<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. 0-15940

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

            MICHIGAN                                           38-2593067
(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 limited partnership interest

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

Indicate by checkmark 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 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

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 Exchange Act)

                                Yes [ ]   No [X]

<PAGE>

The estimated aggregate Net Asset Value of the units as of March 1, 2006 (based
on a 2006 appraisal of Partnership properties) held by non-affiliates was
approximately $22,585,387. As of March 1, 2006 the number of units of limited
partnership interest of the registrant outstanding was 30,000.

                       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, a Michigan
Limited Partnership (the "Partnership"), acquired, maintains, operates and
ultimately will dispose of income producing residential real properties
consisting of four manufactured housing communities (the "Properties"). The
Partnership was organized and formed under the laws of the State of Michigan on
May 16, 1985. 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 (Registration No.
2-98180) in June 1985, which was declared effective by the Securities and
Exchange Commission on September 24, 1985. The Partnership thereafter offered a
maximum of 30,000 units of limited partnership interest representing capital
contributions by the limited partners to the Partnership of $1,000 per unit (the
"Units"). The sale of all 30,000 Units was completed in March 1986, generating
$30 million of contributed capital to the Partnership.

         On February 10, 1986, the Partnership acquired Aztec Estates, a
645-site manufactured housing community in Margate, Florida and Kings Manor, a
314-site manufactured housing community in Ft. Lauderdale, Florida. On March 4,
1986, the Partnership acquired Old Dutch Farms, a 293-site manufactured housing
community in Novi, Michigan. On March 27, 1986, the Partnership acquired The
Park of the Four Seasons, a 572-site manufactured housing community in Blaine,
Minnesota.


<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 March 25, 1997 the Partnership borrowed $33,500,000 from Nomura
Asset Capital Corporation and secured the borrowing with liens on its Properties
(the "Financing"). The note is payable in monthly installments of $251,439,
including interest, through March 2027. The interest rate is 8.24% per annum
through July 2007; thereafter, the interest rate will be adjusted based on the
provisions of the loan agreement. The loan may be prepaid without penalty
beginning in January 2007. On March 26, 1997 the Partnership distributed
$30,000,000 to the Limited Partners, representing a full return of original
capital contributions of $1,000 per unit held. The Partnership continues to own
and operate its properties and the Limited Partners continue to have an interest
in the Partnership as only the original capital contributions were returned on
March 26, 1997.

Financial Information About Industry Segment

         The Partnership's business and only industry segment is the operation
of its four manufactured housing communities. For a description of the
Partnership's revenues, operating profit and assets please refer to Items 6 and
8 of this Form 10-K.

Narrative Description of Business

General

         The Properties were selected from 23 manufactured housing communities
then owned by affiliates of P.I. Associates Limited Partnership, a Michigan
limited partnership, the General Partner (the "General Partner") of the
Partnership. 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 decisions they 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 trend for manufactured housing community residents to purchase
(where zoning permits) their home sites on a collective basis. This trend may
result in increased competition with


                                      -3-
<PAGE>

the Partnership for residents. In addition, the General Partner, its affiliates
or both, have participated, 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 Margate/Fort Lauderdale area contains
approximately seven communities offering approximately 2,758 sites competing
with Aztec Estates. The Davie/Fort Lauderdale area contains approximately seven
communities offering approximately 3,483 sites competing with Kings Manor. Old
Dutch Farms competes with approximately ten communities offering approximately
4,724 sites. Park of the Four Seasons competes with approximately 11 communities
offering approximately 3,193 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 Aztec Estates and Kings Manor. 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 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 for the price, terms
and conditions being offered to the public within 45 days of notification by the
owner. If the Partnership receives an unsolicited bonafide offer to purchase the
Property from any party, 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) 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 and Minnesota, 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


                                      -4-
<PAGE>

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 $22,000 to $52,000. Local managers have no direct
management authority; make no decisions regarding operations and act only in
accordance with instructions from the property manager.

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.

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


                                      -5-
<PAGE>

         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) 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.


                                      -6-
<PAGE>

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 four manufactured housing communities for
cash. As a result of the 1997 financing, the 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 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 Old Dutch Farms, has a swimming
pool and tennis courts.


                                      -7-
<PAGE>

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

<Table>
<Caption>

        PROPERTY NAME                  YEAR                        NUMBER
        AND LOCATION               CONSTRUCTED        ACREAGE     OF SITES
        -------------------------------------------------------------------
        <S>                        <C>                <C>         <C>
        Aztec Estates
        Sundial Circle
        Margate, FL                    1970             100          645
        -------------------------------------------------------------------
        Kings Manor
        State Road 84
        & Flamingo Road
        Ft. Lauderdale, FL             1972              45          314
        -------------------------------------------------------------------
        Old Dutch Farms
        Napier Road
        Novi, MI                       1972              47          293
        -------------------------------------------------------------------
        Park of the Four
          Seasons
        113th Ave, N.E.                1972             107          572
        Blaine, MN
        -------------------------------------------------------------------
</Table>

ITEM 3. LEGAL PROCEEDINGS

A group of current residents, on March 4, 2005 filed a class action lawsuit in
the Circuit Court of Oakland County against the Partnership and the General
Partner of the Partnership claiming that the Old Dutch Farms community did not
honor its obligations with respect to operating various aspects of the
community. The class action status of the Plaintiffs was denied by the Court. A
number of residents did choose to pursue their claims individually. The
Partnership is in the process of negotiating a settlement with the individual
resident group and does not expect this matter to have a material, adverse
effect on the Partnership's financial statements.

The City of Novi, Michigan, as of February 11, 2004 filed a lawsuit in the
Circuit Court of Oakland County against the Partnership to compel the Old Dutch
Farms community to connect to the City of Novi sanitary sewer system. In
December of 2005, the Partnership completed the physical connection to the
City's sanitary sewer system. In connecting to the City system, the Partnership
paid connection fees of $730,653 to the City. The cost of connection was
approximately $74,000. Removal of the current sanitary sewer system is expected
to occur in 2006 for an estimated cost of approximately $65,000. As the old
system was taken out of service in December of 2005, the net book value of
approximately $264,000 was also written off in December 2005.

In connection with the sewer connection, the partnership has obtained an
unsecured $750,000 term note payable to a bank requiring monthly principal
payments of $12,500 plus interest at the one month LIBOR rate plus 1.8% and is
due on October 19, 2010. The outstanding balance under this agreement was
$737,500 at December 31, 2005.


                                      -8-
<PAGE>

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

         The voting privileges of the Limited Partners are restricted to certain
matters of fundamental significance to the Partnership. The Limited Partners
must approve certain major decisions of the General Partner if the General
Partner proposes to act without the approval of the Consultant. The Limited
Partners also have a right to vote with respect to 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
Limited Partners holding in the aggregate more than 50% of the then outstanding
Units. During 2005, the Limited Partners were asked to and did approve payment
of a fee to the General Partner in connection with a proposed mortgage
refinancing. Because of the effects of Hurricane Wilma on Aztec Estates and
Kings Manor, this transaction was cancelled and no refinancing fee was paid to
the General Partner.

                                     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 and it is
not anticipated that one will ever develop. Each year, less than five percent of
the Units are transferred including transfers on account of 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 the amount of distributions that would be made to the Limited
Partners in the event of the current sale of the Properties at their current
appraised value, less mortgage debt and sales expenses (but without
consideration to tax consequences of the sale), by 30,000. In March 2006, the
Properties were appraised at an aggregate fair market value of $62,850,000.
Assuming a sale of the four properties at the appraised value in March 2006,
less payment of 3.0% selling expenses, mortgage debt of $30,762,766, the
$1,970,000 Contingent Purchase Price due to certain partners of the General
Partner, and after the 80/20% split of sale or financing proceeds with the
General Partner, the net aggregate proceeds available for distribution to the
Limited Partners is $22,585,387, or $752.85 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 2,319 Limited Partners holding 30,000 Units.

