<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the Quarter Ended March 31, 2007                 Commission File No. 0-15940

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

<TABLE>
<S>                                                       <C>
            MICHIGAN                                            38-2593067
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)
</TABLE>

                  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:
             $1,000 per unit, units of limited partnership interest

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-Q or any amendment to this
Form 10-Q [ ]

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

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

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

<PAGE>

             UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I  FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS

            Balance Sheets
            March 31, 2007 (Unaudited) and
            December 31, 2006                                                 3

            Statements of Operations
            Three months ended March 31, 2007
            and 2006 (Unaudited)                                              4

            Statement of Partners' Equity (Deficit)
            Three months ended March 31, 2007 (Unaudited)                     4

            Statements of Cash Flows
            Three months ended March 31, 2007
            and 2006 (Unaudited)                                              5

            Notes to Financial Statements
            March 31, 2007 (Unaudited)                                        6

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS
            OF OPERATIONS                                                     8

   ITEM 3.  QUANTITATIVE AND QUALITATIVE
            DISCLOSURES ABOUT MARKET RISK                                    12

   ITEM 4.  CONTROLS AND PROCEDURES                                          13

PART II OTHER INFORMATION

   ITEM 1.  LEGAL PROCEEDINGS                                                13

   ITEM 1A. RISK FACTORS                                                     13

   ITEM 6.  EXHIBITS                                                         17

</TABLE>
<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                      MARCH 31, 2007   DECEMBER 31, 2006
                                      --------------   -----------------
                                       (UNAUDITED)
<S>                                   <C>              <C>
ASSETS
Properties:
   Land                                $  5,280,000      $  5,280,000
   Buildings And Improvements            27,340,796        27,318,020
   Furniture And Fixtures                   259,800           254,619
                                       ------------      ------------
                                         32,880,596        32,852,639
   Less Accumulated Depreciation        (16,574,464)      (16,333,071)
                                       ------------      ------------
                                         16,306,132        16,519,568
Cash And Cash Equivalents                   508,332           657,371
Cash - Security Escrow                       95,000           245,158
Unamortized Finance Costs                   970,860         1,043,013
Manufactured Homes and Improvements          30,000            30,000
Other Assets                                963,613           938,100
                                       ------------      ------------
Total Assets                           $ 18,873,937      $ 19,433,210
                                       ------------      ------------
</TABLE>

<TABLE>
<CAPTION>
                                      MARCH 31, 2007   DECEMBER 31, 2006
                                      --------------   -----------------
                                        (UNAUDITED)
<S>                                   <C>              <C>
LIABILITIES AND PARTNERS' DEFICIT
Note Payable-Bank                      $    550,000      $    587,500
Accounts Payable                            339,379           395,587
Other Liabilities                           737,452           554,984
Mortgage Payable                         34,969,325        34,468,750
                                       ------------      ------------
Total Liabilities                      $ 36,596,156      $ 36,006,821
Partners' Equity (Deficit) :
   General Partner                       (6,855,817)       (6,500,396)
   Class A Limited Partners             (12,188,882)      (11,572,339)
   Class B Limited Partners               1,322,480         1,499,124
                                       ------------      ------------
Total Partners' Deficit                 (17,722,219)      (16,573,611)
                                       ------------      ------------
Total Liabilities And
   Partners' Deficit                   $ 18,873,937      $ 19,433,210
                                       ------------      ------------
</TABLE>

                        See Notes to Financial Statements


                                        3

<PAGE>

               UNIPROP MANUFACTURED HOUSING COMMUNITES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                             --------------------------------
                                                              MARCH 31, 2007   MARCH 31, 2006
                                                             ---------------   --------------
                                                               (Unaudited)       (Unaudited)
<S>                                                          <C>               <C>
Income:
   Rental Income                                               $1,284,233        $1,835,396
   Home Sale Income                                                     0           954,654
   Other                                                          186,243           407,960
                                                               ----------        ----------
Total Income                                                   $1,470,476        $3,198,010
                                                               ----------        ----------
Operating Expenses:
   Administrative Expenses
   (Including  $73,181 and $107,343 in Property Management
   Fees Paid to An Affiliate for the Three Month Period
   Ended March 31, 2007 and 2006, Respectively)                   439,674           665,465
   Property Taxes                                                 272,157           251,793
   Utilities                                                      138,795           161,649
   Property Operations                                            551,641           290,294
   Depreciation                                                   241,392           231,937
   Interest                                                       818,300           696,630
   Home Sale Expense                                                    0         1,004,456
                                                               ----------        ----------
Total Operating Expenses                                       $2,461,959        $3,302,224
                                                               ----------        ----------
Net Loss                                                        ($991,483)        ($104,214)
                                                               ----------        ----------
Income (Loss) Per Limited Partnership Unit:
   Class A                                                        ($30.48)           ($6.04)
   Class B                                                        ($18.08)       $     3.98
Distribution Per Limited Partnership Unit
   Class A                                                     $     0.00        $     0.00
   Class B                                                     $     0.00        $     0.00
Weighted Average Number Of Limited
   Partnership Units Outstanding
      Class A                                                      20,230            20,230
      Class B                                                       9,770             9,770
</TABLE>

