<PAGE>

                                   FORM 10Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


FOR THE QUARTERLY PERIOD ENDED                               COMMISSION FILE
JUNE 30, 2000                                                  NO. 0-11980


                            VENETIAN PARK ASSOCIATES
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


CALIFORNIA                                                      95-3887496
(STATE OR OTHER JURISDICTION                                 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)


                         3250 OCEAN PARK BLVD., STE. 380
                             SANTA MONICA, CA 90405
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (310) 450-6866

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

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 THE NUMBER OF SHARES (UNITS) OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK (UNITS) AS OF THE LATEST PRACTICABLE DATE (APPLICABLE
ONLY TO CORPORATE ISSUER) 6,041 LIMITED PARTNERSHIP UNITS ISSUED AND
OUTSTANDING.

<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2000


                                      INDEX

<TABLE>
<CAPTION>
                                                                               PAGE NO.
                                                                               --------
<S>                                                                            <C>
PART I.  FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS:

                  BALANCE SHEETS ...............................................    3-4

                  STATEMENTS OF OPERATIONS .....................................    5-6

                  STATEMENTS OF CHANGES IN PARTNERS' EQUITY ....................      7

                  STATEMENTS OF CASH FLOWS .....................................      8

                  NOTES TO FINANCIAL STATEMENTS ................................      9

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ............  10-11

         ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...     11


PART II.  OTHER INFORMATION ....................................................     12

SIGNATURE ......................................................................     13
</TABLE>




                                                                             2
<PAGE>

                          PART I. FINANCIAL INFORMATION

                        VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                    ASSETS
<TABLE>
<CAPTION>
                                                JUNE 30,      DECEMBER 31,
                                                 2000             1999
                                              -----------     ------------
                                              (UNAUDITED)      (AUDITED)
CURRENT ASSETS:

<S>                                            <C>            <C>
    CASH ...................................   $  268,439     $  300,521
    TENANTS' RENTS RECEIVABLE ..............        4,103          3,356
    OTHER RECEIVABLES AND DEPOSITS .........          342        214,670
    PREPAID EXPENSES .......................          772         17,250
                                               ----------     ----------
      TOTAL CURRENT ASSETS .................      273,656        535,797

RESTRICTED DEPOSITS & FUNDED RESERVES:

    MORTGAGE ESCROW DEPOSITS ...............       63,112         45,261
    RESERVE FOR REPLACEMENTS ...............      673,118        835,460
                                               ----------     ----------
      TOTAL RESTRICTED DEPOSITS & RESERVES..      736,230        880,721

FIXED ASSETS, NET ..........................    6,773,021      6,446,296

OTHER ASSETS:

    PREPAID LOAN FEES ......................      140,840        148,318
    DEPOSITS ...............................        4,956              0
      TOTAL OTHER ASSETS ...................      145,796        148,318

TOTAL ASSETS ...............................   $7,928,703     $8,011,132
                                               ==========     ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                                               3
<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>
                                              JUNE 30,     DECEMBER 31,
                                                2000           1999
                                            -----------    ------------
                                            (UNAUDITED)     (AUDITED)
CURRENT LIABILITIES:
<S>                                         <C>            <C>
    ACCOUNTS PAYABLE & ACCRUED EXPENSES     $   45,896     $   65,619
    ACCOUNTS PAYABLE - CONTRUCTION ....        258,882              0
    ACCRUED INTEREST ..................         42,456         42,456
    TENANTS' PREPAID RENTS ............         11,405          6,428
    TENANTS' SECURITY DEPOSITS ........         96,291         96,825
    CURRENT PORTION OF LONG TERM DEBT .        192,430        192,430
                                            ----------     ----------
      TOTAL CURRENT LIABILITIES .......        647,360        403,758

OTHER LIABILITIES:

    MORTGAGE PAYABLE - 1ST TRUST DEED .      6,081,677      6,247,163
                                            ----------     ----------
      TOTAL OTHER LIABILITIES .........      6,081,677      6,247,163

PARTNERS EQUITY .......................      1,199,666      1,360,211

TOTAL LIABILITIES AND PARTNERS EQUITY .     $7,928,703     $8,011,132
                                            ==========     ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
                                                                              4


<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                               THREE MONTHS   THREE MONTHS
                                                  ENDED          ENDED
                                                 JUNE 30,       JUNE 30,
                                                  2000           1999
                                               ------------   ------------
<S>                                             <C>            <C>
OPERATING REVENUE:

