##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-24816
 NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
  Delaware
    
    23-2610414(State or other jurisdiction of
    
    (IRS Employer Identification No.)incorporation or organization)
 230 S. Broad Street, Mezzanine, Philadelphia, Pennsylvania
    
    19102(Address of principal executive offices)
    
    (Zip Code)
 (215)790-4700
  Title of each class
    
    Name of each exchange onwhich registeredNone
    
    N/A
  Units of Limited Partnership Interest
 o þ
 o þ
  þ o
 þ
  Large accelerated filer o
    Accelerated filer o
    Non-accelerated filer o
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 N/A
  Part I
    
    Part II
    
    Part III
    
    Part IV(None)
    
    (None)
    
    (None)
    
    Exhibits from Form 10
Registration Statement;
Form 10-K Annual Reports;
and Form 10-Q Quarterly Report;
filed on July 14, 1994; April 1,
1996 and March, 31, 2003; and
November 11, 2003; respectively -
Commission file Number 0-24816.




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##### 



PagePART IItem 1.
    
    Business
    
    1I. Summary
    
    1II. NPAMLP Objectives and Policies
    
    2III. Glossary
    
    4Item 1(A).
    
    Risk Factors
    
    6Item 1(B).
    
    Unresolved Staff Comments
    
    6Item 2.
    
    Properties
    
    6Item 3.
    
    Legal Proceedings
    
    13Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    13PART IIItem 5.
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    14I. No Trading Market
    
    14II. Distributions of Cash Flow From Operations
    
    14III. Proceeds of Sales Distributions
    
    14IV. Certain Income Tax Considerations
    
    14V. Other
    
    15Item 6.
    
    Selected Financial Data
    
    16Item 7.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    16I. Liquidity and Capital Resources
    
    16II. Critical Accounting Policies
    
    17III. Results of Operations
    
    18IV. Tabular Disclosure of Contractual Obligations
    
    21V. Indebtedness Secured by the Properties
    
    21Item 7(A)
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    24Item 8.
    
    Financial Statements and Supplementary Data
    
    24Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    24Item 9(A)T.
    
    Controls and Procedures
    
    24Item 9(B).
    
    Other Information
    
    25PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    26I. Summary
    
    26II. Code of Ethics
    
    26III. Audit Committee Financial Expert
    
    26Item 11.
    
    Executive Compensation
    
    26Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    27Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
    
    27I. Compensation and Fees
    
    27II. Property Management by Affiliate
    
    28III. Conflicts of Interest
    
    28IV. Summary of Relationships
    
    29V. Related Party Transactions
    
    29VI. Director Independence
    
    30Item 14.
    
    Principal Accounting Fees and Services
    
    31I. Audit Fees
    
    31II. Audit Related Fees
    
    31III. Tax Fees
    
    31IV. All Other Fees
    
    31V. Pre-approval Policies and Procedures
    
    31PART IVItem 15.
    
    Exhibits, Financial Statements and Schedules
    
    32I. Documents Filed as Part of this Report
    
    32SIGNATURES
    
    34
  ii




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##### 



PART I
 
 Item 1.
    
    Business
 
 I. Summary
  A. The Master Limited Partnership
   B. The General Partners
  C. The Properties and Indebtedness Secured by the Properties
  D. NPAMLP Objectives and Policies
  E. Limited Partners Share of Cash Flow from Operations
  F. Limited Partners Share of Proceeds of Sales Distributions
  1




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##### 



G. Allocations of Profits and Losses
  H. Compensation to the General Partner and Affiliates
  I. Fiscal Year
  
 II. NPAMLP Objectives and Policies
 A. NPAMLP Objectives
     2




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##### 



B. Competition for Tenants
 
 1. Anchor Tenants
    2. Local Tenants
  %
 3




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##### 



C. Prohibited Activities and Investments
  D. Insurance on Properties
  
 III. Glossary
 Capital Improvement
 Cash Flow from Operations
 Consolidation
 Debt Service
 Equity General Partner
 Excess Proceeds
 General Partners
 Investor Note Payments
 Investor Note Recovery
 4




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##### 



Investor Notes
 Limited Partners
 Management Agreement
 Managing General Partner
 MLPG
 NPA
 NPAEP
 NPAMLP
 Partnership Agreement
 Partnerships
 Pension Groups
 Proceeds of Sales Distributions
 Proceeds of Sales of the Properties
 Property or Properties
 PVPG
 Property Manager
 Reserves
 5




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##### 



Restructuring
 Restructuring Agreement
 Restructured Wrap Mortgages
 Second Mortgage
 Tenant Improvements
 Third Party Debt Service
 Third Party Underlying Obligations
 Threshold Amount
 Unaudited Partnerships
 Units
 Wrap Mortgages
 Wrap Notes
 
 Item 1 (A). Risk Factors
  
 Item 1 (B). Unresolved Staff Comments
  
 Item 2. Properties
    6




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##### 



Schedule 1
 Description of Property Tenant Information
 Total
    
    AverageProperty
    
    Total
    
    Occupancy
    
    Minimum
    
    RentLocation
    
    GLA (a)
    
    Rate
    
    Rent (b)
    
    PSF (c)Cottage Grove, MN
    
    
    114,609
    
    
    
    91.7
    %
    
    $
    935,423
    
    
    $
    8.90Dunmore, PA
    
    
    26,475
    
    
    
    100.0
    %
    
    
    78,696
    
    
    
    2.97East Haven, CT
    
    
    52,852
    
    
    
    67.3
    %
    
    
    337,814
    
    
    
    9.50Federal Way, WA
    
    
    37,560
    
    
    
    100.0
    %
    
    
    45,000
    
    
    
    1.20Grand Rapids, MI
    
    
    10,880
    
    
    
    100.0
    %
    
    
    378,071
    
    
    
    34.75Huntsville, AL
    
    
    104,000
    
    
    
    100.0
    %
    
    
    244,400
    
    
    
    2.35Independence, MO
    
    
    134,634
    
    
    
    96.3
    %
    
    
    365,334
    
    
    
    2.87Kalamazoo, MI
    
    
    120,958
    
    
    
    100.0
    %
    
    
    570,244
    
    
    
    4.71Lake Mary, FL
    
    
    107,400
    
    
    
    100.0
    %
    
    
    859,200
    
    
    
    8.00Lawnside, NJ
    
    
    102,552
    
    
    
    100.0
    %
    
    
    544,634
    
    
    
    5.31Lawndale, CA
    
    
    14,813
    
    
    
    100.0
    %
    
    
    324,024
    
    
    
    21.87Marquette, MI
    
    
    248,256
    
    
    
    94.3
    %
    
    
    1,228,815
    
    
    
    5.25Maryville, MO
    
    
    35,099
    
    
    
    84.2
    %
    
    
    80,949
    
    
    
    2.74North Augusta, SC
    
    
    109,134
    
    
    
    100.0
    %
    
    
    421,100
    
    
    
    3.86O Fallon, MO
    
    
    91,061
    
    
    
    97.8
    %
    
    
    344,354
    
    
    
    3.87Oak Lawn, IL
    
    
    159,233
    
    
    
    100.0
    %
    
    
    895,270
    
    
    
