Back to GetFilings.com






FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2002

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 0-26048


WNC HOUSING TAX CREDITS FUND IV, L.P.Series 1

California 33-0563307
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

(714) 662-5565

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes__X_ No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

1



aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant.

INAPPLICABLE


DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

NONE







2




PART I.

Item 1. Business

Organization

WNC Housing Tax Credit Fund IV, L.P., Series 1 (the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on May 4, 1993. The Partnership was formed to acquire limited partnership
interests in limited partnerships or limited liability companies ("Local Limited
Partnerships") which own multifamily housing complexes that are eligible for
low-income housing federal and, in certain cases, California income tax credits
("Low Income Housing Credits").

The general partner of the Partnership is WNC Tax Credit Partners IV, L.P. ("TCP
IV"). The general partner of TCP IV is WNC & Associates, Inc. ("Associates").
Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns 93.65% of the
outstanding stock of Associates. Wilfred N. Cooper, Jr., President of
Associates, owns 3.01% of the outstanding stock of Associates. The business of
the Partnership is conducted primarily through Associates as neither TCP IV nor
the Partnership have employees of their own.

Pursuant to a registration statement filed with the Securities and Exchange
Commission, on October 20, 1993, the Partnership commenced a public offering of
10,000 Units of Limited Partnership Interest ("Units"), at a price of $1,000 per
Unit. The Partnership's offering terminated on July 19, 1994. A total of 10,000
Limited Partnership Interests representing $10,000,000 had been sold. Holders of
Limited Partnership Interests are referred to herein as "Limited Partners."

Description of Business

The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the"Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen-year compliance period (the"Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.

In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by Supplements thereto (the "Partnership Agreement"),
will be able to be accomplished promptly at the end of the 15-year period. If a
Local Limited Partnership is unable to sell its Housing Complex, it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General Partner believes to be in the best interest of the Local Limited
Partnership. Notwithstanding the preceding, circumstances beyond the control of
the General Partner or the Local General Partners may occur during the
Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Credits.

3



As of March 31, 2002, the Partnership had invested in twenty-one Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness. If a Local Limited Partnership does not make its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits. As a limited partner or non-managing member of
the Local Limited Partnerships, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships, and will rely
totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters, which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.

As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.

Item 2. Properties

Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the twenty-one Housing Complexes as the dates and for the
periods indicated:

4



PAGE>






------------------------- ------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- ------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
In Local Limited Investment Number Housing Limited
Partnership Name Location General Partner Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Alpine Manor, Alpine, 1600 Capital Company,
L.P. Texas Inc. $ 195,000 $ 195,000 36 100% $ 394,000 $ 909,000

Baycity Village Green Companies
Apartments, Limited Baytown, Development
Partnership Texas Group, Inc. 301,000 301,000 62 97% 629,000 1,455,000

Beckwood Manor Seven Marianna, Phillips Development
Limited Partnership Arkansas Corporation 307,000 307,000 42 98% 636,000 1,383,000

Briscoe Manor Limited Galena, McKnight &
Partnership Maryland Decoster, Inc. 308,000 308,000 31 100% 648,000 1,481,000

Evergreen
Four Limited Maynard, Phillips Development
Partnership Arkansas Corporation 195,000 195,000 24 88% 402,000 865,000

Fawn Haven Limited Manchester, Georg E. Maharg and
Partnership Ohio Maharg Realty, Inc. 167,000 167,000 28 96% 376,000 851,000

Fort Stockton Ft.Stockton, 1600 Capital
Manor, L.P. Texas Company,Inc. 224,000 224,000 36 100% 453,000 1,046,000

Hidden
Valley Limited Gallup, New Alan Deke
Partnership Mexico Noftsker 412,000 412,000 40 100% 801,000 1,477,000

HOI Limited North
Partnership Of Lenoir, Housing Opportunities,
Lenoir Carolina Inc. 198,000 198,000 34 100% 400,000 539,000

Indian Creek Limited Bucyrus, Georg E.
Partnership Ohio Maharg 306,000 306,000 48 85% 637,000 1,462,000

Laurel San Luis San Luis Obispo
Creek Obispo, Non-Profit
Apartments California Housing Corp. 1,030,000 1,030,000 24 100% 2,103,000 611,000

Madisonville
Manor Senior
Citizens Madisonville,
Complex, Ltd. Texas Jean Johnson 174,000 174,000 32 91% 375,000 898,000



5









------------------------- ------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- ------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
In Local Limited Investment Number Housing Limited
Partnership Name Location General Partner Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Mt. Graham Safford, Rural Housing,
Housing, Ltd. Arizona Inc. 410,000 410,000 40 93% 788,000 1,400,000

Northside Plaza Angleton, Jean
Apartments, Ltd. Texas Johnson 282,000 282,000 48 96% 607,000 1,354,000

Pampa Manor, Pampa, 1600 Capital
L.P. Texas Company,Inc. 180,000 180,000 32 91% 363,000 841,000

Community Housing
Assistance Program,
Regency Inc., a California
Court Monrovia, Nonprofit
Partners California Corporation 1,692,000 1,690,000 115 100% 3,293,000 5,088,000

Sandpiper Square, a
Limited North Aulander, I. Norwood
Partnership Carolina Stone 219,000 219,000 24 92% 433,000 942,000

Seneca Falls East Seneca David R. Bacon
Apartments Falls, New and Frank
Company II, L.P. York Salvatore 270,000 270,000 32 100% 360,000 888,000

Vernon Manor, Vernon, 1600 Capital Company,
L.P. Texas Inc. 177,000 177,000 28 96% 325,000 748,000

Thomas E. Connelly, Jr.,
Calhoun TEC Rental Properties
Waterford Place, Falls, Inc., Warren H.
a Limited South Abernathy, II and Solid
Partnership Carolina South, Inc. 272,000 272,000 32 100% 549,000 1,174,000

Yantis Housing, Yantis, Charles
Ltd. Texas Cannon Jr. 145,000 145,000 24 92% 287,000 625,000
----------- ------------ ---- ----- ------------ ------------
$ 7,464,000 $ 7,462,000 812 96% $ 14,859,000 $ 26,037,000
=========== ============ === ===== =========== ============

6





-----------------------------------------------------------------------
For the year ended December 31, 2001
-----------------------------------------------------------------------
Low Income Housing
Credits Allocated
Partnership Name Rental Income Net Loss to Partnership
- --------------------------------------------------------------------------------------------------------------------

Alpine Manor, L.P. $ 113,000 $ (19,000) 99%

Baycity Village Apartments, Limited
Partnership 248,000 (51,000) 99%

Beckwood Manor Seven Limited Partnership 148,000 (75,000) 95%

Briscoe Manor Limited Partnership 174,000 (64,000) 99%

Evergreen Four Limited Partnership 89,000 (37,000) 95%

Fawn Haven Limited Partnership 84,000 (24,000) 99%

Fort Stockton Manor, L.P. 123,000 (14,000) 99%

Hidden Valley Limited Partnership 176,000 (18,000) 99%

HOI Limited Partnership Of Lenoir 142,000 (26,000) 99%

Indian Creek Limited Partnership 145,000 (33,000) 99%

Laurel Creek Apartments 180,000 (4,000) 99%

Madisonville Manor Senior Citizens
Complex, Ltd. 104,000 (12,000) 99%

Mt. Graham Housing, Ltd. 138,000 (69,000) 99%

Northside Plaza Apartments, Ltd. 151,000 (30,000) 99%

Pampa Manor, L.P. 94,000 (27,000) 99%

Regency Court Partners 657,000 (162,000) 99%

Sandpiper Square, a Limited Partnership 99,000 (17,000) 99%

Seneca Falls East Apartments Company
II, L.P. 144,000 (27,000) 99.98%

Vernon Manor, L.P. 92,000 (4,000) 99%

Waterford Place, a Limited Partnership 125,000 (50,000) 99%

Yantis Housing, Ltd. 73,000 (26,000) 99%
----------- ------------
$ 3,299,000 $ (789,000)
=========== ============

7


Item 3. Legal Proceedings

NONE.

Item 4. Submission of Matters to a Vote of Security Holders

NONE.

PART II.
- --------

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Item 5a.

(a) The Units are not traded on a public exchange but were sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.

(b) At March 31, 2002, there were 732 Limited Partners.

(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships.

(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2002.

Item 5b.

NOT APPLICABLE

Item 6. Selected Financial Data

Selected balance sheet information for the Partnership is as follows:



March 31 December 31
-------------------------------------------------- ------------------------
2002 2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- ----------- -----------

ASSETS

Cash and cash equivalents $ 277,292 $ 312,214 $ 310,214 $ 341,350 $ 389,536 $ 778,448
Investments in limited
partnerships, net 2,234,002 2,823,846 3,538,899 4,298,485 4,495,621 4,976,247
Due from affiliate - 18,407 - - -
Other assets - - - - 3,000
----------- ----------- ----------- ----------- ----------- -----------
$ 2,511,294 $ 3,136,060 $ 3,867,520 $ 4,639,835 $ 4,885,157 $ 5,757,695
=========== =========== =========== =========== =========== ===========
LIABILITIES
Payables to limited $
partnerships $ 2,303 2,303 $ 2,303 $ 25,301 $ 25,301 $ 84,303
Accrued fees and expenses
due to general partner
and affiliates 134,569 115,667 104,593 80,940 106,500 65,235

PARTNERS' EQUITY 2,374,422 3,018,090 3,760,624 4,533,594 4,753,356 5,608,157
----------- ----------- ----------- ----------- ----------- -----------
$ 2,511,294 $ 3,136,060 $ 3,867,520 $ 4,639,835 $ 4,885,157 $ 5,757,695
=========== =========== =========== =========== =========== ===========


8






Selected results of operations, cash flows and other information for the Partnership are as follows:

For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------------------- ----------------------- ------------------------
2002 2001 2000 1999 1998 1998 1997
----------- ----------- ----------- ---------- ---------- ---------- -----------
(Unaudited


Loss from operations $ (78,700) $ (76,146)$ (79,134)$ (33,750)$ (17,496)$ (126,723)$ (62,968)
Equity in losses of
limited
partnerships (564,968) (666,388) (693,836) (186,012) (185,500) (728,078) (764,430)
----------- ----------- ----------- ---------- ---------- ---------- -----------
Net loss $ (643,668) $ (742,534)$ (772,970)$ (219,762)$ (202,996)$ (854,801)$ (827,398)
=========== =========== =========== ========== ========== ========== ===========
Net loss allocated to:
General Partner $ (6,437) $ (7,425)$ (7,730)$ (2,198)$ (2,030)$ (8,548)$ (8,274)
=========== =========== =========== ========== ========== ========== ===========
Limited Partners $ (637,231) $ (735,109)$ (765,240)$ (217,564)$ (200,966)$ (846,253)$ (819,124)
=========== =========== =========== ========== ========== ========== ===========
Net loss per limited
partner unit $ (63.72) $ (73.51)$ (76.52)$ (21.76)$ (20.10)$ (84.63)$ (81.91)
=========== =========== =========== ========== ========== ========== ===========
Outstanding weighted
limited partner units 10,000 10,000 10,000 10,000 10,000 10,000 10,000
=========== =========== =========== ========== ========== ========== ===========




For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------------------- ----------------------- ------------------------
2002 2001 2000 1999 1998 1998 1997
----------- ----------- ----------- ---------- ---------- ---------- -----------

Net cash provided by
(used in):
Operating activities $ (35,847)$ (18,169)$ (45,392)$ (52,186)$ (5,082)$ (54,089)$ (51,546)
Investing activities 925 20,169 14,256 4,000 5,225 (334,823) (170,284)
Financing activities - - - - - - 3,253
----------- ----------- ----------- ---------- ---------- ---------- -----------
Net change in cash
and
cash equivalents (34,922) 2,000 (31,136) (48,186) 143 (388,912) (218,577)

Cash and cash equivalents,
beginning of period 312,214 310,214 341,350 389,536 778,448 778,448 997,025
----------- ----------- ----------- ---------- ---------- ---------- -----------
Cash and cash equivalents,
end of period $ 277,292 $ 312,214 $ 310,214 $ 341,350 $ 778,591 $ 389,536 $ 778,448
=========== =========== =========== ========== ========== ========== ===========




Low Income Housing Credit per Unit was as follows for the years ended December 31:

2001 2000 1999 1998 1997
------------- -------------- ------------- ------------- -------------

Federal $ 145 $ 149 $ 146 $ 142 $ 143

State - - - - -
------------- -------------- ------------- ------------- -------------
Total $ 145 $ 149 $ 146 $ 142 $ 143
============= ============== ============= ============= =============


Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

With the exception of the discussion regarding historical information,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

9



Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical results are not necessarily indicative of the operating results for
any future period.

