Exhibit
Number         Exhibit Description

EX-21.1        Financial Statements of Colonial Village Roseville, for the years
               ended  December  31,  1999 and  1998  together  with  Independent
               auditors'  report  thereon;  a  significant   subsidiary  of  the
               partnership.


                                       44
<PAGE>


                           Colonial Village Roseville

                                Table of Contents

                                                               Page


Independent Auditors' Report                                   46

Financial Statements

        Balance Sheet                                          47
        Statements of Operations                               49
        Statements of Changes in Partners Capital              53
        Statements of Cash Flows                               54
        Notes to Financial Statements                          56










                                       45
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



To the Partners
Colonial Village Roseville
(A California Limited Partnership)
Rocklin, California




I have audited the accompanying  balance sheets of Colonial Village Roseville (A
California  Limited  Partnership),  as of December  31,  1999 and 1998,  and the
related  statements of income,  partners'  equity,  and cash flows for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audits to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of Colonial  Village  Roseville (A
California  Limited  Partnership)  as of  December  31,  1999 and 1998,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with generally accepted accounting principles.


                             /s/ Bernard E. Rea, CPA
                                 Bernard E. Rea, CPA

Stockton, California
March 30, 2000

                                       46
<PAGE>
                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                                 BALANCE SHEETS
                           December 31, 1999 and 1998

<TABLE>
<CAPTION>



                    ASSETS                             1999                 1998
                                                      -----                -----

<S>                                              <C>                  <C>
CURRENT ASSETS
 Cash                                            $     78,528         $     10,495
 Rents receivable                                         587                    -
 Other receivables                                          -                    -
 Prepaid expense                                        2,939                2,909
                                                   ----------           ----------
                Total current assets             $     82,054         $     13,404
                                                   ----------           ----------

RESTRICTED DEPOSITS AND FUNDED RESERVES
 Tenants' security deposits                      $     24,903         $     19,429
 Replacement reserve escrow                            76,760               57,400
                                                   ----------           ----------
                                                 $    101,663         $     76,829
                                                   ----------           ----------

PROPERTY AND EQUIPMENT, AT COST
 Land                                            $    315,303         $    315,303
 Building                                           4,808,665            4,802,723
 Equipment                                            167,665              166,914
                                                   ----------           ----------
                                                 $  5,291,633         $  5,284,940
 Less accumulated depreciation                        981,267              791,063
                                                   ----------           ----------
                                                 $  4,310,366         $  4,493,877
                                                   ----------           ----------

OTHER ASSETS
 Deferred charges, less accumulated
  amortization of $23,662 and $18,449            $    109,760         $    114,973
                                                   ----------           ----------
                                                 $    109,760         $    114,973
                                                   ----------           ----------


                                                 $  4,603,843         $  4,699,083
                                                  ===========          ===========

</TABLE>


                       See Notes to Financial Statements.
                                       47
<PAGE>
                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                                 BALANCE SHEETS
                           December 31, 1999 and 1998
<TABLE>
<CAPTION>


                    LIABILITIES AND PARTNERS' EQUITY         1999               1998
                                                             -----              ----

<S>                                                    <C>                <C>
CURRENT LIABILITIES
 Current maturities of long-term debt                  $     27,320       $     25,309
 Accounts payable                                             8,021             11,462
 Accrued expense                                                800                800
 Accrued property taxes                                           -                  -
 Developer fees payable                                      25,500             24,500
 Advances from general partner, without
  interest, due date, or collateral                           7,355              8,251
 Accrued interest                                                -              13,604
                                                         ----------         ----------
                Total current liabilities              $     68,996       $     83,926
                                                         ----------         ----------

DEPOSIT AND PREPAYMENT LIABILITIES
 Tenants' security deposits                            $     23,964       $     19,239
 Prepaid rents                                                    -                  -
                                                         ----------         ----------
                                                       $     23,964       $     19,239
                                                         ----------         ----------

LONG-TERM DEBT
 Mortgage payable, less current maturities             $  2,073,512       $  2,103,030
 Developer fees payable                                     381,553            407,053
                                                         ----------         ----------
                                                       $  2,455,065       $  2,510,083
                                                         ----------         ----------

