partnership intends to list the three shopping centers for sale with a
national realtor.

Liquidity and Capital Resources

The Partnership is highly leveraged and is in default on its mortgage loan
agreements with the Lender. All three loans are cross-collateralized and
cross-defaulted. No cash flow is available for other than usual and routine
partnership operating expenses without the express permission of the Lender.

The Partnership has received a demand for immediate repayment of its mortgage
notes. The Lender has verbally indicated that it will agree to extend the
maturity dates of the notes through May 10, 2001. However, should the Lender
decide not to continue to extend the maturity dates in the future, then the
Partnership will be forced to consider other alternatives, including the
transfer of the properties to the Lender in lieu of foreclosure and liquidation
of the Partnership, bankruptcy, or the sale of the properties. During 2000, the
Partnership reduced its note payables balance by $144,000.

Under the covenants of its agreements with the Lender, within fifteen (15) days
following the end of each calendar quarter, the Partnership is required to
deposit all `Net Cash Flow', as defined, into an account at a commercial bank
controlled jointly by the Lender and the Partnership, (the "Restricted Cash in
Escrow") and to submit written quarterly reports to the Lender, certified as to
correctness by an officer of the Partnership. During 2000 the Partnership
increased its Restricted Cash in Escrow by $160,000 to $729,000 at December 31,
2000. Restricted Cash in Escrow funds are to be paid only for tenant
improvements, leasing commissions, capital improvements and/or debt service
shortfall as approved by the Lender and are not available for payment to the
General or Limited Partners.

The Lender also has a claim against any recoveries received from Winn Dixie for
back rent owed to the Partnership. At December 31, 2000, the $427,000 due from
Winn Dixie, for rents as called for under the lease agreement, has been fully
reserved for by the Partnership.

The Partnership's continued ability to operate is dependent on its ability to
either restructure its existing debt or raise additional capital. To that end
the managing General Partner is attempting to extend or modify the mortgage
notes, negotiating alternative financing sources requiring additional capital
infusions, and evaluating other alternatives as described above. However, there
can be no assurance that debt restructuring will occur or additional capital
will be raised in a manner that allows the Partnership to continue its
operations in its present form.

Negotiations concerning restructuring the debt of the three properties may also
be influenced by changes in market interest rates and other factors outside the
control of management.


                                      -11-
<PAGE>   12

No cash distributions were made in 2000 or 1999. At present, no future
distributions are expected.

Other

Certain items discussed in this annual report may constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual performance or
achievements of the Partnership to be materially different from any future
results performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements speak only as of the date of this
annual report. The Partnership expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward looking statements
contained herein to reflect any change in the Partnership's expectations with
regard thereto or any change in events, conditions or circumstances on which
such statement is based.


                                      -12-
<PAGE>   13


ITEM 7.  FINANCIAL STATEMENTS

Brunner Companies Income Properties L. P. I

List of Financial Statements

<TABLE>
     <S>                                                                <C>
     Report of independent certified public accountants                 15

     Balance sheet                                                      17

     Statements of operations                                           18

     Statements of changes in partners' capital (deficit)               19

     Statements of cash flows                                           20

     Notes to financial statements                                      21
</TABLE>


                                      -13-
<PAGE>   14


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Partners
BRUNNER COMPANIES INCOME PROPERTIES L.P.I

         We have audited the accompanying balance sheet of BRUNNER COMPANIES
INCOME PROPERTIES L.P. I (the Partnership) as of December 31, 2000, and the
related statements of operations, changes in partners' capital (deficit) and
cash flows for the years ended December 31, 2000 and 1999. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 the Partnership's management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide 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 BRUNNER COMPANIES
INCOME PROPERTIES L.P. I as of December 31, 2000, and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999, in
conformity with accounting principles generally accepted in the United States of
America.

         The accompanying financial statements have been prepared assuming that
the Partnership will continue as a going concern. As discussed in Note I to the
financial statements, the Partnership's mortgage notes payable originally
matured in October of 1998. Subsequent to extensions of the original maturity
date to November 10, 2000, the Partnership received a demand from the Lender on
January 25, 2001, for full payment of the Partnership's notes payable. The
Partnership's continued ability to operate is dependent on its ability to either
restructure its existing debt or raise additional capital.


                                      -14-
<PAGE>   15


These conditions raise substantial doubt about the Partnership's ability to
continue as a going concern. Management's plans regarding these matters are also
described in Note I. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


Augusta, Georgia
March 12, 2001


                                      -15-
<PAGE>   16


                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                                  BALANCE SHEET
                        (IN THOUSANDS, EXCEPT UNIT DATA)
                                DECEMBER 31, 2000


<TABLE>
<S>                                                 <C>          <C>
ASSETS
    Cash and cash equivalents                                    $     456
    Accounts receivable - net                                           53
    Restricted cash in escrow                                          729
    Other assets                                                       214
    Investment properties - net                                     16,849
                                                                 ---------

                                                                 $  18,301
                                                                 =========


LIABILITIES
    Accounts payable and accrued expenses                        $     180
    Accrued property taxes                                              27
    Tenant security deposits payable                                    18
    Mortgage notes payable                                          17,603
                                                                 ---------
                                                                    17,828
PARTNERS' CAPITAL (DEFICIT)
    General partner's                               $   (33)
    Class A limited partners' - 552,000 units
       issued and outstanding                           286
    Class B limited partners' - 61,333 units
       issued and outstanding                           220            473
                                                    -------      ---------

                                                                 $  18,301
                                                                 =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      -16-
<PAGE>   17


                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                            STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT UNIT DATA)




<TABLE>
<CAPTION>
                                                                              FOR THE YEARS ENDED
                                                                                  DECEMBER 31,
                                                                          ----------------------------
                                                                            2000                1999
                                                                          --------            --------
<S>                                                                       <C>                 <C>
REVENUE
   Rental income                                                          $  2,134            $  2,507
   Other income                                                                 69                  52
                                                                          --------            --------

                                                                             2,203               2,559
                                                                          --------            --------