    5.62Philadelphia, PA
    
    
    128,006
    
    
    
    100.0
    %
    
    
    556,500
    
    
    
    4.35Painesville, OH
    
    
    10,125
    
    
    
    100.0
    %
    
    
    178,091
    
    
    
    17.59Rockville, MD (d)
    
    
    10,880
    
    
    
    100.0
    %
    
    
    521,718
    
    
    
    58.47San Jose, CA (e)
    
    
    249,832
    
    
    
    100.0
    %
    
    
    2,781,357
    
    
    
    46.58Seven Hills, OH
    
    
    121,677
    
    
    
    100.0
    %
    
    
    318,595
    
    
    
    2.62Taylorville, IL
    
    
    43,127
    
    
    
    35.2
    %
    
    
    110,119
    
    
    
    7.26Urbana, IL
    
    
    55,531
    
    
    
    16.3
    %
    
    
    58,038
    
    
    
    6.40Waverly, OH
    
    
    8,834
    
    
    
    100.0
    %
    
    
    72,589
    
    
    
    8.22Wheelersburg, OH
    
    
    7,662
    
    
    
    100.0
    %
    
    
    72,000
    
    
    
    9.40Yazoo City, MS
    
    
    81,312
    
    
    
    79.9
    %
    
    
    230,387
    
    
    
    3.54
 
 (a)
    
    Gross Leaseable Area.(b)
    
    Based on leases in effect as of December 31, 2007.(c)
    
    Based on occupied space.(d)
    
    NPAMLP owns an 82% interest in this property. Minimum rent amounts reflects percent ownership.(e)
    
    NPAMLP owns a 23.9% tenant-in-common interest in this property. Minimum rent amounts reflects
percent ownership. 7




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##### 



Schedule 1, Continued
 Description of Property Tenant Information
 Major Tenant Information
 Property
    
    
    
    
    
    Annual
    
    LeaseLocation
    
    Major Tenant Name
    
    GLA (a)
    
    Rent
    
    Expiration
    
    OptionsCottage Grove, MN
    
    Rainbow Foods
    
    
    70,130
    
    
    $
    606,624
    
    
    
    07/11/16
    
    
    
    6 / 5 YRDunmore, PA
    
    Price Chopper
    
    
    26,475
    
    
    
    78,696
    
    
    
    11/30/10
    
    
    
    2 / 5 YREast Haven, CT
    
    AutoZone
    
    
    9,700
    
    
    
    128,525
    
    
    
    02/28/13
    
    
    
    1 / 5 YRFederal Way, WA
    
    Safeway
    
    
    37,560
    
    
    
    45,000
    
    
    
    10/31/08
    
    
    
    5 / 5 YRGrand Rapids, MI
    
    CVS
    
    
    10,880
    
    
    
    378,071
    
    
    
    01/31/24
    
    
    
    10 / 5 YRHuntsville, AL
    
    Kmart
    
    
    104,000
    
    
    
    244,400
    
    
    
    11/30/10
    
    
    
    4 / 5 YRIndependence, MO
    
    Kmart
    
    
    116,799
    
    
    
    308,634
    
    
    
    03/31/10
    
    
    
    5 / 5 YRKalamazoo, MI
    
    Kmart
    
    
    84,180
    
    
    
    248,770
    
    
    
    02/28/10
    
    
    
    8 / 5 YRLake Mary, FL
    
    Gander Mountain Sports
    
    
    107,400
    
    
    
    859,200
    
    
    
    05/31/21
    
    
    
    4 / 5 YRLawnside, NJ
    
    Sears
    
    
    102,552
    
    
    
    544,634
    
    
    
    09/30/25
    
    
    
    10 / 5 YRLawndale, CA
    
    CVS
    
    
    14,813
    
    
    
    324,024
    
    
    
    05/31/13
    
    
    
    10 / 5 YRMarquette, MI
    
    Kohls Department Stores, Inc.
    
    
    85,480
    
    
    
    170,960
    
    
    
    11/30/24
    
    
    
    9 / 5 YRYounkers
    
    
    44,068
    
    
    
    92,543
    
    
    
    10/22/11
    
    
    
    NoneJ.C. Penney
    
    
    33,996
    
    
    
    118,286
    
    
    
    08/31/09
    
    
    
    4 / 5 YRMaryville, MO
    
    J.C. Penney
    
    
    22,060
    
    
    
    65,502
    
    
    
    10/31/11
    
    
    
    1 / 5 YRNorth Augusta, SC
    
    Riverfront Antique Mall
    
    
    103,964
    
    
    
    421,100
    
    
    Various
    
    
    
    NoneO Fallon, MO
    
    Kmart
    
    
    83,061
    
    
    
    279,415
    
    
    
    11/30/10
    
    
    
    9 / 5 YROak Lawn, IL
    
    Home Depot
    
    
    104,622
    
    
    
    480,000
    
    
    
    01/31/28
    
    
    
    5 / 5 YRJewel Foods
    
    
    58,575
    
    
    
    415,270
    
    
    
    01/03/09
    
    
    
    2 / 5 YRPhiladelphia, PA
    
    Kmart
    
    
    91,033
    
    
    
    388,500
    
    
    
    03/31/10
    
    
    
    9 / 5 YRSupremo Foods
    
    
    36,973
    
    
    
    168,000
    
    
    
    06/30/35
    
    
    
    NonePainesville, OH
    
    CVS
    
    
    10,125
    
    
    
    178,091
    
    
    
    01/31/19
    
    
    
    6 / 5 YRRockville, MD (b)
    
    CVS
    
    
    10,880
    
    
    
    521,718
    
    
    
    01/31/24
    
    
    
    10 / 5 YRSan Jose, CA (c)
    
    Sun Microsystems
    
    
    249,832
    
    
    
    2,781,357
    
    
    
    05/11/13
    
    
    
    2 / 5 YRSeven Hills, OH
    
    Kmart
    
    
    121,677
    
    
    
    318,595
    
    
    
    08/31/12
    
    
    
    7 / 5 YRTaylorville, IL
    
    CVS
    
    
    10,069
    
    
    
    81,319
    
    
    
    03/31/10
    
    
    
    4 / 5 YRUrbana, IL
    
    Dollar General
    
    
    6,264
    
    
    
    39,000
    
    
    
    10/31/12
    
    
    
    NoneWaverly, OH
    
    None
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWheelersburg, OH
    
    Grandview Retail Stores
    
    
    7,662
    
    
    
    72,000
    
    
    
    11/30/08
    
    
    
    NoneYazoo City, MS
    
    Supervalu
    
    
    20,000
    
    
    
    45,000
    
    
    
    04/30/10
    
    
    
    1 / 5 YRFamily Dollar Stores
    
    
    10,846
    
    
    
    59,000
    
    
    
    06/30/08
    
    
    
    6 / 5 YR
 
 (a)
    
    Gross Leaseable Area(b)
    
    NPAMLP owns an 82% interest in this property. Minimum rent amounts reflects percent ownership.(c)
    
    NPAMLP owns a 23.9% tenant-in-common interest in this property. Minimum rent amounts reflects percent ownership.N/A
    
