UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2012

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission file number 000-17248

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

(Exact Name of Registrant as Specified In Its Charter)

California	68-0023931
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)
2221 Olympic Boulevard
Walnut Creek, California	94595
(Address of principal executive offices)	(Zip Code)
(925) 935-3840
Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

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. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [   ] No [X]

2

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	35
Item 4.	Controls and Procedures	49
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 6.	Exhibits	51

Exhibit 31.1

Exhibit 31.2

Exhibit 32

Exhibit 101

3

Part I - Item 1. FINANCIAL STATEMENTS

OWENS MORTGAGE INVESTMENT FUND,

 a California Limited Partnership

Consolidated Balance Sheets

June 30, 2012 and December 31, 2011

(UNAUDITED)

	June 30,		December 31,
	2012		2011
ASSETS
Cash and cash equivalents	$	12,649,456	$	16,201,121
Certificates of deposit		1,995,912		1,994,055
Loans secured by trust deeds, net of allowance for losses of $24,389,506 in 2012 and $24,541,897 in 2011		40,770,476		44,879,979
Interest and other receivables		1,934,828		1,455,846
Vehicles, equipment and furniture, net of accumulated depreciation of $518,138 in 2012 and $444,902 in 2011		224,612		279,778
Other assets, net of accumulated amortization of $797,461 in 2012 and $751,065 in 2011		1,641,894		1,328,586
Investment in limited liability company		2,153,209		2,140,036
Real estate held for sale		75,394,854		13,970,673
Real estate held for investment, net of accumulated depreciation and amortization of $5,823,035 in 2012 and $6,458,712 in 2011		68,188,763		131,620,987
Total Assets	$	204,954,004	$	213,871,061
LIABILITIES AND PARTNERS’ CAPITAL
LIABILITIES:
Accrued distributions payable	$	—	$	73,584
Due to general partner		345,512		329,002
Accounts payable and accrued liabilities		3,042,349		3,211,321
Deferred gains		644,007		1,448,936
Note payable		10,164,679		10,242,431
Total Liabilities		14,196,547		15,305,274
PARTNERS’ CAPITAL (units subject to redemption):
General partner		1,865,371		1,848,993
Limited partners		180,784,250		179,196,966
Total Owens Mortgage Investment Fund partners’ capital		182,649,621		181,045,959
Noncontrolling interests		8,107,836		17,519,828
Total partners’ capital		190,757,457		198,565,787
Total Liabilities and Partners’ Capital	$	204,954,004	$	213,871,061

The accompanying notes are an integral part of these consolidated financial statements.

4

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2012 and 2011

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
REVENUES:
Interest income on loans secured by trust deeds	$	535,688		$	1,359,906		$	1,149,809		$	2,802,655
Loss on sale of real estate		(11,617	)		—			(11,617	)		—
Recognition of deferred gain on sale of real estate		—			6,504			804,929			12,880
Rental and other income from real estate properties		3,360,223			3,181,346			6,677,604			5,734,145
Income from investment in limited liability company		39,877			37,205			78,173			76,892
Other income		1,581			1,962			3,594			4,973
Total revenues		3,925,752			4,586,923			8,702,492			8,631,545
EXPENSES:
Management fees to general partner		454,770			530,604			895,877			1,285,835
Servicing fees to general partner		41,161			73,554			82,142			155,915
Administrative/accounting		113,213			48,996			163,152			111,205
Legal and professional		146,218			91,655			562,299			283,667
Rental and other expenses on real estate properties		3,351,411			3,538,358			6,634,398			6,433,857
Interest expense		130,434			132,392			261,375			263,820
Environmental remediation expense		100,000			—			100,000			—
Provision for loan losses (reversal of allowance)		236,823			486,932			(152,391	)		788,730
Impairment losses on real estate properties		418,480			291,602			418,480			291,602
Other		35,062			44,315			52,451			53,877
Total expenses		5,027,572			5,238,408			9,017,783			9,668,508
Net loss	$	(1,101,820	)	$	(651,485	)	$	(315,291	)	$	(1,036,963	)
Less: Net loss (income) attributable to non-controlling interests		67,579			(282,736	)		(556,437	)		(485,748	)
Net loss attributable to Owens Mortgage Investment Fund	$	(1,034,241	)	$	(934,221	)	$	(871,728	)	$	(1,522,711	)
Net loss allocated to general partner	$	(10,563	)	$	(9,068	)	$	(8,867	)	$	(17,744	)
Net loss allocated to limited partners	$	(1,023,678	)	$	(925,153	)	$	(862,861	)	$	(1,504,967	)
Net loss allocated to limited partners per weighted average limited partner unit	$	(.004	)	$	(.003	)	$	(.003	)	$	(.005	)
Weighted average limited partner units		278,606,000			290,075,000			278,606,000			290,075,000

The accompanying notes are an integral part of these consolidated financial statements.

5

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Consolidated Statements of Partners’ Capital

For the Six Months Ended June 30, 2012 and 2011

(UNAUDITED)

	General			Limited partners					Total OMIF						Total
									Partners’				Noncontrolling		Partners'
	partner			Units		Amount			capital				interests		capital
Balances, December 31, 2010	$	2,259,916			290,019,136	$	216,841,448		$	219,101,364		$	16,467		$	219,117,831
Net (loss) income		(17,744	)		55,745		(1,504,967	)		(1,522,711	)		485,748			(1,036,963	)
Noncontrolling interests of     newly consolidated VIE		—			—		—			—			14,020,191			14,020,191
Contribution from noncontrolling interest		—			—		—			—			135,944			135,944
Partners’ income distributions		(8,467	)		—		(764,698	)		(773,165	)		(9,228	)		(782,393	)
Balances, June 30, 2011	$	2,233,705			290,074,881	$	214,571,783		$	216,805,488		$	14,649,122		$	231,454,610
Balances, December 31, 2011	$	1,848,993			278,605,524	$	179,196,966		$	181,045,959		$	17,519,828		$	198,565,787
Net (loss) income		(8,867	)		—		(862,861	)		(871,728	)		556,437			(315,291	)
Change in ownership interests in consolidated LLC (Note 5)		28,150			—		2,731,617			2,759,767			(9,959,767	)		(7,200,000	)
Partners’ income distributions		(2,905	)		—		(281,472	)		(284,377	)		(8,662	)		(293,039	)
Balances, June 30, 2012	$	1,865,371			278,605,524	$	180,784,250		$	182,649,621		$	8,107,836		$	190,757,457

The accompanying notes are an integral part of these consolidated financial statements.

6

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2012 and 2011

(UNAUDITED)

	June 30,			June 30,
	2012			2011
CASH FLOWS FROMOPERATING ACTIVITIES:
Net loss	$	(315,291	)	$	(1,036,963	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on sale of real estate		11,617			—
Recognition of deferred gain on sale of real estate		(804,929	)		(12,880	)
Income from investment in limited liability company		(78,173	)		(76,892	)
(Reversal of allowance) provision for loan losses		(152,391	)		788,730
Bad debt expense		1,500			2,024
Impairment losses on real estate properties		418,480			291,602
Depreciation and amortization		1,474,222			1,454,125
Changes in operating assets and liabilities:
Interest and other receivables		(480,482	)		(491,887	)
Other assets		(359,704	)		(161,869	)
Accounts payable and accrued liabilities		(72,152	)		(2,577,253	)
Due to general partner		16,510			(283,481	)
Net cash used in operating activities		(340,793	)		(2,104,744	)
CASH FLOWS FROMINVESTING ACTIVITIES:
Principal collected on loans		5,581,894			14,242,623
Investment in real estate properties		(1,489,302	)		(570,339	)
Net proceeds from disposition of real estate properties		295,838			—
Purchases of vehicles, equipment and furniture		(18,070	)		(27,027	)
Maturities of certificates of deposit		994,143			1,511,762
Purchases of certificates of deposit		(996,000	)		—
Distribution received from investment in limited liability company		65,000			65,000
Net cash provided by investing activities		4,433,503			15,222,019
CASH FLOWS FROMFINANCING ACTIVITIES:
Repayments on note payable		(77,752	)		(75,296	)
Distributions to noncontrolling interests		(8,662	)		(9,228	)
Contribution from noncontrolling interest		—			135,944
Purchase of member’s interest in consolidated LLC		(7,200,000	)		—
Partners’ cashdistributions		(357,961	)		(819,179	)
Net cash used in financing activities		(7,644,375	)		(767,759	)
Net (decrease) increase in cash and cash equivalents		(3,551,665	)		12,349,516
Cash and cash equivalents at beginning of period		16,201,121			5,375,060
Cash and cash equivalents at end of period	$	12,649,456		$	17,724,576
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest	$	263,146		$	265,602

See notes 3, 5 and 6 for supplemental disclosure of non-cash investing activities.

The accompanying notes are an integral part of these consolidated financial statements.

7

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of the management of Owens Mortgage Investment Fund, a California Limited Partnership, (the “Partnership”) the accompanying unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the financial information included therein. Certain information and footnote disclosures presented in the Partnership’s annual consolidated financial statements are not included in these interim financial statements.  These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Partnership’s Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the operating results to be expected for the full year ending December 31, 2012. The Partnership evaluates subsequent events up to the date it files its Form 10-Q with the SEC. 

Basis of Presentation

Principles of Consolidation

The consolidated financial statements include the accounts of the Partnership and its majority- and wholly-owned limited liability companies (see notes 5 and 6). The Partnership is in the business of providing mortgage lending services and manages its business as one operating segment. Due to foreclosure activity, the Partnership also owns and manages real estate assets.

Certain reclassifications, not affecting previously reported net income or total partner capital, have been made to the previously issued consolidated financial statements to conform to the current period presentation.

Management Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates relate principally to the determination of the allowance for loan losses, including the valuation of impaired loans, the valuation of real estate held for sale and investment, and the estimate of the environmental remediation liability (see notes 4 and 11).  Fair value estimates are derived from information available in the real estate markets including similar property and often require the experience and judgment of third parties such as real estate appraisers and brokers. The estimates figure materially in calculating the value of the property at acquisition, the level of charge to the allowance for loan losses and any subsequent valuation reserves or write-downs. Such estimates are inherently imprecise and actual results could differ significantly from such estimates.

Significant Accounting Policies

Loans Secured by Trust Deeds

Loans secured by trust deeds are stated at the principal amount outstanding. The Partnership’s portfolio consists primarily of commercial real estate loans generally collateralized by first, second and third deeds of trust.  Interest income on loans is accrued by the simple interest method. Loans are generally placed on nonaccrual status when the borrowers are past due greater than ninety days or when full payment of principal and interest is not expected. When a loan is classified as nonaccrual, interest accruals discontinue and all past due interest remains accrued until the loan becomes current, is paid off or is foreclosed upon. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest. Cash receipts on nonaccrual loans are recorded as interest income, except when such payments are specifically designated as principal reduction or when management does not believe the Partnership’s investment in the loan is fully recoverable.

8

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

Allowance for Loan Losses

Loans and the related accrued interest and advances are analyzed by management on a periodic basis for ultimate recovery. The allowance for loan losses is an estimate of probable credit losses inherent in the Partnership’s loan portfolio that have been incurred as of the balance sheet date.  The allowance is established through a provision for loan losses which is charged to expense.  Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan growth.  Credit exposures determined to be uncollectible are charged against the allowance.  Cash received on previously charged off amounts is recorded as a recovery to the allowance.  The overall allowance consists of two primary components, specific reserves related to impaired loans and general reserves for inherent losses related to loans that are not impaired.

Regardless of a loan type, a loan is considered impaired when, based on current information and events, it is probable that the Partnership will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement.  All loans determined to be impaired are individually evaluated for impairment.  When a loan is impaired, management estimates impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, it may measure impairment based on a loan's observable market price, or the fair value of the collateral if the loan is collateral dependent.  A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral. These valuations are generally updated during the fourth quarter but may be updated during interim periods if deemed appropriate by management.

A restructuring of a debt constitutes a troubled debt restructuring (“TDR”) if the Partnership for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider.  Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms.  Loans that are reported as TDR’s are considered impaired and measured for impairment as described above.

The determination of the general reserve for loans that are not impaired is based on estimates made by management, to include, but not limited to, consideration of historical losses by portfolio segment, internal asset classifications, and qualitative factors to include economic trends in the Partnership’s service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Partnership’s underwriting policies, the character of the loan portfolio, and probable losses inherent in the portfolio taken as a whole.

The Partnership maintains a separate allowance for each portfolio segment (loan type).  These portfolio segments include commercial real estate, improved and unimproved land, condominium, and single-family (1-4 units) loans.   The allowance for loan losses attributable to each portfolio segment, which includes both impaired loans and loans that are not impaired, is combined to determine the Partnership’s overall allowance, which is included on the consolidated balance sheet. The reserve for loans that are not impaired consists of reserve factors that are based on management’s assessment of the following for each portfolio segment: (1) inherent credit risk, (2) historical losses, and (3) other qualitative factors.  These reserve factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment described below.

Improved and Unimproved Land – These loans generally possess a higher inherent risk of loss than other real estate portfolio segments.  A major risk arises from the necessity to complete projects within specified costs and time lines.  Trends in the construction industry significantly impact the credit quality of these loans as demand drives construction activity.  In addition, trends in real estate values significantly impact the credit quality of these loans, as property values determine the economic viability of construction projects.

Commercial Real Estate and Condominiums – These loans generally possess a higher inherent risk of loss than other real estate portfolio segments, except improved and unimproved land.  Adverse economic developments or an overbuilt market impact commercial and condominium real estate projects and may result in troubled loans.  Trends in vacancy rates of properties impact the credit quality of these loans.  High vacancy rates reduce operating revenues and the ability for properties to produce sufficient cash flow to service debt obligations.

9

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

Real Estate Held for Sale

Real estate held for sale includes real estate acquired in full or partial settlement of loan obligations generally through foreclosure that is being marketed for sale. Real estate held for sale is recorded at acquisition at the lower of the recorded investment in the loan, inclusive of any senior indebtedness, or at the property’s estimated fair value less estimated costs to sell, as applicable. Any excess of the recorded investment in the loan over the net realizable value is charged against the allowance for loan losses.

After acquisition, costs incurred relating to the development and improvement of property are capitalized to the extent they do not cause the recorded value to exceed the net realizable value, whereas costs relating to holding and disposition of the property are expensed as incurred. After acquisition, real estate held for sale is analyzed periodically for changes in fair values and any subsequent write down is charged to impairment losses on real estate properties. Any recovery in the fair value subsequent to such a write down is recorded (not to exceed the net realizable value at acquisition) as an offset to impairment losses on real estate properties. Recognition of gains on the sale of real estate is dependent upon the transaction meeting certain criteria related to the nature of the property and the terms of the sale including potential seller financing.

Real Estate Held for Investment

Real estate held for investment includes real estate acquired in full or partial settlement of loan obligations generally through foreclosure that is not being marketed for sale and is either being operated, such as rental properties; is being managed through the development process, including obtaining appropriate and necessary entitlements, permits and construction; or are idle properties awaiting more favorable market conditions. Real estate held for investment is recorded at acquisition at the lower of the recorded investment in the loan, plus any senior indebtedness, or at the property’s estimated fair value, less estimated costs to sell, as applicable.

After acquisition, costs incurred relating to the development and improvement of the property are capitalized, whereas costs relating to operating or holding the property are expensed. Subsequent to acquisition, management periodically compares the carrying value of real estate to expected undiscounted future cash flows for the purpose of assessing the recoverability of the recorded amounts. If the carrying value exceeds future undiscounted cash flows, the assets are reduced to estimated fair value.

