<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the Fiscal Year Ended December 31, 2005          Commission File No. 0-16701


            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


            MICHIGAN                                           38-2702802
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)

                  280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
               (Address of principal executive offices) (Zip Code)

                                 (248) 645-9220
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:
         units of beneficial assignments of limited partnership interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

      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 (Section 229.405 of this chapter) 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. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]    Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).

                                 Yes [ ] No [X]

================================================================================

<PAGE>


The estimated aggregate net asset value of the units as of March 1, 2006 held by
non-affiliates, as estimated by the General Partner (based on a 2006 appraisal
of Partnership properties), was $54,655,646. As of March 1, 2006 the number of
units of limited partnership interest of the registrants outstanding was
3,303,387.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
                                     PART I-


            This Form 10-K contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
are based on assumptions and expectations which may not be realized and are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which might not even be anticipated. Future events and
actual results, financial and otherwise, may differ materially from the results
discussed in the forward-looking statements. Risks and other factors that might
cause such a difference include, but are not limited to, the effect of economic
and market conditions; financing risks, such as the inability to obtain debt
financing on favorable terms; the level and volatility of interest rates; and
failure of the Partnership's properties to generate additional income to offset
increases in operating expenses, as well as other risks listed herein under Item
1.

ITEM 1. BUSINESS

General Development of Business

            Uniprop Manufactured Housing Communities Income Fund II, a Michigan
Limited Partnership (the "Partnership"), acquired, maintains, operates and
ultimately will dispose of income producing residential real properties
consisting of nine manufactured housing communities (the "Properties"). The
Partnership was organized and formed under the laws of the State of Michigan on
November 7, 1986. Its principal offices are located at 280 Daines Street,
Birmingham, Michigan 48009 and its telephone number is (248) 645-9220.

            The Partnership filed an S-11 Registration Statement in November
1986, which was declared effective by the Securities and Exchange Commission on
December 23, 1986. The Partnership thereafter sold 3,303,387 units (the "Units")
of beneficial assignment of limited partnership interest representing capital
contributions by unit holders (the "Unit Holders") to the Partnership of $20 per
unit. The sale of all 3,303,387 Units was completed in December 1987, generating
$66,067,740 of contributed capital to the Partnership.

            The Partnership acquired seven of the Properties in 1987 and
acquired two additional Properties in 1988.


                                      -2-
<PAGE>


            The Partnership operates the Properties as manufactured housing
communities with the primary investment objectives of: (1) providing cash from
operations to investors; (2) obtaining capital appreciation; and (3) preserving
capital of the Partnership. There can be no assurance that such objectives can
be achieved.

            On August 20, 1998, the Partnership borrowed $30,000,000 (the
"Loan") from GMAC Commercial Mortgage Corporation. It secured the Loan by
placing new mortgages on seven of its nine properties. The note is payable in
monthly installments of $188,878, including interest at 6.37% through March
2009. Thereafter, the monthly installment and interest rate will be adjusted
based on the provisions of the Loan Agreement through the note maturity date of
September 2028. The Partnership used the proceeds from the Loan to refinance the
Partnership's outstanding indebtedness of $30,045,000, which was incurred in a
1993 mortgage financing transaction.

Financial Information About Industry Segment

            The Partnership's business and only industry segment is the
operation of its nine manufactured housing communities. Partnership operations
commenced in April 1987 upon the acquisition of the first two Properties. For a
description of the Partnership's revenues, operating profit and assets please
refer to Items 6 and 8.

Narrative Description of Business

General

            The Sunshine Village, Ardmor Village and Camelot Manor Properties
were selected from 25 manufactured housing communities then owned by affiliates
of Genesis Associates Limited Partnership, the General Partner of the
Partnership (the "General Partner"). The other six communities were purchased
from unaffiliated third parties. The Partnership rents home sites in the
Properties to owners of manufactured homes. It was intended that the Partnership
would hold the Properties for extended periods of time, originally anticipated
to be seven to ten years after their acquisition. The General Partner has the
discretion to determine when a Property is to be sold; provided, however, that
the determination of whether a particular Property should be disposed of will be
made by the General Partner only after consultation with an independent
consultant, Manufactured Housing Services Inc. (the "Consultant"). In making
their decision, the General Partner and Consultant will consider relevant
factors, including, current operating results of the particular Property and
prevailing economic conditions, with a view to achieving maximum capital
appreciation to the Partnership while considering relevant tax consequences and
the Partnership's investment objectives.

Competition

            The business of owning and operating residential manufactured
housing communities is highly competitive, and the Partnership may be competing
with a number of established companies having greater financial resources.
Moreover, there has been a


                                      -3-
<PAGE>


trend for manufactured housing community residents to purchase (where zoning
permits) their manufactured home sites on a collective basis. This trend may
result in increased competition with the Partnership for residents. In addition,
the General Partner, its affiliates or both, has and may in the future
participate directly or through other partnerships or investment vehicles in the
acquisition, ownership, development, operation and sale of projects which may be
in direct competition with one or more of the Properties.

            Each of the Properties competes with numerous similar facilities
located in its geographic area. The Davie/Fort Lauderdale area contains
approximately seven communities offering approximately 3,441 housing sites
competing with Sunshine Village. Ardmor Village competes with approximately
fourteen communities in the Lakeville, Minnesota area offering approximately
3,325 housing sites. Camelot Manor competes with approximately eleven
communities in the Grand Rapids, Michigan area offering approximately 2,312
housing sites. In the Jacksonville, Florida area, Country Roads competes with
approximately eleven communities offering approximately 4,039 housing sites. The
Tampa, Florida area contains approximately seventeen communities offering
approximately 4,680 housing sites competing with Paradise Village. Dutch Hills
and Stonegate Manor compete with approximately 12 other communities in the
Lansing, Michigan area offering approximately 3,878 housing sites. In the Las
Vegas, Nevada area, West Valley competes with approximately 10 other communities
offering approximately 2,428 housing sites and El Adobe competes with 18 other
communities offering 5,862 home sites. The Properties also compete against other
forms of housing, including apartment and condominium complexes, and site built
homes.

Governmental Regulations

            The Properties owned by the Partnership are subject to certain state
regulations regarding the conduct of the Partnership operations. For example,
the State of Florida regulates agreements and relationships between the
Partnership and the residents of Sunshine Village, Country Roads and Paradise
Village. Under Florida law, the Partnership is required to deliver to new
residents of those Properties a prospectus describing the property and all
tenant rights, Property rules and regulations, and changes to Property rules and
regulations. Florida law also requires minimum lease terms, requires notice of
rent increases, grants to tenant associations certain rights to purchase the
community if being sold by the owner and regulates other aspects of the
management of such properties. The Partnership is required to give 90 days
notice to the residents of Florida Properties of any rate increase, reduction in
services or utilities, or change in rules and regulations. If a majority of the
residents object to such changes as unreasonable, the matter must be submitted
to the Florida Department of Professional Business Regulations for mediation
prior to any legal adjudication of the matter. In addition, if the Partnership
seeks to sell Florida Properties to the general public, it must notify any
homeowners' association for the residents, and the association shall have the
right to purchase the Property on the price, terms and conditions being offered
to the public within 45 days of notification by the owner. If the Partnership
receives an unsolicited bona fide offer to purchase the Property, it must notify
any such homeowners' association that it has received an offer, state to the
homeowners' association the price, terms and conditions upon which the
Partnership would sell the Property, and consider (without obligation)


                                      -4-
<PAGE>


accepting an offer from the homeowners' association. The Partnership has, to the
best of its knowledge, complied in all material respects with all requirements
of the States of Florida, Michigan, Minnesota and Nevada, where its operations
are conducted.

Employees

            The Partnership employs three part-time employees to perform
Partnership management and investor relations' services. The Partnership retains
an affiliate, Uniprop AM, LLC, as the property manager for each of its
Properties. Uniprop AM, LLC is paid a fee equal to the lesser of 5% of the
annual gross receipts from each of the Properties or the amount which would be
payable to unaffiliated third parties for comparable services. Uniprop AM, LLC
retains local managers on behalf of the Partnership at each of the Properties.
Salaries and fringe benefits of such local managers are paid by the Partnership
and are not included in any property management fee payable to Uniprop AM, LLC.
The yearly salaries and expenses for local managers range from $15,000 to
$42,000. Community Managers are utilized by the Partnership to provide on-site
maintenance and administrative services. Uniprop AM, LLC as property manager,
has overall management authority for each property.


ITEM 1A. RISK FACTORS

            FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

The following risks and uncertainties could cause our business, financial
condition or results of operations to be materially adversely affected. In that
case, we might not be able to pay distributions on our Units, the net asset
values of the Units could decline, and a Unit holder might lose all or a portion
of its investment.

1.          REAL ESTATE INVESTMENTS. The Partnership's investments are subject
            to the same risks generally incident to the ownership of real estate
            including: the uncertainty of cash flow to meet fixed or variable
            obligations, adverse changes in economic conditions, changes in the
            investment climate for real estate, adverse changes in local market
            conditions, changes in interest rates and the availability of
            mortgage funds or chattel financing, changes in real estate tax
            rates, governmental rules and regulations, acts of God and the
            inability to attract or retain residential tenants.

            Residential real estate, including manufactured housing communities,
            is subject to adverse housing pattern changes and uses, vandalism,
            rent controls, rising operating costs and adverse changes in local
            market conditions such as a decrease in demand for residential
            housing due to a decrease in employment. State governments also
            often regulate the relationship between manufactured housing
            community owners and residents.


                                      -5-
<PAGE>


2.          THE GENERAL PARTNER AND ITS AFFILIATES HAVE CONFLICTS OF INTEREST.
            Although the General Partner has a fiduciary duty to manage the
            Partnership in a manner beneficial to the Unit holders, the
            directors and officers of the General Partner have a fiduciary duty
            to manage the General Partner in a manner beneficial to its owners.
            Furthermore, certain directors and officers of the General Partner
            are directors or officers of affiliates of the General Partner.
            Conflicts of interest may arise between the General Partner and its
            affiliates and the Unit holders. As a result of these conflicts, the
            General Partner may favor its own interests and the interests of its
            affiliates over the interests of the Unit holders.