Subsequent written and oral forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-K and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
included elsewhere in this filing.

Financial Condition

The Partnership's assets at March 31, 2002 consisted primarily of $277,000 in
cash and aggregate investments in the twenty-one Local Limited Partnerships of
$2,234,000. Liabilities at March 31, 2002 were $137,000, of which $133,000 was
accrued annual management fees, and $2,000 was payables to limited partnerships.

Results of Operations

Year Ended March 31, 2002 Compared to Year Ended March 31, 2001. The
Partnership's net loss for the year ended March 31, 2002 was $(644,000),
reflecting a decrease of $99,000 from the net loss experienced for the year
ended March 31, 2001. The decline in net loss is primarily due to equity in
losses of limited partnerships which declined by $101,000 to $(565,000) for the
year ended March 31, 2002 from $(666,000) for the year ended March 31, 2001.
Equity in losses of limited partnerships decreased from prior year due to a
reduction of the write-off of acquisition fees and costs in the current year
related to the investments that have gone below zero.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 The
Partnership's net loss for the year ended March 31, 2001 was $(743,000),
reflecting a decrease of $30,000 from the net loss experienced for the year
ended March 31, 2000. The decline in net loss is primarily due to equity in
losses of limited partnerships which declined by $28,000 to $(666,000) for the
year ended March 31, 2001 from $(694,000) for the year ended March 31, 2000.
Equity in losses of limited partnerships increased due to the reduction of the
cooperative net acquisition fee component of investments in Local Limited
Partnerships to zero for those Local Limited Partnerships which would otherwise
be below a zero balance. This decrease was a result of the Partnership not
recognizing certain losses of the Local Limited Partnerships. The investments in
such Local Limited Partnerships had reached $0 at March 31, 2000. Since the
Partnership's liability with respect to its investments is limited, losses in
excess of investments are not recognized.

Cash Flows

Year Ended March 31, 2002 Compared to Year Ended March 31, 2001. Net cash used
during the year ended March 31, 2002 was $(35,000), compared to net cash
provided for the year ended March 31, 2001 of $2,000. The change was primarily
due to a $18,000 increase of cash used for operating expenses of which $10,000
resulted from a decrease in interest income, and an increase of $16,000 in
capital contributions paid to the Local Limited Partnerships.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. Net cash
provided during the year ended March 31, 2001 was $2,000, compared to net cash
used for the year ended March 31, 2000 of $(31,000). The change was primarily
due to the collection of $18,000 of amounts due from an affiliate and due to a
$13,000 decrease in amounts reimbursed to the General Partner or affiliates.
This was offset by a $17,000 decrease of cash used for investments in limited
partnerships and by a $11,000 decrease in distributions received from Local
Limited Partnerships.


10



The Partnership expects its future cash flows, together with its net available
assets at March 31, 2002, to be sufficient to meet all currently foreseeable
future cash requirements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data



11



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





To the Partners
WNC Housing Tax Credit Fund IV, L.P., Series 1


We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
IV, L.P., Series 1 (a California Limited Partnership) (the "Partnership") as of
March 31, 2002 and 2001, and the related statements of operations, partners'
equity (deficit) and cash flows for the years ended March 31, 2002, 2001 and
2000. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. A significant portion of the financial
statements of the limited partnerships in which the Partnership is a limited
partner were audited by other auditors whose reports have been furnished to us.
As discussed in Note 2 to the financial statements, the Partnership accounts for
its investments in limited partnerships using the equity method. The portion of
the Partnership's investment in limited partnerships audited by other auditors
represented 72% and 69% of the total assets of the Partnership at March 31, 2002
and 2001, respectively. Our opinion, insofar as it relates to the amounts
included in the financial statements for the limited partnerships which were
audited by others, is based solely on the reports of the other auditors.

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

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund IV, L.P., Series 1 (a
California Limited Partnership) as of March 31, 2002 and 2001, and the results
of its operations and its cash flows for the years ended March 31, 2002, 2001
and 2000, in conformity with accounting principles generally accepted in the
United States of America.




/S/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP

Orange County, California
May 16, 2002
12


WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

BALANCE SHEETS





March 31
-------------------------------
2002 2001
-------------- --------------


ASSETS

Cash and cash equivalents $ 277,292 $ 312,214
Investments in limited partnerships (Notes 2 and 3) 2,234,002 2,823,846
-------------- --------------

$ 2,511,294 $ 3,136,060
============== ==============

LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)

Liabilities:
Payables to limited partnerships (Note 4) $ 2,303 $ 2,303
Accrued fees and advances due to General
Partner and affiliate (Note 3) 134,569 115,667
-------------- --------------

Total liabilities 136,872 117,970
-------------- --------------

Commitments and contingencies

Partners' equity (deficit):
General partner (76,157) (69,720)
Limited partners (10,000 units authorized,
10,000 units issued and outstanding) 2,450,579 3,087,810
-------------- --------------

Total partners' equity 2,374,422 3,018,090
-------------- --------------

$ 2,511,294 $ 3,136,060
============== ==============


See accompanying notes to financial statements

13



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

STATEMENTS OF OPERATIONS







For the Years Ended
March 31
-------------------------------------------
2002 2001 2000
------------ ------------- ------------

Interest income $ 7,808 $ 18,304 $ 15,541
Other income 9,798 4,200 -
------------ ------------- ------------

Total income 17,606 22,504 15,541
------------ ------------- ------------
Operating expenses:
Amortization (Notes 2 and 3) 23,951 28,496 28,496
Asset management fees (Note 3) 42,000 42,000 42,105
Other 30,355 28,154 24,074
------------ ------------- ------------

Total operating expenses 96,306 98,650 94,675
------------ ------------- ------------

Loss from operations (78,700) (76,146) (79,134)

Equity in losses of limited
partnerships (Note 2) (564,968) (666,388) (693,836)
------------ ------------- ------------

Net loss $ (643,668) $ (742,534) $ (772,970)
============ ============= ============

Net loss allocated to:
General partner $ (6,437) $ (7,425) $ (7,730)
============ ============= ============

Limited partners $ (637,231) $ (735,109) $ (765,240)
============ ============= ============

Net loss per limited partner unit $ (63.72) $ (73.51) $ (76.52)
============ ============= ============

Outstanding weighted limited
partner units 10,000 10,000 10,000
============ ============= ============


See accompanying notes to financial statements
14



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

For The Years Ended March 31, 2002, 2001 and 2000




General Limited Total
Partner Partners
--------------- --------------- ---------------


Partners' equity (deficit) at March 31, 1999 $ (54,565) $ 4,588,159 $ 4,533,594

Net loss (7,730) (765,240) (772,970)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 2000 (62,295) 3,822,919 3,760,624

Net loss (7,425) (735,109) (742,534)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 2001 (69,720) 3,087,810 3,018,090

Net loss (6,437) (637,231) (643,668)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2002 $ (76,157) $ 2,450,579 $ 2,374,422
=============== =============== ===============

See accompanying notes to financial statements
15



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

STATEMENTS OF CASH FLOWS






For the Years Ended
March 31
------------------------------------------------
2002 2001 2000
----------- -------------- ----------------



Cash flows from operating activities:
Net loss $ (643,668) $ (742,534) $ (772,970)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization 23,951 28,496 28,496
Equity in losses of limited
partnerships 564,968 666,388 693,836
Change in accrued fees and
expenses due to General Partner
and affiliates 18,902 11,074 23,653
Change in other assets - 18,407 (18,407)
----------- -------------- ----------------
Net cash used in operating activities (35,847) (18,169) (45,392)
----------- -------------- ----------------
Cash flows from investing activities:
Investments in limited partnerships,
net (16,028) 28 (17,134)
Distributions from limited
partnerships 16,953 20,141 31,390
----------- -------------- ----------------
Net cash provided by
investing activities 925 20,169 14,256
----------- -------------- ----------------
Net increase (decrease) in cash and cash equivalents (34,922) 2,000 (31,136)

Cash and cash equivalents, beginning
of period 312,214 310,214 341,350
----------- -------------- ----------------
Cash and cash equivalents, end of
period $ 277,292 $ 312,214 $ 310,214
=========== ============== ================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Taxes paid $ 800 $ 800 $ 800
=========== ============== ================


See accompanying notes to financial statements

16



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For The Years Ended March 31, 2002, 2001 and 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
- ------------

WNC Housing Tax Credit Fund IV, L.P., Series 1, a California Limited Partnership
(the "Partnership"), was formed on May 4, 1993 under the laws of the state of
California, and commenced operations on October 20, 1993. F The Partnership was
formed to invest primarily in other limited partnerships (the"Local Limited
Partnerships") which own and operate multi-family housing complexes (the
"Housing Complex") that are eligible for low income housing credits. The local
general partners (the "Local General Partners") of each Local Limited
Partnership retain responsibility for maintaining, operating and managing the
Housing Complex.

The general partner is WNC Tax Credit Partners, IV, L.P. (the "General
Partner"), a California limited partnership. WNC & Associates, Inc. ("WNC") is
the general partner of the General Partner. Wilfred N. Cooper, Sr., through the
Cooper Revocable Trust, owns 93.65% of the outstanding stock of WNC. Wilfred N.
Cooper, Jr., President of WNC, owns 3.01% of the outstanding stock of WNC.

The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 10,000 units at $1,000
per Unit ("Units"). The offering of Units concluded in July 1994 at which time
10,000 Units in the amount of $10,000,000 had been accepted. The General Partner
has a 1% interest in operating profits and losses, taxable income and losses,
cash available for distribution from the Partnership and tax credits. The
limited partners will be allocated the remaining 99% of these items in
proportion to their respective investments.

After the limited partners have received proceeds from sale or refinancing equal
to their capital contributions and their return on investment (as defined in the
Partnership Agreement) and the General Partner has received proceeds equal to
its capital contribution and subordinated disposition fee (as described in Note
3) from the remainder, any additional sale or refinancing proceeds will be
distributed 90% to the limited partners (in proportion to their respective
investments) and 10% to the General Partner.


17



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties
- -----------------------

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low-income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters, which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.

Method of Accounting for Investments in Limited Partnerships
- ------------------------------------------------------------

The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (see Note 2).

Equity in losses of Local Limited Partnerships for the years ended March 31,
2002, 2001 and 2000 have been recorded by the Partnership based on nine months
of reported results provided by the Local Limited Partnerships and on three
months of results estimated by management of the Partnership. Equity in losses
of limited partnerships allocated to the Partnership will not be recognized to
the extent that the investment balance would be adjusted below zero. As soon as
the investment balance reaches zero, the related costs of acquiring the
investment are accelerated to the extent of losses available (see Note 2).

Offering Expenses
- -----------------

Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of limited partners' capital and amounted to $1,356,705 at the end
of all periods presented.

