Microsoft Word 11.0.5604;      STARLIGHT PLACE, LP

                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2004



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                               STARLIGHT PLACE, LP



                                TABLE OF CONTENTS




                                                                           PAGE
                                                                           ----
Independent auditor's report                                                 1


Financial statements:

            Balance sheet                                                    2

            Notes to financial statements                                  3 - 5
























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                                      HA&W
               Certifield Public Accountants and Business Advisors

                          INDEPENDENT AUDITORS' REPORT


To the Partners of
STARLIGHT PLACE, LP

We have audited the  accompanying  balance sheets of STARLIGHT  PLACE,  LP as of
December  31,  2004.  This  financial  statement  is the  responsibility  of the
Partnership's  management.  Our  responsibility is to express an opinion on this
financial statement based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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 STARLIGHT  PLACE,  LP as of
December 31, 2004 in conformity with accounting principles generally accepted in
the United States of America.

/s/Habif, Arogeti & Wynne, LLP

Atlanta, Georgia

April 26, 2005







                          Habif, Arogeti & Wynne, LLP
 Glenridge Highland Two* 5565 Glenridge Connector * Suit Atlanta, Georgia 30342
                404.892.9651 * Fax 404.876.3913 * WWW.hawcpa.com


An Independent Member of Baker Tilly International* Certified Public Accountants

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                               STARLIGHT PLACE, LP
                                  BALANCE SHEET
                                DECEMBER 31, 2004




                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
<S>                                                                         <C>
Land                                                                         $       248,710
Construction-in-progress                                                           2,611,444
Cash                                                                                   3,065
                                                                                ------------

                                                                             $     2,863,219
                                                                                ============
                        LIABILITIES AND PARTNERS' EQUITY
                        --------------------------------

Liabilities
-----------
Construction loan payment                                                    $       261,437
Accrued developer fees                                                               117,320
                                                                                ------------
                                                                                     378,757
                                                                                ------------
Partner's Equity                                                                   2,484,462
----------------                                                                ------------
                                                                             $     2,863,219
                                                                                ============
</TABLE>



                   See auditor's report and accompanying notes

                                       -2-

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                               STARLIGHT PLACE, LP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

Note A
Summary of  Significant  Accounting  Policies
----------------------------------------------
Starlight  Place, LP [the Partnership] was organized under a limited partnership
under the laws of the state of Georgia. The  Partnership  agreement  was amended
and restated on  August  31,  2004.  The  Partnership  was  formed  to  develop,
construct, own, maintain and operate a 52-unit low and moderate income apartment
complex  known  as  Starlight Place, LP (the  project),  located   in  Americus,
Georgia. The project is expected to be completed in 2005.

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

a.   Basis of  Accounting:
     ---------------------
     The  financial statements of the Partnership are prepared  on  the  accrual
     basis of accounting and in accordance with  generally  accepted  accounting
     principles.

b.   Tenant Rent Receivables:
     ------------------------
     Management  considers  tenant  rent  receivables to  be fully  collectible;
     accordingly, no allowance for doubtful accounts is required.  Uncollectible
     rent receivables are changed to operations upon  management's determination
     that collection of the receivable is unlikely.

c.   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 assets and liabilities and
     disclosure of  contingent  assets  and  liabilities  at  the  date  of  the
     financial the statements and  reported  amounts  of  revenues and  expenses
     during the  reporting  period.  Actual  results  could  differ  from  those
     estimates.

d.   Organization Costs:
     -------------------
     Organization costs are expensed as incurred.

e.   Rental Income:
     --------------
     Rental income is recognized from apartment rentals  as  they accrue. Rental
     payments received in advance are deferred  until earned. All leases between
     the Partnership and the tenants of the property are operating leases.

f.   Income Taxes:
     -------------
     Profit or loss  of  the  Partnership  is  allocated  0.01% to  the  general
     partners and 99.99%  to  the  investor  limited  partners.  No  income  tax
     provision has been included in the financial  statements  since  profit  or
     loss of the Partnership is required to be reported by the partners on their
     respective income tax returns.

                                        3
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                               STARLIGHT PLACE, LP
                          NOTED TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

Note A
Summary of Significant Accounting Policies (Continued)
------------------------------------------------------
g.   Capitalization:
     ---------------
     Property is stated at cost, which includes the purchase price  of  the land
     construction costs, as well  as  certain  indirect  costs  related  to  the
     acquisition and construction. Costs are allocated to project  components by
     the specific identification method. Interest, property  taxes, and property
     insurance are capitalized while construction is in progress.

     Once the Project is completed and in service, depreciation will be provided
     using the straight-line method over  the  estimated  useful  lives  of  the
     assets, which are as follows:

                           Buildings                                    40 years
                           Land improvements                            15 years
                           Furniture and Fixtures                        5 years

Note B
Concentration of Credit Risk
----------------------------
The Partnership maintains  cash  deposits in depository institutions. The amount
of accounting loss due to  credit  risk  the  Partnership  would  incur  if  the
financial depository institution  failed would be the cash deposits in excess of
the $100,000  amount per depositor that is federally insured.

Note C
Construction Loan Payable:
--------------------------
The Partnership secured a construction loan of $375,000  from the Lewiston State
Bank (Bonneville  Mortgage  Company) for the purpose of funding the construction
costs of the Project.  The loan  accrues interest  at 7.57% per annum until  the
conversion date, which is to be no later than May 1, 2006. If  the  construction
loan is converted, the permanent loan will mature  360 months from the first day
of the month following the conversion date and  the interest rate  will be 7.57%
computed on the basis of a 360-day year. The note is collateralized by a deed to
secure debt on the rental property.

The  obligation  arising from the Loan  Agreement has been secure 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.

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  begins  when  the  construction  loan  is  converted  to a
permanent loan.
                                      -4-

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Note D
Commitments and Contingencies:
------------------------------
The Partnership has entered  into  a  contract  with  a  general  contractor  to
construct the apartment complex in the amount  of $3,727,300. As of December 31,
2004, the Partnership has made payments totaling $2,250,452 under this contract.

Note E
Development Fees:
-----------------
The developer, an affiliate of the general  partner  of  the  Partnership,  will
receive a developer's fee of $586,600 for it's  service  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, 2004, $117,320  of  the
fee has been  earned under the terms of the agreement and capitalized as part of
building costs.

Note F
Low-Income Housing Tax Credits:
-------------------------------
The Partnership  applied for and received a  carryover allocation  of low-income
housing tax credits for the Project of $4,403,380 from the Georgia Department of
Community Affairs to be claimed over a 10-year  period, which  will  begin  upon
initial occupancy of the units by eligible tenants.  The annual credit amount is
contingent  upon  a  final  cost  certification   and  complying  with   certain
requirements regarding  tenant  eligibility, rent charges and operating methods.

The  Partnership  agreement has a special  provision  that will apply should the
Project fail to qualify for all or a portion of the credit allocation or fail to
comply with eligibility requirements during the 15-year compliance period.

                                      -5-
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