The Partnership has no equity compensation plans.

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              Distribution to
                              Limited Partnership Unit        General Partners
                              ------------------------        ----------------
<S>                           <C>                             <C>
Quarter Ended

March 31, 2005                        $3.00                        $181,000
June 30, 2005                         $3.00                        $184,000
September 30, 2005                    $3.00                        $184,000
December 31, 2005                     $ .00                        $161,500
March 31, 2004                        $3.00                        $181,000
June 30, 2004                         $3.00                        $181,000
September 30, 2004                    $3.00                        $181,000
December 31, 2004                     $3.00                        $181,000
</TABLE>

The Partnership intends to declare quarterly distributions. However,
distributions are determined by the General Partner and depend on the results of
the Partnership's operations. During the Fourth Quarter of 2005, as fully
described in Form 8-K filed on December 2, 2005, Hurricane Wilma interrupted the
Partnership's operations by damaging physical property and damaging
approximately 100 resident-owned homes in both Aztec Estates and Kings Manor. As
a result of this damage, the planned mortgage refinancing has been cancelled.
Further, clean-up costs, repair costs and interruption of rental income have all
negatively impacted the Partnership's cash flow causing quarterly dividends to
be temporarily suspended. Since the Hurricane, the Partnership has started to
receive rental income from FEMA for home sites leased at Aztec Estates and has
also received insurance proceeds to offset some of the costs associated with the
Hurricane clean-up and the cancelled refinancing. Although the General Partner
expects cash flows to improve during 2006, the timeframe for restoring
distributions remains uncertain.


                                      -10-
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

         The following table summarizes selected financial data for Uniprop
Manufactured Housing Communities Income Fund, a Michigan Limited 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 31,         DECEMBER 31,         DECEMBER 31,         DECEMBER 31,         DECEMBER 31,
                                      2005                 2004                2003                 2002                  2001
                                 ------------         ------------         ------------         ------------         ------------
<S>                              <C>                  <C>                  <C>                  <C>                  <C>
Total Assets                     $ 19,094,555         $ 19,330,739         $ 20,446,593         $ 20,890,327         $ 21,354,052
                                 ============         ============         ============         ============         ============

Note Payable                     $ 30,762,766         $ 31,190,519         $ 31,576,444         $ 31,939,585         $ 32,273,332
                                 ============         ============         ============         ============         ============
Revenue                          $ 10,259,267         $ 10,430,726         $ 10,713,194         $ 10,797,708         $ 10,059,885

Expenses                          (11,287,475)         (10,324,437)          (9,905,031)          (9,793,992)          (9,138,331)
                                 ------------         ------------         ------------         ------------         ------------
Net (Loss) Income                $ (1,028,208)        $    106,289         $    808,163         $  1,003,716         $    921,554
                                 ============         ============         ============         ============         ============
Distributions to
Limited Partners,
per Unit                         $       9.00         $      12.00         $      12.00         $      12.00         $      11.75

Income (loss)
per Unit:
Class A                          $        (41)        $          9         $          9         $         15         $         13
Class B                          $          1         $         28         $         47         $         51         $         49

Weighted average
number of Units
outstanding:
Class A
Class B                                20,230               20,230               20,230               20,230               20,230
                                        9,770                9,770                9,770                9,770                9,770
</Table>

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 February 10,
1986, when Aztec Estates and Kings Manor were purchased by the Partnership and
operations commenced. On March 4, 1986, and March 27, 1986, Old Dutch Farms and
Park of the Four Seasons were purchased, respectively. From the $30,000,000
capital raised from the sale of the units, $26,400,000 was used to purchase the
four Properties after deducting sales commissions, advisory fees and other
organization and offering costs.

         In an effort to provide Limited Partners with a full return of original
capital contributions of $1,000 per unit, the General Partner, with majority
consent from the Limited


                                      -11-
<PAGE>

Partners, mortgaged the four Properties owned by the Partnership on March 25,
1997 in the aggregate amount of $33,500,000. The General Partner acknowledges
that the mortgages impose some risks to the Partnership, but considers 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 including debt service and capital reserves.
The Partnership retains cash reserves, which it believes will be adequate to
maintain the Properties. Funds available beyond current and anticipated needs
are distributed to the Partners quarterly. Since the damage caused by Hurricane
Wilma and the resulting increase in costs, distributions have been reduced in
the last quarter.

         While the Partnership is not required to maintain a working capital
reserve, it has not distributed all the cash generated from operations in order
to build cash reserves. As of December 31, 2005, the Partnership's cash balance
amounted to $554,668. The amount of any funds placed in reserve is at the
discretion of the General Partner. The Partnership expects to generate adequate
amounts of cash to meet its operating needs and debt service during the next
fiscal year.

         The Partnership has a renewable line of credit of $1,000,000 with
National City Bank of Michigan/Illinois that expires in 2006. The interest rate
is 180 basis points above the One Month LIBOR rate (6.17% at December 31, 2005).
As of December 31, 2005 the line of credit held a balance of $660,000. The
primary purpose for 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.

         The Partnership has a renewable $1,000,000 line of credit with Uniprop
Homes, Inc, an affiliated entity, that expires in September 2006. The interest
rate is the prime rate minus .5%. (6.75% at December 31, 2005). The sole purpose
of this line of credit is to purchase new and used homes to be used as model
homes offered for sale within the Partnership's communities. As of December 31,
2005, the outstanding balance on this line of credit was $829,287. The General
Partner believes that continuing the model home program is in the best interest
of the Partnership.

         The Partnership has an unsecured note with an affiliated entity that
expires in January 2011 used for financing the purchase of managers' homes.
Interest on the outstanding balance is charged at a fixed rate of 12%. The
outstanding balance under this agreement was $91,427 as of December 31, 2005.

         The Partnership currently holds a term loan with a bank in the original
amount of $750,000 that matures in October 2010. The note is payable in monthly
installments of $12,500 plus interest of 1.80% in excess of the one month LIBOR
rate, which was 6.17% at December 31, 2005. This term loan was undertaken for
the cost of the sewer connection at Old Dutch Farms. The outstanding balance
under this agreement was $737,500 as of December 31, 2005.


                                      -12-
<PAGE>

         On March 25, 1997, the Partnership completed the Financing pursuant to
which the Partnership borrowed $33,500,000 from Nomura Asset Capital Corporation
and secured the borrowing with liens on its Properties. The note is payable in
monthly installments of $251,439, including interest, through March 2027. The
interest rate is 8.24% per annum through July 2007; thereafter, the interest
rate will be adjusted based on the provisions of the note agreement. The loan
may be prepaid without penalty beginning in January 2007. There are certain
requirements contained in the note payable agreement. The note agreement permits
the Partnership to obtain unsecured debt in the aggregate amount not to exceed
three percent of the original note balance or $1,005,000. The Partnership was
not in compliance with this requirement at December 31, 2005, however, has
subsequently obtained a written waiver from the mortgage lender.

         On March 26, 1997, the Partnership distributed $30,000,000 of the
financing proceeds to the Limited Partners, representing a full return of the
original capital contributions of $1,000 per Unit held. The Partnership
continues its operations and expects to be able to continue to pay cash
distributions to the Limited Partners, although in amounts substantially lower
than paid prior to the Financing, due to payment of debt service resulting from
the Financing and reduced cash flow from operations. Limited Partners will
continue to have an interest in the Partnership. Only the original capital
contributions were returned on March 26, 1997.

