SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10 - K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ending December 31, 1999      Commission file number 0-13693


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                       ------------------------------------
             (Exact name of registrant as specified in its charter)

         Massachusetts                                               13-6850434
         -------------                                               ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

3111 Paces Mill Road, Suite A-200, Atlanta, GA                          30339
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:              (770) 984-9500
                                                            --------------------

Securities registered pursuant to Section 12(b) of the Act:                None

Securities registered pursuant to Section 12(g) of the Act:



             Common Shares of Beneficial Interest without par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                  Yes X No___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. __

Based on the average bid and asking price on March 1, 2000 the aggregate  market
value  of  the  Registrant's  common  shares  of  beneficial  interest  held  by
non-affiliates of the Registrant was $1,353,638.

The number of shares outstanding as of March 15, 2000 was 1,100,491.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Trust's Proxy Statement relating to its 2000 Annual Meeting
          of Shareholders are incorporated by reference into Part III.


<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                               INDEX TO FORM 10-K
                        ----------------------------------

PART I........................................................................3
    ITEM 1   -  Business......................................................3
    ITEM 2   -  Properties....................................................6
    ITEM 3   -  Legal Proceedings.............................................7
    ITEM 4   -  Submission of Matters to a Vote of Shareholders...............7

PART II.......................................................................8
    ITEM 5   -  Market for Registrant's Shares of Beneficial Interest.........8
    ITEM 6   -  Selected Financial Information................................9
    ITEM 7   -  Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........................10
    ITEM 7A  -  Quantitative and Qualitative Disclosures About Market Risk ...15
    ITEM 8   -  Financial Statements and Supplementary Data...................16
    ITEM 9   -  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure...........................16

PART III......................................................................17
    ITEM 10 -  Directors and Executive Officers of the Registrant.............17
    ITEM 11 -  Executive Compensation.........................................17
    ITEM 12 -  Security Ownership of Certain Beneficial Owners
               and Management.................................................17
    ITEM 13 -  Certain Relationships and Related Transactions.................17

PART IV.......................................................................18
    ITEM 14 -  Exhibits, Financial Statements and Schedule and
               Reports on Form 8-K............................................18

Signatures ...................................................................21
<PAGE>

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Trust's actual results could differ materially from those projected
in the  forward-looking  statements.  Certain  factors  that might  cause such a
difference  are set forth in the section  entitled  "Certain  Factors  Affecting
Future  Operating   Results,"  in  the  relevant   paragraphs  of  "Management's
Discussion and Analysis of Results of Operations and Financial  Condition,"  and
elsewhere in this report.


                                     PART I
                                     ------

ITEM 1 - BUSINESS
-----------------

General Development of Business
-------------------------------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer to acquire
control of the Trust in order to rebuild  Vinings  assets by expanding  into the
multifamily  real  estate  markets  through  the  acquisition  of  garden  style
apartment  communities  which are  leased to  middle-income  residents.  Current
management  believes  that  these  investments  have the  potential  to  provide
attractive  sources of income to Vinings which will not only increase net income
and provide cash available for future distributions, but will increase the value
of Vinings' real estate portfolio as well.

Currently  Vinings  conducts all of its operations  through  Vinings  Investment
Properties, L.P. (the "Operating Partnership"),  a Delaware limited partnership.
As of December 31, 1999, the Trust was the sole 1% general partner and an 80.94%
limited  partner in the  Operating  Partnership.  (This  structure  is  commonly
referred to as an umbrella partnership REIT or an "UPREIT").

On April 29, 1999, the Operating  Partnership  offered, in a private transaction
pursuant to a Securities  Purchase  Agreement,  Series A  Convertible  Preferred
Partnership interests (the "Preferred Units"), the proceeds from which were used
to  acquire  thirteen  multifamily  communities  (collectively,  the  "Portfolio
Properties")   from  seventeen   limited   partnerships  and  limited  liability
companies.  Eight of the Portfolio  Properties were purchased through subsidiary
partnerships of the Operating  Partnership.  The remaining Portfolio  Properties
were purchased through a joint venture structure. (See Notes 3 and 4 to Vinings'
December 31, 1999 Consolidated Financial Statements.) As of December 31, 1999, a
total of 1,988,235  Preferred  Units had been issued for an  aggregate  purchase
price of  $8,450,000.  (See Note 5 to Vinings'  December  31, 1999  Consolidated
Financial  Statements.) On March 15, 2000 the Board of Trustees voted to convert
the Preferred Units into a newly created class of preferred shares of beneficial
interest in Vinings,  and  consequently  authorized  the  issuance of  1,988,235
preferred  shares  with the  same  rights,  preferences  and  privileges  as the
Preferred Units (the "Preferred Shares").  (See Note 15 to Vinings' December 31,
1999 Consolidated Financial Statements.)

Vinings  currently  owns,  through  wholly  owned  subsidiaries,  ten  apartment
communities totaling 1,520 units and a 75,000 square foot, single story business
park. In addition, Vinings holds a 20% interest in and is the general partner of
an unconsolidated joint venture, which owns through subsidiary partnerships five
additional  apartment  communities  totaling 968 units.  (See Note 4 to Vinings'
December 31, 1999 Consolidated  Financial Statements.) At December 31, 1999, the
average occupancy of Vinings'  portfolio,  including the communities held by the
unconsolidated joint venture, was 94%.
<PAGE>

Effective March 1, 2000, 628,927 shares of Vinings were purchased in a privately
negotiated transaction by the officers, one of their affiliates and an affiliate
of one of the Trustees from a limited  number of  shareholders,  which  included
three of the Trustees and certain of their affiliates (the "Stock Transaction").
In connection with the transaction, the three selling Trustees -- James D. Ross,
Martin H.  Petersen  and  Gilbert H. Watts,  Jr. --  resigned  from the Board of
Trustees.

Vinings has  elected to be taxed as a REIT under the  Internal  Revenue  Code of
1986, as amended.  As a REIT,  Vinings will  generally not be subject to federal
income  taxation on that  portion of its income that  qualifies  as REIT taxable
income to the extent that it  distributes  at least 95% of its taxable income to
its shareholders and satisfies certain other requirements.

As a result of the Stock Transaction, fewer than five shareholders own in excess
of 50% of the equity in Vinings.  On March 15, 2000, the Board of Trustees voted
to waive the ownership limitations in Vinings' Declaration of Trust with respect
to  shareholders  acquiring  shares  in the  Stock  Transaction  as well as with
respect to certain  holders of Preferred  Units who will be acquiring  Preferred
Shares. The Board is currently  considering  whether it is in the best interests
of shareholders  for Vinings to continue to qualify as a REIT for federal income
tax purposes in light of the restrictions  imposed on Vinings in order for it to
qualify as a REIT.  To maintain  its REIT status,  Vinings  would be required to
effect a change in its  ownership  structure  prior to June 30,  2000.  However,
there can be no assurances that the Trust will be successful in effecting such a
change prior to June 30, 2000.

Presently,  the  Board  does  not  believe  that  there  would be  negative  tax
consequences to the shareholders  should Vinings lose its REIT status due to the
fact  that the  Trust  is not  currently  generating  taxable  income.  However,
management is continuing to investigate all  alternatives  for maintaining  REIT
status as well as all consequences to the  shareholders  should Vinings lose its
REIT status.

Vinings'  executive  offices are located at 3111 Paces Mill Road,  Suite  A-200,
Atlanta, Georgia 30339, and its phone number is (770) 984-9500.


Financial Information About Industry Segments
---------------------------------------------

Vinings'  operations and  identifiable  long-term assets have been attributed to
the real estate  industry for the entirety of its existence.  While  investments
prior to the tender offer were  primarily  mortgage  loans,  currently  Vinings'
assets  are equity  investments.  Management  plans to  continue  making  equity
investments in the multifamily real estate markets.


Narrative Description of Business
---------------------------------

Vinings'  primary  objective is to continue to expand into the multifamily  real
estate markets through the  acquisition of garden style  apartment  communities,
which are leased to middle-income  residents.  The  middle-income  resident is a
more  stable and  broader  based  market,  often  referred  to as "the renter by
necessity."  Management  believes that middle market properties  provide greater
potential for appreciation  through  increased  revenues and cash flows than the
more expensive  high-end  apartment  communities,  which cater to "the renter by
choice."

Management  believes that these investments will provide  attractive  sources of
income to  Vinings,  which  will not only  provide  cash  available  for  future
distributions,  but will increase the value of Vinings' real estate portfolio as
well.
<PAGE>

In the past,  Vinings has reviewed each real estate  investment in its portfolio
on a quarterly  basis.  Management  plans to continue  this review as well as to
carefully review each acquisition to insure that Vinings makes sound investments
on behalf of its shareholders. In this regard, Vinings' Board has established an
Acquisition  Committee that must review and approve each  potential  acquisition
based on certain  investment  criteria  before it is  presented to the Board for
final approval.


Growth and Expansion Strategy
-----------------------------

Management  intends to implement its growth and expansion  strategy by targeting
properties  that have been under managed and/or under  maintained,  and purchase
such properties at a price which is below  replacement  cost.  Through strategic
value added and return  oriented  capital  improvements  and intensive  property
management,  the Trust  believes  that cash  flow,  and in turn  value,  will be
increased.  These  properties  may be  acquired  either for cash,  through  debt
financing,  in exchange  for shares of  beneficial  interest in the Trust or for
partnership units in its Operating  Partnership or any combination  thereof.  In
addition,  the Trust may seek to raise  capital  through  private  offerings for
specific  acquisitions or may seek to grow through mergers or combinations  with
other real estate companies whose objectives and goals are similar to its own.


Competition
-----------

Vinings  competes  with a  number  of  housing  alternatives  for its  residents
including  other  multifamily  communities and single family homes available for
rent as well as purchase.  This competition varies greatly from market to market
depending  on the  location  of  each  community  and  the  alternative  housing
available in that  particular  area. This  competition  could have an effect not
only on the  properties'  ability  to lease  rental  units but also on the rents
charged.

Vinings also competes with other investors for potential acquisitions, including
other REITs as well as other  private real estate  companies,  some of which may
have greater  resources  with which to purchase  projects  that the Trust may be
interested  in acquiring.  Vinings also  competes  with these  companies for its
source of equity,  whether from the public  markets or from  private  investors,
which  could  have an impact on  Vinings'  ability to  acquire  property  in the
future.


Advisory and Property Management Services
-----------------------------------------

On  January  1,  1999,  Vinings  entered  into  management  agreements  with VIP
Management,  LLC ("VIP"), an affiliate of the officers, who are also Trustees of
Vinings,  to provide  property  management  services  for a fee equal to varying
percentages  ranging  from three and one half to six percent of gross  revenues,
plus a fee for data  processing.  Prior to January 1, 1999,  Vinings had entered
into management  agreements with Vinings Properties,  Inc., also an affiliate of
the  officers  of  Vinings,   to  provide   property   management   services  on
substantially  the same terms as the current  agreements.  Up until December 31,
1998,  Peachtree  was  managed by a  third-party  property  management  firm not
affiliated with management.

In addition,  as a commitment to the  rebuilding  of Vinings,  prior to 1998 The
Vinings  Group,  Inc.,  the  parent  corporation  of  Vinings  Properties,  Inc.
(collectively  with VIP, "The Vinings Group"),  provided numerous services at no
cost to Vinings relating to administration,  acquisition,  and capital and asset
advisory services.  Certain direct costs paid on Vinings' behalf were reimbursed
to The Vinings Group.  Beginning  January 1, 1998, The Vinings Group has charged
Vinings for certain  overhead  charges.  Beginning August 1, 1999, the Trust has
also paid for its  pro-rata  share of rent,  administrative  and other  overhead
charges,  which includes reimbursing The Vinings Group for a pro-rata portion of
salaries and benefits for the officers and other employees providing services to
Vinings.
<PAGE>

Employees
---------

Vinings does not currently hire its own employees, as The Vinings Group has been
providing  services to the Trust as described  above.  In addition,  The Vinings
Group, as managing agent,  provides on-site property management services for the
Trust and during fiscal 1999,  the Trust paid a total of $265,280 to The Vinings
Group for these services.  At December 31, 1999,  Vinings,  through its managing
agent, had engaged 43 associates who performed on-site  management  services for
the communities and were paid with funds generated from the properties.


Environmental Policy
--------------------

Investments in real property create a potential for  environmental  liability on
the part of the Trust.  Owners of real property may be held liable for all costs
and liabilities  relating to hazardous  substances  present on or emanating from
their properties.  Current management  assesses on an as needed basis,  measures
that may need to be taken to comply with environmental laws and regulations.  In
the event that there is a potential of environmental  responsibility,  the costs
to comply with  environmental  laws and  regulations  would be estimated at that
time. At December 31, 1999, Vinings was not aware of any potential environmental
contamination relating to investments in its portfolio.