COMMITMENT

PARTNERS' EQUITY                                       $  2,055,818       $  2,085,835
                                                         ----------         ----------



                                                       $  4,603,843       $  4,699,083
                                                        ===========         ==========


</TABLE>

                       See Notes to Financial Statements.
                                       48
<PAGE>
                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                              STATEMENTS OF INCOME
                     Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                                1999                1998
                                                                ----                ----
<S>                                                        <C>                 <C>
RENTAL INCOME
 Apartments                                                $    402,297        $    380,368
 Tenant assistance payments                                           -                   -
 Furniture and equipment                                              -                   -
 Commercial                                                           -                   -
 Parking spaces                                                       -                   -
 Subsidy income                                                       -                   -
 Miscellaneous                                                        -                   -
                                                             ----------          ----------
         Net rental revenue                                $    402,297        $    380,368
                                                             ----------          ----------

FINANCIAL REVENUE
 Interest Income - project operations                      $      2,032        $      1,990
 Income from investments - replacement reserve                    1,954               1,020
 Income from investments - operating reserve                        570                 138
 Income from investments - miscellaneous                              -                   -
                                                             ----------          ----------
     Sub-total financial revenue                           $      4,556        $      3,148
                                                             ----------          ----------

OTHER REVENUE
 Laundry and vending                                       $      6,958        $      6,260
 NSF and late charges                                             1,707               1,050
 Damage and cleaning fees                                         5,001               6,335
 Forfeited tenant security deposits                                   -                   -
 Other revenue                                                   59,379               1,384
                                                             ----------          ----------
     Sub-total other revenue                               $     73,045        $     15,029
                                                             ----------          ----------

                  Total revenues                           $    479,898        $    398,545
                                                             ----------          ----------

</TABLE>



                       See Notes to Financial Statements.
                                       49
<PAGE>


                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                        STATEMENTS OF INCOME (CONTINUED)
                     Years Ended December 31, 1999 and 1998




                                                       1999              1998
                                                       -----             ----

OPERATING EXPENSES

 Renting expenses
  Advertising                                    $         50      $      7,111
  Miscellaneous renting expenses                        5,592             2,798
                                                     --------          --------
        Sub-total renting expenses               $      5,642      $      9,909
                                                     --------          --------


  Administrative expenses
   Office salaries                               $        467      $        792
   Office supplies                                      1,926             4,835
   Office rent                                              -                 -
   Management fee                                      24,192            17,729
   Manager's salary                                    23,589            27,121
   Manager rent free unit                                   -                 -
   Legal expense                                          679               242
   Audit expense                                        4,368             4,168
   Bookkeeping / accounting services                        -                 -
   Telephone and answering service                      2,590             2,771
   Bad debts                                                -               628
   Miscellaneous administrative expenses                3,564             6,896
                                                     --------          --------
         Sub-total administrative expenses       $     61,375      $     65,182
                                                     --------          --------


   Utilities expense
    Fuel oil / coal                              $          -      $          -
    Electricity                                         5,932             6,377
    Water                                               3,421             9,668
    Gas                                                 2,190             2,359
    Sewer                                               4,968            15,636
                                                     --------          --------
          Sub-total utilities expense            $     16,511      $     34,040
                                                     --------          --------



                       See Notes to Financial Statements.
                                       50
<PAGE>

                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                        STATEMENTS OF INCOME (CONTINUED)
                     Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                              1999              1998
                                                              ----              ----


<S>                                                      <C>               <C>
     Operating and maintenance expense
      Janitor and cleaning payroll                       $          -      $          -
      Janitor and cleaning supplies                             1,451             2,594
      Janitor and cleaning contract                             2,383             2,638
      Exterminating payroll / contract                            702             1,480
      Exterminating supplies                                        -                 -
      Garbage and trash removal                                 5,545             8,174
      Security payroll / contract                                   -                 -
      Grounds payroll                                               -               222
      Grounds supplies                                            866               603
      Grounds contract                                          5,931             5,903
      Repairs payroll                                          10,851            18,758
      Repairs material                                         13,127             4,472
      Repairs contract                                          1,480             8,074
      Elevator maintenance / contract                               -                 -
      Heating / cooling repairs and maintenance                     -             1,021
      Swim pool maintenance / contract                              -                 -
      Snow removal                                                  -                 -
      Decorating payroll / contract                             1,922             1,670
      Decorating supplies                                         155             1,552
      Vehicle and maintenance equipment o & r                     176               153
      Miscellaneous operating and maint. expenses               7,447             8,037
                                                            ---------         ---------
            Sub-total operating & maint. expense         $     52,036      $     65,351
                                                            ---------         ---------