EXPENSES
   Operating                                                                   271                 424
   General and administrative                                                  130                  96
   Depreciation                                                                701                 672
   Interest                                                                  1,235               1,245
   Property taxes                                                              157                 187
                                                                          --------            --------

                                                                             2,494               2,624
                                                                          --------            --------

NET LOSS FROM OPERATIONS                                                  $   (291)           $    (65)
                                                                          ========            ========


Net loss allocated to general partner (1%)                                $     (3)           $     (1)

Net loss allocated to Class A limited partners
     (89.1%)                                                                  (259)                (58)
Net loss allocated to Class B limited partners
     (9.9%)                                                                    (29)                 (6)
                                                                          --------            --------

                                                                          $   (291)           $    (65)
                                                                          ========            ========

Net loss per limited partnership unit                                     $   (.47)           $   (.11)
                                                                          ========            ========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      -17-
<PAGE>   18

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                            LIMITED PARTNERS
                                                                        GENERAL         ------------------------
                                                                        PARTNER          CLASS A        CLASS B           TOTAL
                                                                        -------         --------        --------        --------
<S>                                                                     <C>             <C>             <C>             <C>

ORIGINAL CAPITAL CONTRIBUTIONS                                           $    1         $  5,520         $  613         $  6,134
                                                                         ======         ========         ======         ========

Partners' capital (deficit) at December 31, 1998                         $  (29)        $    603         $  255         $    829

Net loss for the year ended December 31, 1999                                (1)             (58)            (6)             (65)
                                                                         ------         --------         ------         --------
Partners' capital (deficit) December 31, 1999                               (30)             545            249              764

Net loss for the year ended December 31, 2000                                (3)            (259)           (29)            (291)
                                                                         ------         --------         ------         --------
PARTNERS' CAPITAL (DEFICIT) AT DECEMBER 31, 2000                         $  (33)        $    286         $  220         $    473
                                                                         ======         ========         ======         ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -18-
<PAGE>   19

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                           FOR THE YEARS ENDED
                                                                                               DECEMBER 31,
                                                                                       ---------------------------
                                                                                         2000               1999
                                                                                       --------           --------
<S>                                                                                    <C>                <C>
OPERATING ACTIVITES
     Net loss                                                                          $   (291)          $    (65)
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
         Depreciation and amortization                                                      729                672
         Change in deferred and accrued amounts
            Accounts receivable and deposits                                                 39                192
            Other assets                                                                   (118)                22
            Accounts payable and accrued expenses                                            53                  9
            Accrued property taxes                                                           27               (176)
            Tenant security deposits payable                                                 (1)                (1)
                                                                                       --------           --------

             Net cash provided by operating activities                                      438                653

INVESTING ACTIVITIES
    Purchase of property improvements and replacements                                      (96)               (93)
    Net deposits to restricted escrows                                                     (168)              (561)
                                                                                       --------           --------

         Net cash used in investing activities                                             (264)              (654)

FINANCING ACTIVITIES
     Payments on mortgage notes payable                                                    (144)               (53)
                                                                                       --------           --------

Net increase (decrease) in cash and cash equivalents                                         30                (54)

Cash and cash equivalents at beginning of year                                              426                480
                                                                                       --------           --------

Cash and cash equivalents at end of year                                               $    456           $    426
                                                                                       ========           ========

Supplemental disclosure of cash flow information:
     Cash paid for interest                                                            $  1,235           $  1,245
                                                                                       ========           ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -19-
<PAGE>   20

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                          NOTES TO FINANCIAL STATEMENTS
                           (TABULAR DATA IN THOUSANDS)

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

         Brunner Companies Income Properties L.P. I (the "Partnership") is a
         Delaware limited partnership formed on February 29, 1988 for the
         purpose of acquiring and operating the following retail centers:
         Hitchcock Plaza, in Aiken, South Carolina; White Horse Plaza, in
         Greenville, South Carolina; and Georgetown Landing, in Georgetown,
         South Carolina (collectively referred to as the "Retail Centers"). The
         seller of these Retail Centers was related to the then general partners
         of the Partnership.

         The Partnership's term of existence expires December 31, 2008, unless
         it is earlier dissolved and terminated pursuant to the provisions of
         the partnership agreement.

         The general partner of the Partnership is Brunner Management Limited
         Partnership ("General Partner"). The General Partner is an Ohio limited
         partnership whose general partner is 104 Management, Inc. ("Managing
         General Partner"). From March 5, 1993 until November 17, 1998, the
         majority of the outstanding stock of 104 Management, Inc. was held by
         IBGP, Inc., an affiliate of Insignia Financial Group, Inc. Prior to
         November 17, 1998, IBGP, Inc. effectively controlled the Managing
         General Partner of the Partnership.

         On November 17, 1998, BCIP I & III, LLC, (a Georgia limited liability
         company and an affiliate of Hull/Storey Development, LLC) purchased all
         of the outstanding stock of 104 Management, Inc. and thereby acquired
         the general partnership interest in Brunner Management Limited
         Partnership. BCIP I & III, LLC also purchased all of the outstanding
         Class B Limited Partnership units of the Partnership. As a result of
         this transaction, BCIP I & III, LLC effectively controls the Managing
         General Partner of the Partnership.

USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the financial
         statements and accompanying notes. Actual results could differ from
         those estimates.

                                                                     (Continued)


                                      -20-
<PAGE>   21

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

CASH AND CASH EQUIVALENTS

         The Partnership considers all highly liquid investments with a
         maturity, when purchased, of three months or less to be cash
         equivalents as well as operating cash held by the real estate
         management company on behalf of the Partnership's individual
         properties. At certain times, the amount of cash deposited at a bank
         may exceed the limit on insured deposits.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

         The Partnership records as an allowance for doubtful accounts 100% of
         receivables over ninety days old, 50% of receivables over sixty but
         less than ninety-one days old and 100% of receivables from former
         tenants. The Partnership's allowance for doubtful accounts for the
         years ended December 31, 2000 and 1999 was $775,000 and $322,000,
         respectively.

