**Exhibit 23**

 

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Derby Housing AssociatesLimited Partnership

 

We have audited theaccompanying balance sheets of Derby Housing Associates Limited Partnership (“Partnership”)as of December 31, 2007 and 2006, and the related statements ofoperations, partners’ equity and cash flows for the years then ended. Thesefinancial statements are the responsibility of the partnership’s management.Our responsibility is to express an opinion on these financial statements basedon our audits.

 

We conducted our auditsin accordance with the Standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. The Partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audit included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Partnership’s internal control over financialreporting. Accordingly, we express no such opinion. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

tn our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Derby Housing Associates LimitedPartnership as of December 31, 2007 and 2006, and the results of itsoperations, changes in partners’ equity and its cash flows for the years thenended, in conformity with accounting principles generally accepted in theUnited States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Sioux Falls HousingAssociates Two Limited Partnership

 

We have audited theaccompanying balance sheets of Sioux Falls Housing Associates Two LimitedPartnership (“Partnership”) as of December 31, 2007 and 2006, and therelated statements of operations, partners’ equity and cash flows for the yearsthen ended. These financial statements are the responsibility of thePartnership’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

 

We conducted our auditsin accordance with the Standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. The Partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audit included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Partnership’s internal control overfinancial reporting. Accordingly, we express no such opinion. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Sioux Falls Housing Associates Two LimitedPartnership as of December 31, 2007 and 2006, and the results of itsoperations, changes in partners’ equity and its cash flows for the years thenended, in conformity with accounting principles generally accepted in theUnited States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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