ITEM 2 - PROPERTIES
-------------------

As of December 31, 1999, Vinings directly owned ten apartment  communities and a
single-story  business park, Peachtree.  While Vinings still owns Peachtree,  it
intends to continue investing only in multifamily communities. Vinings' directly
owned real estate investments are summarized below by property:

                                 Date        No.      Amount of     Occupancy at
   Owned Properties            Acquired     Units    Investment       12/31/99
   ----------------            --------     -----      --------     ------------
 Cottonwood Apartments         05/01/99      120    $ 4,915,643          96%
 Delta Bluff Apartments        05/01/99      152      7,147,327          92%
 Foxgate Apartments            05/01/99      160      7,527,293          94%
 Hampton House Apartments      05/01/99      128      5,869,095          96%
 Heritage Place Apartments     05/01/99       80      3,314,055          95%
 Northwood Place Apartments    05/01/99      136      5,741,989          90%
 River Pointe Apartments       05/01/99      152      7,156,034         100%
 Trace Ridge Apartments        05/01/99      136      5,479,482          94%
 The Thicket Apartments        06/28/96      254      7,713,183          97%
 Windrush Apartments           12/19/97      202      7,378,876          98%
 Peachtree Business Center     04/12/90      N/A      2,167,217         100%
                                           -----    -----------     ------------
 Totals                                    1,520    $64,410,194          96%
                                           =====    ===========     ============
<PAGE>

In addition  as of December  31,  1999,  Vinings was the general  partner of and
owned a 20%  interest  in an  unconsolidated  Joint  Venture,  which  owned five
apartment communities summarized as follows:

      Joint Venture              Date        No.      Amount of     Occupancy at
       Properties              Acquired     Units    Investment       12/31/99
 -------------------------     --------     -----   -----------     ------------
 Bradford Place Apartments     05/01/99      240    $11,242,296          96%
 Cambridge  Apartments         05/01/99      120      5,778,944          83%
 The Landings Apartments       05/01/99      120      6,245,084          75%
 Riverchase Apartments         05/01/99      280     14,420,506          92%
 Southwind Apartments          05/01/99      208      8,529,058          94%
                                            ----    -----------     ------------
 Totals                                      968    $46,215,888          90%
                                            ====    ===========     ============


The above  investment  amounts are net of accumulated  depreciation.  All of the
properties  are  encumbered by fixed rate mortgage  loans,  except for Peachtree
Business  Center,  which  serves as  security  for the line of  credit.  Vinings
incorporates  herein by  reference  the  description  of owned real  property on
Schedule III and the notes thereto.


ITEM 3 - LEGAL PROCEEDINGS
--------------------------

None of Vinings'  properties  are presently  subject to any material  litigation
nor, to Vinings' knowledge,  is any material  litigation  threatened against the
Trust or any of its  properties,  other  than  routine  actions  or  claims  and
administrative  proceedings arising in the ordinary course of business.  Some of
these  claims  are  expected  to be  covered  by  insurance  and  all  of  which
collectively are not expected to have a material adverse effect on the business,
the financial condition, or the results of operations of Vinings.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
--------------------------------------------------------

No matters  were  submitted  to a vote of the  Trust's  shareholders  during the
fourth quarter of fiscal 1999.
<PAGE>


                                     PART II
                                     -------


ITEM 5 - MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST
---------------------------------------------------------------------

Stock Quotation
---------------

Vinings'  common  shares of  beneficial  interest  are  currently  traded on the
over-the-counter  Bulletin Board under the symbol "VIPIS." On March 1, 2000, the
closing   sales  price  for  Vinings'   common   shares,   as  reported  on  the
over-the-counter Bulletin Board, was $4.97.


Market Information
------------------

The high and low sales prices for each  quarterly  period during fiscal 1999 and
fiscal  1998,  which  reflect  inter-dealer  prices,   without  retail  mark-up,
mark-down or commission and may not necessarily  represent actual  transactions,
are as follows:

                   ------------------       ------------------
                          1999                     1998
                   ------------------       ------------------
Quarter Ended       High        Low          High        Low
-------------      ------      ------       -------     -----
March 31           4 5/16      3 1/2           5        3 1/4
June 30            4 3/8       3 9/16          5          3
September 30       4 3/8         4           5 7/8      3 3/4
December 31        4 5/8         4           4 3/4      3 7/8


Dividends
---------

Vinings  intends  to pay  distributions  to  shareholders  in  amounts  at least
sufficient to enable the Trust to qualify as a REIT.  For fiscal year 1999,  the
Trust  declared  cash  distributions  per share as shown below.  Vinings did not
declare or pay any cash  distributions  during fiscal 1998.  For a discussion of
the federal income tax consequences of these  distributions,  refer to Note 8 of
Vinings' December 31, 1999, Consolidated Financial Statements.

-----------    ------------   ------------
   Record         Payment       Dividend
    Date           Date          Amount
-----------    ------------   ------------
   8/16/99         9/1/99         $0.05
  11/26/99        12/8/99         $0.05


Sales of Unregistered Securities
--------------------------------

On April 29,  1999,  the  Operating  Partnership  offered  Preferred  Units in a
private  transaction.  The holders of  Preferred  Units are  entitled to receive
cumulative  preferential cash distributions at the per annum rate of $0.4675 per
Preferred Unit. Under certain circumstances,  the holders of Preferred Units may
convert  any part or all of such  Preferred  Units  into  common  units,  common
shares, or shares of preferred  interests of Vinings. As of December 31, 1999, a
total of 1,988,235  Preferred  Units had been issued for an  aggregate  purchase
price of  $8,450,000.  On March 15, 2000, the Board of Trustees voted to convert
the  Preferred  Units and  concurrently  authorized  the  issuance of  1,988,235
Preferred  Shares.  For more information with respect to such sale, refer to our
current  report on Form 8-K,  filed on May 10,  1999.  (See Note 15 to  Vinings'
December 31, 1999, Consolidated Financial Statements.)


Holders
-------

Vinings had 660 holders of record of its common shares of beneficial interest as
of March 21, 2000.
<PAGE>
ITEM 6 - SELECTED FINANCIAL INFORMATION

The following  table sets forth selected  financial  information for Vinings and
should be read in  conjunction  with  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations," as well as Vinings' December 31,
1999 Consolidated  Financial  Statements,  which are made a part of this report.
All share and per share  information  have been  restated to reflect the 1-for-8
reverse share split on July 1, 1996.
<TABLE>
<CAPTION>


                                                                      For the year ended December 31,
                                                -----------------------------------------------------------------------------
                                                     1999             1998            1997           1996            1995
                                                --------------   -------------    ------------   ------------    ------------

<S>                                               <C>             <C>             <C>            <C>             <C>
Revenues                                          $ 9,341,144     $ 4,102,003     $ 2,478,824    $ 1,796,917     $ 3,244,908
Expenses                                            9,898,237       3,998,110       3,146,005      2,580,195       1,779,475
                                                --------------   -------------    ------------   ------------    ------------
Income (loss) before loss on
    real estate investments                          (557,093)        103,893        (667,181)      (783,278)      1,465,433
Loss on real estate investments                             -               -               -        (26,800)       (886,887)
                                                --------------   -------------    ------------   ------------    ------------
Income (loss) before equity in loss of
   unconsolidated Joint Venture and minority
   interests                                         (557,093)        103,893        (667,181)      (810,078)        578,546

Equity in loss of unconsolidated Joint Venture       (137,366)              -               -              -               -
                                                --------------   -------------    ------------   ------------    ------------
Income (loss) before minority interests              (694,459)        103,893        (667,181)      (810,078)        578,546

Less Minority interests in Operating Partnership:
    Preferred partnership interests                  (903,344)              -               -              -               -
    Common partnership interests                      288,553         (18,900)          5,464              -               -
                                                --------------   -------------    ------------  -------------    ------------
Net income (loss)                                 $(1,309,250)       $ 84,993     $  (661,717)   $  (810,078)    $   578,546
                                                ==============   =============    =============  ============    ============


Net income (loss) per share - basic and diluted        $(1.19)          $0.08          $(0.61)        $(0.75)         $ 0.54
                                                ==============   =============    ============   ============    ============

Weighted average shares outstanding - basic         1,100,501       1,090,701       1,080,513      1,080,528       1,080,625
                                                ==============   =============    ============   ============    ============

Weighted average shares outstanding - diluted       1,343,047       1,336,391       1,089,435      1,080,528       1,080,625
                                                ==============   =============    ============   ============    ============


Dividends declared and paid:
Ordinary income                                         $  -          $ -             $ -             $   -           $   -
Return of capital                                        0.10           -               -              16.88           12.24
                                                --------------   -------------    ------------   ------------    ------------
Total dividends declared and paid                       $0.10         $ -             $ -             $16.88          $12.24
                                                ==============   =============    ============   ============    ============


Total assets                                      $69,114,314     $19,148,178     $18,989,558    $11,519,469     $21,878,357
                                                ==============   =============    ============   ============    ============
Shareholders' equity                              $ 1,007,617     $ 2,426,972     $ 2,268,803    $ 2,232,548     $21,284,112
                                                ==============   =============    ============   ============    ============

</TABLE>



<PAGE>


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
----------------------------------------------------------

OVERVIEW
--------

Vinings Investment  Properties Trust ("Vinings" or the "Trust") was organized on
December  7, 1984 as a mortgage  real estate  investment  trust  ("REIT")  whose
original plan was to liquidate within  approximately  ten years. On February 28,
1996,  Vinings Investment  Properties,  Inc. completed a tender offer to acquire
control  of the Trust and to  rebuild  Vinings'  assets  by  expanding  into the
multifamily  real  estate  markets  through  the  acquisition  of  garden  style
apartment  communities  which are  leased to  middle-income  residents.  Current
management  believes that these investments will provide  attractive  sources of
income to  Vinings  that will not only  increase  net income  and  provide  cash
available for future distributions, but will increase the value of Vinings' real
estate portfolio as well.

Currently  Vinings  conducts all of its operations  through  Vinings  Investment
Properties,  L.P. (the  "Operating  Partnership").  As of December 31, 1999, the
Trust was the sole 1%  general  partner  and an 80.94%  limited  partner  in the
Operating  Partnership.  (This structure is commonly  referred to as an umbrella
partnership REIT or an "UPREIT").

On April 29, 1999, the Operating  Partnership  offered, in a private transaction
pursuant to a  Securities  Purchase  Agreement,  Series A Preferred  Partnership
interests  (the  "Preferred  Units").  See Note 5 to Vinings'  December 31, 1999
Consolidated Financial Statements. As of December 31, 1999, a total of 1,988,235
Preferred  Units had been issued for an aggregate  purchase price of $8,450,000,
the proceeds from which were used to acquire  thirteen  multifamily  communities
(collectively,  the "Portfolio  Properties") from seventeen limited partnerships
and  limited  liability  companies.  Eight  of  the  Portfolio  Properties  (the
"Mississippi  Properties") were purchased through subsidiary partnerships of the
Operating  Partnership.  The remaining Portfolio  Properties (the "Joint Venture
Properties")  were  purchased  through a joint  venture  in which the  Operating
Partnership has a 20% limited  partner  interest and is the general partner (the
"Joint  Venture").  See Notes 3 and 4 to Vinings' December 31, 1999 Consolidated
Financial Statements.

The following  discussion and analysis of the financial condition and results of
operations  should be read in  conjunction  with the  accompanying  consolidated
financial statements of Vinings and the notes thereto.


RESULTS OF OPERATIONS
---------------------

Comparison of Operating Results of 1999 to Operating Results of 1998
--------------------------------------------------------------------

Total revenues increased $5,239,141 or 128%, from $4,102,003 to $9,341,144,  due
primarily to the fact that Vinings  continued its growth and expansion  with the
acquisition of the Mississippi Properties on May 1, 1999.

Rental  and  other  property  revenues  increased  $5,209,287,   or  127%,  from
$4,099,920  to  $9,309,207.  $5,123,614 of this increase was due to the revenues
generated in connection with the Trust's ownership of the Mississippi Properties
for the eight  months  ended  December  31,  1999,  which  were not in  Vinings'
portfolio  during 1998.  There were also  increases  to Windrush  and  Thicket's
rental and other property revenues of $56,616 and $26,068, respectively.

Interest  and other  income  increased  $29,854  from  $2,083 to  $31,937.  This
increase was due primarily to interest  earned on earnest money deposits held in
escrow in connection  with the acquisition of the  Mississippi  Properties,  and
interest earned on replacement reserve accounts.
<PAGE>

Property  operating and maintenance  expense  increased by $1,961,172,  or 119%,
from $1,652,207 to $3,613,379. Of this increase,  $2,037,188 was due to expenses
generated in connection with the Trust's ownership of the Mississippi Properties
for the eight  months  ended  December  31,  1999,  which  were not in  Vinings'
portfolio  during  1998.  This  increase  was offset by  decreases  in operating
expenses  totaling  $76,016,  of which  $47,651 was due  primarily to savings in
Thicket's  cable TV expense and salary and benefits  expense and $23,736 was due
to reduced maintenance expense, utilities and commissions at Peachtree.

Depreciation and amortization increased by $1,065,753, or 165%, from $647,760 to
$1,713,513.  This  increase  is  due  primarily  to  depreciation  generated  in
connection  with the Trust's  ownership of the  Mississippi  Properties  for the
eight months  ended  December  31,  1999,  which were not in Vinings'  portfolio
during 1998. There was a slight increase in Windrush and Thicket's  depreciation
due to capital additions.

Amortization  of deferred  financing  costs  increased by $19,495,  or 63%, from
$30,903 to $50,398,  due to costs incurred in connection with the refinancing of
the line of credit.

Interest expense increased  $2,503,241,  or 188%, from $1,329,277 to $3,832,518,
due primarily to the mortgage interest  generated in connection with the Trust's
ownership of the Mississippi  Properties for the eight months ended December 31,
1999,  which  were not in the  Vinings'  portfolio  during  1998.  In  addition,
interest  on  Vinings'  line of credit  decreased  slightly  due to the  reduced
balance on the line of credit  during  fiscal  1999.  Windrush  and  Thicket had
slight decreases in interest expense due to principal amortization.

General and administrative  expense increased $89,556,  or 15%, from $598,873 to
$688,429.  This  increase  consists  of: (1)  overhead  allocations  paid to The
Vinings Group totaling $58,902;  (2) accounting and audit fees totaling $45,624;
(3) office expense totaling $23,750;  (3) legal expense totaling $7,769; and (4)
trustee  expense  totaling  $5,866.  These increases are offset by the following
decreases:  (1) abandoned project expense totaling  $34,531;  (2) travel expense
totaling $11,285; and (3) investor relations expense totaling $5,866.

The Unusual item, net totaling  ($260,910) in 1998,  relates to costs  incurred,
net  of  settlement  proceeds,   in  connection  with  litigation  involving  an
acquisition in which the seller breached its contract with the Trust.
There were no costs incurred in this regard during 1999.