RESTRICTED CASH IN ESCROW

         The Partnership is required to make quarterly payments of net cash
         flow, as defined, into a separate escrow account in favor of the
         lender. These funds are to be used only for tenant improvements,
         leasing commissions, capital improvements and/or debt service shortfall
         as approved by the lender.

LEASE COMMISSIONS

         Lease commissions are capitalized and are amortized by the
         straight-line method over the term of the applicable lease. Lease
         commissions of approximately $101,000, net of accumulated amortization
         of approximately $40,000, are included in other assets.

LOAN COSTS

         Loan costs are amortized on a straight-line basis over the terms of the
         respective loans. As of December 31, 1998, loan costs have been fully
         amortized.

TENANT SECURITY DEPOSITS

         The Partnership requires security deposits from lessees for the
         duration of the lease. The security deposits are refunded when the
         tenant vacates, provided the tenant has not damaged its space and is
         current on its rental payments.

INVESTMENT PROPERTIES

         Investment properties are stated at cost less reductions for permanent
         impairments. Acquisition fees are capitalized as a cost of real estate.
         The Partnership records impairment losses on long-lived assets used in
         operations when events and circumstances indicate that the assets might
         be impaired and the undiscounted cash flows estimated to be generated
         by those assets are less than the carrying amounts of those assets.

                                                                     (Continued)


                                      -21-
<PAGE>   22

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

DEPRECIATION

         Buildings and improvements are depreciated on the straight-line basis
         over an estimated useful life of 5 to 31.5 years. Tenant improvements
         are depreciated over the term of the applicable leases.

         For Federal income tax purposes, the Partnership depreciates a portion
         (89 percent attributable to non tax-exempt investors) of the property's
         basis using the straight-line method over thirty-one and one-half years
         and the balance (11 percent attributable to tax-exempt investors) using
         the straight-line method over forty years.

ADVERTISING

         The Partnership expenses the costs of advertising as incurred.

LEASES

         The Partnership leases certain commercial space to tenants under
         various lease terms. For leases with fixed rental increases during
         their term, rents are recognized on a straight-line basis over the
         terms of the leases. For all other leases, rents are recognized over
         the terms of the leases as earned.

INCOME TAXES

         No provision has been made in the financial statements for Federal
         income taxes because under current law, no Federal income taxes are
         paid directly by the Partnership. The Partners are responsible for
         their respective share of Partnership net income or loss.

FAIR VALUE

         The Partnership believes that the carrying amount of its financial
         instruments (except for long-term debt) approximates their fair value
         due to the short-term maturity of these instruments. The fair value of
         the Partnership's long-term debt is unknown.

RECLASSIFICATIONS

         Certain reclassifications have been made to the 1999 information to
         conform to the 2000 presentation.


                                      -22-
<PAGE>   23

NOTE B - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS AND DISTRIBUTIONS

         Distributions of operating cash flow, as defined in the partnership
agreement, will be distributed as follows:

         First, to the Class A Limited Partners until they have received a
         cumulative noncompounded annual cash return of 10% (Class A priority
         return) of their adjusted capital contributions;

         Second, to the Class B Limited Partners until they have received a
         cumulative noncompounded annual cash return of 10% (Class B priority
         return) of their adjusted capital contributions;

         Third, to the General Partner to the extent that taxable income for the
         fiscal year is allocated to the General Partner; and

         Fourth, to the Class A Limited Partners and to the Class B Limited
         Partners an amount equal to 90% and 10%, respectively, of the balance,
         if any, remaining.

         Taxable income or loss from operations will be allocated 89.1% to the
Class A Limited Partners, 9.9% to the Class B Limited Partners and 1% to the
General Partner.

         All excess proceeds from sales and debt refinancings generally will be
distributed in the following order:

         First, to the Class A Limited Partners until their adjusted capital
         contributions are reduced to zero;

         Second, to the Class B Limited Partners until their adjusted capital
         contributions are reduced to zero;

         Third, to the Class A Limited Partners for any unpaid priority return
         of cash distributions of operating cash flows;

         Fourth, to the Class B Limited Partners for any unpaid priority return
         of cash distributions of operating cash flows;

         Fifth, to the General Partner until its original capital contribution
         is reduced to zero; and

         The balance, if any, 67.5% to the Class A Limited Partners, 7.5% to the
         Class B Limited Partners and 25% to the General Partner.

                                                                     (Continued)


                                      -23-
<PAGE>   24

NOTE B - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS AND DISTRIBUTIONS, CONTINUED

         As of December 31, 2000, the Partnership had an undeclared distribution
arrearage of approximately $5,189,000 or $9.40 per Class A unit and
approximately $766,000 or $12.49 per Class B unit of the cumulative annual 10%
cash returns. At present, no future distributions are expected.

NOTE C - MORTGAGE NOTES PAYABLE

         The principle terms of the mortgage notes payable are as follows:

<TABLE>
<CAPTION>
                                                     PRINCIPAL       MONTHLY
                                                    BALANCE AT       PAYMENT        STATED                     BALANCE DUE
                                                   DECEMBER 31,       P & I     INTEREST RATE    MATURITY          AT
    PROPERTY                                           2000            (1)           (1)         DATE (1)      MATURITY(2)
---------------                                    ------------     -------     -------------   ----------     -----------
<S>                                                <C>              <C>         <C>             <C>            <C>
Hitchcock Plaza                                     $   9,922       $   67            7%        11/10/2000       $   9,922


White Horse Plaza                                       6,286           42            7%        11/10/2000           6,286


Georgetown Landing                                      1,395            9            7%        11/10/2000           1,395
                                                    ---------       ------                                       ---------
      TOTAL                                         $  17,603       $  118                                       $  17,603
                                                    =========       ======                                       =========
</TABLE>

(1)      These mortgage notes previously had been extended until November 10,
         2000 and at December 31, 2000 were past due. On January 25, 2001, the
         Partnership received from New York Life Insurance Company (the
         "Lender") a written demand for full payment of each of the above
         mortgage notes no later than February 15, 2001. The Lender has
         subsequently verbally agreed to enter into a Loan Modification
         Agreement to extend the maturity dates through May 10, 2001. During the
         extension period, the mortgage notes bear interest at the rate of 7%
         per annum and the Partnership is required to make monthly payments of
         principal, interest and escrow of $131,261. Additionally, the
         Partnership is required to make quarterly payments of net cash flow, as
         defined, into a separate escrow account controlled jointly by the
         Lender and the Partnership.