    - Not Applicable 8




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##### 



Schedule 2
 Tenant Lease Expirations
 2008
    
    
    2009TotalProperty
    
    Total
    
    
    Minimum
    
    
    # of
    
    
    Minimum
    
    
    
    
    
    # of
    
    
    MinimumLocation
    
    GLA (a)
    
    
    Rent (b)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)Cottage Grove, MN
    
    
    114,609
    
    
    $
    935,423
    
    
    
    2
    
    
    $
    123,100
    
    
    
    15,700Dunmore, PA
    
    
    26,475
    
    
    
    78,696East Haven, CT
    
    
    52,852
    
    
    
    337,814
    
    
    
    2
    
    
    
    64,764
    
    
    
    10,800
    
    
    
    2
    
    
    
    100,000
    
    
    
    8,202Federal Way, WA
    
    
    37,560
    
    
    
    45,000
    
    
    
    1
    
    
    
    45,000
    
    
    
    37,560Grand Rapids, MI
    
    
    10,880
    
    
    
    378,071Huntsville, AL
    
    
    104,000
    
    
    
    244,400Independence, MO
    
    
    134,634
    
    
    
    365,334
    
    
    
    1
    
    
    
    9,000
    
    
    
    1,200
    
    
    
    1
    
    
    
    12,900
    
    
    
    1,800Kalamazoo, MI
    
    
    120,958
    
    
    
    570,244
    
    
    
    1
    
    
    
    103,983
    
    
    
    12,603Lake Mary, FL
    
    
    107,400
    
    
    
    859,200Lawnside, NJ
    
    
    102,552
    
    
    
    544,634Lawndale, CA
    
    
    14,813
    
    
    
    324,024Marquette, MI
    
    
    248,256
    
    
    
    1,228,815
    
    
    
    5
    
    
    
    119,686
    
    
    
    8,432
    
    
    
    5
    
    
    
    231,518
    
    
    
    43,935Maryville, MO
    
    
    35,099
    
    
    
    80,949
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    10,008
    
    
    
    2,450North Augusta, SC
    
    
    109,134
    
    
    
    421,100O Fallon, MO
    
    
    91,061
    
    
    
    344,354Oak Lawn, IL
    
    
    159,233
    
    
    
    895,270
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    415,270
    
    
    
    58,575Philadelphia, PA
    
    
    128,006
    
    
    
    556,500Painesville, OH
    
    
    10,125
    
    
    
    178,091Rockville, MD
    
    
    10,880
    
    
    
    521,718San Jose, CA
    
    
    249,832
    
    
    
    2,781,357Seven Hills, OH
    
    
    121,677
    
    
    
    318,595Taylorville, IL
    
    
    43,127
    
    
    
    110,119
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    13,800
    
    
    
    2,100Urbana, IL
    
    
    55,531
    
    
    
    58,038
    
    
    
    2
    
    
    
    19,038
    
    
    
    2,800Waverly, OH
    
    
    8,834
    
    
    
    7,909
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    31,500
    
    
    
    4,000Wheelersburg, OH
    
    
    7,662
    
    
    
    72,589
    
    
    
    1
    
    
    
    72,000
    
    
    
    7,662Yazoo City, MS
    
    
    81,312
    
    
    
    230,387
    
    
    
    2
    
    
    
    71,750
    
    
    
    13,846
    
    
    
    1
    
    
    
    31,200
    
    
    
    9,600Totals
    
    
    2,186,502
    
    
    $
    12,552,722
    
    
    
    17
    
    
    $
    628,321
    
    
    
    110,603
    
    
    
    14
    
    
    $
    846,196
    
    
    
    130,662Annual % to Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.0
    %
    
    
    5.1
    %
    
    
    
    
    
    
    6.7
    %
    
    
    6.0
    %Cumulative %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.0
    %
    
    
    5.1
    %
    
    
    
    
    
    
    11.7
    %
    
    
    11.1
    %
 
 (a)
    
    Gross Leasable Area.(b)
    
    Based on leases in effect as of December 31, 2007. 9




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##### 



Schedule 2, Continued
 Tenant Lease Expirations
 2010
    
    
    2011TotalProperty
    
    Total
    
    
    Minimum
    
    
    # of
    
    
    Minimum
    
    
    
    
    
    # of
    
    
    MinimumLocation
    
    GLA (a)
    
    
    Rent (b)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)Cottage Grove, MN
    
    
    114,609
    
    
    $
    935,423
    
    
    
    1
    
    
    $
    43,313
    
    
    
    6,075Dunmore, PA
    
    
    26,475
    
    
    
    78,696
    
    
    
    1
    
    
    
    78,696
    
    
    
    26,475East Haven, CT
    
    
    52,852
    
    
    
    337,814
    
    
    
    1
    
    
    
    44,525
    
    
    
    6,850Federal Way, WA
    
    
    37,560
    
    
    
    45,000Grand Rapids, MI
    
    
    10,880
    
    
    
    378,071Huntsville, AL
    
    
    104,000
    
    
    
    244,400
    
    
    
    1
    
    
    
    244,400
    
    
    
    104,000Independence, MO
    
    
    134,634
    
    
    
    365,334
    
    
    
    2
    
    
    
    344,634
    
    
    
    126,639Kalamazoo, MI
    
    
    120,958
    
    
    
    570,244
    
    
    
    1
    
    
    
    248,770
    
    
    
    84,180Lake Mary, FL
    
    
    107,400
    
    
    
    859,200Lawnside, NJ
    
    
    102,552
    
    
    
    544,634Lawndale, CA
    
    
    14,813
    
    
    
    324,024Marquette, MI
    
    
    248,256
    
    
    
    1,228,815
    
    
    
    5
    
    
    
    158,764
    
    
    
    9,543
    
    
    
    4
    
    
    
    214,332
    
    
    
    59,729Maryville, MO
    
    
    35,099
    
    
    
    80,949
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    80,937
    
    
    
    27,104North Augusta, SC
    
    
    109,134
    
    
    
    421,100O Fallon, MO
    
    
    91,061
    
    
    
    344,354
    
    
    
    1
    
    
    
    279,415
    
    
    
    83,061
    
    
    
    1
    
    
    
    34,939
    
    
    
    3,000Oak Lawn, IL
    
    
    159,233
    
    
    
    895,270Philadelphia, PA
    
    
    128,006
    
    
    
    556,500
    
    
    
    1
    
    
    
    388,500
    
    
    
    91,033Painesville, OH
    
    
    10,125
    
    
    
    178,091Rockville, MD
    
    
    10,880
    
    
    
    521,718San Jose, CA
    
    
    249,832
    
    
    
    2,781,357Seven Hills, OH
    
    
    121,677
    
    
    
    318,595Taylorville, IL
    
    
    43,127
    
    
    
    110,119
    
    
    
    1
    
    
    
    81,319
    
    
    
    10,069Urbana, IL
    
    
    55,531
    
    
    
    58,038Waverly, OH
    
    
    8,834
    
    
    
    70,909
    
    
    
    1
    
    
    
    41,089
    
    
    
    4,834Wheelersburg, OH
    
    
    7,662
    
    
    
    72,000Yazoo City, MS
    
    
    81,312
    
    
    
    230,387
    
    
    
    2
    
    
    