Depreciation of real estate properties held for investment is provided on the straight-line method over the estimated remaining useful lives of buildings and improvements (5-39 years). Depreciation of tenant improvements is provided on the straight-line method over the lives of the related leases.

The Partnership reclassifies real estate properties from held for investment to held for sale in the period in which all of the following criteria are met: 1) Management commits to a plan to sell the property; 2) The property is available for immediate sale in its present condition; 3) An active program to locate a buyer has been initiated; 4) The sale of the property is probable and the transfer of the property is expected to qualify for recognition as a completed sale, within one year; and 5) Actions required to complete the plan indicate it is unlikely that significant changes to the plan will be made or the plan will be withdrawn.

If circumstances arise that previously were considered unlikely, and, as a result, the Partnership decides not to sell a real estate property classified as held for sale, the property is reclassified to held for investment. The property is then measured individually at the lower of its carrying amount, adjusted for depreciation or amortization expense that would have been recognized had the property been continuously classified as held for investment or its fair value at the date of the subsequent decision not to sell.

10

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

Environmental Remediation Liability

Liabilities related to future environmental remediation costs are recorded when remediation or monitoring or both are probable and the costs can be reasonably estimated. The Partnership’s environmental remediation liability related to the property located in Santa Clara, California (held within 1850 De La Cruz, LLC – see Notes 4 and 11) was recorded based on a third party consultant’s estimate of the costs required to remediate and monitor the contamination.

Income Taxes

No provision for federal and state income taxes is made in the consolidated financial statements since the Partnership is not a taxable entity.  Accordingly, any income or loss is included in the tax returns of the partners.

In accordance with the provisions of ASC 740-10, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Partnership has elected to record interest and penalties related to unrecognized tax benefits, if any, in other expenses. The total amount of unrecognized tax benefits, including interest and penalties, at June 30, 2012 is zero. The amount of tax benefits that would impact the effective rate, if recognized, is expected to be zero. The Partnership does not anticipate any significant changes with respect to unrecognized tax benefits within the next twelve months. With few exceptions, the Partnership is no longer subject to federal and state income tax examinations by tax authorities for years before 2007.

Recently Adopted Accounting Standards

ASU No. 2011-04

In May 2011, the FASB issued ASU No. 2011-04 “Fair Value Measurement (Topic 820)”.  The amendments in this ASU result in common fair value measurement and disclosure requirements in U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards.  Overall, the guidance is consistent with existing U.S. accounting principles; however, there are some amendments that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this guidance resulted in expanded disclosures of the fair value hierarchy for all financial instruments and descriptions of unobservable inputs and were effective in the Partnership’s interim period ended March 31, 2012.

NOTE 2 - LOANS SECURED BY TRUST DEEDS

Loans secured by trust deeds as of June 30, 2012 and December 31, 2011 are as follows:

	2012		2011
By Property Type:
Commercial	$	25,960,540	$	29,552,531
Condominiums		10,129,631		10,369,534
Single family homes (1-4 units)		250,000		250,000
Improved and unimproved land		28,819,811		29,249,811
	$	65,159,982	$	69,421,876
By Deed Order:
First mortgages	$	50,860,254	$	48,710,380
Second and third mortgages		14,299,728		20,711,496
	$	65,159,982	$	69,421,876

11

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

Scheduled maturities of loans secured by trust deeds as of June 30, 2012 and the interest rate sensitivity of such loans are as follows: 

	Fixed		Variable
	Interest		Interest
	Rate		Rate		Total
Year ending June 30:
2012 (past maturity)	$	50,231,645	$	—	$	50,231,645
2013		1,100,000		2,000,000		3,100,000
2014		1,400,000		9,000,000		10,400,000
Thereafter (through 2022)		108,337		1,320,000		1,428,337
	$	52,839,982	$	12,320,000	$	65,159,982

Variable rate loans may use as indices the one-year, five-year and 10-year Treasury Constant Maturity Index (0.21%, 0.72% and 1.67%, respectively, as of June 30, 2012), the prime rate (3.25% as of June 30, 2012) or the weighted average cost of funds index for Eleventh District savings institutions (1.12% as of June 30, 2012) or include terms whereby the interest rate is adjusted at a specific later date. Premiums over these indices have varied from 2.0% to 6.5% depending upon market conditions at the time the loan is made.

The following is a schedule by geographic location of loans secured by trust deeds as of June 30, 2012 and December 31, 2011:

	June 30, 2012		Portfolio	December 31, 2011		Portfolio
	Balance		Percentage	Balance		Percentage
Arizona	$	7,535,000	11.56%	$	7,535,000	10.86%
California		45,282,142	69.50%		50,624,132	72.92%
Hawaii		2,000,000	3.07%		2,000,000	2.88%
Louisiana		1,320,000	2.03%		—	—%
Pennsylvania		4,021,946	6.17%		4,021,946	5.79%
Utah		2,594,631	3.98%		2,834,535	4.08%
Washington		2,406,263	3.69%		2,406,263	3.47%
	$	65,159,982	100.00%	$	69,421,876	100.00%

As of June 30, 2012 and December 31, 2011, the Partnership’s loans secured by deeds of trust on real property collateral located in Northern California totaled approximately 69% ($45,282,000) and 73% ($50,624,000), respectively, of the loan portfolio. The Northern California region (which includes Monterey, Fresno, Kings, Tulare and Inyo counties and all counties north) is a large geographic area which has a diversified economic base. The ability of borrowers to repay loans is influenced by the economic strength of the region and the impact of prevailing market conditions on the value of real estate. In addition, as of June 30, 2012, approximately 81% of the Partnership’s mortgage loans were secured by real estate located in the states of California and Arizona, which have experienced dramatic reductions in real estate values over the past three years.

During the six months ended June 30, 2012, the Partnership extended to December 31, 2013 the maturity date of one loan with a principal balance of $800,000. During the six months ended June 30, 2011, the Partnership extended, by one year or less, the maturity dates of two loans with aggregate principal balances totaling $3,494,000.

During the six months ended June 30, 2012, the Partnership recognized $805,000 in deferred gain related to the sale of the Bayview Gardens property in 2006 as the carry back note with a remaining principal balance of approximately $4,891,000 was repaid in full by the buyer/borrower during the six months ended June 30, 2012.

12

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

As of June 30, 2012 and December 31, 2011, approximately $65,052,000 (99.8 %) and $64,402,000 (92.8%) of Partnership loans are interest-only and require the borrower to make a “balloon payment” on the principal amount upon maturity of the loan. To the extent that a borrower has an obligation to pay mortgage loan principal in a large lump sum payment, its ability to satisfy this obligation may be dependent upon its ability to sell the property, obtain suitable refinancing or otherwise raise a substantial cash amount. As a result, these loans involve a higher risk of default than fully amortizing loans. Borrowers occasionally are not able to pay the full amount due at the maturity date.  The Partnership may allow these borrowers to continue making the regularly scheduled monthly interest payments for certain periods of time to assist the borrower in meeting the balloon payment obligation without formally filing a notice of default.  These loans for which the principal is due and payable, but the borrower has failed to make such payment of principal are referred to as “past maturity loans”. As of June 30, 2012 and December 31, 2011, the Partnership had sixteen past maturity loans totaling approximately $50,232,000 and $46,666,000, respectively.

As of June 30, 2012 and December 31, 2011, the Partnership had seventeen and eighteen loans, respectively, that were impaired totaling approximately $51,650,000 (79%) and $52,327,000 (75%), respectively.  This included fifteen and fourteen past maturity loans totaling $49,542,000 (76%) and $45,176,000 (65%), respectively. In addition, one and two loans totaling approximately $690,000 (1%) and $1,490,000 (2%), respectively, were past maturity but current in monthly payments as of June 30, 2012 and December 31, 2011, respectively (combined total of impaired and past maturity loans of $52,340,000 (80%) and $53,817,000 (78%), respectively). Of the impaired and past maturity loans, approximately $27,623,000 (42%) and $8,050,000 (12%), respectively, were in the process of foreclosure and $6,493,000 (10%) and $24,203,000 (35%), respectively, involved borrowers who were in bankruptcy as of June 30, 2012 and December 31, 2011.

During the six months ended June 30, 2012, the Partnership foreclosed on no loans. During the six months ended June 30, 2011, the Partnership foreclosed on four loans with aggregate principal balances totaling approximately $34,832,000 and obtained the properties via the trustee’s sales. During the quarter ended June 30, 2012, one delinquent and past maturity loan with a principal balance of $430,000 was paid off in full by the borrower. In addition, during the six months ended June 30, 2012, the borrowers on four delinquent loans (two secured by the same property) with aggregate principal balances totaling approximately $6,493,000 filed for bankruptcy protection. In July 2012 (subsequent to quarter end), the borrowers’ bankruptcies related to three of these loans were lifted by the courts and the Partnership is now able to proceed with its foreclosure sales.

During the quarter ended June 30, 2011, the Partnership assigned two first mortgage loans secured by the same property with an aggregate principal balance totaling $3,500,000 to a new wholly owned LLC entity (Broadway & Commerce, LLC). These loans were then foreclosed upon by the new LLC entity in July 2011 and the property was obtained via the trustee’s sale. In addition, during the quarter ended June 30, 2011, the Partnership assigned one first mortgage loan that was purchased by the Partnership at a discount in 2010, with a principal balance of approximately $602,000, to a new wholly owned LLC entity (Bensalem Primary Fund, LLC).

The Partnership has four delinquent loans with aggregate principal balances totaling approximately $24,203,000 that were originally secured by first, second and third deeds of trust secured by 29 parcels of land with entitlements for a 502,267 square foot resort development located in South Lake Tahoe, California known as Chateau at Lake Tahoe (the “Project”). In July 2012 (subsequent to quarter end), the Partnership signed purchase agreements totaling $6,600,000 to acquire seven parcels in the Project that are contiguous to parcels securing the Partnership’s loans. These seven parcels provided partial security for the Partnership’s existing loans which were junior to senior loans that foreclosed on the property in 2010 and early 2011 by the present owners.  While these parcels were originally part of the security for the Partnership’s loans, management chose not to advance the funds to acquire the parcels at the foreclosure sales due to the bankruptcy of the borrower and the uncertainty surrounding the Project. As a result, there are multiple owners of the contiguous parcels.  For similar reasons, in July 2012 the Partnership also signed a letter of intent to acquire the senior note secured by two parcels on which the Partnership holds second and third deeds of trust for $1,400,000. In addition, the Partnership will advance $200,000 to obtain a release of the deed of trust that is senior to the Partnership’s loan on a single parcel in the second phase of the Project, and advance $100,000 for the option to acquire a note for $700,000 which is senior to the Partnership’s loan.

13

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The Partnership will pay $4,000,000 out of cash reserves for the above purchases. The sellers of the parcels and notes will carry the balance of the purchase price which totals $5,000,000 at 5% with interest only, semi-annual payments due in four years from the close of escrow. Once these acquisitions are completed, it is anticipated that the Partnership will then foreclose on all of the deeds of trust and gain ownership of the related parcels. The Partnership will then own a total of 20 parcels which will include all of the parcels necessary to complete the first phase of the Project. Management made the decision to purchase these parcels and notes in order to protect the Partnership’s existing investment in the loans by securing controlling ownership of the first phase of the Project, which will enable the Partnership to move ahead with the sale or potential development of the Project.  As of June 30, 2012 and December 31, 2011, the Partnership had recorded a specific loan allowance on these loans of approximately $18,165,000 and $17,735,000, respectively.

NOTE 3 – ALLOWANCE FOR LOAN LOSSES

The following table shows the allocation of the allowance for loan losses as of and for the three and six months ended June 30, 2012 by portfolio segment and by impairment methodology:

		Commercial Real Estate		Condo-miniums		Single Family Homes		Improved and Unimproved Land
2012										Total
Allowance for loan losses:
	Three Months Ended June 30, 2012
Beginning balance	$	2,477,460	$	3,855,281	$	—	$	17,819,942	$	24,152,683
(Reversal) Provision		(108,173)		—		—		344,996		236,823
Ending Balance	$	2,369,287	$	3,855,281	$	—	$	18,164,938	$	24,389,506
	Six Months Ended June 30, 2012
Beginning balance	$	2,951,543	$	3,855,281	$	—	$	17,735,073	$	24,541,897
(Reversal) Provision		(582,256)		—		—		429,865		(152,391)
Ending balance	$	2,369,287	$	3,855,281	$	—	$	18,164,938	$	24,389,506
	As of June 30, 2012
Ending balance: individually evaluated for impairment	$	594,287	$	3,855,281	$	—	$	18,164,938	$	22,614,506
Ending balance: collectively evaluated for impairment	$	1,775,000	$	—	$	—	$	—	$	1,775,000
Loans:
Ending balance	$	25,960,540	$	10,129,631	$	250,000	$	28,819,811	$	65,159,982
Ending balance: individually evaluated for impairment	$	12,450,540	$	10,129,631	$	250,000	$	28,819,811	$	51,649,982
Ending balance: collectively evaluated for impairment	$	13,510,000	$	—	$	—	$	—	$	13,510,000

14

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following table shows the allocation of the allowance for loan losses for the three and six months ended June 30, 2011 and as of December 31, 2011 by portfolio segment and by impairment methodology:

		Commercial Real Estate		Condo-miniums		Single Family Homes		Improved and Unimproved Land
2011										Total
Allowance for loan losses:
	Three Months Ended June 30, 2011
Beginning balance	$	4,080,561	$	5,527,517	$	—	$	16,124,506	$	25,732,584
(Reversal) Provision		(107,636)		2,956		—		591,612		486,932
Ending Balance	$	3,972,925	$	5,530,473	$	—	$	16,716,118	$	26,219,516
	Six Months Ended June 30, 2011
Beginning balance	$	4,453,677	$	15,706,726	$	—	$	15,908,112	$	36,068,515
Charge-offs		—		(10,637,729)		—		—		(10,637,729)
(Reversal) Provision		(480,752)		461,476		—		808,006		788,730
Ending balance	$	3,972,925	$	5,530,473	$	—	$	16,716,118	$	26,219,516
	As of December 31, 2011
Ending balance: individually evaluated for impairment	$	701,543	$	3,855,281	$	—	$	17,735,073	$	22,291,897
Ending balance: collectively evaluated for impairment		2,250,000	$	—	$	—	$	—	$	2,250,000
Ending balance	$	2,951,543	$	3,855,281	$	—	$	17,735,073	$	24,541,897
Loans:
Ending balance	$	29,552,531	$	10,369,534	$	250,000	$	29,249,811	$	69,421,876
Ending balance: individually evaluated for impairment	$	12,457,708	$	10,369,534	$	250,000	$	29,249,811	$	52,327,053
Ending balance: collectively evaluated for impairment	$	17,094,823	$	—	$	—	$	—	$	17,094,823

15

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following tables show an aging analysis of the loan portfolio by the time past due as of June 30, 2012 and December 31, 2011:

		Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due
								Total Past Due Loans		Current Loans		Total Loans
June 30, 2012
Commercial real estate	$	—	$	—	$	12,450,540	$	12,450,540	$	13,510,000	$	25,960,540
Condominiums		—		—		10,129,631		10,129,631		—		10,129,631
Single family homes		—		—		250,000		250,000		—		250,000
Improved and unimproved land		—		—		28,819,811		28,819,811		—		28,819,811
	$	—	$	—	$	51,649,982	$	51,649,982	$	13,510,000	$	65,159,982

		Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due
								Total Past Due Loans		Current Loans		Total Loans
December 31, 2011
Commercial real estate	$	—	$	—	$	12,457,708	$	12,457,708	$	17,094,823	$	29,552,531
Condominiums		—		—		10,369,534		10,369,534		—		10,369,534
Single family homes		—		—		250,000		250,000		—		250,000
Improved and unimproved land		—		—		29,249,811		29,249,811		—		29,249,811
	$	—	$	—	$	52,327,053	$	52,327,053	$	17,094,823	$	69,421,876

All of the loans that are 90 or more days past due as listed above are on non-accrual status as of June 30, 2012 and December 31, 2011.