(2)      The mortgages require a balloon payment at maturity for the remaining
         principal balance. These notes are all cross-collateralized and
         cross-defaulted and are secured by the properties and by a pledge of
         revenues from the respective properties.


                                      -24-
<PAGE>   25

         The mortgage notes payable are nonrecourse and are secured by the
properties and by a pledge of revenues from the respective properties.

NOTE D - OPERATING LEASES

         Tenants are responsible for their own utilities, maintenance of their
space, and payment of their proportionate share of common area maintenance,
utilities, insurance and real estate taxes. Real estate taxes, insurance, and
common area maintenance expenses are paid directly by the Partnership. The
Partnership is then reimbursed by the tenants for their proportionate share. The
expenses paid by the Partnership are included in the accompanying statements of
operations as property taxes and operating expenses. Amounts reimbursed by the
tenants are included in rental income.

         The future minimum rental payments to be received under operating
leases that have initial or remaining noncancellable lease terms in excess of
one year as of December 31, 2000, are as follows:

<TABLE>
<CAPTION>
                        <S>                   <C>
                        2001                  $   2,096
                        2002                      1,955
                        2003                      1,802
                        2004                      1,677
                        2005                      1,604
                        Thereafter                3,856
                                              ---------

                                              $  12,990
                                              =========
</TABLE>

         Five anchor tenants represent $10,308,000 of the above minimum future
rentals under leases expiring 2006, 2007, and 2012.

NOTE E - MAJOR TENANTS

         Rent from tenants (excluding tenant reimbursements) representing at
least 10% of rental income were as follows:

<TABLE>
<CAPTION>
                                                 2000                                    1999
                                     ----------------------------             ------------------------------
                                     AMOUNT               PERCENT             AMOUNT                 PERCENT
                                     ------               -------             ------                 -------
<S>                                  <C>                    <C>               <C>                      <C>
K-Mart Corporation                   $  360                 17%               $  360                   14%
Kroger                                  343                 16                   343                   13
Wal-Mart Stores, Inc.                   298                 14                   298                   12

</TABLE>


                                      -25-
<PAGE>   26

NOTE F - INCOME TAXES

         The Partnership is classified as a partnership for Federal income tax
purposes. Accordingly, no provision for income taxes is made in the financial
statements of the Partnership. Taxable income or loss of the Partnership is
reported in the income tax returns of its partners.

         The following is a reconciliation of reported net loss and Federal
taxable loss (in thousands, except unit data):

<TABLE>
<CAPTION>
                                                                                   FOR THE YEAR ENDED DECEMBER 31,
                                                                                   -------------------------------
                                                                                     2000                    1999
                                                                                   -------                  ------
<S>                                                                                <C>                      <C>
Net loss as reported                                                               $  (291)                 $  (65)
Add (deduct):
         Depreciation differences                                                       64                      38
         Allowance for doubtful accounts                                               433                     322
         Unearned income                                                                13                       1
         Miscellaneous                                                                  65                     (13)
                                                                                   -------                  ------

Federal taxable income                                                             $   284                  $  283
                                                                                   =======                  ======

Federal taxable income per
  Limited partnership unit                                                         $   .46                  $  .46
                                                                                   =======                  ======
</TABLE>

         The following is a reconciliation between the Partnership's reported
amounts and Federal tax basis of net assets and liabilities:

<TABLE>
                 <S>                                                          <C>
                 Net assets as reported                                       $    473
                 Allowance for doubtful accounts                                   755
                 Land and buildings                                                 21
                 Accumulated depreciation                                          544
                 Syndication costs                                                 667
                 Other                                                              87
                                                                              --------

                 Net assets - Federal tax basis                               $  2,547
                                                                              ========
</TABLE>

NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES

         The Partnership has no employees and is dependent on the Managing
General Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
affiliates of the Managing General Partner in 2000 and 1999:

                                                                     (Continued)


                                      -26-
<PAGE>   27

NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES, CONTINUED

<TABLE>
<CAPTION>
                                                                FOR THE YEAR ENDED
                                                                    DECEMBER 31,
                                                             ------------------------
                                                              2000               1999
                                                             -----               ----
<S>                                                          <C>                 <C>
Property management fees (included in
      operating expenses)                                    $  77               $ 87

Reimbursement for services of affiliates
      (included in general and administrative
      expenses)                                                 29                 31

Lease commissions for new leases (included
in other assets and amortized over the term
of the leases)                                               $  24               $ 47

</TABLE>

NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         INITIAL COST
                                                                                        TO PARTNERSHIP
                                                                               -------------------------------
                                                                                                                   NET COSTS
                                                                                                                   (REMOVED)
                                                                                               BUILDINGS AND      CAPITALIZED
                                                                                             RELATED PERSONAL    SUBSEQUENT TO
   DESCRIPTION                                            ENCUMBRANCES            LAND           PROPERTY         ACQUISITION
----------------                                          ------------          --------     ----------------    -------------
<S>                                                       <C>                   <C>          <C>                 <C>
Hitchcock Plaza                                             $  10,004          $  1,797          $  12,629          $  (111)
Whitehorse Plaza                                                6,337             1,975              6,931             (124)
Georgetown Landing                                              1,406               428              1,711               19
                                                            ---------          --------          ---------          -------

TOTALS                                                      $  17,747          $  4,200          $  21,271          $  (216)
                                                            =========          ========          =========          =======
</TABLE>


                                      -27-
<PAGE>   28

NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS),
CONTINUED

<TABLE>
<CAPTION>
                                        GROSS CARRYING VALUES
                                        AT DECEMBER 31, 2000
                   ----------------------------------------------------------------
                                    BUILDINGS
                                   AND RELATED
                                     PERSONAL                          ACCUMULATED            DATE         DEPRECIABLE
DESCRIPTION          LAND            PROPERTY            TOTAL        DEPRECIATION          ACQUIRED        LIFE-YEARS
-----------        --------        -----------         --------       ------------          --------       -----------
<S>                <C>             <C>                 <C>            <C>                   <C>            <C>
Hitchcock
    Plaza          $  1,756          $ 12,559          $ 14,315          $ 4,969             7/12/88          5-31.5
Whitehorse
    Plaza             1,939             6,843             8,782            2,742             7/12/88          5-31.5
Georgetown
    Landing             428             1,730             2,158              695             7/12/88          5-31.5
                   --------          --------          --------          -------

                   $  4,123          $ 21,132          $ 25,255          $ 8,406
                   ========          ========          ========          =======
</TABLE>

         The managing General Partner has evaluated the properties as if they
were a going concern and believes there is no impairment as of year end.

