ALL STATE PROPERTIES LP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended Commission File No.
June 30, 2002 0-12895

ALL-STATE PROPERTIES L.P.
(Exact name of Registrant as specified in its charter)

Delaware 59-2399204
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)

Mailing address: P.O. Box 5524
Fort Lauderdale, FL 33310-5524

5500 N.W. 69th Avenue, Lauderhill, Florida 33319
(Address of principal executive offices) (Zip Code)

Registrant?s Telephone number, including area code (954)
572-2113

Securities registered pursuant to Section 12(b) of the Act:

Title of Class Name of Each Exchange on Which Registered
None Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Title of Class

Limited partnership units

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 issuer was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

YES X NO

The aggregate market value of the limited partnership units
held by non-affiliates of Registrant is not ascertainable.
(See Page II-1)

PART I

ITEM 1. BUSINESS

(a) General Development of Business

All-State Properties L.P. (a limited
partnership) (the Partnership) was organized under the
Revised Uniform Limited Partnership Act of Delaware on April
27, 1984 to conduct the business formerly carried on by a
predecessor corporation, All-State Properties, Inc. (the
Corporation). The terms Company and Registrant refer to the
Partnership or the Corporation or both of them as the
context requires. Pursuant to a Plan of Liquidation adopted
by shareholders of the Corporation on September 30, 1984,
the Corporation transferred substantially all of its assets
to the Partnership, and the Corporation distributed such
limited partnership interests to its shareholders.

Registrant?s principal business has been land
development and the construction and sale of residential
housing in Broward County, Florida. However, it has
substantially completed its land development activities and
the sale of residential housing. Its present activities are:

(i) Through a 36.12% owned Florida limited
liability corporation, Tunicom LLC (?Tunicom?)(formerly
known as Unicom Partnership Ltd.),Registrant was engaged in
the operation of an adult rental apartment project on 78.2
acres of land. (See Item 1(b)(1)(i)(a) and Note 2 to
financial statements.)

(ii) Through a real estate joint venture, City
Planned Communities (CPC), owned 50% by the Company and 50%
by Newnel Partnership Registrant was engaged in the
development and sale of commercial and residential land.
(See Note 2 to financial statements.)

(iii) Through a 99% owned Florida limited
partnership, Wimbledon Development Ltd. (Wimbledon),
Registrant sold a condominium development. See Item
1(b)(1)(i)(b).

(b)(1) NARRATIVE DESCRIPTION OF BUSINESS

(i) (a) Adult Rental Apartment Project

In April, 1987, CPC sold approximately 78 acres
of land to Tunicom for the purpose of constructing a 324-
unit adult apartment rental project on the land. Registrant
holds a 36.12% limited partnership interest in Tunicom. (See
Note 2 to financial statements)

I-2

The monthly rentals ranged from $2,800 per month
for the one-bedroom units to $3,100 per month for the two-
bedroom units, and included food service, maid service and
electricity. The facility was 98-percent leased and
occupied.

The property was self-managed. A management fee
of 4% of total income was paid to the partners assuming the
managerial responsibility. The management arrangement was
approved by HUD. (See Item 11.)

On July 28, 1995, Tunicom LLC. (Tunicom),
successfully concluded a reassignment and reinstatement of
its mortgage note in the amount of $27,638,955.87 from the
Department of Housing and Urban Development (HUD) to the
Government National Mortgage Association (GNMA). The
reinstated, reinsured mortgage had a maturity date of
January 1, 2029 and accrued interest at the rate of eight
(8%) percent per annum, which included a 0.25% servicing
fee. In addition, Tunicom used to pay one-half of one
percent per annum mortgage insurance premium.

Tunicom had accrued unpaid interest and other
liabilities related to the mortgage in a total amount of
$3,896,730. The total adjusted accrued interest and closing
costs paid at the closing equaled $1,502,183. This resulted
in a saving of $2,394,547, which saving was amortized over
the remaining life of the mortgage. The saving resulted from
the difference between the accrual at the original note rate
and the borrowing rate charged by HUD.

