Annual Report {AR-1}

FORM AR-1 Venture222s Ident. No. STATE OF NEW YORK DEPARTMENT OF LAW BUREAU OF REAL ESTATE FINANCE NEW YORK, NEW YORK 10 A N N U A L R E P O R T Pursuant to Section 352-e of the General Business Law of the State of New York, two (2) copies of this report must be filed no later than four (4) months after the close of the venture222s fiscal year accompanied by a filing fee of $5.00. Make check payable to the 223Department of Law224. A full set of attachments need be attached to only one copy, designated as the 223original224. Answer all questions on both copies. Indicate by check mark in the appropriate box whether this report is: The 223original224 with attachments [ ] The 223copy224 [ ] 1.Name of venture: 2.Address: 3.Mailing Address (if different from above): 4.Telephone number and name of person or firm to be called for information relative tothis report: 5.Form of organization :Limited Partnership[ ] Corporation[ ] General Partnership [ ] Trust[ ] Other[ ] Specify American LegalNet, Inc. www.FormsWorkFlow.com 2 6.Period covered by report: to (Starting date of (End of fiscal venture, or or calendar beginning of year of fiscal year, venture) whichever is applicable) 7.Names of all other ventures which have filed prospectuses or were required to havefiled prospectuses with the Attorney General in which the principals of this venture areor were principals. 8 Type of Real Estate Operation:Indicate nature of ownership Leasehold Fee Other Specify Loft Building (s) [ ] [ ] [ ] Office Building(s) [ ] [ ] [ ] Apartment House (s) [ ] [ ] [ ] Industrial Park [ ] [ ] [ ] Shopping Center [ ] [ ] [ ] Hotel or Motel [ ] [ ] [ ] Other [ ] [ ] [ ] Specify Set forth a list of real property interests involved, indicating: (a) Address of each premises or other description of location. (b) Nature of real estate -- loft, office building etc. (c) Nature of interest in real property -- fee ownership, lease, mortgage, other. American LegalNet, Inc. www.FormsWorkFlow.com 3 9. Name and address of all banks where venture kept accounts during the period covered by this report. NAME ADDRESS 10. Name and address of all accountants or accounting firms auditing your records during the period covered by this report. 11. As to this report, please check the appropriate box: First annual report [ ] Second annual report [ ] Annual report subsequent to 1st and 2nd annual reports [ ] If this report is either a 1st or 2nd annual report, Section 223A224 (See below) must be filled out as well as Sections 223B224 and 223C224. If this report is an annual report subsequent to the 1st and 2nd annual reports and both such reports have been filed timely, then only Sections 223B224 and 223C224 need be filled out. SECTION 223A224 12A. Date of original prospectus 12B. Amount of original offering 12C. Amount raised from public not including funds from warehousing. Detail number of units sold and price. 12D. Amount raised from other sources including principals, general partners, nominees of general partners, professional lenders or funds raised under any secured or unsecured loan agreement by venture or principals thereof: (Specifically identify in detail on separate sheet each such source, and detail amounts raised from each such source, and conditions and terms applicable thereto). 12E. Date of completion of offering: American LegalNet, Inc. www.FormsWorkFlow.com 4 12F. If offering was never completed, was form RS-3 filed: Yes [ ] No [ ] 12G. If venture is in limited partnership form state (1) Date of first filing of partnership certificate (2) Date affidavit of publication filed (3) Date amended certificate of limited partnership or other certificate indicating names of all original and additional limited partners filed (if original and amended certificates were not filed with Attorney General within five (5) days of completion of offering, please explain reasons on an attached separate sheet). Check here [ ] if such attachment is being supplied with this report. SECTION 223B224 (ALL ventures must fill out Section 223B224 completely) 13.During the period covered by this report, did any of the principals sell, hypothecate,pledge, encumber, assign or otherwise dispose of any of their investment or interest(acquired through cash or otherwise) in the venture? Yes [ ] No [ ] If yes, state full details on a separate sheet, including consideration, purchaser, assignee, etc., relationship to principal and other pertinent details. Check here [ ] if such statement is being supplied with this report. 14.During the period covered by this report did the venture pledge, encumber or assign anyof its securities? Yes [ ] No [ ] If yes, state on separate sheet the persons to whom such securities were pledged, encumbered or assigned and set forth detailed terms of each transaction. Check here [ ] is such statement is being supplied with this report. American LegalNet, Inc. www.FormsWorkFlow.com 5 15.During the period covered by this report has there been any material default by theventure in payment of any mortgage, taxes, interest or other obligation or obligations onsecured or unsecured debt?Yes [ ] No [ ] If yes, state the details on a separate sheet attached. Check here if separate sheet is being supplied with this report. [ ] 16.During the period covered by this report was any reserve set up for a purpose otherthan the payment of distributions to investors, reduced or terminated by application offunds therein for purposes materially different from that for which said reserve wasestablished.Yes [ ] No [ ] If yes, state the details on a separate sheet attached. Check here if separate sheet is being supplied with this report. [ ] 17.Have the principals, officers, partners or directors of the venture received any noticefrom any lessee or other person or firm or otherwise learned of a material fact whichmay substantially affect future distributions? Yes [ ] No [ ] If yes, state the details on a separate sheet attached. Check here is separate sheet is being supplied with this report. [ ] 18.During the period covered by this report, were any loans or advances made toprincipals, offerings, partners or directors of the venture? Yes [ ] No [ ] If yes, state the details on a separate sheet attached, particularly indication the authority upon which such monies were disbursed and the full terms of such loans or advances. Check here if separate sheet is being supplied with this report. [ ] 19.If the venture anticipated any distributions or had any priority of order of distributions inits prospectus, or last annual report, state distributions that were anticipated and priorityof order of distributions. American LegalNet, Inc. www.FormsWorkFlow.com 6 20A. Did venture borrow any funds, sell any of its capital assets, mortgage any of its properties, or acquire substantial assets, whether or not subject to mortgages, have any of its assets condemned, incur new obligations, or enter into contracts relating to realty during the period covered by this report? Yes [ ] No [ ] If yes, set forth on separate sheet the full details thereof, including names and address of all parties, holders of mortgages, terms of mortgages not previously disclosed in AR-1, etc. Check here is such statement is being supplied with this report. [ ] 20B. Where funds were raised for discretionary investment by trustees, general partners or otherwise, copies of all contracts, mortgages, agreements and other material papers should be attached hereto and identified in full. Check here if such attachments are being supplied with this report. [ ] 21A. Set forth any sums paid to principals, directly or indirectly for service or goods furnished to the venture not covered in your answer to Question 31 hereof. Indicate nature of such services and cost of such goods sold by such principals: Principal Consideration Purpose of Payment Cost of Goods 21B. Where any goods or services were furnished by any party, entity, organization of group in which the principals have any financial interest, direct or indirect, indicate nature of interest on a separate sheet and nature of transaction, goods or services furnished and amounts paid to such suppliers. Check here