     Taxes and insurance
      Real estate taxes                                  $      1,819      $        500
      Payroll taxes                                             3,571             4,710
      Miscellaneous taxes, licenses, and permits                  800               800
      Property and liability insurance                          3,889             3,632
      Fidelity bond insurance                                       -                 -
      Workman's compensation                                    1,929             1,886
      Health insurance and other employee benefits
                                                                4,722             2,533
      Other insurance                                               -                 -
                                                            ---------         ---------
            Sub-total taxes & insurance                  $     16,730      $     14,061
                                                            ---------         ---------


                 Total operating expenses                $    152,294      $    188,543
                                                            ---------         ---------

</TABLE>

                       See Notes to Financial Statements.
                                       51
<PAGE>
                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                        STATEMENTS OF INCOME (CONTINUED)
                     Years Ended December 31, 1999 and 1998




                                                   1999              1998
                                                   ----              ----

OTHER EXPENSES
 Interest expense - mortgage                  $    162,204      $    164,080
 Interest expense - notes                                -                 -
 Miscellaneous financial expense                         -                 -
 Depreciation and amortization                     195,417           200,798
 Non project expenses                                    -                 -
                                                ----------        ----------
     Sub-total other expenses                 $    357,621      $    364,878
                                                ----------        ----------


                Total expenses                $    509,915      $    553,421
                                                ----------        ----------


                Net income (loss)             $    (30,017)     $   (154,876)
                                                ==========        ==========







                       See Notes to Financial Statements.
                                       52
<PAGE>
                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                         STATEMENTS OF PARTNERS' EQUITY
                     Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>



                                                         General               Limited
                                    Total                Partner               Partner
                                    -----                -------               -------
<S>       <C> <C>             <C>                   <C>                   <C>
Partners' equity
 December 31, 1997            $  2,240,711          $     47,848          $  2,192,863

Partners' capital
 contributions                           -                     -                     -

Partners' capital
 distributions                           -                     -                     -

Net income (loss)                 (154,876)               (1,549)             (153,327)
                                ----------            ----------            ----------

Partners' equity
 December 31, 1998            $  2,085,835          $     46,299          $  2,039,536

Partners' capital
 contributions                           -                     -                     -

Partners' capital
 distributions                           -                     -                     -

Net income (loss)                  (30,017)                 (300)              (29,717)
                                ----------            ----------            ----------

Partners' equity
 December 31, 1999            $  2,055,818          $     45,999          $  2,009,819
                                ==========            ==========            ==========



Percentage at
 December 31, 1999                   100%                    1%                   99%
                                ==========            ==========            ==========



</TABLE>



                       See Notes to Financial Statements.
                                      53
<PAGE>

                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                            1999              1998
                                                            ----              ----

<S>                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                    $    (30,017)     $   (154,876)
 Adjustments to reconcile net income
  (loss) to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                         195,417           200,798
     Change in assets and liabilities:
      Decrease (increase) in:
       Prepaid expenses                                        (30)             (247)
       Tenants' security deposits                           (5,474)             (494)
       Rents receivable                                       (587)              773
       Other receivables                                         -                 -
      Increase (decrease) in:
       Accounts payable                                     (3,441)            2,890
       Accrued expenses                                          -                 -
       Accrued interest                                    (13,604)             (149)
       Accrued property taxes                                    -                 -
       Prepaid rents                                             -              (280)
       Tenants' security deposits                            4,725            (2,375)
                                                         ---------          --------
          Net cash provided by (used in)
               operating activities                   $    146,989      $     46,040
                                                         ---------          --------


CASH FLOWS FROM INVESTING ACTIVITIES
 Funding of replacement reserve escrow                $    (19,360)     $    (10,354)
 Withdrawals from replacement reserve escrow                     -                 -
 Acquisition of property and equipment                      (6,693)           (7,140)
                                                         ---------          --------
            Net cash provided by (used in)
                investing activities                  $    (26,053)     $    (17,494)
                                                         ---------          --------