    RENTAL INCOME .........................     $ 455,461      $ 404,309
    OTHER RENTAL AND INTEREST INCOME ......        18,333         10,455
                                                ---------      ---------
        TOTAL OPERATING REVENUE ...........       473,794        414,764
                                                ---------      ---------
OPERATING EXPENSES:

    REPAIR AND MAINTENANCE ................       140,183         99,786
    UTILITIES .............................        39,103         47,216
    MANAGERS SALARIES .....................        52,748         57,289
    MANAGEMENT FEES .......................        27,896         20,738
    GENERAL AND ADMINISTRATIVE ............        30,228         36,883
    REAL PROPERTY TAXES AND INSURANCE .....        33,742         33,694
    FINANCIAL EXPENSES ....................       125,343        110,050
    DEPRECIATION ..........................        69,771         69,586
    AMORTIZATION ..........................         3,739            236
                                                ---------      ---------
        TOTAL OPERATING EXPENSES ..........       522,753        475,478
                                                ---------      ---------
NET INCOME (LOSS) FROM OPERATIONS .........     $ (48,959)     $ (60,714)
                                                =========      =========
NET INCOME (LOSS) FROM OPERATIONS
(6,041 LIMITED PARTNERSHIP UNITS ISSUED
AND OUTSTANDING)...........................     $   (8.10)     $  (10.05)
                                                =========      =========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                                               5

<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                SIX MONTHS       SIX MONTHS
                                                  ENDED            ENDED
                                                 JUNE 30,         JUNE 30,
                                                   2000             1999
                                               -----------      -----------
<S>                                            <C>              <C>
OPERATING REVENUE:

    RENTAL INCOME ........................     $   908,797      $   789,475
    OTHER RENTAL AND INTEREST INCOME .....          36,686           29,927
                                               -----------      -----------
        TOTAL OPERATING REVENUE ..........         945,483          819,402

OPERATING EXPENSES:

    REPAIR AND MAINTENANCE ...............         263,899          154,651
    UTILITIES ............................          89,435           94,354
    MANAGERS SALARIES ....................         112,304          110,717
    MANAGEMENT FEES ......................          51,473           41,059
    GENERAL AND ADMINISTRATIVE ...........          87,632           91,326
    REAL PROPERTY TAXES AND INSURANCE ....          67,483           67,389
    FINANCIAL EXPENSES ...................         252,046          218,308
    DEPRECIATION .........................         139,542          139,172
    AMORTIZATION .........................           7,478              472
                                               -----------      -----------
        TOTAL OPERATING EXPENSES .........       1,071,292          917,448

NET INCOME (LOSS) FROM OPERATIONS ........     $  (125,809)     $   (98,046)
                                               ===========      ===========
NET INCOME (LOSS) PER UNIT
(6041 LIMITED PARTNERSHIP UNITS ISSUED
AND OUTSTANDING)..........................     $    (20.83)     $    (16.23)
                                               ===========      ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                                               6
<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          STATEMENT OF PARTNER'S EQUITY
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                  SIX MONTHS
                                                    ENDED
                                                   JUNE 30,
                                                     2000
                                                 -----------
<S>                                              <C>
BALANCE AT JANUARY 1, 2000 ...................   $ 1,360,211
NET INCOME (LOSS) ............................      (125,809)
CASH DISTRIBUTIONS ...........................       (34,736)
                                                 -----------
  BALANCE AT JUNE 30, 2000....................   $ 1,199,666
                                                 ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                                             7




<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                              SIX MONTHS     SIX MONTHS
                                                                 ENDED         ENDED
                                                                JUNE 30,      JUNE 30,
                                                                 2000           1999
                                                              ----------     ----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME/(LOSS) .     $(125,809)     $ (98,046)
                                                              ---------      ---------
ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
    DEPRECIATION AND AMORTIZATION .......................       147,020        139,644
    CHANGE IN ASSETS - (INCREASE) DECREASE:
      TENANTS' RENTS RECEIVABLE .........................          (747)           783
      INSURANCE RECEIVABLES .............................             0        120,626
      OTHER RECEIVABLES AND DEPOSITS ....................       214,328         (1,405)
      PREPAID EXPENSES ..................................        16,478          7,715
      RESTRICTED DEPOSITS AND RESERVES ..................       144,491         (5,205)
      DEPOSITS ..........................................        (4,956)        (1,934)
    CHANGE IN LIABILITIES - INCREASE (DECREASE):
      ACCOUNTS PAYABLE AND ACCRUED EXPENSES .............       (19,723)       (96,306)
      ACCOUNTS PAYABLE - CONSTRUCTION ...................       258,882              0
      TENANTS PREPAID RENTS .............................         4,977          6,739
      TENANTS SECURITY DEPOSIT PAYABLE ..................          (534)         3,819
                                                              ---------      ---------
         TOTAL ADJUSTMENTS ..............................       760,216        174,476
                                                              ---------      ---------
NET CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES:       634,407         76,430
                                                              ---------      ---------
CASH FLOW FROM INVESTING ACTIVITIES:

