ASHFORD PLACE
                              A LIMITED PARTNERSHIP

                            Financial Statements and
                                Auditor's Report

                           December 31, 2001 and 2000






<PAGE>






                                TABLE OF CONTENTS


                                      Page

Independent Auditors Report                                                    1

Financial Statements

         Balance Sheet                                                         2

         Statement of Income (Loss)                                            3

         Statement of Changes in Partners Capital                              4

         Statement of Cash Flow                                                5

         Notes to Financial Statements                                         6





<PAGE>


                        LEWIS P. COLBERT & ASSOCIATES, PC
                           Certified Public Accountant



                          INDEPENDENT AUDITOR'S REPORT

To the Partners
ASHFORD PLACE, Limited Partnership

     I have audited the accompanying balance sheet of ASHFORD PLACE, Limited
Partnership  as of  December  31,  2001,  and the related  statements  of income
(loss), changes in partners capital and cash flow for the year then ended. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my  audit.  I did  not  audit  the  balance  sheet  of  ASHFORD  PLACE,  Limited
Partnership as of December 31, 2000 or the related  statements of income (loss),
changes  in  partners  capital  and cash  flow for the year  then  ended.  Those
statements were audited by other auditors whose report has been furnished to me,
and my  opinion  for that  year is  based  solely  on the  report  of the  other
auditors.

     I conducted my audit in accordance with generally accepted auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I  believe  that my  audit  and the  report  of the  other  auditors  provide  a
reasonable basis for my opinion.

     In my opinion, based on my audit and the report of the other auditors,
the  financial  statements  referred to above  present  fairly,  in all material
respects,  the financial  position of ASHFORD PLACE,  Limited  Partnership as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.



May 6, 2002                            /s/LEWIS P. COLBERT & ASSOCIATES, PC
                                          LEWIS P. COLBERT & ASSOCIATES, PC





3750 W. Main Street,  Suite 106,  Norman,  Oklahoma  73072-4657  Telephone (405)
321-7284 Fax (405) 321-8581 email: patcolbert@lpccpa.com

                                       -1-


<PAGE>


                        ASHFORD PLACE LIMITED PARTNETSHIP
                                  Balance Sheet
                           December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                      <C>                       <C>
CURRENT ASSETS                                                2001                       2000
                                                         -----------               -----------
     Cash in banks - unrestricted                        $     4,678               $     1,431
                   - restricted - security deposits           15,928                    17,850
                                  cash reserve C.D.           28,070                    28,070
                                  replacement reserve         45,490                    29,683
                                - impound escrows             23,118                    10,227
     Prepaid expenses                                          3,192                         -
                                                         -----------               -----------

                                                             120,476                    87,261
                                                         -----------               -----------
PROPERTY AND EQUIPMENT
     Land improvements                                       432,875                   432,875
     Buildings                                             3,882,893                 3,882,893
     Furniture and fixtures                                  647,032                   647,032
                                                         -----------               -----------
                                                           4,962,800                 4,962,800
     Accumulated depreciation                               (782,470)                 (564,106)
                                                         ----------                -----------
                                                           4,180,330                 4,398,694
     Land                                                    102,670                   102,670
                                                         -----------               -----------
                                                           4,283,000                 4,501,364
                                                         -----------               -----------

TOTAL ASSETS                                             $ 4,403,476               $ 4,588,625
                                                         ===========               ===========

                        LIABILITIES AND PARTNERS CAPITAL
CURRENT LIABILITIES
     Real estate taxes payable                           $    16,800               $    16,827
     Trade accounts payable                                   16,221                     5,044
     Accrued expenses                                          2,221                         -
     Tenant security deposits                                 15,928                    17,850
     Mortgage payable                                      2,279,633                 2,305,112
                                                         -----------               -----------
                                                           2,330,803                 2,344,833
                                                         -----------               -----------
OTHER LIABILITIES
     Deferred developers fee                                 534,714                   534,714
     Due to related entities                                   2,500                         -
                                                         -----------               -----------

                                                             537,214                   534,714
                                                         -----------               -----------

PARTNERS CAPITAL                                           1,535,459                 1,709,078
                                                         -----------               -----------

TOTAL LIABILITIES AND PARTNERS
     CAPITAL                                             $ 4,403,476               $ 4,588,625
                                                         ===========               ===========
</TABLE>

       See accompanying notes to financial statements and auditors report.
                                       -2-


<PAGE>


                                  ASHFORD PLACE
                              A LIMITED PARTNERSHIP
                           Statement of Income (Loss)
                 For the Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>


                                                              2001                       2000
                                                              ----                       ----
<S>                                                      <C>                       <C>
REVENUE
     Rents                                               $ 447,020                 $   398,059
     Other income                                           19,794                      31,215
                                                         -----------               -----------
TOTAL REVENUE                                              466,814                     429,274
                                                         -----------               -----------

