<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 June 30, 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>                                                       <S>
           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
              June 30, 2007 (Unaudited) and  December 31, 2006                 3

              Statements of Operations
              Six and Three months ended June 30, 2007 and 2006
              (Unaudited)                                                      4

              Statement of Partners' Equity (Deficit)
              Six months ended June 30, 2007 (Unaudited)                       4

              Statements of Cash Flows
              Six months ended June 30, 2007 and 2006 (Unaudited)              5

              Notes to Financial Statements
              June 30, 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                                               14

   ITEM 1A.   RISK FACTORS                                                    14

   ITEM 6.    EXHIBITS                                                        17
</TABLE>
<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                      JUNE 30, 2007       2006
                                      -------------   ------------
                                       (UNAUDITED)
<S>                                   <C>             <C>
ASSETS

Properties:
   Land                               $  5,280,000    $  5,280,000
   Buildings and Improvements           27,330,604      27,318,020
   Furniture and Fixtures                  259,800         254,619
                                      ------------    ------------
                                        32,870,404      32,852,639

   Less Accumulated Depreciation       (16,804,897)    (16,333,071)
                                      ------------    ------------
                                        16,065,507      16,519,568

Cash And Cash Equivalents                  331,975         657,371
Cash - Security Escrow                      95,000         245,158
Unamortized Finance Costs                  898,707       1,043,013
Manufactured Homes and Improvements         30,000          30,000
Other Assets                             1,118,363         938,100
                                      ------------    ------------
Total Assets                          $ 18,539,552    $ 19,433,210
                                      ------------    ------------
</TABLE>

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                      JUNE 30, 2007       2006
                                      -------------   ------------
                                       (UNAUDITED)
<S>                                   <C>             <C>
LIABILITIES AND PARTNERS' DEFICIT

Note Payable-Bank                     $    512,500    $    587,500
Accounts Payable                           295,112         395,587
Other Liabilities                          856,657         554,984
Note Payable-Affiliate                           0               0
Mortgage Payable                        35,556,533      34,468,750
                                      ------------    ------------
Total Liabilities                     $ 37,220,802    $ 36,006,821

Partners' Equity (Deficit) :
   General Partner                      (7,047,624)     (6,500,396)
   Class A Limited Partners            (12,785,063)    (11,572,339)
   Class B Limited Partners              1,151,437       1,499,124
                                      ------------    ------------
Total Partners' Deficit                (18,681,250)    (16,573,611)
                                      ------------    ------------
Total Liabilities And
   Partners' Deficit                  $ 18,539,552    $ 19,433,210
                                      ------------    ------------
</TABLE>

                        See Notes to Financial Statements


                                        3

<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED              THREE  MONTHS ENDED
                                                          -----------------------------   ----------------------------
                                                          JUNE 30, 2007   JUNE 30, 2006   JUNE 30,2007   JUNE 30, 2006
                                                          -------------   -------------   ------------   -------------
<S>                                                       <C>             <C>             <C>            <C>
Revenue:
   Rental Revenue                                         $  2,344,820     $3,783,632      $1,060,587     $1,948,236
   Home Sale Revenue                                                 0        954,654               0              0
   Other Revenue                                               281,158        825,885          94,915        417,925
                                                          ------------     ----------      ----------     ----------
Total Income                                              $  2,625,978     $5,564,171      $1,155,502     $2,366,161
                                                          ------------     ----------      ----------     ----------
Operating Expenses:
   Administrative Expenses
   (Including  $130,588, $219,070, $57,407 and $111,727
   in Property Management Fees Paid to An Affiliate for
   the Six and Three Month Period Ended June 30, 2007
   and 2006, respectively)                                     878,404      1,082,607         438,730        417,142
   Property Taxes                                              544,284        503,580         272,127        251,787
   Utilities                                                   206,512        312,342          67,717        150,693
   Property Operations                                         902,349        569,891         350,708        279,597
   Depreciation                                                471,826        467,870         230,434        235,933
   Interest                                                  1,573,117      1,405,075         754,817        708,445
   Home Sale Expense                                                 0        983,085               0        (21,371)
                                                          ------------     ----------      ----------     ----------
Total Operating Expenses                                  $  4,576,492     $5,324,450      $2,114,533     $2,022,226
                                                          ------------     ----------      ----------     ----------
Net Income (Loss)                                          ($1,950,514)    $  239,721       ($959,031)    $  343,935
                                                          ------------     ----------      ----------     ----------
Income (Loss) Per Limited Partnership Unit:
   Class A                                                     ($59.95)        ($0.19)        ($29.47)    $     5.85
   Class B                                                     ($35.59)    $    20.02         ($17.51)    $    16.04

