Grove Village Limited Partnership

                            (A Limited Partnership)

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2006


                           Loveridge Hunt & Co., PLLC
                          CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                                    CONTENTS

                                                                            PAGE
                                                                            ----
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS.....................    1-2

FINANCIAL STATEMENTS:

     Balance Sheet.......................................................    3-4

     Statement of Operations.............................................      5

     Statement of Changes in Partners' Equity (Deficit)..................      6

     Statement of Cash Flows.............................................    7-8

     Notes to Financial Statements.......................................   9-12

ADDITIONAL INFORMATION...................................................  13-24

INDEPENDENT AUDITOR'S COMBINED REPORT ON INTERNAL CONTROL................  25-26

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
     REQUIREMENTS APPLICABLE TO MAJOR HUD PROGRAMS.......................  27-28

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
     REQUIREMENTS APPLICABLE TO FAIR HOUSING AND NON-DISCRIMINATION......     29

OWNER'S CERTIFICATION....................................................     30

MANAGEMENT AGENT'S CERTIFICATION.........................................     31

AUDITOR'S TRANSMITTAL LETTER.............................................     32



<PAGE>

                           Loveridge Hunt & Co., PLLC
                          CERTIFIED PUBLIC ACCOUNTANTS

              INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Grove Village Limited Partnership
Portland, Oregon


We have audited the accompanying balance sheet of Grove Village Limited
Partnership, owner of Grove Village Apartments Hud Section 8 Contract No.
TX16L00024, as of December 31, 2006, and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and Government Auditing Standards, issued by the
                                    -----------------------------
Comptroller General of 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 provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Grove Village Limited
Partnership as of December 31, 2006, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying additional information
on pages 13 through 24 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.

                                                                          Page 1
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       INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS - (CONTINUED)

In accordance with Government Auditing Standards, we have also issued reports
                   -----------------------------
dated March 28, 2007, on our consideration of the Partnership's internal control
over financial reporting and on our tests of its compliance with certain
provisions of laws, regulations, contracts and grant agreements and other
matters. The purpose of those reports is to describe the scope of our testing of
internal control over financial reporting and compliance and the results of that
testing and not to provide an opinion on the internal control over financial
reporting or on compliance. Those reports are an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
                             -----------------------------
conjunction with this report in considering the results of our audit.



/s/ Loveridge Hunt & Co., PLLC
------------------------------
March 28, 2007





                                                                          Page 2

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                       Grove Village Limited Partnership

                                  BALANCE SHEET

                               December 31, 2006



                                     ASSETS
                                     ------


Rental property and equipment, at cost:
  Buildings,furnishings and equipment                               $ 2,776,902
  Accumulated depreciation                                             (276,538)
                                                                    -----------
                                                                      2,500,364
  Land                                                                  750,000
                                                                    -----------
                                                                      3,250,364

Restricted deposits:
  Other reserves                                                      3,154,868
  Tenant trust - security deposits                                       11,476
                                                                    -----------
                                                                      3,166,344

Other assets:
  Cash                                                                    4,451
  Cash - Development                                                      1,850
  Accounts receivable                                                    17,172
  Miscellaneous receivables                                              43,449
  Intangible assets, net of amortization of $3,026                      115,633
          Construction in progress                                    2,339,377
                                                                    -----------
                                                                      2,521,932
                                                                    -----------

                                                                    $ 8,938,640
                                                                    ===========






                              Continued on Page 4.


                                                                          Page 3

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                       Grove Village Limited Partnership

                          BALANCE SHEET - (CONTINUED)

                               December 31, 2006


                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
                   ------------------------------------------



Liabilities:
  Mortgage notes payable                                            $ 6,180,000
  Notes payable - affiliate                                             198,808
  Accounts payable                                                       95,868
  Accrued expenses                                                       42,656
  Accrued interest payable                                              222,180
  Advances payable                                                    1,283,175
  Construction costs payable                                            170,052
  Rent received in advance                                                6,392
  Tenant security deposits payable                                       12,699
  Developer fee payable                                                 908,410
                                                                    -----------
                                                                      9,120,240

Partners' equity (deficit)                                             (181,600)
                                                                    -----------

                                                                    $ 8,938,640
                                                                    ===========




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


                                                                          Page 4


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                       Grove Village Limited Partnership

                            STATEMENT OF OPERATIONS

                          Year Ended December 31, 2006


Revenue:
  Rent, net                                                         $ 1,022,810
  Other                                                                  13,522
                                                                    -----------
                                                                      1,036,332

Expenses:
  Administrative                                                        245,397
  Utilities                                                             511,148
  Operating and maintenance                                             348,495
  Taxes and insurance                                                   142,433
  Interest                                                              377,637
  Other financial                                                        47,423
  Depreciation                                                          120,689
  Amortization                                                            2,032
                                                                    -----------
                                                                      1,795,254
                                                                    -----------
     Operating income (loss) before partnership income (loss)          (758,922)
                                                                    -----------
  Other revenue                                                          52,876
                                                                    -----------
     Net income (loss)                                              $  (706,046)
                                                                    ===========