3.          RELIANCE ON GENERAL PARTNER'S DIRECTION AND MANAGEMENT OF THE
            PROPERTIES. The success of the Partnership will, to a large extent,
            depend on the quality of the management of the Properties by the
            General Partner and affiliates of the General Partner and their
            collective judgment with respect to the operation, financing and
            disposition of the Properties. To the extent that the General
            Partner and its affiliates are unable to hire and retain quality
            management talent, the Partnership's financial results and
            operations may be adversely affected.

4.          FEDERAL INCOME TAX RISKS. Federal income tax considerations will
            affect materially the economic consequences of an investment in the
            Properties. The tax consequences of the Partnership's activities are
            complex and subject to many uncertainties. Changes in the federal
            income tax laws or regulations may adversely affect the
            Partnership's financial results and its ability to make
            distributions to the Unit holders. Additionally, the tax benefits
            enjoyed by the Unit holders may be reduced or eliminated.

5.          LIMITED LIQUIDITY OF THE UNITS. The transfer of Units is subject to
            certain limitations. The public market for such Units is limited.
            Unit Holders may not be able to liquidate their investment promptly
            or at favorable prices, if at all.

6.          COMPETITION. The business of owning and operating residential
            manufactured housing communities is highly competitive. The
            Partnership competes with a number of established communities having
            greater financial resources. Moreover, there has been a trend for
            manufactured housing community residents to purchase home sites
            either collectively or individually. Finally, the popularity and
            affordability of site built homes has also increased in recent years
            while the availability of chattel financing has decreased. These
            trends have resulted in increased competition for tenants to occupy
            the Partnership properties.

7.          MANAGEMENT AND CONTROL OF PARTNERSHIP AFFAIRS. The General Partner
            is vested with full authority as to the general management and
            supervision of the business affairs of the Partnership. The Unit
            Holders do not have the right to participate in the management of
            the Partnership or its operations. However, the vote of Unit Holders
            holding more than 50% of the outstanding interests is required to:
            (a) amend the Partnership Agreement; (b) approve or disprove the
            sale in one, or a series of, transactions of all or substantially
            all of the assets of the Partnership; (c)


                                      -6-
<PAGE>


            dissolve the Partnership; (d) remove the General Partner; or (e)
            approve certain actions by the General Partner that the Consultant
            recommends against.

8.          UNINSURED LOSSES. The Partnership carries comprehensive insurance,
            including liability, fire and extended coverage, and rent loss
            insurance which is customarily obtained for real estate projects.
            There are certain types of losses, however, that may be uninsurable
            or not economically insurable such as certain damage caused by a
            hurricane. If such losses were to be incurred, the financial
            position and operations of the Partnership as well as the
            Partnership's ability to make distributions would be adversely
            affected.

9.          ENVIRONMENTAL MATTERS. Because the Partnership deals with real
            estate, it is subject to various federal, state and local
            environmental laws, rules and regulations. Changes in such laws,
            rules and regulations may cause the Partnership to incur increased
            costs of compliance which may have a material adverse effect on the
            operations of the Partnership and its ability to make distributions
            to Unit holders.

10.         NO GUARANTEE OF DISTRIBUTIONS. The General Partner may withhold cash
            for extended periods of time if such cash is necessary to build cash
            reserves or for the conduct of the Partnership's business. A Unit
            holder will be required to pay federal income taxes, and, in some
            cases, state and local income taxes on the Unit holder's share of
            the Partnership's taxable income, whether or not cash distributions
            are made by the Partnership. A Unit holder may not receive cash
            distributions from the Partnership equal to the holder's share of
            taxable income or even equal to the tax liability that results from
            the Unit holder's share of the Partnership's taxable income.

11.         THE PARTNERSHIP MAY NOT BE ABLE TO GENERATE SUFFICIENT WORKING
            CAPITAL TO FUND ITS OPERATIONS. There can be no assurance that the
            Partnership will generate sufficient working capital from operations
            to operate the business or to fund distributions. Further, there can
            be no assurance that the Partnership will be able to borrow
            additional funds on terms favorable to the Partnership, if at all,
            to meet unanticipated working capital needs or to make distributions
            to the Unit holders.


ITEM 1B. UNRESOLVED STAFF COMMENTS

            None.

ITEM 2. PROPERTIES

            The Partnership purchased all nine manufactured housing communities
for cash. As a result of the Loan, seven of the nine Properties are now
encumbered with mortgages.

            Each of the Properties is a modern manufactured housing community
containing lighted and paved streets, side-by-side off-street parking and
complete underground utility


                                      -7-
<PAGE>


systems. The Properties consist of only the underlying real estate and
improvements, not the actual homes themselves. Each of the Properties has a
community center, which includes offices, meeting rooms and game rooms. Each of
the Properties, except Stonegate Manor, has a swimming pool. Several of the
Properties also have laundry rooms, playground areas, garage and maintenance
areas and recreational vehicle or boat storage areas.


The table below contains certain information concerning the Partnership's nine
properties.

<TABLE>
<CAPTION>
PROPERTY NAME                                               NUMBER
AND LOCATION             YEAR CONSTRUCTED      ACREAGE     OF SITES
-------------------------------------------------------------------
<S>                      <C>                   <C>         <C>
Ardmor Village
Cedar Avenue S.
Lakeville, MN                  1974              74          339
-------------------------------------------------------------------
Camelot Manor
Camelot Blvd. S.W.
Grand Rapids, MI               1973              57          335
-------------------------------------------------------------------
Country Roads
Townsend Road
Jacksonville, FL               1967              37          311
-------------------------------------------------------------------
Dutch Hills
Upton Road
E. Lansing, MI                 1975             42.8         278
-------------------------------------------------------------------
El Adobe
N. Lamb Blvd.
Las Vegas, NV                  1975              36          367
-------------------------------------------------------------------
Paradise Village
Paradise Drive
Tampa, FL                      1971              91          614
-------------------------------------------------------------------
Stonegate Manor
Eaton Rapids Drive
Lansing, MI                    1968             43.6         308
-------------------------------------------------------------------
Sunshine Village
Southwest 5th St.
Davie, FL                      1972              45          356
-------------------------------------------------------------------
West Valley
W. Tropicana Ave
Las Vegas, NV                  1972              53          421
-------------------------------------------------------------------
</TABLE>


ITEM 3. LEGAL PROCEEDINGS

            In the opinion of the Partnership and its legal counsel, there are
no material legal proceedings pending except such ordinary routine matters as
are incident to the kind of business conducted by the Partnership. To the
knowledge of the Partnership and its counsel, no legal proceedings have been
instituted or are being contemplated by any governmental authority against the
Partnership.


                                      -8-
<PAGE>


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

            The voting privileges of the Unit Holders are restricted to certain
matters of fundamental significance to the Partnership. The Unit Holders must
approve certain major decisions of the General Partner if the General Partner
proposes to act without the approval of the Consultant. The Unit Holders also
have a right to vote on the removal and replacement of the General Partner,
dissolution of the Partnership, material amendments to the Partnership Agreement
and the sale or other disposition of all or substantially all of the
Partnership's assets, except in the ordinary course of the Partnership's
disposing of the Properties. Such matters must be approved by Unit Holders
holding in the aggregate more than 50% of the then outstanding interests. No
matters were submitted to the Unit Holders for a vote during 2005.

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
        MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

            There is no established public trading market for the Units of the
Partnership and it is not anticipated that one will ever develop. During the
last twelve months, less than five percent (5.0%) of the Units have been
transferred, including transfers due to death or intra-family transfers. The
Partnership believes there is no formal secondary market, or the substantial
equivalent thereof, and none will develop.

            The General Partner calculates the estimated net asset value of each
Unit by dividing (i) the amount of distributions that would be made to the Unit
Holders in the event of the current sale of the Properties at their current
appraised value, less the outstanding balances of the mortgages on the mortgaged
Properties and sales expenses (but without consideration to tax consequences of
the sale), by (ii) 3,303,387. In March 2006, the Properties were appraised at an
aggregate fair market value of $84,000,000. Assuming a sale of the nine
properties in March 2006, at the appraised value, less payment of selling
expenses and mortgage debt, the net aggregate proceeds available for
distribution to the Unit Holders is estimated to be $54,655,646 or $16.55 per
Unit. There can be no assurance that the estimated net asset value could ever be
realized. As of December 31, 2005, the Partnership had 3,881 Unit Holders.

The following table sets forth the distributions per limited partnership unit
for each calendar quarter in the last two fiscal years. Distributions were paid
in the periods immediately subsequent to the periods in which such distributions
were declared.


                                      -9-
<PAGE>


<Table>
<Caption>
                                Distribution per
                            Limited Partnership Unit
                            -------------------------
<S>                         <C>
Quarter Ended

March 31, 2005                       $0.23
June 30, 2005                        $0.23
September 30, 2005                   $0.23
December 31, 2005                    $0.12
March 31, 2004                       $0.23
June 30, 2004                        $0.23
September 30, 2004                   $0.23
December 31, 2004                    $0.23
</Table>

The Partnership intends to continue to declare quarterly distributions. However,
distributions are determined by the General Partner and will depend on the
results of the Partnership's operations.

The Partnership has no equity compensation plans.