         Future maturities on the note payable for the next five years are as
follows: 2006 - $450,000; 2007 - $487,000, 2008 - $522,000; 2009 - $575,000 and
2010 - $648,000.

         The yearly Partnership Management Distribution due to the General
Partner for 2005 was $646,000, or 1.0% of the 2005 appraised value of the
properties held by the Partnership. Actual Partnership Management Distribution
paid to the General Partner during 2005 was $643,000, a portion of which was
calculated based on the 2004 appraised value of the properties held by the
Partnership.

         The General Partner elected to make a total distribution of $337,500,
during 2005, 80% of which, or $270,000 was paid to the Limited Partners and 20%
of which, or $67,500 was paid to the General Partner as the Incentive Management
Interest.

Results of Operations

         a. Distributions

         For the years ended December 31, 2005 and 2004, the Partnership paid
distributions to Limited Partners of $9.00 and 12.00 per Unit held, or $270,000
and $360,000, respectively.

         The General Partner receives a quarterly Partnership Management
Distribution equal to .25% of the appraised value of the properties of the
Partnership (equal to $646,000 annually based on current 2005 appraisals).
Thereafter, distributions are made at


                                      -13-
<PAGE>

the discretion of the General Partner, and are allocated 20% to the General
Partner as an Incentive Management Interest and 80% to the Limited Partners. The
General Partner received distributions totaling $710,500, $716,375, and $689,375
during the years ended December 31, 2005, 2004, and 2003, respectively.

         b. Revenue

         The manufactured housing industry in general has experienced lower
retail home sales over the last three years due to restrictive financing and to
the ease at which site built homes can be acquired and financed. These adverse
conditions caused the Partnership to experience a decline in occupancy levels
resulting in gross revenue decreasing by $171,459 from 2005 to 2004.

         c. Net Income (loss)

         For the years ended December 31, 2005, 2004 and 2003, net (loss) income
was ($1,028,208), $106,289 and $808,163 on total revenues of $10,259,267,
$10,430,726 and $10,713,194 respectively.

         Distributions to all Partners were $980,500, $1,076,375 and $1,049,375
for the years ended December 31, 2005, 2004, and 2003, respectively.

         d. Partnership Management

         Certain employees of the Partnership are also employees of affiliates
of the General Partner. The Partnership paid these employees an aggregate of
$120,905, $116,323 and $113,289, in 2005, 2004 and 2003, respectively, to
perform partnership management and investor relations services for the
Partnership.

         e. Recent Accounting Pronouncements

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

         f. 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.


                                      -14-
<PAGE>

         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>
                                      Totals         Yr 1        Yrs 2-3       Yrs 4-5         Over 5 Yrs
                                     -------        ------       -------       -------         ----------
<S>                                  <C>            <C>          <C>           <C>             <C>
Line-of-credit                       $   660        $  660
Term debt                            $   738        $  150        $  300        $ 288
Note payable--affiliate              $   921        $  844            34           43
Mortgages payable                    $30,762        $  450        $1,009        $1,223           $28,080
                                     -------        ------        ------        ------           -------
Total                                $33,081        $2,104        $1,343        $1,554           $28,080
                                     =======        ======        ======        ======           =======
</TABLE>

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

         g. Property Operations

         Overall, the four Properties had a combined average occupancy of 77%
for the year ended December 31, 2005; as compared to 78% the year ended December
31, 2004; and 88% the year ended December 31, 2003. The average collected
monthly rent for the year ended December 31, 2005 (not a weighted average) was
approximately $490 per home-site as compared to $479 for the year ended December
31, 2004 and $468 for the year ended December 31, 2003.

<Table>
<Caption>
                                  TOTAL                                          OCCUPANCY RATE
                                  SITES            OCCUPIED SITES                 AT DECEMBER 31              AVERAGE RENT
                                  -----      ---------------------------     ----------------------     ------------------------
                                             2005       2004       2003      2005     2004     2003     2005      2004      2003
                                             -----      -----      -----     ----     ----     ----     ----      ----      ----
<S>                               <C>        <C>        <C>        <C>       <C>      <C>      <C>      <C>       <C>       <C>
Aztec Estates                       645        624        482        498      97%      75%      78%     $529      $517      $505
Kings Manor                         314        287        295        303      91       94       97       535       514       495
Old Dutch Farms                     293        155        201        252      53       69       86       450       450       448
Park 4 Seasons                      572        380        455        525      66       80       92       445       434       423
                                  -----      -----      -----      -----     ---      ---     ----     -----     -----     -----
     Overall                      1,824      1,446      1,433      1,578      77%      78%      88%     $490      $479      $468
</Table>



                                      -15-
<PAGE>

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


<Table>
<Caption>
                                                  GROSS REVENUE                              NET OPERATING (LOSS) INCOME
                                                                                                AND NET (LOSS) INCOME
                                  --------------------------------------------      --------------------------------------------
                                      2005             2004           2003               2005            2004            2003
                                  -----------      -----------     -----------      ------------    ------------    ------------
<S>                               <C>              <C>             <C>              <C>             <C>             <C>
Aztec Estates                      $4,274,079       $4,431,458      $3,922,469      $  1,763,404    $  1,459,081    $  1,419,806
Kings Manor                         2,679,828        2,188,251       2,265,236         1,234,269       1,081,113       1,167,936
Old Dutch Farms                       968,920        1,229,045       1,431,640         (156,219)         502,302         750,094
Park of the Four Seasons            2,306,409        2,573,639       3,086,083         1,126,581       1,428,857       1,608,843
                                  -----------      -----------     -----------      ------------    ------------    ------------
                                  $10,229,236      $10,422,393     $10,705,428      $  3,968,035    $  4,471,353    $  4,946,679
Partnership
 Management                       $    30,031      $     8,333     $     7,766         (446,443)       (293,844)       (250,785)

Other
 Expenses                                                                              (698,604)       (488,124)       (294,459)

Interest Expense                                                                     (2,925,821)     (2,715,486)     (2,738,379)

Depreciation and
 Amortization                                                                          (925,375)       (867,610)       (854,893)
                                                                                   -------------    ------------    ------------

TOTAL:                            $10,259,267      $10,430,726     $10,713,194     $ (1,028,208)    $    106,289    $    808,163
</Table>

         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 $171,459 or less than 2%, to $10,259,267 in
2005, compared to $10,430,726 in 2004. The decrease was primarily the result of
lower occupancy levels for the year ended December 31, 2005. Rental revenues
decreased $433,933 for the year ended December 31, 2005.

         The Partnership's operating expenses increased $963,038, from
$10,324,437 in 2004, to $11,287,475 in 2005. The increase was primarily the
result of higher property operations expense including a $264,000 disposal cost
of the waste water treatment plant at Old Dutch Farms, higher home sale expense
due to an inventory impairment charge of $209,000 and $248,000 of higher
interest expense relating to the cancelled refinancing.


                                      -16-
<PAGE>

         As a result of the aforementioned factors, the Partnership had a net
loss of $1,028,208 in 2005, compared to net income of $106,289 in 2004.

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

         Total revenues decreased $282,468 or less than 3%, to $10,430,726 in
2004, compared to $10,713,194 in 2003. The decrease was primarily the result of
lower occupancy levels for the year ended December 31, 2004. Rental revenues
decreased $246,085 for the year ended December 31, 2004.

         The Partnership's operating expenses increased $419,406, from
$9,905,031 in 2003, to $10,324,437 in 2004. The increase was primarily the
result of higher home sale expense, higher administrative expense and higher
property operation costs.

         As a result of the aforementioned factors, net income decreased
$701,874 from $808,163 in 2003 to $106,289 in 2004.