STATEMENT OF PARTNER'S EQUITY (DEFICIT) (UNAUDITED)

<TABLE>
<CAPTION>
                                                         General      Class A      Class B
                                            Total        Partner      Limited      Limited
                                         -----------   ----------   -----------   ---------
<S>                                      <C>           <C>          <C>           <C>
Beginning Balance of December 31, 2006   (16,573,611)  (6,500,396)  (11,572,339)  1,499,124
Net Loss                                    (991,483)    (198,296)     (616,543)   (176,644)
Distributions                               (157,125)    (157,125)            0           0
                                         -----------   ----------   -----------   ---------
BALANCE AS OF MARCH 31, 2007             (17,722,219)  (6,855,817)  (12,188,882)  1,322,480
</TABLE>

                        See Notes to Financial Statements


                                        4

<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                -------------------------------
                                                MARCH 31, 2007   MARCH 31, 2006
                                                --------------   --------------
<S>                                             <C>              <C>
Cash Flows From Operating Activities:
   Net Loss                                       ($991,483)       ($104,214)
                                                  ---------        ---------
Adjustments To Reconcile Net Loss
   To Net Cash Provided By
      Operating Activities:
      Depreciation                                  241,392          231,937
      Amortization                                   72,153           21,500
      Decrease in Security Deposit Escrow           150,158                0
      Decrease in Homes and Home Improvements             0          204,130
      Increase In Other Assets                      (25,513)        (365,619)
      Decrease In Accounts Payable                  (56,208)        (232,817)
      Increase In Other Liabilities                 182,468          285,057
                                                  ---------        ---------
Total Adjustments:                                  564,450          144,188
                                                  ---------        ---------
   Net Cash (Used In) Provided By
      Operating Activities                         (427,033)          39,974
                                                  ---------        ---------
Cash Flows Used In Investing  Activities:
         Capital Expenditures                       (27,956)         (68,045)
                                                  ---------        ---------
Cash Flows From Financing Activities:
         Net Payments on Line of Credit             (37,500)         (37,500)
         Distributions To Partners                 (157,125)        (100,000)
         Payments on Note Payable - Affiliate             0          (75,358)
         Proceeds on Mortgage Payable               500,575                0
         Payments on Mortgage Payable                     0         (121,265)
                                                  ---------        ---------
Net Cash Provided by (Used In)                      305,950         (334,123)
                                                  ---------        ---------
Financing Activities
   Decrease In Cash and Equivalents                (149,039)        (362,194)
Cash and Equivalents, Beginning                     657,371          554,668
                                                  ---------        ---------
Cash and Equivalents, Ending                      $ 508,332        $ 192,474
                                                  ---------        ---------
</TABLE>

                        See Notes to Financial Statements


                                        5
<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2007 (Unaudited)

1.   BASIS OF PRESENTATION:

The accompanying unaudited 2007 financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The balance sheet at December 31, 2006 has been derived from the
audited financial statements at that date. Operating results for the three
months ended March 31, 2007 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2007, or for any other interim
period. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Partnership's Form 10-K for the year ended
December 31, 2006.

2.   RECENT ACCOUNTING PRONOUNCEMENTS:

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 is effective for
fiscal years beginning after December 15, 2006. This interpretation clarifies
the accounting for uncertainty in income taxes recognized in accordance with
SFAS 109, "Accounting for Income Taxes" and prescribes a recognition threshold
and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on various related matters such as
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The Partnership is a tax-free entity, and
was therefore not impacted by FIN 48.

In September 2006, the Securities and Exchange Commission Staff issued Staff
Accounting Bulletin No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in the Current Year Financial
Statements" ("SAB No. 108"). SAB No. 108 was issued to eliminate the diversity
in practice surrounding how public companies quantify financial misstatements.
SAB No. 108 requires that registrants quantify errors using both a balance sheet
and income statement approach and evaluate whether either approach results in a
misstated amount that, when all relevant quantitative and qualitative factors
are considered, is material. The adoption of SAB No. 108 did not have any impact
on the Partnership's financial position or results of operations.