ITEM 6. SELECTED FINANCIAL DATA

            The following table summarizes selected financial data for the
Partnership for the periods ended December 31, 2005, 2004, 2003, 2002 and 2001:

<TABLE>
<CAPTION>
                                   FISCAL YEAR       FISCAL YEAR       FISCAL YEAR       FISCAL YEAR       FISCAL YEAR
                                      ENDED             ENDED             ENDED             ENDED             ENDED
                                     DECEMBER          DECEMBER          DECEMBER          DECEMBER          DECEMBER
                                     31, 2005          31, 2004          31, 2003          31, 2002          31, 2001
                                   ------------      ------------      ------------      ------------      ------------
<S>                                <C>               <C>               <C>               <C>               <C>
Total Assets                       $ 37,788,488      $ 40,749,401      $ 42,826,320      $ 44,130,856      $ 45,616,944
                                   ============      ============      ============      ============      ============

Note Payable                       $ 26,824,354      $ 27,340,304      $ 27,819,236      $ 28,723,124      $ 28,817,758
                                   ============      ============      ============      ============      ============

Revenue                              12,842,270        12,979,388        14,402,693        13,741,599        14,530,327
Operating Expenses                  (12,320,039)      (11,604,261)      (12,290,990)      (11,623,613)      (12,419,504)
                                   ------------      ------------      ------------      ------------      ------------

Total Net Income                   $    522,231      $  1,375,127      $  2,111,703      $  2,117,986      $  2,110,823
                                   ============      ============      ============      ============      ============

Distributions to Unit Holders,
per Unit:                          $        .81      $        .92      $        .92      $        .90      $        .82

Income per Unit:                   $        .16      $        .42      $        .64      $        .63      $        .63

Weighted average
Number of Units
Outstanding:                          3,303,387         3,303,387         3,303,387         3,303,387         3,303,387
</TABLE>


                                      -10-
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

Capital Resources

            The capital formation phase of the Partnership began on April 1,
1987 when Sunshine Village and Ardmor Village were purchased by the Partnership
and operations commenced. It ended on January 15, 1988 when El Adobe, the
Partnership's last property, was purchased. The total capital raised through
December 1987 was $66,067,740 of which approximately $58,044,000 was used to
purchase the nine Properties after deducting sales commissions, advisory fees
and other organization and offering costs.

            As described in Item 1, the Partnership borrowed $30,000,000 from
GMAC Commercial Mortgage Corporation in August 1998. The note is payable in
monthly installments of $188,878, including interest at 6.37% through March,
2009. Thereafter, the monthly installment and interest rate will be adjusted
based on the provisions of the agreement through the note maturity date of
September 2028. The Loan was secured by mortgages on the Partnership's Ardmor
Village, Camelot Manor, Dutch Hills, El Adobe, Stonegate Manor, Sunshine Village
and West Valley Properties. The Partnership used the proceeds from the Loan to
refinance the Partnership's outstanding indebtedness of $30,045,000.

            Future maturities on the note payable for the next five years are as
follows: 2006 - $540,000; 2007 - $587,000; 2008 - $622,000; 2009 - $660,000, and
2010 - $712,000.

             The General Partner acknowledges that the mortgages pose some risks
to the Partnership, but believes that such risks are not greater than risks
typically associated with real estate financing.

Liquidity

            The Partnership has, since inception, generated adequate amounts of
cash to meet its operating needs. The Partnership retains cash reserves, which
it believes will be adequate to maintain the Properties. All funds in excess of
operating needs, amounts sufficient to pay debt service, and cash reserves are
distributed to the Unit Holders on a quarterly basis. While the Partnership is
not required to maintain a working capital reserve, the Partnership has not
distributed all of the cash generated from operations in order to build capital
reserves. As of December 31, 2005, the Partnership had $266,128 in cash
balances.

            The Partnership established a renewable line of credit of $1,500,000
with National City Bank that expires in October, 2006. The interest rate floats
180 basis points above the one month LIBOR rate. As of December 31, 2005, there
was no outstanding balance. The primary purpose of the line of credit is to meet
any short-term or seasonal cash flow needs. The Partnership plans to renew the
line of credit at the expiration.


                                      -11-
<PAGE>


            In February of 1994, the Partnership distributed $23,119,767 to the
Unit Holders, or $7.00 per $20.00 Unit held. Of this amount, $13,572,978 (or
$4.11 per Unit), was applied to the then shortfall in the Unit Holders' 10.0%
cumulative preferred return, and $9,546,789 (or $2.89 per Unit), was a partial
return of the Limited Partners' original capital contributions.

Results of Operations

Distributions

            For the year ended December 31, 2005, the Partnership made
distributions to the Unit Holders of $2,675,743, which is equal, on an
annualized basis, to a 4.73% return on their adjusted capital contributions
($.81 per $17.11 Unit). Distributions paid to Unit Holders in 2004 totaled
$3,039,115, and $3,039,116 was paid in 2003.

            The distributions paid in 2005 were less than the amount required
for the annual 10.0% preferred return to the Unit Holders by approximately
$2,976,000. As described in Note 8 to the Partnership's financial statements,
the cumulative preferred return deficit through December 2005 was approximately
$35,831,000. No distributions can be made to the General Partner in regard to
its incentive management interest until the cumulative preferred return deficit
has been distributed to the Unit Holders. At December 31, 2005, the unpaid
amount to be distributed to the General Partner was approximately $10,250,000.

Revenue and Net Income

            For the years ended December 31, 2005, 2004 and 2003, net income was
$522,231, $1,375,127 and $2,111,703 and gross revenue was $12,842,270,
$12,979,388 and $14,402,693, respectively.

            The manufactured housing industry in general has experienced lower
retail sales over the past three years due to restrictive financing and to the
ease at which site-built homes can be acquired and financed.

Partnership Management

            Certain employees of the Partnership are also employees of
affiliates of the General Partner. The Partnership paid these employees an
aggregate of $120,077, $116,571, and $113,501, in 2005, 2004 and 2003
respectively, to perform partnership management and investor relation services
for the Partnership.


Recent Accounting Pronouncements

            There are no recent accounting pronouncements that the Fund is
required to adopt.


                                      -12-
<PAGE>


Critical Accounting Policies

            In the course of developing and evaluating accounting policies and
procedures, we use estimates, assumptions and judgments to determine the most
appropriate methods to be applied. Such processes are used in determining
capitalization of costs related to real estate investments and potential
impairment of real estate investments.

            Real estate assets are stated at cost less accumulated depreciation.
Expenditures for property maintenance are charged to operations as incurred,
while significant renovations are capitalized. Depreciation of the buildings is
recorded on the straight-line method using an estimated useful life of thirty
years.

            In determining the fair value of real estate investments, we
consider future cash flow projections on a property by property basis, current
interest rates and current market conditions of the geographical location of
each property.

            The following table outlines our contractual obligations (in
thousands) as of December 31, 2005.

<Table>
<Caption>
                          Total             Yr1             2-3 Yrs           4-5 Yrs        Over 5 Yrs
-------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>              <C>               <C>            <C>
Mortgages payable        $26,824           $540              $1,209             $1,372          $23,703
-------------------------------------------------------------------------------------------------------
</Table>

The future payments listed above for long-term debt repayments exclude interest
payments.

Property Operations

            Overall, as illustrated in the table below, the Partnership's nine
properties had a combined average occupancy of 64% for the year ended December
31, 2005, as compared to 68% for the fiscal year December 31, 2004, and 76% for
the fiscal year ended December 31, 2003. The average monthly rent (not weighted
average) was approximately $399 per home site for the year ended December 31,
2005, as compared to $402 for the year ended December 31, 2004 and $397 for the
year ended December 31, 2003. The decline in occupancy is due primarily to an
increase in foreclosures on homes financed by third-party lenders. The rate of
new foreclosures has slowed but continues.


                                      -13-
<PAGE>


<TABLE>
<CAPTION>
                      TOTAL
                      SITES          OCCUPIED SITES                OCCUPANCY RATE                  AVERAGE RENT
                      -----    -------------------------     ----------------------------   ---------------------------

                                2005      2004      2003      2005       2004       2003     2005      2004      2003
                               -----     -----     -----     -----      -----       ----    ------    ------    -------
<S>                  <C>       <C>       <C>       <C>       <C>        <C>         <C>     <C>       <C>       <C>
Ardmor Village         339       227       265       301        67%        78%        89%   $   429   $   414   $   394
Camelot Manor          335       175       216       257        52%        65%        77%       378       366       372
Country Roads          311       161       182       227        52%        59%        73%       286       278       272
Dutch Hills            278       182       213       248        66%        77%        89%       386       386       371
El Adobe               367       224       235       266        61%        64%        72%       447       437       450
Paradise Village       614       286       308       356        47%        50%        58%       343       340       335
Stonegate Manor        308       176       206       233        57%        67%        76%       372       385       374
Sunshine Village       356       355       311       322       100%        87%        90%       534       512       494
West Valley            421       313       317       334        74%        75%        79%       413       499       512
                     -----     -----     -----     -----     -----      -----       ----    -------   -------   -------
Overall              3,329     2,099     2,253     2,544        64%        68%        76%   $   399   $   402   $   397
                     =====     =====     =====     =====     =====      =====       ====    =======   =======   =======
</TABLE>


            The following table summarizes gross revenues and net operating
income for the Partnership and Properties during 2005, 2004, 2003 twelve month
period.