  ACQUISITON OF FIXED ASSETS ............................      (466,267)            --
                                                              ---------      ---------
NET CASH (USED IN) INVESTING ACTIVITIES .................      (466,267)             0
                                                              ---------      ---------

CASH FLOW FROM FINANCING ACTIVITIES:

  PRINCIPAL REDUCTION OF LONG-TERM DEBT .................      (165,486)       (66,210)

  CAPITAL DISTRIBUTIONS TO PARTNERS .....................       (34,736)             0
                                                              ---------      ---------
NET CASH (USED IN) FINANCING ACTIVITIES .................      (200,222)       (66,210)
                                                              ---------      ---------

NET INCREASE (DECREASE) IN CASH .........................       (32,082)        10,220
CASH AT BEGINNING OF PERIOD .............................       300,521         38,050
                                                              ---------      ---------
CASH AT END OF PERIOD ...................................     $ 268,439      $  48,270
                                                              =========      =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  CASH PAID DURING THE YEAR FOR:
    INTEREST EXPENSE ....................................     $ 250,943      $ 203,794

    STATE FRANCHISE TAX .................................     $     800      $     800
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                                             8


<PAGE>

                         VENETIAN PARK ASSOCIATES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                        THREE MONTHS ENDED JUNE 30, 2000

1)        BASIS OF PRESENTATION

          SEE THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 FOR APPROPRIATE
          DISCLOSURE TO THE FINANCIAL STATEMENTS. THE FINANCIAL STATEMENTS
          INCLUDED IN THE 10-Q OMIT SUBSTANTIALLY ALL DISCLOSURES.

2)        ADJUSTING ENTRIES

          ALL ADJUSTMENTS WHICH ARE NECESSARY FOR A FAIR PRESENTATION OF THE
          FINANCIAL STATEMENTS HAVE BEEN MADE TO THE FINANCIAL STATEMENTS
          PRESENTED. ALL SUCH ADJUSTMENTS ARE OF A NORMAL RECURRING NATURE.

                                                                               9

<PAGE>

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

RESULTS OF OPERATIONS

GENERAL

Operating income for the six months ended June, 2000 was $945,483 vs. $819,402
during the corresponding period last year, a hike of $126,081 or 15.39%. Net
spendable this year through June 30 was a negative cash flow of $125,809 vs. a
negative cash flow of $98,046 during the first six months of 1999, an increase
in negative cash flow of $103,791 due to the $111,720 building exterior
painting.

The scheduled monthly rent roll for June, 2000 was $166,403 vs. $160,380 at the
same time last year, an increase of $6,023 or 3.76%. Additional rent increases
are ongoing as leases expire and "street rents" have recently been increased by
approximately 10%. Rental losses (vacancies, net delinquencies and rental
discounts) have been slashed by $84,285 or 53.5% on a year-to-year basis:
$73,242 this year through June 30 vs. $157,527 last year through the same date,
a good measure of rapidly improving rental conditions and results of the
project's restoration.

Operating expenses during the 2000 first half were $1,071,292 vs. $917,448
during the corresponding period last year, an increase of $153,844. Although
utility costs declined by $4,919, repairs and maintenance were up by $109,248
during the first half of this year compared to the same period last year due to
the building exterior painting cost of $111,720.

Utilities declined because of a gas credit of $4,000 in May due to an overcharge
in estimated billing. Variable expenses were reduced due to decreases in
advertising, accounting fees and landscaping work. Repairs and maintenance were
cut mainly due to decreases in plumbing expenses and carpentry supplies. Fixed
expenses increased this year because of payroll and property insurance costs.
Management fees were higher because rental income increased. Replacements went
up due to carpet/flooring replacements and three new air conditioner unit
replacements.