CASH FLOWS FROM FINANCING ACTIVITIES
 Partner contributions                                $          -      $          -
 Partner distributions                                           -                 -
 Advances from general partner                                (896)             8,251
 Payment of development fees payable                       (24,500)          (23,500)
 Principal payments on long-term debt                      (27,507)          (23,446)
                                                         ---------          --------
            Net cash provided by (used in)
                financing activities                  $    (52,903)     $    (38,695)
                                                         ---------          --------

</TABLE>


                       See Notes to Financial Statements.
                                       54
<PAGE>

                           COLONIAL VILLAGE ROSEVILLE
                       (A California Limited Partnership)

                      STATEMENTS OF CASH FLOWS (CONTINUED)
                     Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>



                                                             1999                        1998
                                                             ----                        ----



<S>                                                   <C>                         <C>
                Increase (decrease) in cash and
                 cash equivalents                     $       68,033              $      (10,149)

Cash and cash equivalents
 Beginning                                                    10,495                      20,644
                                                          ----------                  ----------

 Ending                                               $       78,528              $       10,495
                                                          ==========                  ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
         Cash paid during the year for interest       $      175,808              $      164,229
                                                          ==========                  ==========



</TABLE>







                       See Notes to Financial Statements.
                                       55
<PAGE>

COLONIAL VILLAGE ROSEVILLE
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of the Partnership's significant accounting policies consistently
     applied  in  the  preparation  of  the  accompanying  financial  statements
     follows.

     CAPITALIZATION AND DEPRECIATION

     Land,  buildings and  improvements  are recorded at cost.  Depreciation  of
     buildings  and  equipment  is  computed   principally  using  the  Modified
     Accelerated  Cost  Recovery  System which  approximates  straight-line  for
     buildings and  double-declining  balance for  equipment  over the following
     estimated useful lives:

                                Years

            Buildings           27.5

            Equipment            7

     Improvements  are  capitalized,  while  expenditures  for  maintenance  and
     repairs are charged to expense as incurred.  Upon  disposal of  depreciable
     property,  the  appropriate  property  accounts  are reduced by the related
     costs and  accumulated  depreciation.  The  resulting  gains and losses are
     reflected in the statement of operations.

     CASH AND CASH EQUIVALENTS

     For purposes of reporting  the  statements of cash flows,  the  Partnership
     includes all cash accounts which are not subject to withdrawal restrictions
     or  penalties,  and all highly  liquid debt  instruments  purchased  with a
     maturity  of  three  months  or less as cash and  cash  equivalents  on the
     accompanying balance sheets.

     AMORTIZATION

     Deferred  charges are amortized over the following  estimated  useful lives
     using the straight-line method:

                                               Years

            Deferred debt expense                30

            Tax credit monitoring fee            15

     INCOME TAXES

     No  provision  or  benefit  for  income  taxes has been  included  in these
     financial statements since taxable income or loss passes through to, and is
     reportable by, the partners individually.



                                       56

<PAGE>
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      ESTIMATES

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect certain reported amounts and disclosures.

      PERSONAL ASSETS AND LIABILITIES

      In accordance with the generally accepted method of presenting partnership
      financial statements, the financial statements do not include the personal
      assets and  liabilities of the partners,  including  their  obligation for
      income  taxes  on  their  distributive  shares  of the net  income  of the
      Partnership, nor any provision for income tax expense.


NOTE 2 - ORGANIZATION

      Colonial Village Roseville is a California  Limited  Partnership which was
      formed in April 1993, to develop,  construct,  own, maintain and operate a
      56-unit  multi-family  apartment  complex  and is  located  in the city of
      Roseville,  California.  The Partnership  Agreement and the loan agreement
      with  the  California   Community   Reinvestment   Corporation  (CCRC),  a
      California   nonprofit  public  benefit   corporation  governs  the  major
      activities of the  Partnership.  Under the agreements,  the Partnership is
      required to provide low cost housing to very  low-income  or  lower-income
      households.