On June 25, 1997, Tunicom signed a Letter of
Intent with CareMatrix Corporation (AMEX) which Letter
became effective July 18, 1997. Prior to that date Tunicom,
through its partners representing a majority interest in the
partnership (the Company abstaining) voted to approve the
transaction. The documents memorializing the transaction
were executed on August 13, 1997 with an effective date of
July 1, 1997, but dependent upon the completion of due
diligence and the payment of $4,500,000 to Tunicom. On
September 24, 1997, CareMatrix made the required payment and
the initial phase of the transaction was completed. Tunicom
used the proceeds for transaction costs ($325,000),
partnership obligations ($1,400,000), and distributed
$2,650,000 to certain partners to partially repay funds they
invested in Tunicom.

The $4,500,000 payment made by CareMatrix to
Tunicom represented an option payment, in consideration for
which CareMatrix was granted the option to purchase the
facility in three years on June 30, 2000. The purchase price
was 8.75 times the net operating income before depreciation
for the year ended June 30, 2000, plus the then outstanding
mortgage balance and other adjustments, less the $4,500,000
option payment.

I-3

In the interim, CareMatrix leased the facility,
retaining the sums of $518,700-the first year; $775,000-the
second year; and $875,000-the third year out of cash flow
each year and after payment of amounts due in connection
with the facility's mortgage insured by the U.S. Department
of Housing and Urban Development ("HUD").

The HUD-approved management company, SRR
Management Corp., managed the facility at a rate approved by
HUD of 4% of collections.

Prior to the closing, the Optionee assigned its
option to acquire Forest Trace. On August 16, 2000, the
transaction was consummated and closed with F.C. Forest
Trace L.L.C., the present owner. The purchase price was
$47,159,295, including the outstanding principal balance
plus accrued interest on the existing mortgage in the amount
of $26,720,254,which was satisfied at closing. After giving
effect to various adjustments, prorations and credits,
including the deposit of $4,500,000 previously accounted
for, the seller received net proceeds of $16,379,732. After
payment of a brokerage commission in the amount of $232,190
and bonuses in the amount of $200,000 to key employees of
Forest Trace, none of whom were employees of the Company,
$15,000,000 was distributed to partners. The remaining
balance of $947,542 was being held subject to true-up on
November 15, 2000 of net operating income from the facility
for the four months ending October 31, 2000. The Company?s
share of the $15,000,000 distribution was $4,665,012. (See
Item 7). Of the amount distributed to the Company, $769,038
was used to pay liabilities and $2,638,324 was used to pay
the Company?s outstanding debentures together with accrued
interest thereon. The balance in the amount of $1,257,650
was retained by the Company, and together with its share of
the $947,542 being held, determined the amount of a
distribution to the unit owners of $.40 a unit on May 8,
2001.

In a related transaction, the partners of
Tunicom formed a new limited partnership called Newall
Assisted Living Ltd. ("Newall"), which entered into a joint
venture as a 50% partner with a company related to
CareMatrix. The new entity, Newall-Chancellor 69th Avenue
Associates, was formed to build a 120-unit assisted living
facility on 4.2 acres of land to be purchased from Tunicom
at a price to be agreed upon. Chancellor agreed to provide
all the necessary financing to erect and open the assisted
living facility.

The CareMatrix entity has defaulted under its
obligations to Newall Chancellor 69th Avenue Associates (the
?joint venture?). Newall Assisted Living Ltd., one of the
two partners in the joint venture and the entity in which
the Company is a partner, is pursuing its rights under the
applicable Agreement while at the same time attempting to
find a different partner with which to develop and operate
the assisted living facility.

I-4

(i) (b) Condominium Units

In November, 1986, Registrant formed Wimbledon
Development Ltd., a Florida limited partnership, for the
purpose of constructing up to 48 units on six acres of land.
Two buildings on two acres of land were completed and all
sixteen (16) units sold. The remaining four acres were sold.

In June 1999, control of the condominium
association was turned over to the unit owners by Wimbledon
Development Ltd., the developer. All required funds for
reserves and deferred maintenance were delivered to the new
condominium board. Wimbledon Development Ltd., its general
partner and the Registrant, its limited partner, were issued
releases with respect to all matters pertaining to the
condominium. (See Item 3, Legal Proceedings)

(ii) Registrant has no plans for any new
products.

(iii) Registrant purchased building materials
which are available from many sources.

(iv) Registrant holds no patents, trademarks,
etc.

(v) No part of Registrant?s business is
subject to significant seasonal variation.

(vi) Registrant?s only present source of
working capital is the cash distributions made to it by
Tunicom.