On June 30, 2000 the Property's cash accounts stood at $268,439 (including
$101,066 in tenant refundable security deposits). As noted above, the Property's
first trust deed holder is holding $634,419 of our money in a repair escrow
account (such funds are released only when each job or phase of each job is
complete). Therefore, cash plus the interest bearing escrow account containing
our funds amounts to $903,054. Of this amount, as of June 30, 2000, our payables
for roof work in progress, the balance of the paving contract and accounts
payables were $300,274. This would leave us with cash accounts of $576,445
provided we have paid for all work completed and the balance of the repair
escrow funds were in our own bank account. Frustrating at this time is the fact
that Reilly Mortgage Company, the loan servicing agent, drags its feet for two
weeks or longer before they release funds with which we reimburse the
Partnership for monies expended for the rehabilitation work.

                                                                              10

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS. (Continued)

Presently, the following major jobs have been completed: Complete exterior
painting, 90% of the paving, 100% of the maintenance shop and rental office
addition, 90% of the redecoration of the rental office and club house and 35.6%
of the roof replacement, a total of 105 units completed. Because of delays in
replacement of air conditioning ducts on the roof (not originally budgeted for)
and the City of Stockton's requirement that certain metal ladders on the roofs
be replaced (not originally budgeted for) the roof replacement program is only
35.6 % complete. If the roofing contractor remains on schedule, it is
anticipated that the job will be completed during August of this year.

TOTAL WORK INITIALLY BUDGETED AMOUNTED TO $666,368; HOWEVER, WE WILL BE OVER
BUDGET BY $46,308, THE INCREASE ATTRIBUTABLE TO UNEXPECTED REQUIREMENTS BY THE
CITY OF STOCKTON AND THE MANDATORY AIR CONDITIONING DUCT REPLACEMENTS. IT IS
FAIR TO MENTION, THOUGH, THAT THE AMOUNT OVER BUDGET WOULD'VE BEEN MORE HAD WE
NOT SAVED $53,034 IN PAVING AND PAINTING COSTS.

As anticipated, the renewal of the Property's aesthetic appearance by virtue of
the painting and repaving has put a brake on move-outs and enabled us to reduce
our vacancy factor for the year-to-year date to 7.41%. When I visited the
Property on July 12, 2000, only 12 apartments (approximately 4% of the total)
were available for rent.

LIQUIDITY AND CAPITAL RESOURCES

Although we have booked a cash flow this year in excess of $21,211 (excluding
depreciation & amortization expenses) of which more than 70% was generated in
the second quarter, the Partnership's accountants suggest that we delay
distributions until the end of third quarter at which time the extensive roof
replacement job will be complete. The reason for this is that the lender, who is
holding $634,419 of our refinancing proceeds until the job is complete, requires
that we pay for the roof work as invoices are submitted which is BEFORE they
release our funds. To place this in better perspective, we pay the roofers by
the number of units completed, but the lender will only release funds based on
BUILDINGS completed. There are 40 buildings in the project and 12 are completed.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The partnership purchased an existing Apartment Complex with a total of 295
units comprised of four separate apartment projects operated under Section
221(d)(4) of the National Housing Act. The partnership is economically dependent
on the Stockton California rental market.


                                                                              11
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         NOT APPLICABLE

ITEM 2.  CHANGES IN SECURITIES

         NOT APPLICABLE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         NOT APPLICABLE

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

         NOT APPLICABLE

ITEM 5.  OTHER INFORMATION

         NOT APPLICABLE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          A)        EXHIBITS

                    EXHIBITS OTHER THAN THOSE LISTED HAVE BEEN OMITTED BECAUSE
                    THEY ARE NONEXISTENT, INAPPLICABLE OR BECAUSE THE REQUIRED
                    INFORMATION IS GIVEN IN THE FINANCIAL STATEMENTS OR NOTES
                    THERETO.

          B)        REPORTS ON FORM 8-K

                    NOT APPLICABLE


                                                                              12

<PAGE>

                                    SIGNATURE


          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF SANTA MONICA OF
CALIFORNIA.

                                 VENETIAN PARK ASSOCIATES, LTD.
                                  (A CALIFORNIA LIMITED PARTNERSHIP)



DATED:   SEPTEMBER 11, 2000        BY   /s/ NORMAN JACOBSON
                                      --------------------------------------
                                            NORMAN JACOBSON
                                            GENERAL PARTNER


                                                                              13