<TABLE>
<CAPTION>
                                                                                              NET OPERATING INCOME
                                                  GROSS REVENUE                                  AND NET INCOME
                                ------------------------------------------------  ------------------------------------------------
                                     2005             2004             2003            2005            2004              2003
                                --------------   --------------   --------------  --------------  --------------    --------------
<S>                             <C>              <C>              <C>             <C>             <C>               <C>
Ardmor Village                  $    1,477,396   $    1,591,966   $    2,048,194  $      600,601  $      815,426    $      801,896
Camelot Manor                          968,492        1,137,522        1,384,266         320,186         517,127           527,365
Country Roads                          730,116          811,738          878,556         194,688         267,828           307,423
Dutch Hills                            972,186        1,124,377        1,219,250         360,577         514,329           593,790
El Adobe                             1,331,273        1,374,120        1,542,349         639,801         666,732           786,259
Paradise Village                     1,516,067        1,698,099        1,825,944         419,436         477,613           450,805
Stonegate Manor                        952,569        1,173,422        1,196,556         293,779         439,779           461,438
Sunshine Village                     2,441,728        2,104,982        2,086,697       1,079,952       1,074,067         1,101,982
West Valley                          2,442,362        1,955,140        2,206,617       1,182,155       1,115,613         1,331,024
                                --------------   --------------   --------------  --------------  --------------    --------------
                                    12,832,189       12,971,366       14,388,429       5,091,175       5,888,514         6,361,982
Partnership Mgmt.               $       10,081   $        8,022   $       14,264        (343,196)       (380,865)         (303,092)

Other
Expenses                                                                                (580,075)       (522,779)         (333,947)

Interest Expense                                                                      (1,769,583)     (1,806,738)       (1,831,875)

Depreciation and Amortization                                                         (1,876,090)     (1,803,005)       (1,781,365)
                                                                                  --------------  --------------    --------------

TOTAL:                          $   12,842,270   $   12,979,388   $   14,402,693  $      522,231  $    1,375,127    $    2,111,703
                                ==============   ==============   ==============  ==============  ==============    ==============
</TABLE>


                                      -14-
<PAGE>


            Net Operating Income ("NOI") is a non-GAAP financial measure equal
to net income, the most comparable GAAP financial measure, plus depreciation,
interest expense, partnership management expense, and other expenses. The
Partnership believes that NOI is useful to investors and the Partnership's
management as an indication of the Partnership's ability to service debt and pay
cash distributions. NOI presented by the Partnership may not be comparable to
NOI reported by other companies that define NOI differently, and should not be
considered as an alternative to net income as an indication of performance or to
cash flows as a measure of liquidity or ability to make distributions.

COMPARISON OF YEAR ENDED DECEMBER 31, 2005 TO YEAR ENDED DECEMBER 31, 2004

            Total revenues decreased $137,118 to $12,842,270 in 2005, compared
to $12,979,388 in 2004. The decrease is primarily the result of a decrease in
occupancy, offset by an increase in home sale revenue. The decrease in occupancy
is due primarily to increased foreclosures on home mortgages, which frequently
results in the home being moved out of the property. Rental Revenue decreased
$873,973 due to lower occupancy.

            The Partnership's operating expenses increased $715,778, to
$12,320,039 in 2005, compared to $11,604,261 in 2004. Home sale expense
increased due to the increased volume of home sales and write down of selected
inventory to current market values.

            As a result of the aforementioned factors, net income decreased
$852,896 from $1,375,127 in 2004 to $522,231 in 2005.

COMPARISON OF YEAR ENDED DECEMBER 31, 2004 TO YEAR ENDED DECEMBER 31, 2003

            Total revenues decreased $1,423,305 to $12,979,388 in 2004, compared
to $14,402,693 in 2003. The decrease is primarily the result of a decrease in
home sales as well as in occupancy. The decrease in occupancy is due primarily
to increased foreclosures on home mortgages, which frequently results in the
home being moved out of the property. Rental Revenue decreased $710,200 due to
lower occupancy. Home Sale Revenue decreased $865,703.

            The Partnership's operating expenses decreased $686,729, to
$11,604,261 in 2004, compared to $12,290,990 in 2003. Home sale expense
decreased due to the decreased volume of home sales.

            As a result of the aforementioned factors, net income decreased
$736,576 from $2,111,703 in 2003 to $1,375,127 in 2004.


                                      -15-
<PAGE>


IMPORTANT DISCLOSURES

            The General Partner believes it is important to disclose certain
recent events to the Unit Holders along with a description of the actions taken
by the General Partner to respond to the events.

            During 2005, industry conditions remained depressed due to the lack
of available retail financing. Reduced retail home sales for manufactured homes
and high default rates on chattel mortgage loans for manufactured homes
continued through 2005. The number of foreclosures has created a surplus of
pre-owned homes for sale in the market place. The availability of pre-owned home
inventory contributed to the reduced purchase of new homes for the industry as a
whole.


            The surplus of pre-owned homes available in the market has presented
an opportunity for the Partnership to purchase homes at low prices. On a limited
basis, these homes have been purchased by the Partnership and reviewed on a case
by case basis for retail sale. The maximum term of the typical retail contract
provided by the Partnership is twelve years, significantly less than is
generally available from retail lenders. This shorter amortization period allows
for a faster return of principal for the Partnership and reduces the risk of
loss through repossession. The total amount of retail loans at this time is not
material relative to the total assets and revenues of the Partnership. The
General Partner believes that its retail sales and finance activity can help
increase occupancy and thereby rental income. To date, the delinquency and
default rates of the retail loans are not significant. However the General
Partner will continue to monitor the portfolio and adjust its underwriting
criteria accordingly.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


            The Partnership is exposed to interest rate risk primarily through
its borrowing activities. There is inherent roll over risk for borrowings as
they mature and are renewed at current market rates. The extent of this risk is
not quantifiable or predictable because of the variability of future interest
rates and the Partnership's future financing requirements.

            Note Payable: At December 31, 2005 the Partnership had a note
payable outstanding in the amount of $26,824,354. Interest on this note is at a
fixed rate of 6.37% through March 2009.

            Line of Credit: At December 31, 2005, the Partnership holds a line
of credit with National City Bank for $1,500,000. Interest on this note is
accrued at a variable rate of 1.80% in excess of One Month LIBOR. This line of
credit was established to meet any short term or seasonal cash flow needs. There
is no outstanding balance as of December 31, 2005.


                                      -16-
<PAGE>


            The Partnership does not enter into financial instruments
transactions for trading or other speculative purposes or to manage its interest
rate exposure.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The following Partnership financial statements for the fiscal years
ended December 31, 2005, 2004 and 2003, and supplementary data are filed with
this Report:

                        (i)         Report of Independent Registered Public
                                    Accounting Firm

                        (ii)        Balance Sheets as of December 31, 2005 and
                                    2004

                        (iii)       Statements of Operations for the fiscal
                                    years ended December 31, 2005, 2004 and 2003

                        (iv)        Statements of Partners' Equity for the
                                    fiscal years ended December 31, 2005, 2004
                                    and 2003

                        (v)         Statements of Cash Flows for the fiscal
                                    years ended December 31, 2005, 2004 and 2003

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

            There has been no change in the Partnership's independent registered
public accounting firm nor have there been any disagreements during the
Partnership's most recent two fiscal years.

ITEM 9A. CONTROLS AND PROCEDURES

            The Partnership maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in the
Partnership's Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to the Partnership's management, including its Principal Executive
Officer and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a - 14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. As of the end of
the period covered by this report (the evaluation date), the Partnership
conducted an evaluation under the supervision and with the participation of its
Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rule 13a - 14(c) under the Securities Exchange Act of
1934 ("the Exchange Act")). Based on this evaluation, the Principal


                                      -17-
<PAGE>


Executive Officer and Principal Financial Officer concluded that, as of the
evaluation date, the Partnership's disclosure controls and procedures were
effective to reasonably ensure that information required to be disclosed by us
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.

            There was no change in the Partnership's internal control over
financial reporting during its most recently completed fiscal year that has
materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            The Partnership, as an entity, does not have any officers or
directors. The General Partner, Genesis Associates Limited Partnership is a
Michigan limited partnership, which Uniprop, Inc. is the General Partner.

            Information concerning officers of Uniprop, Inc., during the last
five years or more is as follows:

            Paul M. Zlotoff, 56, became the Chairman of Uniprop, Inc. in May
1986 and was its President from 1979 through 1997. He is also the sole owner of
GP P.I. Associates Corp, the general partner of P.I. Associates, the general
partner of Uniprop Manufactured Housing Communities Income Fund, a public
limited partnership which owns and operates four manufactured housing
communities. Mr. Zlotoff currently, and in the past, has acted as the general
partner for various other limited partnerships owning manufactured housing
communities and some commercial properties.

            Joel Schwartz CPA, 44, became Chief Financial Officer of Uniprop
Inc. on June 1, 2004. Mr. Schwartz is responsible for all financial affairs
including accounting operations, banking relationships, raising mortgage
capital, asset management and investor relations. From 1998 to 2004, Mr.
Schwartz was Chief Financial Officer for Village Green Companies. From 1990 to
1998, Mr. Schwartz was Project Manager for Ford Motor Land Services Corporation.
Mr. Schwartz was also an Associate at Plante & Moran CPA's from 1983 to.1989.
Mr. Schwartz received his B.A. from Michigan State University in 1983 with a
major in accounting and received an MBA from the University of Michigan in 1990.

            Roger Zlotoff, 45, is Vice President and became Chief Operating
Officer of Uniprop, Inc. in 2004. He has been with Uniprop since October 18,
1999. Mr. Zlotoff is primarily responsible for raising equity capital, managing
partnership investments, evaluating acquisitions of existing properties and
leading the development process for new properties. From 1997 to 1999, Mr.
Zlotoff served as Director of Business Development for Vistana, Inc. in Orlando,
FL. Previously, Mr. Zlotoff was Managing Director for Sterling Finance
International from 1994 to 1997 and was a corporate banker with First Union
National Bank from 1988 to 1994. Mr. Zlotoff received his B.A. from the
University of Central Florida as a


                                      -18-
<PAGE>


philosophy major, and received his Masters Degree in International Business from
the University of South Carolina.

            Paul M. Zlotoff and Roger Zlotoff are brothers.

            CODE OF ETHICS

            Because the Partnership has no executive officers, the Partnership
has not adopted a code of ethics for the Partnership. A code of ethics has been
established for the Directors, Officers, and Employees of Uniprop. A copy of the
Code of ethics is available at no charge upon request.