    114,400
    
    
    
    40,116Totals
    
    
    2,186,502
    
    
    $
    12,552,722
    
    
    
    18
    
    
    $
    2,067,825
    
    
    
    592,875
    
    
    
    7
    
    
    $
    330,208
    
    
    
    89,833Annual % to Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.5
    %
    
    
    27.1
    %
    
    
    
    
    
    
    2.6
    %
    
    
    4.1
    %Cumulative %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28.2
    %
    
    
    38.2
    %
    
    
    
    
    
    
    30.8
    %
    
    
    42.3
    %
 
 (a)
    
    Gross Leasable Area.(b)
    
    Based on leases in effect as of December 31, 2007. 10




---



##### 



Schedule 2, Continued
 Tenant Lease Expirations
 2012TotalProperty
    
    Total
    
    
    Minimum
    
    
    # of
    
    
    MinimumLocation
    
    GLA (a)
    
    
    Rent (b)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)Cottage Grove, MN
    
    
    114,609
    
    
    $
    935,423Dunmore, PA
    
    
    26,475
    
    
    
    78,696East Haven, CT
    
    
    52,852
    
    
    
    337,814Federal Way, WA
    
    
    37,560
    
    
    
    45,000Grand Rapids, MI
    
    
    10,880
    
    
    
    378,071Huntsville, AL
    
    
    104,000
    
    
    
    244,400Independence, MO
    
    
    134,634
    
    
    
    365,334Kalamazoo, MI
    
    
    120,958
    
    
    
    570,244Lake Mary, FL
    
    
    107,400
    
    
    
    859,200Lawnside, NJ
    
    
    102,552
    
    
    
    544,634Lawndale, CA
    
    
    14,813
    
    
    
    324,024Marquette, MI
    
    
    248,256
    
    
    
    1,228,815
    
    
    
    6
    
    
    $
    143,874
    
    
    
    8,769Maryville, MO
    
    
    35,099
    
    
    
    80,949North Augusta, SC
    
    
    109,134
    
    
    
    421,100O Fallon, MO
    
    
    91,061
    
    
    
    344,354Oak Lawn, IL
    
    
    159,233
    
    
    
    895,270Philadelphia, PA
    
    
    128,006
    
    
    
    556,500Painesville, OH
    
    
    10,125
    
    
    
    178,091Rockville, MD
    
    
    10,880
    
    
    
    521,718San Jose, CA
    
    
    249,832
    
    
    
    2,781,357Seven Hills, OH
    
    
    121,677
    
    
    
    318,595
    
    
    
    1
    
    
    
    318,595
    
    
    
    121,677Taylorville, IL
    
    
    43,127
    
    
    
    110,119Urbana, IL
    
    
    55,531
    
    
    
    58,038
    
    
    
    1
    
    
    
    39,000
    
    
    
    6,264Waverly, OH
    
    
    8,834
    
    
    
    70,909Wheelersburg, OH
    
    
    7,662
    
    
    
    72,000Yazoo City, MS
    
    
    81,312
    
    
    
    230,387
    
    
    
    1
    
    
    
    7,037
    
    
    
    1,445Totals
    
    
    2,186,502
    
    
    $
    12,552,722
    
    
    
    9
    
    
    $
    508,506
    
    
    
    138,155Annual % to Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.1
    %
    
    
    6.3
    %Cumulative %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34.9
    %
    
    
    48.6
    %
 
 (a)
    
    Gross Leasable Area.(b)
    
    Based on leases in effect as of December 31, 2007. 11




---



##### 



Schedule 3
 Third Party Underlying Obligations
 PrincipalProperty
    
    
    
    Mortgage
    
    Interest
    
    Balance atLocation
    
    Mortgagee(s)
    
    Type
    
    Rate
    
    12/31/07Cottage Grove, MN
    
    IDS Life Insurance
    
    1st
    
    
    5.55
    %
    
    
    4,156,908Dunmore, PA
    
    NONEEast Haven, CT
    
    NONEFederal Way, WA
    
    NONEGrand Rapids, MI
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    7.77
    %
    
    
    2,561,423Huntington, WV
    
    NONEHuntsville, AL
    
    NONEIndependence, MO
    
    NONEKalamazoo, MI
    
    NONELake Mary, FL
    
    Citigroup Capital Markets Group
    
    1st
    
    
    5.67
    %
    
    
    5,598,677Lawndale, CA
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    6.04
    %
    
    
    3,852,144Lawnside, NJ
    
    Wachovia Securities
    
    1st
    
    
    8.71
    %
    
    
    4,254,853Marquette, MI
    
    Union Labor Life Insurance Co.
    
    1st
    
    
    7.50
    %
    
    
    4,677,562Maryville, MO
    
    NONENorth Augusta, SC
    
    NONEO Fallon, MO
    
    NONEOak Lawn, IL
    
    American Express Financial Corp.
    
    1st
    
    
    5.00
    %
    
    
    411,032Painesville, OH
    
    Credit Suisse First Boston
    
    1st
    
    
    6.48
    %
    
    
    1,507,501Philadelphia, PA
    
    Kin Properties
    
    1st
    
    
    9.25
    %
    
    
    844,935Rockville, MD (a)
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    7.77
    %
    
    
    3,534,633San Jose, CA (b)
    
    Lehman Ali Inc.
    
    1st
    
    
    8.14
    %
    
    
    22,167,915Seven Hills, OH
    
    B & K Properties
    
    1st
    
    
    9.75
    %
    
    
    1,055,565Taylorville, IL
    
    NONEUrbana, IL
    
    NONEWaverly, OH
    
    NONEWheelersburg, OH
    
    NONEYazoo City, MS
    
    NONE
 
 (a)
    
    NPAMLP owns an 82% interest in the property. Loan balance reflects percentage ownership.(b)
    
    NPAMLP owns a 23.9% tenant-in-common interest in this property. Loan balance reflects percentage ownership. 12




---



##### 



Schedule 3, Continued
 Third Party Underlying Obligations
 OwnershipAnnual
    
    InterestProperty
    
    
    
    Mortgage
    
    Debt
    
    Fee/Location
    
    Mortgagee(s)
    
    Type
    
    Service
    
    LeaseholdCottage Grove, MN
    
    IDS Life Insurance
    
    1st
    
    
    364,697
    
    
    FeeDunmore, PA
    
    NONE
    
    
    
    
    
    
    
    
    
    LeaseholdEast Haven, Ct
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeFederal Way, WA
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeGrand Rapids, MI
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    378,071
    
    
    FeeHuntington, WV
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeHuntsville, AL
    
    NONE
    
    
    
    
    
    
    
    
    
    LeaseholdIndependence, MO
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeKalamazoo, MI
    
    NONE
    
    
    
    
    
    
    
    
    
    LeaseholdLake Mary, FL
    
    Citigroup Capital Markets Group
    
    1st
    
    
    444,708
    
    
    FeeLawndale, CA
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    324,000
    
    
    LeaseholdLawnside, NJ
    
    Wachovia Securities
    
    1st
    
    
    496,522
    
    
    FeeMarquette, MI
    
    Union Labor Life Insurance Co.
    