Vinings had a loss before  equity in loss of  unconsolidated  Joint  Venture and
minority  interests  of  $557,903  for fiscal  1999,  as  compared  to income of
$103,893 for fiscal  1998-representing  a decrease of $661,796.  The majority of
this  decrease  is due to the loss  generated  in  connection  with the  Trusts'
ownership of the Mississippi  Properties for the eight months ended December 31,
1999, which were not in the Vinings' portfolio during fiscal 1998.

Vinings  had equity in loss of  unconsolidated  Joint  Venture of  $137,366  for
fiscal  1999.  This  loss  is  due  to  the  Trust's  equity  ownership  in  the
unconsolidated Joint Venture for the eight months ended December 31, 1999, which
was not held by Vinings'  portfolio  during fiscal 1998. (See Note 4 to Vinings'
December 31, 1999 Consolidated Financial Statements.)

The minority  interest of common  partnership  interests  for fiscal 1999 totals
($288,553),  as compared to ($18,900) for fiscal 1998. The minority  interest of
preferred  partnership  interests represents the accrued preferred 11% return on
the Preferred Units ($623,341) and the accrued pro rata  liquidation  preference
of $0.21 per Preferred Unit  ($280,003) for fiscal 1999. The Preferred Units had
not been issued during fiscal 1998 (See Note 5).


Comparison of Operating Results of 1998 to Operating Results of 1997
--------------------------------------------------------------------

Total  revenues  increased  $1,623,179,  or 65%,  from  $2,478,824 to $4,102,003
primarily  due to the fact that Vinings  continued  to implement  its growth and
expansion strategy with the acquisition of Windrush in December, 1997.

Rental and other property revenues increased $1,623,174, or 66%, from $2,476,746
to  $4,099,920  due  primarily to the  revenues  generated  in  connection  with
Vinings' ownership of Windrush for an entire year during fiscal 1998 as compared
to less than one month during  fiscal 1997.  Revenues from Thicket and Peachtree
also increased by $122,340 and $29,190, respectively.

Property  operating and maintenance  expense  increased  $659,281,  or 66%, from
$992,926 to $1,652,207. Of this increase, $633,662 represents expenses generated
in  connection  with  Vinings'  ownership  of Windrush for an entire year during
fiscal 1998 as compared to less than one month during  fiscal 1997.  Peachtree's
operating and maintenance  expense  increased $24,889 from fiscal 1997 to fiscal
1998 due to various  maintenance  and repair  items,  while  Thicket's  remained
constant.

Depreciation  and  amortization  increased  $214,749,  or 50%,  from $433,011 to
$647,760.  Of this increase,  $193,541 relates to Vinings' ownership of Windrush
for an entire year during  fiscal 1998 as compared to less than one month during
fiscal 1997.  Depreciation on Thicket and Peachtree  increased only slightly due
to additional improvements made during fiscal 1998.

Interest  expense  increased  $512,726,  or  63%  from  $816,551  to  $1,329,277
primarily due to Vinings' ownership of Windrush for an entire year during fiscal
1998 as compared to less than one month during fiscal 1997.  Interest expense on
the line of credit increased  $22,894 due to the increased balance during fiscal
1998.

General and  administrative  expense increased $262,498 or 78%, from $336,375 to
$598,873. Of this increase,  $105,000 represents overhead  reimbursements to The
Vinings Group (see Note 7 to Vinings' December 31, 1999  Consolidated  Financial
Statements);  $80,000 represents compensation expense relating to the Restricted
Stock  awarded  on July 1, 1998  (see  Note 13 to  Vinings'  December  31,  1999
Consolidated  Financial  Statements);  $51,589  represents  legal and accounting
fees; and $23,628 relates to travel and abandoned pursuit costs.

The unusual item,  net totaling  ($260,910)  included in operating  expenses for
fiscal 1998 relates to the costs incurred,  net of the settlement  proceeds,  in
connection with litigation involving an acquisition in which the seller breached
its contract with the Trust.  The costs incurred  during fiscal 1997 of $532,185
include due diligence costs incurred in connection with the proposed acquisition
such as environmental and engineering reports,  independent  financial analysis,
investor  appraisal  costs  and  legal  contract  negotiations.  The net cost to
Vinings in connection with the entire transaction totaled $271,275. (See Note 14
to Vinings' December 31, 1999 Consolidated Financial Statements).

Vinings had income  before  minority  interest  of  $103,893  for fiscal 1998 as
compared  to a loss of $667,181  for fiscal  1997,  representing  an increase of
$771,074.  The  minority  interest of ($5,464)  for fiscal 1997  represents  the
allocation of losses for the short period in December 1997 during which Units in
the  Operating  Partnership  were held.  The  minority  interest for fiscal 1998
totaled $18,900.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Net cash  provided by operating  activities  increased  $524,478,  or 85%,  from
$614,612 to  $1,139,090  for fiscal 1999.  This increase is due primarily to the
Trust's  ownership  of the  Mississippi  Properties  for the eight  months ended
December 31, 1999, which were not in the Trust's portfolio during fiscal 1998.

Cash flows used in investing  activities are made up of the following items: (1)
cash used to purchase the  Mississippi  Properties  during the second quarter of
1999 totaling  $6,066,073;  (2) cash  investment  in the Joint Venture  totaling
$1,705,100  during  the  second  quarter  of  1999;  (3) cash  used for  capital
expenditures at the properties, which increased $247,352, or 169%, from $146,420
to $393,772 due primarily to Vinings'  ownership of the  Mississippi  Properties
for the  eight  months  ended  December  31,  1999,  which  were not in  Trust's
portfolio  during  fiscal  1998 and (4)  distributions  received  from the Joint
Venture in the third quarter of fiscal 1999 totaling $15,760.

Cash flows provided by financing  activities  increased by $7,630,656 for fiscal
1999,  as  compared  to the  same  period  in  fiscal  1998.  Of this  increase,
$8,450,000 was provided by the Operating Partnership's issuance of the Preferred
Units,  which was offset by cash used for: (1) deferred financing costs totaling
$29,242  relating  to the  refinancing  of the line of credit  during the second
quarter of fiscal 1999; (2) cash used to make  principal  repayments on the line
of credit totaling  $285,000 during fiscal 1999 as compared to draw downs on the
line of credit  totaling  $281,896 for the same period during  fiscal 1998;  (3)
cash used to make  principal  repayments  on  mortgage  notes  payable  totaling
$257,645  during  fiscal 1999 as compared to  principal  repayments  on mortgage
notes payable totaling  $144,501 for the same period during fiscal 1998; and (4)
distributions to common shareholders totaling $110,042 during fiscal 1999.

The cash held by Vinings at December 31, 1999,  plus the cash flow from Vinings'
assets,  including the investment in the Joint  Venture,  is expected to provide
sources of liquidity to allow Vinings to meet all current operating obligations.
Management  plans to continue ongoing  discussions  with capital  sources,  both
public and private,  as well as explore financing  alternatives,  so as to allow
the Trust to continue to expand and grow its income producing investments.


RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

Vinings adopted Statements of Financial  Accounting  Standards ("SFAS") No. 130,
"Reporting of Comprehensive  Income," during 1998, which  establishes a standard
for  reporting  and  display  of   comprehensive   income  and  its  components.
Comprehensive  income is the total of net income and all other nonowner  changes
in shareholders'  equity. As of December 31, 1999 and 1998, Vinings had no items
of other comprehensive income.

Vinings also adopted SFAS No. 131,  "Disclosures About Segments of an Enterprise
and Related  Information,"  during 1998,  which  establishes  new  standards for
disclosure of segment  information on the so called  "management  approach." The
management  approach is based on the way that the chief operating decision maker
organizes segments within a company for making operating decisions and assessing
performance.   Since  Vinings'  real  estate   portfolio  has  similar  economic
characteristics,  customers,  and products and services,  Vinings  evaluates the
operating performance of its real estate portfolio as one reportable segment, on
the same basis of presentation for internal and external  reporting.  Therefore,
no additional segment information is presented herein.
<PAGE>

YEAR 2000
---------

The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness  Disclosure Act of
1998.

The "Year 2000 issue" is the phrase used to describe the various problems caused
from  the  improper  processing  of  dates  and date  sensitive  information  by
computers and other  machinery and equipment.  The Year 2000 issue is the result
of many computer  programs  recognizing a date ending with "00" as the year 1900
rather than the year 2000,  causing potential system failures or miscalculations
which could result in disruptions of normal business operations.

Vinings has assessed the potential  impact Year 2000 may have on its  operations
and has  implemented  a requisite  course of action  internally  to minimize its
impact and to ensure that neither  significant  costs nor  disruption  of normal
business  operations are  encountered.  However,  there is no guarantee that the
business of the Trust with outside vendors and other associated entities,  which
affect the Trust,  will be Year 2000 compliant,  and therefore,  Vinings remains
susceptible  to  consequences  of the Year  2000  issue.  As of the date of this
report, Vinings has not encountered any Year 2000 disruptions of normal business
operations.

During  fiscal 1999 Vinings  incurred  costs to purchase  computer  hardware and
related software for its on-site resident  management systems at the Mississippi
Properties. These systems were Year 2000 compliant when purchased and would have
been  purchased  regardless  of the Year 2000 issue.  The costs to implement the
resident management systems totaled approximately $38,200.

The financial and  accounting  systems  Vinings uses are shared with The Vinings
Group. The costs incurred to upgrade these systems totaled approximately $70,000
and are in the form of  monthly  lease  payments  of  $1,178,  which  expire  in
November  2002.  Currently  these lease  payments  are a shared cost between the
Trust and The Vinings  Group.  Vinings does not anticipate  additional  costs to
upgrade or modify any of its systems for Year 2000 compliance.

The information  provided above regarding Vinings' Year 2000 compliance includes
forward-looking  statements  based on  management's  best  estimates  of  future
events.  Such   forward-looking   statements  involve  risks  and  uncertainties
including the  possibility of future Year 2000 problems,  the ability to correct
any future Year 2000 issues that could have a serious  impact on operations  and
the  possibility  that third party suppliers may have future Year 2000 problems.
There can be no assurance  that any of the factors or  statements  regarding the
Trust's Year 2000 compliance will not change and that any change will not affect
the accuracy of the Trust's forward-looking statements.


OTHER MATTERS
-------------

Effective March 1, 2000, 628,927 shares of Vinings were purchased in a privately
negotiated transaction by the officers, one of their affiliates and an affiliate
of one of the Trustees from a limited  number of  shareholders,  which  included
three of the Trustees and certain of their affiliates (the "Stock Transaction").
In connection with the Stock Transaction, the three selling Trustees -- James D.
Ross, Martin H. Petersen and Gilbert H. Watts,  Jr.-- resigned from the Board of
Trustees.

As a result of the Stock Transaction, fewer than five shareholders own in excess
of 50% of the equity in Vinings.  On March 15, 2000, the Board of Trustees voted
to waive the ownership limitations in Vinings' Declaration of Trust with respect
to  shareholders  acquiring  shares  in the Stock  Transaction,  as well as with
respect to certain  holders of Preferred  Units who will be acquiring  Preferred
Shares. The Board is currently  considering  whether it is in the best interests
of shareholders  for Vinings to continue to qualify as a REIT for federal income
tax purposes in light of the restrictions  imposed on Vinings in order for it to
qualify as a REIT.  To maintain  its REIT status,  Vinings  would be required to
effect a change in its  ownership  structure  prior to June 30,  2000.  However,
there can be no assurances that the Trust will be successful in effecting such a
change prior to June 30, 2000.

Presently,  the  Board  does  not  believe  that  there  would be  negative  tax
consequences to the shareholders  should Vinings lose its REIT status due to the
fact  that the  Trust  is not  currently  generating  taxable  income.  However,
management is continuing to investigate all  alternatives  for maintaining  REIT
status as well as all consequences to the  shareholders  should Vinings lose its
REIT status.

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Vinings' actual results could differ materially from those set forth in
the  forward-looking  statements.  Certain  factors  that  might  cause  such  a
difference  include  the  following:   the  inability  of  Vinings  to  identify
properties  for  acquisition;  the  inability  of Vinings to continue to acquire
properties in the future; the less than satisfactory performance of any property
which might be acquired by Vinings;  the inability to access the capital markets
in order to fund Vinings'  present growth and expansion  strategy;  the cyclical
nature of the real estate market  generally and locally in Georgia,  Mississippi
and the surrounding  southeastern  states;  the national economic  climate;  the
local economic climate in Georgia,  Mississippi and the surrounding southeastern
states; the local real estate conditions and competition in Georgia, Mississippi
and the surrounding  southeastern  states; the ability of Vinings to correct any
future Year 2000 sensitive problems; and the inability of Vinings to continue to
qualify as a REIT.  There can be no assurance that, as a result of the foregoing
factors,  Vinings' growth and expansion  strategy will be successful or that the
business and operations of Vinings will not be adversely affected thereby.
<PAGE>


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Vinings is exposed to market  risk from  changes in  interest  rates,  which may
adversely affect its financial  position,  results of operations and cash flows.
In seeking  to  minimize  the risks from  interest  rate  fluctuations,  Vinings
manages  exposures  through  its regular  operating  and  financing  activities.
Vinings  does not use  financial  instruments  for trading or other  speculative
purposes.  Vinings  is exposed  to  interest  rate risk  primarily  through  its
borrowing  activities,  which are  described in Note 6 to Vinings'  December 31,
1999 Consolidated  Financial  Statements.  All of Vinings'  borrowings are under
fixed rate instruments, except the line of credit, which is at prime plus 1%. As
of December  31, 1999,  Vinings'  exposure to market risk has changed due to the
acquisition  of the  Mississippi  Properties  and the  assumption of the related
mortgage indebtedness. However, Vinings has determined that there is no material
market  risk  exposure  to  its  consolidated  financial  position,  results  of
operations  or cash flows due to changes in interest  rates because of the fixed
rate nature of its long-term debt.