ITEM 11. EXECUTIVE COMPENSATION

            The Partnership has no executive officers and therefore, no officers
received a salary or remuneration exceeding $100,000 during the last fiscal
year. The General Partner of the Partnership and an affiliate, Uniprop AM, LLC,
received certain compensation and fees during the fiscal year in the amounts
described in Item 13. Depending upon the results of operations and other
factors, the Partnership anticipates that it will provide similar compensation
to the General Partner and Uniprop AM, LLC. during the next fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED UNITHOLDER MATTERS

            The Partnership is a limited partnership duly formed pursuant to the
Uniform Limited Partnership Act, as amended, of the State of Michigan. The
General Partner, Genesis Associates Limited Partnership, is vested with full
authority as to the general management and supervision of business and the other
affairs of the Partnership, subject to certain constraints in the Partnership
Agreement and consulting agreement. Unit holders have no right to participate in
the management of the Partnership and have limited voting privileges only on
certain matters of fundamental significance. To the knowledge of the
Partnership, no person owns of record or beneficially, more than five percent of
the Partnership's Units.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            The following discussion describes all of the types of compensation,
fees or other distributions paid by the Partnership or others to the General
Partner or its affiliates from the operations of the Partnership during the last
fiscal year, as well as certain of such items which may be payable during the
next fiscal year. Certain of the following arrangements


                                      -19-
<PAGE>


for compensation and fees were not determined by arm's length negotiations
between the General Partner, its affiliates and the Partnership.

            Paul M. Zlotoff has an interest in the original sellers of Sunshine
Village and Ardmor Village and is entitled to share in a contingent purchase
price with respect to each Property, when and if the Properties are sold and the
sellers become entitled thereto. The maximum amounts which could be payable to
the sellers are as follows: Sunshine Village, $1,108,260 and Ardmor Village,
$946,236. The cash purchase price and contingent purchase price for each
Property were determined by reference to the average of two independent real
estate appraisals which were obtained by the General Partner. Such appraisals
are only estimates of value and are not necessarily indicative of the actual
real estate value. Each seller will become entitled to any unpaid contingent
purchase price upon the sale, financing or other disposition of each such
Property, but, only after the receipt by each Unit Holder of aggregate
distributions equal to the sum of (i) his 10% cumulative preferred return plus
(ii) 125% of his capital contribution. The actual amounts to be received, if
any, will depend upon the results of the Partnership's operations and the
amounts received upon the sale, financing or other disposition of the Properties
and are not determinable at this time. The Partnership does not anticipate any
such amount will become payable during the next fiscal year.

            The Partnership will pay an Incentive Management Interest to the
General Partner for managing the Partnership's affairs, including: determining
distributions, negotiating agreements, selling or financing properties,
preparing records and reports, and performing other ongoing Partnership
responsibilities. This incentive management interest is 15% of distributable
cash from operations in any quarter. However, in each quarter, the General
Partner's right to receive any net cash from operations is subordinated to the
extent necessary to first provide each Unit Holder his 10% cumulative preferred
return. During the last fiscal year, the General Partner received no
distributions on account of its Incentive Management Interest from operations
because distributions were approximately $2,976,000 less than the 10% cumulative
preferred return due Unit Holders. Any such amounts of Incentive Management
Interest unpaid in a taxable year will be accumulated and paid from
distributable cash from capital transactions, but only after each Unit Holder
has first received his 10% cumulative preferred return and 125% of his capital
contribution. For 2005, approximately $372,000 was accumulated for the General
Partner, and the General Partner's aggregate accumulated Incentive Management
Interest as of December 2005 was $10,025,000. The actual Incentive Management
Interest from operations to be accumulated or paid during the next fiscal year
will depend upon the results of the Partnership's operations and is not
determinable at this time. The Partnership does not anticipate any such amount
will be distributed to the General Partner during the next fiscal year and will
again be accumulated with payment deferred. No distributions of Incentive
Management Interest may be made to the General Partner until the 10% cumulative
preferred return of approximately $35,831,000, as of December 31, 2005, is first
distributed to the Unit Holders. In February of 1994, as part of the 1993
mortgage financing with mortgage backed securities held with Bankers Trust,
$23,119,767 was distributed to the Unit Holders, $13,572,978 of which eliminated
the Unit Holders' preferred return deficit through December 31, 1993.


                                      -20-
<PAGE>


            The Partnership must also pay an Incentive Management Interest from
capital transactions to the General Partner for its services rendered to the
Partnership. The General Partner will be entitled to receive its share of
distributable cash from capital transactions after (i) each Unit Holder has
received aggregate distributions in an amount equal to the sum of (a) his 10%
cumulative preferred return plus (b) 125% of his capital contribution, (ii) any
contingent purchase prices have been paid, and (iii) any property disposition
fees to Uniprop AM, LLC have been paid. The General Partner's share of
distributable cash from capital transactions so payable will be (i) 100% of such
distributable cash from capital distributions until the General Partner's share
of the aggregate capital distributions made under section 11c(iii) and 11c(v) of
the Partnership Agreement equal 25% and (ii) thereafter, 25% of such
distributable cash from capital transactions. No Incentive Management Interest
from capital transactions was paid to the General Partner for the fiscal year
ended December 31, 2005. The Partnership does not anticipate that any such
amounts will be paid or become payable to the General Partner during the next
fiscal year.

            Uniprop AM, LLC received and will receive property management fees
for each Property managed by it. Uniprop AM, LLC is primarily responsible for
the day-to-day management of the Properties and for the payment of the costs of
operating each Property out of the rental income collected. The property
management fees are equal to the lesser of 5% of the annual gross receipts from
the Properties managed by Uniprop AM, LLC, or the amount which would be payable
to an unaffiliated third party for comparable services. During the last fiscal
year, Uniprop AM, LLC received property management fees totaling $537,856. The
actual amounts to be received during the next fiscal year will depend upon the
results of the Partnership's operations and are not determinable at this time.

            Certain employees of affiliates of the General Partner were paid an
aggregate of $120,077 during 2005 to perform partnership management, and
investor relation services for the Partnership. It is anticipated comparable
amounts will be paid in the next fiscal year. Uniprop Homes, Inc., a related
entity, received commissions totaling $106,702 for certain services provided as
a broker/dealer of manufactured homes for the communities. Uniprop Homes, Inc.
represented the communities in the sale of new and pre-owned homes to community
residents.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Partnership retained BDO Seidman, LLP to audit its financial statements for
the year ended December 31, 2005. The Partnership also retained BDO Seidman, LLP
to provide other services in 2005.

The Aggregate fees billed to the Partnership for professional services performed
by BDO Seidman, LLP were as follows.


                                      -21-
<PAGE>


<Table>
<Caption>
                                  2005                 2004
                                -------              -------
<S>                             <C>                  <C>
(1)  Audit Fees                 $35,400              $34,000
(2)  Audit-Related Fees         $     0              $     0
(3)  Tax Fees                   $14,300              $14,300
(4)  All Other Fees             $     0              $     0
(5)  Total                      $49,700              $48,300
</TABLE>


AUDIT FEES: pertain to the audit of the Partnerships annual financial
statements, including reviews of the interim financial statements contained in
the Partnerships Quarterly Reports of Form 10-Q.

TAX FEES: pertain to services performed for tax compliance, tax planning and tax
advice, including preparation of tax returns and partners Schedule K-1
processing.

The services performed by BDO Seidman in 2005 were pre-approved by the General
Partner.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

            (a)         Financial Statements

            (1) The following financial statements and related documents are
filed with this report:

                        (i)         Report of Independent Registered Public
                                    Accounting Firm

                        (ii)        Balance Sheets as of December 31, 2005 and
                                    2004

                        (iii)       Statements of Operations for the fiscal
                                    years ended December 31, 2005, 2004 and 2003

                        (iv)        Statements of Partners' Equity for the
                                    fiscal years ended December 31, 2005, 2004
                                    and 2003

                        (v)         Statements of Cash Flows for the fiscal
                                    years ended December 31, 2005, 2004 and 2003

            (2) The following financial statement schedule is filed with this
report:

                                    Schedule III - Real Estate and Accumulated
                                    Depreciation for the fiscal years ended
                                    December 31, 2005, 2004 and 2003


                                      -22-
<PAGE>


            (3)         Exhibits

            The following exhibits are incorporated by reference to the S-11
Registration Statement of the Partnership filed November 12, 1986, as amended on
December 22, 1986 and January 16, 1987:

            3(a)        Certificate of Limited Partnership for the Partnership

            3(b)        Uniprop Manufactured Housing Communities Income Fund II
                        Agreement of Limited Partnership

            4(a)        First Amendment to Uniprop Manufactured Housing
                        Communities Income Fund II Agreement of Limited
                        Partnership (April 1, 1987)

            10(a)       Form of Management Agreement between the Partnership and
                        Uniprop AM, LLC.

            10(b)       Form of Consulting Agreement among the Partnership, the
                        General Partner and Consultant

            The following exhibits are incorporated by reference to the Form
10-K for the fiscal year ended December 31, 1997:

            4(b)        Form of Beneficial Assignment Certificate (BAC) for the
                        Partnership (Originally submitted with Form 10-K for the
                        fiscal year ended December 31, 1987.)

            10(c)       Contingent Purchase Price Agreement with Sunrise Broward
                        Associates, Ltd. (As last submitted with Form 10-K for
                        the fiscal year ended December 31, 1997.)

            10(d)       Contingent Purchase Price Agreement with Ardmor
                        Associates Limited Partnership. (As last submitted with
                        Form 10-K for the fiscal year ended December 31, 1997.)

            10(e)       Incentive Acquisition Fee Agreement between the
                        Partnership and Uniprop, Inc. (As last submitted with
                        Form 10-K for the fiscal year ended December 31, 1997.)

            The following exhibit is incorporated by reference to the Form 8-K
            that was filed on September 8, 1998:


                                      -23-
<PAGE>


            10(f)       Mortgage notes, made as of August 20, 1998, between
                        Uniprop Manufactured Housing Communities Income Fund II
                        and GMAC CMC.