         Reconciliation of "Investment Properties and Accumulated Depreciation":

<TABLE>
<CAPTION>
                                                                                            FOR THE YEAR ENDED
                                                                                               DECEMBER 31,
                                                                                       ----------------------------
                                                                                          2000               1999
                                                                                       ---------          ---------
<S>                                                                                    <C>                <C>
INVESTMENT PROPERTIES

Balance at beginning of year                                                           $  25,159          $  25,066
Property improvements                                                                         96                 93
                                                                                       ---------          ---------

Balance at end of year                                                                 $  25,255          $  25,159
                                                                                       =========          =========

ACCUMULATED DEPRECIATION

Balance at beginning of year                                                           $   7,705          $   7,033
Additions charged to expense                                                                 701                672
                                                                                       ---------          ---------

Balance at end of year                                                                 $   8,406          $   7,705
                                                                                       =========          =========
</TABLE>

         The aggregate cost of the real estate for Federal income tax purposes
at December 31, 2000 and 1999, is $25,276,000 and $25,181,000, respectively. The
accumulated depreciation balance for Federal income tax purposes at December 31,
2000 and 1999, is $7,862,000 and $7,225,000, respectively.


                                      -28-
<PAGE>   29

NOTE I - LITIGATION, GOING CONCERN AND SUBSEQUENT EVENTS

         Both major anchor tenants at White Horse Plaza, Wal-Mart and Winn
Dixie, have vacated their space. During 1999, Wal-Mart, vacated its space.
However, Wal-Mart's lease, and resulting rental obligations under the lease, do
not expire until October 31, 2006. To date, Wal-Mart has honored its lease
obligations and is expected to continue to do so in future periods. However,
this vacancy has severely impacted the occupancy rate for the remainder of White
Horse Plaza. Also during 1999, Winn-Dixie vacated its space and stopped honoring
its contractual lease obligations, including payment of rent. The Managing
General Partner is actively pursuing the Partnership's legal remedies to require
Winn-Dixie to comply with its contractual lease obligations. However, the
Partnership has reserved, as an allowance for doubtful accounts, uncollected
past due rent and other uncollected obligations from these, and other, former
tenants.

         The cross-collateralized and cross-defaulted loans on Hitchcock Plaza,
White Horse Plaza, and Georgetown Landing matured in October 1998. The
Partnership received an initial extension from its Lenders, which expired May
1999. On December 29, 1999, the Partnership and Lender entered into a loan
modification agreement to extend the maturity dates of the mortgage notes to May
10, 2000. On or about the extended maturity date in May 2000, the mortgage notes
were extended again until November 10, 2000. On January 25, 2001, the Lender
demanded full repayment of the mortgage notes. Subsequently, Management of the
Partnership and the Lender have agreed verbally to extend the maturity date of
the mortgage notes to May 10, 2001. During the extension period, the mortgage
notes bear interest at the rate of 7% per annum and the Partnership is required
to make monthly payments of principal, interest and escrow totaling $131,261 to
the Lender. Additionally, the Partnership is required to make quarterly payments
of net cash flow, as defined, into a separate escrow account in favor of the
Lender.

         The Partnership's continued ability to operate is dependent on its
ability to either restructure its existing debt or raise additional capital. To
that end the managing General Partner is attempting to extend or modify the
mortgage notes, negotiating alternative financing sources requiring additional
capital infusions, and evaluating the Partnership's alternatives. These
alternatives include the transfer of the properties to the Lender in lieu of
foreclosure and liquidation of the Partnership, bankruptcy, the sale of the
properties or additional extensions of the mortgage notes. However, there can be
no assurance that debt restructuring will occur or additional capital will be
raised in a manner that allows the Partnership to continue its operations in its
present form.


                                      -29-
<PAGE>   30

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There were no disagreements with Elliott, Davis & Company, L.L.P. regarding the
2000 and 1999 audits of the Partnership's financial statements.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Partnership has no officers or directors. The Managing General Partner
manages and controls the Partnership and has general responsibility and
authority in all matters affecting its business. The names and ages of the
directors and executive officers of 104 Management, Inc., the Partnership's
Managing General Partner, and the nature of all positions with 104 Management,
Inc. presently held by them are set forth below. There are no family
relationships between or among any officers and directors.

<TABLE>
<CAPTION>
Name                                Age                        Position
----                                ---                        --------
<S>                                 <C>                    <C>
James M. Hull                        49                    President and Director
Wayne Grovenstein                    32                    Vice President and Secretary
Deborah Mosley                       47                    Chief Accounting Officer
</TABLE>

James M. Hull has been President and Director of the Managing General Partner
and the Member-Manager of BCIP I & III, LLC since November of 1998. BCIP I &
III, LLC is an affiliate of Hull/Storey Development, LLC ("Hull/Storey") Mr.
Hull has acted as Member-Manager of Hull/Storey since December, 1993.

Wayne Grovenstein has been Vice President of the Managing General Partner since
November 1998. Mr. Grovenstein joined Hull/Storey in July 1995 where he serves
as Hull/Storey's Director of Development and Counsel. Prior to joining
Hull/Storey, Mr. Grovenstein was in the private practice of law in Atlanta,
Georgia.

Deborah Mosley has been the Chief Accounting Officer of the Managing General
Partner since November 1998. Ms. Mosley joined Hull/Storey in June 1994 and has
served as Hull/Storey's Chief Accounting Officer since that time.