(vii) The apartment rental market is not
dependent upon a single or a few customers, but instead
relies on a wide customer base. The Tunicom units were
rented to upper income retirees.

(viii) No portion of Registrant?s business
involved government contracts.

(ix) The adult rental apartment market in South
Florida is highly competitive. Martinez & Associates,
consultants retained by Tunicom and specializing in housing
for the elderly, identified nine facilities in the Fort
Lauderdale area as being competitive with the Tunicom
complex. However, the Tunicom project offered larger units
and made available more two-bedroom units than its
competitors.

(x) Registrant incurs no research and
development expenses.

I-5

(xi)In the development and sale of their
properties, Registrant, Tunicom and Wimbledon are required
to comply with applicable zoning and environmental
regulations. It is believed that the compliance with
environmental regulations will have no material effect upon
capital expenditures, earnings or competitive position of
Registrant in future periods

(xii) Registrant (including Wimbledon) employs
two part-time people. Tunicom employed 87 people full time
and 43 people part time, engaged in the operation of the
retirement facility.

(d) Tunicom had no foreign operations or export
sales.

ITEM 2. PROPERTIES

The Company had outstanding 4% subordinated
convertible debentures that became due September 30, 1989.
The payment of the interest and principal on the Debentures
was subordinate to payment of certain senior debt which
remained outstanding. Consequently, the Registrant had been
prohibited from paying the Debentures since maturity. On
August 23, 2000, the Debentures and accrued interest thereon
were paid. (See Notes 5 and 12)

ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

No matters were submitted to a vote of security
holders of Registrant during the fourth quarter of the
fiscal year covered by this report.

ITEM 4. LEGAL PROCEEDINGS

None.

I-6

PART II

ITEM 5. MARKET FOR THE REGISTRANT?S COMMON EQUITY AND
RELATED SECURITY HOLDER MATTERS

(a) In June, 1988, Registrant advised its unit
holders that in order to avoid classification as a publicly
traded limited partnership under the Internal Revenue Code,
it would facilitate the transfer of units privately
commencing July 1, 1988.

There were no trades made through the
Registrant?s matching service for the years ended June 30,
1993 through June 30, 2001. The Company has no knowledge of
other transactions. Therefore, no bid and asked prices could
be ascertained.

(b) As of June 30 2002, there were 1,348 holders
of record of 3,108,518 limited partnership interests,
excluding individual participants in security nominee or
street names, but including shares escheated to various
states.

Pursuant to the Plan of Liquidation and
Dissolution of All-State Properties, Inc. and the Limited
Partnership Agreement of All-State Properties L.P. upon the
dissolution of the Corporation, stockholders automatically
received one unit of partnership interest for each share of
stock held and became record holders of limited partnership
units. However, until the stockholders submitted their stock
certificates for exchange and had taken other necessary
steps, they would not become limited partners.

As of June 30, 2002, 103 of the 1,451 record
holders of limited partnership interests holding 9,547 units
had not submitted their stock certificates for exchange.

(c)(d) The Company never paid cash dividends on its
common stock while it was a corporation. The Partnership
declared cash distributions cumulatively totaling $0.85 per
unit through August 31, 1989 and distributed $.40 per unit
on May 8, 2001.

II-1

ALL-STATE PROPERTIES L.P
(A LIMITED PARTNERSHIP) (NOTE 1A)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30

SELECTED CASH FLOW AND
AND OPERATING STATEMENT
DATA 2 0 0 2 2 0 0 1 2 0 0 0 1 9 9 9 1 9 9 8

REVENUE:
Equity in net earnings
(Loss) of real estate
partnerships $ (13,438) $ 6,872,555 $ 683 $ (23,295) $ (34,380)
Other income 7,624 59,564 6,082 7,364 49,763

Total $ (5,814) $ 6,932,119 $ 6,765 $ (15,931) $ 15,383
Income (Loss) before
Extraordinary Items $ (84,877) $ 6,843,331 $ (174,197) $ (235,948) $ (151,977)

Net Income (Loss) $ (84,877) $ 6,843,331 $ (174,197) $ (235,948) $ (151,977)
Per Share/Unit -
fully diluted:
Net income (Loss) be-
fore Extraordinary Items $ (0.03) $ 2.19 $ (.05) $ (.08) $ (.05)

Net Income (Loss) $ (0.03) $ 2.19 $ (.05) $ (.08) $ (.05)