            The following exhibits are attached to this Report:

            10(g)       Second Amended and Restated Consulting Agreement among
                        the Partnership, the General Partner, and Consultant,
                        January 9, 2005

            10(h)       Line of Credit Loan Agreement between the Partnership
                        and National City Bank, October 19, 2005

            28          Letter summary of the estimated fair market values of
                        the Partnership's nine manufactured housing communities,
                        as of March 1, 2006


                                      -24-

<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners
Uniprop Manufactured Housing
  Communities Income Fund II
  (a Michigan limited partnership)

We have audited the accompanying balance sheets of Uniprop Manufactured Housing
Communities Income Fund II (a Michigan limited partnership), as of December 31,
2005 and 2004, and the related statements of operations, partners' equity and
cash flows for each of the three years in the period ended December 31, 2005. We
have also audited the schedule listed under Item 15 of Form 10-K. These
financial statements and schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and schedule are free of material misstatement. The Partnership is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and schedule, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements and schedule. We
believe that our audits provide 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 Uniprop Manufactured Housing
Communities Income Fund II at December 31, 2005 and 2004 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2005 in conformity with accounting principles generally accepted in
the United States of America.

Also, in our opinion, the schedule listed under Item 15 of Form 10-K presents
fairly, in all material respects, the information set forth therein.


                                                            /s/ BDO Seidman, LLP


Troy, Michigan
March 15, 2006


                                      -25-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                                  BALANCE SHEETS


<Table>
<Caption>
December 31,                                            2005                2004
--------------------------------------------------------------------------------
<S>                                          <C>                 <C>
ASSETS

PROPERTY AND EQUIPMENT
  Buildings and improvements                 $    52,591,224     $    52,109,160
  Land                                            11,666,645          11,666,645
  Furniture and equipment                            668,106             651,482
--------------------------------------------------------------------------------

                                                  64,925,975          64,427,287
  Less accumulated depreciation                   31,040,281          29,164,191
--------------------------------------------------------------------------------

NET PROPERTY AND EQUIPMENT                        33,885,694          35,263,096

Cash                                                 266,128           2,017,513
Manufactured homes and improvements                1,121,118           1,159,374
Unamortized financing costs                          474,072             494,988
Other assets                                       2,041,476           1,814,430
--------------------------------------------------------------------------------

                                             $    37,788,488     $    40,749,401
================================================================================

LIABILITIES AND PARTNERS' EQUITY

Note payable                                 $    26,824,354     $    27,340,304
Accounts payable                                     175,004             412,513
Other liabilities                                    559,174             613,116
--------------------------------------------------------------------------------

TOTAL LIABILITIES                                 27,558,532          28,365,933
--------------------------------------------------------------------------------

PARTNERS' EQUITY
  Unit holders                                     9,869,259          12,027,993
  General partner                                    360,697             355,475
--------------------------------------------------------------------------------

TOTAL PARTNERS' EQUITY                            10,229,956          12,383,468
--------------------------------------------------------------------------------

                                             $    37,788,488     $    40,749,401
================================================================================
</Table>

                                 See accompanying notes to financial statements.


                                      -26-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                        STATEMENTS OF OPERATIONS


 <TABLE>
 <CAPTION>
Year Ended December 31,                                        2005             2004             2003
-----------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>              <C>
REVENUE
  Rental                                                $10,095,859     $ 10,969,832     $ 11,680,032
  Home sale income                                        1,990,214        1,195,191        2,060,894
  Other                                                     756,197          814,365          661,767
-----------------------------------------------------------------------------------------------------
                                                         12,842,270       12,979,388       14,402,693
-----------------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Administrative                                          3,117,632        3,413,401        3,274,642
  Property taxes                                          1,132,287        1,071,516        1,097,809
  Utilities                                                 699,413          730,202          826,225
  Property operations                                     1,528,526        1,573,191        1,540,609
  Depreciation                                            1,876,090        1,803,005        1,781,365
  Interest                                                1,769,583        1,806,738        1,831,875
  Home sale expense                                       2,196,508        1,206,208        1,938,465
-----------------------------------------------------------------------------------------------------

                                                         12,320,039       11,604,261       12,290,990
-----------------------------------------------------------------------------------------------------

NET INCOME                                             $    522,231     $  1,375,127     $  2,111,703
=====================================================================================================

INCOME PER LIMITED PARTNERSHIP UNIT                    $        .16     $        .42     $        .64
=====================================================================================================

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT             $        .81     $        .92     $        .92
=====================================================================================================

NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING           3,303,387        3,303,387        3,303,387
=====================================================================================================

NET INCOME ALLOCABLE TO GENERAL PARTNER                $      5,222     $     13,751     $     21,117
=====================================================================================================

DISTRIBUTIONS ALLOCABLE TO GENERAL PARTNER             $         --     $         --     $         --
=====================================================================================================
</Table>

                                 See accompanying notes to financial statements.


                                      -27-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                  STATEMENTS OF PARTNERS' EQUITY
                                    YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003


<Table>
<Caption>
                                      General
                                      Partner     Unit Holders            TOTAL
--------------------------------------------------------------------------------
<S>                               <C>             <C>              <C>

BALANCE, January 1, 2003          $   320,607     $ 14,654,262     $ 14,974,869

Distributions to unit holders              --       (3,039,116)      (3,039,116)

Net income for the year                21,117        2,090,586        2,111,703
--------------------------------------------------------------------------------

BALANCE, December 31, 2003            341,724       13,705,732       14,047,456

Distributions to unit holders              --       (3,039,115)      (3,039,115)

Net income for the year                13,751        1,361,376        1,375,127
--------------------------------------------------------------------------------

BALANCE December 31, 2004             355,475       12,027,993       12,383,468

Distributions to unit holders              --       (2,675,743)      (2,675,743)

Net income for the year                 5,222          517,009          522,231
--------------------------------------------------------------------------------

BALANCE, December 31, 2005        $   360,697     $  9,869,259     $ 10,229,956
================================================================================
</Table>


                                 See accompanying notes to financial statements.


                                      -28-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                        STATEMENTS OF CASH FLAWS


<Table>
<Caption>
Year Ended December 31,                                        2005             2004               2003
----------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                            $    522,231      $  1,375,127      $  2,111,703
    Adjustments to reconcile net income to net cash
      provided by operating activities
        Depreciation                                         1,876,090         1,803,005         1,781,365
        Amortization                                            20,916            20,916            20,916
        Gain on sale of property and equipment                      --                --            (8,846)
        Decrease (increase) in manufactured homes and
          improvements                                          38,256          (161,586)         (100,484)
        (Increase) decrease in other assets                   (227,046)           88,743          (395,126)
        (Decrease) increase in accounts payable               (237,509)          155,304            78,881
        Decrease in other liabilities                          (53,942)          (89,303)           (2,116)
----------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                    1,938,996         3,192,206         3,486,293
----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                        (498,688)         (309,040)         (467,775)
    Proceeds from sale of property and equipment                    --                --             8,846
----------------------------------------------------------------------------------------------------------

NET CASH USED IN INVESTING ACTIVITIES                         (498,688)         (309,040)         (458,929)
----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Distributions to unit holders                           (2,675,743)       (3,039,115)       (3,039,116)
    Repayments of notes payable                               (515,950)         (478,932)         (453,888)
----------------------------------------------------------------------------------------------------------

NET CASH USED IN FINANCING ACTIVITIES                       (3,191,693)       (3,518,047)       (3,493,004)
----------------------------------------------------------------------------------------------------------

NET DECREASE IN CASH                                        (1,751,385)         (634,881)         (465,640)

CASH, at beginning of year                                   2,017,513         2,652,394         3,118,034
----------------------------------------------------------------------------------------------------------

Cash, at end of year                                      $    266,128      $  2,017,513      $  2,652,394
==========================================================================================================
</Table>

                                 See accompanying notes to financial statements.


                                      -29-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF ACCOUNTING      ORGANIZATION AND BUSINESS
     POLICIES
                                Uniprop Manufactured Housing Communities Income
                                Fund II, a Michigan Limited Partnership (the
                                "Partnership") acquired, maintains, operates and
                                will ultimately dispose of income producing
                                residential real properties consisting of nine
                                manufactured housing communities (the
                                "properties") located in Florida, Michigan,
                                Nevada and Minnesota. The Partnership was
                                organized and formed under the laws of the State
                                of Michigan on November 7, 1986.

                                In accordance with its Prospectus dated December
                                1986, the Partnership sold 3,303,387 units of
                                beneficial assignment of limited partnership
                                interest ("Units") for $66,067,740. The
                                Partnership purchased the properties for an
                                aggregate purchase price of approximately
                                $56,000,000. Three of the properties costing
                                approximately $16,008,000 were previously owned
                                by entities which were affiliates of the general
                                partner.

                                The general partner is Genesis Associates
                                Limited Partnership. Uniprop Beneficial
                                Corporation was the initial limited partner who
                                assigned to those persons purchasing units a
                                beneficial limited partnership interest when the
                                minimum number of units were sold.

                                USE OF ESTIMATES

                                The preparation of financial statements in
                                conformity with generally accepted accounting
                                principles requires management to make estimates
                                and assumptions that affect the reported amounts
                                of (1) assets and liabilities and the disclosure
                                of contingent assets and liabilities as of the
                                date of the financial statements, and (2)
                                revenues and expenses during the reporting
                                period. Actual results could differ from these
                                estimates.

                                FAIR VALUES OF FINANCIAL INSTRUMENTS

                                The carrying amounts of cash and notes payable
                                approximate their fair-values.


                                      -30-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS


                                PROPERTY AND EQUIPMENT

                                Property and equipment are stated at cost.
                                Depreciation is provided using the straight-line
                                method over a period of thirty years except for
                                furniture and equipment which is depreciated
                                over a period ranging from three to ten years.

                                Accumulated depreciation for tax purposes was
                                $28,530,687 and $26,805,335 as of December 31,
                                2005 and 2004, respectively.