18



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates
- ----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could materially differ from those
estimates.

Cash and Cash Equivalents
- -------------------------

The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. There
were no cash equivalents as of March 31, 2002 and 2001.

Concentration of Credit Risk
- ----------------------------

At March 31, 2002, the Partnership maintained a cash balance at a certain
financial institution in excess of the maximum federally insured amounts.

Net Loss Per Limited Partner Unit
- ---------------------------------

Net loss per limited partner unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net loss per unit is not required.

Reporting Comprehensive Income
- ------------------------------

The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income established standards for the reporting and display of
comprehensive income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
during the years ended March 31, 2002, 2001 and 2000, as defined by SFAS No.
130.

New Accounting Pronouncement
- ----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which requires that long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. Therefore, discontinued operations
will no longer be measured at net realizable value or include amounts for
operating losses that have not yet occurred. SFAS 144 is effective for fiscal
years beginning after December 15, 2001, and generally, is to be applied
prospectively. The Partnership has not yet completed its evaluation of the
impact of SFAS 144 on its financial position or results of operations.


19


WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of the periods presented, the Partnership had acquired limited partnership
interests in twenty-one Local Limited Partnerships, each of which owns one
housing complex consisting of an aggregate of 812 apartment units. As of
December 31, 1998, construction on all multifamily complexes was complete. The
respective general partners of the Local Limited Partnerships manage the day to
day operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.

The Partnership's investments in Local Limited Partnerships as shown in the
balance sheets at March 31, 2002 and 2001, are approximately $867,000 and
$692,000, respectively, greater than the Partnership's equity at the preceding
December 31 as shown in the Local Limited Partnerships' combined financial
statements presented below. This difference is primarily due to unrecorded
losses, as discussed below, acquisition, selection and other costs related to
the acquisition of the investments which have been capitalized in the
Partnership's investment account and to capital contributions payable to the
limited partnerships which were netted against partner capital in the Local
Limited Partnership's financial statements. The Partnership's investment is also
lower than the Partnership's equity as shown in the Local Limited Partnership's
combined financial statements due to the estimated losses recorded by the
Partnership for the three month period ended March 31.

Equity in losses of Local Limited Partnerships is recognized in the financial
statements until the related investment account is reduced to a zero balance.
Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.

Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income.

At March 31, 2002 and 2001, the investment accounts in certain Local Limited
Partnerships have reached a zero balance. Consequently, a portion of the
Partnership's estimate of its share of losses for the years ended March 31,
2002, 2001 and 2000 amounting to approximately $212,000, $97,000 and $75,000,
respectively, have not been recognized. As of March 31, 2002, the aggregate
share of net losses not recognized by the Partnership amounted to $461,000.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:


For the Years Ended
March 31
----------------------------------------------------

2002 2001 2000
---------------- --------------- --------------


Investments per balance sheet, beginning
of period $ 2,823,846 $ 3,538,899 $ 4,298,485
Capital contributions paid, net 16,028 (28) (5,864)
Distributions received (16,953) (20,141) (31,390)
Equity in losses of limited partnerships (564,968) (666,388) (693,836)
Amortization of paid acquisition fees
and costs (23,951) (28,496) (28,496)
---------------- --------------- --------------

Investments per balance sheet, end
of period $ 2,234,002 $ 2,823,846 $ 3,538,899
================ =============== ==============


20




WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted against
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:

COMBINED CONDENSED BALANCE SHEETS


2001 2000
--------------- ---------------


ASSETS

Buildings and improvements, net of accumulated
depreciation of $7,809,000 and $6,724,000 for 2001
and 2000, respectively $ 26,880,000 $ 27,914,000
Land 1,668,000 1,657,000
Due from related parties 14,000 16,000
Other assets 2,080,000 2,090,000
--------------- ---------------

$ 30,642,000 $ 31,677,000
=============== ===============

LIABILITIES

Mortgage and construction loans payable $ 26,037,000 $ 26,222,000
Due to related parties 912,000 693,000
Other liabilities 1,003,000 1,286,000
--------------- ---------------

27,952,000 28,201,000
--------------- ---------------

PARTNERS' CAPITAL

WNC Housing Tax Credits Fund IV, L.P., Series 1 1,367,000 2,132,000
Other partners 1,323,000 1,344,000
--------------- ---------------

2,690,000 3,476,000
--------------- ---------------

$ 30,642,000 $ 31,677,000
=============== ===============

21




WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

COMBINED CONDENSED STATEMENTS OF OPERATIONS



2001 2000 1999
--------------- --------------- ---------------

Revenues $ 3,400,000 $ 3,397,000 $ 3,342,000
--------------- --------------- ---------------

Expenses:
Operating expenses 2,250,000 2,198,000 2,196,000
Interest expense 841,000 841,000 905,000
Depreciation and amortization 1,098,000 1,142,000 1,058,000
--------------- --------------- ---------------

Total expenses 4,189,000 4,181,000 4,159,000
--------------- --------------- ---------------

Net loss $ (789,000) $ (784,000) $ (817,000)
=============== =============== ===============

Net loss allocable to the Partnership $ (777,000) $ (772,000) $ (806,000)
=============== =============== ===============

Net loss recorded by the Partnership $ (565,000) $ (666,000) $ (694,000)
=============== =============== ===============


Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partners may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.

The financial statements of one Local Limited Partnership were prepared assuming
the limited partnership will continue as a going concern. The Partnership had a
$256,705 and $441,770, remaining investment in such Local Limited Partnership at
March 31, 2002 and 2001, respectively. The Partnership's original investment in
the Local Limited Partnership approximated $1,691,585. Through December 31,
2001, the Local Limited Partnership has had recurring losses, working capital
deficiencies and has not been billed for certain property tax expenses due since
1994. The Local Limited Partnership is seeking abatement or an extended payment
plan to pay down certain of these liabilities; however, if the Local Limited
Partnership is unsuccessful, additional funding may be requested from the
Partnership. In the event the Local Limited Partnership is required to liquidate
or sell its property, the net proceeds could be significantly less than the
carrying value of such property. As of December 31, 2001 and 2000, the carrying
value of such property on the books and records of the Local Limited Partnership
totaled $6,507,470 and $6,703,761. The auditor for this entity has expressed
substantial doubt as to this entity's ability to continue as a going concern as
a result of the property tax issue.

In September 1996, the original general partners of this limited partnership
were removed. The Los Angeles County Housing Development Corporation ("LACHDC")
was named as the sole general partner. In September 1997, Community Housing
Assistance Program, Inc., a California nonprofit corporation replaced LACHDC as
the sole general partner.


22



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000


NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the Partnership Agreement, the Partnership is obligated to
the General Partner or its affiliates for the following items:

Acquisition fees of up to 8% of the gross proceeds from the sale of
Partnership units as compensation for services rendered in connection with
the acquisition of Local Limited Partnerships. At the end of all periods
presented, the Partnership incurred acquisition fees of $800,000.
Accumulated amortization of these capitalized costs was $384,251 and
$243,289 as of March 31, 2002 and 2001, respectively. Of the accumulated
amortization recorded on the balance sheet at March 31, 2001 $59,327 of the
related expense was reflected as equity in losses of limited partnerships
on the statement of operations during the fourth quarter of the year ended
March 31, 2001 to reduce the respective net acquisition fee component of
investments in local limited partnerships to zero for those Local Limited
Partnerships which would otherwise be below a zero balance. During the year
ended March 31, 2002, an additional $117,011 was recognized under the same
methodology.

Reimbursement of costs incurred by the General Partner in connection with
the acquisition of Local Limited Partnerships. These reimbursements have
not exceeded 1.2% of the gross proceeds. At the end of all periods
presented, the Partnership had incurred acquisition costs of $54,949, which
have been included in investments in limited partnerships. At the end of
all years presented accumulated amortization amounted to $54,949. Of the
accumulated amortization recorded on the balance sheet at March 31, 2001,
$44,256 of the related expense was reflected as equity in losses of limited
partnerships on the statement of operations during the fourth quarter of
the year ended March 31, 2001 to reduce the respective net acquisition cost
component of investments in local limited partnerships to zero for those
Local Limited Partnerships which would otherwise be below a zero balance.

An annual asset management fee equal to the greater amount of (i) $2,000
for each apartment complex, or (ii) 0.275% of gross proceeds. In either
case, the fee will be decreased or increased annually based on changes to
the Consumer Price Index. However, in no event will the maximum amount
exceed 0.2% of the invested assets of the Local Limited Partnerships,
including the Partnership's allocable share of the mortgages. Management
fees of $42,000 were incurred during the years ended March 31, 2002, 2001
and 2000, of which $24,500, $30,000 and $16,310 was paid, respectively.

A subordinated disposition fee in an amount equal to 1% of the sales price
of real estate sold. Payment of this fee is subordinated to the limited
partners receiving a preferred return of 16% through December 31, 2003 and
6% thereafter (as defined in the Partnership Agreement) and is payable only
if the General Partner or its affiliates render services in the sales
effort.

An affiliate of the General Partner provides management services for one of
the properties in the limited partnerships. Management fees were earned by
the affiliate in the amount of $55,040, $53,276 and $50,259 for the years
ended March 31, 2002, 2001 and 2000.

The accrued fees and advances due to General Partner and affiliates consist
of the following:



March 31
-------------------------------------------------
2002 2001 2000
-------------- ------------ ---------------



Reimbursement for expenses paid by the General Partner
or an affiliate $ 1,402 $ - $ 926

Asset management fee payable 133,167 115,667 103,667
-------------- ------------ ---------------

Total $ 134,569 $ 115,667 $ 104,593
============== ============ ===============


23



WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000


NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS

Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the limited partnership agreement.
These contributions are payable in installments and are due upon the
limited partnership achieving certain operating and development benchmarks
(generally within two years of the Partnership's initial investment).


NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)


The following is a summary of the quarterly operations for the years ended March 31, 2002 and 2001.

June 30 September 30 December 31 March 31
--------------- --------------- --------------- ---------------

2002


Income $ 3,000 $ 2,000 $ 1,000 $ 11,000

Operating expenses (21,000) (30,000) (22,000) (23,000)

Equity in losses of limited
partnerships (121,000) (175,000) (87,000) (182,000)

Net loss (139,000) (203,000) (108,000) (194,000)

Loss available to limited partners (137,000) (201,000) (107,000) (192,000)

Loss per limited partner unit (14) (20) (11) (19)

2001

Income $ 5,000 $ 9,000 $ 5,000 $ 3,000

Operating expenses (22,000) (34,000) (20,000) (23,000)

Equity in losses of limited
partnerships (180,000) (180,000) (179,000) (127,000)

Net loss (197,000) (205,000) (194,000) (147,000)

Loss available to limited partners (195,000) (203,000) (193,000) (144,000)

Loss per limited partner unit (20) (20) (19) (14)

NOTE 6 - INCOME TAXES

No provision for income taxes has been recorded in the financial statements as
any liability for income taxes is the obligation of the partners of the
Partnership.

24




Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

NOT APPLICABLE

PART III

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, David N. Shafer, Wilfred N. Cooper, Jr. and Kay L.
Cooper. The principal shareholder of WNC & Associates, Inc. is a trust
established by Wilfred N. Cooper, Sr.

Wilfred N. Cooper, Sr., age 71, is the founder, Chairman, Chief Executive
Officer, and a Director of WNC & Associates, Inc., a Director of WNC Capital
Corporation, and a general partner in some of the programs previously sponsored
by the Sponsor. Mr. Cooper has been involved in real estate investment and
acquisition activities since 1968. Previously, during 1970 and 1971, he was
founder and principal of Creative Equity Development Corporation, a predecessor
of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate
investment firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

Wilfred N. Cooper, Jr., age 39, is President, Chief Operating Officer, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc. He
is President of, and a registered principal with, WNC Capital Corporation, a
member firm of the NASD, and is a Director of WNC Management, Inc. He has been
involved in investment and acquisition activities with respect to real estate
since he joined the Sponsor in 1988. Prior to this, he served as Government
Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an
Alternate Director of NAHB. He graduated from The American University in 1985
with a Bachelor of Arts degree.

