FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

10QSB 1 cpf18607.htm FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

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 June 30, 2007

[ ]

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

For the transition period from _________to _________

Commission file number 0-11934

CENTURY PROPERTIES FUND XVIII

(Exact name of small business issuer as specified in its charter)

California

94-2834149

(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

CENTURY PROPERTIES FUND XVIII

CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands)

June 30, 2007


Assets
Cash and cash equivalents		$ 121


Receivables and deposits		14
Due from General Partner (Note B)		5,095
		5,230
Liabilities
Accounts payable		10
Estimated costs during the period of liquidation		24
		34

Net assets in liquidation		$ 5,196

See Accompanying Notes to Financial Statements

CENTURY PROPERTIES FUND XVIII

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands)


	For the Six Months Ended
	June 30, 2007

Net assets in liquidation at beginning of period	$ 138

Changes in net assets in liquidation attributed to:
Decrease in cash and cash equivalents	(3,651)
Decrease in receivables and deposits	(405)
Increase in due from General Partner	5,095
Decrease in accounts payable	145
Decrease in other liabilities	61
Decease in due to affiliates	3,797
Decrease in estimated costs during the period of
liquidation	16
Net assets in liquidation at end of period	$ 5,196

See Accompanying Notes to Financial Statements

CENTURY PROPERTIES FUND XVIII

CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)


	Three Months Ended	Six Months Ended
	June 30, 2006	June 30, 2006

Income from continuing operations	$ --	$ --
Loss from discontinued operations:
Revenues:
Rental income	586	1,163
Other income	61	123
Total revenues	647	1,286

Expenses:
Operating	387	736
General and administrative	55	100
Depreciation	158	310
Interest	272	522
Property tax	78	156
Total expenses	950	1,824

Casualty gain (Note E)	--	10

Net loss	$ (303)	$ (528)

Net loss allocated to general partner (9.9%)	$ (31)	$ (53)
Net loss allocated to limited partners (90.1%)	(272)	(475)
	$ (303)	$ (528)

Net loss per limited partnership unit	$ (3.62)	$ (6.33)

See Accompanying Notes to Financial Statements

CENTURY PROPERTIES FUND XVIII

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in thousands)


	Six Months Ended
	June 30, 2006
Cash flows from operating activities:
Net loss	$ (528)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation	310
Casualty gain	(10)
Bad debt expense	15
Amortization of loan costs	33
Change in accounts:
Receivables and deposits	213
Other assets	(17)
Accounts payable	22
Other liabilities	(2)
Accrued property taxes	(141)
Due to affiliates	108
Net cash provided by operating activities	3

Cash flows from investing activities:
Property improvements and replacements	(348)
Net deposits to restricted escrows	(3)
Net insurance proceeds	34
Net cash used in investing activities	(317)

Cash flows provided by financing activities:
Advances from affiliates	410

Net increase in cash and cash equivalents	96

Cash and cash equivalents at beginning of period	78
Cash and cash equivalents at end of period	$ 174
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 424
Supplemental disclosure of non-cash flow activity:
Property improvements and replacements included in
accounts payable	$ 23

At December 31, 2005, approximately $51,000 of property improvements and replacements were included in accounts payable which are included in property improvements and replacements at June 30, 2006.

See Accompanying Notes to Financial Statements

CENTURY PROPERTIES FUND XVIII

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

As of December 31, 2006, Century Properties Fund XVIII (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note C – Disposition of Investment Property”). Fox Partners (the “General Partner”), a California general partnership, is the general partner of the Registrant. The general partners of Fox Partners are Fox Capital Management Corporation (the "Managing General Partner" or "FCMC"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 82, a California general partnership. NPI Equity Investments II, Inc. ("NPI Equity"), a Florida corporation, is the managing general partner of FRI. The Managing General Partner, as well as the managing general partner of FRI, are affiliates 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 the Managing General Partner’s estimates as of the date of the consolidated financial statements.

The Managing General Partner estimates that the liquidation process will be completed by September 30, 2007. Because the success in realization of assets and the settlement of liabilities is based on the Managing 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 Managing 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.

Certain reclassifications have been made to the 2006 balances to conform to the 2007 presentation.