16

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following tables show information related to impaired loans as of and for the three and six months ended June 30, 2012:

		As of June 30, 2012
		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial Real Estate	$	11,961,974	$	11,371,788	$	—
Condominiums		2,639,751		2,594,631		—
Single family homes		250,195		250,000		—
Improved and unimproved land		4,618,329		4,616,974		—
With an allowance recorded:
Commercial Real Estate		1,078,858		1,078,752		594,287
Condominiums		7,983,281		7,535,000		3,855,281
Single family homes		—		—		—
Improved and unimproved land		24,703,759		24,202,837		18,164,938
Total:
Commercial Real Estate	$	13,040,832	$	12,450,540	$	594,287
Condominiums	$	10,623,032	$	10,129,631	$	3,855,281
Single family homes	$	250,195	$	250,000	$	—
Improved and unimproved land	$	29,322,087	$	28,819,811	$	18,164,938

17

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended June 30, 2012				Six Months Ended June 30, 2012
		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	11,892,949	$	30,325	$	11,827,027	$	87,333
Condominiums		2,639,751		30,000		2,719,283		60,000
Single family homes		250,195		6,876		250,195		13,752
Improved and unimproved land		4,618,329		72,382		4,833,329		160,792
With an allowance recorded:
Commercial Real Estate		1,078,858		—		1,078,855		—
Condominiums		7,983,281		69,300		7,983,281		133,257
Single family homes		—		—		—		—
Improved and unimproved land		24,703,434		—		24,528,040		—
Total:
Commercial Real Estate	$	12,971,807	$	30,325	$	12,905,882	$	87,333
Condominiums	$	10,623,032	$	99,300	$	10,702,564	$	193,257
Single family homes	$	250,195	$	6,876	$	250,195	$	13,752
Improved and unimproved land	$	29,321,762	$	72,382	$	29,361,369	$	160,792

18

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following tables show information related to impaired loans as of December 31, 2011 and for the three and six months ended June 30, 2011:

		As of December 31, 2011
		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial Real Estate	$	11,617,607	$	11,263,451	$	—
Condominiums		2,873,107		2,834,534		—
Single family homes		250,195		250,000		—
Improved and unimproved land		5,048,329		5,046,974		—
With an allowance recorded:
Commercial Real Estate		1,194,352		1,194,257		701,543
Condominiums		7,983,281		7,535,000		3,855,281
Single family homes		—		—		—
Improved and unimproved land		24,337,602		24,202,837		17,735,073
Total:
Commercial Real Estate	$	12,811,959	$	12,457,708	$	701,543
Condominiums	$	10,856,388	$	10,369,534	$	3,855,281
Single family homes	$	250,195	$	250,000	$	—
Improved and unimproved land	$	29,385,931	$	29,249,811	$	17,735,073

19

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended June 30, 2011				Six Months Ended June 30, 2011
		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	22,566,627	$	400,383	$	25,398,983	$	801,479
Condominiums		3,537,378		90,000		3,534,667		90,000
Single family homes		250,180		4,584		275,462		11,460
Improved and unimproved land		2,284,767		—		73,817		—
With an allowance recorded:
Commercial Real Estate		1,078,847		5,570		1,135,460		22,281
Condominiums		11,567,086		70,313		16,265,946		178,989
Single family homes		—		—		—		—
Improved and unimproved land		46,129,865		64,094		48,399,058		106,094
Total:
Commercial Real Estate	$	23,645,474	$	405,953	$	26,534,443	$	823,760
Condominiums	$	15,104,464	$	160,313	$	19,800,613	$	268,989
Single family homes	$	250,180	$	4,584	$	275,462	$	11,460
Improved and unimproved land	$	48,414,632	$	64,094	$	48,472,875	$	106,094

Interest income recognized on a cash basis for impaired loans approximates the interest income recognized as reflected in the tables above.

Troubled Debt Restructurings

The Partnership has allocated approximately $0 and $116,000 of specific reserves to borrowers whose loan terms have been modified in troubled debt restructurings as of June 30, 2012 and December 31, 2011, respectively.  The Partnership has not committed to lend additional amounts to any of these borrowers.

During the three and six months ended June 30, 2012 and 2011, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: an extension of the maturity date and a reduction of the stated interest rate of the loan or a reduction in the monthly interest payments due under the loan with all deferred interest due at the extended maturity date.

The modification involving a reduction of the stated interest rate of the loan was for a period of 20 months. Modifications involving a reduction in the monthly interest payment due and the extension of the maturity date were all for one year.

20

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following tables show information related to loan modifications made by the Partnership during the three and six months ended June 30, 2012 and 2011:

	Modifications During the Three and Six Months Ended June 30, 2012
		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Improved and unimproved land		1	$	2,960,770	$	2,960,770
	Modifications During the Three and Six Months Ended June 30, 2011
		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Condominiums		1	$	3,511,722	$	3,511,722
Improved and unimproved land		2		5,365,763		5,365,763
Troubled Debt Restructurings		Number of Contracts		Recorded Investment
That Subsequently Defaulted
Condominiums		1	$	3,511,722
Improved and unimproved land		1		2,960,770

NOTE 4 – INVESTMENT IN LIMITED LIABILITY COMPANY

During 2008, the Partnership entered into an Operating Agreement of 1850 De La Cruz LLC, a California limited liability company (“1850”), with Nanook Ventures LLC (“Nanook”), an unrelated party.  The purpose of the joint venture is to acquire, own and operate certain industrial land and buildings located in Santa Clara, California that were owned by the Partnership. The property was subject to a Purchase and Sale Agreement dated July 24, 2007 (the “Sale Agreement”), as amended, between the Partnership, as seller, and Nanook, as buyer.  During the course of due diligence under the Sale Agreement, it was discovered that the property is contaminated and that remediation and monitoring may be required.  The parties agreed to enter into the Operating Agreement to restructure the arrangement as a joint venture.  At the time of closing in July 2008, the two properties were separately contributed to two new limited liability companies, Nanook Ventures One LLC and Nanook Ventures Two LLC that are wholly owned by 1850. The Partnership and Nanook are the Members of 1850 and NV Manager, LLC is the Manager. (See Note 11 for further discussion of the Partnership’s environmental remediation obligation with respect to the properties owned by 1850.)

The Partnership received distributions from 1850 of approximately $65,000 during the three and six months ended June 30, 2012 and during the three and six months ended June 30, 2011. The net income to the Partnership from its investment in 1850 De La Cruz was approximately $40,000 and $37,000 during the three months ended June 30, 2012 and 2011, respectively, and $78,000 and $77,000 during the six months ended June 30, 2012 and 2011, respectively.

21

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

NOTE 5 - REAL ESTATE HELD FOR SALE

Real estate properties held for sale as of June 30, 2012 and December 31, 2011 consists of the following properties acquired through foreclosure:

	2012		2011
Manufactured home subdivision development, Ione, California	$	244,400	$	244,400
Manufactured home subdivision development, Lake Charles, Louisiana (held within Dation, LLC)- see Note 6		—		2,003,046
Golf course, Auburn, California (held within DarkHorse Golf Club, LLC)- transferred from held for investment		1,759,036		—
Eight townhomes, Santa Barbara, California (held within Anacapa Villas, LLC)- transferred from held for investment		7,851,451		—
Marina with 30 boat slips and 11 RV spaces, Oakley, California (held within The Last Resort and Marina, LLC)		432,000		432,000
Nineteen condominium units, San Diego, California (held within 33rd Street Terrace, LLC)- transferred from held for investment		1,626,375		—
Industrial building, Sunnyvale, California (held within Wolfe Central, LLC) – transferred from held for investment		3,250,375		—
Commercial buildings, Sacramento, California		3,890,968		3,890,968
45 condominium and 2 commercial units, Oakland, California (held within 1401 on Jackson, LLC)- transferred from held for investment		8,517,932		—
Industrial building, Chico, California – transferred from held for investment		6,600,929		—
169 condominium units and 160 unit unoccupied apartment building, Miami, Florida (held within TOTB Miami, LLC)- transferred from held for investment		33,821,129		—
1/7th interest in single family home, Lincoln City, Oregon		85,259		85,259
Industrial land, Pomona, California (held within 1875 West Mission Blvd., LLC)		7,315,000		7,315,000
	$	75,394,854	$	13,970,673

As of June 30, 2012, the Partnership transferred the properties located in Auburn, Santa Barbara, San Diego, Sunnyvale, Oakland and Chico, California and Miami, Florida from held for investment to held for sale as they are now being actively marketed for sale and sales are expected within the next year.

During the quarter ended June 30, 2012, the Partnership recorded an additional impairment loss of approximately $328,000 on the golf course located in Auburn, California (DarkHorse) at the time it was transferred to held for sale.

In July, 2012 (subsequent to quarter end), the Partnership sold the industrial building located in Chico, California for net sales proceeds of approximately $8,515,000 resulting in a gain to the Partnership of approximately $1,863,000.

During the six months ended June 30, 2011, the Partnership foreclosed on a first mortgage loan secured by a 1/7th interest in a single family home located in Lincoln City, Oregon in the amount of approximately $75,000 and obtained the property via the trustee’s sale.  In addition, accrued interest and advances made on the loan or incurred as part of the foreclosure (such as legal fees and delinquent property taxes) in the total amount of approximately $10,000 were capitalized to the basis of the property.

22

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

TOTB Miami, LLC

During the six months ended June 30, 2011, the Partnership foreclosed on a participated, first mortgage loan secured by a condominium complex located in Miami, Florida with a principal balance to the Partnership of approximately $26,257,000 and obtained an undivided interest in the properties with the other two lenders (which included the General Partner and PRC Treasures, LLC or “PRC”) via the trustee’s sale. The Partnership and other lenders formed a Florida limited liability company, TOTB Miami, LLC (“TOTB”), to own and operate the complex. The complex consists of three buildings, two of which have been renovated and are being leased, and in which 169 units remain unsold (the “Point” and “South” buildings), and one which contains 160 vacant units that have not been renovated (the “North” building). Based on an appraisal obtained in September 2010, it was determined that the fair value of the property was lower than the Partnership’s total investment in the loan (including a previously established loan loss allowance of $10,188,000) and an additional charge to provision for loan losses of approximately $450,000 was recorded at the time of foreclosure during the first quarter of 2011 (total charge-off of $10,638,000).

In March 2012, the Partnership made a priority capital contribution to TOTB in the amount of $7,200,000. TOTB then purchased PRC’s member interest in TOTB for $7,200,000. Thus, the remaining members in TOTB are now the Partnership and the General Partner.  On the same date, the Partnership and the General Partner executed an amendment to the TOTB operating agreement to set the percentage of capital held by each at 80.74% for the Partnership and 19.26% for the General Partner based on the dollar amount of capital invested in the properties/LLC (excluding Preferred Class A Units discussed below). Income and loss allocations will be made based on these percentages after a 15% preferred return to the Partnership based on its $2,583,000 contribution to TOTB in 2011 (Preferred Class A Units). The change in capital as a result of the PRC buyout and the amended agreement resulted in an increase to the Partnership’s capital of approximately $2,760,000. Per the PRC redemption agreement, in the event the TOTB real estate assets are sold in the future for proceeds in excess of the Partnership’s and General Partner’s investments in the LLC, including all capital contributions, loans, protective advances and accrued and unpaid interest under the operating agreement, PRC is to receive 25% of such excess. The assets, liabilities, income and expenses of TOTB have been consolidated into the accompanying consolidated balance sheets and statements of operations of the Partnership. The noncontrolling interests of the other members of TOTB totaled approximately $6,016,000 and $15,512,000 as of June 30, 2012 and December 31, 2011, respectively.

The net operating income (loss) to the Partnership from TOTB was approximately $68,000 and $(407,000) (including depreciation of $150,000) for the three months ended June 30, 2012 and 2011, respectively, and $(364,000) and $(662,000) (including depreciation of $299,000 and $249,000) for the six months ended June 30, 2012 and 2011, respectively.

1875 West Mission Blvd., LLC

1875 West Mission Blvd., LLC (“1875”) is a California limited liability company formed for the purpose of owning 22.41 acres of industrial land located in Pomona, California which was acquired by the Partnership and PNL Company (who were co-lenders in the subject loan) via foreclosure in August 2011. Pursuant to the Operating Agreement, the Partnership has a 60% membership interest in 1875 and is entitled to collect approximately $5,078,000 upon the sale of the property after PNL collects any unreimbursed LLC expenses it has paid and $1,019,000 in its default interest at the time of foreclosure. The assets, liabilities, income and expenses of 1875 have been consolidated into the accompanying consolidated balance sheets and statements of operations of the Partnership. The noncontrolling interest of PNL totaled approximately $2,093,000 and $2,002,000 as of June 30 2012 and December 31, 2011, respectively.

There was no net income or loss to the Partnership from 1875 for the three and six months ended June 30, 2012.

23

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

NOTE 6 - REAL ESTATE HELD FOR INVESTMENT

Real estate held for investment is comprised of the following properties as of June 30, 2012 and December 31, 2011:

	2012		2011
Light industrial building, Paso Robles, California	$	1,475,010	$	1,496,788
Commercial buildings, Roseville, California		788,396		805,383
Retail complex, Greeley, Colorado (held within 720 University, LLC)		12,159,712		12,308,400
Undeveloped land, Lake Charles, Louisiana (held within Dation, LLC)		256,108		—
Undeveloped residential land, Madera County, California		726,580		720,000
Undeveloped residential land, Marysville, California		403,200		403,200
Golf course, Auburn, California- transferred to held for sale		—		1,978,412
75 improved residential lots, Auburn, California, (held within Baldwin Ranch Subdivision, LLC)		3,880,386		3,878,400
Undeveloped industrial land, San Jose, California		2,044,800		2,044,800
Undeveloped commercial land, Half Moon Bay, California		1,468,800		1,468,800
Storage facility/business, Stockton, California		4,070,693		4,118,400
Two improved residential lots, West Sacramento, California		130,560		182,400
Undeveloped residential land, Coolidge, Arizona		1,017,600		1,056,000
Office condominium complex (16 units), Roseville, California		4,017,026		4,068,199
Eight townhomes, Santa Barbara, California- transferred to held for sale		—		7,990,000
Nineteen condominium units, San Diego, California- transferred to held for sale		—		1,647,219
Golf course, Auburn, California (held within Lone Star Golf, LLC)		1,977,543		1,984,749
Industrial building, Sunnyvale, California- transferred to held for sale		—		3,294,903
133 condominium units, Phoenix, Arizona (held within 54th Street Condos, LLC)		6,549,636		5,376,000
Medical office condominium complex, Gilbert, Arizona (held within AMFU, LLC)		4,907,203		4,958,857
61 condominium units, Lakewood, Washington (held within Phillips Road, LLC)		4,727,457		4,800,000
Apartment complex, Ripon, California (held within 550 Sandy Lane, LLC)		4,190,291		4,246,550
45 condominium and 2 commercial units, Oakland, California- transferred to held for sale		—		8,653,490
Industrial building, Chico, California- transferred to held for sale		—		6,720,000
169 condominium units and 160 unit unoccupied apartment building, Miami, Florida- transferred to held for sale		—		34,011,709
12 condominium and 3 commercial units, Tacoma, Washington (held within Broadway & Commerce, LLC)		2,455,762		2,466,328
6 improved residential lots, Coeur D’Alene, Idaho		1,342,000		1,342,000
Undeveloped residential and commercial land, Gypsum, Colorado		9,600,000		9,600,000
	$	68,188,763	$	131,620,987

24

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The balances of land and the major classes of depreciable property for real estate held for investment as of June 30, 2012 and December 31, 2011 are as follows:

	2012			2011
Land	$	33,031,419		$	51,154,741
Buildings and improvements		40,980,379			86,924,958
		74,011,798			138,079,699
Less: Accumulated depreciation		(5,823,035	)		(6,458,712	)
	$	68,188,763		$	131,620,987

The acquisition of certain real estate properties through foreclosure (including real estate held for sale- see Note 5) resulted in the following non-cash activity for the six months ended June 30, 2012 and 2011, respectively:

	2012		2011
Increases:
Real estate held for sale and investment	$	—	$	43,733,719
Noncontrolling interests		—		(14,020,191	)
Accounts payable and accrued liabilities		—		(2,980,871	)
Decreases:
Loans secured by trust deeds, net of allowance for loan losses		—		(24,194,517	)
Interest and other receivables		—		(2,538,140	)

See detail of other non-cash activity in Note 5 above.