    1st
    
    
    602,712
    
    
    LeaseholdMaryville, MO
    
    NONE
    
    
    
    
    
    
    
    
    
    LeaseholdNorth Augusta, SC
    
    NONE
    
    
    
    
    
    
    
    
    
    LeaseholdO Fallon, MO
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeOak Lawn, IL
    
    American Express Financial Corp.
    
    1st
    
    
    422,249
    
    
    LeaseholdPainesville, OH
    
    Credit Suisse First Boston
    
    1st
    
    
    178,080
    
    
    FeePhiladelphia, PA
    
    Kin Properties
    
    1st
    
    
    395,220
    
    
    LeaseholdRockville, MD (a)
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    521,718
    
    
    FeeSan Jose, CA (b)
    
    Lehman Ali Inc.
    
    1st
    
    
    2,781,357
    
    
    FeeSeven Hills, OH
    
    B & K Properties
    
    1st
    
    
    263,917
    
    
    LeaseholdTaylorville, IL
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeUrbana, IL
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeWaverly, OH
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeWheelersburg, OH
    
    NONE
    
    
    
    
    
    
    
    
    
    FeeYazoo City, MS
    
    NONE
    
    
    
    
    
    
    
    
    
    Fee
 
 (a)
    
    NPAMLP owns an 82% interest in the property. Loan balance and annual debt
service reflect percent ownership.(b)
    
    NPAMLP owns a 23.9% Tenant in Common interest in this property. Loan
balance and annual debt service reflect percent ownership. 
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  13




---



##### 



PART II
 
 Item 5.
    
    Market For Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities
 
 I. No Trading Market
    
 II. Distributions of Cash Flow From Operations
   
 III. Proceeds of Sales Distributions
    
 IV. Certain Income Tax Considerations
 A. Recognition of Gain
  14




---



##### 



B. Treatment of Distributions by NPAMLP
   C. Operating Income (Loss) of NPAMLP
   
 V. Other
  15




---



##### 



Item 6.
    
    Selected Financial Data
  
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
  
 I. Liquidity and Capital Resources
 A. General
  B. Third Party Debt Service
  C. Working Capital
   D. Loan Obligations
  16




---



##### 



E. Capital Requirements
         F. Tenant Improvements
  
 II. Critical Accounting Policies
  .
 17




---



##### 



,
    
 III. Results of Operations
 A. Property Dispositions and Acquisitions During Fiscal 2007
    18




---



##### 



B. Property Dispositions and Acquisitions During Fiscal 2006
     19




---



##### 



C. Full Fiscal Years
  2007
    
    2006Beginning of year
    
    
    26
    
    
    
    29Properties acquired
    
    
    1
    
    
    
    1Properties disposed
    
    
    (1
    )
    
    
    (4
    )End of year
    
    
    26
    
    
    
    26
   2007
    
    
    2006Income:Rental income
    
    $
    10,169
    
    
    $
    10,832Other charges to tenants
    
    
    3,309
    
    
    
    2,931Interest income
    
    
    143
    
    
    
    129Total income
    
    
    13,621
    
    
    
    13,892Operating expenses:Interest expense
    
    
    9,005
    
    
    
    10,760Other operating expenses
    
    
    6,395
    
    
    
    5,878Depreciation and amortization
    
    
    3,678
    
    
    
    3,627Total operating expense
    
    
    19,078
    
    
    
    20,265Operating loss
    
    $
    (5,457
    )
    
    $
    (6,373
    )
  20




---



##### 



IV. Tabular Disclosure of Contractual Obligations
  
 V. Indebtedness Secured by the Properties
     A. Third Party Underlying Obligations
  B. The Second Mortgages and Notes
  21




---



##### 



C. The Wrap Mortgages
      22




---



##### 



D. Future Interest Agreement
   23




---



##### 



Item 7(a).
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8.
    
    Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A (T): Controls and Procedures
  24




---



##### 



Item 9(B). Other Information
 None
 25




---



##### 



PART III
 
 Item 10.
    
    Directors and Executive Officers of the Registrant
 
 I. Summary
       
 II. Code of Ethics
  
 III. Audit Committee Financial Expert
  
 Item 11.
    
    Executive Compensation
 I. General
  26




---



##### 



II. Payments Discussion and Analysis
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 NAME & ADDRESS OF
    

AMOUNT AND NATURE OFTITLE OF CLASS
    
    BENEFICIAL OWNER
    
    BENEFICIAL OWNERSHIP
    
    % OF CLASSUnits of Limited
Partnership Interest
    
    Robert McKinney 

230 S. Broad Street 

Philadelphia, PA 19102
    
    1,000 Units
    

    1.0%
 
 Item 13.
    
    Certain Relationships and Related Transactions, Director Independence
 
 I. Compensation and Fees
  Person ReceivingPayments
    
    Type of Payments
    
    Estimated Amount of PaymentsOrganizational PhaseEquity General Partner
    
    
    
    1% general
partners interest
in NPAMLP.Operational PhaseEquity General Partner
    
    General Partners share
of of Cash Flow from
Operations.
    
    On an annual basis,
1% of Cash Flow
from Operations.
Actual amounts will
depend upon future
operations and are
not now
determinable.EBL&S Property
Management, Inc.
    
    Property Management Fees.
    
    Annual fee of 5% of
gross operating
revenues derived
from the
Properties. Actual
amounts will depend
upon future
operations and are
not now
determinable. See
II Property
Management by
Affiliate, below.EBL&S Property
    
    Leasing Fees.
    
    For all obtained or
renewed leases, an
amount equal to the
fees customarily
charged in the
geographic area of
leased property.
Actual amounts will
depend upon future
operations and are
not now
determinable. See
II Property
Management by
Affiliate, below.
 27




---



##### 



Person Receiving Payments
    
    Type of Payments
    
    Estimated Amount of PaymentsEquity General Partner
    
    General Partners share
of Profits and Losses
    
    The Equity General
Partner will be
allocated 1% of the
profits and losses
from NPAMLP
operations.Managing General Partner
    
    Reimbursement of Expenses
    
    Actual cost of
goods and services
utilized for or by
NPAMLP, including
certain
administrative
services performed
by the Managing
General Partner.
 Person Receiving Compensation
    
    Type of Compensation
    
    Estimated Amount of CompensationLiquidation PhaseEquity General Partner
    
    General Partners share
of Proceeds of Sales of
the Properties.
    
    The Equity General
Partner will be
allocated 1% of the
Proceeds of the
Sale of the
Properties.E&H Properties
    
    Repayment of
Indebtedness secured by
Second Mortgages.
    
    Actual amounts will
depend on the price
of Properties and
are not now
determinable.
 
 II. Property Management by Affiliate
   
 III. Conflicts of Interest
  28




---



##### 



A. Conflict Regarding Sales and Refinancing
   B. Other Activities of the Affiliates of the General Partners
  C. Competition by NPAMLP with Affiliates of the Managing General Partner for Services of Officers and Employees
  
 IV. Summary of Relationships
  
 V. Related Party Transactions
  29




---



##### 



VI. Director Independence
  30




---



##### 



Item 14.
    