David N. Shafer, age 50, is Executive Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.

Thomas J. Riha, age 47, became Chief Financial Officer effective January 2001.
Prior to his appointment as Chief Financial Officer he was Vice President -
Asset Management and a member of the Acquisition Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment activities with respect to real
estate since 1979. Prior to joining the Sponsor in 1994, Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company, last
serving as Vice President - Operations. Mr. Riha graduated from the California
State University, Fullerton in 1977 with a Bachelor of Arts degree (cum laude)
in Business Administration with a concentration in Accounting and is a Certified
Public Accountant and a member of the American Institute of Certified Public
Accountants.

25



Sy P. Garban, age 56, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

Michael J. Gaber, age 36, is Vice President - Acquisitions and a member of the
Acquisitions Committee of WNC & Associates, Inc. Mr. Gaber has been involved in
real estate acquisition, valuation and investment activities since 1989 and has
been employed with WNC since 1997. Prior to joining WNC & Associates, Inc., he
was involved in the valuation and classification of major assets, restructuring
of debt and analysis of real estate taxes with the H.F. Ahmanson company, parent
to Home Savings of America. Mr. Gaber graduated from the California State
University, Fullerton in 1991 with a Bachelor of Science degree in Business
Administration - Finance.

David Turek, age 47, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper, age 65, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., and the mother of Wilfred N. Cooper, Jr. Ms. Cooper graduated from
the University of Southern California in 1958 with a Bachelor of Science degree.

Item 11. Executive Compensation:

The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to TCP IV or
Associates during the current or future years for the following fees:

(a) Annual Asset Management Fee. An annual asset management fee the greater of
(i) $2,000 per multi-family housing complex, or (ii) 0.275% of Gross
Proceeds. The base fee amount will be adjusted annually based on the change
in the Consumer Price Index. However, in no event will the annual asset
management fee exceed 0.2% of Invested Assets. "Invested Assets" means the
sum of the Partnership's investment in Local Limited Partnerships and the
Partnership's allocable share of the amount of the indebtedness related to
the Housing Complexes. Fees of $42,000 were incurred during the years ended
March 31, 2002, 2001 and 2000, respectively. The Partnership paid the
General Partner or its affiliates $24,500, $30,000 and $16,310 of those
fees during the years ended March 31, 2002, 2001 and 2000, respectively.

(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing Complex. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the return on investment to the Limited
Partners."Return on Investment" means an annual, cumulative but not
compounded, "return"to the Limited Partners (including Low Income Housing
Credits) as a class, on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 16% through December 31, 2003, and
(ii) 6% for the balance of the Partnership's term. No disposition fees have
been paid.

(c) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $28,000, $26,000 and
$9,000 during the year ended March 31, 2002, 2001 and 2000, respectively.

(d) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$15,000 for the General Partner for all years presented. The General
Partner is also entitled to receive 1% of cash distributions. There were no
distributions of cash to the General Partner during the years presented.

26



Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------

No person is known to the General Partner to own beneficially in excess of
5% of the outstanding units.

(b) Security Ownership of Management
--------------------------------

Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.

(c) Changes in Control
------------------

The management and control of the General Partner may be changed at any
time in accordance with their respective organizational documents, without
the consent or approval of the Limited Partners. In addition, the
Partnership Agreement provides for the admission of one or more additional
and successor General Partners in certain circumstances.

First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (i) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at any time remove the
General Partner of the Partnership and elect a successor General Partner.

Item 13. Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interests in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.

27


PART IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements

(a)(1) Financial statements included in Part II hereof:
------------------------------------------------

Report of Independent Certified Public Accountants
Balance Sheets, March 31, 2002 and 2001
Statements of Operations for the years ended March 31, 2002, 2001
and 2000
Statements of Partners' Equity (Deficit) for the years ended March 31,
2002, 2001 and 2000
Statements of Cash Flows for the years ended March 31, 2002, 2001
and 2000
Notes to Financial Statements

(a)(2) Financial statement schedule included in Part IV hereof:
--------------------------------------------------------

Report of Independent Certified Public Accountants on Financial
Statement Schedules Schedule III - Real Estate Owned by Local Limited
Partnerships

(b) Reports on Form 8-K.
--------------------

1. None

(c) Exhibits.
---------

3.1 Articles of incorporation and by-laws: The registrant is not
incorporated. The Partnership Agreement is included as Exhibit B to the
Prospectus, filed as Exhibit 28.1 to Form 10-K for fiscal year ended
December 31, 1995.

10.1 Second Amended and Restated Agreement of Limited Partnership of
Beckwood Manor Seven Limited Partnership filed as exhibit 10.1 to Form
8-K dated December 8, 1993 is hereby incorporated herein by reference
as exhibit 10.1.

10.2 Amended and Restated Agreement of Limited Partnership of Alpine Manor
filed as exhibit 10.3 to Post-Effective Amendment No 1 dated February
16, 1994 is hereby incorporated herein by reference as exhibit 10.2.

10.3 Second Amended and Restated Agreement of Limited Partnership of Briscoe
Manor, Limited Partnership filed as exhibit 10.4 to Post-Effective
Amendment No 1 dated February 16, 1994 is hereby incorporated herein by
reference as exhibit 10.3.

10.4 Amended and Restated Agreement and Certificate of Limited Partnership
of Evergreen Four, Limited Partnership filed as exhibit 10.5 to
Post-Effective Amendment No 1 dated February 16, 1994 is hereby
incorporated herein by reference as exhibit 10.4.

10.5 Amended and Restated Agreement and Certificate of Limited Partnership
of Fawn Haven, Limited Partnership filed as exhibit 10.6 to
Post-Effective Amendment No 1 dated February 16, 1994 is hereby
incorporated herein by reference as exhibit 10.5.

10.6 Amended and Restated Agreement of Limited Partnership of Fort Stockton,
L. P. filed as exhibit 10.7 to Post-Effective Amendment No 1 dated
February 16, 1994 is hereby incorporated herein by reference as exhibit
10.6.

10.7 Amended and Restated Agreement and Certificate of Limited Partnership
of Madison Manor Senior Citizens Complex, Ltd. filed as exhibit 10.8 to
Post-Effective Amendment No 1 dated February 16, 1994 is hereby
incorporated herein by reference as exhibit 10.7.

28



10.8 Amended and Restated Agreement and Certificate of Limited Partnership
of Mt. Graham Housing, Ltd. filed as exhibit 10.9 to Post-Effective
Amendment No 1 dated February 16, 1994 is hereby incorporated herein by
reference as exhibit 10.8.

10.9 Amended and Restated Agreement and Certificate of Limited Partnership
of Northside Plaza Apartments, Ltd. filed as exhibit 10.10 to
Post-Effective Amendment No 1 dated February 16, 1994 is hereby
incorporated herein by reference as exhibit 10.9.

10.10 Amended and Restated Agreement of Limited Partnership of Pampa Manor,
L.P. filed as exhibit 10.11 to Post-Effective Amendment No 1 dated
February 16, 1994 is hereby incorporated herein by reference as exhibit
10.10.

10.11 Amended and Restated Agreement of Limited Partnership of Vernon Manor,
L.P. filed as exhibit 10.12 to Post-Effective Amendment No 1 dated
February 16, 1994 is hereby incorporated herein by reference as exhibit
10.11.

10.12 Amended and Restated Agreement of Limited Partnership of Waterford
Place, A Limited Partnership filed as exhibit 10.13 to Post-Effective
Amendment No 1 dated February 16, 1994 is hereby incorporated herein by
reference as exhibit 10.12.

10.13 Amended and Restated Agreement of Limited Partnership of Yantis
Housing, Ltd filed as exhibit 10.13 to Post-Effective Amendment No 1
dated February 16, 1994 is hereby incorporated herein by reference as
exhibit 10.13.

10.14 Third Amended and Restated Agreement of Limited Partnership and
Certificate of Limited Partnership of Indian Creek Limited Partnership
filed as exhibit 10.16 to Post-Effective Amendment No 2 dated March 11,
1994 is hereby incorporated herein by reference as exhibit 10.14.

10.15 Agreement of Limited Partnership of Laurel Creek Apartments filed as
exhibit 10.1 to Form 8-K dated May 25, 1994 is hereby incorporated
herein by reference as exhibit 10.15.

10.16 Second Amended and Restated Agreement of Limited Partnership of
Sandpiper Square, A Limited Partnership filed as exhibit 10.2 to Form
8-K dated May 25, 1994 is hereby incorporated herein by reference as
exhibit 10.16.

10.17 Amended and Restated Agreement of Limited Partnership of Regency Court
Partners filed as exhibit 10.1 to Form 8-K dated June 30, 1994 is
hereby incorporated herein by reference as exhibit 10.17.

10.18 Disposition and Development Agreement By and Between The Community
Development Commission of the County of Los Angeles and Regency Court
Partners (including forum of Ground Lease) filed as exhibit 10.2 to
Form 8-K dated June 30, 1994 is hereby incorporated herein by reference
as exhibit 10.18.

10.19 Amended and Restated Agreement of Limited Partnership of Bay City
Village Apartments, Limited Partnership filed as exhibit 10.19 to
Post-Effective Amendment No 4 dated July 14, 1994 is hereby
incorporated herein by reference as exhibit 10.19.

10.20 Second Amended and Restated Agreement of Limited Partnership of Hidden
Valley Limited Partnership filed as exhibit 10.20 to Post-Effective
Amendment No 4 dated July 14, 1994 is hereby incorporated herein by
reference as exhibit 10.20.

10.21 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Lenoir and Amendments thereto filed as exhibit 10.21 to
Post-Effective Amendment No 4 dated July 14, 1994 is hereby
incorporated herein by reference as exhibit 10.21.

21.1 Financial Statements of Laurel Creek Apartments, for the years ended
December 31, 1999 and 1998 together with Independent Auditors' Report
thereon; filed as exhibit 21.1 on Form 10-K dated March 31, 2000; a
significant subsidiary of the Partnership.

29



21.2 Financial Statements of Laurel Creek Apartments, as of and for the
years ended December 31, 2000 and 1999 together with Independent
Auditors' Report thereon; filed as exhibit 21.2 on Form 10-K dated
March 31, 2001; a significant subsidiary of the Partnership.

21.3 Financial Statements of Laurel Creek Apartments, as of and for the
years ended December 31, 2001 and 2000 together with Independent
Auditors' Report thereon; filed as exhibit 21.3 on Form 10-K dated
March 31, 2002; a significant subsidiary of the Partnership.

21.4 Financial Statements of Regency Court, as of and for the years ended
December 31, 2001 and 2000 together with Independent Auditors' Report
thereon; filed as exhibit 21.4 on Form 10-K dated March 31, 2002; a
significant subsidiary of the Partnership.

(d) Financial statement schedules follow, as set forth in subsection (a)(2)
------------------------------------
hereof.

30


Report of Independent Certified Public Accounts on
Financial Statement Schedules




To the Partners
WNC Housing Tax Credit Fund IV, L.P. Series 1


The audits referred to in our report dated May 16, 2002, relating to the 2002,
2001 and 2000 financial statements of WNC Housing Tax Credit Fund IV, L.P.
Series 1 (the "Partnership"), which is contained in Item 8 of this Form 10-K,
included the audit of the accompanying financial statement schedules. The
financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statement schedules based upon our audits.