                                       -6-

<PAGE>

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Partnership is
currently evaluating the impact of this pronouncement on the Partnership's
financial position and results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
("SFAS 159"), which provides companies with an option to report selected
financial assets and liabilities at fair value. The objective of SFAS 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. SFAS 159 establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and liabilities and to more
easily understand the effect of the company's choice to use fair value on its
earnings. SFAS 159 also requires entities to display the fair value of the
selected assets and liabilities on the face of the balance sheet. SFAS 159 does
not eliminate disclosure requirements of other accounting standards, including
fair value measurement disclosures in SFAS 157. This statement is effective as
of the beginning of an entity's first fiscal year beginning after November 15,
2007. Early adoption is permitted as of the beginning of the previous fiscal
year provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of Statement 157. The
Partnership is currently evaluating the impact of this pronouncement on the
Partnership's financial position and results of operations.

3.   RELATED PARTY TRANSACTION:

On February 28, 2006, the Partnership sold its manufactured home inventory to an
affiliate of the General Partner for its fair market value of $875,197. The fair
market value was determined using The Manufactured Housing Appraisal Guide of
the National Automobile Dealers Association as well as comparables in each
market. Proceeds of the sale were used to pay off the $756,179 line of credit
with the buyer, Uniprop Homes, Inc., and the balance of $119,018 was received in
cash.

4.   MORTGAGE PAYABLE:

On August 11, 2006, the Partnership refinanced its existing mortgage note
payable and executed a new mortgage payable in the amount of $34,468,750 secured
by the four properties of the Partnership. The mortgage note payable provides
for future advances of $3,031,250, of which $500,575 has been advanced as of
March 31, 2007. The note is payable in monthly installments of interest only
through August 2010. Interest on this note is accrued at a variable rate of
2.25% in excess of one month LIBOR, which was 7.57% as of March 31, 2007, and
the balance on the note was $34,969,325.


                                       -7-

<PAGE>

In connection with the refinancing, the Company defeased the prior mortgage note
payable with a balance of $33,500,000 by purchasing Treasury securities
sufficient to make the monthly debt service payments and the balloon payment due
under the mortgage agreement. The Treasury securities were then substituted for
the four properties that originally served as collateral for the mortgage.

As part of the defeasance, the Treasury securities and mortgage debt were
transferred to a third party successor borrower that is responsible for all
remaining obligations under this debt. This mortgage was fully paid off by the
successor borrower from funds in the irrevocable defeasance trust on January 11,
2007.

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 is effective for
fiscal years beginning after December 15, 2006. This interpretation clarifies
the accounting for uncertainty in income taxes recognized in accordance with
SFAS 109, "Accounting for Income Taxes" and prescribes a recognition threshold
and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on various related matters such as
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The Partnership is a tax-free entity, and
was therefore not impacted by FIN 48.

In September 2006, the Securities and Exchange Commission Staff issued Staff
Accounting Bulletin No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in the Current Year Financial
Statements" ("SAB No. 108"). SAB No. 108 was issued to eliminate the diversity
in practice surrounding how public companies quantify financial misstatements.
SAB No. 108 requires that registrants quantify errors using both a balance sheet
and income statement approach and evaluate whether either approach results in a
misstated amount that, when all relevant quantitative and qualitative factors
are considered, is material. The adoption of SAB No. 108 did not have any impact
on the Partnership's financial position or results of operations.


                                       -8-

<PAGE>

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Partnership is
currently evaluating the impact of this pronouncement on the Partnership's
financial position and results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
("SFAS 159"), which provides companies with an option to report selected
financial assets and liabilities at fair value. The objective of SFAS 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. SFAS 159 establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and liabilities and to more
easily understand the effect of the company's choice to use fair value on its
earnings. SFAS 159 also requires entities to display the fair value of the
selected assets and liabilities on the face of the balance sheet. SFAS 159 does
not eliminate disclosure requirements of other accounting standards, including
fair value measurement disclosures in SFAS 157. This statement is effective as
of the beginning of an entity's first fiscal year beginning after November 15,
2007. Early adoption is permitted as of the beginning of the previous fiscal
year provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of Statement 157. The
Partnership is currently evaluating the impact of this pronouncement on the
Partnership's financial position and results of operations.