    Principal Accounting Fees and Services
 
 I. Audit Fees
 ,
 
 II. Audit Related Fees
  
 III. Tax Fees
  
 IV. All Other Fees
  
 V. Pre-approval Policies and Procedures
  31




---



##### 



PART IV
 
 Item 15.
    
    Exhibits, Financial Statements and Schedules
 
 I. Documents filed as Part of this Report
 A. Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Combined Financial Statements:Combined Balance Sheets at December 31, 2007 and 2006
    
    
    F-2Combined Statements of Operations and Changes
in Partners Deficit for the years ended
December 31, 2007 and 2006
    
    
    F-3Combined Statements of Cash Flows for the years ended
December 31, 2007 and 2006
    
    
    F-4Notes to Combined Financial Statements
    
    
    F-5Attachments1 Properties Effectively Owned by NPAMLP at
December 31, 2007
    
    
    F-202 Schedules II and III to the Combined Financial
Statements
    
    
    F-21
 B. Exhibits
 Exhibit No.
    
    Description*2.1
    
    Consolidation Agreement by and among the National Property
Analysts Master Limited Partnership (NPAMLP); EBL&S, Inc.
(EBL&S) and Buster, Inc. (Buster).*2.2
    
    Settlement Agreement by and among plaintiffs as a class,
National Property Analysts, Inc. (NPA) and certain
additional defendants in James OBrien, et al. v. National
Property Analysts, Inc., et al. (the Action).*2.3
    
    Judgment and Order Approving the Transaction, the Formation
of the Master Limited Partnership, and the Allocation of
Interests in the Master Limited Partnership entered by the
Court.*3.1
    
    Initial Limited Partnership Agreement of NPAMLP.*3.2
    
    Amended and Restated Limited Partnership Agreement of
NPAMLP.*3.3
    
    Certificate of Limited Partnership of NPAMLP.****3.4
    
    Amendment One to the Amended and Restated Limited
Partnership Agreement of NPAMLP.*10.1
    
    Restructuring and Mortgage Modification Agreement by and
among Main Line Pension Group, L.P. (MLPG), NPAMLP and
National Property Analysts, Inc.
 32




---



##### 



Exhibit No.
    
    Description*10.2
    
    Leasing and Management Agreement by and between EBL&S
Property Management, Inc. and NPAMLP.*10.3
    
    Information Statement Relating to the formation of NPAMLP.*10.4
    
    Proof of Claim and Release and Vote on Consolidation.**10.6
    
    Line of Credit Promissory Note.***10.7
    
    Agreement between NPAMLP, NPAEP and PVPG.***16.1
    
    Letter from replaced accountants (previously filed with
Form 8-K dated May 29, 2002).31.1
    
    Certification of Managing General Partner pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Equity General Partner pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.3
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Managing General Partner pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Equity General Partner pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.3
    
    Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference from Registrants Report on Form 10 filed
July 14, 1994 (0-24816)**
    
    Incorporated by reference from Registrants Report on Form 10-K filed
April 1, 1996 (0-24816).***
    
    Incorporated by reference from Registrants Report on Form 10-K filed
March 31, 2003 (0-24816).****
    
    Incorporated by reference from Registrants Report on Form 10-Q filed
November 11, 2003 (0-24816). 33




---



##### 



SIGNATURES
  NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP(Registrant)By:
    
    EBL&S, Inc., its managing general partnerBy:Edward B. LipkinDirectorDate:
    
    
    
    March 31, 2008By:
    
    Feldman International, Inc., its equity general partnerBy:Robert McKinneyDirectorDate:
    
    
    
    March 31, 2008
  Signature
    
    Capacity
    
    DateDirector of EBL&S, Inc.Edward B. Lipkin
    
    Principal Executive Officer, 

Principal Accounting Officer and

Principal Financial Officer
    
    March 31, 2008Director of Feldman International, Inc.,
    
    March 31, 2008Robert McKinney
    
    registrants equity general partner
 34




---



##### 



NATIONAL PROPERTY ANALYSTS
MASTER LIMITED PARTNERSHIP
(a limited partnership)




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 Table of Contents
 PageReport of Independent Registered Public Accounting Firm
    
    1Combined Balance Sheets, December 31, 2007 and 2006
    
    2Combined Statements of Operations and Changes in Partners
Deficit, Years ended December 31, 2007 and 2006
    
    3Combined Statements of Cash Flows, Years ended
December 31, 2007 and 2006
    
    4Notes to Combined Financial Statements
    
    5




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 1




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Balance Sheets
 December 31, 2007 and 2006
 (in thousands)
 2007
    
    
    2006AssetsRental property, at cost:Land
    
    $
    7,758
    
    
    $
    8,443Buildings
    
    
    108,581
    
    
    
    114,085Tenant-in-common property
    
    
    22,662
    
    
    
    22,662139,001
    
    
    
    145,190Less: accumulated depreciation
    
    
    67,810
    
    
    
    70,760Rental property, net
    
    
    71,191
    
    
    
    74,430Cash and cash equivalents
    
    
    2,128
    
    
    
    1,325Restricted cash
    
    
    204
    
    
    
    241Investment securities available for sale, at market
    
    
    3,253
    
    
    
    1,085Tenant accounts receivable, net of allowance of $30 for
2007 and 2006, respectively
    
    
    111
    
    
    
    235Unbilled rent receivable
    
    
    1,006
    
    
    
    893Accounts receivable and other assets (1)
    
    
    1,840
    
    
    
    1,545Total assets
    
    $
    79,733
    
    
    $
    79,754Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    174,022
    
    
    $
    179,565Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    69,099
    
    
    
    77,431Wraparound mortgages payable less unamortized discount (1)
    
    
    104,923
    
    
    
    102,134Due to NPAEP (1)
    
    
    3,199
    
    
    
    3,237Other borrowings (1)
    
    
    194
    
    
    
    630Accounts payable and other liabilities (1)
    
    
    3,186
    
    
    
    2,829Deferred revenue
    
    
    351
    
    
    
    74Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    113,603
    
    
    
    110,654Partners deficit
    
    
    (33,870
    )
    
    
    (30,900
    )Total liabilities and Partners deficit
    
    $
    79,733
    
    
    $
    79,754
 
 (1)  See Note 3: Related Party Transactions
See accompanying notes to combined financial statements. 2




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Statements of Operations and Changes in Partners Deficit
Years Ended December 31, 2007 and 2006
(in thousands, except per-unit data)
 2007
    
    
    2006Income:Rental income
    
    $
    13,186
    
    
    $
    10,832Other charges to tenants
    
    
    3,309
    
    
    
    2,931Interest and dividend income
    
    
    143
    
    
    
    129Total income
    
    
    16,638
    
    
    
    13,892Operating expenses:Interest expense (1)
    
    
    9,998
    
    
    
    13,118Real estate taxes
    
    
    2,838
    
    
    
    2,592Management fees (1)
    
    
    585
    
    
    
    599Common area maintenance expenses
    
    
    1,546
    
    
    
    1,383Ground rent (1)
    
    
    601
    
    
    
    491Repairs and maintenance
    
    
    331
    
    
    
    318General and administrative (1)
    
    
    614
    
    
    
    495Depreciation
    
    
    3,998
    
    
    
    3,347Amortization
    
    
    157
    
    
    