IMPORTANT DISCLOSURES

         The General Partner believes it is important to disclose certain recent
events to the Limited Partners 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 as well as the ease of financing site-built homes.
Declining retail home sales for manufactured homes and high default rates on
chattel mortgage loans for manufactured homes continued through 2005. The
increase in 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 number of new homes purchased 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 retail contracts 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 and reduces the risk of loss through repossession.
The total amount of retail loans made by the Partnership and outstanding at this
time is not material relative to the total assets and revenues of the
Partnership. The General Partner believes its retail sales and financing
activity will help to 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.


                                      -17-
<PAGE>

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 $30,762,766. Interest on this note is at a fixed
annual rate of 8.24% through July 2007.

         Line-of-Credit: At December 31, 2005 the Partnership owed $660,000
pursuant to its line-of-credit agreement, whereby interest is accrued at a
variable rate of 1.80% in excess of the One Month LIBOR rate. As of December 31,
2005 the one month LIBOR rate was 4.37%.

         Term Loan: At December 31, 2005 the Partnership holds a term loan with
National City Bank of the Midwest in the original amount of $750,000. Interest
on this note is accrued at a variable rate of 1.80% in excess of the One Month
LIBOR rate. This line of credit was established for the cost of the sewer
connection at Old Dutch Farms. As of December 31, 2005, the outstanding balance
was $737,500 and the One Month LIBOR rate was 4.37%.

         Line-of-Credit for Homes: At December 31, 2005 the partnership had a
note payable outstanding to an affiliated entity in the amount of $829,287,
whereby interest is accrued at the prime rate minus .5% (6.75 at December 31,
2005).

         Note Payable -- Affiliate: At December 31, 2005 the partnership has an
unsecured note payable outstanding to an affiliated entity in the amount of
$91,427, whereby interest is charged at a fixed rate of 12%. This note was
established to finance the purchase of manager's homes.

         A 10% adverse change in interest rates on the portion of the
Partnership's debt bearing interest at variable rates would result in an
increase in interest expense of less than $20,000.

         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's 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


                                      -18-
<PAGE>

         (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 (Deficit) 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 two most recent 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 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.


                                      -19-
<PAGE>

                                    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 of the Partnership is P.I. Associates Limited Partnership.
P.I. Associates is a Michigan limited partnership. From November 1985 until
March 19, 1997, Paul M. Zlotoff served as the sole general partner of P.I.
Associates. In order to address concerns raised by the lender in connection with
the Financing, on March 19, 1997, GP P.I. Associates Corp. was admitted as a
corporate General Partner of P.I. Associates. GP P.I. Associates Corp. is wholly
owned by Paul M. Zlotoff.

         Information concerning Mr. Zlotoff's age and principal occupations
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 currently Director/Chairman
of Uniprop, Inc. which is the General Partner of Genesis Associates Limited
Partnership Uniprop Manufactured Housing Communities Income Fund II, a public
limited partnership, which owns and operates nine manufactured housing
communities. Mr. Zlotoff currently, and in the past, has acted as the General
Partner for various other limited partnerships owning manufactured home
communities, as well as some commercial properties.

         The following individuals are the directors and officers of P.I.
Associates Corp.:

<TABLE>
<CAPTION>
Name and Age                                Position Held
------------                                -------------
<S>                                         <C>
Paul M. Zlotoff, 56                         Director and President

Joel Schwartz, 44                           Secretary/Treasurer

Robert Sher, 55                             Director

Roger Zlotoff, 45                           Vice President
</TABLE>

         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.


                                      -20-
<PAGE>

         Roger Zlotoff, 44 became Chief Investment Officer of Uniprop, Inc. on
October 18, 1999. He became Vice President of Uniprop, Inc. in 2004. 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
philosophy major, and received his Master 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 Directors, Officers, and Employees of Uniprop AM, LLC. 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. 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 STOCKHOLDER MATTERS

         The Partnership is a limited partnership formed pursuant to the
Michigan Uniform Limited Partnership Act, as amended. The General Partner, P.I.
Associates Limited Partnership is vested with full authority as to the general
management and supervision of the business and other affairs of the Partnership,
subject to certain constraints in the partnership agreement and consulting
agreement. Limited Partners 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 Partnership's knowledge, 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


                                      -21-
<PAGE>

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 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 successors to the sellers of all
the Properties acquired by the Partnership and may be entitled to share in a
Contingent Purchase Price with respect to each Property, when and if the
successors to the sellers become entitled thereto. Each of the sellers has been
dissolved and liquidated and their interests in the Contingent Purchase Price
have been assigned to certain partners of the General Partner. The Contingent
Purchase Price for each Property was determined by reference to the average of
two independent real estate appraisals that 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 becomes entitled to any
unpaid Contingent Purchase Price upon the sale, financing or other disposition
of one or more Properties, but, only after the receipt by each Limited Partner
of any shortfall in his 9% cumulative preferred return plus the return of his
adjusted capital contribution. Because the Financing resulted in a complete
return of the Limited Partners' capital contributions, and because the Limited
Partners have received their cumulative preferred return in full, the successors
to the sellers did receive $1,500,000 in partial payment of the Contingent
Purchase Price on or about May 15, 1997. The maximum amounts which could be
payable to the successors to the sellers are as follows: Aztec Estates,
$1,374,323; Kings Manor, $529,724; Old Dutch Farms, $452,359; and Park of the
Four Seasons, $1,113,594. The partial payment made for each property was as
follows: Aztec Estates, $594,088; Kings Manor, $228,987; Old Dutch Farms,
$195,544; and Park of the 4 Seasons, $481,381. The maximum amounts remaining
which could be payable to the successors of the sellers are as follows: Aztec
Estates, $780,235; Kings Manor, $300,737; Old Dutch Farms, $256,815; and Park of
the Four Seasons, $632,213. 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 paid and will continue to 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. As a result of the Financing and full
return of the $30,000,000 original capital contributions of the Limited
Partners, no further Preferred Return or Cumulative Return will apply, and the
payment of the Incentive Management Interest will not be contingent on the
satisfaction of those returns. The Incentive Management Interest is
discretionary and is based on 20% of the net cash from operations (cash revenues
less cash operating expenses and specified reserves) in any taxable year. For
the year ended December 31, 2005, the General Partner had received a
distribution of $67,500. The actual amount to be received in future years will
depend upon the results of the Partnership's operations and is not determinable
at this time. Because the Limited Partners have received the return of their
adjusted capital contributions, the General Partner also has a right to receive
20% of any sale or financing proceeds.


                                      -22-
<PAGE>

         The General Partner is also entitled to a quarterly Partnership
Management Distribution equal to one-fourth of 1% of the most recent appraised
value of the Properties of the Partnership. The Partnership Management
Distribution for each quarter is paid in arrears, 45 days after the end of each
fiscal quarter. The Partnership Management Distribution was proposed by the
General Partner and approved by the Limited Partners to compensate, in part, for
the substantial reduction in the amounts expected to be paid to the General
Partner pursuant to the Incentive Management Interest following the Financing.
Based on the Properties' March 2005 aggregate appraised value of $64,600,000,
the Partnership Management Distribution due to the General Partner was $646,000.
The Partnership Management Distribution paid to the General Partner during 2005
was $643,000, a portion of which was calculated on the 2004 aggregate appraised
value of $63,400,000. Based on the Properties' March 2006 aggregate appraised
value of $62,850,000, the Partnership Management Distribution due the General
Partner for the Partnership's 2006 fiscal year will be $628,500 (62,850,000 x
1.0% = $628,500).

