('Cap Source I') and Capital Source II L.P.-A, ('CapВ Source II', and together with Cap Source I, the 'Partnerships'), (the 'Merger'). The Company began operations on December 31, 2000, when it merged with Capital Source L.P. The distributive share of the Company's income, deductions and credits is included in each Unit holder's income tax return. The Company is classified as a partnership for federal income tax purposes, accordingly, no provision for income taxes is made. The general partner of the Company is America First Capital Source I L.L.C. The Company's business objectives are to: (i) provide increased cash distributions to investors (ii) provide a potential for an increase in net asset value and, (iii) provide enhanced liquidity and market value of its Units. (the 'Company') was formed on Junder the Delaware Revised Uniform Limited Partnership Act for the purpose of acquiring, holding, operating, selling and otherwise dealing primarily with multifamily residential properties, including the acquisition of debt and equity securities of entities engaged in similar activities. Certain Relationships and Related TransactionsДЄmerica First Real Estate Investment Partners, L.P. Security Ownership of Certain Beneficial Owners Changes in and Disagreements With Accountants Financial Statements and Supplementary Data Quantitative and Qualitative Disclosures About Management's Discussion and Analysis of Financial Market for Company's Common Equity and Related Submission of Matters to a Vote of Security Holders The aggregate market value of the Company's Units held by non-affiliates of the Company on March 8, 2002, based on the final sales price per Unit as reported in the Wall Street Journal on Mawas $49,820,111. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of the chapter) is not contained herein, and will not be contained, to the best of the 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. 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. Units of Assigned Limited Partner Interest ('Units') Securities Registered Pursuant to Section 12(g) of the Act: Securities Registered Pursuant to Section 12(b) of the Act: (Registrant's telephone number, including area code) (Address of principal executive offices) (Zip Code) Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102 Incorporation or organization) Identification No.) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESДЄmerica First Real Estate Investment Partners, L.P. ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEДЇor the fiscal year ended December 31, 2001

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