OPERATING EXPENSE
     Salaries-manager and leasing                           28,326                      56,604
     Management fees                                        22,600                      25,800
     Legal and professional                                  1,177                       9,279
     Office expenses                                         3,410                      18,840
     Marketing                                              14,930                       8,975
     Utilities                                              35,038                      32,752
     Telephone                                               5,898
     Maintenance and repairs                                67,934                      21,850
     Reporting fee                                           2,500
     Insurance                                              29,590                       4,603
     Property and other taxes                               33,802                      33,654
     Miscellaneous expenses                                  8,025                      11,202
                                                         -----------               -----------
                                                           253,230                     223,559
                                                         -----------               -----------
NET OPERATING INCOME (LOSS)                                213,584                     205,715
                                                         -----------               -----------

OTHER INCOME
     Interest income                                           657                           -
                                                         -----------               -----------

OTHER EXPENSES
     Mortgage interest                                     169,496                     171,306
     Depreciation                                          218,364                     218,364
                                                         -----------               -----------
                                                           387,860                     389,670
                                                         -----------               -----------

NET INCOME (LOSS)                                        $(173,619)                $  (183,955)
                                                         ===========               ============
</TABLE>


       See accompanying notes to financial statements and auditors report.
                                       -3-

<PAGE>


                                  ASHFORD PLACE
                              A LIMITED PARTNERSHIP

                    Statement of Changes in Partners Capital
                 For the Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>


                                                                General          Limited
                                            Total               Partners         Partners
                                          ----------            ----------       ---------

<S>                                    <C>                   <C>               <C>
         Balance January 1, 2000       $  1,893,033          $     69,269      $ 1,823,764

         Net loss year ended
         December 31, 2000                 (183,955)               (1,840)        (182,115)
                                          ----------            ----------       ---------

         Balance December 31, 2000        1,709,078                67,429        1,641,649

         Net loss year ended
         December 31, 2001                 (173,619)               (1,736)        (171,883)
                                          ----------            ----------       ---------

         Balance December 31, 2001     $  1,535,459          $     65,693      $ 1,469,766
                                          ==========            ==========       =========
</TABLE>








       See accompanying notes to financial statements and auditors report.
                                       -4-


<PAGE>


                                  ASHFORD PLACE
                              A LIMITED PARTNERSHIP

                             Statement of Cash Flow
                 For the Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                          2001                    2000
                                                                       ---------               ---------

<S>                                                                  <C>                    <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net income (loss)                                               $ (173,619)            $ (183,955)
     Depreciation                                                       218,364                218,364
     (Increase) decrease in prepaid expenses                             (3,192)                     -
     Increase (decrease) in current liabilities                          13,371                  5,349
     Increase (decrease) in related party payables                        2,500                      -
                                                                       ---------              -----------

NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES                                                               57,424                 39,758
                                                                       ---------              -----------

CASH FLOW FROM INVESTING ACTIVITIES
     (Increase) decrease in reserve C.D.                                      -                 18,304
     (Increase) decrease in replacement reserve                         (15,807)               (15,687)
     Increase (decrease) in impound escrows                             (12,891)               (10,227)
                                                                       ---------              -----------

NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES                                                              (28,698)                (7,610)
                                                                       ---------              -----------

CASH FLOW FROM FINANCING ACTIVITIES
     Decrease in mortgage payable                                       (25,479)               (23,671)
     Decrease in mortgage lender advance                                      -                (10,571)
                                                                       ---------              -----------

NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES                                                              (25,479)               (34,242)
                                                                       ---------              -----------

NET INCREASE (DECREASE) IN CASH                                           3,247                 (2,094)

CASH BEGINNING OF YEAR                                                    1,431                  3,525
                                                                       ---------              -----------

CASH END OF YEAR                                                     $    4,678             $    1,431
                                                                       =========              ===========
</TABLE>


       See accompanying notes to financial statements and auditors report.
                                       -5-


<PAGE>


                                  ASHFORD PLACE
                               LIMITED PARTNERSHIP
                          Notes to Financial Statements
                           December 31, 2001 and 2000

NOTE  1 -  GENERAL INFORMATION

     ASHFORD PLACE, A LIMITED PARTNERSHIP (the "Company") was formed as a
limited  partnership  under the laws of the State of Oklahoma on August 6, 1996,
for the  purpose of  constructing  and  operating a 100 unit  apartment  complex
located in Shawnee,  Oklahoma.  An Agreement of Limited  Partnership was entered
into on August 5, 1996, with E. Allen Cowen, II as general partner (later E.A.C.
Construction, Inc.) and Earnest Cowen and Dora Cowen as limited partners.

     On December 31, 1996, the Agreement of Limited Partnership was amended
and  restated  admitting  WNC Housing Tax Credit Fund V, L.P.,  Series 4 and WNC
Housing,L.P.  as additional  limited  partners with Earnest Cowen and Dora Cowen
withdrawing as a limited partners.