         Uniprop AM, LLC, an affiliate of the General Partner, 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 $407,200. In addition, certain employees of the
Partnership are also employees of affiliates of the General Partner. During the
last fiscal year, these employees received an aggregate of $120,905 for
performing partnership management and investor relations' services for the
Partnership. 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. Uniprop Inc. had been the Partnership's management entity until it
was replaced by Uniprop AM, LLC in 2003. Uniprop Homes, Inc., an affiliate of
the General Partner, received commissions totaling $104,234 for certain services
provided as a broker/dealer of manufactured homes for the communities. Uniprop
Homes 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.


<Table>
<Caption>
                                              2005                 2004
                                            -------              -------
        <S>                                 <C>                  <C>
        (1)  Audit Fees                     $23,600              $22,200
        (2)  Audit-Related Fees             $     0              $     0
        (3)  Tax Fees                       $12,500              $12,500
        (4)  All Other Fees                 $     0              $     0
        (5)  Total                          $36,100              $34,700

</Table>

                                      -23-
<PAGE>

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 (Deficit) 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

         (3)      Exhibits

         The following exhibits are incorporated by reference to the S-11
Registration Statement of the Partnership filed June 4, 1985, as amended on
August 1, 1985 and September 11, 1985:

         3(a)     Amended Certificate of Limited Partnership for the Partnership

         3(b)     Agreement of Limited Partnership for the Partnership


                                      -24-
<PAGE>

         10(a)    Form of Management Agreement between the Partnership and
Uniprop, Inc. as amended.

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

         3(c)     Certificate of Amendment to the Certificate of Limited
Partnership for the Partnership (originally filed with Form 10-Q for the fiscal
quarter ended June 30, 1986).

         4        Form of Certificate of Limited Partnership Interest in the
                  Partnership (Originally filed with Form 10-K for the fiscal
                  year ended December 31, 1986)

         10(c)    Contingent Purchase Price Agreement between the Partnership,
                  Aztec Estates (Originally filed with Form 10-K for the fiscal
                  year ended December 31, 1987)

         10(d)    Contingent Purchase Price Agreement between the Partnership
                  and O.D.F. Mobile Home Park (Originally filed with Form 10-K
                  for the fiscal year ended December 31, 1987)

         10(e)    Contingent Purchase Price Agreement between the Partnership
                  and The Park of the Four Seasons (Originally filed with Form
                  10-K for the fiscal year ended December 31, 1987)

         The following exhibits are attached to this Report:

         10(b)    Second Amended and Restated Consulting Agreement among the
                  Partnership, the General Partner and the Consultant.

         10(i)    Term Loan between the Partnership and National City Bank of
                  the Midwest dated October 19, 2005

         28       Letter summary of the estimated fair market values of the
                  Partnership's four Manufactured housing communities as of
                  March 1, 2006.


                                      -25-
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying balance sheets of Uniprop Manufactured Housing
Communities Income Fund (a Michigan limited partnership), as of December 31,
2005 and 2004, and the related statements of operations, partners' equity
(deficit) 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 audit included consideration of internal
control over financial reporting as a basis for designing audits 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 schedules.
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 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


                                      -26-

<PAGE>


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


                                                                  BALANCE SHEETS

<Table>
<Caption>
--------------------------------------------------------------------------------


 December 31,                                         2005             2004
--------------------------------------------------------------------------------
<S>                                               <C>              <C>

 ASSETS
 PROPERTY AND EQUIPMENT
    Buildings and improvements                   $ 26,509,706      $ 25,898,324
    Land                                            5,280,000         5,280,000
    Furniture and equipment                           241,169           229,879
-------------------------------------------------------------------------------
                                                   32,030,875        31,408,203
    Less accumulated depreciation                  15,504,359        14,734,193
-------------------------------------------------------------------------------
 NET PROPERTY AND EQUIPMENT                        16,526,516        16,674,010
 Cash                                                 554,668           200,760
 Cash - security deposit escrow                       305,158           305,158
 Manufactured homes and improvements                  996,878         1,204,892
 Unamortized financing costs                          108,548           194,548
 Other assets                                         602,787           751,371
-------------------------------------------------------------------------------
                                                 $ 19,094,555      $ 19,330,739
-------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' DEFICIT
Note payable                                     $ 30,762,766      $ 31,190,519
Notes payable - bank                                1,397,500            40,000
Notes payable - affiliate                             920,714           565,190
Accounts payable                                      695,415           176,661
Other liabilities                                     676,551           708,052
-------------------------------------------------------------------------------
TOTAL LIABILITIES                                  34,452,946        32,680,422
-------------------------------------------------------------------------------
PARTNERS' EQUITY (DEFICIT)
   Class A limited partners                       (10,920,514)       (9,907,130)
   Class B limited partners                         1,362,375         1,441,557
   General partner                                 (5,800,252)       (4,884,110)
-------------------------------------------------------------------------------
TOTAL PARTNERS' DEFICIT                           (15,358,391)      (13,349,683)
-------------------------------------------------------------------------------
                                                 $ 19,094,555      $ 19,330,739
-------------------------------------------------------------------------------
                                 See accompanying notes to financial statements.


</Table>

                                      -27-

<PAGE>

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


                                                        STATEMENTS OF OPERATIONS


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



<Table>
<Caption>

   Year Ended December 31,                                2005            2004            2003
----------------------------------------------------------------------------------------------
<S>                                               <C>             <C>             <C>
  REVENUE
     Rental                                       $  7,575,839    $  8,009,772    $  8,255,857
     Home sale income                                2,066,230       1,981,493       1,980,043
     Other                                             617,198         439,461         477,294
----------------------------------------------------------------------------------------------
                                                    10,259,267      10,430,726      10,713,194
----------------------------------------------------------------------------------------------
  OPERATING EXPENSES
    Administrative                                   2,159,096       2,070,613       1,925,496
     Property taxes                                  1,003,313         964,275         958,023
    Utilities                                          542,675         537,220         513,806
    Property operations                              1,583,420       1,258,566       1,153,281
    Depreciation                                       925,375         867,610         854,893
    Interest                                         2,925,821       2,715,486       2,738,379
    Home sale expense                                2,147,775       1,910,667       1,761,153
----------------------------------------------------------------------------------------------
                                                    11,287,475      10,324,437       9,905,031
----------------------------------------------------------------------------------------------
 NET INCOME (LOSS)                                $ (1,028,208)   $    106,289    $    808,163
----------------------------------------------------------------------------------------------
 INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT
    Class A                                       $     (41.09)   $      (9.45)   $       9.43
    Class B                                       $        .90    $      28.27    $      46.64
DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT
      Class A                                     $       9.00    $      12.00    $      12.00
      Class B                                     $       9.00    $      12.00    $      12.00
NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING
      Class A                                           20,230          20,230          20,230
      Class B                                            9,770           9,770           9,770
NET INCOME (LOSS) ALLOCABLE TO GENERAL PARTNER    $   (205,642)   $     21,258    $    161,633
DISTRIBUTIONS ALLOCABLE TO GENERAL PARTNER        $    710,500    $    716,375    $    689,375
----------------------------------------------------------------------------------------------
                                               See accompanying notes to financial statements.
</Table>



                                      -28-

<PAGE>




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


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


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

<Table>
<Caption>

                                                                                        TOTAL
                                                      Class A          Class B       PARTNERS'
                                     General          Limited          Limited         EQUITY
                                     Partner          Partners         Partners      (DEFICIT)
----------------------------------------------------------------------------------------------
<S>                              <C>             <C>             <C>             <C>
BALANCE, January 1, 2003         $ (3,661,251)   $ (9,421,318)   $    944,184    $(12,138,385)
Distributions to partners            (689,375)       (242,760)       (117,240)     (1,049,375)
Net income for the year               161,633         190,844         455,686         808,163
----------------------------------------------------------------------------------------------
BALANCE, December 31, 2003         (4,188,993)     (9,473,234)      1,282,630     (12,379,597)
Distributions to partners            (716,375)       (242,760)       (117,240)     (1,076,375)
Net income (loss) for the year         21,258        (191,136)        276,167         106,289
----------------------------------------------------------------------------------------------
BALANCE, December 31, 2004         (4,884,110)     (9,907,130)      1,441,557     (13,349,683)
Distributions to partners            (710,500)       (182,070)        (87,930)       (980,500)
Net income (loss) for the year       (205,642)       (831,314)          8,748      (1,028,208)
----------------------------------------------------------------------------------------------
BALANCE, December 31, 2005       $ (5,800,252)   $(10,920,514)   $  1,362,375    $(15,358,391)
----------------------------------------------------------------------------------------------
                                               See accompanying notes to financial statements.