In our opinion, such financial statement schedules presents fairly, in all
material respects, the financial information set forth therein.


/s/ BDO SEIDMAN, LLP
Orange County, California BDO SEIDMAN, LLP
May 16, 2002



31



WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


---------------------------------- ---------------------------------
As of March 31, 2001 As of December 31, 2000
---------------------------------- ---------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Alpine Manor, Alpine,
L.P. Texas $ 195,000 $ 195,000 $ 909,000 $ 1,170.000 $ 221,000 $ 949,000

Baycity Village
Apartments, Limited Baytown,
Partnership Texas 301,000 301,000 1,455,000 1,829,000 550,000 1,279,000

Beckwood Manor Seven Marianna,
Limited Partnership Arkansas 307,000 307,000 1,383,000 1,789,000 527,000 1,262,000

Briscoe Manor Limited Galena,
Partnership Maryland 308,000 308,000 1,481,000 1,845,000 505,000 1,340,000

Evergreen
Four Limited Maynard,
Partnership Arkansas 195,000 195,000 865,000 1,129,000 325,000 804,000

Fawn Haven Limited Manchester,
Partnership Ohio 167,000 167,000 851,000 1,072,000 333,000 739,000

Fort Stockton Ft.Stockton,
Manor, L.P. Texas 224,000 224,000 1,046,000 1,248,000 216,000 1,032,000

Hidden
Valley Limited Gallup, New
Partnership Mexico 412,000 412,000 1,477,000 1,981,000 378,000 1,603,000

HOI Limited
Partnership Of Lenoir,
Lenoir Carolina 198,000 198,000 539,000 1,173,000 238,000 890,000

Indian Creek Limited Bucyrus,
Partnership Ohio 306,000 306,000 1,462,000 1,777,000 483,000 1,294,000

Laurel Creek San Luis Obispo,
Apartments California 1,030,000 1,030,000 611,000 2,165,000 534,000 1,631,000



32




WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


---------------------------------- ---------------------------------
As of March 31, 2001 As of December 31, 2000
---------------------------------- ---------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Madisonville Manor Senior Madisonville,
Citizens Complex, Ltd. Texas 174,000 174,000 898,000 1,150,000 140,000 1,010,000

Mt. Graham Safford,
Housing, Ltd. Arizona 410,000 410,000 1,400,000 1,883,000 525,000 1,358,000

Northside Plaza Angleton,
Apartments, Ltd. Texas 282,000 282,000 1,354,000 1,741,000 244,000 1,497,000

Pampa Manor, L.P. Pampa, Texas 180,000 180,000 841,000 1,032,000 186,000 846,000

Regency Court Monrovia,
Partners California 1,692,000 1,690,000 5,088,000 7,708,000 1,200,000 6,508,000

Sandpiper Square, a Limited Aulander,North
Partnership Carolina 219,000 219,000 942,000 1,193,000 231,000 962,000

Seneca Falls Seneca
East Apartments Falls, New
Company II, L.P. York 270,000 270,000 888,000 1,227,000 151,000 1,076,000

Vernon Manor, L.P. Vernon, Texas 177,000 177,000 748,000 905,000 162,000 743,000

Waterford Place, Calhoun
a Limited Falls, South
Partnership Carolina 272,000 272,000 1,174,000 1,501,000 452,000 1,049,000

Yantis Housing, Ltd. Yantis, Texas 145,000 145,000 625,000 839,000 163,000 676,000
------------ ---------- ------------ ------------- ----------- ------------
$ 7,464,000 $ 7,462,000 $ 26,037,000 $ 36,357,000 $ 7,809,000 $ 28,548,000
============ ========== ============ ============ ============ ============

33



WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


--------------------------------------------------------------------------------------
For the year ended December 31, 2001
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------


Alpine Manor, L.P. $ 113,000 $ (19,000) 1994 Completed 40

Baycity Village Apartments,
Limited Partnership 248,000 (51,000) 1994 Completed 30

Beckwood Manor Seven Limited
Partnership 148,000 (75,000) 1993 Completed 27.5

Briscoe Manor Limited
Partnership 174,000 (64,000) 1994 Completed 27.5

Evergreen Four Limited
Partnership 89,000 (37,000) 1994 Completed 27.5

Fawn Haven Limited
Partnership 84,000 (24,000) 1994 Completed 27.5

Fort Stockton Manor, L.P. 123,000 (14,000) 1994 Completed 40

Hidden Valley Limited
Partnership 176,000 (18,000) 1994 Completed 40

HOI Limited Partnership Of
Lenoir 142,000 (26,000) 1993 Completed 40

Indian Creek Limited
Partnership 145,000 (33,000) 1994 Completed 27.5

Laurel Creek Apartments 180,000 (4,000) 1994 Completed 27.5

Madisonville Manor Senior
Citizens Complex, Ltd. 104,000 (12,000) 1994 Completed 50

Mt. Graham Housing, Ltd. 138,000 (69,000) 1994 Completed 27.5

Northside Plaza Apartments,
Ltd. 151,000 (30,000) 1994 Completed 50

Pampa Manor, L.P. 94,000 (27,000) 1994 Completed 40

Regency Court Partners 657,000 (162,000) 1994 Completed 40

Sandpiper Square, a Limited
Partnership 99,000 (17,000) 1994 Completed 35

Seneca Falls East Apartments
Company II, L.P. 144,000 (27,000) 1998 Completed 40



34



WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002


--------------------------------------------------------------------------------------
For the year ended December 31, 2001
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Vernon Manor, L.P. 92,000 (4,000) 1994 Completed 40

Waterford Place, a Limited
Partnership 125,000 (50,000) 1994 Completed 40


Yantis Housing, Ltd. 73,000 (26,000) 1994 Completed 40
----------- -----------
$ 3,299,000 $ (789,000)
=========== ===========


35



WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


---------------------------------- ---------------------------------
As of March 31, 2001 As of December 31, 2000
---------------------------------- ---------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Alpine Manor, Alpine,
L.P. Texas $ 195,000 $ 195,000 $ 913,000 $ 1,170.000 $ 192,000 $ 978,000

Baycity Village
Apartments, Limited Baytown,
Partnership Texas 301,000 301,000 1,467,000 1,829,000 486,000 1,343,000

Beckwood Manor Seven Marianna,
Limited Partnership Arkansas 307,000 307,000 1,387,000 1,790,000 463,000 1,327,000

Briscoe Manor Limited Galena,
Partnership Maryland 308,000 308,000 1,485,000 1,812,000 4415,000 1,371,000

Evergreen
Four Limited Maynard,
Partnership Arkansas 195,000 195,000 868,000 1,129,000 285,000 844,000

Fawn Haven Limited Manchester,
Partnership Ohio 167,000 167,000 855,000 1,069,000 296,000 773,000

Fort Stockton Ft.Stockton,
Manor, L.P. Texas 224,000 224,000 1,051,000 1,248,000 186,000 1,062,000

Hidden
Valley Limited Gallup, New
Partnership Mexico 412,000 412,000 1,482,000 1,979,000 321,000 1,658,000

HOI Limited
Partnership Of Lenoir,
Lenoir Carolina 198,000 198,000 551,000 1,168,000 250,000 981,000

Indian Creek Limited Bucyrus,
Partnership Ohio 306,000 306,000 1,469,000 1,776,000 416,000 1,360,000

Laurel Creek San Luis Obispo,
Apartments California 1,030,000 1,030,000 636,000 2,165,000 464,000 1,701,000



36


WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



---------------------------------- ---------------------------------
As of March 31, 2001 As of December 31, 2000
---------------------------------- ---------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Madisonville Manor Senior Madisonville,
Citizens Complex, Ltd. Texas 174,000 174,000 900,000 1,150,000 118,000 1,032,000

Mt. Graham Safford,
Housing, Ltd. Arizona 410,000 410,000 1,406,000 1,878,000 454,000 1,424,000

Northside Plaza Angleton,
Apartments, Ltd. Texas 282,000 282,000 1,359,000 1,776,000 208,000 1,528,000

Pampa Manor, L.P. Pampa, Texas 180,000 180,000 844,000 1,032,000 161,000 871,000

Regency Court Monrovia,
Partners California 1,692,000 1,690,000 5,156,000 7,708,000 1,004,000 6,704,000

Sandpiper Square, a Limited Aulander,North
Partnership Carolina 219,000 219,000 946,000 1,193,000 198,000 995,000

Seneca Falls Seneca
East Apartments Falls, New
Company II, L.P. York 270,000 270,000 890,000 1,224,000 107,000 1,117,000

Vernon Manor, L.P. Vernon, Texas 161,000 161,000 751,000 905,000 140,000 765,000

Waterford Place, Calhoun
a Limited Falls, South
Partnership Carolina 272,000 272,000 1,179,000 1,495,000 391,000 1,104,000

Yantis Housing, Ltd. Yantis, Texas 145,000 145,000 627,000 839,000 143,000 696,000
------------ ---------- ------------ ------------- ----------- ------------
$ 7,448,000 $ 7,446,000 $ 26,222,000 $ 36,295,000 $ 6,724,000 $ 29,571,000
============ ========== ============ ============ ============ ============

37





WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


--------------------------------------------------------------------------------------
For the year ended December 31, 2000
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Alpine Manor, L.P. $ 103,000 $ (23,000) 1994 Completed 40

Baycity Village Apartments,
Limited Partnership 259,000 (55,000) 1994 Completed 30

Beckwood Manor Seven Limited
Partnership 151,000 (59,000) 1993 Completed 27.5

Briscoe Manor Limited
Partnership 165,000 (96,000) 1994 Completed 27.5

Evergreen Four Limited
Partnership 83,000 (36,000) 1994 Completed 27.5

Fawn Haven Limited
Partnership 81,000 (22,000) 1994 Completed 27.5

Fort Stockton Manor, L.P. 116,000 (22,000) 1994 Completed 40

Hidden Valley Limited
Partnership 156,000 (30,000) 1994 Completed 40

HOI Limited Partnership Of
Lenoir 131,000 (34,000) 1993 Completed 40

Indian Creek Limited
Partnership 139,000 (40,000) 1994 Completed 27.5

Laurel Creek Apartments 169,000 (35,000) 1994 Completed 27.5

Madisonville Manor Senior
Citizens Complex, Ltd. 111,000 1,000 1994 Completed 50

Mt. Graham Housing, Ltd. 144,000 (67,000) 1994 Completed 27.5

Northside Plaza Apartments,
Ltd. 152,000 (17,000) 1994 Completed 50

Pampa Manor, L.P. 98,000 (34,000) 1994 Completed 40

Regency Court Partners 657,000 (62,000) 1994 Completed 40

Sandpiper Square, a Limited
Partnership 99,000 (15,000) 1994 Completed 35

Seneca Falls East Apartments
Company II, L.P. 143,000 (22,000) 1998 Completed 40


38





WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


--------------------------------------------------------------------------------------
For the year ended December 31, 2000
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Vernon Manor, L.P. 78,000 (32,000) 1994 Completed 40

Waterford Place, a Limited
Partnership 115,000 (55,000) 1994 Completed 40

Yantis Housing, Ltd. 71,000 (29,000) 1994 Completed 40
----------- -----------
$ 3,221,000 $ (784,000)
=========== ===========

39



WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


---------------------------------- ---------------------------------
As of March 31, 2000 As of December 31, 1999
---------------------------------- ---------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Alpine Manor, Alpine,
L.P. Texas $ 195,000 $ 195,000 $ 916,000 $ 1,170.000 $ 163,000 $ 1,007,000

Baycity Village
Apartments, Limited Baytown,
Partnership Texas 301,000 301,000 1,478,000 1,829,000 419,000 1,410,000

