United Investors Growth Properties 10QSB 2007 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-QSB

(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________to _________

Commission file number 0-17645

UNITED INVESTORS GROWTH PROPERTIES

(Exact Name of Small Business Issuer as Specified in Its Charter)

Missouri

43-1483928

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

55 Beattie Place, P.O. Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes __ No X_

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

UNITED INVESTORS GROWTH PROPERTIES

CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION

(Unaudited)

(in thousands)

March 31, 2007


Assets
Cash and cash equivalents		$ 337
Receivables and deposits		7
		344
Liabilities
Accounts payable		52
Other liabilities		35
Due to affiliates (Note C)		1,439
Estimated costs during the period of liquidation		30
		1,556

Net liabilities in liquidation		$ (1,212)

See Accompanying Notes to Consolidated Financial Statements

UNITED INVESTORS GROWTH PROPERTIES

CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION

(Unaudited)

(in thousands)


	For the Three Months Ended
	March 31, 2007

Net liabilities in liquidation at beginning of period	$(1,147)

Changes in net liabilities in liquidation
attributed to:
Decrease in cash and cash equivalents	(2,242)
Decrease in receivables and deposits	(147)
Decrease in due to affiliates	2,231
Decrease in accounts payable	88
Decrease in other liabilities	5
Decrease in estimated costs during the period of
liquidation	--
Net liabilities in liquidation at end of period	$(1,212)

See Accompanying Notes to Consolidated Financial Statements

UNITED INVESTORS GROWTH PROPERTIES

CONSOLIDATED STATEMENT OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)


	Three Months Ended
	March 31, 2006

Income from continuing operations	$ --
Loss from discontinued operations:
Revenues:
Rental income	216
Other income	18
Total revenues	234

Expenses:
Operating	116
General and administrative	18
Depreciation	71
Interest	104
Property taxes	22
Total expenses	331

Loss from discontinued operations	(97)

Net loss	$ (97)


Net loss allocated to general partner (1%)	$ (1)

Net loss allocated to limited partners (99%)	(96)
	$ (97)
Net loss per limited partnership unit	$ (2.44)

See Accompanying Notes to Consolidated Financial Statements

UNITED INVESTORS GROWTH PROPERTIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in thousands)


	Three Months Ended
	March 31, 2006
Cash flows from operating activities:
Net loss	$ (97)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation	71
Amortization of loan costs	7
Bad debt expense	3
Change in accounts:
Receivables and deposits	2
Other assets	(31)
Accounts payable	(18)
Tenant security deposit liabilities	(1)
Accrued property taxes	(39)
Other liabilities	2
Due to affiliates	81
Net cash used in operating activities	(20)

Cash flows from investing activities:
Property improvements and replacements	(31)
Net withdrawals from restricted escrows	39
Net cash provided by investing activities	8

Cash flows used in financing activities:
Payments on mortgage note payable	(10)

Net decrease in cash and cash equivalents	(22)

Cash and cash equivalents at beginning of period	135
Cash and cash equivalents at end of period	$ 113

Supplemental disclosure of cash flow information:
Cash paid for interest	$ 24

Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
accounts payable	$ 7

At December 31, 2005, approximately $15,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements at March 31, 2006.

See Accompanying Notes to Consolidated Financial Statements

UNITED INVESTORS GROWTH PROPERTIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

As of December 31, 2006, United Investor Growth Properties (the “Partnership”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note B – Disposition of Investment Property”). United Investors Real Estate, Inc. (the "General Partner") is the General Partner. Effective December 31, 1992, 100% of the General Partner's common stock was purchased by MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2006, to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon estimates of the General Partner as of the date of the consolidated financial statements.

The General Partner estimates that the liquidation process will be completed by December 31, 2007. Because the success in realization of assets and the settlement of liabilities is based on the General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

The accompanying unaudited consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the Partnership’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.

Note B – Disposition of Investment Property

On December 29, 2006, the Partnership sold its sole investment property, Deerfield Apartments, to a third party. In addition to Deerfield Apartments, the third party also purchased one other apartment complex, which was owned in whole or in part by an affiliate of AIMCO. The total sales price for Deerfield Apartments and the other property was approximately $21,000,000 of which approximately $4,500,000 was allocated to Deerfield Apartments. The net proceeds realized by the Partnership were approximately $4,390,000 after payment of closing costs. The Partnership used approximately $1,788,000 to repay the mortgage encumbering the property and approximately $6,000 for a prepayment penalty. The Partnership realized a gain of approximately $1,754,000 as a result of the sale. In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $24,000 as a result of the write off of unamortized loan costs of approximately $18,000 and a prepayment penalty of approximately $6,000.