</Table>





                                      -29-

<PAGE>


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


                                                        STATEMENTS OF CASH FLOWS


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


<Table>
<Caption>
----------------------------------------------------------------------------------------------
 Year Ended December 31,                                    2005          2004            2003
----------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                $(1,028,208)   $   106,289    $   808,163
    Adjustments to reconcile net income (loss) to
       net cash provided by operating activities
          Depreciation                                   925,375        867,610        854,893
          Amortization                                    86,000         86,000         86,000
          Loss on disposal of equipment                  264,004           --             --
          Decrease (increase) in homes and
            improvements                                 208,014        (27,070)      (160,028)
          Decrease (increase) in other assets            148,584        506,941       (530,662)
          Increase in accounts payable                   518,754         27,448         29,209
          (Decrease) increase in other liabilities       (31,501)      (177,481)       112,165
----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES              1,091,022      1,389,737      1,199,740
----------------------------------------------------------------------------------------------
 CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                 (1,041,885)      (355,290)      (175,253)
----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Distributions to partners                            (980,500)    (1,076,375)    (1,049,375)
   Repayment of note payable                            (427,753)      (385,925)      (363,141)
   Net proceeds (payments) under line of credit          620,000       (195,000)        39,245
   Proceeds from note payable - bank                     737,500           --             --
   Net proceeds from note payable - affiliate            355,524        565,190           --
----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING
   ACTIVITIES                                            304,771     (1,092,110)    (1,373,271)
----------------------------------------------------------------------------------------------
      NET INCREASE (DECREASE) IN CASH                    353,908        (57,663)      (348,784)
      CASH, at beginning of year                         200,760        258,423        607,207
----------------------------------------------------------------------------------------------
      CASH, at end of year                           $   554,668    $   200,760    $   258,423
----------------------------------------------------------------------------------------------
                                               See accompanying notes to financial statements.
</Table>




                                      -30-

<PAGE>

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

                                                   NOTES TO FINANCIAL STATEMENTS


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


1. SUMMARY OF ACCOUNTING      ORGANIZATION AND BUSINESS
   POLICIES

                              Uniprop Manufactured Housing Communities Income
                              Fund, a Michigan Limited Partnership (the
                              "Partnership") acquired, maintains, operates and
                              will ultimately dispose of income producing
                              residential real properties consisting of four
                              manufactured housing communities (the
                              "properties") located in Florida, Minnesota and
                              Michigan. The Partnership was organized and formed
                              under the laws of the State of Michigan on May
                              16,1985.

                              The general partner of the Partnership is P. I.
                              Associates Limited Partnership. Taxable investors
                              acquired 20,230 Class A units, and 9,770 Class B
                              units were acquired by tax exempt investors.
                              Depreciation is allocated only to holders of Class
                              A units and to the general partner.

                              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 Value of Financial Instruments

                              The carrying amounts of the Partnership's
                              financial instruments, which consist of cash, the
                              line-of-credit and notes payable, approximate
                              their fair values.

                              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.




                                      -31-

<PAGE>


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


                                                   NOTES TO FINANCIAL STATEMENTS


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


                              Accumulated depreciation for tax purposes was
                              $17,753,179 and $17,222,420 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

                              As a result of management's present intent to
                              refinance the note payable after ten years, costs
                              to obtain the 1997 financing (see Note 2) are
                              amortized over a ten-year period.

                              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.

                              Reclassifications

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




                                      -32-

<PAGE>


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


                                                   NOTES TO FINANCIAL STATEMENTS


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


2.   OTHER ASSETS               At December 31, 2005 and 2004, "Other Assets"
                              included cash of approximately $229,000 and
                              $362,000, respectively, in an escrow account for
                              property taxes, capital improvements, and debt
                              service payments, as required by the Partnership's
                              note payable agreement, which is restricted from
                              operating use.


3.   NOTE PAYABLE             In 1997, the Partnership entered into a
                              $33,500,000 note payable agreement. The proceeds
                              of the note were used primarily to return to the
                              limited partners their original $30,000,000
                              capital contribution, to pay certain amounts to
                              the general partner as described in Note 7, and to
                              pay related financing costs. The borrowings are
                              secured by mortgages on the Partnership's
                              properties and the assignment of all current and
                              future leases and rents. The note is payable in
                              monthly installments of $251,439, including
                              interest, through March 2027. The interest rate is
                              8.24% per annum through July 2007; thereafter, the
                              interest rate will be adjusted based on the
                              provisions of the note agreement. The loan may be
                              prepaid without penalty beginning in January 2007.
                              The note agreement permits the Partnership to
                              obtain unsecured debt in the aggregate amount not
                              to exceed three percent of the original note
                              balance or $1,005,000. The Partnership was not in
                              compliance with this requirement at December 31,
                              2005, however, has subsequently obtained a written
                              waiver from the mortgage lender.

                              Future maturities on the note payable for the next
                              five years are as follows: 2006 - $450,000; 2007 -
                              $487,000; 2008 - $522,000; 2009 - $575,000; and
                              2010 - $648,000.

4.   NOTES PAYABLE -
     AFFILIATE                The Partnership has an unsecured $1,000,000
                              revolving line-of-credit with an affiliated entity
                              that expires in September 2006. Interest on
                              outstanding balances is charged at the prime rate
                              less 1/2% (6.75% at December 31, 2005). The
                              balance outstanding under this agreement was
                              $829,287 at December 31, 2005.

                              The Partnership has an unsecured note with an
                              affiliated entity that expires in January 2011
                              used for financing the purchase of manager's
                              homes. Interest on the outstanding balance is
                              charged at a fixed rate of 12%. The balance
                              outstanding under this agreement was $91,427 at
                              December 31, 2005.

                              Future maturities on the note payable for the next
                              five years are as follows: 2006 - $844,000; 2007 -
                              $16,000; 2008 - $18,000; 2009 - $20,000; and 2010
                              - $23,000.



                                      -33-

<PAGE>


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


                                                   NOTES TO FINANCIAL STATEMENTS


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


5.   NOTE PAYABLE - BANK      The Partnership currently has an unsecured
                              $1,000,000 revolving line-of-credit agreement 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; the Partnership's
                              interest rate at December 31, 2005 was 6.17%. The
                              balance outstanding under this agreement was
                              $660,000 at December 31, 2005.

                              The Partnership currently holds a term loan with a
                              bank in the original principal amount of $750,000
                              that matures in October 2010. The note is payable
                              in monthly installments of $12,500 plus interest
                              at a variable rate of 1.80% in excess of the one
                              month LIBOR rate; the Partnership's interest rate
                              at December 31, 2005 was 6.17%. This term loan was
                              undertaken for the cost of the sewer connection at
                              Old Dutch Farms. As of December 31, 2005, the
                              outstanding balance was $737,500.

                              Future maturities on the note payable for the next
                              five years are as follows: 2006 - $810,000; 2007 -
                              $150,000; 2008 - $150,000; 2009 -$150,000; and
                              2010- $138,000.