Distribution Per Limited Partnership Unit
   Class A                                                $       0.00     $     0.00      $     0.00     $     0.00
   Class B                                                $       0.00     $     0.00      $     0.00     $     0.00

Weighted Average Number Of Limited
   Partnership Units Outstanding
   Class A                                                      20,230         20,230          20,230         20,230
   Class B                                                       9,770          9,770           9,770          9,770
</TABLE>

STATEMENT OF PARTNERS' EQUITY (DEFICIT) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            GENERAL        CLASS A       CLASS B
                                                              TOTAL         PARTNER        LIMITED       LIMITED
                                                          -------------   -----------   ------------   ----------
<S>                                                       <C>             <C>           <C>            <C>
Balance as of January 1, 2007                             ($16,573,611)   ($6,500,396)  ($11,572,339)  $1,499,124
Net (Loss)                                                  (1,950,514)      (390,103)    (1,212,724)    (347,687)
Distributions                                                 (157,125)      (157,125)             0            0
                                                          -------------   -----------   ------------   ----------
BALANCE AS OF JUNE 30, 2007                                (18,681,250)    (7,047,624)   (12,785,063)   1,151,437
                                                          -------------   -----------   ------------   ----------
</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>
                                                             SIX MONTHS ENDED
                                                         ------------------------
                                                           JUNE 30,      JUNE 30,
                                                             2007          2006
                                                         ------------   ---------
<S>                                                      <C>            <C>
Cash Flows From Operating Activities:
   Net Income (Loss)                                      ($1,950,514)  $ 239,721
                                                         ------------   ---------
Adjustments To Reconcile Net Income (Loss)
 To Net Cash Provided By
   Operating Activities:
   Depreciation                                               471,826     467,870
   Amortization                                               144,306      43,000
   Decrease in Homes and Improvements                         150,158     204,130
   Increase In Other Assets                                  (180,263)   (520,116)
   Decrease In Accounts Payable                              (100,475)   (512,715)
   Increase In Other Liabilities                              301,673     352,433
                                                         ------------   ---------
Total Adjustments:                                            787,225      34,602
                                                         ------------   ---------
   Net Cash Provided By Operating Activities               (1,163,289)    274,323
                                                         ------------   ---------
Cash Flows Used In Investing Activities:
      Capital Expenditures                                    (17,765)    (91,491)
                                                         ------------   ---------
Cash Flows From Financing Activities:
      Payments on Line of Credit                              (75,000)    (75,000)
      Distributions To Partners                              (157,125)   (257,125)
      Payments on Note Payable - Affiliate                          0     (78,818)
      Proceeds (Principal Payments) on Mortgage             1,087,783    (231,107)
                                                         ------------   ---------
   Net Cash Provided by (Used) In Financing Activities        855,658    (642,050)
                                                         ------------   ---------
Decrease In Cash and Equivalents                             (325,396)   (459,218)
Cash and Cash Equivalents, Beginning                          657,371     554,668
                                                         ------------   ---------
Cash and Cash Equivalents, Ending                        $    331,975   $  95,450
                                                         ------------   ---------
</TABLE>

                        See Notes to Financial Statements


                                        5
<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                            June 30, 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 and
six months ended June 30, 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 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.


                                       -6-

<PAGE>

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 $1,087,783 has been advanced as of
June 30, 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 June 30, 2007, and the
balance on the note was $35,556,533.


                                       -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 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.


                                       -8-

<PAGE>

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 $1,087,783 has been advanced as of June 30, 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 June 30, 2007, and the balance on the note was $35,556,533.

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 four 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
June 30, 2007, the Partnership's cash balance amounted to $331,975. 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 June 30, 2007 and is due on October 19,
2010. The outstanding balance under this agreement was $512,500 at June 30,
2007.

The quarterly Partnership Management Distribution due to the General Partner
during the second quarter was $165,250, or one-fourth of 1.0% of the most recent
appraised value of the properties held by the Partnership ($66,100,000 x 1/4 %=
$165,250). The payment of this distribution has been suspended to maintain cash
flow.