SELECTED BALANCE SHEET DATA
Total Assets $ 344,842 $ 658,146 $ 6,526 $ 21,635 $ 6,993

Notes, mortgages and con-
struction loans $ - $ - $ 612,077 $ 573,225 $ 430,600
4% convertible debentures,
due 1989 including
accrued interest $ - $ - $ 2,628,518 $ 2,563,433 $ 2,498,349

Total $ 344,842 $ 658,146 $ 3,240,595 $ 3,136,658 $ 2,928,949

Cash Dividends Declared
Per Share/Unit $ NONE $ 0.40 $ NONE $ NONE $ NONE

See notes to financial statements.
II-2

CITY PLANNED COMMUNITIES, (A PARTNERSHIP) AND TUNICOM
PARTNERSHIP LTD.
(A LIMITED PARTNERSHIP)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30

SELECTED INCOME STATEMENT DATA
2 0 0 2 2 0 0 1 2 0 0 0 1 9 9 9 1 9 9 8

Sales and rental
of real estate $ - $ 21,705,571 $ - $ - $ -

Lease Income - - 5,744,412 5,352,291 4,755,196

Interest and other
income 1,356 2,226,737 13,832 18,818 114,134

Total Revenues $ 1,356 $ 23,932,308 $ 5,758,244 $ 5,371,109 $ 4,869,330

Net Income(Loss)
Before Extra-
ordinary Items $ (39,927) $ 22,636,326 $ 419,267 $ 307,173 $ 140,884

Net Income(Loss) $ (39,927) $ 22,636,326 $ 419,267 $ 307,173 $ 140,884

SELECTED BALANCE
SHEET DATA

Total Assets $ 866,154 $ 763,142 $ 30,119,840 $ 30,597,154 $ 30,948,582

Partners' Cash
Distributions $ - $ 16,417,256 $ 848,936 $ 1,572,000 $ 5,001,156

NOTE: Information shown is from the combined financial statements of City Planned
Communities and Tunicom LLC.

See notes to combined financial statement.
II-3

ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ALL-STATE PROPERTIES L.P.

YEAR ENDED JUNE 30, 2002 COMPARED TO YEAR ENDED
JUNE 30, 2001

FINANCIAL CONDITION

The net income for the year ended June 30, 2002
represents the results of operations due to the
administration of the Company and its lone remaining asset,
an interest in approximately five acres of real estate. The
Company?s major asset was sold during the fiscal year ended
June 30, 2001.

In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76%,(including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:

1.34% to F. Trace, Inc., the former general partner of
Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances to
Tunicom on behalf of the company
45.73% to the Company

100.00%

Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

3.49% to the non-partner distributees

As to the partners:

1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)

100.00%

II-4

The amount of the distribution to be received by the
Company is the same under both of the above calculations.

In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.

II-5

ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- - ALL-STATE PROPERTIES L.P.

YEAR ENDED JUNE 30, 2001 COMPARED TO YEAR ENDED
JUNE 30, 2000

FINANCIAL CONDITION

The net income for the year ended June 30, 2001
increased due to the sale of its partnership asset as
explained in Note 12 to the financial statements. Expenses
likewise decreased as a result of liabilities being paid.

In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner
of the Company) of any of its cash that becomes available
for distribution to those individuals. The balance of any
cash that became available for distribution up to
$13,351,210 would be distributed to the Company and Newnel
Partnership for the benefit of CPC. After $13,351,210 was
disbursed, remaining cash would be distributed 26.76% to
the aforementioned individuals and the remainder as
follows:

1.34% to F. Trace, Inc., the former general partner
of Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company
45.73% to the Company

100.00%

Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

3.49% to the non-partner distributees

As to the partners:

1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)

100.00%

II-6

The amount of the distribution to be received by the
Company is the same under both of the above calculations.

In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.

II-7

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- CITY PLANNED COMMUNITIES AND TUNICOM
PARTNERSHIP LTD.

YEAR ENDED JUNE 30, 2002 COMPARED TO YEAR ENDED
JUNE 30, 2001

The net income for the year ended June 30, 2002
represents the results of operations due to the
administration of the Company and its lone remaining asset,
an interest in approximately five acres of real estate. The
Company?s major asset was sold during the fiscal year ended
June 30, 2001.