Note B – Deficit Restoration

As of December 31, 2006, the Partnership adopted the liquidation basis of accounting due to the sale of its remaining investment property. Paragraph 5.3 of the Partnership Agreement states, “In the event that, immediately prior to the dissolution and termination of the Partnership following the sale or exchange of all of the Properties, and after crediting any gain or charging any loss pursuant to Paragraph 11.2, the General Partner shall have a deficiency in its capital account as determined in accordance with the accrual method of accounting, then the General Partner shall contribute in cash to the capital account of the Partnership an amount which is equal to the deficiency in its capital account.” The Partnership has recorded a receivable from the General Partner at June 30, 2007 of approximately $5,095,000, which is equal to the General Partner’s capital account deficiency at June 30, 2007. The balance was received from the General Partner subsequent to June 30, 2007.

Note C – Disposition of Investment Property

On December 28, 2006, the Partnership sold its sole investment property, Oak Run Apartments, to a third party. In addition to Oak Run Apartments, the third party also purchased three other apartment complexes, each of which was owned in whole or in part by affiliates of AIMCO, an affiliate of the Managing General Partner. The total sales price for Oak Run Apartments and the other three properties was approximately $48,700,000, of which approximately $13,250,000 was allocated to Oak Run Apartments. The net proceeds realized by the Partnership were approximately $13,015,000 after payment of closing costs. The Partnership used approximately $8,500,000 to repay the mortgage encumbering the property and approximately $85,000 for a prepayment penalty. The Partnership realized a gain of approximately $2,742,000 as a result of the sale. In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $134,000 as a result of the write-off of unamortized loan costs of approximately $49,000 and a prepayment penalty of approximately $85,000.

Note D – Transactions with Affiliated Parties

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

Affiliates of the Managing 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 $63,000 for the six months ended June 30, 2006, which was included in operating expenses.

As compensation for the services rendered in managing the Partnership, the Managing General Partner was entitled to receive a Partnership Management Fee equal to 9% of distributions from operations as defined in the Partnership Agreement. During the six months ended June 30, 2007 and 2006, no amounts were paid to the Managing General Partner as there were no distributions.

An affiliate of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $27,000 and $48,000 for the six months ended June 30, 2007 and 2006, respectively, which are included in costs of liquidation and general and administrative expenses, respectively.

Prior to the sale of the Partnership’s properties, an affiliate of the Managing General Partner had made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. The affiliate of the Managing General Partner agreed to advance funds to the Partnership in excess of the $150,000 credit line in prior years. During the six months ended June 30, 2006, approximately $410,000 was advanced to Oak Run Apartments for operating expenses. Interest accrued at the prime rate plus 2%. There were no advances received during the six months ended June 30, 2007. Interest expense amounted to approximately $20,000 and $152,000 for the six months ended June 30, 2007 and 2006, respectively. During the six months ended June 30, 2007, the Partnership repaid approximately $3,817,000 of advances and accrued interest from the proceeds received from the sale of the Partnership’s remaining investment property. No amounts were owed at June 30, 2007.

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 Managing General Partner. The Partnership was charged by AIMCO and its affiliates approximately $68,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2006.

Note E – Casualty Gain

During the year ended December 31, 2005, a net casualty gain of approximately $8,000 was recorded at Oak Run Apartments. The casualty gain related to a fire, which occurred in May 2005, causing damage to one unit at the property. The gain was the result of the receipt of insurance proceeds of approximately $13,000 offset by approximately $5,000 of undepreciated property improvements and replacements being written off. During the six months ended June 30, 2006 additional insurance proceeds of approximately $34,000 were received. Approximately $10,000 of which resulted in additional gain being recognized in the first half of 2006 and approximately $24,000 of which was received to cover emergency expenses which were included in operating expenses during 2005. This amount is included in operating expenses for the six months ended June 30, 2006.

Note F – Contingencies

In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the “Appeal”) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the court’s use of a referee and its order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals. With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial court’s order and remanded to the trial court for further findings on the basis that the “state of the record is insufficient to permit meaningful appellate review”. The matter was transferred back to the trial court on June 21, 2005. With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial court’s order striking the first amended complaint.

On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court. On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement. On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion. On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings. The substantive terms of the settlement agreement remain unchanged. The trial court also entered supplemental orders on July 1, 2006, denying Objector’s Motion to File a Complaint in Intervention, Objector’s Motion for Leave of Discovery and Objector’s Motion to Dissolve the Anti-Suit Injunction. Notice of Entry of Judgment was served on July 10, 2006. On August 31, 2006, the Objector filed a Notice of Appeal to the Court’s June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellant’s Brief. The Partnership and its affiliates, as well as counsel for the Settlement Class, both filed Respondents’ Briefs on May 17, 2007. Objector filed his response on August 3, 2007. No hearing date has yet been scheduled.