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

                                                                          Page 5


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                       Grove Village Limited Partnership

               STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

                          Year Ended December 31, 2006


                                      General         Limited
                                      Partner         Partner          Total
                                    -----------     -----------     -----------
Balance - January 1, 2006           $       (85)    $  (850,469)    $  (850,554)

Contributions                                         1,390,000       1,390,000

Syndication costs                                       (15,000)        (15,000)

Net income (loss)                           (71)       (705,975)       (706,046)
                                    -----------     -----------     -----------

Balance - December 31, 2006         $      (156)    $  (181,444)    $  (181,600)
                                    ===========     ===========     ===========



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

                                                                          Page 6

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                       Grove Village Limited Partnership

                            STATEMENT OF CASH FLOWS

                          Increase (Decrease) in Cash

                          Year Ended December 31, 2006


Cash flows from operating activities:
Net income (loss)                                                   $  (706,046)
  Adjustments to reconcile net income (loss) to net cash
       provided (used) by operating activities:
    Depreciation and amortization                                       122,721
    Changes in certain assets and liabilities:
       Accounts receivable                                              (17,172)
       Accounts payable                                                  95,866
       Accrued expenses                                                  42,656
       Accrued interest payable                                         222,180
       Rent received in advance                                           6,392
       Tenant security deposits                                           1,223
                                                                    -----------
    Net cash provided (used) by operating activities                   (232,180)

Cash flows from investing activities:
  Purchase of fixed assets                                           (1,260,915)
  Deposits to reserve accounts                                       (3,154,868)
                                                                    -----------
    Net cash provided (used) by investing activities                 (4,415,783)

Cash flows from financing activities:
  Payments on notes payable                                          (3,146,109)
  Proceeds from notes payable                                         6,180,000
  Syndication costs and GP advances                                      54,330
  Contributions                                                       1,390,000
                                                                    -----------

    Net cash provided by financing activities                         4,478,221

Net increase (decrease) in cash                                        (169,742)

Cash - beginning of year                                                176,043
                                                                    -----------
Cash - end of year                                                  $     6,301
                                                                    ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $   155,457

Supplemental schedule of non-cash investing and financing activities:


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



                                                                          Page 7


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                       Grove Village Limited Partnership

                     STATEMENT OF CASH FLOWS - (CONTINUED)
                          Increase (Decrease) in Cash

                          Year Ended December 31, 2006


Additions to construction-in-progress financed by:
  Developer fee payable                                              $  908,410
  Construction costs payable                                         $  170,052















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




                                                                          Page 8
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                       Grove Village Limited Partnership

                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - NATURE OF BUSINESS

Grove Village Limited Partnership (the Partnership) is a Oregon limited
partnership which was formed in 2004 to own and operate a 232-unit apartment
project (the Project) in Dallas, Texas. The Project will be rehabilitated in
conformity with the provisions of Section 42 of the Internal Revenue Code,
including, but not limited to, complying with tenant eligibility and rent
restrictions.

The Partnership was formed by and among the General Partner, Walker Guardian
LLC, an Oregon limited liability company, and the Limited Partner, Walker Bridge
L.L.C. The Partnership shall continue until January 1, 2050 unless terminated as
provided by the Agreement of Limited Partnership. During 2006 a new limited
partner WNC Housing Tax Credit Fund VI Series 13, L.P was admitted and Walker
Bridge L.L.C. withdrew as the limited partner.

The Partnership has assumed existing contracts with the US. Department of
Housing and Urban Development ("HUD") under the Section 8 Housing Assistance
Payment Program, which covers 143 of the 232 housing units in the Project. The
project receives a rent subsidy provided by HUD. During the year rental revenue
from HUD totaled $757,911, representing 73 percent of total revenue. The rent
subsidy contract with HUD expires August 31, 2007.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting
--------------------
The accrual method of accounting is used for financial statement purposes.

Depreciation
------------
Depreciation is computed for financial statement purposes using the
straight-line method over the estimated useful lives of the related assets.

Amortization
------------
Amortization is computed on a straight-line basis. Financing costs are amortized
over 5 years.

Income Taxes
------------
No income tax provision has been included in the financial statements since
income or loss of the Partnership is required to be reported by the respective
partners on their income tax returns.

Cash Equivalents
----------------
For purposes of the statement of cash flows, the Partnership considers all
investment instruments purchased with a maturity of three months or less to be
cash equivalents. At December 31, 2006, there were no cash equivalents.



                                                                          Page 9

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                       Grove Village Limited Partnership

                         NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally accepted in the. United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.