Note C – Transactions with Affiliated Parties

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the General Partner received 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $11,000 for the three months ended March 31, 2006 which is included in operating expenses.

An affiliate of the General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $9,000 for both of the three months ended March 31, 2007 and 2006, respectively, which is included in general and administrative expense and investment property for the three months ended March 31, 2006. The portion of these reimbursements included in investment property for the three months ended March 31, 2006 are construction management services provided by an affiliate of the General Partner of approximately $1,000.

As of December 31, 2006, the General Partner had advanced the Partnership approximately $2,795,000 to cover operating expenses and capital improvements at Deerfield Apartments. There were no advances received during the three months ended March 31, 2007 or 2006. Interest is charged at prime plus 2%, or 10.25%, at March 31, 2007, in accordance with the Partnership Agreement. During the three months ended March 31, 2007 and 2006, the Partnership recognized interest expense on advances of approximately $45,000 and $73,000, respectively. During the three months ended March 31, 2007 the Partnership made a payment of approximately $2,075,000 of principal and accrued interest with funds from the sale of Deerfield Apartments. At March 31, 2007, the Partnership owed the General Partner approximately $1,439,000 in principal and accrued interest.

The Partnership insured its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insured its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. The Partnership was charged by AIMCO and its affiliates approximately $25,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2006.

Note D – Contingencies

AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties, L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week . In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues. Approximately 1,049 individuals opted in to the class. On March 28, 2007, the court issued an opinion decertifying the collective action on both issues. The court held that the members of the collective action are not similarly situated and the case may not proceed as a collective action. The nine named plaintiffs still maintain their individual causes of action. The California and Maryland cases are still pending as they were stayed pending the outcome of the decertification motion in the District of Columbia case. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnership’s co nsolidated financial condition or results of operations.

The Partnership is unaware of any other pending or outstanding litigation matters involving it that are not of a routine nature arising in the ordinary course of business.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.

Results of Operations

As of December 31, 2006, the Partnership adopted the liquidation basis of accounting due to the sale of its remaining investment property.

On December 29, 2006, the Partnership sold it sole investment property, Deerfield Apartments, to a third party. In addition to Deerfield Apartments, the third party also purchased one other apartment complex, which was owned in whole or in part by an affiliate of AIMCO. The total sales price for Deerfield Apartments and the other property was approximately $21,000,000 of which approximately $4,500,000 was allocated to Deerfield Apartments. The net proceeds realized by the Partnership were approximately $4,390,000 after payment of closing costs. The Partnership used approximately $1,788,000 to repay the mortgage encumbering the property and approximately $6,000 for a prepayment penalty. The Partnership realized a gain of approximately $1,754,000 as a result of the sale. In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $24,000 as a result of the write off of unamortized loan c osts of approximately $18,000 and a prepayment penalty of approximately $6,000.

During the three months ended March 31, 2007, net liabilities in liquidation increased by approximately $65,000. The increase in net liabilities in liquidation is primarily due to additional expenses incurred, decreases in receivables and deposits and cash and cash equivalents partially offset by payments made on advances due to an affiliate of the General Partner, and decreases in accounts payable and other liabilities. The increase in additional expenses is primarily due to additional interest accrued on the advances owed to an affiliate of the General Partner. The decrease in due to affiliates is due to the Partnership’s repayment of advances from an affiliate of the General Partner and the payment of accrued accountable administrative expenses. The decrease in receivables and deposits is due to the collection of receivables and escrows relating to the sale of the Partnership’s investment property. The decrease in accounts payable and other liabilities is due to the payment of outstanding payables relating to the sale of the Partnership’s investment property.

The statement of net liabilities in liquidation as of March 31, 2007 includes approximately $30,000 of costs that the General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by December 31, 2007. Because the success in realization of assets and the settlement of liabilities is based on the General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond December 31, 2007, the projected date of liquidation.