It is the Partnership’s intent to sell the majority of its real estate properties held for investment, but expected sales are not probable to occur within the next year.

Depreciation expense was approximately $661,000 and $700,000 for the three months ended June 30, 2012 and 2011, respectively, and $1,355,000 and $1,353,000 for the six months ended June 30, 2012 and 2011, respectively.

During the quarter ended June 30, 2012, the Partnership recorded impairment losses totaling approximately $90,000 on the residential lots located in West Sacramento, California and the residential land located in Coolidge, Arizona based on updated appraisals obtained. The additional impairment is reflected in losses on real estate properties in the accompanying consolidated statements of income.

During the quarter ended June 30, 2011, the Partnership recorded an impairment loss of approximately $292,000 on the condominium complex located in Phoenix, Arizona (held within 54th Street Condos, LLC), based on contracts executed during the quarter to complete unfinished units within the complex. The aggregate contract amounts were higher than previously estimated at the time of foreclosure of the related loan in December 2009. The additional impairment is reflected in losses on real estate properties in the accompanying consolidated statements of income.

During the six months ended June 30, 2011, the Partnership foreclosed on a first mortgage loan secured by an industrial building located in Chico, California in the amount of $8,500,000 and obtained the property via the trustee’s sale.  In addition, advances made on the loan (for items such as legal fees and delinquent property taxes) in the total amount of approximately $588,000 were capitalized to the basis of the property.

25

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

720 University, LLC

The Partnership has an investment in a limited liability company, 720 University, LLC (“720 University”), which owns a commercial retail property located in Greeley, Colorado. The Partnership receives 65% of the profits and losses in 720 University after priority return on partner contributions is allocated at the rate of 10% per annum. The assets, liabilities, income and expenses of 720 University have been consolidated into the accompanying consolidated balance sheet and statement of operations of the Partnership.

The net operating income (loss) to the Partnership from 720 University was approximately $49,000 and $(6,000) (including depreciation and amortization of $109,000 and $112,000) for the three months ended June 30, 2012 and 2011, respectively, and $88,000 and $7,000 (including depreciation and amortization of $222,000 and $230,000) for the six months ended June 30, 2012 and 2011, respectively. The noncontrolling interest of the joint venture partner of approximately $(1,000) and $5,000 as of June 30, 2012 and December 31, 2011, respectively, is reported in the accompanying consolidated balance sheets. The Partnership’s investment in 720 University real property and improvements was approximately $12,160,000 and $12,308,000 as of June 30, 2012 and December 31, 2011, respectively.

Dation, LLC

Dation, LLC (“Dation”) was formed in 2001 between the Partnership and an unrelated developer for the purpose of developing and selling lots in a manufactured home park located in Lake Charles, Louisiana, which were acquired by the Partnership via a deed in lieu of foreclosure. The Partnership has 100% of the capital in Dation and is the sole general manager of Dation (pursuant to an amendment to the Partnership Agreement executed in October 2007). The Partnership has recorded 100% of Dation’s net income and losses since inception because it has the majority of the risks and rewards of ownership. The assets, liabilities, income and expenses of Dation have been consolidated into the accompanying consolidated balance sheets and statements of operations of the Partnership.

During the six months ended June 30, 2012, all of the improved lots and manufactured rental homes owned by Dation, LLC were sold for $1,650,000 (cash of $330,000 and a note from the buyer of $1,320,000) resulting in no gain or loss to the Partnership. In addition, during the six months ended June 30, 2012, the Partnership paid its joint venture partner a portion of its accrued management fees owed of approximately $147,000 in the form of $50,000 cash and two model homes with a book value of $97,000 as part of a settlement agreement to remove the joint venture partner as a member of the LLC. The $1,320,000 note receivable from the sale was then assigned to the Partnership. The remaining model home was sold during the quarter ended June 30, 2012 for cash of $25,000, resulting in a loss of approximately $12,000. Dation continues to own 40 acres of unimproved land in the park. The Partnership intends to dissolve the LLC during the third quarter of 2012 and assign the remaining land to the Partnership.The unimproved land with a book balance of approximately $256,000 was transferred to real estate held for investment during the six months ended June 30, 2012 due to the Partnership’s intention to hold the property for the foreseeable future.

The net operating (loss) income to the Partnership from Dation was approximately $(55,000) and $(10,000) for the three months ended June 30, 2012 and 2011, respectively, and $3,000 and $(24,000) for the six months ended June 30, 2012 and 2011, respectively.

26

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The approximate net operating income (loss) from Partnership real estate properties held within wholly-owned limited liability companies and other investment properties (including certain properties currently held for sale) with significant operating results, for the six months ended June 30, 2012 and 2011 were as follows:

	2012			2011
Anacapa Villas, LLC	$	(13,000	)	$	(108,000	)
DarkHorse Golf Club, LLC		(146,000	)		(259,000	)
Lone Star Golf, LLC		(49,000	)		(125,000	)
Baldwin Ranch Subdivision, LLC		(51,000	)		(44,000	)
The Last Resort and Marina, LLC		(14,000	)		(16,000	)
33rd Street Terrace, LLC		47,000			9,000
54th Street Condos, LLC		(184,000	)		(193,000	)
Wolfe Central, LLC		200,000			199,000
AMFU, LLC		3,000			22,000
Phillips Road, LLC		49,000			54,000
550 Sandy Lane, LLC		98,000			92,000
1401 on Jackson, LLC		(35,000	)		(10,000	)
Broadway & Commerce, LLC		41,000			—
Light industrial building, Paso Robles, California		97,000			104,000
Undeveloped industrial land, San Jose, California		(76,000	)		(68,000	)
Office condominium complex, Roseville, California		(28,000	)		(53,000	)
Storage facility/business, Stockton, California		136,000			118,000
Industrial building, Chico, California		(183,000	)		(218,000	)
Undeveloped land,  Gypsum, Colorado		(175,000	)		—

Certain of the Partnership’s real estate properties held for sale and investment are leased to tenants under noncancellable leases with remaining terms ranging from one to fourteen years. Certain of the leases require the tenant to pay all or some operating expenses of the properties. The future minimum rental income from noncancellable operating leases due within the five years subsequent to June 30, 2012 and thereafter is as follows:

Year ending June 30:
2013	$	5,573,600
2014		2,634,673
2015		2,065,395
2016		1,656,811
2017		1,195,610
Thereafter (through 2026)		3,135,765
	$	16,261,854

NOTE 7 - TRANSACTIONS WITH AFFILIATES

In consideration of the management services rendered to the Partnership, Owens Financial Group, Inc. (“OFG”), the General Partner, is entitled to receive from the Partnership a management fee payable monthly, subject to a maximum of 2.75% per annum of the average unpaid balance of the Partnership’s mortgage loans.

27

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

All of the Partnership’s loans are serviced by OFG, in consideration for which OFG receives up to 0.25% per annum of the unpaid principal balance of the loans.

OFG, at its sole discretion may, on a monthly basis, adjust the management and servicing fees as long as they do not exceed the allowable limits calculated on an annual basis. Even though the fees for a month may exceed 1/12 of the maximum limits, at the end of the calendar year the sum of the fees collected for each of the 12 months must be equal to or less than the stated limits. Management fees amounted to approximately $455,000 and $531,000 for the three months ended June 30, 2012 and 2011, respectively, and $896,000 and $1,286,000 for the six months ended June 30, 2012 and 2011, respectively, and are included in the accompanying consolidated statements of operations. Servicing fees amounted to approximately $41,000 and $74,000 for the three months ended June 30, 2012 and 2011, respectively, and $82,000 and $156,000 for the six months ended June 30, 2012 and 2011, respectively, and are included in the accompanying consolidated statements of operations. As of June 30, 2012 and December 31, 2011, the Partnership owed management and servicing fees to OFG in the amount of approximately $333,000 and $329,000, respectively.

The maximum servicing fees were paid to the General Partner during the six months ended June 30, 2012 and 2011. If the maximum management fees had been paid to the General Partner during the six months ended June 30, 2012, the management fees would have been $904,000 (increase of $8,000), which would have increased net loss allocated to limited partners by approximately 0.88%.  If the maximum management fees had been paid to the General Partner during the six months ended June 30, 2011, the management fees would have been $1,715,000 (increase of $429,000), which would have increased net loss allocated to limited partners by approximately 28.2% and net loss allocated to limited partners per weighted average limited partner unit by the same percentage to a loss of $.007 from a loss of $.005.

In determining the yield to the partners and hence the management fees, OFG may consider a number of factors, including current market yields, delinquency experience, un-invested cash and real estate activities. OFG expects that the management fees it receives from the Partnership will vary in amount and percentage from period to period. However, due to reduced levels of mortgage investments held by the Partnership, during the six months ended June 30, 2012, the General Partner has chosen to take close to the maximum compensation that it is able to take pursuant to the Partnership Agreement and will likely continue to take the maximum compensation for the foreseeable future.

Pursuant to the Partnership Agreement, OFG receives all late payment charges from borrowers on loans owned by the Partnership, with the exception of loans participated with outside entities. The amounts paid to or collected by OFG for such charges totaled approximately $33,000 and $322,000 for the three months ended June 30, 2012 and 2011, respectively, and $35,000 and $774,000 for the six months ended June 30, 2012 and 2011, respectively. In addition, the Partnership remits other miscellaneous fees to OFG, which are collected from loan payments, loan payoffs or advances from loan principal (i.e. funding, demand and partial release fees). Such fees remitted to OFG totaled approximately $0 and $8,000 for the six months ended June 30, 2012 and 2011, respectively.

OFG originates all loans the Partnership invests in and receives loan origination and extension fees from borrowers. OFG received no loan origination or extension fees during the three or six months ended June 30, 2012. However, OFG earned $24,000 in fees on an $800,000 Partnership loan that was extended during the six months ended June 30, 2012, which will be paid to OFG only upon the full payoff of the subject loan. OFG was paid fees of approximately $90,000 and $168,000, respectively, on Partnership loans extended of approximately $2,406,000 and $10,240,000, respectively, for the three and six months ended June 30, 2011. A loan fee paid to OFG in the amount of $78,000 during the six months ended June 30, 2011 was collected from the borrower upon payoff of the related loan in December 2010 and remitted to OFG in January 2011.

OFG is reimbursed by the Partnership for the actual cost of goods, services and materials used for or by the Partnership and obtained from unaffiliated entities and the salary and related salary expense of OFG’s non-management and non-supervisory personnel performing services for the Partnership which could be performed by independent parties (subject to certain limitations in the Partnership Agreement). The amounts reimbursed to OFG by the Partnership were $165,000 and $156,000 during the three months ended June 30, 2012 and 2011, respectively, and $330,000 and $318,000 during the six months ended June 30, 2012 and 2011, respectively.

28

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The General Partner is required to contribute capital to the Partnership in the amount of 0.5% of the limited partners’ aggregate capital accounts and, together with its carried interest; the General Partner has an interest at least equal to 1% of the limited partners’ capital accounts. The carried interest of the General Partner of up to 1/2 of 1% is recorded as an expense of the Partnership and credited as a contribution to the General Partner’s capital account as additional compensation. As of June 30, 2012, the General Partner had made cash capital contributions of $1,496,000 to the Partnership ($118,000 of which was distributed to the General Partner along with limited partner capital distributions during 2011). The General Partner is required to continue cash capital contributions to the Partnership in order to maintain the minimum required capital balance.There was no carried interest expense charged to the Partnership for the three and six months ended June 30, 2012 and 2011.

As of June 30, 2011, the General Partner held second (junior to the Partnership’s first deed of trust due to an intercreditor agreement  between the parties causing the Partnership to have a senior interest) and fourth deeds of trust in the total amount of approximately $853,000 secured by the same property (and to the same borrower) on which the Partnership had a first deed of trust in the amount of $2,200,000 at an interest rate of 12% per annum.  Approximately $517,000 of the General Partner’s second deed of trust was an exit fee included in the deed of trust at the time of loan origination in 2006. The Partnership foreclosed on its first deed of trust during the quarter ended September 30, 2011 and obtained the property via the trustee’s sale.

NOTE 8 - NOTE PAYABLE

The Partnership has a note payable with a bank through its investment in 720 University (see Note 6), which is secured by the retail development located in Greeley, Colorado. The remaining principal balance on the note was approximately $10,165,000 and $10,242,000 as of June 30, 2012 and December 31, 2011, respectively. The note required monthly interest-only payments until March 1, 2010 at a fixed rate of 5.07% per annum. Commencing April 1, 2010, the note became amortizing and monthly payments of $56,816 are now required, with the balance of unpaid principal due on March 1, 2015. Interest expense was approximately $130,000 and $132,000 for the three months ended June 30, 2012 and 2011, respectively, and $261,000 and $264,000 for the six months ended June 30, 2012 and 2011, respectively.  The following table shows maturities by year on this note payable as of June 30, 2012:

Year ending June 30:
2013	$	163,068
2014		171,651
2015		9,829,960
	$	10,164,679

NOTE 9 – PARTNERS’ CAPITAL

The Partnership originally registered 200,000,000 Units under Registration No. 333-69272 of which 90,241,162 Units remained available for sale, at a purchase price of $1.00 per Unit, as of March 31, 2008. The Partnership filed a registration statement with the SEC on Form S-11, file number 333-150248, that was declared effective on April 30, 2008.  Subsequently, the Partnership filed a new registration statement with the SEC on Form S-11, file number 333-173249, that was declared effective on May 2, 2011. The new registration statement registered 80,043,274 Units that were previously registered and unsold pursuant to registration statement No. 333-150248. The Partnership intends to amend its registration statement to withdraw the remaining registered Units as it no longer intends to sell Units under this registration statement or pursuant to the Distribution Reinvestment Plan.