Beckwood Manor Seven Marianna,
Limited Partnership Arkansas 307,000 307,000 1,391,000 1,790,000 395,000 1,395,000

Briscoe Manor Limited Galena,
Partnership Maryland 308,000 308,000 1,490,000 1,812,000 343,000 1,469,000

Evergreen
Four Limited Maynard,
Partnership Arkansas 195,000 195,000 871,000 1,129,000 241,000 888,000

Fawn Haven Limited Manchester,
Partnership Ohio 167,000 167,000 859,000 1,069,000 259,000 810,000

Fort Stockton Ft.Stockton,
Manor, L.P. Texas 224,000 224,000 1,055,000 1,248,000 156,000 1,092,000

Hidden
Valley Limited Gallup, New
Partnership Mexico 412,000 412,000 1,487000 1,944,000 269,000 1,675,000

HOI Limited
Partnership Of Lenoir,
Lenoir Carolina 198,000 198,000 562,000 1,168,000 217,000 951,000

Indian Creek Limited Bucyrus,
Partnership Ohio 306,000 306,000 1,475,000 1,776,000 351,000 1,425,000

Laurel Creek San Luis Obispo,
Apartments California 1,030,000 1,030,000 660,000 2,165,000 393,000 1,772,000



40




WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000



---------------------------------- ---------------------------------
As of March 31, 2000 As of December 31, 1999
---------------------------------- ---------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Madisonville Manor Senior Madisonville,
Citizens Complex, Ltd. Texas 174,000 174,000 903,000 1,149,000 95,000 1,054,000

Mt. Graham Safford,
Housing, Ltd. Arizona 410,000 410,000 1,411,000 1,874,000 382,000 1,492,000

Northside Plaza Angleton,
Apartments, Ltd. Texas 282,000 282,000 1,364,000 1,736,000 171,000 1,565,000

Pampa Manor, L.P. Pampa, Texas 180,000 180,000 846,000 1,029,000 135,000 894,000

Regency Court Monrovia,
Partners California 1,692,000 1,690,000 4,324,000 7,658,000 809,000 6,849,000

Sandpiper Square, a Limited Aulander,North
Partnership Carolina 219,000 219,000 949,000 1,190,000 166,000 1,024,000

Seneca Falls Seneca
East Apartments Falls, New
Company II, L.P. York 270,000 270,000 893,000 1,220,000 61,000 1,159,000

Vernon Manor, L.P. Vernon, Texas 161,000 161,000 764,000 905,000 118,000 787,000

Waterford Place, Calhoun
a Limited Falls, South
Partnership Carolina 272,000 272,000 1,184,000 1,518,000 335,000 1,183,000

Yantis Housing, Ltd. Yantis, Texas 145,000 145,000 630,000 838,000 122,000 716,000
------------ ---------- ------------ ------------- ----------- ------------
$ 7,448,000 $ 7,446,000 $ 25,512,000 $ 36,217,000 $ 5,600,000 $ 30,617,000
============ ========== ============ ============ ============ ============

41




WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


--------------------------------------------------------------------------------------
For the year ended December 31, 1999
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Alpine Manor, L.P. $ 148,000 $ (26,000) 1994 Completed 40

Baycity Village Apartments,
Limited Partnership 234,000 (60,000) 1994 Completed 30

Beckwood Manor Seven Limited
Partnership 147,000 (47,000) 1993 Completed 27.5

Briscoe Manor Limited
Partnership 161,000 (21,000) 1994 Completed 27.5

Evergreen Four Limited
Partnership 78,000 (35,000) 1994 Completed 27.5

Fawn Haven Limited
Partnership 87,000 (24,000) 1994 Completed 27.5

Fort Stockton Manor, L.P. 112,000 (22,000) 1994 Completed 40

Hidden Valley Limited
Partnership 157,000 (24,000) 1994 Completed 40

HOI Limited Partnership Of
Lenoir 121,000 (51,000) 1993 Completed 40

Indian Creek Limited
Partnership 145,000 (41,000) 1994 Completed 27.5

Laurel Creek Apartments 166,000 (26,000) 1994 Completed 27.5

Madisonville Manor Senior
Citizens Complex, Ltd. 105,000 (9,000) 1994 Completed 50

Mt. Graham Housing, Ltd. 149,000 (64,000) 1994 Completed 27.5

Northside Plaza Apartments,
Ltd. 145,000 (20,000) 1994 Completed 50

Pampa Manor, L.P. 99,000 (31,000) 1994 Completed 40

Regency Court Partners 661,000 (220,000) 1994 Completed 40

Sandpiper Square, a Limited
Partnership 98,000 (14,000) 1994 Completed 35

Seneca Falls East Apartments
Company II, L.P. 141,000 (18,000) 1998 Completed 40


42




WNC Housing Tax Credit Fund IV, L.P., Series 1
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


--------------------------------------------------------------------------------------
For the year ended December 31, 1999
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
-------------------------------------------------------------------------------------------------------------------

Vernon Manor, L.P. 86,000 (12,000) 1994 Completed 40

Waterford Place, a Limited
Partnership 122,000 (36,000) 1994 Completed 40


Yantis Housing, Ltd. 74,000 (16,000) 1994 Completed 40
----------- -----------
$ 3,236,000 $ (817,000)
=========== ===========



43



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1 (Registrant)


By: WNC Tax Credit Partners IV, L.P., General Partner

By: WNC & Associates, Inc., General Partner



By: /s/ Wilfred N. Cooper, Jr.
--------------------------
Wilfred N. Cooper, Jr., President
Chief Operating Officer of WNC & Associates, Inc.

Date: JUNE 06, 2002


By: /s/ Thomas J. Riha
------------------
Thomas J. Riha, Vice-President
Chief Financial Officer of WNC & Associates, Inc.

Date: JUNE 06, 2002


By /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc.

Date: JUNE 06, 2002


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


By /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc.

Date: JUNE 06, 2002


By: /s/ David N. Shafer
- --- -------------------
David N Shafer, Director of WNC & Associates, Inc.

Date: JUNE 06, 2002










LAUREL CREEK APARTMENTS
(A California Limited Partnership)
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2001

















LAUREL CREEK APARTMENTS
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2001




TABLE OF CONTENTS
Page

Independent Auditors' Report 1

Balance Sheet 2

Statement of Income, Expenses and
Changes in Partners' Capital 3

Statement of Cash Flows 4

Notes to Financial Statements 5












INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Laurel Creek Apartments
San Luis Obispo, California

We have audited the accompanying balance sheet of Laurel Creek Apartments (A
California Limited Partnership) as of December 31, 2001 and December 31, 2000
and the related statements of income, expenses, and changes in partners'
capital, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnerships' management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Laurel Creek Apartments as of
December 31, 2001 and December 31, 2000, and the results of its operations for
the years then ended in conformity with generally accepted accounting
principles.





February 7, 2002







LAUREL CREEK APARTMENTS
BALANCE SHEET
DECEMBER 31, 2001 AND 2000


2001 2000
---- ----


ASSETS
CURRENT ASSETS
Cash (Note 2) $ 48,449 $ 27,206
Accounts receivable 1,050 863
Prepaid expenses 1,173 1,149
---------------- ---------------
TOTAL CURRENT ASSETS 50,672 29,218

Restricted reserves (Note 3) 32,419 27,619

Land, structures and equipment, net of
accumulated depreciation of $533,911
and $463,746 (Note 4) 1,631,443 1,701,608

Organizational costs, net of accumulated
amortization of $13,993 and
$12,325 (Note 5) 12,925 14,593
----------------- ---------------
TOTAL ASSETS $ 1,727,459 $ 1,773,038
================= ===============
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable - other $ 8,614 $ 10,580
Accounts payable - related party (Note 7) 4,159 10,325
Security deposits payable 8,260 7,486
Current portion of long-term debt (Note 6) 28,934 24,717
----------------- --------------
TOTAL CURRENT LIABILITIES 49,967 53,108

Long-term debt (Note 6) 581,668 611,326
----------------- --------------
TOTAL LIABILITIES 631,635 664,434

Partners' capital 1,095,824 1,108,604
------------------ ---------------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 1,727,459 $ 1,773,038
================== ===============



See accompanying notes.
2



LAUREL CREEK APARTMENTS
STATEMENT OF INCOME, EXPENSES AND
CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




2001 2000
---- ----


OPERATING INCOME
Rental income $ 180,345 $ 165,469
Tenant charges 434 3,874
Other 169 -
----------------- -----------------
TOTAL OPERATING INCOME 180,948 169,343
----------------- -----------------
OPERATING EXPENSES
Administration 18,645 17,996
Insurance and taxes 3,709 4,464
Maintenance 22,867 38,924
Utilities 20,074 19,512
Depreciation and amortization 71,833 72,716
------------------ -----------------
TOTAL EXPENSES 137,128 153,612
------------------ -----------------
NET INCOME (LOSS) FROM OPERATIONS 43,820 15,731
------------------ -----------------
OTHER INCOME AND EXPENSES
Interest income 2,612 1,620
Interest expense (50,490) (52,506)
------------------ -----------------
NET OTHER INCOME UNDER EXPENSES (47,878) (50,886)
------------------ -----------------
NET LOSS (4,058) (35,155)

BEGINNING PARTNERS' CAPITAL 1,108,604 ,147,135

Partner withdrawals (8,722) (3,376)
------------------ -----------------
ENDING PARTNERS' CAPITAL $ 1,095,824 $ 1,108,604
================== =================



See accompanying notes.
3



LAUREL CREEK APARTMENTS
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001 AND 2000




2001 2000
---- ----

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (4,058) $ (35,155)
Adjustments to reconcile net loss to
Net cash provided by operating activities
Depreciation and amortization 71,833 72,716
(Increase) decrease in:
Accounts receivable (187) 368
Prepaid expenses (24) (438)
Restricted reserves (4,800) (4,800)
Increase (decrease) in:
Accounts payable - other (1,966) 2,095
Accounts payable - related parties (6,166) (10,027)
Security deposits payable 774 456
------------------ --------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 55,406 25,215
------------------ --------------

CASH FLOWS FROM FINANCING ACTIVITIES

Capital withdrawals (8,722) (3,376)
Payment of debt (25,441) (23,843)
------------------ --------------
NET CASH USED IN FINANCING ACTIVITIES (34,163) (27,219)
------------------ --------------
NET INCREASE (DECREASE) IN CASH 21,243 (2,004)

CASH - BEGINNING OF YEAR 27,206 29,210
------------------ --------------
CASH - END OF YEAR $ 48,449 $ 27,206
================== ==============




See accompanying notes.
4



LAUREL CREEK APARTMENTS
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2001


Note 1 - DEFINITION OF REPORTING ENTITY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

The Laurel Creek Apartments is a California Limited Partnership which
was formed on May 17, 1994. The partnership was formed to construct,
acquire, own, operate, maintain, manage, lease, sell, mortgage or
otherwise dispose of a 24 unit apartment complex located in the City
of San Luis Obispo, California.

As of the report date there are two partners in the partnership,
consisting of one general and one limited partner.

Summary of Significant Accounting Policies

a. Basis of accounting

The partnership is accounted for on the accrual basis of
accounting. Under this method revenues are recognized when they
are earned and expenses are recognized when they are incurred.

b. Fixed assets and depreciation

Fixed assets are carried at cost. Expenditures for the fixed
assets are capitalized. Maintenance and repairs are charged to
operations. Depreciation is calculated using the straight-line
basis over the estimated useful lives.

c. Income taxes

Taxable income or expenses and related tax credits are not
reflected as expenses or credits of the partnership. These items
are the responsibilities of the individual partners.