The following table presents  principal  reductions and related weighted average
interest rates by year of expected  maturity for Vinings' debt obligations as of
December 31, 1999:

<TABLE>

<CAPTION>
                                                                                             Fair Value
                                                                          There-             December
(In Thousands)                 2000     2001     2002      2003    2004    after    Total    31, 1999
-------------------------------------------------------------------------------------------------------
<S>                            <C>      <C>      <C>       <C>     <C>    <C>      <C>       <C>

Principal Reductions
  In Mortgage Notes            $  333   $362     $393    $7,315    $367  $46,305   $55,075    $55,075

Average Interest Rates          8.63%  8.63%    8.63%     8.63%   8.58%    8.58%     8.63%      8.63%

Line Of Credit                 $1,715    -        -         -       -        -     $ 1,715    $ 1,715

Interest Rate                   9.75%    -        -         -       -        -       9.75%      9.75%
-------------------------------------------------------------------------------------------------------

</TABLE>


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated  financial  statements and supplementary  data are listed under
Item 14(a) and filed as part of this report on the pages indicated.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

The  information  required by this Item 9 was  previously  reported in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on February
23, 2000 and is incorporated herein by reference.
<PAGE>


                                    PART III
                                    --------

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

The information concerning the Trustees and Executive Officers of the Registrant
required  by Item 10  shall  be  included  in the  Proxy  Statement  to be filed
relating  to the 2000 Annual  Meeting of the  Registrant's  shareholders  and is
incorporated herein by reference.


ITEM 11 - EXECUTIVE COMPENSATION
--------------------------------

The information concerning the Trustees and Executive Officers of the Registrant
required  by Item 11  shall  be  included  in the  Proxy  Statement  to be filed
relating  to the 2000 Annual  Meeting of the  Registrant's  shareholders  and is
incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

The information concerning Ownership of Certain Beneficial Owners and Management
required  by Item 12  shall  be  included  in the  Proxy  Statement  to be filed
relating  to the 2000 Annual  Meeting of the  Registrant's  shareholders  and is
incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

The  information  concerning  Certain  Relationships  and  Related  Transactions
required  by Item 13  shall  be  included  in the  Proxy  Statement  to be filed
relating  to the 2000 Annual  Meeting of the  Registrant's  shareholders  and is
incorporated herein by reference.
<PAGE>


                                     PART IV
                                     -------

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE AND REPORTS ON FORM 8-K

14(a) (1) and (2) Index to Consolidated Financial Statements and Schedule
                                                                            Page
                                                                            ----
 Report of Independent Public Accountants.....................................22

 Report of Independent Public Accountants.....................................23

 Consolidated Balance Sheets--As of December 31, 1999 and 1998................24

 Consolidated Statements of Operations--For the years ended
 December 31, 1999, 1998 and 1997.............................................25

 Consolidated Statements of Shareholders' Equity--For the years ended
 December 31, 1999, 1998 and 1997.............................................26

 Consolidated Statements of Cash Flows--For the years ended
 December 31, 1999, 1998 and 1997.............................................27

 Notes to Consolidated Financial Statements--For the years ended
 December 31, 1999, 1998 and 1997.............................................28

 Schedule III - Real Estate and Accumulated Depreciation......................43



 14(a) (3) Exhibits
<TABLE>

Exhibit No.     Description
----------      -----------
<S>             <C>
   3.1          Third  Amended and Restated  Declaration  of Trust of Vinings  (incorporated  by reference as
                Exhibit 3.1 to Vinings'  Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
                1999, No. 0-13693).

   3.2          Amended  and  Restated  Bylaws of the Trust  (incorporated  by  reference  as Exhibit  3.2 to
                Vinings' Registration Statement on Form S-11, No. 2-94776).

  10.1          Vinings  Investment  Properties Trust 1997 Stock Option and Incentive Plan as approved by the
                Shareholders  on July 1, 1997  (incorporated  by reference as Exhibit A to Vinings' report on
                Form Schedule 14A filed on May 28, 1997).

  10.2          Amended and Restated Agreement of Limited Partnership of Vinings Investment Properties,  L.P.
                (incorporated  by reference as Exhibit  10.1 to Vinings'  Annual  Report on Form 10-K for the
                fiscal year ended December 31, 1997, No. 0-13693).

  10.3          First  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.2 to the Vinings'
                Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).
<PAGE>
  10.4          Second  Amendment to the Amended and Restated  Agreement  of Limited  Partnership  of Vinings
                Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.3 to the Vinings'
                Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

  10.5          Third Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                Investment Properties, L.P. (incorporated by reference as Exhibit 10.4 on Form 10-K for year
                ended December 31, 1998).

  10.6          Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                Investment Properties, L.P. (incorporated by reference as Exhibit 10.5 on Form 10-K for year
                ended December 31, 1998).

  10.7          Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                Investment Properties, L.P. (incorporated by reference as Exhibit 10.6 on Form 10-K for year
                ended December 31, 1998).

  10.8          Sixth  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                Investment  Properties,  L.P.,  dated as of April 29,  1999  (incorporated  by  reference  as
                Exhibit 4.1 to the Trust's report on Form 8-K filed on May 7, 1999).

  10.9          Promissory Note dated April 27, 1999 between Vinings  Investment  Properties,  L.P., and Bank
                Atlanta (filed herewith).

  10.10         Deed to Secure Debt and Security  Agreement dated April 27, 1999 between  Vinings  Investment
                Properties, L.P. and Bank Atlanta (filed herewith).

  10.11         Form of Management  Contract dated May 1, 1999 between  certain  subsidiaries  of Vinings and
                VIP Management, LLC for the Mississippi Properties (filed herewith).

  10.12         Management Contract dated January 1, 1999, between Thicket Apartments, L.P. and VIP
                Management, LLC (incorporated by reference as Exhibit 10.11 on Form 10-K for the year ended
                December 31, 1998).

  10.13         Management Contract dated January 1, 1999, between Vinings Communities, L.P. and VIP
                Management, LLC (incorporated by reference as Exhibit 10.12 on Form 10-K for the year ended
                December 31, 1998).

  10.14         Management Contract dated January 1, 1999, between Vinings Investment Properties, L.P. and
                VIP Management, LLC (incorporated by reference as Exhibit 10.13 on Form 10-K for the year
                ended December 31, 1998).

  10.15         Form of Amended and Restated  Agreement of Purchase and Sale with attached  Revised  Schedule
                of Material Differences For Properties Acquired May 1, 1999 (filed herewith).

  10.16         Securities Purchase  Agreement,  dated as of April 29, 1999, Relating to Series A Convertible
                Preferred  Units of Vinings  Investment  Properties,  L.P., by and among  Vinings  Investment
                Properties  Trust,  Vinings  Investment  Properties,  L.P. and the  Purchasers  named therein
                (incorporated  by reference  as Exhibit  10.1 to Vinings'  report on Form 8-K filed on May 7,
                1999).
<PAGE>
  10.17         Form of Registration  Rights and Lock Up Agreement,  dated as of April 29, 1999 (incorporated
                by reference as Exhibit 10.2 to Vinings' report on Form 8-K filed on May 7, 1999).

  10.18         Vinings/CMS  Master  Partnership,  L.P.,  Agreement of Limited  Partnership  (incorporated by
                reference as Exhibit 10.1 to Vinings' report on Form 8-K/A filed on July 15, 1999).

  21.1          Subsidiaries of the Trust (filed herewith).

  23.1          Consent of Independent Public Accountants (filed herewith).

  23.2          Consent of Independent Public Accountants (filed herewith).

  27.1          Financial Data Schedule for the fiscal year ended December 31, 1999 (filed herewith).
</TABLE>



14(b) Reports on Form 8-K
-------------------------

Vinings did not file any current  reports on Form 8-K during the fourth  quarter
of 1999.


14(c) Index to Exhibits
-----------------------

See Item 14(a)(3) above.
<PAGE>


                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Sections 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                       Vinings Investment Properties Trust



                        By: /s/ Peter D. Anzo
                            ------------------------------
                                Peter D. Anzo
                                President and
                                Chief Executive Officer

Dated: March 30, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

      Signature                       Title                               Date

/s/ Peter D. Anzo              Chief Executive Officer,           March 30, 2000
-------------------------        President and Trustee
Peter D. Anzo


/s/ Stephanie A. Reed          Vice President, Treasurer,         March 30, 2000
-------------------------        Secretary and Trustee
Stephanie A. Reed                (Principal Financial and
                                  Accounting Officer)

/s/ Phill D. Greenblatt        Trustee                            March 30, 2000
-------------------------
Phill D. Greenblatt


/s/ Henry Hirsch               Trustee                            March 30, 2000
-------------------------
Henry Hirsch
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To Vinings Investment Properties Trust:

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Vinings
Investment  Properties Trust and  subsidiaries  (the "Trust") as of December 31,
1999  and the  related  consolidated  statements  of  operations,  shareholders'
equity,  and cash flows for the year ended December 31, 1999. These consolidated
financial  statements and the schedule referred to below are the  responsibility
of the Trust's management.  Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Vinings Investment
Properties  Trust and  subsidiaries  as of December 31, 1999, and the results of
their  operations  and their cash flows for the year ended  December 31, 1999 in
conformity with accounting principles generally accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in the audit of the basic  financial  statements  and,  in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.

HABIF, AROGETI & WYNNE, LLP

/s/ HABIF, AROTETI & WYNNE, LLP

Atlanta, Georgia
March 17, 2000
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Vinings Investment Properties Trust:

We  have  audited  the  accompanying  consolidated  balance  sheet   of  Vinings
Investment  Properties Trust and  subsidiaries  (the "Trust") as of December 31,
1998  and the  related  consolidated  statements  of  operations,  shareholders'
equity,  and cash flows for each of the two years in the period  ended  December
31, 1998. These consolidated  financial  statements and the schedule referred to
below are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these consolidated financial statements and schedule based
on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Vinings Investment
Properties  Trust and  subsidiaries  as of December 31, 1998, and the results of
their  operations  and their  cash flows for each of the two years in the period
ended  December 31, 1998 in  conformity  with  accounting  principles  generally
accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  This  schedule,  as it relates to the financial  data for the years
ended December 31, 1998 and 1997, has been subjected to the auditing  procedures
applied in the audits of the basic  financial  statements  and, in our  opinion,
fairly  states in all material  respects the  financial  data required to be set
forth therein in relation to the basic financial statements taken as a whole.


ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
February 26, 1999
<PAGE>
<TABLE>
<CAPTION>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                                                            As of December 31,
                                                                                 ----------------------------------------
                                                                                        1999                   1998
                                                                                 -----------------       ----------------
ASSETS

<S>                                                                                  <C>                     <C>
Real estate assets:
    Land                                                                              $ 8,247,900            $ 2,884,500
    Buildings and improvements                                                         55,545,257             15,399,690
    Furniture, fixtures & equipment                                                     3,968,848              1,025,222
Less:  accumulated depreciation                                                        (3,351,811)            (1,664,678)
                                                                                 -----------------       ----------------
         Net real estate assets                                                        64,410,194             17,644,734

Investment in unconsolidated Joint Venture                                              1,551,974                     -
Cash and cash equivalents                                                                 916,215                158,302
Restricted cash                                                                         1,816,102                458,877
Receivable from Joint Venture                                                              27,356                     -
Receivables and other assets                                                              236,900                694,998
Deferred financing costs, less accumulated amortization of $127,656 and
    $77,258 at December 31, 1999 and December 31, 1998, respectively                      117,908                139,064
Deferred leasing costs, less accumulated amortization of $59,240 and
    $32,861 at December 31, 1999 and December 31, 1998, respectively                       37,665                 52,203
                                                                                 -----------------       ----------------
Total assets                                                                          $69,114,314            $19,148,178
                                                                                 =================       ================

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable                                                                $55,074,923            $13,640,065
Line of credit                                                                          1,715,000              2,000,000
Accounts payable and accrued liabilities                                                1,899,937                546,249
Distributions payable to Preferred Unitholders                                            464,750                     -
                                                                                 -----------------       ----------------
         Total liabilities                                                             59,154,610             16,186,314
                                                                                 -----------------       ----------------

Minority interests of unitholders in Operating Partnership:
    Preferred partnership interests                                                     8,730,003                     -
    Common partnership interests                                                          222,084                534,892
                                                                                 -----------------       ----------------
         Total minority interests                                                       8,952,087                534,892
                                                                                 -----------------       ----------------
Shareholders' equity:
    Common shares of beneficial interest, without par or stated value,
        25,000,000 authorized,  1,100,493 and 1,100,505 shares issued and
        outstanding at December 31, 1999 and December 31, 1998, respectively                   -                      -
    Additional paid in capital                                                          3,295,998              3,406,103
    Accumulated deficit                                                                (2,288,381)              (979,131)
                                                                                 -----------------       ----------------
         Total shareholders' equity                                                     1,007,617              2,426,972
                                                                                 -----------------       ----------------
Total liabilities and shareholders' equity                                            $69,114,314            $19,148,178
                                                                                 =================       ================


<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                           For the years ended December 31,
                                                                                  --------------------------------------------------
                                                                                       1999               1998               1997
                                                                                  --------------     -------------      ------------
           REVENUES
<S>                                                                                 <C>                <C>               <C>
                Rental revenues                                                     $ 8,815,240        $3,946,828        $2,392,072
                Other property revenues                                                 493,967           153,092            84,674
                Interest income                                                          30,937             1,519             2,078
                Other income                                                              1,000               564                 -
                                                                                  --------------     -------------      ------------
                                                                                      9,341,144         4,102,003         2,478,824
                                                                                  --------------     -------------      ------------
            EXPENSES

                Property operating and maintenance                                    3,613,379         1,652,207           992,926
                Depreciation and amortization                                         1,713,513           647,760           433,011
                Amortization of deferred financing costs                                 50,398            30,903            34,957
                Interest expense                                                      3,832,518         1,329,277           816,551
                General and administrative                                              688,429           598,873           336,375
                Unusual item, net                                                             -          (260,910)          532,185
                                                                                  --------------     -------------      ------------
                                                                                      9,898,237         3,998,110         3,146,005
                                                                                  --------------     -------------      ------------