The Partnership has experienced a significant increase in limited partner capital withdrawal requests since late 2008. As of June 30, 2012, the Partnership has received requests for withdrawal from limited partners holding approximately 106,200,000 Units, which represents approximately 38% of limited partner Units outstanding. All scheduled withdrawals from January 1, 2009 through June 30, 2012 were not made because the Partnership has not had sufficient available cash to honor such withdrawal requests, needed to have funds in reserve for operations, and, until its bank line of credit was repaid in December 2010, was restricted from making withdrawals under the terms of the line of credit. When funds become available for distribution from net proceeds, the General Partner is permitted to make a pro rata distribution to all partners of up to 10% of Partnership capital in any calendar year, which would prevent any limited partner withdrawals during the same year. However, there can be no assurance that 10% of the Partnership capital will be distributed in any calendar year. No pro rata capital distributions were made during the six months ended June 30, 2012. In July and October 2011, the Partnership made pro rata capital distributions to all partners totaling approximately $11,588,000, which was approximately 4.3% of total tax basis partners’ capital.

29

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

In April 2011, the General Partner suspended the Distribution Reinvestment Plan (the “Plan”) for all limited partners in an effort to ensure the Partnership’s ability to continue to operate in compliance with the requirements of the Partnership Agreement.  The Partnership Agreement requires that 86.5% of capital contributions to the Partnership be committed to mortgage loan investments but also limits the Partnership’s ability to make additional investments in mortgage loans while the Partnership has qualifying withdrawal requests from limited partners that are pending and unpaid.  In recent years, Partnership liquidity issues have limited the Partnership’s ability to honor withdrawal requests and/or make pro rata capital distributions at the maximum level (10%), which has restricted the Partnership’s additional mortgage lending activities.

NOTE 10 – FAIR VALUE

The Partnership accounts for its financial and nonfinancial assets and liabilities pursuant to ASC 820 – Fair Value Measurements and Disclosures.  ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1       Quoted prices in active markets for identical assets or liabilities

Level 2       Observable inputs other than Level 1 prices, such as quoted prices for similar assets or

liabilities; quoted prices in active markets that are not active; or other inputs that are

observable or can be corroborated by observable market data for substantially the full

term of the assets or liabilities

Level 3       Unobservable inputs that are supported by little or no market activity, such as the

Partnership’s own data or assumptions.

Level 3 inputs include unobservable inputs that are used when there is little, if any, market activity for the asset or liability measured at fair value. In certain cases, the inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level in which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another.  In such instances, the transfer is reported at the beginning of the reporting period.

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

30

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following is a description of the Partnership’s valuation methodologies used to measure and disclose the fair values of its financial and nonfinancial assets and liabilities on a recurring and nonrecurring basis.

Impaired Loans

The Partnership does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established.  A loan is considered impaired when, based on current information and events, it is probable that the Partnership will be unable to collect all amounts due according to the contractual terms of the loan agreement or when monthly payments are delinquent greater than ninety days. Once a loan is identified as impaired, management measures impairment in accordance with ASC 310-10-35.  The fair value of impaired loans is estimated by either an observable market price (if available) or the fair value of the underlying collateral, if collateral dependent.  The fair value of the loan’s collateral is determined by third party appraisals, broker price opinions, comparable properties or other indications of value. Those impaired loans not requiring an allowance represent loans for which the fair value of the collateral exceed the recorded investments in such loans. At June 30, 2012 and December 31, 2011, the majority of the total impaired loans were evaluated based on the fair value of the collateral by obtaining third party appraisals that valued the collateral primarily by utilizing an income or market approach or some combination of the two.  In accordance with ASC 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy.  When the fair value of the collateral is based on an observable market price or is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data, the Partnership records the impaired loan as nonrecurring Level 2.  When an appraised value is not available, management determines the fair value of the collateral is further impaired below the appraised value or there is no observable market data included in a current appraisal, the Partnership records the impaired loan as nonrecurring Level 3. Unobservable market data included in appraisals often includes adjustments to comparable property sales for such items as location, size and quality to estimate fair values using a sales comparison approach.  Unobservable market data also includes cash flow assumptions and capitalization rates used to estimate fair values under an income approach.

Real Estate Held for Sale and Investment

Real estate held for sale and investment includes properties acquired through foreclosure of the related loans. When property is acquired, any excess of the Partnership’s recorded investment in the loan and accrued interest income over the estimated fair market value of the property, net of estimated selling costs, is charged against the allowance for credit losses. Subsequently, real estate properties are carried at the lower of carrying value or fair value less costs to sell. The Partnership periodically compares the carrying value of real estate held for investment to expected future cash flows as determined by internally or third party generated valuations (including third party appraisals that primarily utilize an income or market approach or some combination of the two) for the purpose of assessing the recoverability of the recorded amounts. If the carrying value exceeds future undiscounted cash flows, the assets are reduced to fair value. As fair value is generally based upon the future undiscounted cash flows, the Partnership records the impairment on real estate properties as nonrecurring Level 3.  Unobservable market data included in appraisals often includes adjustments to comparable property sales for such items as location, size and quality to estimate fair values using a sales comparison approach.  Unobservable market data also includes cash flow assumptions and capitalization rates used to estimate fair values under an income approach.

31

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The following tables present information about the Partnership’s assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2012 and December 31, 2011:

			Fair Value Measurements Using
		Carrying Value	Quoted Prices In Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
2012
Nonrecurring:
Impaired loans:
Commercial	$	484,571	—	—	$	484,571
Condominiums		4,128,000	—	—		4,128,000
Improved and     unimproved land		6,538,821	—	—		6,538,821
Total	$	11,151,392	—	—	$	11,151,392
Real estate properties:
Commercial	$	6,082,003	—	—	$	6,082,003
Condominiums		16,369,383	—	—		16,369,383
Single family homes		329,659	—	—		329,659
Improved and     unimproved land		28,185,034	—	—		28,185,034
Total	$	50,966,079	—	—	$	50,966,079
2011
Nonrecurring:
Impaired loans:
Commercial	$	492,809	—	—	$	492,809
Condominiums		4,128,000	—	—		4,128,000
Improved and     unimproved land		6,602,529	—	—		6,602,529
Total	$	11,223,338	—	—	$	11,223,338
Real estate properties:
Commercial	$	15,161,367	—	—	$	15,161,367
Condominiums		18,165,999	—	—		18,165,999
Single family homes		2,232,706	—	—		2,232,706
Improved and     unimproved land		27,986,278	—	—		27,986,278
Total	$	63,646,350	—	—	$	63,646,350

The provision for loan losses based on the fair value of loan collateral less estimated selling costs for the impaired loans above totaled approximately $240,000 and $746,000 during the three months ended June 30, 2012 and 2011, respectively, and $323,000 and $1,326,000 during the six months ended June 30, 2012 and 2011, respectively. Impairment losses were recorded on real estate properties in the amounts of approximately $418,000 and $292,000 during the three and six months ended June 30, 2012 and 2011, respectively.

During the six months ended June 30, 2012 and 2011, there were no transfers in or out of Levels 1 and 2.

32

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

The approximate carrying amounts and estimated fair values of financial instruments at June 30, 2012 and December 31, 2011 are as follows:

					Fair Value Measurements at June 30, 2012
			Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
	Cash and cash equivalents	$	12,649,000	$	12,649,000	$	—	$	—	$	12,649,000
	Certificates of deposit		1,996,000		—		1,996,000		—		1,996,000
	Loans secured by trust deeds		40,770,000		—		—		40,770,000		40,770,000
	Investment in limited liability company		2,153,000		—		—		2,153,000		2,153,000
	Interest and other receivables		1,935,000		—		1,935,000		—		1,935,000
Financial liabilities
	Due to general partner	$	346,000	$	—	$	346,000	$	—	$	346,000
	Accrued interest payable		43,000		—		43,000		—		43,000
	Note payable		10,165,000		—		—		10,200,000		10,200,000

					Fair Value Measurements at December 31, 2011
			Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
	Cash and cash equivalents	$	16,201,000	$	16,201,000	$	—	$	—	$	16,201,000
	Certificates of deposit		1,994,000		—		1,994,000		—		1,994,000
	Loans secured by trust deeds		44,880,000		—		—		44,880,000		44,880,000
	Investment in limited liability company		2,140,000		—		—		2,140,000		2,140,000
	Interest and other receivables		1,456,000		—		1,456,000		—		1,456,000
Financial liabilities
	Due to general partner	$	329,000	$	—	$	329,000	$	—	$	329,000
	Accrued interest payable		45,000		—		45,000		—		45,000
	Note payable		10,242,000		—		—		10,283,000		10,283,000

The carrying value of cash and cash equivalents approximates the fair value because of the relatively short maturity of these instruments.  Certificates of deposit are held in several federally insured depository institutions and have original maturities greater than three months. These investments are held to maturity.  The fair values of certificates of deposit are estimated using a matrix based on interest rates for certificates of deposit with similar remaining maturities and approximate the carrying values. The carrying value of loans secured by trust deeds (net of allowance for loan losses), other than those analyzed under ASC 310-10-35 and ASC 820 above, approximates the fair value. The fair value is estimated based upon projected cash flows discounted at the estimated current interest rates at which similar loans would be made by the Partnership. The applicable amount of accrued interest receivable and advances related thereto has also been considered in evaluating the fair value versus the carrying value. The fair value of the Partnership’s investment in limited liability company is estimated based on an appraisal obtained and approximates the carrying value. The fair value of the Partnership’s note payable is estimated based upon comparable market indicators of current pricing for the same or similar issue or on the current rate offered to the Partnership for debt of the same remaining maturity. The carrying values of interest and other receivables, due to general partner and accrued interest payable are estimated to approximate fair values due to the short term nature of these instruments.

33

OWENS MORTGAGE INVESTMENT FUND,

a California Limited Partnership

Notes to Consolidated Financial Statements (Unaudited)

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Environmental Remediation Obligation

The Partnership has an obligation to pay all required costs to remediate and monitor contamination of the real properties owned by 1850 (see Note 4).  As part of the Operating Agreement executed by the Partnership and its joint venture partner in 1850, Nanook, the Partnership has indemnified Nanook against all obligations related to the expected costs to monitor and remediate the contamination. In 2008, the Partnership had accrued an amount that a third party consultant had estimated would need to be paid to monitor and remediate the site. The majority of clean-up activities commenced during 2012 as part of the tenant’s construction of a new building on the site. Thus, approximately $295,000 was paid by the Partnership from the previously established liability during 2012 and an additional $100,000 was accrued during the quarter ended June 30, 2012 as a result of an updated estimate of future costs to be incurred. If additional amounts are required, it will be an obligation of the Partnership. As of June 30, 2012 and December 31, 2011, approximately $235,000 and $430,000, respectively, has been accrued on the Partnership’s books. All costs for this project will be paid from cash reserves.

Contractual Obligation

In June 2011, 54th Street Condos, LLC (wholly owned by the Partnership) signed a $2,484,000 construction contract for completion of the remaining condominium units on the property owned by it in Phoenix, Arizona and, together with other related costs, contingencies and change orders, the total estimated cost of the improvements are approximately $3,187,000. Construction began during the third quarter of 2011 and will be completed in phases during the last half of 2012. As of June 30, 2012, approximately $2,180,000 of the total project amount has been incurred and capitalized. All costs for this project will be paid from cash reserves.

Legal Proceedings

The Partnership is involved in various legal actions arising in the normal course of business.  In the opinion of management, such matters will not have a material effect upon the financial position of the Partnership.

34

PART I – Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS

Forward Looking Statements

Some of the information in this Form 10-Q may contain forward-looking statements. Such statements can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. These statements discuss expectations, hopes, intentions, beliefs and strategies regarding the future, contain projections of results of operations or of financial conditions or state other forward-looking information. When considering such forward-looking statements you should keep in mind the risk factors and other cautionary statements in the Partnership’s Form 10-Q and in the most recent Form 10-K. Forward-looking statements include, among others, statements regarding future interest rates and economic conditions and their effect on the Partnership and its assets, trends in real estate markets in which the Partnership does business, effects of competition, estimates as to the allowance for loan losses and the valuation of real estate held for sale and investment, estimates of future limited partner withdrawals, additional foreclosures in 2012 and their effects on liquidity, and recovering certain values for properties through sale. Although management of the Partnership believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, there are certain factors, in addition to these risk factors and cautioning statements, such as unexpected changes in general economic conditions or interest rates, local real estate conditions, including a continued downturn in the real estate markets where the Partnership has made loans, adequacy of reserves, the impact of competition and competitive pricing, or weather and other natural occurrences that might cause a difference between actual results and those forward-looking statements.  All forward-looking statements and reasons why results may differ included in this Form 10-Q are made as of the date hereof, and we assume no obligation to update any such forward-looking statement or reason why actual results may differ.

Critical Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates based on the information available that affect the reported amounts of assets and liabilities as of the balance sheet dates and revenues and expenses for the reporting periods. Such estimates relate principally to the determination of (1) the allowance for loan losses including the accrued interest and advances that are estimated to be unrecoverable based on estimates of amounts to be collected plus estimates of the value of the property as collateral; (2) the valuation of real estate held for sale and investment; and (3) the estimate of environmental remediation liabilities. At June 30, 2012, the Partnership owned thirty-three real estate properties, including seventeen within majority- or wholly-owned limited liability companies. The Partnership also has a 50% ownership interest (accounted for under the equity method) in a limited liability company that owns property located in Santa Clara, California.

Loans and related accrued interest and advances are analyzed on a periodic basis for recoverability. Delinquencies are identified and followed as part of the loan system. Provisions are made to adjust the allowance for loan losses to an amount considered by management to be adequate, with consideration to original collateral values at loan inception and to provide for unrecoverable accounts receivable, including impaired and other loans, accrued interest, and advances on loans.

Recent trends in the economy have been taken into consideration in the aforementioned process of arriving at the allowance for loan losses. Actual results could vary from the aforementioned provisions for losses. If the probable ultimate recovery of the carrying amount of a loan is less than amounts due according to the contractual terms of the loan agreement, the carrying amount of the loan is reduced to the present value of future cash flows discounted at the loan’s effective interest rate. If a loan is collateral dependent, it is valued by management at the estimated fair value of the related collateral, less estimated selling costs. Estimated collateral fair values are determined based on third party appraisals, opinions of fair value from third party real estate brokers and/or comparable third party sales.

35

If events and/or changes in circumstances cause management to have serious doubts about the collectability of the contractual payments or when monthly payments are delinquent greater than ninety days, a loan is categorized as impaired and interest is no longer accrued. Any subsequent payments received on impaired loans are first applied to reduce any outstanding accrued interest, and then are recognized as interest income, except when such payments are specifically designated principal reduction or when management does not believe the Partnership’s investment in the loan is fully recoverable.

Real estate held for sale includes real estate acquired through foreclosure (including eight properties within consolidated limited liability companies) and is stated at the lower of the recorded investment in the loan, inclusive of any senior indebtedness, or at the property’s estimated fair value, less estimated costs to sell.

Real estate held for investment includes real estate purchased or acquired through foreclosure (including nine properties within consolidated limited liability companies) and is initially stated at the lower of cost or the recorded investment in the loan, or the property’s estimated fair value.  Depreciation of buildings and improvements is provided on the straight-line method over the estimated remaining useful lives of buildings and improvements.  Depreciation of tenant improvements is provided on the straight-line method over the lives of the related leases.  Costs related to the improvement of real estate held for sale and investment are capitalized, whereas those related to holding the property are expensed. The Partnership periodically compares the carrying value of real estate held for investment to expected undiscounted future cash flows, as determined by internally or third-party generated valuations, for the purpose of assessing the recoverability of the recorded amounts. If the carrying value exceeds future undiscounted cash flows, the assets are reduced to estimated fair value.