Capital Resources

The Partnership's capital resources consist primarily of its four manufactured
housing communities. On March 25, 1997 the Partnership borrowed $33,500,000 from
Nomura Asset Capital Corporation (the "Financing"). It secured the Financing by
placing liens on its four communities. As a result of the Financing, the
Partnership distributed $30,000,000 to the Limited Partners, which represented a
full return of the original capital contributions of $1,000 per unit. As part of
the refinancing which occurred on August 11, 2006, this note has been defeased,
which required the Partnership to establish an irrevocable defeasance trust
through a successor borrower, by placing risk free treasury bills into the trust
to fund this mortgage. This mortgage was fully paid off by the successor
borrower from funds in the irrevocable defeasance trust on January 11, 2007.

On February 28, 2006, the Partnership sold its manufactured home inventory to an
affiliate of the General Partner for its fair market value of $875,197. The fair
market value was determined using The Manufactured Housing Appraisal Guide of
the National Automobile Dealers Association, as well as, comparables in each
market. The consideration for the sale was used to reduce the $756,179 line of
credit with the buyer, Uniprop Homes, Inc., and the balance of $119,018 was
received in cash.


                                       -9-

<PAGE>

On August 11, 2006, the Partnership borrowed $34,468,750 from Marathon
Structured Finance Fund, L.P. The note provides for future advance of
$3,031,250, of which $500,575 has been advanced as of March 31, 2007. The
borrowing is secured by the four Properties. The note is payable in monthly
installments of interest only through August 2010. Interest on this note is
accrued at a variable rate of 2.25% in excess of One month LIBOR, which was
7.57% as of March 31, 2007, and the balance on the note was $34,969,325.

In connection with the new mortgage debt, the Fund has entered into an interest
rate cap with Fifth Third Bank to reduce a portion of the risk relating to the
variable interest rate. The notional amount of the interest rate cap is
$34,000,000. The strike rate is 7% based on the One month LIBOR index. The
interest rate cap expires on September 1, 2008. The cost of the interest rate
cap was $10,400.

The Partnership incurred $1,154,449 in financing costs as a result of the
refinancing which will be amortized over the remaining life of the Loan of
approximately 4 years.

Liquidity

The Partnership's long-term liquidity is based, in part, upon its investment
strategy. The properties owned by the Partnership were anticipated to be held
for seven to ten years after their acquisition. All of the properties have been
owned by the Partnership more than ten years. The General Partner may elect to
have the Partnership own the properties for as long as, in the opinion of the
General Partner, it is in the best interest of the Partnership to do so. As of
March 31, 2007, the Partnership's cash balance amounted to $508,332. The level
of cash balance maintained is at the discretion of the General Partner.

The Partnership has an unsecured term note with National City Bank of the
Midwest for $750,000, requiring monthly payments of $12,500 plus interest at
LIBOR plus 1.80% which was 7.12% at March 31, 2007 and is due on October 19,
2010. The outstanding balance under this agreement was $550,000 at March 31,
2007.

The quarterly Partnership Management Distribution due to the General Partner
during the first quarter was $157,125, or one-fourth of 1.0% of the most recent
appraised value of the properties held by the Partnership ($62,850,000 x 1/4 %=
$157,125).

The General Partner has continued to suspend payment of the Incentive Management
Distribution during this quarter.

Results of Operations

Overall, as illustrated in the tables below, the four properties had a combined
average occupancy of 48% at the end of March 2007, versus 73% a year ago. The
average monthly rent in March 2007 was approximately $504; compared to the $497
average monthly rent in March 2006 (average rent not a weighted average).


                                      -10-

<PAGE>

<TABLE>
<CAPTION>
                             Total    Occupied   Occupancy   Average*
                           Capacity     Sites       Rate       Rent
                           --------   --------   ---------   --------
<S>                        <C>        <C>        <C>         <C>
Aztec Estates                  645         77        12%       $545
Kings Manor                    314        254        81         565
Old Dutch Farms                293        123        42         450
Park of the Four Seasons       572        341        60         454
                             -----      -----       ---        ----
Total on 3/31/07:            1,824        795        48%       $504
Total on 3/31/06:            1,824      1,365        73%       $497
</TABLE>