                                      -30-
<PAGE>   31

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation was paid by the Partnership to any director or
officer of the Managing General Partner for the year ended December 31, 2000.
The Partnership has no plans to pay any such remuneration to any director or
officer of the Managing General Partner in the future. However, reimbursements
and other payments have been made to the Partnership's Managing General Partner
and its affiliates, as described in "Item 12. Certain Relationships and Related
Transactions" below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of February 29, 2001, there were 552,000 Class A Limited Partnership Units
("Units") and 61,333 units of Class B Limited Partnership Interest
("Subordinated Interest") issued and outstanding. The following table sets forth
certain information, as of February 29, 2001, with respect to the ownership of
Units and units of Subordinated Interest by: (i) any person or group who is
known to the Partnership to be the beneficial owner of more than 5% of either
the Units or units of Subordinated Interest; (ii) the directors and officers of
the Managing General Partner, naming them; and (iii) the directors and officers
of the Managing General Partner as a group.

<TABLE>
<CAPTION>
                                                                                             Units of Subordinated
                                                                  Units (1)                       Interest (1)
                                                                  -----                           --------
                                                         Amount           Percent           Amount            Percent
                                                         ------           -------           ------            -------
    <S>                                                  <C>              <C>               <C>               <C>
    BCIP I & III, LLC.
       3632 Wheeler Road, Suite 2
       P. O. Box 204227                                      --              --             61,333              100%
       Augusta, Georgia 30917-4227

    All directors and officers of
       The Managing General Partner
       (3 persons) as a group                                --              --                 --               --

    MP Value Fund
       C/O Mackenzie Patterson, Inc.
       1640 School Street
       Moraga, CA 94566                                  90,101            16.3%                --               --

    Ira Gaines
       3116 E. Shea, PMB 191
       Phoenix, AZ 85028                                 85,672            15.5%                --               --
</TABLE>


                                      -31-
<PAGE>   32

(1) The Limited Partners have no right or authority to participate in the
management or control of the Partnership or its business. However, Limited
Partners do have limited rights to approve or disapprove certain fundamental
Partnership matters as provided in "Article 7" of the Partnership Agreement.
Transfer of Units is subject to certain restrictions set forth in "Article 9" of
the Partnership Agreement.


                                      -32-
<PAGE>   33

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.

The following payments were made to affiliates of the Managing General Partner
in 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                          2000            1999
                                                         -----           -----
<S>                                                      <C>             <C>
Property management fees                                 $  77           $  87
Reimbursement for services of affiliates                    29              31
</TABLE>

Additionally, the Partnership paid approximately $24,000 and $47,000 to an
affiliate of the Managing General Partner for lease commissions related to new
leases at the Partnership's commercial properties during the years ended
December 31, 2000 and 1999, respectively. These lease commissions are included
in other assets and are amortized over the terms of the respective leases.

If the Partnership requires additional funds, the General Partner or its
affiliates may, but are not obligated to, lend funds to the Partnership. Any
such loan and any disposition, re-negotiation or other subsequent transaction
involving such loan, shall be made only upon receipt from an independent and
qualified advisor of an opinion letter to the effect that such proposed loan or
disposition, re-negotiation or subsequent transaction is fair and at least as
favorable to the Partnership as a loan to an unaffiliated borrower in similar
circumstances. The advisors compensation must be paid by the General Partner and
is not reimbursable by the Partnership. No such loan has yet been made by the
General Partner.

A commission of up to 2% of the sale price may be paid to Brunner Management
Limited Partnership upon the sale of each of the Retail Centers, if it performs
substantial services in connection with the sale. Any such commission paid to
the Brunner Management Limited Partnership will be subordinated to the Limited
Partners priority distributions. Total commissions paid will not exceed those
reasonable, customary and competitive in light of the size and location of the
Retail Center sold.


                                      -33-
<PAGE>   34

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits: See Exhibit Index contained herein.

(b) No reports on Form 8-K were filed during the fourth quarter of 2000.


                                      -34-
<PAGE>   35

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                             A Delaware Limited Partnership


                                    By: Brunner Management Limited Partnership
                                        Its General Partner


                                    By: 104 Management, Inc.
                                        Its Managing General Partner



                                    By: /s/ James M. Hull
                                       -----------------------------------------
                                       James M. Hull
                                       President and Director

                               Date: March 30, 2001
                                     ---------------------------------------

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
<TABLE>
<S>                                  <C>                                  <C>



/s/ James M. Hull                    President and                        Date: March 30, 2001
---------------------------------    Director




/s/ Deborah Mosley                   Vice President and                   Date: March 30, 2001
---------------------------------    Chief Accounting
                                     Officer
</TABLE>


                                      -35-
<PAGE>   36

                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.         Description
-----------         -----------
<S>                 <C>
3.1                 Partnership Agreement of Brunner Companies Income Properties L.P. I (the"Partnership"); incorporated by
                    reference to Exhibit 4.3 to Form 10-Q for the fiscal quarter ended September 30, 1988.

3.2                 Certificate of Limited Partnership for the Partnership; incorporated by reference to Exhibit 3.2 to
                    Registration Statement No. 33-20527 on Form S-11.

4.1                 Form of Class A limited Partnership Interest Unit Certificate; incorporated by reference to Exhibit 3.1
                    to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527on Form S-11.

4.2                 Form of Class B Limited Partnership Interest Unit Certificate; incorporated by reference to Exhibit 3.1
                    to Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.1                Purchase Agreement for Hitchcock Plaza; incorporated by reference to Exhibit 19.1 to Form 10-Q for the
                    fiscal quarter ended September 30, 1988.

10.2                Purchase Agreement for White Horse Plaza; incorporated by reference to Exhibit 19.2 to Form 10-Q for the
                    fiscal quarter ended September 30, 1988.

10.3                Purchase Agreement for Georgetown Landing; incorporated by reference to Exhibit 19.3 to Form 10-Q for the
                    fiscal quarter ended September 30, 1988.