The Partnership’s environmental remediation liability related to the property located in Santa Clara, California was estimated based on a third party consultant’s estimate of the costs required to remediate and monitor the contamination.

Related Parties

The General Partner of the Partnership is Owens Financial Group, Inc. (“OFG” or the “General Partner”).  All Partnership business is conducted through the General Partner, which arranges, services, and maintains the loan portfolio for the benefit of the Partnership.  The fees received by the General Partner are paid pursuant to the Partnership Agreement and are determined at the sole discretion of the General Partner, subject to the limitations imposed by the Partnership Agreement. In past years, the General Partner has elected not to take the maximum compensation in order to maintain return to the limited partners at historical levels.  However, due to reduced levels of mortgage investments held by the Partnership, for the six months ended June 30, 2012, the General Partner has chosen to take close to the maximum compensation that it is able to take pursuant to the Partnership Agreement and will likely continue to take the maximum compensation for the foreseeable future. The following is a list of various Partnership activities for which related parties are compensated.

·   Management Fees - In consideration of the management services rendered to the Partnership, the General Partner is entitled to receive from the Partnership a management fee payable monthly, subject to a maximum of 2.75% per annum of the average unpaid balance of the Partnership’s mortgage loans at the end of each month in the calendar year.Management fees amounted to approximately $455,000 and $531,000 for the three months ended June 30, 2012 and 2011, respectively.

·   Servicing Fees – All of the Partnership’s loans are serviced by the General Partner, in consideration for which the General Partner is entitled to receive from the Partnership a monthly fee, which, when added to all other fees paid in connection with the servicing of a particular loan, does not exceed the lesser of the customary, competitive fee in the community where the loan is placed or up to 0.25% per annum of the unpaid principal balance of the loans at the end of each month.Servicing fees amounted to approximately $41,000 and $74,000 for the three months ended June 30, 2012 and 2011, respectively.

·   Acquisition and Origination Fees – The General Partner is entitled to receive and retain all acquisition and origination fees paid or payable by borrowers for services rendered in connection with the evaluation and consideration of potential investments of the Partnership (including any selection fee, mortgage placement fee, nonrecurring management fee, and any origination fee, loan fee, or points paid by borrowers). The acquisition and origination fees are paid by borrowers, and thus, are not an expense of the Partnership. Such fees accrued or paid to OFG amounted to approximately $24,000 and $90,000 on loans originated or extended of approximately $800,000 and $2,406,000 for the three months ended June 30, 2012 and 2011, respectively.

36

·   Late Payment Charges – The General Partner is entitled to receive all late payment charges by borrowers on delinquent loans held by the Partnership (including additional interest and late payment fees).  The late payment charges are paid by borrowers and collected by the Partnership with regular monthly loan payments or at the time of loan payoff.  These are recorded as a liability (Due to General Partner) when collected and are not recognized as an expense of the Partnership. The amounts paid to or collected by OFG for such charges totaled approximately $33,000 and $322,000 for the three months ended June 30, 2012 and 2011, respectively.

·   Other Miscellaneous Fees - The Partnership remits other miscellaneous fees to the General Partner, which are collected from loan payments, loan payoffs or advances from loan principal (i.e. funding, demand and partial release fees). No such fees were remitted to OFG during the three months ended June 30, 2012 and 2011, respectively.

·   Partnership Expenses – The General Partner is entitled to be reimbursed by the Partnership for the actual cost of goods, services and materials used for or by the Partnership and obtained from unaffiliated entities. The General Partner is also entitled to reimbursement for the salaries and related salary expense of OFG’s non-management and non-supervisory personnel performing services for the Partnership which could be performed by independent parties (subject to certain limitations in the Partnership Agreement).  The amounts reimbursed to the General Partner by the Partnership were approximately $165,000 and $156,000 during the three months ended June 30, 2012 and 2011, respectively.

·   Carried Interest and Contributed Capital – The General Partner is required to contribute capital to the Partnership in the amount of 0.5% of the limited partners’ aggregate capital accounts and, together with its carried interest; the General Partner has an interest equal to 1% of the limited partners’ capital accounts. This carried interest of the General Partner of up to 1/2 of 1% is recorded as an expense of the Partnership and credited as a contribution to the General Partner’s capital account as additional compensation. As of June 30, 2012, the General Partner has made cash capital contributions of $1,496,000 to the Partnership ($118,000 of which was distributed to the General Partner along with limited partner capital distributions during 2011). The General Partner is required to continue cash capital contributions to the Partnership in order to maintain its required capital balance.There was no carried interest expense charged to the Partnership for the three months ended June 30, 2012 and 2011, respectively.

Results of Operations

Overview

The Partnership invests in mortgage loans on real property located in the United States that are primarily originated by the General Partner. Although recently the substantial majority of the Partnership’s assets are real estate properties acquired through foreclosure, the Partnership’s primary objective is to generate monthly income from its investment in mortgage loans. The Partnership’s focus is on making mortgage loans to owners and developers of real property whose financing needs are often not met by traditional mortgage lenders. These include borrowers that traditional lenders may not normally consider because of perceived credit risks based on ratings or experience levels, and borrowers who require faster loan decisions and funding. One of the Partnership’s competitive advantages has been the ability to approve loan applications and fund more quickly than traditional lenders.

The Partnership will originate loans secured by very diverse property types. In addition, the Partnership will occasionally lend to borrowers whom traditional lenders will not normally lend to because of a variety of factors including their credit ratings and/or experience. Due to these factors, the Partnership may make mortgage loans that are riskier than mortgage loans made by commercial banks and other institutional lenders. To compensate for those potential risks, the Partnership seeks to make loans at higher interest rates and with more protection from the underlying real property collateral, such as with lower loan to value ratios. The Partnership is not presently originating new mortgage loans (and likely will not for the foreseeable future), as it must first either satisfy withdrawal requests of limited partners and/or make capital distributions pro rata to its limited partners of up to 10% of limited partners’ capital per calendar year with net proceeds from loan payoffs, real estate sales and/or capital contributions, as funds become available.

37

Due to the declining economy and reductions in real estate values over the past four years, the Partnership has experienced increased delinquent loans and foreclosures which have created substantial losses to the Partnership. In addition, the Partnership now owns significantly more real estate than in the past, which has reduced cash flow and net income. As of June 30, 2012, approximately 80% of Partnership loans are impaired and/or past maturity. In addition, the Partnership now owns approximately $144,000,000 of real estate held for sale or investment, which is approximately 70% of total assets.

It is highly likely that the Partnership will continue to experience losses in the future. As non-delinquent Partnership loans are paid off by borrowers, interest income received by the Partnership will be reduced. In addition, the Partnership will likely foreclose on more delinquent loans, thereby obtaining ownership of more real estate that may create larger operating losses. Management will attempt to sell many of these properties but may need to sell them for losses or wait until market values recover in the future. Due to the large amount of unfulfilled withdrawal requests by limited partners, the Partnership will be unable to take advantage of current favorable lending opportunities which could help to increase net income to the Partnership (unless and until 10% of limited partner capital is distributed in any given calendar year).

The Partnership’s operating results are affected primarily by:

·   the level of foreclosures and related loan and real estate losses experienced;

·   the income or losses from foreclosed properties prior to the time of disposal;

·   the amount of cash available to invest in mortgage loans;

·   the amount of borrowing to finance mortgage loan investments and the Partnership’s cost of funds on such borrowing;

·   the level of real estate lending activity in the markets serviced;

·   the ability to identify and lend to suitable borrowers;

·   the interest rates the Partnership is able to charge on loans; and

·   the level of delinquencies on mortgage loans.

From 2007 to 2011, the U.S. economy deteriorated due to a combination of factors including a substantial decline in the housing market, liquidity issues in the lending market, and increased unemployment. The national unemployment rate increased substantially from 5.0% in December 2007 to 8.2% in June 2012. The California unemployment rate increased from 6.1% in December 2007 to 10.7% in June 2012. The Gross Domestic Product declined 0.3% (revised) in 2008, declined 3.5% (revised) in 2009, increased 3.0% in 2010, and increased 1.7% in 2011. The Gross Domestic Product increased by an annualized rate of 2.0% during the first quarter of 2012 and 1.5% during the second quarter of 2012.The Federal Reserve decreased the federal funds rate from 4.25% as of December 31, 2007 to 0.25% as of December 31, 2008, where it remained as of June 30, 2012.

The Partnership has experienced increased loan delinquencies and foreclosures over the past four years.  The General Partner believes that this has primarily been the result of the depressed economy, lack of availability of credit and the slowing real estate market in California and other parts of the nation. The increased loan delinquencies and foreclosures have resulted in a substantial reduction in Partnership income over the past four years. In addition, due to the state of the economy and depressed real estate values, the Partnership has had to increase its loan loss reserves and take write-downs on certain real estate properties which, in turn, have resulted in losses to the Partnership.

Although currently the General Partner believes that six of the Partnership's delinquent loans will result in loss to the Partnership (and has caused the Partnership to record specific allowances for loan losses on such loans), real estate values could decrease further. The Partnership continues to perform frequent evaluations of such collateral values using internal and external sources, including the use of updated independent appraisals.  As a result of these evaluations, the allowance for loan losses and the Partnership’s investments in real estate could change in the near term, and such changes could be material. As of December 31, 2011, the Partnership obtained updated appraisals on the majority of the properties securing its trust deed investments and its wholly- and majority-owned real estate properties.

38

The Partnership has experienced a significant increase in limited partner capital withdrawal requests since late 2008. As of June 30, 2012, the Partnership has received requests for withdrawal from limited partners holding approximately 106,200,000 Units, which represents approximately 38% of limited partner Units outstanding. All scheduled withdrawals from January 1, 2009 through June 30, 2012 were not made because the Partnership has not had sufficient available cash to honor such withdrawal requests, needed to have funds in reserve for operations, and, until its bank line of credit was repaid in December 2010, was restricted from making withdrawals under the terms of the line of credit. When funds become available for distribution from net proceeds, the General Partner is permitted to make a pro rata distribution to all partners of up to 10% of Partnership capital in any calendar year, which would prevent any limited partner withdrawals during the same year. However, there can be no assurance that 10% of the Partnership capital will be distributed in any calendar year. No pro rata capital distributions were made during the six months ended June 30, 2012. In July and October 2011, the Partnership made pro rata capital distributions to all partners totaling approximately $11,588,000, which was approximately 4.3% of total tax basis partners’ capital.

Although it appears that the U.S. economy has recently experienced positive growth, continued unemployment could negatively affect the values of real estate held by the Partnership and real estate securing Partnership loans. This could potentially lead to even greater delinquencies and foreclosures, further reducing the liquidity and net income (yield) of the Partnership, decreasing the cash available for distribution in the form of net income and capital redemptions, and increase real estate held by the Partnership.

Historically, the General Partner has focused its operations on California and certain Western states. Because the General Partner has a significant degree of knowledge with respect to the real estate markets in such states, it is likely most of the Partnership’s loans will be concentrated in such states. As of June 30, 2012, 69.5% of loans were secured by real estate in Northern California, while 11.6%, 6.2%, 4.0%, 3.7%, 3.1%  and 2.0% were secured by real estate in Arizona, Pennsylvania, Utah, Washington, Hawaii and Louisiana, respectively. Such geographical concentration creates greater risk that any downturn in such local real estate markets could have a significant adverse effect upon results of operations.

39

Summary of Financial Results

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Total revenues	$	3,925,752		$	4,586,923		$	8,702,492		$	8,631,545
Total expenses		5,027,572			5,238,408			9,017,783			9,668,508
Net loss	$	(1,101,820	)	$	(651,485	)	$	(315,291	)	$	(1,036,963	)
Less: Net loss (income) attributable to noncontrolling interests		67,579			(282,736	)		(556,437	)		(485,748	)
Net loss attributable to Owens Mortgage Investment Fund	$	(1,034,241	)	$	(934,221	)	$	(871,728	)	$	(1,522,711	)
Net loss allocated to limited partners	$	(1,023,678	)	$	(925,153	)	$	(862,861	)	$	(1,504,967	)
Net loss allocated to limited partners per weighted average limited partner unit	$	(0.004	)	$	(0.003	)	$	(0.003	)	$	(0.005	)
Annualized rate of return to limited partners (1)		(1.5)	%		(1.3)	%		(0.6)	%		(1.0)	%
Distribution per average partner capital (yield) (2)		0.1	%		0.5	%		(0.8)	%		(6.1)	%
Weighted average limited partner units		278,606,000			290,075,000			278,606,000			290,075,000

(1) The annualized rate of return to limited partners is calculated based upon the net loss allocated to limited partners per weighted average limited partner unit as of June 30, 2012 and 2011 divided by the number of months during the period and multiplied by twelve (12) months.

(2) Distribution per average partner capital (yield) is the annualized average of the monthly yield paid to the partners for the periods indicated. The monthly yield is calculated by dividing the total monthly cash distribution to partners by the prior month’s weighted average tax basis partners’ capital balance.

Three and Six Months Ended June 30, 2012 Compared to Three and Six Months Ended June 30, 2011

Total Revenues

Interest income on loans secured by trust deeds decreased $824,000 (60.6%) and $1,653,000 (59.0%) during the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011, primarily due to a decrease in the weighted average balance of the loan portfolio of approximately 44% and 47% during the three and six months ended June 30, 2012 as compared to the same periods in 2011.

Loss on sale of real estate increased $12,000 (100%) during the three and six months ended June 30, 2012 as compared to the same periods in 2011 due to the sale of the remaining model home owned by Dation, LLC during the three months ended June 30, 2012. There were no real estate sales during the three and six months ended June 30, 2011.

40

Recognition of deferred gain on sale of real estate increased $792,000 during the six months ended June 30, 2012, as compared to the same period in 2011. During the six months ended June 30, 2012, the Partnership recognized $805,000 in deferred gain related to the sale of the Bayview Gardens property in 2006 as the carry back note was repaid in full by the buyer/borrower during 2012.

Total Expenses

Management fees to the General Partner decreased $76,000 (14.3%) and $390,000 (30.3%) during the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011.  The decrease was primarily the result of a decrease in the weighted average balance of the loan portfolio of approximately 47% during the six months ended June 30, 2012 as compared to 2011 as the General Partner can only be paid management fees up to a maximum of 2 ¾% per year of the average unpaid balance of mortgage loans.

Servicing fees to the General Partner decreased $32,000 (44.0%) and $74,000 (47.3%) during the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011. This was the result of a decrease in the weighted average balance of the loan portfolio of approximately 44% and 47% during the three and six months ended June 30, 2012, respectively.

The maximum servicing fees were paid to the General Partner during the three and six months ended June 30, 2012 and 2011. If the maximum management fees had been paid to the General Partner during the six months ended June 30, 2012, the management fees would have been $904,000 (increase of $8,000), which would have increased net loss allocated to limited partners by approximately 0.88%. If the maximum management fees had been paid to the General Partner during the six months ended June 30, 2011, the management fees would have been $1,715,000 (increase of $429,000), which would have increased net loss allocated to limited partners by approximately 28% and net loss allocated to limited partners per weighted average limited partner unit by the same percentage to a loss of $.007 from a loss of $.005.