5



LAUREL CREEK APARTMENTS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001

(Continued)

Note 2 - CASH

Cash consists of $47,658 deposited into savings or checking accounts,
and $791 is on deposit with the State of California Local Agency
Investment Fund. At December 31, 2001 the amount deposited into the
savings accounts and the Local Agency Investment Fund earned interest
at rates from 3.30% to 3.52% respectively.

Note 3 - RESTRICTED CASH

Restricted cash consists of $32,419 maintained in a money market
account earning 3.30%. This cash is reserved for the replacement of
structures and equipment.

Note 4 - LAND, STRUCTURES AND EQUIPMENT

Property and equipment and accumulated depreciation consist of the
following:


Accumulated
Cost Depreciation


Land $ 275,000 $ -
Building 1,868,634 512,420
Equipment 21,720 21,491

$ 2,165,354 $ 533,911
Note 5 - ORGANIZATION COSTS

Organization costs and accumulated amortization consist of the following:


Accumulated
Cost Amortization

Organization costs $ 26,918 $ 13,993


6




LAUREL CREEK APARTMENTS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001

(Continued)


Note 6 - NOTE PAYABLE

The Agency has a mortgage note payable to the First Bank of San Luis
Obispo. The note requires principal and interest payments totaling
$6,381 each month until 9/1/2014. The note bears interest at 8% per
annum. The following is a schedule of the debt payment requirements to
maturity:

Year ending
December 31

2002 $ 76,569
2003 76,569
2004 76,569
2005 76,569
2006 76,569
Thereafter 587,026

Total 969,871

Less amounts representing
interest 359,269

$ 610,602

Note 7 - RELATED PARTIES

The accounting and administrative functions of the partnership are
performed by employees of the Housing Authority of the City of San
Luis Obispo (the Authority). Two members of the general partner's (San
Luis Obispo Nonprofit Housing Corporation) board of directors are also
members of the board of commissioner's of the Housing Authority of the
City of San Luis Obispo.

At December 31, 2001 the partnership owed the Authority $4,159. During
the year ended December 31, 2001, the partnership paid the Authority
$17,337 in maintenance expenses and management fees.






7



Note 8 - LAND DONATION AND LEASE

The land upon which the Laurel Creek Apartments were built was
originally leased from the City of San Luis Obispo (the City) by the
Housing Authority of the City of San Luis Obispo (the Authority). This
lease agreement was later assigned from the Authority to the San Luis
Obispo Nonprofit Housing Corporation (the Corporation). The lease was
later assigned to the Laurel Creek Apartments Partnership. Each of the
above mentioned agencies have common board members or in some other
manner have oversight responsibilities over the other organizations;
which would qualify them as related parties.

The lease expires on April 29, 2046. The provisions for extending or
renewing the lease term are not specified and are contingent upon the
continuation of the project being used to provide affordable housing
to lower income families. The annual lease payments are $1 per year.

The land was recorded on the Agency's books of accounts at the
appraised value on the date the land lease was assigned to the Agency.
This appraised value was $275,000. The value of the land was also
recorded as a capital contribution from the general partner on that
date.











Regency Court Partners
(A Limited Partnership)

Audited Financial Statements
December 31, 2001










CONTENTS





Page

INDEPENDENT AUDITOR'S REPORT 1-2
FINANCIAL STATEMENTS:
Balance Sheets 3-4
Statements of Operations and Changes in Partners' Equity 5
Statements of Changes in Partners' Equity 6
Statements of Cash Flows 7-8
Notes to Financial Statements 9-15
SUPPLEMENTARY INFORMATION:
Supplemental Schedule of Expenses 16
Supplemental Data Required by CHFA 17-19
INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROLS 20-21
INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE
WITH LAWS AND REGULATIONS 22
CERTIFICATION OF GENERAL PARTNER 23












Partners
Regency Court Partners
Costa Mesa, California



INDEPENDENT AUDITOR'S REPORT


I have audited the accompanying balance sheet of Regency Court Partners, a
California Limited Partnership (CHFA Project No. 92-002-S) as of December 31,
2000 and 2001, and the related statements of operations and changes in 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 auditing standards generally accepted
in the United States, Government Auditing Standards issued by the Comptroller
General of the United States, and the standards for financial and compliance
audits contained in California Housing Finance Agency Audited Financial
Statements Handbook (revised December 1991). 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 Regency Court Partners, a
California Limited Partnership (RHCP Project No. 92-002-S) as of December 31,
2000 and 2001, and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States.

My audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplementary information shown on
pages 16 to 19 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements of Regency Court Partners (RHCP
Project No. 92-002-S). Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in my
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.







Regency Court Partners
CHFA Project No. 92-002-S
Independent Auditor's Report, December 31, 2001
Page 2




In accordance with Government Auditing Standards, I have also issued a
report dated March 4, 2002 on my consideration of Regency Court Partners'
internal control structure and a report dated March 4, 2002 on its compliance
with laws and regulations.

The accompanying financial statements have been prepared assuming that the

Partnership will continue as a going concern. As discussed in Note 2 to the
financial statements, the Partnership has suffered recurring losses and an
ongoing need for capital infusion to meet normal financial obligations that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/JACK GILK
JACK GILK

March 4, 2002 33-0724657





See the accompanying notes to financial statements.
---------------------------------------------------
2



REGENCY COURT PARTNERS
CHFA Project No. 92-002-S
(A California Limited Partnership)
- --------------------------------------------------------------------------------
BALANCE SHEETS, DECEMBER 31, 2000 AND 2001
- --------------------------------------------------------------------------------




A S S E T S



2001 2000
------------- -------------

Current Assets:
Operating cash and equivalents $ 4,235 $ 13,111
Tenant security deposit cash 25,643 24,232
Tenant accounts receivable 111 1,032
Other accounts receivable - 330
Prepaid expenses 10,415 9,188
Tax impound account 72,381 69,067
Hazard insurance impound account 9,768 8,982
Earthquake insurance impound account 9,308 16,670
------------- -------------
Total current assets 131,861 142,612
------------- -------------

Property, Building and Equipment, At Cost:
Building and improvements 7,703,983 7,703,983
Equipment 3,572 3,572
------------- -------------
7,707,555 7,707,555
Accumulated depreciation (1,200,085) (1,003,794)
----------- -----------
Property, building, and equipment - net 6,507,470 6,703,761
------------- -------------

Other Assets:
Replacement reserve 105,628 96,452
CHFA partner suspense account 51,191 48,934
Unamortized deferred costs 26,415 33,018
------------- -------------
Total other assets 183,234 178,404
------------- -------------

$6,822,565 $7,024,777
========== ==========


See the accompanying notes to financial statements.
---------------------------------------------------
3




Regency Court Partners
CHFA Project No. 92-002-S
Balance Sheets, December 31, 2000 and 2001
Page 2


- ------------------------------------------------------------------------------------------------------------------------------------



LIABILITIES AND PARTNERS' EQUITY


2001 2000
------------- -------------

Current Liabilities:
Current portion of mortgage payable $ 71,918 $ 67,170
Accounts payable 7,712 6,708
Tenant security trust liability 24,237 23,597
Accrued interest 23,941 24,325
Accrued other 2,525 -
Unearned rental income 242 4,119
------------- -------------
Total current liabilities 127,900 125,919

Long-term Debt:
Accrued property tax 346,612 346,612
Accrued interest 192,828 165,828
Accrued expenses 167,000 167,000
Mortgage payable, less current portion 4,122,179 4,194,098
Other note payable 894,900 894,900

Partners' equity 968,471 1,130,420
------------- -------------

$ 6,822,565 $ 7,024,777
============= =============


See the accompanying notes to financial statements.
---------------------------------------------------
4



REGENCY COURT PARTNERS
CHFA Project No. 92-002-S
(A California Limited Partnership)
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS AND CHANGES
IN PARTNERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
- --------------------------------------------------------------------------------




2001 2000
------------- -------------

Revenue:
Tenant gross potential rents $ 568,837 $ 597,724
Rental assistance 92,711 77,168
Excess assistance 5,026 -
Less vacancies (9,388) (18,143)
------------ -------------
Net rental income 657,186 656,749
Laundry and vending income 7,000 7,076
Tenant charges income 270 971
Interest income 11,847 12,952
------------ -------------
Total revenues 676,303 677,748
------------ -------------

Expenses:
Payroll and related costs 83,566 73,267
Administrative 70,223 72,827
Utilities 65,938 57,763
Operating and maintenance 74,435 67,066
Insurance and taxes 24,765 22,781
Interest 316,430 320,891
Depreciation 202,895 201,666
------------- -------------
Total expenses 838,252 816,261
------------- -------------

Net loss before extraordinary items (161,949) (138,513)

Extraordinary items:
Prior years adjustment to CDC note payable - 28,218
Reduction of prior years property tax accrual - 48,000
------------- -------------

Net Loss (161,949) (62,295)

Partners' equity - beginning 1,130,420 1,192,715
------------- -------------

Partners' equity - ending $ 968,471 $ 1,130,420
============= =============




See the accompanying notes to financial statements.
---------------------------------------------------
5




REGENCY COURT PARTNERS
CHFA Project No. 92-002-S
(A California Limited Partnership)
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
- --------------------------------------------------------------------------------



Old New
General General Limited
Partner Partner Partner Total
------------- -------------- ------------- --------------


Balance - December 31, 1999 $ 729,544 $ (5,816) $ 468,987 $ 1,192,715

Net Loss - 2000 - (623) (61,672) (62,295)
------------- -------------- -------------- ---------------

Balance - December 31, 2000 729,544 (6,439) 407,315 1,130,420

Net Loss - 2001 - (1,619) (160,330) (161,949)
------------- -------------- -------------- ---------------

Balance - December 31, 2001 $ 729,544 $ (8,058) $ 246,985 $ 968,471
============= ============== ============== ===============

Profit and loss percentage
at December 31, 2001 0% 1% 99% 100%
============= =============== ============== ===============


See the accompanying notes to financial statements.
---------------------------------------------------
6



REGENCY COURT PARTNERS
CHFA Project No. 92-002-S
(A California Limited Partnership)
- --------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
- --------------------------------------------------------------------------------



2001 2000
------------ -----------

Cash flows from operating activities:
Rental receipts $ 547,471 $ 568,802
Tenant assistance payments 92,711 77,168
Interest receipts 684 1,084
Other receipts 7,270 8,047
Payments to suppliers and employees:
Administrative expenses (21,772) (17,065)
Management fees (52,185) (53,606)
Utilities (65,938) (64,356)
Salaries and wages (53,344) (46,531)
Operating and maintenance (68,068) (71,720)
Payroll taxes (5,304) (4,382)
Property insurance (21,425) (19,446)
Miscellaneous taxes and insurance (14,212) (12,402)
Interest on mortgage (289,814) (289,199)
Tenant security deposits ( 771) (635)
------------- -----------
Net cash provided by operating activities 55,303 75,759
------------- -----------

Cash flows from investing activities:
Deposits to reserve, including interest (37,612) (38,332)
Withdrawals from reserve 28,436 63,124
Reserve interest 11,163 5,332
Funding of tax and insurance impound - net 1,005 (5,955)
Capital expenditures - (49,224)
------------- -----------
Net cash used in investing activities 2,992 (25,055)
------------- -----------

Cash flow used in financing activities -
Mortgage principal payments (67,171) (67,784)
------------- -----------

Net increase (decrease) in cash (8,876) (17,080)
Cash at beginning of year 13,111 30,191
------------- -----------

Cash at end of year $ 4,235 $ 13,111
============= ===========


See the accompanying notes to financial statements.
---------------------------------------------------
7




Regency Court Partners
CHFA Project No. 92-002-S
Statements of Cash Flows, December 31, 2000 and 2001
Page 2

- --------------------------------------------------------------------------------



Reconciliation of Net Loss
to Net Cash Provided by Operating Activities





2001 2000
------------- -------------


Net Loss $ (161,949) $ (62,295)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation and amortization 202,894 201,665
Decrease (increase) in:
Security deposit cash (1,411) (1,098)
Receivables 1,251 (1,362)
Prepaids (1,227) (2,876)
Increase (decrease) in:
Payables 1,004 (5,885)
Security deposit liability 640 463
Accrued interest 26,616 31,692
Other accruals 2,525 -
Unearned income (3,877) 3,541
Reserve and impound interest earned (11,163) (11,868)
Extraordinary items - (76,218)
------------ -----------

Net cash provided by operating activities $ 55,303 $ 75,759
============ ===========


See the accompanying notes to financial statements.
---------------------------------------------------

8








REGENCY COURT PARTNERS
CHFA Project No. 92-002-S
(A California Limited Partnership)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
- --------------------------------------------------------------------------------



1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Regency Court Partners is a California limited partnership
formed in 1992 to acquire an interest in real property located in Monrovia,
California and to construct and operate thereon an apartment complex of 115
units for low-income senior citizens. Mortgage financing was provided by
the California Housing Finance Agency (CHFA). Such projects are regulated
under the terms of a Regulatory Agreement with CHFA, including rent
charges, operating methods and other matters.