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

Results of Operations

Overall, as illustrated in the table below, the four properties had a combined
average occupancy of 45% at the end of June 2007, versus 68% a year ago. The
average monthly rent in June 2007 was approximately $504; compared to the $499
average monthly rent in June 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         63        10%       $545
Kings Manor                    314        229        73         565
Old Dutch Farms                293        120        41         450
Park of the Four Seasons       572        338        59         454
                             -----      -----       ---        ----
Total on 6/30/07:            1,824        750        45%       $504
Total on 6/30/06:            1,824      1,265        68%       $499
</TABLE>

*    Not a weighted average

<TABLE>
<CAPTION>
                                                     NET OPERATING INCOME AND                              NET OPERATING INCOME AND
                                GROSS REVENUE            NET INCOME (LOSS)            GROSS REVENUE            NET INCOME (LOSS)
                              THREE MONTHS ENDED        THREE MONTHS ENDED           SIX MONTHS ENDED           SIX MONTHS ENDED
                           -----------------------   ------------------------    -----------------------   ------------------------
                            06/30/07     06/30/06      06/30/07    06/30/06        06/30/07    06/30/06      06/30/07     06/30/06
                           ----------   ----------    ---------   ----------     ----------   ----------   -----------   ----------
<S>                        <C>          <C>          <C>          <C>            <C>          <C>          <C>           <C>
AZTEC STATES               $  151,709   $1,133,837    ($126,615)  $  705,898     $  555,336   $2,511,478     ($108,675)  $1,237,674
KINGS MANOR                   380,972      554,779      230,445      402,983        792,747    1,356,128       498,647      766,617
OLD DUTCH FARMS               163,328      189,456       46,639      142,008        336,485      590,890       104,213      107,070
PARK OF THE FOUR SEASONS      457,883      480,376      254,232      256,942        936,283    1,094,218       517,821      501,978
                           ----------   ----------    ---------   ----------     ----------   ----------   -----------   ----------
                            1,153,892    2,358,448      404,701    1,507,831      2,620,851    5,552,714     1,012,006    2,613,339

PARTNERSHIP MANAGEMENT          1,610        7,713     (116,752)     (91,276)         5,127       11,457      (218,174)    (243,991)

OTHER EXPENSES                                         (261,729)    (128,242)                                 (699,403)    (256,682)

INTEREST EXPENSE                                       (754,817)    (708,445)                               (1,573,117)  (1,405,075)

DEPRECIATION                                           (230,434)    (235,933)                                 (471,826)    (467,870)

TOTAL:                     $1,155,502   $2,366,161    ($959,031)  $  343,935     $2,625,978   $5,564,171   (1,950,514)   $  239,721
</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 THREE MONTHS ENDED JUNE 30, 2007 TO THREE MONTHS ENDED JUNE 30,
2006

Gross revenues decreased $1,210,659 to $1,155,502 in 2007, as compared to
$2,366,161 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 the elimination of the home inventory for sale.

As described in the Statements of Operations, total operating expenses were
$92,307 higher, moving from $2,022,226 in 2006 to $2,114,533 IN 2007. The
increase was mainly due to higher interest expense, and home removal expenses
associated with relocation of residents at Aztec Estates.

As a result of the aforementioned factors, the Partnership had a net loss of
$959,031 for the second quarter of 2007 compared to a net income of $343,935 for
the same quarter of the prior year.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2007 TO SIX MONTHS ENDED JUNE 30, 2006

Gross revenues decreased $2,938,193 to $2,625,978 in 2007, as compared to
$5,564,171 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
$747,958 lower, moving from $5,324,450 in 2006 to $4,576,492 in 2007. The
decrease was mainly due to lower wages and utility expense as a result of
decreased occupancy associated with relocation of residents at Aztec Estates and
to the elimination of the home inventory for sale.

As a result of the aforementioned factors, the Partnership had net loss of
$1,950,514 for the first six months of 2007 compared to a net income of $239,721
for the same period 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.


                                      -12-

<PAGE>

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 June 30, 2007. The outstanding balance of this
note at June 30, 2007, was $35,556,533 and provides for future advances of
$1,943,467.

     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 June 30, 2007 and
is due on October 19, 2010. The outstanding balance under this agreement was
$512,500 at June 30, 2007.

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 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.


                                      -13-

<PAGE>

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.

     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.


                                      -14-

<PAGE>

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

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

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

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

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


                                      -15-

<PAGE>

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

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

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

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


                                      -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: August 13, 2007