The maximum management fee permitted under the Partnership Agreement is 2 ¾% per year of the average unpaid balance of mortgage loans. For the years 2009, 2010 and 2011 and the six months ended June 30, 2012 (annualized), the management fees were 0.89%, 1.00%, 2.19% and 2.73% of the average unpaid balance of mortgage loans, respectively. Although management fees as a percentage of mortgage loans have increased substantially between 2009 and 2012, the total dollar amount of management fees paid to the General Partner has decreased because the average balance of the loan portfolio has decreased by approximately 73% between 2009 and 2012.

In determining the management fees and hence the yield to the partners, the General Partner may consider a number of factors, including current market yields, delinquency experience, un-invested cash and real estate activities. The General Partner expects that the management fees that it receives from the Partnership will vary in amount and percentage from period to period. However,  due to reduced levels of mortgage investments held by the Partnership, during the six months ended June 30, 2012, the General Partner has chosen to take close to the maximum compensation that it is able to take pursuant to the Partnership Agreement and will likely continue to take the maximum compensation for the foreseeable future.

Administrative/accounting expense increased $64,000 (131.1%) and $52,000 (46.7%) during the three and six months ended June 30, 2012, as compared to the same periods in 2011. The Partnership Agreement provides that the Partnership may reimburse the General Partner for the salaries and related salary expenses of the General Partner’s non-management and non-supervisory personnel performing services which could be performed by independent parties (subject to certain limitations in the Partnership Agreement). Such reimbursements have increased during 2012 as compared to 2011 because the General Partner was not reimbursed for the full amount that it could have been in 2011, but in 2012 chose to be reimbursed for the full amount of the actual salary and related salary costs of its non-management and non-supervisory personnel providing administrative and accounting services with respect to the Partnership’s assets.

Legal and professional expenses increased $55,000 (59.5%) and $279,000 (98.2%) during the three and six months ended June 30, 2012, as compared to the same periods in 2011, primarily due to increased legal costs incurred in 2012 related to certain regulatory matters and related documents and proposed filings for the Partnership and the cost of retaining a firm to appraise the majority of the Partnership’s trust deed and real estate assets as of December 31, 2011.

41

Environmental remediation expense increased $100,000 (100%) during the three and six months ended June 30, 2012, as compared to the same periods in 2011, due to an additional accrual recorded by the Partnership as a result of an updated estimate of future costs to be incurred to remediate and monitor the contamination of the real properties owned by 1850 De La Cruz, LLC.

The reversal of allowance for loan losses of $(152,000) during the six months ended June 30, 2012 was the result of an analysis performed on the loan portfolio. The general loan loss allowance decreased $475,000 during the six months due to a decrease in both the loan portfolio and those loans not analyzed for a specific allowance. The specific loan loss allowance increased $323,000 during the six months as reserves were adjusted on six impaired loans. The Partnership recorded a provision for loan losses of approximately $789,000 during the six months ended June 30, 2011.

The impairment losses on real estate properties of $418,000 and $292,000 during the three and six months ended June 30, 2012 and 2011, respectively, were the result of updated appraisals or other valuation information obtained on certain Partnership real estate properties.

Net Income (Loss) from Rental and Other Real Estate Properties

Net income from rental and other real estate properties increased $366,000 (from a net loss of $357,000 to net income of $9,000) during the three months ended June 30, 2012, as compared to the same period in 2011, and increased $743,000 (from a loss of $700,000 to net income of $43,000) during the six months ended June 30, 2012, as compared to the same period in 2011, due primarily to the ability of the General Partner to increase the operating income or decrease operating losses on several Partnership real estate properties in 2011 and 2012 and the fact that many of the residential real estate properties owned by the Partnership are close to being fully occupied by tenants.

Financial Condition

June 30, 2012 and December 31, 2011

Loan Portfolio

The number of Partnership mortgage investments decreased from 25 to 24, and the average loan balance decreased from $2,777,000 to $2,715,000, between December 31, 2011 and June 30, 2012.

As of June 30, 2012 and December 31, 2011, the Partnership had seventeen and twenty-five loans, respectively, that were impaired totaling approximately $51,650,000 (79%) and $52,327,000 (75%), respectively.  This included fifteen and fourteen past maturity loans totaling $49,542,000 (76%) and $45,176,000 (65%), respectively. In addition, one and two loans totaling approximately $690,000 (1%) and $1,490,000 (2%), respectively, were past maturity but current in monthly payments as of June 30, 2012 and December 31, 2011, respectively (combined total of impaired and past maturity loans of $52,340,000 (80%) and $53,817,000 (78%), respectively). Of the impaired and past maturity loans, approximately $27,623,000 (42%) and $8,050,000 (12%), respectively, were in the process of foreclosure and $6,493,000 (10%) and $24,203,000 (35%), respectively, involved borrowers who were in bankruptcy as of June 30, 2012 and December 31, 2011.

During the six months ended June 30, 2012, the Partnership foreclosed on no loans. During the six months ended June 30, 2011, the Partnership foreclosed on four loans with aggregate principal balances totaling approximately $34,832,000 and obtained the properties via the trustee’s sales.

42

As of June 30, 2012 and December 31, 2011, the Partnership held the following types of mortgages:

		2012		2011
By Property Type:
Commercial	$	25,960,540	$	29,552,531
Condominiums		10,129,631		10,369,534
Single family homes (1-4 units)		250,000		250,000
Improved and unimproved land		28,819,811		29,249,811
	$	65,159,982	$	69,421,876
By Deed Order:
First mortgages	$	50,860,254	$	48,710,380
Second and third mortgages		14,299,728		20,711,496
	$	65,159,982	$	69,421,876

As of June 30, 2012 and December 31, 2011, approximately 69% and 73% of the Partnership’s mortgage loans were secured by real property in Northern California. In addition, approximately 81% of the Partnership’s mortgage loans as of June 30, 2012 were secured by real estate located in the states of California and  Arizona, which have experienced dramatic reductions in real estate values over the past four years.

The Partnership’s investment in loans decreased by $4,262,000 (6.1%) during the six months ended June 30, 2012 as a result of loan payoffs. The Partnership is not presently able to originate new loans, other than entering into loans as part of carryback financing for sales of real estate.

The allowance for loan losses decreased by $152,000 and $9,849,000 (provision net of charge-offs) during the six months ended June 30, 2012 and 2011, respectively.  The General Partner believes that the allowance is sufficient given the estimated underlying collateral values of impaired loans. There is no precise method used by the General Partner to predict delinquency rates or losses on specific loans.  The General Partner has considered the number and amount of delinquent loans, loans subject to workout agreements and loans in bankruptcy in determining the allowance for loan losses, but there can be no absolute assurance that the allowance is sufficient.  Because any decision regarding allowance for loan losses reflects judgment about the probability of future events, there is an inherent risk that such judgments will prove incorrect.  In such event, actual losses may exceed (or be less than) the amount of any reserve.  To the extent that the Partnership experiences losses greater than the amount of its reserves, the Partnership may incur a charge to earnings that will adversely affect operating results and the amount of any distributions payable to Limited Partners.

Changes in the allowance for loan losses for the six months ended June 30, 2012 and 2011 were as follows:

	2012			2011
Balance, beginning of period	$	24,541,897		$	36,068,515
(Reversal) Provision		(152,391	)		788,730
Charge-offs		—			(10,637,729	)
Balance, end of period	$	24,389,506		$	26,219,516

As of June 30, 2012 and December 31, 2011, there was a general allowance for loan losses of $1,775,000 and $2,250,000, respectively, and a specific allowance for loan losses on six and seven loans in the total amount of $22,614,506 and $22,291,897, respectively.

Real Estate Properties Held for Sale and Investment

As of June 30, 2012, the Partnership held title to thirty-three properties that were acquired through foreclosure with a total carrying amount of approximately $143,584,000 (including properties held in seventeen limited liability companies), net of accumulated depreciation on real estate held for investment of $5,823,000. As of June 30, 2012, properties held for sale total $75,395,000 and properties held for investment total $68,189,000. When the Partnership acquires property by foreclosure, it typically earns less income on those properties than could be earned on mortgage loans and may not be able to sell the properties in a timely manner.

43

Changes in real estate held for sale and investment during the six months ended June 30, 2012 and June 30, 2011 were as follows:

	2012			2011
Balance, beginning of period	$	145,591,660		$	97,066,199
Real estate acquired through foreclosure, net of specific loan loss allowance		—			43,733,719
Investments in real estate properties		1,392,482			570,338
Sales of real estate properties		(1,627,456	)		—
Impairment losses on real estate properties		(418,480	)		(291,602	)
Depreciation of properties held for investment		(1,354,589	)		(1,353,311	)
Balance, end of period	$	143,583,617		$	139,725,343

Twelve of the Partnership’s thirty-three properties do not currently generate revenue. Expenses from real estate properties have increased from approximately $6,434,000 to $6,634,000 (3.1%) for the six months ended June 30, 2011 and 2012, respectively, and revenues associated with these properties have increased from $5,734,000 to $6,678,000 (16.5%), thus generating a net income from real estate properties of $43,000 during the six months ended June 30, 2012 (compared to a loss of $700,000 for the same period in 2011).

Dation, LLC

During the six months ended June 30, 2012, all of the improved lots and manufactured rental homes owned by Dation, LLC were sold for $1,650,000 (cash of $330,000 and a note from the buyer of $1,320,000) resulting in no gain or loss to the Partnership. In addition, during the six months ended June 30, 2012, the Partnership paid its joint venture partner a portion of its accrued management fees owed of approximately $147,000 in the form of $50,000 cash and two model homes with a book value of $97,000 as part of a settlement agreement to remove the joint venture partner as a member of the LLC. The $1,320,000 note receivable from the sale was then assigned to the Partnership. The remaining model home was sold during the quarter ended June 30, 2012 for cash of $25,000, resulting in a loss of approximately $12,000. Dation continues to own 40 acres of unimproved land in the park. The Partnership intends to dissolve the LLC during the third quarter of 2012 and assign the remaining land to the Partnership.

TOTB Miami, LLC

During the six months ended June 30, 2011, the Partnership foreclosed on a participated, first mortgage loan secured by a condominium complex located in Miami, Florida with a principal balance to the Partnership of approximately $26,257,000 and obtained an undivided interest in the properties with the other two lenders (which included the General Partner and PRC Treasures, LLC or “PRC”) via the trustee’s sale. The Partnership and other lenders formed a Florida limited liability company, TOTB Miami, LLC (“TOTB”), to own and operate the complex. The complex consists of three buildings, two of which have been renovated and are being leased, and in which 169 units remain unsold (the “Point” and “South” buildings), and one which contains 160 vacant units that have not been renovated (the “North” building). Based on an appraisal obtained in September 2010, it was determined that the fair value of the property was lower than the Partnership’s total investment in the loan (including a previously established loan loss allowance of $10,188,000) and an additional charge to provision for loan losses of approximately $450,000 was recorded at the time of foreclosure during the first quarter of 2011 (total charge-off of $10,638,000).

In March 2012, the Partnership made a priority capital contribution to TOTB in the amount of $7,200,000. TOTB then purchased PRC’s member interest in TOTB for $7,200,000. Thus, the remaining members in TOTB are now the Partnership and the General Partner.  On the same date, the Partnership and the General Partner executed an amendment to the TOTB operating agreement to set the percentage of capital held by each at 80.74% for the Partnership and 19.26% for the General Partner based on the dollar amount of capital invested in the properties/LLC (excluding Preferred Class A Units discussed below).

44

Income and loss allocations will be made based on these percentages after a 15% preferred return to the Partnership based on its $2,583,000 contribution to TOTB in 2011 (Preferred Class A Units). The change in capital as a result of the PRC buyout and the amended agreement resulted in an increase to the Partnership’s capital of approximately $2,760,000. Per the PRC redemption agreement, in the event the TOTB real estate assets are sold in the future for proceeds in excess of the Partnership’s and General Partner’s investments in the LLC, including all capital contributions, loans, protective advances and accrued and unpaid interest under the operating agreement, PRC is to receive 25% of such excess. The noncontrolling interests of the other members of TOTB totaled approximately $6,016,000 and $15,512,000 as of June 30, 2012 and December 31, 2011, respectively.

In July, 2012 (subsequent to quarter end), the Partnership sold the industrial building located in Chico, California for net sales proceeds of approximately $8,515,000 resulting in a gain to the Partnership of approximately $1,863,000.

During the quarter ended June 30, 2012, the Partnership recorded impairment losses totaling approximately $90,000 on the residential lots located in West Sacramento, California and the residential land located in Coolidge, Arizona based on updated appraisals obtained. In addition, during the quarter ended June 30, 2012, the Partnership recorded an additional impairment loss of approximately $328,000 on the golf course located in Auburn, California (DarkHorse) at the time it was transferred to held for sale.

During the six months ended June 30, 2011, the Partnership foreclosed on a first mortgage loan secured by a 1/7th interest in a single family home located in Lincoln City, Oregon in the amount of approximately $75,000 and obtained the property via the trustee’s sale.  In addition, accrued interest and advances made on the loan or incurred as part of the foreclosure (such as legal fees and delinquent property taxes) in the total amount of approximately $10,000 were capitalized to the basis of the property.

During the six months ended June 30, 2011, the Partnership foreclosed on a first mortgage loan secured by an industrial building located in Chico, California in the amount of $8,500,000 and obtained the property via the trustee’s sale.  In addition, advances made on the loan or incurred as part of the foreclosure (such as legal fees and delinquent property taxes) in the total amount of approximately $588,000 were capitalized to the basis of the property. The carrying value of this property of $9,088,000 at the time of foreclosure approximated its then current fair value less estimated selling costs.

Cash, Cash Equivalents and Certificates of Deposit

Cash, cash equivalents and certificates of deposit decreased from approximately $18,195,000 as of December 31, 2011 to approximately $14,645,000 as of June 30, 2012 (decrease of $3,550,000 or 19.5%) due primarily to the purchase of a member’s interest in TOTB for $7,200,000 and capitalized improvements to real estate properties of approximately $1,489,000, net of approximately $5,582,000 received from the full or partial payoff of trust deeds during the quarter.

Interest and Other Receivables

Interest and other receivables increased from approximately $1,456,000 as of December 31, 2011 to $1,935,000 as of June 30, 2012 ($479,000 or 32.9%) due primarily to delinquent property taxes paid related to delinquent loans during the quarter ended June 30, 2012. A portion of these advances resulted in additions to the Partnership’s specific loan loss allowance as of June 30, 2012.

Other Assets

Other assets increased from approximately $1,329,000 as of December 31, 2011 to approximately $1,642,000 as of June 30, 2012 ($313,000 or 23.6%), due primarily to capitalized offering costs incurred during the quarter ended June 30, 2012 related to a proposed securities filing that is currently being prepared for the Partnership.

45

Accrued Distributions Payable

Accrued distributions payable decreased from approximately $74,000 as of December 31, 2011 to $0 as of June 30, 2012 because there was no tax basis net income distributed to partners in July 2012 (for June 2012 activity).

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities decreased from approximately $3,211,000 as of December 31, 2011 to approximately $3,042,000 as of June 30, 2012 ($169,000 or 5.3%) due primarily to a net decrease in the environmental remediation liability related to 1850 De La Cruz, LLC as approximately $295,000 in clean-up costs were paid during the six month period, net of an additional $100,000 accrued for future costs as of June 30, 2012. See additional information in Note 11 to the financial statements above.