There were no distributions made during the three months ended March 31, 2007 and 2006. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership. The Partnership’s cash available for distributions will be reviewed on a quarterly basis. In light of the amount due to affiliates of the General Partner at March 31, 2007, it is not anticipated that the Partnership will have any funds available after liquidation to permit distributions to its partners in 2007.

Other

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 14,354 limited partnership units (the "Units") in the Partnership representing 36.55% of the outstanding Units at March 31, 2007. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

ITEM 3.

CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures. The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties, L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week. In June 20 05 the court conditionally certified the collective action on both the on-call and overtime issues. Approximately 1,049 individuals opted in to the class. On March 28, 2007, the court issued an opinion decertifying the collective action on both issues. The court held that the members of the collective action are not similarly situated and the case may not proceed as a collective action. The nine named plaintiffs still maintain their individual causes of action. The California and Maryland cases are still pending as they were stayed pending the outcome of the decertification motion in the District of Columbia case. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnership’s consolid ated financial condition or results of operations.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

See Exhibit Index.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	UNITED INVESTORS GROWTH PROPERTIES

	By: United Investors Real Estate, Inc.
	Its General Partner

Date: May 15, 2007	By: /s/Martha L. Long
	Martha L. Long
	Senior Vice President

Date: May 15, 2007	By: /s/Stephen B. Waters
	Stephen B. Waters
	Vice President

UNITED INVESTORS GROWTH PROPERTIES

INDEX TO EXHIBITS

Exhibit

1.0

Form of Dealer Manager Agreement between the General Partner and the Dealer Manager, including Form of Soliciting Broker Agreement; incorporated by reference to Exhibit 1 to Partnership's Amendment to Registration Statement (File No. 33-21114) previously filed on June 9, 1988.

1.1

Amendment to Dealer Manager Agreement; incorporated by reference to Exhibit 1.1 to Post-Effective Amendment No. 2 to Partnership's Registration Statement previously filed on March 21, 1989.

4.1

Form of Subscription Agreement; incorporated by reference as part of the Prospectus of Partnership contained in Partnership's Amendment to Registration Statement previously filed on June 9, 1988.

4.2

Form of Agreement of Limited Partnership of Partnership; incorporated by reference as part of the Prospectus of Partnership contained in Partnership's Amendment to Registration Statement previously filed on June 9, 1988.

4.3

Seventh Amendment to Agreement of Limited Partnership of Partnership; incorporated by reference to Exhibit 4.3 to Partnership's Quarterly Report on Form 10-Q previously filed on May 15, 1989.

10.22

Purchase and Sale Agreement dated February 12, 2004 by and between AIMCO, Everest Properties, Inc., a California corporation, and Everest Properties, LLC, a California limited liability company, incorporated by reference to Exhibit 10.22 to Partnership’s Annual Report on Form 10-KSB previously filed on April 5, 2004.

10.28

Purchase and Sale Contract between Deerfield Apartments, LLC, a South Carolina limited liability company, and the affiliated Selling Entity, and White Eagle Property Group, LLC, a New York limited liability company, dated November 30, 2006. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated November 30, 2006).

31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

Portions of Prospectus of Partnership dated June 13, 1988; incorporated by reference to Exhibit 99.1 to Partnership's Annual Report on Form 10-K previously filed on March 6, 1991.

Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

I have reviewed this quarterly report on Form 10-QSB of United Investors Growth Properties;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 15, 2007

/s/Martha L. Long

Martha L. Long

Senior Vice President of United Investors Real Estate, Inc., equivalent of the chief executive officer of the Partnership

Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

I have reviewed this quarterly report on Form 10-QSB of United Investors Growth Properties;

(a)

(b)

(c)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 15, 2007

/s/Stephen B. Waters

Stephen B. Waters

Vice President of United Investors Real Estates, Inc., equivalent of the chief financial officer of the Partnership

Exhibit 32.1

Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-QSB of United Investors Growth Properties (the "Partnership"), for the quarterly period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.


	/s/Martha L. Long
	Name: Martha L. Long
	Date: May 15, 2007

	/s/Stephen B. Waters
	Name: Stephen B. Waters
	Date: May 15, 2007

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

United Investors Growth Properties Inactive 10QSB2007 Q1 Quarterly report (small business)