    280Total operating expenses
    
    
    20,668
    
    
    
    22,623Operating loss
    
    
    (4,030
    )
    
    
    (8,731
    )Other income:Realized gain on investment securities
    
    
    214
    
    
    
    Loss from continuing operations
    
    
    (3,816
    )
    
    
    (8,731
    )Discontinued operations:Income (loss) from operations of discontinued components
    
    
    673
    
    
    
    (2,236
    )Gain on disposition of properties, net (including a loss on early extinguishment of debt of $1,444 and $1,320 in 2007 and 2006, respectively)
    
    
    806
    
    
    
    21,853Write down of rental property
    
    
    (286
    )
    
    
    Net income (loss)
    
    
    (2,623
    )
    
    
    10,886Partners deficit:Beginning of period
    
    
    (30,900
    )
    
    
    (41,972
    )Net change in unrealized (loss) gain on investment securities
    
    
    (347
    )
    
    
    186End of period
    
    $
    (33,870
    )
    
    $
    (30,900
    )Net income (loss) per unit
    
    $
    (26.83
    )
    
    $
    111.36Weighted average units outstanding
    
    
    97,752
    
    
    
    97,752
 
 (1)
    
    See Note 3: Related Party Transactions  3




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Statements of Cash Flows
Years Ended December 31, 2007 and 2006
(in thousands)
 2007
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    (2,623
    )
    
    $
    10,886Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation
    
    
    4,206
    
    
    
    4,140Amortization of discount (1)
    
    
    6,888
    
    
    
    12,535Write down of rental property
    
    
    286
    
    
    
    Net gain on disposition of properties
    
    
    (806
    )
    
    
    (21,853
    )Increase in unbilled rent receivable
    
    
    (113
    )
    
    
    (508
    )Realized gain on investment securities
    
    
    (214
    )
    
    
    Change in assets and liabilities:Decrease (increase) in tenant accounts receivable
    
    
    124
    
    
    
    11(Increase) decrease in other assets (1)
    
    
    (295
    )
    
    
    429Increase (decrease) in accounts payable and other liabilities (1)
    
    
    357
    
    
    
    (192
    )Increase (decrease) in deferred revenue
    
    
    277
    
    
    
    (97
    )Net cash provided by operating activities
    
    
    8,087
    
    
    
    5,351Cash flows from investing activities:Proceeds from disposition of properties
    
    
    7,492
    
    
    
    13,977Acquisition of properties
    
    
    (329
    )
    
    
    (500
    )Improvements to rental property
    
    
    (2,294
    )
    
    
    (486
    )Decrease in restricted cash
    
    
    37
    
    
    
    407Purchase of investment securities
    
    
    (4,104
    )
    
    
    (330
    )Sale of investment securities
    
    
    1,821
    
    
    
    Net cash provided by investing activities
    
    
    2,623
    
    
    
    13,068Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (10,870
    )
    
    
    (18,583
    )Increase in wraparound mortgages
    
    
    1,437
    
    
    
    Decrease in due to NPAEP
    
    
    (38
    )
    
    
    Payments on other borrowings (1)
    
    
    (436
    )
    
    
    Net cash used in financing activities
    
    
    (9,907
    )
    
    
    (18,583
    )(Decrease) increase in cash and cash equivalents
    
    
    803
    
    
    
    (164
    )Cash and cash equivalents:Beginning of period
    
    
    1,325
    
    
    
    1,489End of period
    
    $
    2,128
    
    
    $
    1,325Supplemental disclosure of cash flow information:Cash paid during the year for interest
    
    $
    2,378
    
    
    $
    2,242Supplemental disclosure of non-cash investing and financing activities:Disposition of property for tenant-in-common interest
    
    
    
    
    
    $
    12,759Reduction in wraparound mortgages from
assumption of debt, net of related discount
    
    
    
    
    
    $
    13,923Investment securities issued in lieu of rent
    
    
    
    
    
    $
    66Wraparound mortgages assumed with property acquisition
    
    $
    3,890
    
    
    $
    22,185
 
 (1)
    
    See Note 3: Related Party Transactions.  4




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 
 
 (1)
    
    Formation and Description of Business
 National Property Analysts Master Limited Partnership (NPAMLP), a limited partnership, was
formed effective January 1, 1990. NPAMLP is owned 99% by the limited partners and 1%
collectively by EBL&S, Inc., the managing general partner, and Feldman International, Inc.
(FII), the equity general partner.The properties included in NPAMLP consist primarily of shopping centers and freestanding,
single-tenant retail stores with national retailers as prime tenants. The ownership and
operations of these properties have been combined in NPAMLP pursuant to a consolidation of
properties owned by certain limited partnerships previously sponsored by National Property
Analysts, Inc. and its affiliates (NPA). NPAMLP intends to hold the properties until such
time as it is deemed prudent to dispose of them. The precise timing of disposition of the
properties is at the discretion of the managing general partner. However, in accordance with
the partnership agreement, the partnership will terminate on December 31, 2013.The properties of NPAMLP are owned by twenty separate partnerships and limited liability
companies. Each partnership or limited liability company is a legally distinct entity and
there are no transactions between the various entities. Since each entity is under common
control, the financial statements are presented on a combined basis.The partnership agreement provides for a sharing of cash from the proceeds of sales of
properties. The partnership agreement generally provides that the limited partners of NPAMLP
receive 40% of the net proceeds, if any, from the sale of properties after repayment of the
third-party underlying mortgage obligations once the net proceeds, as defined in the
partnership agreement, from the sale of properties exceed a threshold amount of $45,000 (the
Threshold).Through December 31, 2007, NPAMLP sold properties that generated approximately $35,511 in net
proceeds that
have been applied as a reduction of the Threshold amount. NPAMLP has not distributed any
sales proceeds to its partners since its organization.Additionally, the limited partners of NPAMLP receive 40% of the cash flow, if any, from
operations in excess of debt service requirements and any capital improvements or reserves
considered necessary. The remaining cash
flow, if any, is applied to the wraparound mortgages in payment of accrued interest and then
principal. It is not anticipated that NPAMLP will be in a position to distribute cash flow
to its partners in the foreseeable future.Under the terms of the NPAMLP partnership agreement, the limited partners are entitled to a
99% share of any income or loss and the equity general partner is entitled to a 1% share.LiquidityNPAMLP has working capital as of December 31, 2007 and 2006, of approximately $4,479 and
$1,847, respectively, excluding amounts due to the managing general partner of $2,384 and
$2,186, respectively, and excluding amounts due to NPAEP of $3,199 and $3,237 at December 31,
2007 and 2006, respectively. NPAMLP has $2,128 of unrestricted cash and $2,306 available
under line of credit agreements at December 31, 2007, to meet its short-term obligations.
Through December 31, 2007, NPAMLP has replenished its working capital reserves through the
sale of properties on which the holders of the second mortgage and the wraparound mortgage
have released their liens. In addition, as of December 31, 2007, the managing general
partner has advanced approximately $2,384 to NPAMLP, but may require the repayment of the
advances for its own operational needs.
 5




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (2)
    
    Summary of Significant Accounting Policies
 (a) Rental Property
  Accounting for Investments in Real Estate Ventures
 2007
    