*    Not a weighted average

<TABLE>
<CAPTION>
                                                     NET OPERATING INCOME AND
                                GROSS REVENUE                 NETLOSS
                              Three months ended        THREE MONTHS ENDED
                           -----------------------   ------------------------
                            3/31/2007    3/31/2006    3/31/2007    3/31/2006
                           ----------   ----------   ----------   -----------
<S>                        <C>          <C>          <C>          <C>
Aztec Estates              $  403,627   $1,377,641    $  17,939    $  531,776
Kings Manor                   411,775      801,349      268,202       363,634
Old Dutch Farms               173,157      401,434       57,574       (34,938)
Park of the Four Seasons      478,400      613,842      263,590       245,036
                           ----------   ----------    ---------    ----------
                           $1,466,959   $3,194,266    $ 607,305    $1,105,508
Partnership Management     $    3,517   $    3,744     (101,422)     (152,715)
Other Expenses                                         (437,674)     (128,440)
Interest Expense                                       (818,300)     (696,630)
Depreciation                                           (241,392)     (231,937)
                                                      ---------    ----------
TOTAL:                     $1,470,476   $3,198,010    ($991,483)    ($104,214)
</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.


                                      -11-

<PAGE>

COMPARISON OF QUARTER ENDED MARCH 31, 2007 TO QUARTER ENDED MARCH 31, 2006

Gross revenues decreased $1,727,534 to $1,470,476 in 2007, as compared to
$3,198,010 in 2006. The decrease was mainly due to the relocation of residents
at Aztec Estates per Florida law to redevelop the property as a mixed-use
residential development, and to the elimination of the home inventory for sale.

As described in the Statements of Operations, total operating expenses were
$832,868 lower, moving from $3,202,224 to $2,461,959. The decrease was mainly
due to the elimination of the home inventory for sale.

As a result of the aforementioned factors, the Partnership had a net loss of
$991,483 for the first quarter of 2007 compared to a net loss of $104,214 for
the same quarter of the prior year.

ITEM 3.

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

The Partnership is exposed to interest rate rise 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.

In connection with the new mortgage debt, the Fund has entered into an interest
rate cap with Fifth Third Bank to reduce a portion of the risk relating to the
variable interest rate. The notional amount of the interest rate cap is
$34,000,000. The strike rate is 7% based on the One Month LIBOR index. The
interest rate cap expires on September 1, 2008.

     Note Payable: The Partnership had a note payable in the amount of
$37,500,000. Interest is accrued at a variable rate of 2.25% in excess of One
Month LIBOR, which was 7.57 as of March 31, 2007. The outstanding balance of
this note at March 31, 2007, was $34,969,325 and provides for future advance of
$2,530,675.

     Term-Note: The Partnership has obtained an unsecured term note with
National City Bank of the Midwest for $750,000, requiring monthly payments of
$12,500 plus interest at LIBOR plus 1.80% which was 7.12% at March 31, 2007 and
is due on October 19, 2010. The outstanding balance under this agreement was
$550,000 at March 31, 2007.


                                      -12-

<PAGE>

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 more than $260,000. As part of the refinance, the Partnership
negotiated a lower variable interest rate which could expose the Partnership to
higher interest expense if LIBOR were to increase dramatically. As previously
described, the Partnership has entered into an interest rate cap to mitigate
some of the variable rate interest exposure. Management does not expect it to
have any effect on interest expense, absent some unforeseen economic event which
cannot be predicted.

The Partnership does not enter into financial instruments transactions for
trading or other speculative purposes or to manage its interest rate exposure,
except for the interest rate cap previously described.

ITEM 4.

          CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Partnership carried out
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and the Principal Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation,
the Principal Executive Officer and the Principal Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in the quarterly report is recorded,
processed, summarized and reported as and when required.

There was no change in the Partnership's internal controls over financial
reporting that occurred during the most recent completed quarter that has
materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

          LEGAL PROCEEDINGS

None.

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.


                                      -13-

<PAGE>

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 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.


                                      -14-

<PAGE>

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.

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.


                                      -15-

<PAGE>

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.


                                      -16-

<PAGE>

ITEM 6. EXHIBITS

EXHIBIT 31.1   Principal Executive Officer Certification pursuant to Rule
               13a-14(a)/15d- 14(a) of The Securities and Exchange Act of 1934,
               as amended

EXHIBIT 31.2   Principal Financial Officer Certification pursuant to Rule
               13a-14(a)/15d- 14(a) of The Securities and Exchange Act of 1934,
               as amended

EXHIBIT 32.1   Certifications pursuant to 18 U.S C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.


                                      -17-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant 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,
                                            A Michigan Limited Partnership,
                                            its General Partner


                                        BY: /s/ Paul M. Zlotoff
                                            ------------------------------------
                                            Paul M. Zlotoff, General Partner


                                        BY: /s/ Joel Schwartz
                                            ------------------------------------
                                            Joel Schwartz, Principal Financial
                                            Officer

Dated: May 14, 2007