                                Long-lived assets such as property and equipment
                                are evaluated for impairment when events or
                                changes in circumstances indicate that the
                                carrying amount of the assets may not be
                                recoverable through the estimated undiscounted
                                future cash flows from the use of these assets.
                                When any such impairment exists, the related
                                assets will be written down to fair value.

                                MANUFACTURED HOMES AND IMPROVEMENTS

                                Manufactured homes and improvements are stated
                                at the lower of cost or market and represent
                                manufactured homes held for sale.

                                FINANCING COSTS

                                Costs to obtain financing have been capitalized
                                and are amortized using the straight-line method
                                over the 30-year term of the related mortgage
                                note payable.

                                REVENUE RECOGNITION

                                Rental income attributable to leases is recorded
                                when due from the lessees.

                                INCOME TAXES

                                Federal income tax regulations provide that any
                                taxes on income of a partnership are payable by
                                the partners as individuals. Therefore, no
                                provision for such taxes has been made at the
                                partnership level.


                                      -31-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS


                                RECLASSIFICATIONS

                                Certain amounts in prior years' financial
                                statements have been reclassified to conform
                                with current year's presentation.

2.  OTHER ASSETS                At December 31, 2005 and 2004, "Other Assets"
                                included cash of approximately $248,000 and
                                $291,000, respectively, in an escrow account for
                                property taxes, insurance, and capital
                                improvements, as required by the Partnership's
                                note payable agreement. The cash is restricted
                                from operating use.

                                At December 31, 2005 and 2004, "Other assets"
                                also included cash of approximately $263,000 in
                                a security deposit escrow account for three of
                                the Partnership's properties, which is required
                                by the laws of the state in which they are
                                located and is restricted from operating use.

3.  NOTE PAYABLE                In 1998, the Partnership entered into a
                                $30,000,000 note payable agreement. The
                                borrowings are secured by mortgages on the
                                Partnership's properties. The note is payable in
                                monthly installments of $188,878, including
                                interest at 6.37%, through March, 2009.
                                Thereafter, the monthly installment and interest
                                rate will be adjusted based on the provisions of
                                the agreement through the note maturity date of
                                September 2028.

                                Future maturities on the note payable for the
                                next five years are as follows: 2006 - $540,000;
                                2007 - $587,000; 2008 - $622,000; 2009 -
                                $660,000; and 2010 - $712,000.

4.  LINE-OF-CREDIT              The Partnership has a $1,500,000 renewable line
                                of credit with a bank that expires in October
                                2006. Interest on outstanding balances is
                                charged at 1.80% in excess of the one month
                                LIBOR rate. There was no outstanding balance at
                                December 31, 2005.


                                      -32-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS






5.  OTHER LIABILITIES           Other liabilities consisted of:

<Table>
<Caption>
December 31,                                            2005                2004
--------------------------------------------------------------------------------
<S>                                          <C>                 <C>
Tenants' security deposits                   $       429,717     $       478,549
Accrued interest                                      99,675             101,592
Other                                                 29,782              32,975
--------------------------------------------------------------------------------
TOTAL                                        $       559,174     $       613,116
================================================================================
</Table>


6.  RELATED PARTY               MANAGEMENT AGREEMENT
    TRANSACTIONS
                                The Partnership has an agreement with an
                                affiliate of the general partner to manage the
                                properties owned by the Partnership. The
                                management agreement is automatically renewable
                                annually, but may be terminated by either party
                                upon sixty days written notice. The property
                                management fee is the lesser of 5% of annual
                                gross receipts from the properties managed, or
                                the amount which would be payable to an
                                unaffiliated third party for comparable
                                services.

                                FEES AND EXPENSES

                                During the years ended December 31, 2005, 2004
                                and 2003, the affiliate earned property
                                management fees of $537,856, $584,865, and
                                $613,980, respectively, as permitted in the
                                Agreement of Limited Partnership. These fees are
                                included with "Administrative" expenses in the
                                respective statements of operations. The
                                Partnership was owed $5,744 and $15,134 by the
                                affiliate at December 31, 2005 and 2004,
                                respectively.

                                CONTINGENT PURCHASE PRICE

                                A general partner of Genesis Associates Limited
                                Partnership has an interest in the sellers of
                                two of the properties acquired by the
                                Partnership and is entitled to share in a
                                contingent purchase price that will not exceed
                                $2,054,000. Additional amounts to be paid, if
                                any, will depend upon the results of the
                                Partnership's operations and the amounts
                                received upon the sale, financing or other
                                disposition of the properties, and are not
                                determinable at this time. The Partnership does
                                not anticipate any such amount will become
                                payable during the next fiscal year.


                                      -33-
<PAGE>
                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS


7.  RECONCILIATION OF
    FINANCIAL STATEMENT
    INCOME AND TAXABLE
    INCOME

<Table>
<Caption>
Year Ended December 31,                                         2005               2004              2003
------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>               <C>
Income per the financial statements                         $    522,231      $  1,375,127      $  2,111,703

Adjustments to depreciation for difference in methods            210,670            19,982          (106,175)

Adjustments for prepaid rent, meals and entertainment             (3,025)          (26,521)            7,881
------------------------------------------------------------------------------------------------------------

Income Per the Partnership's Tax Return                     $    729,876      $  1,368,588      $  2,013,409
============================================================================================================
</TABLE>

8.  PARTNERS' CAPITAL           Subject to the orders of priority under certain
                                specified conditions more fully described in the
                                Agreement of Limited Partnership, distributions
                                of partnership funds and allocations of net
                                income from operations are principally
                                determined as follows:

                                DISTRIBUTIONS

                                Distributable cash from operations in the
                                Agreement (generally defined as net income plus
                                depreciation and amortization) is to be
                                distributed to unit holders until they have
                                received a 10% cumulative preferred return.
                                After the unit holders have received their 10%
                                cumulative preferred return, all remaining cash
                                from operations is distributed to the general
                                partner in the form of an incentive management
                                interest until the total amount received by the
                                general partner is equal to 15% of the aggregate
                                amount of cash distributed from operations in a
                                given year. Amounts payable to but not paid to
                                the general partner will be accumulated and paid
                                from future capital transactions after the unit
                                holders have first received their 10% preferred
                                return and 125% of their capital contributions.
                                Thereafter, 85% of distributable cash from
                                operations is to be paid to the unit holders and
                                15% to the general partner.


                                      -34-
<PAGE>
                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS


                                Annual distributable cash from operations was
                                less than the amount required for the annual 10%
                                preferred return to the unit holders by
                                approximately $2,976,000 and $2,613,000 in 2005
                                and 2004, respectively. No distributions can be
                                made to the general partner until the cumulative
                                preferred return deficit of approximately
                                $35,831,000 has been distributed to the unit
                                holders.

                                At December 31, 2005, the general partner's
                                cumulative incentive management interest to be
                                distributed was approximately $10,250,000
                                million. The actual amount to be accumulated or
                                paid in the future depends on the results of the
                                Partnership's operations and is not currently
                                determinable; however, no such distribution to
                                the general partner is anticipated during fiscal
                                year 2005.

                                ALLOCATION OF NET INCOME

                                Net income is principally allocated 99% to the
                                unit holders and 1% to the general partner until
                                the cumulative amount of net income allocated to
                                the unit holders equals the aggregate cumulative
                                amount of cash distributable to the unit
                                holders. After sufficient net income has been
                                allocated to the unit holders to equal the
                                amount of cash distributable to them, all the
                                net income is to be allocated to the general
                                partner until it equals the amount of cash
                                distributed to it.

9.  SUPPLEMENTAL CASH FLOW      Interest paid during 2005, 2004 and 2003 was
    INFORMATION                 approximately $1,751,000, $1,788,000, and
                                $1,813,000, respectively.


                                      -35-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                   NOTES TO FINANCIAL STATEMENTS





10.  INTERIM RESULTS            The following summary represents the unaudited
     (UNAUDITED)                results of operations of the Partnership,
                                expressed in thousands except per unit amounts,
                                for the periods from January 1, 2004 through
                                December 31, 2005:


<Table>
<Caption>
                                                                              Three Months Ended
------------------------------------------------------------------------------------------------------------------------------
2005                                                  March 31,            June 30,        September 30,       December 31,
------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>                 <C>
REVENUES                                          $         3,032     $         3,200     $         3,215     $         3,395
==============================================================================================================================

NET INCOME (LOSS)                                 $           180     $           273     $           113     $           (44)

==============================================================================================================================

INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT        $           .06     $           .08     $           .03     $          (.01)
==============================================================================================================================
</Table>


<Table>
<Caption>
                                                                              Three Months Ended
------------------------------------------------------------------------------------------------------------------------------
2004                                                  March 31,            June 30,        September 30,       December 31,
------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>                 <C>
REVENUES                                          $         3,213     $         3,234     $         3,293     $         3,239
==============================================================================================================================

NET INCOME                                        $           377     $           484     $           359     $           155
==============================================================================================================================

INCOME PER LIMITED PARTNERSHIP UNIT               $           .11     $           .15     $           .11     $           .05
==============================================================================================================================
</Table>


11.  MATERIAL FOURTH            During 2005, the Partnership made an adjustment
     QUARTER                    to write down to fair value of manufactured
     ADJUSTMENT                 homes totaling approximately $137,000 due to
                                changing market conditions. The Partnership
                                considered this adjustment to be material to the
                                fourth quarter results.