6.   OTHER LIABILITIES        Other liabilities consisted of:




                              December 31,                    2005          2004
                              --------------------------------------------------

                              Tenants' security deposits   $ 468,790   $ 512,967
                              Accrued interest               147,865     149,922
                              Other                           59,896      45,163
                              --------------------------------------------------
                              TOTAL                        $ 676,551   $ 708,052
                              --------------------------------------------------

7.   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.



                                      -34-

<PAGE>


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

                                                   NOTES TO FINANCIAL STATEMENTS


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



                              Fees and Expenses

                              During the years ended December 31, 2005, 2004 and
                              2003 the affiliate earned property management fees
                              of $407,200, $421,356, and $435,846, respectively,
                              as permitted in the Agreement of Limited
                              Partnership. These fees are included with
                              "Administrative" expenses in the respective
                              statements of operations. The Partnership owed
                              $3,800 to and was due $5,244 by the affiliate at
                              December 31, 2005 and 2004, respectively.

                              Contingent Purchase Price

                              The general partner of P.I Associates has an
                              interest in the sellers of all the properties
                              acquired by the Partnership and is entitled to
                              share in a contingent purchase price with respect
                              to each property. Each seller will become entitled
                              to any unpaid contingent purchase price upon the
                              sale, financing or other distribution of one or
                              more of the properties, but only after the receipt
                              by the limited partners of any shortfall in their
                              9% cumulative preferred return, plus the return of
                              their adjusted capital contribution.

                              Since inception of the Partnership, there has been
                              no shortfall in the 9% cumulative return and, as
                              described in Note 2, the Partnership used a
                              portion of the proceeds from the 1997 financing to
                              return the limited partners' original capital
                              contribution. In addition, $1,500,000 of the
                              proceeds from the financing transaction was used
                              to make a partial payment in 1997 on the
                              contingent purchase price. The total remaining
                              contingent purchase price will not exceed
                              $1,970,000. 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;
                              such amounts are not determinable at this time.
                              Therefore, no liability related to this remaining
                              contingency has been recorded at December 31,
                              2005.



                                      -35-


<PAGE>


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

                                                   NOTES TO FINANCIAL STATEMENTS


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


8.   RECONCILIATION OF       Year Ended
     FINANCIAL STATEMENT     December 31,         2005      2004       2003
     INCOME AND TAXABLE      --------------------------------------------------
     INCOME
                             Income (loss)
                              per the
                              financial
                              statements      $(1,028,208) $ 106,289  $ 808,163

                             Adjustments to
                              depreciation
                              for difference
                              in methods         285,896    (285,800) (507,707)


                             Adjustments for
                              prepaid rent,
                              meals and
                              entertainment       10,369      (9,426)    10,834
                             ---------------------------------------------------
                             Income (Loss)
                              Per  the
                              Partnership's
                              Tax Return      $ (731,943) $ (188,937) $ 311,290
                             ---------------------------------------------------

9.   PARTNERS' CAPITAL        Subject to the orders of priority under certain
                              specified conditions more folly described in the
                              Agreement of Limited Partnership (as amended on
                              February 6, 1997), distributions of partnership
                              funds and allocations of net income from
                              operations are principally determined as follows:

                              Distributions

                              The general partner receives a quarterly
                              Partnership Management Distribution equal to .25%
                              of the appraised value of the properties of the
                              Partnership (equal to $646,000 annually based on
                              current 2005 appraisals). Thereafter,
                              distributions are made at the discretion of the
                              general partner, and are allocated 20% to the
                              general partner as an Incentive Management
                              Interest and 80% to the limited partners.


                                      -36-

<PAGE>


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

                                                   NOTES TO FINANCIAL STATEMENTS


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


                              Allocation of Net Income (Loss)

                              Net income (loss) is to be allocated in the same
                              manner as distributions except that:

                              a) Depreciation expense is allocated only to the
                                 general partner and the Class A (taxable)
                                 limited partners and,

                              b) In all cases, the general partner is to be
                                 allocated at least 1% of all Partnership items.

10.  SUPPLEMENTAL CASH        Cash paid for interest totaled approximately
     FLOW INFORMATION         $2,842,000, $2,631,000, and $2,654,000, in 2005,
                              2004 and 2003, respectively.

11.  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, 2003 through
                              December 31, 2005:

<TABLE>
<CAPTION>

                                                           Three Months Ended
                    -------------------------------------------------------------------------------------
                    2005                       March 31,        June 30,    September 30,    December 31,
                    -------------------------------------------------------------------------------------
                    <S>                        <C>             <C>         <C>               <C>
                    REVENUES                    $  2,436       $ 2,721     $ 2,272            $  2,830
                    -------------------------------------------------------------------------------------
                    NET INCOME (LOSS)           $    (58)      $    10     $   (98)           $   (882)
                    -------------------------------------------------------------------------------------
                    INCOME (LOSS) PER LIMITED
                    PARTNERSHIP UNIT
                         Class A                $     (5)      $    (3)    $    (6)           $    (27)
                         Class B                $      5       $     7     $     4            $    (15)
                    -------------------------------------------------------------------------------------
</Table>



                                      -37-

<PAGE>


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

                                                   NOTES TO FINANCIAL STATEMENTS


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


<TABLE>
<CAPTION>

                                                                Three Months Ended

                    2004                         March 31,     June 30,      September 30,   December 31,
---------------------------------------------------------------------------------------------------------
                    <S>                          <C>          <C>            <C>             <C>
                    REVENUES                     $ 2,358     $  2,917        $ 2,512          $ 2,644
---------------------------------------------------------------------------------------------------------
                    NET INCOME (LOSS)            $    36     $    106        $   (46)         $    10
---------------------------------------------------------------------------------------------------------
                    INCOME (LOSS) PER LIMITED
                     PARTNERSHIP UNIT
                       Class A                   $   (2)     $     -         $    (4)         $    (3)
                       Class B                   $    7      $     9         $     5          $     7
---------------------------------------------------------------------------------------------------------
</Table>

12.  MATERIAL FOURTH
     QUARTER                  During 2005, the Partnership made adjustments
     ADJUSTMENTS              which are material to the fourth quarter results.
                              These adjustments included writedowns to fair
                              value of manufactured homes totaling approximately
                              $209,000 due to changing market conditions,
                              amortization of financing costs totaling
                              approximately $248,000 relating to a refinancing
                              that fell through in the fourth quarter, and
                              write-off of property and equipment totaling
                              approximately $264,000, due to disposal of a sewer
                              plant.


13.  CONTINGENCIES            On March 4, 2005, a group of current residents
                              filed a class action lawsuit in the Circuit Court
                              of Oakland County against the Partnership and the
                              general partner of the Partnership claiming that
                              the Old Dutch Farms community did not honor its
                              obligations with respect to operating various
                              aspects of the community. The class action status
                              of the Plaintiffs was denied by the Court. A
                              number of residents did choose to pursue their
                              claims individually. The Partnership is in the
                              process of negotiating a settlement with the
                              individual resident group and does not expect this
                              matter to have a material adverse effect on the
                              Partnership's financial statements.