In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that becomes available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:

1.34% to F. Trace, Inc., the former general partner of
Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company
45.73% to the Company

100.00%

Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

3.49% to the non-partner distributees

As to the partners:

1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)

100.00%
II-8

The amount of the distribution to be received by the
Company is the same under both of the above calculations.

In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.

II-9

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- CITY PLANNED COMMUNITIES AND TUNICOM
PARTNERSHIP LTD.

YEAR ENDED JUNE 30, 2001 COMPARED TO YEAR ENDED
JUNE 30, 2000

The net income for the year ended June 30, 2001 as
compared to the year ended June 30, 2000 reflects the sale
of assets as described in Note 8 to the financial
statements.

In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:

1.34% to F. Trace, Inc., the former general partner of
Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company
45.73% to the Company

100.00%

Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

3.49% to the non-partner distributees

As to the partners:

1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)

100.00%

II-10

The amount of the distribution to be received by the
Company is the same under both of the above calculations.

In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.

II-11

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)(NOTE 1A)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

I N D E X

PAGE

Independent Auditor?s Report II-13

FINANCIAL STATEMENTS:

Balance Sheets II-14

Statements of Operations II-15

Statements of Changes in Partners? Capital
(Deficit) II-16

Statements of Cash Flows II-17/18

Notes to Financial Statements II-19/24

SUPPLEMENTAL INFORMATION:

Exhibits indicating the Computation of
Earnings per Unit IV-5

Selected Financial Data II-2

II-12

FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766

INDEPENDENT AUDITOR?S REPORT

To the Partners
All-State Properties, L.P.
Lauderhill, Florida

We have audited the accompanying balance sheets of All-State
Properties L.P. as of June 30, 2002, and 2001 and the
related statements of operations, partners? capital and cash
flows for each of the three years in the period ended June
30, 2002. These financial statements are the responsibility
of the partnership?s management. Our responsibility is to
express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing
standards generally accepted in the United States of
America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provided
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of All-State Properties L.P. at June 30, 2002 and
2001 and the results of their operations and their cash
flows for each of three years in the period ended June 30,
2002 in conformity with accounting principles generally
accepted in the United States of America.

We have also previously audited, in accordance with auditing
standards generally accepted in the United States of
America, the balance sheets as of June 30, 2000, 1999, 1998,
and the related statements of operations, partners? capital,
and cash flows for the years ended June 30, 2000, 1999, and
1998 (none of which are presented herein); and we expressed
unqualified opinions on those financial statements. In our
opinion, the information set forth in the selected financial
data for each of the five years in the period ended June, 30
2002, appearing on page II-2, and the exhibit indicating the
computation of earnings per unit, appearing on page IV-5,
are fairly stated, in all material respects, in relation to
the financial statements from which it has been derived.

September 12, 2002

II-13

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
BALANCE SHEETS
JUNE 30, 2002 AND 2001
(AUDITED)
A S S E T S

JUNE 30
2 0 0 2 2 0 0 1

Cash $ 34,348 $ 402,042

Other assets $ 1,210 $ 1,210

Undistributed earnings in
partnerships ? related parties
(Notes 1, 2 and 10) 309,664 254,894

Total Assets $ 345,222 $ 658,146

LIABILITIES AND PARTNERS? CAPITAL

LIABILITIES:

Partnership distributions
payable (Note 7) $ 11,934 $ 314,451

Deferred revenue ? related
party 68,207 -

Accounts payable and
other liabilities
(Note 6) 24,173 12,039

$ 104,314 $ 326,490
COMMITMENTS AND CONTINGENCIES
(Notes 2,9 and 10)

PARTNERS? CAPITAL:
Partners? capital
(3,772,419 units authorized,
3,118,065 units outstanding)
(Notes 5 and 7) $ 430,145 $ 515,299
Notes receivable-officers/
partners including
accrued interest of
$49,379 in 2002 and
$43,785 in 2001 (Note 3) (189,237) (183,643)

$ 240,908 $ 331,656
TOTAL LIABILITIES AND PARTNERS?
CAPITAL $ 345,222 $ 658,146

See accompanying summary of accounting policies and notes to
financial statements.