                                      -36-
<PAGE>


                                                            UNIPROP MANUFACTURED
                                              HOUSING COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                         SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                               DECEMBER 31, 2005


<TABLE>
<CAPTION>
    Column A          Column B             Column C                   Column D                          Column E
-------------------  -----------  --------------------------  ------------------------  ---------------------------------------
                                                                                 Costs
                                                                           Capitalized
                                                                         Subsequent to           Gross Amount at Which Carried
                                        Initial Cost                       Acquisition                at Close of Period
                                  --------------------------  ------------------------  ----------------------------------------
                                               Buildings and             Buildings and               Buildings and
Description          Encumbrance         Land   Improvements       Land   Improvements         Land   Improvements          Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>          <C>            <C>        <C>            <C>          <C>            <C>
Ardmor Village
 (Lakeville, MN)     $ 2,463,412  $ 1,063,253  $   4,253,011  $   4,120  $   1,194,566  $ 1,067,373  $   5,447,577  $   6,514,950
Sunshine Village
 (Davie, FL)           3,857,916    1,215,862      4,875,878         --        322,451    1,215,862      5,198,329      6,414,191
Camelot Manor
 (Grand Rapids, MI)    3,115,428      918,949      3,681,051         --      1,110,329      918,949      4,791,380      5,710,329
Country Roads
 (Jacksonville, FL)           --      636,550      2,546,200     38,106        835,247      674,656      3,381,447      4,056,103
Paradise Village
 (Tampa, FL)                  --    1,760,000      7,040,000    279,053      1,463,514    2,039,053      8,503,514     10,542,567
Dutch Hills
 (Haslett, MI)         2,320,145      839,693      3,358,771     41,526        795,856      881,219      4,154,627      5,035,846
Stonegate Manor
 (Lansing, MI)         2,711,332      930,307      3,721,229     40,552        921,050      970,859      4,642,279      5,613,138
El Adobe
 (Las Vegas, NV)       4,973,024    1,480,000      5,920,000     39,964        426,154    1,519,964      6,346,154      7,866,118
West Valley
(Las Vegas NV)         7,383,097    2,289,700      9,158,800     89,010        967,117    2,378,710     10,125,917     12,504,627
---------------------------------------------------------------------------------------------------------------------------------
                     $26,824,354  $11,134,314  $  44,554,940  $ 532,331  $   8,036,284  $11,666,645  $  52,591,224  $  64,257,869
=================================================================================================================================

<Caption>


    Column A           Column F     Column G      Column H
-------------------  -------------  --------  ---------------


                                                Life on Which
                                              Depreciation in
                                                Latest Income
                      Accumulated       Date     Statement is
Description           Depreciation  Acquired         Computed
-------------------------------------------------------------
<S>                   <C>           <C>       <C>
Ardmor Village
 (Lakeville, MN)      $  3,107,762    1987           30 years
Sunshine Village
 (Davie, FL)             3,163,611    1987           30 years
Camelot Manor
 (Grand Rapids, MI)      2,664,283    1987           30 years
Country Roads
 (Jacksonville, FL)      1,998,384    1987           30 years
Paradise Village
 (Tampa, FL)             5,094,489    1987           30 years
Dutch Hills
 (Haslett, MI)           2,318,542    1987           30 years
Stonegate Manor
 (Lansing, MI)           2,513,428    1987           30 years
El Adobe
 (Las Vegas, NV)         3,775,585    1988           30 years
West Valley
(Las Vegas NV)           5,859,922    1988           30 years
-------------------------------------------------------------
                      $ 30,496,006
=============================================================
</Table>


                                      -37-
<PAGE>


                                                    UNIPROP MANUFACTURED HOUSING
                                                      COMMUNITIES INCOME FUND II
                                                (A MICHIGAN LIMITED PARTNERSHIP)

                                                           NOTES TO SCHEDULE III
                                                                DECEMBER 31,2005


1.  RECONCILIATION OF LAND      The following table reconciles the land from
                                January 1, 2003 to December 31, 2005:

<Table>
<Caption>
                                            2005            2004            2003
--------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>
BALANCE, at January 1                $11,666,645     $11,666,645     $11,647,745

Additions to land                             --              --          18,900
Cost of land sold                             --              --
--------------------------------------------------------------------------------

BALANCE, at December 31              $11,666,645     $11,666,645     $11,666,645
================================================================================
</TABLE>


2.  RECONCILIATION OF           The following table reconciles the buildings and
    BUILDINGS AND               improvements from January 1, 2003 to December
    IMPROVEMENTS                31, 2005:

<Table>
<Caption>
                                            2005            2004            2003
--------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>
BALANCE, at January 1                $52,109,160     $51,823,345     $51,424,955

Additions to buildings and
  improvements                           482,064         285,815         398,390
Cost of assets sold
--------------------------------------------------------------------------------

BALANCE, at December 31              $52,591,224     $52,109,160     $51,823,345
================================================================================
</TABLE>


3.  RECONCILIATION OF           The following table reconciles the accumulated
    ACCUMULATED DEPRECIATION    depreciation from January 1, 2003 to December
                                31, 2005:


<Table>
<Caption>
                                            2005            2004            2003
--------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>
BALANCE, at January 1                $28,663,373     $26,908,653     $25,177,324

Current year depreciation expense      1,832,633       1,754,720       1,731,329
Accumulated depreciation on
   assets sold                                --              --              --
--------------------------------------------------------------------------------

BALANCE, at December 31              $30,496,006     $28,663,373     $26,908,653
================================================================================
</Table>

4.  TAX BASIS OF BUILDINGS      The aggregate cost of buildings and improvements
    AND IMPROVEMENTS            for federal income tax  purposes is equal to the
                                cost basis used for financial statements
                                purposes.


                                      -38-

<PAGE>


SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Uniprop Manufactured Housing Communities Income
Fund II, a Michigan Limited Partnership, has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                       Uniprop Manufactured Housing Communities
                       Income Fund II, a Michigan Limited Partnership

                       BY:    Genesis Associates Limited Partnership,
                              General Partner

                              BY:     Uniprop, Inc., Managing General Partner


                                      By: /s/ Paul M Zlotoff
                                          Paul M. Zlotoff, Chairman


            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.


Dated:  March 24, 2006


By: /s/ Joel Schwartz             By: /s/ Paul M Zlotoff
    ----------------------------      ------------------------------------------
    Joel Schwartz                     Paul M. Zlotoff, Chairman of Uniprop, Inc.
    Principal Financial Officer       (Principal Executive Officer)
    (Chief Financial Officer of
    Uniprop, Inc.)

By: /s/ Susann Szepytowski
    ----------------------------
    Susann Szepytowski
    Principal Accounting Officer
    (Controller of Uniprop, Inc.)


                                      -39-
<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER    DESCRIPTION             METHOD OF FILING                          PAGE
-------   ----------------------  ----------------------------------------  ----
<S>       <C>                     <C>                                       <C>
3(a)      Certificate of Limited  Incorporated by reference to the S-11
          Partnership for the     Registration Statement of the
          Partnership             Partnership filed November 12, 1986,
                                  as amended on December 22, 1986 and
                                  January 16, 1987 (the "Registration
                                  Statement").

3(b)      Uniprop Manufactured    Incorporated by reference to the
          Housing Communities     Registration Statement.
          Income Fund II
          Agreement of Limited
          Partnership

4(a)      First Amendment to      Incorporated by reference to the
          Uniprop Manufactured    Registration Statement.
          Housing Communities
          Income Fund II
          Agreement of Limited
          Partnership
          (April 1, 1987)

4(b)      Form of Beneficial      Incorporated by reference to Form 10-K
          Assignment              for fiscal year ended December 31,
          Certificate (BAC)       1997.
          for the Partnership
          (originally filed
          with Form 10-K for
          the fiscal year
          ended December 31,
          1987)

10(a)     Form of Management      Incorporated by reference to the
          Agreement between       Registration Statement.
          the Partnership and
          Uniprop AM, LLC

10(b)     Form of Consulting      Incorporated by reference to the
          Agreement among the     Registration Statement.
          Partnership, the
          General Partner and
          Consultant

10(c)     Contingent Purchase     Incorporated by reference to Form
          Price Agreement with    10-K for fiscal year ended December
          Sunrise Broward         31, 1997.
          Associates, Ltd.
          (originally filed
          with Form 10-K for
          the fiscal year ended
          December 31, 1987)
</Table>


                                      -40-
<PAGE>


<Table>
<S>       <C>                     <C>                                       <C>
10(d)     Contingent Purchase     Incorporated by reference to Form 10-K
          Price Agreement with    for fiscal year ended December 31, 1997.
          Ardmor Associates
          Limited Partnership
          (originally filed with
          Form 10-K for the
          fiscal year ended
          December 31, 1987)

10(e)     Incentive Acquisition   Incorporated by reference to Form 10-K
          Fee Agreement between   for fiscal year ended December 31, 1997.
          the Partnership and
          Uniprop, Inc.
          (originally filed with
          Form 10-K for the
          fiscal year ended
          December 31, 1987)

10(f)     Mortgage Notes, made    Incorporated by reference to the Form
          on August 20, 1998      8-K filed on September 8, 1998.
          between Uniprop
          Manufactured Home
          Communities Income
          Fund II and GMAC CMC

10(g)     Second Amended and      Filed herewith
          Restated Consulting
          Agreement among the
          Partnership, the
          General Partner and
          Consultant January
          9, 2005

10(h)     Line of Credit Loan     Filed herewith
          Agreement between
          the Partnership and
          National City Bank
          October 19, 2005

28        Letter summary of the   Filed herewith.
          estimated fair market
          values of the
          Partnership's nine
          manufactured housing
          communities, as of
          March 1, 2006.

31.1      Certificate of          Filed herewith.
          Principal Executive
          Officer pursuant to
          Section 302 of the
          Sarbanes-Oxley Act
          of 2002
</Table>


                                      -41-
<PAGE>


<Table>
<S>       <C>                     <C>                                       <C>
31.2      Certificate of          Filed herewith.
          Principal Financial
          Officer pursuant to
          Section 302 of the
          Sarbanes-Oxley Act
          of 2002

*32.1     Certification           Filed herewith.
          Pursuant to Section
          906 of the
          Sarbanes-Oxley Act
          of 2002

*32.2     Certification           Filed herewith.
          Pursuant to Section
          906 of the
          Sarbanes-Oxley Act
          of 2002
</TABLE>


* This certificate is being furnished solely to accompany the report pursuant to
18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, and is not to be incorporated
by reference into any filing of the Partnership, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing.


                                      -42-