Capitalization and Depreciation: Assets are recorded at cost and
depreciated for financial accounting purposes using the straight-line
method over their estimated useful lives. The principal estimated useful
lives used in computing the depreciation provisions are 40 years for
building and 10 years for equipment The policy of the project is to charge
amounts expended for maintenance, repairs, and minor replacements to
expense, and to capitalize expenditures for major replacements and
betterments.

Deferred Costs: Deferred costs, comprised substantially of tax credit fees,
are amortized over their estimated useful life of ten years.

Cash and Cash Equivalents: For purposes of reporting cash flows, cash
includes unrestricted cash in bank, cash on hand, savings accounts, and all
certificates of deposit with original maturities of three months or less.

The Partnership maintains its cash in bank deposit accounts, which at times
may exceed federally insured limits. The Partnership has not experienced
any losses in such accounts. The Partnership believes it is not exposed to
any significant credit risk on cash and cash equivalents.

Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect: (1) the reported amounts of assets
and liabilities and disclosure of contingencies at the date of the
financial statements, and (2) the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Rental Income and Unearned Rents: The Partnership rents apartment units on
a month to month basis and recognizes revenues when earned. Advance
receipts of rents are classified as liabilities until earned.

9
---------------------------------------------------------------------------



Regency Court Partners
CHFA Project No. 92-002-S
Notes to Financial Statements, December 31, 2001
Page 2

- --------------------------------------------------------------------------------


Income Taxes: No provision is made for income taxes since such taxes, if
any, are the liability of the individual partners.

Reclassifications: Certain reclassifications have been made to the 1999
financial statements to conform with the 2000 presentation.

2. GOING CONCERN AND PROPERTY TAX LIABILITY

The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern which contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business. A number of factors including recurring losses and a
working capital deficiency raise substantial doubt about the Partnership's
ability to continue as a going concern.

The Partnership has not received real property tax bills since the
inception of its land lease in 1994, and accordingly, has not paid real
property taxes since that date. The Partnership has applied for property
tax exemption, under the California welfare organization exemption, for
1999 and 1998 property tax. The Partnership has also requested that
property taxes from June 1995 through December 1997, be abated. The
Partnership believes that it will receive the abatement for 1999, 1998 and
future taxes due to the non-profit status of its general partner. In
addition, the Partnership is optimistic about receiving an abatement for
the property taxes for the period June 1995 through December 1997, as it
had a non-profit general partner during that time period.

Communications with governmental authorities indicate application
processing is three to five years behind. However, authorities state that
tax exemption will likely be granted. In December of 2000 the first
applications were returned as accepted for the tax periods 99-00 and 00-01.
Accordingly, one-half of the 1999 property tax accrual has been reversed
and no accrual has been made for the year 2000.

These financial statements reflect a liability of $346,612 as of December
31, 2001 and 2000 for unbilled/unpaid property taxes. The liability will be
reduced when future tax exemptions are received. Cash generated from the
Partnership's operations has not been sufficient enough to pay such tax
liability.



10
---------------------------------------------------------------------------



Regency Court Partners
CHFA Project No. 92-002-S
Notes to Financial Statements, December 31, 2001
Page 3

- --------------------------------------------------------------------------------


If an abatement for prior years' taxes is not obtained, the Partnership
will seek to negotiate a 5 year payment plan during which to pay those
taxes. If the Partnership is unsuccessful, it may request additional funds
from the limited partner to satisfy this obligation. However, the limited
partner is under no obligation to contribute any additional amounts. The
Partnership believes the abatement of property taxes, if obtained, will
enable the Partnership to fund its on-going operations.

The Partnership's continued existence is dependent upon its ability to
resolve its liquidity problems, principally by obtaining an abatement of
real property taxes and/or obtaining additional equity capital. While
pursuing the tax abatement and/or additional equity funding, the
Partnership must continue to operate on limited cash flow generated
internally.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary
should the Partnership be unable to continue as a going concern. The
Partnership's continuation as a going concern is dependent upon its ability
to general sufficient cash flow to meet its obligations on a timely basis,
to comply with the terms of its financing agreement, to obtain additional
financing or refinancing as may be required, and ultimately to attain
profitability.

3. EXTRAORDINARY ITEMS

Prior Years Adjustment to CDC Note Payable and Related Accrued Interest:
Communication with Community Development Commission, County of Los Angeles
(CDC) confirmed that the balance of the note payable at December 31, 2000
was $894,900. Balance in the December 31, 1999 financial statements was
$899,950 - a difference of $5050. In addition, accrued interest on the note
payable was confirmed as $165,828 at December 31, 2000. Interest expense
for the 2000 year on the CDC note payable is appropriately $27,000.
Accordingly, the adjustment of $23,168 to prior years accrued interest was
treated as an extraordinary item as is the adjustment to the balance of the
note payable. Total items related to CDC note payable amount to $28,218.

Prior Years Adjustment to Accrued Property Tax: During the year 2000, tax
exemptions were received for the 99-00 and 00-01 tax years. Accordingly,
one-half of the prior 1999 accrual for property tax was reversed and is
being reported as an extraordinary item.

11
---------------------------------------------------------------------------



Regency Court Partners
CHFA Project No. 92-002-S
Notes to Financial Statements, December 31, 2001
Page 4


- --------------------------------------------------------------------------------

4. RESTRICTED FUNDS

As required by the Regulatory Agreement with CHFA, the Partnership is
required to make monthly impound deposits to cover insurance premiums,
property taxes and to maintain an operating reserve and a reserve for
replacements. These restricted funds are held by, and expenditures are
subject to, supervision and approval by CHFA. The operating reserve is
funded by a letter of credit.

5. MORTGAGE PAYABLE

California Housing Finance Agency 6.85% real estate mortgage payable in
monthly installments of $29,749, including interest. Final payment is due
in the year 2025. The mortgage may not be paid in advance without approval
of CHFA, nor may the building be sold, demolished or alterations made
without CHFA's prior approval. $4,194,097

Less current portion (71,918)
----------
$4,122,179

Principal amounts maturing for the next five years are:

2002 $71,918
2003 77,002
2004 82,446
2005 88,274
2006 94,514



12
---------------------------------------------------------------------------



Regency Court Partners
CHFA Project No. 92-002-S
Notes to Financial Statements, December 31, 2001
Page 5

- --------------------------------------------------------------------------------


6. OTHER NOTE PAYABLE

Community Development Commission, County of Los Angeles (CDC) 3%
construction loan secured by second trust deed on buildings and
improvements. Payments made to the extent there are residual receipts. In
the event that residual rental receipts are available in any year, 70%
thereof shall be paid to the holder of the construction loan and the
remaining 30% balance will be paid to the CDC as rent on the ground lease.
Upon payment of $750,000 of the outstanding balance, 3.4% of the residual
rental receipts shall be paid to the CDC as repayment of principal and
interest. All unpaid amounts will be due and payable in the year 2025.
Accrued interest is $192,828 at December 31, 2001. $894,900

7. RELATED PARTY TRANSACTIONS

The Regulatory Agreement with CHFA limits the maximum annual distributions
to partners. Such distributions are payable only from surplus cash (as
defined), but accumulate and may be distributed to the extent surplus cash
is generated from future operations. No surplus cash was available at
December 31, 2001 and 2000.

Capital Contributions: The limited partner, WNC Housing Tax Credit Fund IV,
L.P. Series I, a 99% limited partner, is required to make a capital
contribution of $1,691,585, in amounts and at times as stated in the
Limited Partnership Agreement. The limited partner's cash contributions may
be reduced to account for reduced tax benefits, if any. As of December 31,
2001, the limited partner has contributed $1,641,782.

Profit or Loss Allocations: All items included in the calculation of income
or loss not arising from a sale or refinancing, and all tax credits, shall
be allocated 99% to the limited partner and 1% to the general partner.


13
---------------------------------------------------------------------------



Regency Court Partners
CHFA Project No. 92-002-S
Notes to Financial Statements, December 31, 2001
Page 6

- --------------------------------------------------------------------------------


Cash Distributions: Residual rental receipts, as defined, shall be
distributed as follows:

(i) 70% to the CDC until $750,000 of the construction loan has been repaid;
3.4% thereafter;

(ii) 30% to the CDC as payment under the ground lease;

(iii)The remaining residual rental receipts shall be distributed to the
Partners in proportion to their partnership interests.

Distribution of sale or refinancing proceeds, as defined, shall be made in
accordance with the Limited Partnership Agreement.

A monthly asset management fee is payable to the general partner. Fees of
$22,383 and $20,700 were incurred for the years 2001 and 2000 respectively.

An affiliate of one of the former general partners provided property
management services to the Partnership from January 1996 to September 1997.
Such services are now provided by an affiliate of the limited partner.
Included in long-term accrued expenses at December 31, 2001 and December
31, 2000 is $88,000 of management fees payable to such entity.

An affiliate of the limited partner provides property management services
to the Partnership. Property management fees were $32,657 and $32,576 for
the years 2001 and 2000, respectively.

8. COMMITMENTS AND CONTINGENCIES

Purchase Option: On January 4, 1994, the Partnership executed a Disposition
and Development Agreement with the CDC. The Disposition and Development
Agreement grants the Partnership the option to purchase the Rental Property
under construction commencing on the first day of the 15th year of the
ground lease and ending on the last day of the 20th year of the ground
lease. The purchase price will be the future value of the CDC's original
interest in the Rental Property under construction based on an 8% annually
compounded return, less any payments made by the Partnership related to
interest.

Ground Lease: On January 4, 1994, the Partnership executed a Ground Lease
Agreement with the CDC. Future minimum rental payments on the ground lease
are based on 30% of residual rental receipts, as defined, and will be paid
annually through 2049. No payments were made during the years ended
December 31, 2001 and 2000.

14
---------------------------------------------------------------------------



Regency Court Partners
CHFA Project No. 92-002-S
Notes to Financial Statements, December 31, 2001
Page 7

- --------------------------------------------------------------------------------


9. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Partnership's sole asset is a 115-unit apartment complex. The
Partnership's operations are concentrated in the multifamily real estate
market In addition, the Partnership operates in a heavily regulated
environment. The operations of the project are subject to the
administrative directives, rules and regulations of federal, state and
local regulatory agencies, including, but not limited to CHFA. Such
administrative directives, rules and regulations are subject to change by
an act of congress, the State of California or an administrative change
mandated by CHFA. Such changes may occur with little notice or inadequate
funding to pay for related costs, including the additional administrative
burden, to comply with a change.

15
---------------------------------------------------------------------------