                                      -38-
<PAGE>


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


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


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

<Table>
<Caption>

  Column A        Column B                    Column C                    Column D
-----------------------------------------------------------------------------------------------------
                                                                                             Costs
                                                                                       Capitalized
                                                                                     Subsequent to
                                                 Initial Cost                          Acquisition
                                          ----------------------------             ------------------
                                                        Buildings and                Buildings and
Description            Encumbrance        Land           Improvements      Land       Improvements
-----------------------------------------------------------------------------------------------------
<S>                    <C>             <C>              <C>               <C>         <C>
Aztec Estates
(Margate, FL)          $ 11,639,367    $ 2,199,868      $    8,799,475    $            $ 2,036,715

Kings Manor
(Ft. Lauderdale,
 FL)                      5,873,220        847,923           3,391,694                     623,217

Park of the Four
 Seasons
 (Blaine, MN)             7,984,579      1,508,121           6,032,483                   1,051,729

Old Dutch Farms
 (Novi, MI)               5,265,600        724,088           2,896,348                   1,678,045
-----------------------------------------------------------------------------------------------------
                       $ 30,762,766    $ 5,280,000         $21,120,000    $            $ 5,389,706
</Table>


<TABLE>





                                  Column E                         Column F         Column G         Column H
--------------------------------------------------------------------------------------------------------------------
                        Gross Amount at Which Carried                                                  Life on Which
                             at Close of Period                                                      Depreciation in
                 ------------------------------------------                                            Latest Income
                               Buildings and                       Accumulated           Date           Statement is
Description        Land         Improvements     Total             Depreciation      Acquired               Computed
--------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>             <C>                 <C>               <C>             <C>
Aztec Estates
(Margate, FL)    $ 2,199,868   $ 10,836,190    $ 13,036,058        $ 6,241,864          1986             30 years

Kings Manor
(Ft. Lauderdale,
 FL                  847,923      4,014,911       4,862,834          2,436,160          1986             30 years

Park of the Four
 Seasons
 (Blaine, MN)      1,508,121      7,084,212       8,592,333          4,312,769          1986             30 years

Old Dutch Farms
 (Novi, MI)          724,088      4,574,393       5,298,481          2,302,228          1986             30 years
--------------------------------------------------------------------------------------------------------------------
                 $ 5,280,000   $ 26,509,706    $ 31,789,706       $ 15,293,021
--------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -39-

<PAGE>


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

                                                           NOTES TO SCHEDULE III
                                                               DECEMBER 31, 2005


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


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

<TABLE>
<CAPTION>

                                                                   2005             2004           2003
                             --------------------------------------------------------------------------
                             <S>                           <C>              <C>            <C>
                             BALANCE, at January 1         $ 25,898,324     $ 25,554,395   $ 25,384,146
                             Additions to buildings and       1,034,512          343,929        170,249
                              improvements
                             Cost of assets disposed           (423,130)              _               _
                             --------------------------------------------------------------------------
                             BALANCE, at December 31       $ 26,509,706     $ 25,898,324   $ 25,554,395
                             --------------------------------------------------------------------------

</TABLE>


2.   RECONCILIATION OF      There were no additions to land during this
     ACCUMULATED            three-year period. The following table reconciles
     DEPRECIATION           the accumulated depreciation from January 1, 2003 to
                            December 31, 2005:






<Table>
<Caption>
                                                                              2005               2004            2003
                             -----------------------------------------------------------------------------------------
                             <S>                                       <C>               <C>              <C>
                             BALANCE, at January 1                     $ 14,533,398      $ 13,681,094     $ 12,846,019
                             Current year depreciation expense              918,749           852,304          835,075
                             Accumulated depreciation on disposed          (159,126)                _                _
                              assets
                             -----------------------------------------------------------------------------------------
                             BALANCE, at December 31                   $ 15,293,021       $ 14,533,398    $ 13,681,094
                             -----------------------------------------------------------------------------------------
</TABLE>

3.   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.



                                      -40-
<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, 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, a Michigan Limited Partnership

                                   BY:      P.I. Associates Limited Partnership,
                                            General Partner


                                   BY:     GP P.I. Associates Corp.,
                                           General Partner



                                           BY: /s/ Paul M. Zlotoff
                                               -------------------------------
Dated: March 18, 2006                          Paul M. Zlotoff, President

         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.



By: /s/ Joel Schwartz                       By: /s/ Paul M. Zlotoff
   -------------------------------             --------------------------------
      Joel Schwartz                             Paul M. Zlotoff
    (Principal Financial Officer)               (Principal Executive Officer,
                                                President & Director of
                                                GP P.I. Associates Corp.)



By: /s/ Susann E. Szepytowski
    -----------------------------
    Susann E. Szepytowski
    (Chief Accounting Officer)

Dated: March 24, 2006


                                      -41-
<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>

           DESCRIPTION                                                   METHOD OF FILING
           -----------                                                   ----------------
<S>        <C>                                                           <C>
3(a)       Amended Certificate of                                        Incorporated by reference to
           Limited Partnership for the                                   the S-11 Registration
           Partnership                                                   Statement of the Partnership
                                                                         filed June 4, 1985, as amended
                                                                         on August 1, 1985 and September 11,
                                                                         1985 ("Registration Statement").

3(b)       Agreement of Limited Partnership                              Incorporated by reference to
           for the Partnership                                           The Registration Statement.

3(c)       Certificate of Amendment to                                   Incorporated by reference to
           the Certificate of Limited                                    Form 10-K for fiscal year
           Partnership for the Partnership                               ended December 31, 1992.
           (originally filed with Form 10-Q for
            the fiscal Quarter ended June 30, 1986).

3(d)       First Amendment to Agreement                                  Incorporated by reference to
           of Limited Partnership                                        Form 10-K for the fiscal year
                                                                         ended December 31, 1996.

3(e)       Second Amendment to Agreement                                 Incorporated by reference to
           of Limited Partnership                                        Form 10-K for the fiscal year
                                                                         ended December 31, 1996.

4          Form of Certificate of Limited                                Incorporated by reference to Form 10-K for
           Partnership Interest in the Partnership                       fiscal year ended December 1997.
           (originally filed with Form 10-K for
           the fiscal year ended December 31, 1986).

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


                                      -42-
<PAGE>

<TABLE>
<S>        <C>                                                           <C>
10(b)      Second Amended Consulting                                     Filed herewith
           Agreement between the
           Partnership, the General
           Partner and Consultant

10(c)      Contingent Purchase Price                                     Incorporated by reference to Form
           Agreement between the                                         10-K for fiscal year ended
           Partnership, Aztec Estates,                                   December 1997.
           Ltd., and Kings Manor
           Associates (originally filed
           with Form 10-K for the fiscal
           year ended December 31, 1987)

10(d)      Contingent Purchase Price                                     Incorporated by reference to Form
           Agreement between the                                         10-K for fiscal year ended
           Partnership and O.D.F.                                        December 1997.
           Mobile Home Park (originally filed
           with Form 10-K for the fiscal year
           ended December 31, 1987

10(e)      Contingent Purchase Price                                     Incorporated by reference to Form
           Agreement between the                                         10-K for fiscal year ended
           Partnership and The Park of                                   December 1997.
           the Four Seasons (originally
           filed with Form 10-K for the
           fiscal year ended December
           31, 1987)

10(f)      Refinancing loan Agreement between                            Incorporated by reference to Form
           the Partnership and Nomura Asset                              10-K for fiscal year ended
           Capital Corporation March 24, 1997                            December 1997

10(g)      Line of Credit Loan Agreement between                         Incorporated by reference to Form
           the Partnership and National City Bank of                     10-K for fiscal year ended
           Michigan/Illinois dated                                       December 1997
           August 24, 1994


10(h)      Line of Credit Loan between the                               Incorporated by reference to Form
           Partnership and Uniprop                                       10-K for fiscal year ended
           Homes dated August 8,                                         December 2004
           2004

10(i)      Term Loan between the                                         Filed herewith
</TABLE>


                                      -43-
<PAGE>

<TABLE>
<S>        <C>                                                           <C>
           Partnership and National
           City Bank of the Midwest
           dated October 19, 2005

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

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

31.2       Certificate of Principal Financial                            Filed herewith.
           Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002

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

*32.2      Certification Pursuant to Section 906                         Filed herewith.
           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.


                                      -44-