    2006Tenant-in-common property
    
    
    22,662
    
    
    
    22,662Wraparound mortgage payable, net of discount
    
    
    15,883
    
    
    
    16,607
  Accounting for
the Impairment or Disposal of Long-Lived Assets
   (b) Cash and Cash Equivalents
  6




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (c) Restricted Cash
  (d) Accounts Receivable
 .
 (e) Investment Securities
  (f) Discount on Wraparound Mortgage
 , Early
Extinguishment of Debt
 (g) Rental Income
  (h) Income Taxes
  (i) Fair Value of Financial Instruments
 Disclosures About Fair Value of Financial Instruments
 7




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
  (j) Discontinued Operations
 Accounting for the
Impairment or Disposal of Long-Lived Assets
 (k) Forgiveness of Related Party Indebtedness
 Early Extinguishment of
Debt
 (l) Use of Estimates
  m ) Reclassifications
  (n) New pronouncements
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Application of the Two-Class Method under FASB Statement No. 128, Earnings per Share, to
Master Limited Partnerships.
 8




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
  , The Fair Value Option for Financial
Assets and Financial Liabilities
 Fair
Value Measurements , Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification
or Measurement Under Statement 13, Effective Date of FASB Statement No 157. Accounting for Leases
 Accounting for Uncertainty in Income Taxes  an Interpretation of
FASB Statement No. 109
 (3)
    
    Related-Party Transactions
  9




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
   2007
    
    
    2006Property management fees
    
    $
    633
    
    
    $
    733Leasing commissions
    
    
    17
    
    
    
    52Administrative services and legal fees
    
    
    225
    
    
    
    238Total
    
    $
    875
    
    
    $
    1,023
    10




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
    (4)
    
    Tenant Leases
    2008
    
    $
    11,5262009
    
    
    10,7822010
    
    
    9,5682011
    
    
    8,5942012
    
    
    8,254Thereafter
    
    
    41,348Total
    
    $
    90,072
  (5)
    
    Major Tenants
 
 11




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
   (6)
    
    Impairment or Disposal of Long-Lived Assets
 Accounting for the Impairment or Disposal of
Long-Lived Assets.
 Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a Business and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
    12




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
    (7)
    
    Ground Leases / Finance Lease Obligation
    13




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
  2008
    
    $
    1,0032009
    
    
    1,0032010
    
    
    8212011
    
    
    7732012
    
    
    764Thereafter
    
    
    7,177Total
    
    $
    11,541
  (8)
    
    Other Borrowings
   (9)
    
    Wraparound Mortgages
    14




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
    2008
    
    $
    9,8872009
    
    
    9,0092010
    
    
    9,3992011
    
    
    9,7902012
    
    
    11,367
 (10)
    
    Investment Securities Available for Sale
  December 31, 2007Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueCommon stock
    
    $
    3,348
    
    
    $
    
    
    
    $
    95
    
    
    $
    3,253Securities available for sale
    
    $
    3,348
    
    
    $
    
    
    
    $
    95
    
    
    $
    3,253
 December 31, 2006Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueCommon stock
    
    $
    834
    
    
    $
    251
    
    
    $
    
    
    
    $
    1,085Securities available for sale
    
    $
    834
    
    
    $
    251
    
    
    $
    
    
    
    $
    1,085
 15




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (12)
    
    Partners Deficit
  Units
    
    
    Partners DeficitGeneral
    
    
    Limited
    
    
    
    
    
    General
    
    
    LimitedPartners
    
    
    partners
    
    
    Total
    
    
    partners
    
    
    partners
    
    
    TotalJanuary 1, 2006
    
    
    1,000
    
    
    
    96,752
    
    
    
    97,752
    
    
    $
    (421
    )
    
    $
    (41,551
    )
    
    $
    (41,972
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109
    
    
    
    10,777
    
    
    
    10,886Unrealized gain on
investment
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    184
    
    
    
    186December 31, 2006
    
    
    1,000
    
    
    
    96,752
    
    
    
    97,752
    
    
    
    (310
    )
    
    
    (30,590
    )
    
    
    (30,900
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    (2,597
    )
    
    
    (2,623
    )Unrealized loss on
investment
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (344
    )
    
    
    (347
    )December 31, 2007
    
    
    1,000
    
    
    
    96,752
    
    
    
    97,752
    
    
    $
    (339
    )
    
    $
    (33,531
    )
    
    $
    (33,870
    )
 (13)
    
    Commitments and Contingencies
    16




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (14)
    
    Future Interest Agreement
 Debtors Accounting for a Modification or Exchange of Debt Instruments,
    17




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
   (15)
    
    Subsequent Event
  18




---



##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (16)
    
    Summary of Quarterly Results (Unaudited)
  Quarter EndedMarch, 31, 2007
    
    June 30, 2007
    
    September 30, 2007
    
    December 31, 2007Total income
    
    $
    4,090
    
    
    $
    4,182
    
    
    $
    3,769
    
    
    $
    4,597Total operating expenses (1)
    
    
    5,448
    
    
    
    5,848
    
    
    
    4,069
    
    
    
    5,303Operating loss (1)
    
    
    (1,358
    )
    
    
    (1,666
    )
    
    
    (300
    )
    
    
    (706
    )Other income (loss)
    
    
    (1
    )
    
    
    
    
    
    
    146
    
    
    
    69Loss from continuing
operations (1)
    
    
    (1,359
    )
    
    
    (1,666
    )
    
    
    (154
    )
    
    
    (637
    )Income (loss) from
discontinued operations (1)
    
    
    (35
    )
    
    
    1,996
    
    
    
    (957
    )
    
    
    189Net (loss) income (1)
    
    
    (1,394
    )
    
    
    330
    
    
    
    (1,111
    )
    
    
    (448
    )Net (loss) income per unit (1)
    
    $
    (14.26
    )
    
    $
    3.38
    
    
    $
    (11.37
    )
    
    $
    (4.58
    )
 Quarter EndedMarch, 31, 2006
    
    June 30, 2006
    
    September 30, 2006
    
    December 31, 2006Total income
    
    $
    4,127
    
    
    $
    3,098
    
    
    $
    3,025
    
    
    $
    3,642Total operating expenses (1)
    
    
    5,243
    
    
    
    4,954
    
    
    
    4,260
    
    
    
    8,166Operating loss (1)
    
    
    (1,116
    )
    
    
    (1,856
    )
    
    
    (1,235
    )
    
    
    (4,524
    )Loss from continuing
operations (1)
    
    
    (1,116
    )
    
    
    (1,856
    )
    
    
    (1,235
    )
    
    
    (4,524
    )Income (loss) from
discontinued operations (1)
    
    
    (565
    )
    
    
    (215
    )
    
    
    4,210
    
    
    
    16,187Net (loss) income (1)
    
    
    (1,681
    )
    
    
    (2,071
    )
    
    
    2,975
    
    
    
    11,663Net (loss) income per unit (1)
    
    $
    (17.20
    )
    
    $
    (21.19
    )
    
    $
    30.43
    
    
    $
    119.31
 
 (1)
    
    Amounts have been restated from previously filed interim financial reports to reflect the
results of discontinued operations occurring subsequent to the filing date. 19