                Income (loss) before equity in loss of unconsolidated
                    Joint Venture and minority interests                               (557,093)          103,893          (667,181)

                Equity in loss of unconsolidated Joint Venture                         (137,366)                -                 -
                                                                                  --------------     -------------      ------------
                Income (loss) before minority interests                                (694,459)          103,893          (667,181)

                Less minority interests in Operating Partnership:
                    Preferred partnership interests                                    (903,344)                -                 -
                    Common partnership interests                                        288,553           (18,900)            5,464
                                                                                  --------------     -------------      ------------
                Net income (loss)                                                   $(1,309,250)       $   84,993        $ (661,717)
                                                                                  ==============     =============      ============

           NET INCOME (LOSS) PER SHARE - BASIC                                          $ (1.19)           $ 0.08           $ (0.61)
                                                                                  ==============     =============      ============
           NET INCOME (LOSS) PER SHARE - DILUTED                                        $ (1.19)           $ 0.08           $ (0.61)
                                                                                  ==============     =============      ============

           WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                                1,100,501         1,090,701         1,080,513
                                                                                  ==============     =============      ============
           WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                              1,343,047         1,336,391         1,089,435
                                                                                  ==============     =============      ============

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              For the years ended December 31, 1997, 1998 and 1999


                                                            Additional                                  Total
                                                             paid in            Accumulated          shareholders'
                                                             capital              deficit               equity
                                                          -------------      ---------------      ----------------
<S>                                                         <C>                  <C>                  <C>
BALANCE AT JANUARY 1, 1997                                  $2,634,955          $  (402,407)          $ 2,232,548

Net loss                                                             -             (661,717)             (661,717)

Retirement of shares                                               (84)                   -                   (84)

Adjustment for minority interest of unitholders
    and issuance of units in Operating Partnership             698,056                    -               698,056
                                                          -------------      ---------------      ----------------

BALANCE AT DECEMBER 31, 1997                                 3,332,927           (1,064,124)            2,268,803

Net income                                                           -               84,993                84,993

Retirement of shares                                               (43)                   -                   (43)

Adjustment for minority interest of
    unitholders in Operating Partnership                        (6,781)                   -                (6,781)

Issuance of shares to officers and directors                    80,000                    -                80,000
                                                          -------------      ---------------      ----------------

BALANCE AT DECEMBER 31, 1998                                 3,406,103             (979,131)            2,426,972

Net loss                                                             -           (1,309,250)           (1,309,250)

Retirement of shares                                               (63)                   -                   (63)

Distributions                                                 (110,042)                   -              (110,042)
                                                          -------------      ---------------      ----------------

BALANCE AT DECEMBER 31, 1999                                $3,295,998          $(2,288,381)          $ 1,007,617
                                                          =============      ===============      ================
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                      VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                  For the twelve months ended December 31,
                                                                                -------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                1999          1998             1997
                                                                                -------------  ------------   -------------

<S>                                                                              <C>              <C>            <C>
Net income (loss)                                                                $(1,309,250)     $ 84,993       $(661,717)
                                                                                -------------  ------------   -------------
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:

        Depreciation and amortization                                              1,713,513       647,760         433,011
        Amortization of deferred financing costs                                      50,398        30,903          34,957
        Equity in loss of unconsolidated Joint Venture                               137,366             -               -
        Minority interests in Operating Partnership:
           Preferred partnership interests                                           903,344             -               -
           Common partnership interests                                             (288,553)       18,900          (5,464)
        Distributions to common unitholders                                          (24,255)            -               -
        Distributions to preferred unitholders                                      (158,591)            -               -
        Noncash compensation expense                                                       -        80,000               -
        Changes in assets and liabilities, net of the effect
           of real estate assets acquired
               Restricted cash                                                      (331,754)      (26,185)         26,738
               Receivable from Joint Venture                                         (27,356)            -               -
               Receivables and other assets                                          (68,493)      (19,511)         22,600
               Capitalized leasing costs                                             (11,842)      (39,621)        (36,931)
               Accounts payable and accrued liabilities                              554,563      (162,627)        290,335
                                                                                -------------  ------------   -------------
        Total adjustments                                                          2,448,340       529,619         765,246
                                                                                -------------  ------------   -------------
Net cash provided by operating activities                                          1,139,090       614,612         103,529
                                                                                -------------  ------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of real estate assets                                                    (6,066,073)            -               -
Capital expenditures                                                                (393,772)     (146,420)       (139,329)
Refundable deposits and acquisition costs                                                  -      (612,085)              -
Investment in unconsolidated Joint Venture                                        (1,705,100)            -               -
Distributions from Joint Venture                                                      15,760             -               -
                                                                                -------------  ------------   -------------
Net cash used in investing activities                                             (8,149,185)     (758,505)       (139,329)
                                                                                -------------  ------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Deferred financing costs                                                             (29,242)            -               -
Net proceeds (repayments) on line of credit                                         (285,000)      281,896         150,000
Principal repayments on mortgage notes payable                                      (257,645)     (144,501)        (52,008)
Purchase of retired shares                                                               (63)          (43)            (84)
Proceeds from issuance of preferred partnership interests                          8,450,000             -               -
Distributions to shareholders                                                       (110,042)            -               -
                                                                                -------------  ------------   -------------
Net cash provided by financing activities                                          7,768,008       137,352          97,908
                                                                                -------------  ------------   -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 757,913        (6,541)         62,108

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     158,302       164,843         102,735
                                                                                -------------  ------------   -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $   916,215      $158,302       $ 164,843
                                                                                =============  ============   =============

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>


<PAGE>


                       VININGS INVESTMENT PROPERTIES TRUST
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1999, 1998 and 1997


NOTE 1 - FORMATION AND ORGANIZATION
-----------------------------------

         Vinings  Investment  Properties  Trust  ("Vinings"  or the "Trust") was
         organized  on  December 7, 1984 as a mortgage  real  estate  investment
         trust   ("REIT")   whose   original   plan  was  to  liquidate   within
         approximately  ten years.  On February  28,  1996,  Vinings  Investment
         Properties,  Inc.  completed a tender  offer to acquire  control of the
         Trust  in  order  to  rebuild  Vinings  assets  by  expanding  into the
         multifamily real estate markets through the acquisition of garden style
         apartment  communities  which are  leased to  middle-income  residents.
         Current  management   believes  that  these  investments  will  provide
         attractive  sources of income to Vinings  which will not only  increase
         net income and provide cash  available  for future  distributions,  but
         will increase the value of Vinings' real estate portfolio as well.

         Currently  Vinings  conducts  all of  its  operations  through  Vinings
         Investment Properties,  L.P. (the "Operating Partnership"),  a Delaware
         limited partnership. As of December 31, 1999, the Trust was the sole 1%
         general  partner  and  an  80.94%  limited  partner  in  the  Operating
         Partnership.  (This  structure  is commonly  referred to as an umbrella
         partnership REIT or an "UPREIT").

         On April 29, 1999,  the  Operating  Partnership  offered,  in a private
         transaction  pursuant  to a  Securities  Purchase  Agreement,  Series A
         Convertible  Preferred  Partnership  interests (the "Preferred Units"),
         the  proceeds  from  which were used to  acquire  thirteen  multifamily
         communities  (collectively,  the "Portfolio Properties") from seventeen
         limited  partnerships  and limited  liability  companies.  Eight of the
         Portfolio Properties were purchased through subsidiary  partnerships of
         the Operating  Partnership.  The remaining  Portfolio  Properties  were
         purchased through a joint venture structure. (See Notes 3 and 4.) As of
         December 31, 1999, a total of 1,988,235 Preferred Units had been issued
         for an aggregate  purchase  price of $8,450,000  (See Note 5). On March
         15, 2000 the Board of Trustees  voted to convert  the  Preferred  Units
         into a newly created class of preferred  shares of beneficial  interest
         in Vinings  and  consequently  authorized  the  issuance  of  1,988,235
         preferred  shares with the same rights,  preferences  and privileges as
         the Preferred Units (the "Preferred Shares") (See Notes 5 and 15).

         Vinings  currently  owns,  through  wholly  owned   subsidiaries,   ten
         apartment  communities  totaling  1,520 units and a 75,000 square foot,
         single story business  park. In addition,  Vinings holds a 20% interest
         in and is the general partner of an unconsolidated joint venture, which
         owns  through   subsidiary   partnerships  five  additional   apartment
         communities  totaling 968 units (See Note 4). At December 31, 1999, the
         average occupancy of Vinings' portfolio, including the communities held
         by the unconsolidated joint venture, was 94 %.
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

         Basis of Presentation
         ---------------------

         The consolidated  financial statements have been prepared in accordance
         with generally accepted accounting principles and with the instructions
         to Form 10-K and Article 10 of Regulation S-X.

         The accompanying  consolidated  financial statements of Vinings include
         the  consolidated  accounts  of the  Trust  and its  subsidiaries.  All
         significant intercompany balances and transactions have been eliminated
         in   consolidation.   Vinings   accounts  for  its  investment  in  the
         unconsolidated joint venture using the equity method of accounting. The
         term  "Vinings"  or "Trust"  hereinafter  refers to Vinings  Investment
         Properties  Trust  and  its   subsidiaries,   including  the  Operating
         Partnership.

         The  minority  interests  of the common  unitholders  in the  Operating
         Partnership (the "Common Units") reflected on the accompanying  balance
         sheets  are  calculated  based  on  the  common  unitholders'  minority
         interest  ownership   percentage  (18.06%  as  of  December  31,  1999)
         multiplied  by the  Operating  Partnership's  net assets.  The minority
         interests of the  preferred  unitholders  on the  accompanying  balance
         sheet  represent  cash  contributed in exchange for those units and the
         accrued liquidation preference of $0.21 per Preferred Unit ($280,003 at
         December 31, 1999). The minority interests of the common unitholders in
         the income or loss of the  Operating  Partnership  on the  accompanying
         statements of operations  is calculated  based on the weighted  average
         minority  interest  ownership  percentage  (approximately  18%  for all
         periods   presented)   multiplied  by  income  (loss)  before  minority
         interests  after   subtracting   income   allocated  to  the  preferred
         partnership   interests.   The  minority  interests  of  the  preferred
         unitholders  on the  statements  of operations  represents  the accrued
         preferred  11% return on the Preferred  Units  ($623,341 for the period
         ended  December  31,  1999)  and  the  accrued  pro  rata   liquidation
         preference of $0.21 per Preferred  Unit  ($280,003 for the period ended
         December 31, 1999) (See Note 5).


         Income Taxes
         ------------

         Vinings  has elected to be taxed as a REIT under the  Internal  Revenue
         Code of 1986,  as  amended  (the  "Code").  As a result,  Vinings  will
         generally not be subject to federal income  taxation on that portion of
         its income that  qualifies  as REIT  taxable  income to the extent that
         Vinings  distributes  at  least  95%  of  its  taxable  income  to  its
         shareholders and satisfies certain other requirements.  Accordingly, no
         provision   for  federal   income  taxes  has  been   included  in  the
         accompanying consolidated financial statements.

         As a result of the Stock Transaction,  fewer than five shareholders own
         in excess of 50% of the equity in Vinings  (See Note 15).  On March 15,
         2000, the Board of Trustees voted to waive the ownership limitations in
         Vinings'  Declaration of Trust with respect to  shareholders  acquiring
         shares in the Stock  Transaction,  as well as with  respect  to certain
         holders of Preferred Units who will be acquiring  Preferred Shares. The
         Board is currently  considering  whether it is in the best interests of
         shareholders  for  Vinings to continue to qualify as a REIT for federal
         income tax purposes in light of the restrictions  imposed on Vinings in
         order for it to qualify as a REIT. To maintain its REIT status, Vinings
         would be required to effect a change in its ownership  structure  prior
         to June 30, 2000.  However,  there can be no assurances  that the Trust
         will be successful in effecting such a change prior to June 30, 2000.

         Presently,  the Board does not believe that there would be negative tax
         consequences  to the  shareholders  should Vinings lose its REIT status
<PAGE>
         due to the fact  that the  Trust is not  currently  generating  taxable
         income.   However,   management  is  continuing  to   investigate   all
         alternatives for maintaining REIT status as well as all consequences to
         the shareholders should Vinings lose its REIT status.


         Cash and Cash Equivalents
         -------------------------

         Vinings  considers  all highly  liquid  investments  purchased  with an
         original maturity of three months or less to be cash equivalents.


         Restricted Cash
         ---------------

         Restricted cash consists of real estate tax,  insurance and replacement
         reserve  escrows  held by  mortgagees,  which are funded  monthly  from
         property  operations and released solely for the purpose for which they
         were  established.  Restricted  cash also  includes  security  deposits
         collected and held on behalf of the residents and tenants.


         Use of Estimates
         ----------------

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires  management  to make certain
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities, the disclosure of contingent 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.


         Real Estate Assets
         ------------------

         Real estate assets are stated at depreciated  cost less  reductions for
         impairment,  if any. In identifying  potential  impairment,  management
         considers   such  factors  as  declines  in  a   property's   operating
         performance  or market  value,  a change in use, or adverse  changes in
         general market conditions. In determining whether an asset is impaired,
         management  estimates  the future cash flows  expected to be  generated
         from the asset's use and its eventual disposition.  If the sum of these
         estimated  future cash flows on an undiscounted  basis is less than the
         asset's  carrying cost, the asset is written down to its fair value. In
         management's  opinion,  there has been no  impairment  of Vinings' real
         estate assets as of December 31, 1999.

         Ordinary  repairs  and  maintenance  are  expensed as  incurred.  Major
         improvements  and  replacements  are capitalized  and depreciated  over
         their estimated useful lives when they extend the useful life, increase
         capacity or improve  efficiency of the related asset.  Depreciation  is
         computed  on a  straight-line  basis over the useful  lives of the real
         estate  assets  (buildings  and  improvements,  5-40 years;  furniture,
         fixtures and equipment,  3-7 years; and tenant improvements,  generally
         over the life of the related lease).


