Sample Prospectus:

 Prospectus

Guadalupe street apartments
A five unit apartment property

________ South Guadalupe St.

________, Texas Zip________

Rental property consisting of one 4 unit apartment building and a single family home.

Each apartment has two bedrooms, one bath, and the house has three bedrooms, one bath.

Lot size: 10,946 sq. ft.

House size 36.2' x 32.3'

4-Unit two story building size 31.1' x 20.5' plus porch and steps.

Investment Units Being Offered

Eight (8) investment units (Units) in Guadalupe st apartment LP, A Texas limited partnership (The Partnership) With Jim Glasgow acting as general partner, to be formed for the purpose of, owning, renting, maintaining, and or holding as an investment a five unit apartment property.

Price Per Limited Partnership Investment Unit $5,000
There will be no securities sales commission
Total Subscription $40,000

This limited partnership shall begin the day the certificate of the limited partnership is duly filed and shall continue until January 15th 2016 or when the property is sold and then terminated in accordance with the limited partnership agreement.

Appropriateness of Investment

These Units should be purchased only for long-term investments. Units are not freely transferable. No market exists for the Units or is expected to develop in the future. Premature sale of these securities is not advised.

Terms of offering

Minimum inscription: is $5,000 or one unit, in cash upon subscription or before January 15 2010, The General Partner reserves the right to make final determination of the issuance of all units. Offering to terminate on or before March 15th 2010, (extensible up to 60 days). The general Partner shall hold subscription proceeds in trust via an escrow account until Partnership is activated. In the event that a minimum of $40,000 is not subscribed, The General Partner shall have the option to purchase the remaining Units of the partnership for his own account, with the right to re-sell same, or the General Partner may terminate the offering and return the invested money to the subscribers without interest.

Return to limited partner

Each partner shall have a capital account maintained on the books of the partnership that includes invested capital plus any accrued interest, minus that partner's allocations of net loss, plus the partners share of distributions.

Net income and net loss shall be allocated as follows:

a. Net operating income after payment of mortgage note or note interest (NOI) shall be first applied towards the limited partners 12% preferred simple accrued interest on their capital contribution.

b. Secondly, any monthly NOI in excess to payment of "a" above will be split evenly between the general partners (50%) and the limited partners (50%) to be distributed based on the limited partners prorated share of capital contribution.

c. Upon dissolution of the partnership, the capital account of the partners shall be returned to them.

Upon sale of the partnerships assets the net proceeds will be distributed as follows:

• First to pay off all of the partnerships mortgages, debts and outstanding expenses.

• Then to pay any expenses related to the disposal of the partnerships assets and dissolution of the partnership.

• Then return of the limited partner's original capital investment.

• Then to payment of any fees due general partners under this agreement.

• Then to bring current any interest owed to the limited partners.

• The balance of the proceeds and any reserve account balance will be divided equally between the general partner (50%) and the limited partners (50%) based on their prorated capital contribution.

Upon re financing for other than facility (property) expansion of the partnerships assets, or for a purpose agreed upon by all partners, the net proceeds after cost of re financing will be distributed as follows:

• To bring current any accrued interest owed to the limited partners.

• Then return of the partner's original capital contributions.

• Then to payment of any fees due the general partners under this agreement.

• The balance of the proceeds will be divided equally between the general partners (50%) and the limited partners (50%) based on their prorated capital contribution.

Assessments

Further assessments are not contemplated.

Distribution

Distribution and sales of Units will only be made through
Jim Glasgow G.P.
3419 Northeast Pkwy
San Antonio, Texas 78218
210-829-1482 ext 1382

Depreciation Method

The General Partner shall have the right to select the depreciation method most suitable to the Partnership objectives. It is probable that the Partnership will use component depreciation to accelerate depreciation.

Leverage

The acquisition of the partnership property and development of improvements will be on an up to 70% loan to value basis. The General Partner will sign the note(s). The General Partner may elect to re-finance the partnership's assets during the term of the partnership to make improvements or to return a portion of the limited partners contribution to the partners. The use of financing "leverage" could/would increase the rate of return on capital invested.