During  2002,  E.A.C.  Construction,  Inc.  withdrew as general  partner and was
replaced by WNC Oklahoma, L.L.C. At this point, the ownership is as follows: WNC
Oklahoma,L.L.C.,  general partner,  01.00%, WNC Housing Tax Credit Fund V, L.P.,
Series 4, limited partner, 98.99% and WNC Housing, L.P., limited partner,00.01%.
Profits  and losses are  allocated  to the  partners  in  accordance  with their
respective ownership percentage.

     The Company was awarded Low Income Housing Tax Credits in 1998, and
therefore  operates  its housing in  accordance  with Section 42 of the Internal
Revenue Code.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Accounting Estimates
--------------------
     The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Rental Property and Equipment
-----------------------------
     Rental property and equipment is stated at cost. Depreciation is
provided  using the straight line method over the estimated  useful lives of the
assets. The estimated useful lives are as follows:

                  Buildings                                40 years
                  Land Improvements                        15 years
                  Furniture, fixtures and appliances        7 years

     Major expenditures for renewals or improvements that maintain or extend
the assets useful life are capitalized, while expenditures for maintenance and
repairs are charged to expense as incurred.

                                       -6-

<PAGE>

                                  ASHFORD PLACE
                              A LIMITED PARTNERSHIP
                          Notes to Financial Statements
                           December 31, 2001 and 2000

Rental Income
-------------

     The rental property is generally leased to tenants who qualify under
the provisions of Section 42 of the Internal Revenue Code under one year leases.
Rental revenue is recognized on a straight line basis over the term of the lease
net of provisions for uncollectable amounts.

Income Taxes
------------
     Under the provisions of the Internal Revenue Code and applicable state
laws, the  Partnership is not directly  subject to income taxes;  the results of
its operations are includible in the tax returns of its partners.  Therefore, no
provision  for  income  tax has  been  included  in the  accompanying  financial
statements.

     The tax loss to the partners is higher than the financial statement
loss  due to the  utilization  of an  accelerated  depreciation  method  for tax
purposes.  The  following  is a  reconciliation  of the net loss  per  financial
statements and per the tax returns for:

                                                     2001              2000
Net loss per federal income tax return           $(210,882)        $(256,982)
Difference between tax and GAAP
         depreciation expense                       36,963            73,027
                                                   -------           -------
Net loss per accompanying financial statements   $(173,919)        $(183,955)
                                                   ========         ========

NOTE 3 - RELATED PARTY TRANSACTIONS
         A development fee has been capitalized into the basis of the rental
property. This fee is payable to the Developer, which is a related entity.

         The partnership owes its limited partner $2,500 and $0 at 12-31-01 and
12-31-00 respectively. These are reflected as Due to Related Entity in the Other
Liabilities section of the balance sheet.

         A Developer Fee in the amount of $591,714 was capitalized into the
basis of the rental property. A substantial amount of the developer fee is to be
deferred and paid by available cash from future partnership rental operations.
The deferred Developer Fee is $534,714 at 12-31-01 and 12-31-00 and is reflected
as a liability on the accompanying financial statements.


NOTE 4 - LONG TERM LIABILITIES

         During 1998 the Partnership paid off construction financing and entered
into permanent financing in the amount of $2,349,000 with Greystone Servicing
Corporation, Inc.

                                       -7-
<PAGE>

                                  ASHFORD PLACE
                              A LIMITED PARTNERSHIP
                          Notes to Financial Statements
                           December 31, 2001 and 2000

NOTE 4 - LONG TERM LIABILITIES-continued

         The financing carries an interest rate of 7.39% per annum with a thirty
year  amortization  and monthly payments of principal and interest in the amount
of  $16,247.98.  All unpaid  principal and interest is due January 1, 2029.  The
note  has as  its  collateral  all of the  real  and  personal  property  of the
Partnership. No partner is personally liable for the payment of this note.

        Aggregate maturities of principal for the next five years is as follows:
                  2002                               $ 27,427
                  2003                               $ 29,524
                  2004                               $ 31,782
                  2005                               $ 34,212
                  2006                               $ 36,827

         NOTE 5 - PROPERTY MANAGEMENT

         On Janaury 2, 2001, the Company entered into a Management Agreement
with  Pinnacle  Realty  Management  Company  whereby  Pinncale  would assume all
operational duties in return for a fee equal to $18 per unit until 90% occupancy
is achieved, thereafter, five percent (5%) of gross income from the property.

         Pinnacle Realty Management Company is unrelated in any form to any
owners, either general or limited partners, of the Partnership.

NOTE 6 - DISCLOSURE OF CERTAIN SIGNIFICANT RISKS
         Pursuant to Section 42 of the Internal Revenue Code of 1986, as
amended,  the Company was awarded low income housing tax credits by the Oklahoma
Housing Finance Agency (OHFA).  In accordance  with the  requirements of Section
42, the rental rates are restricted and only certain low income  individuals and
families  qualify as  tenants.  The Company  and its  property  are subject to a
regulatory agreement with OHFA.

NOTE 7 - LOW INCOME HOUSING TAX CREDITS (UNAUDITED)
         The Company was awarded low income housing tax credits by the Oklahoma
 Housing Finance Agency amounting to $3,901,360.



                                       -8-