FINANCIAL STATEMENTS AND


INDEPENDENT AUDITOR'S REPORT




STARLIGHT PLACE, LP




DECEMBER 31, 2007


















STARLIGHT PLACE, LP




TABLE OF CONTENTS





PAGEINDEPENDENT AUDITOR'S REPORT
3FINANCIAL STATEMENTS:BALANCE SHEET
4STATEMENT OF OPERATIONS
6STATEMENT OF CHANGES IN PARTNERS' CAPITAL
7STATEMENT OF CASH FLOWS
8NOTES TO FINANCIAL STATEMENTS
9




2





PAILET, MEUNIERand LeBLANC, L.L.P.


Certified Public Accountants


Management Consultants








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







To the Partners


Starlight Place, LP






We have audited the accompanying balance sheet of Starlight Place, LP, as of December 31, 2007 and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.




We conducted our audit in accordance with the Standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it 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 audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.




In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Starlight Place, LP as of December 31, 2007 and the results of its operations, changes in partners' capital and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.










/s/ PAILET, MEUNIER and LeBLANC, L.L.P.
 Metairie, Louisiana


May 16, 2011








3421 N. Causeway Blvd., Suite 701 ● Metairie, LA 70002 ● Telephone (504) 837-0770 ● Fax (504) 837-7102
 201 St. Charles Ave., Ste. 2500 ● New Orleans, LA 70170 ● Telephone (504) 599-5905 ● Fax (504) 837-7102
 www. pmlcpa.com
 Member of
 Member Firms in Principal Cities ● PCAOB - Public Company Accounting Oversight Board
 AICPA: Center for Public Company Audit Firms (SEC)● Governmantal Audit Quality Center ● Private Companies Practice Section (PCPS)


3





STARLIGHT PLACE, LP




BALANCE SHEET




DECEMBER 31, 2007






ASSETS




Current AssetsCash

$
61,054Accounts receivable


156Accounts receivable - property tax refund


34,763Prepaid expenses


4,953Total Current Assets


100,926Restricted Reserves and EscrowsTax escrow


27,217Tenant security deposits


8,350Replacement reserve


33,640Operating deficit reserve


5,748Total Restricted Reserves and Escrows


74,955Property and EquipmentLand


248,710Land improvements


663,095Building


3,687,417Furniture and equipment


83,1514,682,373Less: Accumulated depreciation


(378,883
)Property and equipment, net


4,303,490Other AssetsMonitoring fee, net of accumulated amortization


6,500Total other assets


6,500Total assets

$
4,485,871








See auditors' report and accompanying notes




4





STARLIGHT PLACE, LP




BALANCE SHEET




DECEMBER 31, 2007






LIABILITIES AND PARTNERS' CAPITAL





Current liabilitiesAccounts payable

$
255Accrued real estate taxes


28,067Prepaid rents


112Current portion mortgage payable


1,713Tenant security deposits


8,350Total current liabilities


38,497Other liabilitiesAccrued developer fee


51,869Mortgage payable, net of current portion


370,567Total liabilities


422,436Partners' equity


4,024,938Total Liabilities and Partners' Capital

$
4,485,871









See auditors' report and accompanying notes




5





STARLIGHT PLACE, LP




STATEMENT OF OPERATIONS




DECEMBER 31, 2007






Income from rental operationsRental income

$
230,323Interest credit subsidy


8,523Tenant charges


4,850Interest income


4Total Revenue


243,700Operating expensesMaintenance and operating


30,926Utilities


8,465Administrative


59,226Taxes and insurance


24,270Investor service fee


2,500Interest


27,599Depreciation


153,021Amortization


520Total Operating Expenses


306,527Net loss

$
(62,827
)








See auditors' report and accompanying notes





6





STARLIGHT PLACE, LP




STATEMENT OF CHANGES IN PARTNERS' CAPITAL




DECEMBER 31, 2007







General

Partner


Limited

Partners


TotalBalance - January 1, 2007

$
(12
)

$
4,087,777


$
4,087,765Net Loss


(3
)


(62,824
)


(62,827
)Balance - December 31, 2007

$
(15
)