II-14

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0
REVENUES (Note 8):

Income (Loss) from real
estate partnership -
related parties
(Note 2) $ (13,438) $ 6,872,555 $ 683
Interest income
(Note 3) 7,624 59,564 6,082

$ (5,814) $ 6,932,119 $ 6,765

COST AND EXPENSES:

General and
administrative
expenses(Note 1E) $ 79,340 $ 70,128 $ 46,270
Interest (Notes 1E
and 4) - 18,660 134,692

Total $ 79,340 $ 88,788 $ 180,962

NET INCOME (LOSS) $ (85,154) $ 6,843,331 $ (174,197)

NET INCOME OR (LOSS)
PER PARTNERSHIP UNIT
(Note 1F) $ (0.03) $ 2.19 $ (0.05)

CASH DISTRIBUTIONS PER
UNIT $ NONE $ 0.40 $ NONE

See accompanying summary of accounting policies and notes to
financial statements.

II-15

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTES TOTAL
RECEIVABLE PARTNERS
NUMBER GENERAL LIMITED OFFICERS/ CAPITAL
OF UNITS PARTNER PARTNERS PARTNERS (DEFICIT)

BALANCE - June 30, 1999 $ 3,118,065 $ 2 $ (4,383,983) $ (224,376) $ (4,608,359)

Net (Loss) - - (174,197) - (174,197)
Net increase in notes receivable-
partners - - - (5,673) (5,673)

BALANCE - June 30, 2000 $ 3,118,065 $ 2 $ (4,558,180) $ (230,049) $ (4,788,229)

Net income - - 6,843,331 - 6,843,331
Net decrease in notes receivable-
partners - - - $ 46,406 46,406
Partners distributions - - (1,769,852) - (1,769,852)

BALANCE ? June 30, 2001 $ 3,118,065 $ 2 $ 515,299 $ (183,643) $ 331,656

Net (Loss) - - (85,154) - (85,154)
Net increase in notes receivable-
partners - - - (5,594) (5,594)
Partners distribution - - - - -

BALANCE - June 30, 2002 $ 3,118,065 $ 2 $ 430,145 $ (189,237) $ 240,908

See accompanying summary of accounting policies and notes to financial
statements.
II-16

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

YEARS ENDED JUNE 30,
2 0 0 2 2 0 0 1 2 0 0 0
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
(Note 1G)

Cash Flows from Operating
Activities:

Interest and other income
received $ 2,030 $ 105,970 $ 1,079
Cash paid for general and
administrative expenses (55,273) (101,408) (33,425)
Interest paid - $ (1,187,175) (42,710)
Payment for shares escheated (314,451) - -

Net Cash (Used)
Provided by Operating
Activities $ (367,694) $(1,182,613) $ (75,056)

Cash Flows from Financing
Activities:

Proceeds(payment) from
notes payable - net $ - $ (508,461) $ 24,359
Proceeds (payments) on
note-related party - net - (145,537) 17,237
Payment of debentures - (1,643,198) -

Net Cash Provided
(Used) by Financing
Activities $ - $ (2,297,196) $ 41,596

Cash Flows from Investing
Activities:

Distribution to partners $ - $ (1,707,897)$ -
Distribution from partner-
ship - 5,584,432 18,351

Net Cash Provided (Used)
by Investing Activities $ - $ 3,876,535 $ 18,351

See accompanying summary of accounting policies and notes to
financial statements.

II-17 (1 of 2)

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (367,694) $ 396,726 $ (15,109)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 402,042 5,316 20,425

CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 34,348 $ 402,042 $ 5,316

See accompanying summary of accounting policies and notes to
financial statements.

II-17 (2 of 2)

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

YEARS ENDED JUNE 30,
2 0 0 2 2 0 0 1 2 0 0 0

Reconciliation of net income(Loss)
to net cash (used) provided
by operating activities:

Net Income (Loss) $ (85,154) $ 6,843,331 $ (174,197)

Adjustments to reconcile net
(Loss) to net cash (used)
provided by operating
activities:
(Profit) Loss from real
estate partnership ?
related parties $ 13,438 $(6,872,555) $ (683)

Changes in assets and liabilities:
Increase (Decrease) in
accrued interest -
notes payable - (103,616) 14,493
Increase (Decrease)in
accrued interest-related
party notes (net) - (79,579) 13,074
(Increase) decrease in
notes receivable-partners (5,594) 46,406 (5,673)
Increase (decrease) in 4%
Convertible subordinated
debenture accrued interest - (985,320) 65,084
(Decrease) increase in

liabilities 12,134 (31,280) 12,846
(Decrease) in partnership
distributions payable (302,518) - -

Total Adjustments $ (282,540) $ (8,025,944) $ 99,141

NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (367,694) $ (1,182,613) $ (75,056)

NON-CASH INVESTING AND
FINANCING ACTIVITIES:

Deferred Revenue $ 68,207 - -
Undistributed earnings in
partnerships ? related
parties $ (54,769) - -
Income (loss) from real
estate partnership ?
related parties $ (13,438) - -

See accompanying summary of accounting policies and notes to
financial statements.