Mortgage Information

Purchase price $77,000

Improvements $27,000

Amount financed $63,897

Annual percentage rate 6.0764%

56 payments of $534.78 beginning Feb 1^st 2010

1 payment of $49,811.48 Due Feb 1^st 2015

Payment with tax and insurance escrow $749.87

Operating reserve account:

The general partner will maintain a operating expense and payment reserve account equal to 50% of the annual cost of maintenance, taxes, insurance and payments.

Compensation and Fees

The fees shown below were not determined by arms length negotiation.

For services as General Partner, for providing partnership management services, and assuming all of the risks and liabilities involved in the acquisition and management of such a project, the General Partner and affiliates are to be paid the following fees, profits, reimbursements and shares of distribution set forth below.

The General Partners shall be entitled to a monthly payment of 5% of the gross income as an asset management fee. In the event an outside management company is employed the asset management fee to the GP will be reduced to 1%

Any monthly net operating income after note payments and after bringing the limited partners accrued preferred interest payments current, and after bringing the operating reserve account current, will be split evenly between the General Partners (50%) and the limited partners (50%).

Upon re financing of the partnerships assets the net proceeds after cost of re financing and payment of any accrued preferred interest owed to the limited partners, and after return of the limited partner's original capital contributions, and after payment of any fees due the general partners under the limited partnership agreement, the balance of the proceeds will be divided equally between the general partners (50%) and the limited partners (50%) based on their prorated capital contribution.

Upon the sale of partnerships assets the balance of the proceeds and any reserve account balance after payments to limited partners as outlined here in at the Return to limited partners clause, will be divided equally between the general partner (50%) and the limited partners (50%) based on their prorated capital contribution.

The general partners shall receive 2% of the sales price as a disposition fee.

Dissolution and termination:

The partnership is for a minimum term of three years or a maximum term of seven years at which time the partnerships assets are to be sold and the proceeds distributed as per the terms of the partnership agreement. Unless the partners unanimously agree otherwise.

The general partner may sell the partnerships assets and terminate the partnership when in the general partners judgment it is in the best interest of the partnership to do so. Proceeds of a sale will be distributed according to the terms of the partnership agreement.

Documents

Copies of the limited partnership agreement, other related documents are available for inspection by any partner at the office of the General Partner.

Pro forma financial Projections*

Income Year 1

annual income $22,700

vacancy - 1,875

taxes - 2,555

maintenance - 1,800
insurance -1,450

management - 1,135

net income $13,885 Return on cash 34% annually ($13,699 divided by $40,000 equity cash)

Payments - 6,417

Net cash $ 7,468 Return on cash flow 18% ($7,465 divided by $40,000 equity cash)

Income Year 2

annual income $23,500

vacancy - 1,875

taxes - 2,555

maintenance - 1,800
insurance -1,450

management - 1,135

net income $14,685 Return on cash 36% annually ($14,685 divided by $40,000 equity cash)

Payments - 6,417

Net cash $ 8,268 Return on cash flow 20% ($8,268 divided by $40,000 equity cash)

Income Year 3

annual income $28,800

vacancy - 2,500

taxes - 2,855

maintenance - 2,000
insurance -1,650

management - 1,440

net income $18,355 Return on cash 45% annually ($18,3555 divided by $40,000 equity cash)

Payments - 6,417

Net cash $10,087 Return on cash flow 25% ($10,087 divided by $40,000 equity cash)

After year two the estimated return to investors from cash flow is 18.5%.

After year two the estimated return to investors from net income is 28.5% per year.

Estimated return to investors at sale of property is a return of their invested cash plus a return of 100%

Some of the potential risks are:

That the rent rates can not be maintained or increased as anticipated.
That the property can not be refinanced in five years.
That a sale cannot be consummated at the time anticipated or for the price anticipated.

Conclusion

In the opinion of the General Partner, an investment in the securities of The Guadalupe street apartments can be considered a conservative business risk, a rare opportunity to join other investors to invest in real estate with limited risk and a high rate of return. The General Partner is of the opinion that the minimum return (on capital invested) over five years will be 100%, and the maximum return could be as high as 150% to 200% over five years.

In the opinion of the General Partner that the market demand and the areas growth rate of Seguin, Texas indicates that the market is steady and it is reasonable to assume that the goals of the partnership can be met.

The enclosed subscription agreement can be used to apply for shares in this investment

Please address any questions to:

Jim Glasgow G.P.
3419 Northeast Pkwy
San Antonio, Texas 78218
210-829-1482 ext 1382