$
4,024,953


$
4,024,938






See auditors' report and accompanying notes




7





STARLIGHT PLACE, LP




STATEMENT OF CASH FLOWS




DECEMBER 31, 2007








Cash flows from operating activities:Net Loss

$
(62,827
)Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


153,541(Increase) decrease in accounts receivable


326(Increase) decrease in accounts receivable - property tax refund


(34,763
)(Increase) decrease in prepaid expenses


(991
)Increase (decrease) in accounts payable


(208
)Increase (decrease) in security deposits payable


400Increase (decrease) in accrued property taxes


17,158Increase (decrease) in prepaid rent


42Total adjustments


135,505Net cash provided (used) by operating activities


72,678Cash flows from investing activities:(Deposit) withdrawal tax and insurance escrow


(15,597
)(Deposit) withdrawal replacement reserve


(20,537
)(Deposit) withdrawal operating deficit reserve


(2,143
)(Deposit) withdrawal security deposit account


(400
)Net cash provided (used) by investing activities


(38,677
)Cash flows from financing activities:Principal payments on mortgage


(1,598
)Payment to developer


(1,131
)Net cash provided (used) by financing activities


(2,729
)Net increase (decrease) in cash and equivalents


31,272Cash and equivalents, beginning of year


29,782Cash and equivalents, end of year

$
61,054Supplemental disclosures of cash flow information:Cash paid during the year for:Interest Expense

$
27,599







See auditors' report and accompanying notes




8








STARLIGHT PLACE, LP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2007





NOTE A - NATURE OF OPERATIONS





Starlight Place, LP (the "Partnership") was formed in 2005 under the laws of the State of Georgia for the purpose of constructing and operating a 52-unit apartment community, known as Starlight Place, and located in Americus, Georgia.







NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The following significant accounting policies have been followed in the preparation of the financial statements:





Basis of accounting





The Partnership prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America.





Revenue Income





Rental income is recognized as rentals become due. Rental payments received in advance are deferred until earned. All leases between the Partnership and tenants of the property are operating leases.





Property and Equipment





Property and equipment are recorded at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations using the straight-line method over their estimated service lives of 40 years for real property, 5 years for personal property, and 15 years for land improvements. Depreciation expense for the year ended December 31, 2007 was $153,021.





Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in income.





Intangible assets





Monitoring fees have been recorded at cost. Amortization has been provided for using the straight-line method over 15 years. Amortization expense for the year ended December 31, 2007 was $520. As of December 31, 2007, accumulated amortization was $1,300.




9





STARLIGHT PLACE, LP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2007





NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.





Income Taxes





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








NOTE C - TENANT SECURITY DEPOSITS





Security deposits collected from tenants are held in a separate bank account. The account's status at December 31, 2007, is:




Tenant security deposit cash account

$
8,350Tenant security deposits payable balance


(8,350
)Total

$
-





NOTE D - REPLACEMENT RESERVE





In accordance with the provisions of the mortgage agreement, restricted cash is held by Capstone Realty Advisors, to be used for replacement of property as follows:




Beginning balance

$
13,103Add: Deposits


20,537Less: Reserve releases


-Ending balance, as confirmed by bank

$
33,640




10





STARLIGHT PLACE, LP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2007





NOTE E - REQUIRED RESERVES





In accordance with the provisions of the mortgage agreement, certain reserves are required to be established to be used for budgeted expense items and loan payments as follows:




Operating deficit reserve

$
5,748Total

$
5,748





NOTE F - MORTGAGE PAYABLE





The mortgage was payable to Lewiston State Bank (care of Bonneville Mortgage Company) and was transferred to Capstone Realty Advisors in December 2007. The mortgage is secured by a deed of trust on the rental property. The note bears interest at the rate of 7.57% per annum. Principal and interest are payable by the Partnership in monthly installments of $2,487 through April 1, 2034.





The obligation arising from the Loan Agreement has been secured through a Loan Note Guarantee (the USDA Guarantee) under the Section 538 Guaranteed Rural Rental Housing Program pursuant to which the USDA will guarantee 90% of the losses realized under the Promissory Note.





Under an interest credit and rental assistance agreement with Rural Development, an interest credit is provided, thus reducing the interest rate approximately 3% annually. The interest credit is treated as additional income with interest expense being recorded at the note rate. An annual application as required by Rural Development must be submitted in order to be eligible for the interest credit. Eligibility began when the construction loan converted to a permanent loan on April 1, 2006.