         Revenue Recognition
         -------------------

         All leases are  classified  as  operating  leases and rental  income is
         recognized   when  earned   which   materially   approximates   revenue
         recognition on a straight-line basis.


         Deferred Financing Costs and Amortization
         -----------------------------------------

         Deferred  financing  costs  include  fees and costs  incurred to obtain
         financing  and are  capitalized  and  amortized  over  the  term of the
         related debt.


         Net Income (Loss) Per Share
         ---------------------------

         The following is a reconciliation of net income (loss) available to the
         common  shareholders  and the weighted  average shares used in Vinings'
         basic and diluted net income (loss) per share computations:
<TABLE>

                                                           ----------------------------------------
                                                                1999          1998         1997
                                                           ----------------------------------------

<S>                                                         <C>             <C>         <C>
         Net income (loss) - basic                          $(1,309,250)    $ 84,993    $(661,717)
          Minority interests in Operating Partnership:
             Preferred partnership interests                          -            -            -
             Common partnership interests                      (288,553)      18,900       (5,464)
                                                            ---------------------------------------
         Total minority interest                               (288,553)      18,900       (5,464)
                                                            ---------------------------------------

         Net income (loss) - diluted                        $(1,597,803)    $103,893    $(667,181)
                                                           ========================================



         Weighted average shares - basic                      1,100,501    1,090,701    1,080,513
         Dilutive Securities:
             Weighted average Common Units                      242,546      242,546        8,922
             Weighted average Preferred Units                       -            -            -
             Share options                                          -          3,144          -
                                                           ========================================
         Weighted average shares - diluted                    1,343,047    1,336,391    1,089,435
                                                           ========================================
</TABLE>

         Both common and preferred  units in the Operating  Partnership  held by
         the  minority  unitholders  are  redeemable  for  shares of  beneficial
         interest of the Trust  ("Shares") on a one-for-one  basis, or for cash,
         at the option of the Trust.  For the twelve  months ended  December 31,
         1999, 1998 and 1997, options to purchase 107,750 shares,  27,500 shares
         and 26,000  shares,  respectively  were  excluded as the impact of such
         options was antidilutive. For the twelve months ended December 31, 1999
         the Preferred Units totaling 1,988,235 were also excluded as the impact
         of such  units  was  antidilutive.  On March  15,  2000,  the  Board of
         Trustees  voted to convert the Preferred  Units into  Preferred  Shares
         (See Notes 5 and 15).


         Recent Accounting Pronouncement
         -------------------------------

         Vinings adopted Statements of Financial  Accounting  Standards ("SFAS")
         No. 130,  "Reporting  of  Comprehensive  Income,"  during  1998,  which
         establishes  a standard  for  reporting  and  display of  comprehensive
         income  and its  components.  Comprehensive  income is the total of net
         income and all other nonowner  changes in shareholders'  equity.  As of
         December 31, 1999 and 1998, Vinings had no items of other comprehensive
         income.

         Vinings also adopted SFAS No. 131,  "Disclosures  About  Segments of an
         Enterprise and Related Information," during 1998, which establishes new
         standards  for  disclosure  of  segment  information  on the so  called
         "management approach." The management approach is based on the way that
         the chief operating  decision maker organizes segments within a company
         for  making  operating  decisions  and  assessing  performance.   Since
         Vinings' real estate  portfolio has similar  economic  characteristics,
         customers,  and products and services,  Vinings evaluates the operating
         performance of its real estate portfolio as one reportable  segment, on
         the same basis of  presentation  for internal  and external  reporting.
         Therefore, no additional segment information is presented herein.


         Reclassifications
         -----------------

         Certain   1998  and  1997   financial   statement   amounts  have  been
         reclassified to conform with the current year presentation.


NOTE 3 - REAL ESTATE ASSETS
---------------------------

         On May 1,  1999,  Vinings,  through  its  subsidiaries,  completed  the
         acquisition  of  the  Portfolio   Properties  from  seventeen   limited
         partnerships and limited  liability  companies.  Eight of the Portfolio
         Properties  (the  "Mississippi   Properties")  were  purchased  through
         subsidiary  partnerships  of the Operating  Partnership.  The remaining
         Portfolio  Properties (the "Joint Venture  Properties")  were purchased
         through a joint venture structure. (See Note 4.)

         The  Mississippi  Properties,  totaling 1,064 units,  were purchased by
         eight individual partnerships in each of which Vinings Holdings,  Inc.,
         a wholly owned subsidiary of the Trust, owns a .1% general  partnership
         interest and the Operating Partnership owns a 99.9% limited partnership
         interest.  The aggregate purchase price for the Mississippi  Properties
         was  $47,665,396   (excluding   closing  costs),   which  included  the
         assumption of debt of  approximately  $41,693,000 with the balance paid
         in cash,  which was funded by the issuance of the  Preferred  Units.  A
         total of  approximately  $749,200 in escrows held by the mortgagees was
         also purchased.

         In addition Vinings owns, also through  subsidiary  partnerships of the
         Operating Partnership,  two additional  multifamily  communities in the
         metropolitan   Atlanta   area  for  a  total  of  1,520  units  in  ten
         communities,  as well as a 75,000 square foot business  center.  All of
         the  multifamily  communities  are  encumbered  by fixed rate  mortgage
         financing and the business center is security for the line of credit.
         For more detailed information see Schedule III attached hereto.


NOTE 4 - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
---------------------------------------------------

         On May 1,  1999,  Vinings  also  purchased,  through  a  joint  venture
         structure,  five apartment communities,  totaling 968 units (the "Joint
         Venture  Properties").  The Joint Venture  Properties were purchased by
         nine individual partnerships in each of which Vinings Holdings, Inc., a
         wholly owned  subsidiary of the Trust,  owns a .1% general  partnership
         interest and Vinings/CMS Master Partnership,  L.P.  (collectively,  the
         "Joint Venture"), a Delaware limited partnership,  owns a 99.9% limited
         partnership  interest.  The  Operating  Partnership  has a .1%  general
         partner  interest and a 19.98%  limited  partner  interest in the Joint
         Venture,  for which it paid  $1,705,100.  This investment was funded by
         the issuance of the Preferred Units. The remaining limited  partnership
         interests in the Joint Venture are held by an unaffiliated third party.
         The Joint  Venture was formed on March 22,  1999,  primarily to acquire
         the limited  partner  interest in limited  partnerships  that  acquire,
         operate, manage, hold and sell certain real property,  specifically the
         Joint  Venture  Properties.  The aggregate  purchase  price paid by the
         property  partnerships for the Joint Venture Properties was $46,634,603
         (excluding   closing   costs),   which   included  the   assumption  of
         approximately  $39,265,000  of debt with the  balance  paid in cash.  A
         total of  approximately  $716,400 in escrows held by the mortgagees was
         also purchased.

         Vinings  accounts for its  investment  in the Joint  Venture  using the
         equity method of accounting.  The following is a summary of the results
         of operations of the Joint Venture and Vinings'  share of the equity in
         the loss from the Joint  Venture for the eight month period from May 1,
         1999 to December 31, 1999:
<TABLE>
<CAPTION>
                                                                                   For the eight
                                                                                   months ended
                                                                                December 31, 1999
                                                                                ------------------

<S>                                                                                    <C>
               Revenues                                                                $ 4,642,957
                                                                                      ------------
               Expenses:
                    Property operating and maintenance                                   1,971,574
                    General and administrative                                              55,894
                    Depreciation and amortization                                          995,872
                    Interest expense                                                     2,306,447
                                                                                      ------------
                        Total Expenses                                                   5,329,787
                                                                                      ------------
               Net loss                                                                   (686,830
                    Vinings' equity percentage                                                20%
                                                                                      ------------
               Vinings' equity in loss of unconsolidated Joint Venture                 $  (137,366
                                                                                      ============
               Distributions received by Vinings from Joint Venture                    $    15,760
                                                                                      ============
               Cash flows provided by operating activities                             $   441,635
                                                                                      ============
               Cash flows used in investing activities                                 $(8,251,050
                                                                                      ============
               Cash flows provided by financing activities                             $ 8,315,729
                                                                                      ============
</TABLE>

         The following  summarizes  the balance sheet of the Joint Venture as of
December 31, 1999:
<TABLE>

<S>                                                                                    <C>
               Real estates assets, net of accumulated depreciation                    $46,215,888
               Cash and other assets                                                     2,066,983
                                                                                      ------------
                         Total assets                                                  $48,282,871
                                                                                      ============
               Mortgage notes payable                                                  $39,136,338
               Other liabilities                                                         1,387,062
                                                                                      ------------
                    Total liabilities                                                   40,523,400
                                                                                      ------------
               Capital - Vinings                                                         1,551,974
               Capital - Other                                                           6,207,497
                                                                                      ------------
                   Total capital                                                         7,759,471
                                                                                      ------------
                        Total liabilities and capital                                  $48,282,871
                                                                                      ============
</TABLE>

         Mortgage notes payable held by the Joint Venture are non-recourse fixed
         rate  notes  secured  by the  individual  properties.  All of the notes
         except one are  insured  by the U.S.  Department  of Housing  and Urban
         Development ("HUD") and,  therefore,  distributions from the properties
         are subject to "surplus  cash" as defined by HUD. The maturity dates of
         the notes  payable  range from June 2007 to November  2037 and interest
         rates range from 8.00% to 8.75%.
<PAGE>


NOTE 5 - SHAREHOLDERS' EQUITY AND PREFERRED PARTNERSHIP INTERESTS
-----------------------------------------------------------------

         On April 29,  1999,  the  Operating  Partnership  offered  in a private
         transaction  Preferred  Units.  The  holders  of  Preferred  Units  are
         entitled to receive  cumulative  preferential cash distributions at the
         per annum rate of $0.4675 per Preferred  Unit.  Upon the  occurrence of
         certain  triggering events, the holders of Preferred Units are entitled
         to  receive,  in  addition to an amount  equal to any  accumulated  and
         unpaid  distributions  on such holder's  Preferred Units, a liquidation
         preference  of $4.46 per  Preferred  Unit,  or, if any such  triggering
         event  occurs  prior to one year  from the date of  issuance  $4.25 per
         Preferred Unit.

         Under certain circumstances, the holders of Preferred Units may convert
         any part or all of such Preferred Units into common  partnership units,
         common shares,  or Preferred  Shares.  In lieu of converting  Preferred
         Units  into  common  shares,  the  Operating  Partnership,  in its sole
         discretion, may satisfy its conversion obligations through certain cash
         payments,  as further  set forth in the  partnership  agreement  of the
         Operating Partnership.

         Generally, the holders of Preferred Units do not have the right to vote
         on any matter on which any general or limited  partner of the Operating
         Partnership may vote. The holders of Preferred Units do, however,  have
         the  right to vote as a  separate  class of  Partnership  Interests  on
         certain   transactions   including,    without   limitation,    certain
         authorizations   and  issuances  of  preferred   units  of  partnership
         interests  designated as ranking senior to the Preferred Units, certain
         amendments  to the  Partnership  Agreement,  and certain sales or other
         dispositions of assets of the Operating Partnership, certain mergers or
         consolidations  of the Operating  Partnership,  and transactions  which
         result in the liquidation of the Partnership.

         As of December 31, 1999, a total of 1,988,235  Preferred Units had been
         issued for an aggregate  purchase  price of  $8,450,000.  The Operating
         Partnership  used the proceeds of such sales of Preferred  Units to pay
         the cash consideration for the Operating Partnership's interests in the
         property partnerships that acquired the Mississippi Properties, and its
         interest in the Joint Venture. (See Notes 3 and 4.)

         At the annual meeting of shareholders  held on June 29, 1999,  Vinings'
         shareholders  approved  proposals to amend the Trust's  Declaration  of
         Trust to  decrease  the total  number of  common  shares of  beneficial
         interest  authorized  from an  unlimited  amount to  25,000,000  and to
         authorize  a new class of  7,050,000  preferred  shares  of  beneficial
         interest which, upon the affirmative vote of two-thirds of the Board of
         Trustees,  may be issued in such  amounts,  in one or more series,  and
         with such  designations,  preferences,  limitations and relative rights
         for each series as the Board of Trustees shall determine.

         On March 15, 2000, the Board of Trustees voted to convert the Preferred
         Units into Preferred Shares (See Note 15).
<PAGE>

NOTE 6 - NOTES PAYABLE
----------------------

         Mortgage Notes Payable
         ----------------------

         Mortgage  notes  payable  were  secured  by  the  following   apartment
         communities at December 31, 1999 and December 31, 1998, as follows:
<TABLE>

                                                  Fixed interest
                                                    rate as of             Principal balance as of
                                 Maturity            12/31/99             12/31/99           12/31/98
                            --------------------------------------------------------------------------
<S>                              <C>   <C>             <C>               <C>              <C>
        Cottonwood               10/01/2036            8.875%            $ 4,683,888     $       -
        Delta Bluff              08/01/2036            9.25 %              6,203,591             -
        Foxgate I                06/01/2037            8.50 %              6,598,549             -
        Hampton House            08/01/2037            8.50 %              5,169,167             -
        Heritage Place           10/01/2036            8.75 %              3,141,865             -
        Northwood                06/01/2034            8.75 %              4,482,862             -
        River Pointe             01/01/2037            8.625%              5,981,475             -
        Trace Ridge              07/01/2036            8.50 %              5,330,125             -
        The Thicket              07/01/2003            9.04 %              7,200,487       7,262,759
        Windrush                 07/01/2024            7.50 %              6,282,914       6,377,306
                                                                         ------------   --------------
             Total                                                       $55,074,923     $13,640,065
                                                                         ============   ==============
</TABLE>

         All of the notes  except that secured by The Thicket are insured by HUD
         and therefore distributions from the properties are subject to "surplus
         cash" as defined by HUD.