Deferred Gains

Deferred gains decreased from approximately $1,449,000 as of December 31, 2011 to approximately $644,000 as of June 30, 2012 ($805,000 or 55.6%) due to the full payoff of the carry back note by the buyer/borrower related to the sale of the Bayview Gardens property in 2006.

Noncontrolling Interests

Noncontrolling interests decreased from approximately $17,520,000 as of December 31, 2011 to approximately $8,108,000 as of June 30, 2012 ($9,412,000 or 53.7%), due primarily to TOTB’s buyout of PRC’s interest in the LLC during the six months ended June 30, 2012 and the adjustment to the Partnership’s capital balance as a result of an amendment to the LLC’s operating agreement as of the same date.

Asset Quality

A consequence of lending activities is that losses will be experienced and that the amount of such losses will vary from time to time, depending on the risk characteristics of the loan portfolio as affected by economic conditions and the financial experiences of borrowers.  Many of these factors are beyond the control of the General Partner. There is no precise method of predicting specific losses or amounts that ultimately may be charged off on specific loans or on segments of the loan portfolio.

The conclusion that a Partnership loan may become uncollectible, in whole or in part, is a matter of judgment. Although institutional lenders are subject to regulations that, among other things, require them to perform ongoing analyses of their loan portfolios (including analyses of loan-to-value ratios, reserves, etc.), and to obtain current information regarding their borrowers and the securing properties, the Partnership is not subject to these regulations and has not adopted these practices. Rather, management of the General Partner, in connection with the quarterly closing of the accounting records of the Partnership and the preparation of the financial statements, evaluates the Partnership’s mortgage loan portfolio. The allowance for loan losses is established through a provision for loan losses based on the General Partner’s evaluation of the risk inherent in the Partnership’s loan portfolio and current economic conditions. Such evaluation, which includes a review of all loans on which the General Partner determines that full collectability may not be reasonably assured, considers among other matters:

· prevailing economic conditions;

· the Partnership’s historical loss experience;

· the types and dollar amounts of loans in the portfolio;

· borrowers’ financial condition and adverse situations that may affect the borrowers’ ability to pay;

· evaluation of industry trends;

· review and evaluation of loans identified as having loss potential; and

· estimated net realizable value or fair value of the underlying collateral.

46

Based upon this evaluation, a determination is made as to whether the allowance for loan losses is adequate to cover probable losses of the Partnership. Additions to the allowance for loan losses are made by charges to the provision for loan losses. Loan losses deemed to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts are credited to the allowance for loan losses. As of June 30, 2012, management believes that the allowance for loan losses of approximately $24,390,000 is adequate in amount to cover probable losses. Because of the number of variables involved, the magnitude of swings possible and the General Partner’s inability to control many of these factors, actual results may and do sometimes differ significantly from estimates made by the General Partner. As of June 30, 2012, seventeen loans totaling $51,650,000 were impaired. This includes fifteen past maturity loans totaling $49,542,000. In addition, one loan of $690,000 was also past maturity but current in monthly payments as June 30, 2012 (combined total of $52,340,000). After the General Partner’s evaluation of the loan portfolio, the Partnership recorded a decrease in the allowance for loan losses of approximately $152,000 (increase in specific loan loss allowance of $323,000 and decrease in general allowance of $475,000).  The General Partner believes that the allowance for loan losses is sufficient given the estimated fair values of the underlying collateral of impaired and past maturity loans.

Liquidity and Capital Resources

During the six months ended June 30, 2012, cash flows used in operating activities approximated $341,000. Investing activities provided approximately $4,434,000 of net cash during the six months, as approximately $5,943,000 was received from the payoff of loans, sale of the majority of real estate assets in Dation, LLC, and as a distribution from 1850 De La Cruz, LLC, net of approximately $1,507,000 used for improvements to real estate properties and purchase of equipment.  Approximately $7,644,000 was used in financing activities, as $7,200,000 was used to purchase the member interest of PRC in TOTB, approximately $78,000 was used to repay the note payable and $367,000 was distributed to partners in the form of income distributions (including distributions to noncontrolling interests). The General Partner believes that the Partnership will have sufficient cash flow to sustain operations over the next year.

The Partnership has experienced a significant increase in limited partner capital withdrawal requests since late 2008. As of June 30, 2012, the Partnership has received requests for withdrawal from limited partners holding approximately 106,200,000 Units, which represents approximately 38% of limited partner Units outstanding. All scheduled withdrawals from January 1, 2009 through June 30, 2012 were not made because the Partnership has not had sufficient available cash to honor such withdrawal requests, needed to have funds in reserve for operations, and, until its bank line of credit was repaid in December 2010, was restricted from making withdrawals under the terms of the line of credit. When funds become available for distribution from net proceeds, the General Partner is permitted to make a pro rata distribution to all partners of up to 10% of Partnership capital in any calendar year, which would prevent any limited partner withdrawals during the same year. However, there can be no assurance that 10% of the Partnership capital will be distributed in any calendar year. No pro rata capital distributions were made during the six months ended June 30, 2012. In July and October 2011, the Partnership made pro rata capital distributions to all partners totaling approximately $11,588,000, which was approximately 4.3% of total tax basis partners’ capital.

The limited partners may withdraw capital from the Partnership, either in full or partially, subject to the following limitations, among others:

·   The withdrawing limited partner is required to provide written notice of withdrawal to the General Partner, and the distribution to the withdrawing limited partner will not be made until 61 to 91 days after delivery of such notice of withdrawal.

·   No withdrawal of capital with respect to Units is permitted until the expiration of one year from the date of purchase of such Units, other than Units received under the Partnership’s Reinvested Distribution Plan.

·   Any such payments are required to be made only from net proceeds and capital contributions (as defined).

·   A maximum of $100,000 per limited partner may be withdrawn during any calendar quarter.

47

· The General Partner is not required to establish a reserve fund for the purpose of funding withdrawals.

·   No more than 10% of the aggregate capital accounts of limited partners can be paid to limited partners through any combination of distributions of net proceeds and withdrawals during any calendar year, except upon a plan of dissolution of the Partnership.

Although normal market conditions have not applied to the Partnership over the past four years, when such conditions do apply, sales of Units to investors, reinvestment of limited partner distributions, portfolio loan payoffs, sales of foreclosed properties and advances on the Partnership’s line of credit (which has been fully repaid) provide the capital for new mortgage investments. If general market interest rates were to increase substantially, investors might turn to interest-yielding investments other than Partnership Units, which would reduce the liquidity of the Partnership and its ability to make additional mortgage investments to take advantage of the generally higher interest rates. In addition, an additional increase in delinquencies on Partnership loans (including an increase in past maturity loans) could further reduce liquidity and could further reduce the cash available to invest in new loans and distribute to limited partners.  In contrast, a significant increase in the dollar amount of loan payoffs, sales of foreclosed properties and any additional limited partner investments without the origination of new loans of the same amount would increase the liquidity of the Partnership. Such an increase in liquidity could result in a decrease in the yield paid to limited partners as the Partnership would be required to invest the additional funds in lower yielding, short term investments.

Limited partner capital increased by approximately $1,587,000 during the six months ended June 30, 2012 due primarily to the adjustment to capital as a result of TOTB’s purchase of the member interest of PRC during the six month period. There were no reinvested distributions from limited partners during the six months ended June 30, 2012. Reinvested distributions from limited partners electing to reinvest were $56,000 for the six months ended June 2011. In April 2011, the General Partner suspended the Distribution Reinvestment Plan for all limited partners, in an effort to ensure the Partnership’s ability to continue to operate in compliance with the requirements of the Partnership Agreement.  The Partnership intends to amend its registration statement to withdraw the remaining registered Units as it no longer intends to sell Units under this registration statement or pursuant to the Distribution Reinvestment Plan. There were no limited partner withdrawals for the six months ended June 30, 2012 and 2011. Pro rata capital distributions totaling $11,587,000 were made to all partners during the year ended December 31, 2011. Limited partner withdrawal and capital distribution percentages have been 5.66%, 0.00%, 2.01%, 10.14% and 6.34% for the years ended December 31, 2011, 2010, 2009, 2008 and 2007, respectively. These percentages are the annual average of the limited partners’ capital withdrawals in each calendar quarter divided by the total limited partner capital as of the end of each quarter.

The total amount of indebtedness incurred by the Partnership cannot exceed the sum of 50% of the aggregate fair market value of all Partnership loans. Until December 2010, the Partnership had a line of credit agreement with a group of three banks that provided interim financing on mortgage loans invested in by the Partnership. The line of credit was repaid in full by the Partnership in December 2010. Because of such repayment, various restrictions on the Partnership’s capital resources imposed by the line of credit agreement no longer apply.

The Partnership has a note payable with a bank through its investment in 720 University, LLC with a balance of $10,165,000 and $10,242,000 as of June 30, 2012 and December 31, 2011, respectively. The note required monthly interest-only payments until March 1, 2010 at a fixed rate of 5.07% per annum. Commencing April 1, 2010, the note became amortizing and monthly payments of $56,816 are now required, with the balance of unpaid principal due on March 1, 2015.

Although the Partnership previously had commitments under construction and rehabilitation loans, no such commitments remained as of June 30, 2012.

The Partnership has an obligation to pay all required costs to remediate and monitor contamination of the real properties owned by 1850 De La Cruz, LLC (1850).  As part of the Operating Agreement executed by the Partnership and its joint venture partner in 1850, Nanook, the Partnership has indemnified Nanook against all obligations related to the expected costs to monitor and remediate the contamination. In 2008, the Partnership had accrued an amount that a third party consultant had estimated would need to be paid to monitor and remediate the site. The majority of clean-up activities commenced during

48

2012 as part of the tenant’s construction of a new building on the site. Thus, approximately $295,000 was paid by the Partnership from the previously established liability during 2012 and an additional $100,000 was accrued during the quarter ended June 30, 2012 as a result of an updated estimate of future costs to be incurred. If additional amounts are required, it will be an obligation of the Partnership. As of June 30, 2012 and December 31, 2011, approximately $235,000 and $430,000, respectively, has been accrued on the Partnership’s books. All costs for this project will be paid from cash reserves.

It was determined subsequent to foreclosure of the applicable loans in November 2009 that additional renovation costs would be required to complete certain of the condominium units located in Phoenix, Arizona owned by the Partnership so that these units may be leased or sold. In June 2011, 54th Street Condos, LLC (wholly owned by the Partnership) signed a $2,484,000 construction contract for completion of the remaining condominium units. The total estimated cost to complete these units (including related costs, change orders and contingency) is now estimated to be approximately $3,187,000 As of June 30, 2012, approximately $2,180,000 has been paid/capitalized by the Partnership. Construction began during the third quarter of 2011 and should be completed in phases by the end of 2012. All improvement costs will be paid from cash reserves.

The Partnership has four delinquent loans with aggregate principal balances totaling approximately $24,203,000 that were originally secured by first, second and third deeds of trust secured by 29 parcels of land with entitlements for a 502,267 square foot resort development located in South Lake Tahoe, California known as Chateau at Lake Tahoe (the “Project”). In July 2012 (subsequent to quarter end), the Partnership signed purchase agreements totaling $6,600,000 to acquire seven parcels in the Project that are contiguous to parcels securing the Partnership’s loans. These seven parcels provided partial security for the Partnership’s existing loans which were junior to senior loans that foreclosed on the property in 2010 and early 2011 by the present owners.  While these parcels were originally part of the security for the Partnership’s loans, management chose not to advance the funds to acquire the parcels at the foreclosure sales due to the bankruptcy of the borrower and the uncertainty surrounding the Project. As a result, there are multiple owners of the contiguous parcels.  For similar reasons, in July 2012 the Partnership also signed a letter of intent to acquire the senior note secured by two parcels on which the Partnership holds second and third deeds of trust for $1,400,000. In addition, the Partnership will advance $200,000 to obtain a release of the deed of trust that is senior to the Partnership’s loan on a single parcel in the second phase of the Project, and advance $100,000 for the option to acquire a note for $700,000 which is senior to the Partnership’s loan.

The Partnership will pay $4,000,000 out of cash reserves for the above purchases. The sellers of the parcels and notes will carry the balance of the purchase price which totals $5,000,000 at 5% with interest only, semi-annual payments due in four years from the close of escrow. Once these acquisitions are completed, it is anticipated that the Partnership will then foreclose on all of the deeds of trust and gain ownership of the related parcels. The Partnership will then own a total of 20 parcels which will include all of the parcels necessary to complete the first phase of the Project. Management made the decision to purchase these parcels and notes in order to protect the Partnership’s existing investment in the loans by securing controlling ownership of the first phase of the Project, which will enable the Partnership to move ahead with the sale or potential development of the Project.

Contingency Reserves

The Partnership is required to maintain cash, cash equivalents and marketable securities as contingency reserves in an aggregate amount of at least 1-1/2% of the capital accounts of the limited partners to cover expenses in excess of revenues or other unforeseen obligations of the Partnership. The cash capital contributions of OFG, up to a maximum of 1/2 of 1% of the limited partners’ capital accounts may be maintained as additional contingency reserves, if considered necessary by the General Partner.  Although the General Partner believes the contingency reserves are adequate, it could become necessary for the Partnership to sell or otherwise liquidate certain of its investments or other assets to cover such contingencies on terms which might not be favorable to the Partnership.

PART I - Item 4. CONTROLS AND PROCEDURES

The General Partner of the Partnership carried out an evaluation, under the supervision and with the participation of the General Partner’s management, including the General Partner’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that, as of June 30, 2012, which is the end of the period covered by this quarterly report on Form 10-Q,  the Partnership’s disclosure controls and procedures are effective.

49

There have been no changes in the Partnership’s internal control over financial reporting in the fiscal quarter ending June 30, 2012 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

In the normal course of business, the Partnership may become involved in various types of legal proceedings such as assignment of rents, bankruptcy proceedings, appointment of receivers, unlawful detainers, judicial foreclosure, etc., to enforce the provisions of the deeds of trust, collect the debt owed under the promissory notes, or to protect, or recoup its investment from the real property secured by the deeds of trust.  None of these actions would typically be of any material importance.  As of the date hereof, the Partnership is not involved in any legal proceedings other than those that would be considered part of the normal course of business.

Item 1A. Risk Factors

There have been no material changes in the Partnership’s risk factors as previously disclosed in the Partnership’s Annual Report on Form 10-K as of and for the year ended December 31, 2011.

Item 6. Exhibits

(a)Exhibits

  31.1    Section 302 Certification of William C. Owens

  31.2    Section 302 Certification of Bryan H. Draper

  32       Certifications pursuant to 18 U.S.C. Section 1350

101      Financial statements from this quarterly report on Form 10-Q, formatted in XBRL: (i) the Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011, (iii) the Consolidated Statements of Partners’ Capital for the six months ended June 30, 2012 and 2011, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and (v) the Notes to such Consolidated Financial Statements.

50

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:           August 14, 2012	OWENS MORTGAGE INVESTMENT FUND, a California Limited Partnership
	By:	OWENS FINANCIAL GROUP, INC., GENERAL PARTNER
Dated:           August 14, 2012	By:	/s/ William C. Owens
		William C. Owens, President
Dated:           August 14, 2012	By:	/s/ Bryan H. Draper
		Bryan H. Draper, Chief Financial Officer
Dated:           August 14, 2012	By:	/s/ Melina A. Platt
		Melina A. Platt, Controller

51