II-18

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and Operations

All-State Properties L.P. (a limited partnership) (the
Company) was organized under the Revised Uniform
Limited Partnership Act of Delaware on April 27, 1984
to conduct the business formerly carried on by a
predecessor corporation, All-State Properties, Inc.
(the Corporation). Pursuant to a Plan of Liquidation
adopted by shareholders of the Corporation on September
30, 1984, the Corporation transferred substantially all
of its assets to All-State Properties L.P., and the
Corporation distributed such limited partnership
interests to its shareholders.

The Company?s principal business has been land
development and the construction and sale of
residential housing in Broward County, Florida.
However, it has substantially completed its land
development activities and the sale of residential
housing. Its present activities are:

Through a 36.12% owned Florida limited liability
corporation, Tunicom LLC (Tunicom)(formerly known as
Unicom Partnership Ltd.) the Company was engaged in
the operation of a 324-unit adult rental apartment
project that was sold during the year ended June 30,
2001.

Through a 50% owned real estate joint venture, City
Planned Communities (CPC), The Company was engaged in
the development and sale of commercial and
residential land. City Planned Community was
liquidated on July 1, 2001.

It also was involved in the construction and sale of
residential condominiums through a 99% owned limited
partnership interest in Wimbledon Development Ltd. As
of June 30, 2000, all the land and condominiums owned
by Wimbledon have been sold (Note 1A).

B. Revenue Recognition

The Company recognizes income from its investment in
real estate partnerships utilizing the equity method,
and interest is recognized as earned with the passage
of time.

II-19

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

C. Income (Loss) Per Partnership Unit

Income (loss) per partnership unit is computed by dividing
the net income (loss) by the weighted average number of
units outstanding. No effect was given to the convertible
debentures that were dilutive and were repaid in 2001.
(See Note 5).

D. Cash and Cash Equivalents

For the purposes of the statements of cash flows, the
Company considers all highly liquid investments with a
maturity of three months or less to be cash equivalents.

E. Use of Estimates

The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported
amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.

F. Principles of Consolidation

The accompanying financial statements include the
accounts of the Company and of Wimbledon Development
Ltd, a 99%-owned limited partnership. All intercompany
transactions and balances have been eliminated in
consolidation.

G. Limited Partnership

The accompanying financial statements include only those
assets, liabilities and results of operations, which
relate to the business of All?State Properties, L.P. The
financial statements do not include any assets,
liabilities, revenues, or expenses attributable to the
partners? individual activities.

II-20

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE

The Company owned a 50% interest in City Planned
Communities (a general partnership) (CPC) and a 36.12%
limited partnership interest in a Tunicom LLC (formerly
known as Unicom Partnership Ltd.)(Note 12). The beneficial
owners of Tunicom LLC were substantially the same as the
beneficial owners of City Planned Communities. Tunicom LLC
acquired land from City Planned Communities and constructed
an adult apartment rental community.

In June, 1995, the partners of CPC agreed to contribute
$13,351,210 in notes, loans and accrued interest to
Tunicom?s capital, and they received a preferred
distribution position. In 2001, through the sale of
substantially all the assets of Tunicom (Note 12), funds
were generated to repay the preferred capital contributions
in full.

The Company discontinued applying the equity method to its
investment in Tunicom LLC (Tunicom) in 1988 when the
investment account was reduced to zero. The Company resumed
applying the equity method in 2001 after its share of the
net income from Tunicom exceeded the share of net losses
that were not recognized in the amount of approximately
$6,000,000.

The Company?s share of Tunicom?s income (loss) was
$(13,438) in 2002, $6,876,756 in 2001 and $150,945 in 2000.