10.4                Management Agreement for Hitchcock Plaza; incorporated by reference to Exhibit 19.4 to Form 10-Q for the
                    fiscal quarter ended September 30, 1988.

10.5                Management Agreement for White Horse Plaza; incorporated by reference to Exhibit 19.5 to Form 10-Q for
                    the fiscal quarter ended September 30, 1988.
</TABLE>


                                      -36-
<PAGE>   37

<TABLE>
<S>                 <C>
10.6                Management Agreement for Georgetown Landing; incorporated by reference to Exhibit 19.6 to Form 10-Q for
                    the fiscal quarter ended September 30, 1988.

10.7                Promissory Note secured by Mortgage on Hitchcock Plaza, with New York Life Insurance Company, as Payee;
                    incorporated by reference to Exhibit 19.7 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.8                Security Agreement relating to Hitchcock Plaza with New York Life Insurance Company, as Secured Party;
                    incorporated by reference to Exhibit 19.8 to Form10-Q for the fiscal quarter ended September 30, 1988.

10.9                Assignment of Lessor's Interest in Lease(s) relating to Hitchcock Plaza with New York Life Insurance
                    Company, as Mortgagee/Assignee; incorporated by reference to Exhibit 19.9 to Form 10-Q for the fiscal
                    quarter ended September 30, 1988.

10.10               Hitchcock Plaza Mortgage with New York Life Insurance Company; incorporated by reference to Exhibit 19.10
                    to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.11               Promissory Note secured by Mortgage on White Horse Plaza, with New York Life Insurance Company, as Payee;
                    incorporated by reference to Exhibit 19.11 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.12               Security Agreement relating to White Horse Plaza with New York Life Insurance Company, as Secured Party;
                    incorporated by reference to Exhibit 19.12 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.13               Assignment of Lessor's Interest in Lease(s) relating to White Horse Plaza with New York Life Insurance
                    Company, as Mortgagee/Assignee; incorporated by reference to Exhibit 19.13 to Form 10-Q for the fiscal
                    quarter ended September 30, 1988.

10.14               White Horse Plaza Mortgage with New York Life Insurance Company; incorporated by reference to Exhibit
                    19.14 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.15               Promissory Note secured by Mortgage on Georgetown Landing, with New York Life Insurance Company, as
                    Payee; incorporated
</TABLE>


                                      -37-
<PAGE>   38

<TABLE>
<S>                 <C>
                    by reference to Exhibit 19.15 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.16               Assignment of Lessor's Interest in Lease(s) relating to Georgetown Landing with New York Life Insurance
                    Company, as Mortgagee/Assignee; incorporated by reference to Exhibit 19.16 to Form 10-Q for the fiscal
                    quarter ended September 30, 1988.

10.17               Security Agreement relating to Georgetown Landing with New York Life Insurance Company, as Secured Party;
                    incorporated by reference to Exhibit 19.17 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.18               Georgetown Landing Mortgage with New York Life Insurance Company; incorporated by reference to Exhibit
                    19.18 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.19               Commitment letter between New York Life Insurance Company and MBB Development Associates; incorporated by
                    reference to Exhibit 10.7 to Registration Statement No. 33-20527 on Form S-11.

10.20               Commitment letter between New York Life Insurance Company and Dayton & Associates VII; incorporated by
                    reference to Exhibit 10.8 to Registration Statement No. 33-20527 on Form S-11.

10.21               Commitment letter between New York Life Insurance Company and Dayton & Associates VII; incorporated by
                    reference to Exhibit 10.9 to Registration Statement No. 33-20527 on Form S-11.

10.22               Hitchcock Center Lease with Goody's Family Clothing, Inc.; incorporated by reference to Exhibit 10.10 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.23               Hitchcock Center Lease with Franchise Enterprises, Inc.; incorporated by reference to Exhibit 10.11 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.24               Hitchcock Center Lease with Key Wholesale Corporation; incorporated by reference to Exhibit 10.12 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.
</TABLE>


                                      -38-
<PAGE>   39

<TABLE>
<S>                 <C>
10.25               Side Agreement Regarding Rent Guarantee between MBB Development Associates and the Partnership;
                    incorporated by reference to Exhibit 10.31 to Form 10-K for the fiscal year ended December 31, 1988.

10.26               Release and Termination of Lease between the Partnership and Key Wholesalers of Columbia, Inc.;
                    incorporated by reference to Exhibit 19.1 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.27               Hitchcock Center Lease between the Partnership and Southco, Inc.; incorporated by reference to Exhibit
                    19.2 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.28               Construction Agreement between the Partnership and Gillam & Associates, Inc. regarding Southco
                    renovations; incorporated by reference to Exhibit 19.3 to Form 10-Q for fiscal quarter ended June 30,
                    1989.

10.29               Agreement between the Partnership and MBB Development Associates regarding Southco renovations;
                    incorporated by reference to Exhibit 19.4 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.30               Hitchcock Center Lease with The Kroger Company; incorporated by reference to Exhibit 10.13 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.31               Hitchcock Center Lease with K-Mart Corporation; incorporated by reference to Exhibit 10.14 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.32               White Horse Plaza Lease with Wal-Mart Stores, Inc.; incorporated by reference to Exhibit 10.19 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.33               Amendment to Wal-Mart lease with White Horse Plaza; incorporated by reference to Exhibit 19.1 to Form
                    10-Q for fiscal quarter ended September 30, 1989.

10.34               Second Amendment to Wal-Mart lease with White Horse Plaza; incorporated by reference to Exhibit 19.2 to
                    Form 10-Q for fiscal quarter ended September 30, 1989.
</TABLE>


                                      -39-
<PAGE>   40

<TABLE>
<S>                 <C>
10.35               White Horse Plaza Lease with Winn-Dixie Greenville, Inc.; incorporated by reference to Exhibit 10.20 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.36               Georgetown Landing Transfer and Assignment of Lease with Rhonda and Leon Detzler; incorporated by
                    reference to Exhibit 10.24 to Pre- effective Amendment No. 1 to Registration Statement No. 33-20527 on
                    Form S-11.