         Scheduled  maturities of the mortgage  notes payable as of December 31,
         1999 are as follows:


                          2000             $   332,715
                          2001                 361,792
                          2002                 393,425
                          2003               7,314,761
                          2004                 367,596
                          Thereafter        46,304,634
                                           -----------
                          Total            $55,074,923
                                           ===========

         Line of Credit
         --------------

         On June 28, 1998,  Vinings  renewed its line of credit in the amount of
         $2,000,000 for six months,  which expired on December 28, 1998. Vinings
         did not renew the line of credit and on  February  4, 1999,  one of the
         independent  Trustees  purchased  the line of credit  from the bank and
         Vinings  paid  interest  to the  Trustee  monthly at the annual rate of
         8.50% from such date  through  April 27,  1999,  at which time  Vinings
         obtained  a new line of  credit  in the  amount  of  $2,000,000  from a
         financial  institution.  The independent Trustee who purchased the line
         of credit was repaid in full on April 27, 1999.  The  interest  rate on
         the line of  credit  is one  percent  over  prime as posted in The Wall
         Street  Journal,  which was 9.50% at December 31, 1999.  The  principal
         balance of the line of credit as of December  31,  1999 was  $1,715,000
         and the  maturity  date is April  27,  2000.  Vinings  has  received  a
         commitment  from the lender to renew the line of credit until April 30,
         2001.


NOTE 7 - RELATED PARTY TRANSACTIONS
-----------------------------------

         On January 1, 1999, Vinings entered into management agreements with VIP
         Management,  LLC ("VIP"),  an affiliate of the  officers,  who are also
         Trustees of Vinings,  to provide property management services for a fee
         equal to  varying  percentages  ranging  from three and one half to six
         percent of gross  revenues,  plus a fee for data  processing.  Prior to
         January 1, 1999,  Vinings had entered into  management  agreements with
         Vinings Properties, Inc., also an affiliate of the officers of Vinings,
         to provide property management services on substantially the same terms
         as  the  current  agreements.  In  addition,  as a  commitment  to  the
         rebuilding  of Vinings,  prior to 1998 The  Vinings  Group,  Inc.,  the
         parent corporation of Vinings Properties,  Inc. (collectively with VIP,
         "The Vinings Group"),  provided numerous services at no cost to Vinings
         relating to administration, acquisition, and capital and asset advisory
         services.  Certain direct costs paid on Vinings' behalf were reimbursed
         to The Vinings Group.  Beginning  January 1, 1998 the Vinings Group has
         charged Vinings for certain overhead charges. Beginning August 1, 1999,
         the Trust has also paid for its pro-rata share of rent,  administrative
         and other  overhead  charges,  which includes  reimbursing  The Vinings
         Group for a pro-rata  portion of salaries and benefits for the officers
         and other  employees  providing  services to Vinings.  At December  31,
         1999, the Trust owed The Vinings Group $53,358,  which was subsequently
         paid.

         The following table reflects payments made to The Vinings Group:
<TABLE>
<CAPTION>

                                                         Twelve months ended
                                           ---------------------------------------------
                                                1999            1998             1997
                                           -------------    ------------    ------------
<S>                                            <C>             <C>             <C>
 Vinings
      Management fees                          $402,551        $188,032        $ 93,235
      Data processing fees                       52,896          27,360          15,240
      Overhead reimbursements                   265,280         150,000          45,000
                                           =============    ============    ============
           Total                               $720,727        $365,392        $153,475
                                           =============    ============    ============

 Joint Venture
      Management fees                          $197,539      $   -             $  -
      Data processing fees                       38,720          -                -
                                           =============    ============     =============
            Total                              $236,259      $   -             $  -
                                           =============    ============     =============
</TABLE>

         On  December  19,  1997,  the Trust  acquired  Windrush  from  Windrush
         Partners, Ltd, a Georgia limited partnership, whose general partner was
         Hallmark  Group  Services  Corp  ("Hallmark").   At  the  time  of  the
         transaction,  Hallmark  was an  affiliate  of the  officers and certain
         trustees of the Trust.  In connection with the acquisition of Windrush,
         an  advisor's  fee of  $75,550  was paid by the  seller to MFI  Realty,
         Inc.("MFI"), a wholly owned subsidiary of The Vinings Group, Inc.

         On  February  4, 1999 one of the  independent  Trustees  purchased  the
         Trust's line of credit,  which expired on December 28, 1998 and Vinings
         paid  interest  to the  Trustee  monthly  at the  annual  rate of 8.50%
         through  April 27, 1999,  at which time the Trustee was repaid in full.
         For more information regarding the line of credit see Note 6.

         In connection  with the  acquisition of the Portfolio  Properties,  MFI
         received  fees  totaling  $400,276  of which  $167,103  was paid by the
         Operating Partnership and $233,173 was paid by the Joint Venture.

         Effective  March 1, 2000,  628,927  shares of Vinings were purchased by
         the  Officers,  VIP  and an  affiliate  of one  of  the  Trustees  in a
         privately negotiated transaction from a limited number of shareholders,
         which  included  three of the Trustees and certain of their  affiliates
         (See Note 15).
<PAGE>

NOTE 8 - DISTRIBUTIONS
----------------------

         Vinings declared two dividends of five cents per share each, which were
         paid  September  1,  1999  and  December  8,  1999,   respectively   to
         shareholders  of record on  August  16,  1999 and  November  26,  1999,
         respectively.  No  dividends  were  declared or paid during  1998.  For
         federal income tax purposes these distributions represented a return of
         capital.   Vinings  intends  to  continue  to  pay   distributions   to
         shareholders  in  amounts  at least  sufficient  to enable the Trust to
         qualify as a REIT (See Note 2).


NOTE 9 - LEASING ACTIVITY
-------------------------

         The following is a schedule of future minimum rents due under operating
         leases that have  initial or  remaining  noncancellable  lease terms in
         excess of one year as of December 31, 1999, at Peachtree:

                          2000                $403,412
                          2001                 391,065
                          2002                 148,236
                                              --------
                          Total               $942,713
                                              ========

         One tenant  generated 49% of Peachtree's  revenues for the period ended
         December  31,  1999.  The same  tenant  accounts  for 73% of the future
         minimum lease payments.


NOTE 10 - CONTINGENCIES
-----------------------

         Vinings is, from time to time,  subject to various claims that arise in
         the ordinary course of business. These matters are generally covered by
         insurance.  While the  resolution of these matters  cannot be predicted
         with  certainty,  management  believes  that the final  outcome of such
         matters  will not  have a  material  adverse  effect  on the  financial
         position or results of operations of Vinings.


NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION
--------------------------------------------

         Vinings paid interest of  $3,667,542,  $1,299,005  and $800,388  during
         1999,  1998 and 1997,  respectively.  In  connection  with the Windrush
         acquisition,  Vinings  assumed a mortgage note payable in the amount of
         $6,464,898  and related  cash escrow  accounts.  In  addition,  242,546
         limited  partnership  units in the  Operating  Partnership  were issued
         during 1997 valued at $1,212,729. In connection with the acquisition of
         the  Mississippi  Properties,  Vinings  assumed  mortgage  indebtedness
         totaling $41,692,503 and related cash escrow accounts.


NOTE 12 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------

         Based on interest rates and other  pertinent  information  available to
         Vinings as of December 31, 1999 and 1998, the Trust  estimates that the
         carrying  value  of cash  and  cash  equivalents,  the  mortgage  notes
         payable,  the line of credit,  and other liabilities  approximate their
         fair values when compared to  instruments  of similar  type,  terms and
         maturity.
<PAGE>

         Disclosure  about  fair  value  of  financial  instruments  is based on
         pertinent  information  available to management as of December 31, 1999
         and 1998.  Although  management  is not aware of any factors that would
         significantly  affect its estimated  fair value  amounts,  such amounts
         have not been comprehensively  revalued for purposes of these financial
         statements since December 31, 1999.


NOTE 13 - 1997 STOCK OPTION AND INCENTIVE PLAN
----------------------------------------------

         Vinings'  1997 Stock Option and  Incentive  Plan (the "Plan")  provides
         incentives  to  officers,  employees,  Trustees,  and other key persons
         including  the  grant  of share  options,  share  appreciation  rights,
         restricted and unrestricted share awards, performance share awards, and
         dividend equivalent rights.

         Under the Plan,  the maximum  number of shares that may be reserved and
         available for issuance is 10% of the total number of outstanding shares
         at any time  plus 10% of the  number of Units  outstanding  at any time
         that are subject to redemption  rights.  At December 31, 1999 the total
         number of shares  available  for  issuance  under the Plan was 134,305.
         Options granted under the Plan expire ten years from the date of grant.

         During 1998 and 1997,  Vinings granted  non-qualified  share options to
         the  officers,  Trustees and certain key  persons.  The options vest in
         full after one year from the date of the grant.  Of the options granted
         in 1998,  81,250 have an exercise  price of $4.00 per share as compared
         to a fair  value of $3.63 on the date of the grant  and  1,500  have an
         exercise price of $4.75 per share, which was equal to the fair value on
         the date of grant.  The options  granted in 1997 have an exercise price
         of $5.00 per share as  compared  to a fair  value of $4.56 per share on
         the date of the grant. There were no options granted during 1999.

         On July 1, 1998 Vinings  awarded  20,000 shares of restricted  stock to
         the   officers  and  certain   trustees   (the   "Restricted   Stock"),
         representing  a total value of $80,000  (based on the fair market value
         of a share of the  Trust on the award  date)  which  was  reflected  in
         compensation  expense and shareholders'  equity in 1998. The Restricted
         Stock was awarded as compensation for services to the Trust provided by
         such officers and trustees as well as by The Vinings Group.

         The  Trust  accounts  for  share  options  issued  under  the  Plan  in
         accordance  with APB Opinion No. 25,  "Accounting  for Stock  Issued to
         Employees,"  under which no compensation cost has been recognized since
         all options have been granted with an exercise  price equal to or above
         the fair value of the Trust's shares on the date of grant.

         In  accordance   with  SFAS  No.  123   "Accounting   for   Stock-Based
         Compensation,"  the Trust has  estimated  the fair value of the options
         using a  binomial  option  pricing  model with the  following  weighted
         average assumptions:

                                              1999         1998          1997
                                           -----------  ----------   -----------

              Risk free rate                  5.36%        5.50%        6.12%
              Expected life                 5 years       5 years      5 years
              Expected volatility             30%           30%          30%
              Expected dividend yield         3.6%         3.6%          3.6%
<PAGE>

         Using  these  assumptions,  the  estimated  fair  value of the  options
         granted   were $0,   $87,112 and  $38,000  for  1999,  1998  and  1997,
         respectively,  which would be included in compensation expense over the
         life of the vesting period. Accordingly,  had Vinings accounted for the
         Plan  under  SFAS 123,  Vinings'  pro forma net  income  (loss) and net
         income (loss) per share for the year ended December 31, 1999,  1998 and
         1997 would have been as follows:


                                       1999           1998           1997
                                  -------------    ----------    -------------
         Net income:
           As reported             ($1,309,250)      $84,993       ($661,717)
                                  =============    ==========     ============
           Pro forma               ($1,341,004)      $29,799       ($680,717)
                                  =============    ==========     ============

         Net income per share:
           As reported               ($1.19)          $0.08          ($0.61)
                                  =============    ==========     ============
           Pro forma                 ($1.22)          $0.03          ($0.63)
                                  =============    ==========     ============

         The pro forma annual  compensation  cost  included in  determining  pro
         forma net income may not be  representative  of future pro forma annual
         compensation  cost since the  estimated  fair value of stock options is
         included  in  compensation   expense  over  the  vesting  period,   and
         additional stock options may be granted in future years.

         A summary of stock option  activity  under the Plan is presented in the
         following table:
<TABLE>
<CAPTION>

                                          1999                               1998                              1997
                              -----------------------------     -----------------------------    ----------------------------
                                          Weighted Average                    Weighted Average               Weighted Average
                                Shares    Exercise Price          Shares      Exercise Price      Shares     Exercise Price
                              -----------------------------     -----------------------------    ----------------------------
<S>                           <C>               <C>               <C>             <C>              <C>             <C>
Options outstanding,
   Beginning of year          108,750           $4.25             26,000          $5.00               -              -
Granted                           -               -               82,750          $4.01            26,000          $5.00
                              --------------------------        -----------------------------    ----------------------------
Options outstanding,
   end of year                108,750           $4.25            108,750          $4.25            26,000          $5.00
                              ==========================        =============================    ============================
Options exercisable,
    end of year               108,750           $4.25             26,000          $5.00               -              -
                              ==========================        =============================    ============================
Weighted average per
 share value of
 options granted                                  -                               $1.05                            $1.46
                                          ==============                     ================               =================
Options outstanding:
   Exercise price range                      $4.00-$5.00                       $4.00-$5.00                         $5.00
                                          ==============                     ================               =================
   Weighted average
      Remaining life                             8.11                              9.11                             9.5
                                          ==============                     ================               =================
</TABLE>

NOTE 14 - UNUSUAL ITEM

         In August  1997,  Vinings,  through the  Operating  Partnership,  began
         contract  negotiations for the acquisition of a 2,365-unit portfolio of
         16  multifamily  properties.  The  sellers,  which  were 16  individual
         partnerships (the "Sellers"),  were to contribute the properties to the
         Operating  Partnership  in exchange for a  combination  of Units and/or
         cash  and  the  assumption  of  existing  mortgage   indebtedness  (the
         "Portfolio  Transaction").  The officers of Vinings  spent  substantial
         amounts of time and the Trust spent substantial amounts of money in its
         due  diligence  on  the   properties   and  in  contract   negotiations
         specifically  for this  portfolio.  Vinings  believes that it secured a
         binding  commitment  from the  Sellers for the  Portfolio  Transaction.
         Conditional  commitments for equity financing were obtained and Vinings
         was prepared to close on the  transaction in early 1998.  Within thirty
         days of closing,  the general  partner of the  Sellers  terminated  the
         contract for reasons  Vinings  believes to be pretextual,  in breach of
         the  contract  and not in the best  interests  of the  partners  of the
         selling partnerships or the shareholders of the Trust.
<PAGE>
         On February 3, 1998,  Vinings  commenced an action against the Sellers,
         their  general  partners  and a  related  property  management  company
         seeking  specific  enforcement  of the  contract  and  damages  for the
         defendant's willful breach of contract,  lack of good faith negotiation
         and tortious interference in connection with the breach and termination
         of the  contract.  In a related  case,  the Sellers  filed an action on
         January 29, 1998 seeking a declaratory  judgement that the contract was
         not  valid,  binding  and  enforceable  against  them.  Because  of the
         uncertainty of the legal action at December 31, 1997,  Vinings expensed
         as  unrecoverable  due  diligence,   contract   negotiation  and  other
         acquisition  costs  totaling  $532,185  which has been shown as Unusual
         item, net on the Statement of Operations for 1997.