Cost Capitalization
-------------------
Costs that clearly relate to the rehabilitation of the project are capitalized.
Costs are allocated to project components by the specific identification method.

Concentration of Credit
-----------------------
The Partnership maintains its cash in bank deposit accounts, which, at times,
may exceed federally insured limits. The Partnership has not experienced any
losses in such accounts. Management believes the Partnership is not exposed to
any significant credit risk on cash and cash equivalents.

NOTE 3 - RELATED PARTY TRANSACTIONS

Developer fee payable
---------------------
Developer fees are owed to an affiliate of the managing member for services
rendered during the rehabilitation of the project . There is no interest charged
on the note. There were no payments made during the year. As of December 31,
2006 developer fee payable totaled $908,410 all of which was earned. The
Development Fee Agreement provides for a development fee equal to the greater of
$1,211,213 or 15 % of total development costs to be paid to Guardian Affordable
Housing Development LLC.

Property Management Fee
-----------------------
Management of the Project has been performed by an affiliate of the managing
member. During the year ended December 31, 2006, management fees charged by the
related entity totaled $65,689, of which $14.849 was paid.

Asset Management Fee
--------------------
The operating agreement provides for the investor member to be paid an annual
asset management fee beginning in 2008 in the amount of $7,500 with annual
increases of 3%.

Other fees
----------
Tenant and employment background screening services of the Project has been
performed by an affiliate of the managing member. During the year ended December
31, 2006, screening fees totaling $5,215 was earned by and paid to the related
entity.


                                                                         Page 10
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                       Grove Village Limited Partnership

                         NOTES TO FINANCIAL STATEMENTS


NOTE 3 - RELATED PARTY TRANSACTIONS - (CONTINUED)

General Partner Advances
------------------------
Accounts payable to an affiliate of the General Partner totaled $624,566 for
2006. The amounts relate to operating costs of the Project, financing costs and
capital improvements to the Project. Under the terms of the Agreement of Limited
Partnership. amounts advanced by Guardian Management LLC bear interest at 9.5%
per annum for a 40 year term. Accrued interest payable on the note totaled
$47,423. The note is not secured by the property and payments shall be made
solely from Net Operating Income, sale or refinancing proceeds.

Former Limited Partner Advances
-------------------------------
The amounts due to Walker Bridge LLC are due on demand. Under the terms of the
Agreement of Limited Partnership, amounts advanced by Walker Bridge LLC bear
interest at 12X per annum. During the year payments totaling $307,109 were made
on the note. Principal and accrued interest due on the note totaled $658,609 and
$222,180 respectively.

Notes Payable
-------------
The partnership has a Note Payable to Apartment Acquisition LLC in the amount of
$198,808. The note is in connection with the purchase of the Project, for which
Apartment Acquisitions LLC assigned the right to purchase the Project to the
Partnership in exchange for a non-interest bearing note. The note is due in
annual payments equal to Net Cash Flow. The note matures December 2020. The note
is not secured by the property.

NOTE 4 - NOTES PAYABLE

The partnership had a Note Payable to Sterling Savings Bank in the amount of
$2,839,000 for the acquisition and operations of the project. The note was paid
off during August, 2006 with a bond payable in the original amount of $6,180,000
from U.S. National Bank Association (the "Bank"). The Bank is also the trustee
for the Bonds. Monthly interest only payments of $30,900 are due initially, and
the note is secured by the property. The note matures July 2021.

Affiliates of the general partner have personally guaranteed to the Note
Payable.


                                                                         Page 11
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                       Grove Village Limited Partnership

                         NOTES TO FINANCIAL STATEMENTS


NOTE 4 - NOTES PAYABLE - (CONTINUED)

The following schedule outlines principal amounts due on the note:

                    Year                                Amount
                    ----                            -----------
                    2007                            $    27,953
                    2008                                 71,352
                    2009                                 76,896
                    2010                                 81,704
                    2011                                 86,819
                    2012                              5,835,276
                                                    -----------

                                                    $ 6,180,000
                                                    ===========


NOTE 5 - MEMBERS' CAPITAL

Since the formation of Company, total capital contributions of $ -0-, $304, and
$1,389,696 have been received from the General Partner, the Special Limited
Partner and the Limited Partner, respectively. The Limited Partner is required
to make additional capital contributions of $1,653,228. No additional capital
contributions are required by the General Partner and the Special Limited
Partner.

NOTE 6 -COMMITMENTS AND CONTINGENCIES

Construction Completion Guaranty
--------------------------------
The General Partner has provided a construction completion guaranty to the
Partnership, and, if necessary, shall pay all costs in excess of designated
proceeds to assure the completion.

Construction Commitment
-----------------------
The Partnership has entered into a construction contract for the rehabilitation
of the project that provides for total construction costs of $4,460,652. Of this
amount, $585,780 has been billed as of December 31, 2006 leaving a remaining
construction commitment of $3,874,872.

                                                                         Page 12