SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 33-19316
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 2004
/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form NSAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:_____________________________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:________________________________
PART I REGISTRANT INFORMATION
Full name of registrant: Qualified Housing Partners Limited Partnership
Former name if applicable:
Address of principal executive office (Street and number)
4700 Homewood Court, Suite 220
City, state and zip code Raleigh, NC 27609
PART II RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check box if appropriate.)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/ / (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
As reported on a Form 8-K, the Partnership's independent auditor resigned
on November 17, 2004. This resignation was not as a result of any disagreement
between the Partnership and its auditor over any matters of accounting
principals or practices, financial statement disclosure or auditing scope or
procedure.
Since November 17, 2004 the Partnership has been actively searching for
a replacement auditor. So far, however, its efforts have been unsuccessful.
Many of the firms that have been contacted have indicated that they are
understaffed due to additional work resulting from the Sarbanes-Oxley Act of
2002 and simply could not take on more work during the busy auditing and tax
seasons. As of the date of this letter the Partnership continues to seek a
replacement auditor, although it cannot predict when it will be able to engage
a new auditor and therefore when it will be able to complete and file its
Form 10-K.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George F. Marshall (919)787-4243
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
/ / Yes /X/ No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Qualified Housing Partners Limited Partnership
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 2005 QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP
By: Frederick Investment Corporation,
Its Managing General Partner
/s/ George F. Marshall
By:_________________________________
George F. Marshall, President
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.