      The Partnership has one general partners, Project Go Inc., a 501(c)(3) tax
      exempt,  non-profit  community  service  organization  and  one  investing
      limited partner,  WNC Housing Tax Credits III, L.P., a California  limited
      partnership.  Partnership  transactions with the partners are described in
      other notes to these financial statements.


NOTE 3 - DEFERRED CHARGES

      Deferred  charges as of  December  31,  1999  and  1998,  consists  of the
      following:

                                                  1999                   1998
                                                  ----                   ----

      Deferred debt expense              $       110,462        $       110,462

      Tax credit monitoring fee                   22,960                 22,960
                                               ---------              ---------

                                         $       133,422        $       133,422

      Less accumulated amortization               23,662                 18,449
                                               ---------              ---------

                                         $       109,760        $       114,973
                                               =========              =========

                                        57

<PAGE>

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RESTRICTED DEPOSITS AND FUNDED RESERVES

      In accordance with the Partnership  Agreement and the Rider to Multifamily
      Instrument   with  CCRC,  the   Partnership  is  required  to  maintain  a
      replacement  reserve  account.  The  replacement  reserve account is to be
      funded annually in the amount of $16,800.


NOTE 5 - LONG-TERM DEBT

      Long-Term  debt  consisted of a permanent loan with CCRC in face amount of
      $2,200,000.

      Under  the  terms of the  30-year  Promissory  Note  with  CCRC,  the loan
      provides  for an initial  interest  rate of 7.67% and monthly  payments of
      $15,639.62  commencing on September 1, 1995, and continuing through August
      2025.  The  interest  rate and  monthly  payment  will be adjusted at year
      eleven (11) and year twenty-one (21), at which time the interest rate will
      be adjusted  based on the Current Index plus 2.75% and the payment will be
      adjusted and determined by the amount of the monthly payment that would be
      sufficient  to repay the note  within  360 months of the  initial  payment
      date.  As Of December 31, 1999,  the current  interest  rate,  and minimum
      monthly payment due is 7.67% and $15,639.62, respectively.

      The  apartment  complex is pledged as  collateral  for the mortgage and is
      secured by deeds of trust,  assignment of rents,  security  agreements and
      fixture filings against the property.

      Aggregate  maturities  of  Long-term  debt for the next five  years are as
      follows:

                  December 31,      2000             $       27,320
                                    2001                     29,491
                                    2002                     31,834
                                    2003                     34,364
                                    2004                     37,094
                                    Thereafter            1,942,926
                                                      -------------

                                    TOTAL            $    2,103,029
                                                      =============


NOTE 6 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

      DEVELOPER FEES

      In accordance with the Partnership  Agreement,  the Partnership  agreed to
      pay the  general  partner  a  development  fee of  $648,000  for  services
      rendered  to  the   Partnership   for  overseeing  the   development   and
      construction of the project.  However, during 1995, $3,526, of this amount
      was waived by the  general  partner  in  accordance  with the  limitations
      imposed by the California Tax Credit Allocation Committee.

      Payment of the development fee is to be paid from future  operational cash
      flows.

                                       58



<PAGE>


NOTES TO FINANCIAL STATEMENTS

      The developer fee has been capitalized into the basis of the building.


      MANAGEMENT FEE

      In accordance with the Management Agreement,  the Partnership paid Project
      Go, Inc., the general partner,  a management fee during 1999 in the amount
      of  $24,192,  for  services  rendered in  connection  with the leasing and
      operation of the project.  The fee for its services is approximately 6% of
      the project's rental income.


NOTE 7 - COMMITMENT

      The  Partnership  entered into a Regulatory  Agreement with the Tax Credit
      Allocation Committee (TCAC), established under Section 50185 of the Health
      and Safety  Code of the State of  California.  Under this  Agreement,  the
      Partnership shall maintain the project as a Qualified  Low-income  Housing
      Project for a period of 55 consecutive  taxable years beginning with 1995,
      the  first  taxable  year of the  Credit  Period.  In  exchange  for  this
      agreement,  TCAC has  authorized an allocation  relating to the low-income
      housing credit under the provisions of Section 42 of the Internal  Revenue
      Code.


NOTE 8 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

      The Partnership's sole asset is Colonial Village Roseville Apartments. The
      Partnership's  operations are  concentrated in the multifamily real estate
      market.


                                       59