         On June 3,  1998,  a  settlement  was  agreed to  between  the  parties
         pursuant to a Settlement  Agreement  and Mutual  Release,  the terms of
         which are confidential. All pending claims have been dismissed. Amounts
         received  under the  Settlement  Agreement and Mutual  Release,  net of
         legal  fees  incurred  in  connection  with  the  litigation,   totaled
         $260,910, which has been shown as Unusual item, net on the Statement of
         Operations for 1998.


NOTE 15 - SUBSEQUENT EVENT
--------------------------

         Effective March 1, 2000,  628,927 shares of Vinings were purchased in a
         privately  negotiated   transaction  by  the  Officers,  one  of  their
         affiliates  and an  affiliate  of one of the  Trustees  from a  limited
         number  of  shareholders,  which  included  three of the  Trustees  and
         certain of their  affiliates (the "Stock  Transaction").  In connection
         with the Stock  Transaction,  the three  selling  Trustees  -- James D.
         Ross, Martin H. Petersen and Gilbert H. Watts, Jr. -- resigned from the
         Board of Trustees.

         In addition,  on March 15, 2000, the Board of Trustees voted to convert
         the Preferred Units of its operating  partnership  into a newly created
         class of  preferred  shares of  beneficial  interest  in  Vinings,  and
         consequently authorized the issuance of 1,988,235 preferred shares with
         the same rights,  preferences and privileges as the existing  Preferred
         Units.   The  issuance  of  preferred   shares  had  been  approved  by
         shareholders at the last annual meeting.

         As a result of the Stock Transaction,  fewer than five shareholders own
         in excess of 50% of the equity in Vinings. On March 15, 2000, the Board
         of  Trustees  voted to waive  the  ownership  limitations  in  Vinings'
         Declaration of Trust with respect to shareholders  acquiring  shares in
         the Stock  Transaction,  as well as with respect to certain  holders of
         Preferred Units who will be acquiring  Preferred  Shares.  The Board is
         currently   considering   whether  it  is  in  the  best  interests  of
         shareholders  for  Vinings to continue to qualify as a REIT for federal
         income tax purposes in light of the restrictions  imposed on Vinings in
         order for it to qualify as a REIT. To maintain its REIT status, Vinings
         would be required to effect a change in its ownership  structure  prior
         to June 30, 2000.  However,  there can be no assurances  that the Trust
         will be successful in effecting such a change prior to June 30, 2000.
<PAGE>

         Presently,  the Board does not believe that there would be negative tax
         consequences  to the  shareholders  should Vinings lose its REIT status
         due to the fact  that the  Trust is not  currently  generating  taxable
         income.   However,   management  is  continuing  to   investigate   all
         alternatives for maintaining REIT status as well as all consequences to
         the shareholders should Vinings lose its REIT status.

<PAGE>
<TABLE>
<CAPTION>
                       VININGS INVESTMENT PROPERTIES TRUST
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1999




                                                 Initial Cost to Trust        Improvements
                                               ---------------------------     Capitalized
                                                              Buildings and   Subsequent to
     Description                   Encumbrance        Land     Improvements    Acquisition
-------------------------------------------------------------------------------------------
<S>                                <C>            <C>         <C>               <C>
Cottonwood Apartments              $ 4,683,888    $  605,300   $ 4,401,715     $   18,339
Delta Bluff Apartments               6,203,591       765,700     6,519,178         16,635
Foxgate Apartments                   6,598,549       805,700     6,872,119         11,795
Hampton House Apartments             5,169,167       645,200     5,334,988         16,536
Heritage Place Apartments            3,141,865       404,100     2,971,124         12,812
Northwood Place Apartments           4,482,862       685,700     5,171,264         11,671
River Pointe Apartments              5,981,475       765,700     6,516,567         28,570
Trace Ridge Apartments               5,330,125       686,000     4,908,464          7,007
The Thicket Apartments               7,200,487     1,070,500     7,590,400        293,673
Windrush Apartments                  6,282,914     1,414,000     6,141,000        229,089
Peachtree Business Center            1,715,000       400,000     1,300,000      1,141,159
                               ------------------------------------------------------------
                                   $56,789,923    $8,247,900   $57,726,819     $1,787,286
                               ============================================================
</TABLE>

<TABLE>
<CAPTION>



                                                  Gross amounts at which
                                                 carried at close of period                      Life on
                                   --------------------------------------------------------       which                   Date of
                                                    Buildings and                Accumulated   Depreciation     Date      Original
Description                             Land       Improvements     Total       Depreciation   is Computed    Acquired  Construction
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>            <C>           <C>               <C>            <C>        <C>
Cottonwood Apartments                $  605,300   $ 4,420,054    $ 5,025,354   $  109,711        5-40 Years     5/99       1997
Delta Bluff Apartments                  765,700     6,535,813      7,301,513      154,186        5-40 Years     5/99       1996
Foxgate Apartments                      805,700     6,883,914      7,689,614      162,320        5-40 Years     5/99       1997
Hampton House Apartments                645,200     5,351,524      5,996,724      127,630        5-40 Years     5/99       1997
Heritage Place Apartments               404,100     2,983,936      3,388,036       73,981        5-40 Years     5/99       1996
Northwood Place Apartments              685,700     5,182,935      5,868,635      126,646        5-40 Years     5/99       1994
River Pointe Apartments                 765,700     6,545,137      7,310,837      154,802        5-40 Years     5/99       1996
Trace Ridge Apartments                  686,000     4,915,471      5,601,471      121,989        5-40 Years     5/99       1996
The Thicket Apartments                1,070,500     7,884,073      8,954,573    1,241,390        5-40 Years     6/96       1989
Windrush Apartments                   1,414,000     6,370,089      7,784,089      405,213        5-40 Years    12/97       1983
Peachtree Business Center               400,000     2,441,159      2,841,159      673,943        5-40 Years     4/90       1982
------------------------------------------------------------------------------------------------------------------------------------
                                     $8,247,900   $59,514,105    $67,762,005   $3,351,811
==========================================================================================
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>

<PAGE>

                       VININGS INVESTMENT PROPERTIES TRUST
                              NOTES TO SCHEDULE III
                                December 31, 1999


(A)      The  Peachtree  investment  was  acquired  through  a deed  in-lieu  of
         foreclosure of an original mortgage note investment.  In June 1996, the
         Trust  obtained  a  $2,000,000  line of  credit,  which is  secured  by
         Peachtree.  At December 31, 1999,  $1,715,000  was  outstanding  on the
         line.

(B)      The  Thicket  Apartments  was  acquired on June 28, 1996 for a purchase
         price of $8,650,000. It was financed by a mortgage loan in the original
         amount of $7,392,000  and  borrowings  from the Trust's line of credit,
         which is secured by Peachtree.

(C)      Windrush  Apartments  was acquired on December 19, 1997, for a purchase
         price  of  $7,555,000  consisting  of  the  assumption  of an  existing
         mortgage loan in the amount of $6,464,898 and other liabilities and the
         issuance  of  224,330  limited   partnership  units  in  the  Operating
         Partnership.

(D)      The  Mississippi  Properties  were  acquired  on  May 1,  1999,  for an
         aggregate purchase price $47,665,396  (excluding closing costs),  which
         included the assumption of debt of  approximately  $41,693,000  and the
         balance  being paid in cash,  which was funded by the  issuance  of the
         Preferred Units.

(E)      Gross capitalized costs of real estate assets are summarized as
         follows:

<TABLE>
<CAPTION>
                                                 ----------------------------------------------------------
                                                         1999                 1998                1997
                                                 ----------------------------------------------------------
<S>                                                   <C>                 <C>                 <C>
             Balance at beginning of period           $19,309,412         $19,162,992         $11,472,454
                                                 -----------------    -----------------   -----------------
                Additions during period:
                    Additions                          48,058,819              -                7,555,000
                    Improvements                          393,774             146,420             135,538
                                                 -----------------    -----------------   -----------------
                                                       48,452,593             146,420           7,690,538
                                                 -----------------    -----------------   -----------------
             Balance at close of period               $67,762,005         $19,309,412         $19,162,992
                                                 =================    =================   =================
</TABLE>

(F) Accumulated depreciation on real estate assets is as follows:
<TABLE>
<CAPTION>
                                                ----------------------------------------------------------
                                                       1999                 1998                1997
                                                 ----------------------------------------------------------
<S>                                                    <C>                 <C>                 <C>
             Balance at beginning of period            $1,664,678          $1,036,311          $  613,918

                Additions during period                 1,687,133             628,367             422,393
                                                 -----------------    -----------------   -----------------
             Balance at close of period                $3,351,811          $1,664,678          $1,036,311
                                                 =================    =================   =================
</TABLE>

<PAGE>
<TABLE>

                                                 Index to Exhibits
                                                 -----------------

Exhibit No.     Description
----------      -----------
<S>             <C>
   3.1          Third  Amended and Restated  Declaration  of Trust of Vinings  (incorporated  by reference as
                Exhibit 3.1 to Vinings'  Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
                1999, No. 0-13693).

   3.2          Amended  and  Restated  Bylaws of the Trust  (incorporated  by  reference  as Exhibit  3.2 to
                Vinings' Registration Statement on Form S-11, No. 2-94776).

  10.1          Vinings  Investment  Properties Trust 1997 Stock Option and Incentive Plan as approved by the
                Shareholders  on July 1, 1997  (incorporated  by reference as Exhibit A to Vinings' report on
                Form Schedule 14A filed on May 28, 1997).

  10.2          Amended and Restated Agreement of Limited Partnership of Vinings Investment Properties,  L.P.
                (incorporated  by reference as Exhibit  10.1 to Vinings'  Annual  Report on Form 10-K for the
                fiscal year ended December 31, 1997, No. 0-13693).

  10.3          First  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.2 to the Vinings'
                Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

  10.4          Second  Amendment to the Amended and Restated  Agreement  of Limited  Partnership  of Vinings
                Investment  Properties,  L.P.  (incorporated  by  reference  as Exhibit  10.3 to the Vinings'
                Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 0-13693).

  10.5          Third Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                Investment Properties, L.P. (incorporated by reference as Exhibit 10.4 on Form 10-K for year
                ended December 31, 1998).

  10.6          Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                Investment Properties, L.P. (incorporated by reference as Exhibit 10.5 on Form 10-K for year
                ended December 31, 1998).

  10.7          Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings
                Investment Properties, L.P. (incorporated by reference as Exhibit 10.6 on Form 10-K for year
                ended December 31, 1998).

  10.8          Sixth  Amendment to the Amended and  Restated  Agreement  of Limited  Partnership  of Vinings
                Investment  Properties,  L.P.,  dated as of April 29,  1999  (incorporated  by  reference  as
                Exhibit 4.1 to the Trust's report on Form 8-K filed on May 7, 1999).

  10.9          Promissory Note dated April 27, 1999 between Vinings  Investment  Properties,  L.P., and Bank
                Atlanta (filed herewith).

  10.10         Deed to Secure Debt and Security  Agreement dated April 27, 1999 between  Vinings  Investment
                Properties, L.P. and Bank Atlanta (filed herewith).
<PAGE>
  10.11         Form of Management  Contract dated May 1, 1999 between  certain  subsidiaries  of Vinings and
                VIP Management, LLC for the Mississippi Properties (filed herewith).

  10.12         Management Contract dated January 1, 1999, between Thicket Apartments, L.P. and VIP
                Management, LLC (incorporated by reference as Exhibit 10.11 on Form 10-K for the year ended
                December 31, 1998).

  10.13         Management Contract dated January 1, 1999, between Vinings Communities, L.P. and VIP
                Management, LLC (incorporated by reference as Exhibit 10.12 on Form 10-K for the year ended
                December 31, 1998).

  10.14         Management Contract dated January 1, 1999, between Vinings Investment Properties, L.P. and
                VIP Management, LLC (incorporated by reference as Exhibit 10.13 on Form 10-K for the year
                ended December 31, 1998).

  10.15         Form of Amended and Restated  Agreement of Purchase and Sale with attached  Revised  Schedule
                of Material Differences For Properties Acquired May 1, 1999 (filed herewith).

  10.16         Securities Purchase  Agreement,  dated as of April 29, 1999, Relating to Series A Convertible
                Preferred  Units of Vinings  Investment  Properties,  L.P., by and among  Vinings  Investment
                Properties  Trust,  Vinings  Investment  Properties,  L.P. and the  Purchasers  named therein
                (incorporated  by reference  as Exhibit  10.1 to Vinings'  report on Form 8-K filed on May 7,
                1999).

  10.17         Form of Registration  Rights and Lock Up Agreement,  dated as of April 29, 1999 (incorporated
                by reference as Exhibit 10.2 to Vinings' report on Form 8-K filed on May 7, 1999).

  10.18         Vinings/CMS  Master  Partnership,  L.P.,  Agreement of Limited  Partnership  (incorporated by
                reference as Exhibit 10.1 to Vinings' report on Form 8-K/A filed on July 15, 1999).

  21.1          Subsidiaries of the Trust (filed herewith).

  23.1          Consent of Independent Public Accountants (filed herewith).

  23.2          Consent of Independent Public Accountants (filed herewith).

  27.1          Financial Data Schedule for the fiscal year ended December 31, 1999 (filed herewith).
</TABLE>