Aggregate annual maturities for the mortgage payable over each of the next five years are as follows:




December 31, 2008

$
1,7132009


1,8472010


1,9922011


2,1482012


2,316and thereafter


362,264Total

$
372,280




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STARLIGHT PLACE, LP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2007





NOTE G - CONSTRUCTION LOAN PAYABLE





The Partnership secured a construction loan of $375,000 from the Lewiston State Bank (care of Bonneville Mortgage Company) for the purpose of funding the construction costs of the Project. The loan accrued interest at 7.57% per annum until the conversion date, April 1, 2006. When the construction loan was converted to a permanent loan, the interest rate became 7.57% computed on the basis of a 360-day year. The note is collateralized by a deed to secure debt on rental property.





The obligation arising from the Loan Agreement has been secured through a Loan Note Guarantee (the USDA Guarantee) under the Section 538 Guaranteed Rural Rental Housing Program pursuant to which the USDA will guarantee 90% of the losses realized under the Construction Note.




NOTE H- PARTNERSHIP PROFITS, LOSSES AND DISTRIBUTIONS





Profits and losses from operations are allocated 99.97% to the limited partner, 0.01% to the Georgia limited partner, 0.01% to the special limited partner, 0.005% to the non-profit limited partner, and 0.005% to the general partner. Any and all Georgia tax credits shall be allocated to the Georgia limited partner. Cash flow shall be paid out in the following order and priority:





First, to pay the deferred management fee, if any;




Second, to pay the current asset management fee that was not paid monthly and then to pay any accrued asset management fees that have not been paid in full from previous years;




Third, to pay the principal and then interest on the development fee;




Fourth, to pay operating loans, if any, limited to 100% of the net operating income remaining after reduction for the payments made first to third;




Fifth, to pay the incentive management fee; Six, to pay the tax credit compliance fee; and,




Seventh, the balance, 29.98% to the limited partner, 0.01% to the Georgia limited partner, 0.01% to the special limited partner, 0.005% to the non-profit partner, and 69.995% to the general partner.





NOTE I - CONCENTRATION OF CREDIT RISK





The Partnership maintains its cash in financial institutions insured by the Federal Deposit Insurance Corporation (FDIC). Deposit accounts, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.




12





STARLIGHT PLACE, LP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2007





NOTE J - MANAGEMENT FEES





The Partnership is managed by Boyd Management, Inc., pursuant to an agreement effective June 29, 2005. During the year ended December 31, 2007, Boyd Management, Inc. earned management fees of $20,493.




NOTE K - COMMITMENTS AND CONTINGENCIES





Interest Credit and Rental Assistance Agreement





Under an agreement with RD, mortgage subsidy is provided that reduces the effective interest rate on the mortgage to approximately 3% over the life of the loan agreement. RD may terminate the agreement if it determines that no subsidy is necessary or if the Partnership is determined to be in violation of the loan agreement or RD rules or regulations.





Housing Tax Credits





As incentive for investment equity, the Partnership applied for and received an allocation certificate for housing tax credits established by the Tax Reform Act of 1986. To qualify for the tax credits, the Partnership must meet certain requirements, including attaining a qualified basis sufficient to support the credit allocation. In addition, tenant eligibility and rental charges are restricted in accordance with Internal Revenue Code Section 42. Management has certified that each tax credit unit has met these qualifications to allow the credits allocated to each unit to be claimed.





Compliance with these regulations must be maintained in each of the fifteen consecutive years of the compliance period. Failure to maintain compliance with occupant eligibility, unit gross rent, or to correct noncompliance within a reasonable time period could result in recapture of previously claimed tax credits plus interest.




NOTE L - DEVELOPER FEES





The developer, an affiliate of the general partner of the Partnership, will receive a developer's fee of $586,600 for its services during the development and construction of the Project. The fee is to be paid in installments as defined in the development agreement. As of December 31, 2007, $51,869 of the fee remains payable.




NOTE M - PROPERTY TAX APPEAL





The Partnership filed an appeal with the Sumpter County Board of Tax Assessors on taxable appraised value of the property. As of December 31, 2007, a settlement has been reached and the refund is expected to be $23,889 from Sumpter County Tax Commissioner and $10,874 from the City of Americus.