10.37               Georgetown Landing Lease with Food Lion, Inc.; incorporated by reference to Exhibit 10.25 to
                    Pre-effective Amendment No. 1 to Registration Statement No. 33-20527 on Form S-11.

10.38               Letter Agreement dated January 14, 1991, amending the Georgetown Landing Lease with Coast-to-Coast
                    incorporated by reference to Exhibit 10.38 to Form 10-K as of fiscal year end December 31, 1990.

10.39               Advisory Agreement made as of September 1, 1991 between Brunner Companies Income Properties L.P. I and
                    Insignia GP Corporation and Insignia Financial Group, Inc. incorporated by reference to Exhibit 19.1 to
                    Form 10-Q for the fiscal quarter ended September 30, 1991.

10.40               First Amendment to Advisory Agreement changing effective date from September 1, 1991 to October 1, 1991
                    incorporated by reference to Exhibit 19.2 to Form 10-Q for the fiscal quarter ended September 30, 1991.

10.41               Management Agreement for Georgetown Landing made as of December 1, 1991 between Brunner Companies Income
                    Properties L.P. and Insignia Management Group, L.P. Incorporated by reference to Exhibit 10.41 to Form
                    10-K as of fiscal year end December 31, 1991.

10.42               Management Agreement for White Horse Plaza made as of December 1, 1991 between Brunner Companies Income
                    Properties L.P. I and Insignia Management Group, L.P. Incorporated by reference to Exhibit 10.42 to Form
                    10-K as of fiscal year end December 31, 1991.

10.43               Hitchcock Center Lease with Consolidated Stores Corporation incorporated by reference to Exhibit 10.43 to
                    Form 10-K as of fiscal year end December 31, 1991.
</TABLE>


                                      -40-
<PAGE>   41

<TABLE>
<S>                 <C>
10.44               Transfer Agent Agreement between Brunner Companies Income Properties L.P. I and Insignia GP Corporation
                    incorporated by reference to Exhibit 10.44 to Form 10-K as of fiscal year end December 31, 1991.

10.45               Letter Agreement amending Georgetown Landing Lease with Coast-to-Coast incorporated by reference to
                    Exhibit 10.45 to Form 10-K as of fiscal year end December 31, 1991.

10.46               Closing Agreement dated October 16, 1992 showing the acquisition of a majority of the outstanding stock
                    of 104 Management, Inc. by IBGP, Inc. incorporated by reference to Exhibit 2 to Form 8-K dated March 5,
                    1993.

10.47               Third loan modification and extension agreement, cross-pledge and default agreement, and mortgage
                    amendment agreement relating to Hitchcock Plaza effective September 29, 1995 by and between New York Life
                    Insurance Company and Brunner Companies Income Properties, L.P. I, a Delaware Limited Partnership
                    incorporated by reference to Exhibit 10.47 to Form 10-QSB for the fiscal quarter ended September 30,
                    1995.

10.48               Third loan modification and extension agreement, cross-pledge and default agreement, and mortgage
                    amendment agreement relating to Whitehorse Plaza effective September 29, 1995 by and between New York
                    Life Insurance Company and Brunner Companies Income Properties, L.P. I, a Delaware Limited Partnership
                    incorporated by reference to Exhibit 10.47 to Form 10-QSB for the fiscal quarter ended September 30,
                    1995.

10.49               Third loan modification and extension agreement, cross-pledge and default agreement, and mortgage
                    amendment agreement relating to Georgetown Landing effective September 29, 1995 by and between New York
                    Life Insurance Company and Brunner Companies Income Properties, L.P. I, a Delaware Limited Partnership
                    incorporated by reference to Exhibit 10.47 to Form 10-QSB for the fiscal quarter ended September 30,
                    1995.

10.50               Modification Agreement relating to Hitchcock Plaza with New York Life Insurance Company, as Secured
                    Party; incorporated by reference to Exhibit 10.50 to Form 10-KSB for the fiscal year ended December 31,
                    1998.
</TABLE>


                                      -41-
<PAGE>   42

<TABLE>
<S>                 <C>
10.51               Modification Agreement relating to White Horse Plaza with New York Life Insurance Company, as Secured
                    Party; incorporated by reference to Exhibit 10.51 to Form 10-KSB for the fiscal year ended December 31,
                    1998.

10.52               Modification Agreement relating to Georgetown Plaza with New York Life Insurance Company, as Secured
                    Party; incorporated by reference to Exhibit 10.52 to Form 10-KSB for the fiscal year ended December 31,
                    1998.

10.53               Loan Modification Agreement dated December 29, 1999 relating to Hitchcock Plaza with New York Life
                    Insurance Company, as Secured Party; incorporated by reference to Exhibit 10.53 to Form 10-KSB for the
                    fiscal year ended December 31, 1999.

10.54               Loan Modification Agreement dated December 29, 1999 relating to White Horse Plaza with New York Life
                    Insurance Company, as Secured Party; incorporated by reference to Exhibit 10.54 to Form 10-KSB for the
                    fiscal year ended December 31, 1999.

10.55               Loan Modification Agreement dated December 29, 1999 relating to Georgetown Plaza with New York Life
                    Insurance Company, as Secured Party; incorporated by reference to Exhibit 10.55 to Form 10-KSB for the
                    fiscal year ended December 31, 1999.

10.56               Loan Modification Agreement, dated June 29, 2000 relating to Georgetown Square, with New York Life
                    Insurance Company as Secured Party; incorporated by reference to Exhibit 10.56 to Form 10-QSB for the fiscal
                    quarter ended September 30, 2000.

10.57               Loan Modification Agreement, dated June 29, 2000 relating to Whitehorse Plaza, with New York Life Insurance
                    Company as Secured Party; incorporated by reference to Exhibit 10.57 to Form 10-QSB for the fiscal quarter
                    ended September 30, 2000.

10.58               Loan Modification Agreement, dated June 29, 2000 relating to Hitchcock Plaza, with New York Life Insurance
                    Company as Secured Party; incorporated by reference to Exhibit 10.58 to Form 10-QSB for the fiscal quarter
                    ended September 30, 2000.
</TABLE>


                                      -42-