The Managing General Partner does not anticipate that any costs to the Partnership, whether legal or settlement costs, associated with these cases will be material to the Partnership’s overall 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 from Operations

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

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 Managing General Partner as of the date of the consolidated financial statements.

During the six months ended June 30, 2007, net assets in liquidation increased by approximately $5,058,000. The increase in net assets in liquidation is due to the recording of a receivable from the General Partner, as discussed below, partially offset by decreases in cash and cash equivalents, receivables and deposits, accounts payable, other liabilities, due to affiliates and the estimated costs during the period of liquidation. The decrease in cash and cash equivalents and due to affiliates is due to the Partnership’s payment of advances and related accrued interest from an affiliate of the Managing General Partner. 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 is due to the payment of trailing payables relating to the sale of the Partnership’s investment property. The decrease in other liabilities is due to the payment of costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

The consolidated statement of net assets in liquidation as of June 30, 2007 includes approximately $24,000 of costs that the Managing General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by September 30, 2007. Because the success in realization of assets and the settlement of liabilities, is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or extended beyond September 30, 2007, the projected date of liquidation.

There were no cash distributions during the six months ended June 30, 2007 and 2006. The Partnership anticipates one final distribution to the limited partners after fully liquidating the Partnership.

Other

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 42,694.50 limited partnership units (the "Units") in the Partnership representing 56.94% of the outstanding Units at June 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement, unit holders 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. As a result of its ownership of 56.94% of the outstanding Units, AIMCO and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. However, with respect to the 21,513 Units acquired on January 19, 2006, AIMCO IPLP, L.P. (“IPLP”), an affiliate of the Managing General Partner and of AIMCO, agreed to vote such Units: (i) against any increase in compensation payable to the General Partner; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on IPLP's, AIMCO's or any other affiliates’ right to vote each Unit held. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner owes fiduciary duties to both the General Partner and AIMCO as the sole stockholder of the Managing General Partner.

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 Managing 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 Managing 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

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.


	CENTURY PROPERTIES FUND XVIII

	By: Fox Partners
	General Partner

	By: Fox Capital Management Corporation
	Managing General Partner

Date: August 13, 2007	By: /s/Martha L. Long
	Martha L. Long
	Senior Vice President

Date: August 13, 2007	By: /s/Stephen B. Waters
	Stephen B. Waters
	Vice President

CENTURY PROPERTIES FUND XVIII

EXHIBIT INDEX

Exhibit Number

Description of Exhibit

2.5

Master Indemnity Agreement Incorporated by reference to Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on September 1, 1995.

3.4

Agreement of Limited Partnership Incorporated by reference to Exhibit A to the Prospectus of the Registrant dated November 5, 1982, as revised December 30, 1982, and after supplemented contained in the Registrant's Agreement on Form S-11 (Reg. No. 2-78495).

3.4a

Amendment to the Limited Partnership Agreement dated April 4, 2005. Incorporated by reference to the Registrant’s Form 10-QSB for the quarterly period ended March 31, 2005.

10.10

Purchase and Sale Contract between Oak Run L.P., a South Carolina limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 8, 2006. Incorporated by reference to the Registrant’s Form 8-K dated December 14, 2006 and filed as Exhibit 10.9.

10.11

First Amendment to Purchase and Sale Contract between Oak Run L.P., a South Carolina limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 11, 2006. Incorporated by reference to the Registrant’s Form 8-K dated December 14, 2006 and filed as Exhibit 10.10.

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.

Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

I have reviewed this quarterly report on Form 10-QSB of Century Properties Fund XVIII;

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: August 13, 2007

/s/Martha L. Long

Martha L. Long

Senior Vice President of Fox Capital Management Corporation, 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 Century Properties Fund XVIII;

(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: August 13, 2007

/s/Stephen B. Waters

Stephen B. Waters

Vice President of Fox Capital Management Corporation, 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 Century Properties Fund XVIII (the "Partnership"), for the quarterly period ended June 30, 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: August 13, 2007

	/s/Stephen B. Waters
	Name: Stephen B. Waters
	Date: August 13, 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.