The Company?s equity (deficiency) in the partnership and
the percentage of the equity (deficit) in the partnerships
to the total assets of the Company as of June 30, is as
follows,

CITY TUNICOM
PLANNED PARTNERSHIP
COMMUNITIES LTD.
(NOTE 10) (NOTE 12) COMBINED

2002 $ - $ 309,664 $ 309,664

2002 - 90.00% 90.00%

2001 $ (68,208) $ 323,102 $ 254,894

2001 (10.00%) 49.00% 39.00%

II-21

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE (Continued)

In consideration of cash advances in the amount of
$13,351,210 made and services rendered by certain
individuals to Tunicom, Tunicom agreed to distribute to
these individuals 26.76% (including 5% to the general
partner of the Company) of any of its cash that becomes
available for distribution.

In accordance with the distribution agreements of Tunicom
and CPC, and after the distribution of $13,351,210 was made
in 2001, the Company received a distribution of
approximately $5,800,000 and is presently entitled to
receive 36.12% of future distributions. As a result of
prior years cash advances made to Tunicom by certain
individuals on behalf of the Company, The Company agreed to
give these individuals 3.60% of its share of the 36.12%.

The Company also assigned 10.23% of its share of
distributions from CPC to individuals in consideration of
funds advanced by them to the Company.

NOTE 3 - NOTES RECEIVABLE - PARTNERS

The Company received cash and notes receivable from the
former treasurer and the general partner of the Company as
a result of the exercise of options to acquire shares of
common stock, which were subsequently exchanged for limited
partnership units.

The notes bear interest at 4% per annum and are non-
recourse; however, the Company has a lien on and a security
interest in the units. All cash distributions are to be
applied first to accrued interest, and then as a reduction
of principal until paid in full. The notes and interest
receivable have no maturity dates and are reflected as a
reduction of the equity of the Company.

NOTE 4 - 4% CONVERTIBLE SUBORDINATED DEBENTURES

In August 2000, the debentures and accrued interest were
repaid from the proceeds received from Tunicom LLC?s sale of
its adult rental project. (See Note 13).

II-22

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 5 - INCOME TAXES

The partnership is not subject to income taxes. Instead,
the partners are required to include in their income tax
return their share of the Company?s income or loss as
adjusted to reflect the effects of certain transactions
which are accorded different accounting treatment for
federal income tax purposes. The partnership?s approximate
income (losses) for tax reporting purposes for the years
ended June 30, 2002, 2001 and 2000 was $(85,000),
$6,400,000 and $(190,000), respectively, which approximates
income (losses) of ($0.03), $2.06, and ($0.06) per unit,
respectively, based on 3,118,065 outstanding partnership
units.

NOTE 6 - ACCOUNTS PAYABLE AND OTHER LIABILITIES:

Account payable and other
liabilities at June 30
consist of the following:

2 0 0 2 2 0 0 1

Fees 14,981 4,499
Other 9,192 7,540

$ 24,173 $ 12,039

NOTE 7 - PARTNERS? CAPITAL (DEFICIT)

As of June 30, 2002, there are 103 shareholders holding
9,547 shares of the predecessor corporation that have not
converted their stock certificates into limited partnership
units. The limited partnership, from inception through June
30, 2002, has declared accumulated distributions of $1.25
per each partnership unit outstanding. The partnership
distributions payable represent the Company?s liability if
the stock certificates are converted into partnership
units.

During the year ended June 30, 2002, the Company escheated
accumulated distributions in the amount of $314,451 to the
various states.

The Company did not declare any distributions to its unit
owners during the year June 30, 2002.

NOTE 8 - RESTRUCTURED FINANCING

A note arising from a debt restructure in 1993 including
accrued interest became due on December 31, 2000 and was
paid.

II-23

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 9 ? LEGAL PROCEEDINGS

The limited partnership in which the Company is the
limited partner was named as a defendant in a lawsuit
seeking all damages allowable under the Florida Wrongful
Death Act. A motion to dismiss the limited partnership was
filed and granted by the circuit court judge. Plaintiffs
appealed the order dismissing the limited partnership in
this litigation. In March 2001, the appellate court
affirmed the lower court?s final order of dismissal with
prejudice, which resulted in Wimbledon Development Ltd.
successfully defending against the lawsuit.

NOTE 10 - TUNICOM LLC ? OPERATIONS

On August 16, 2000, Tunicom sold the adult rental
retirement facility, including the real property and
certain tangible and intangible assets, for a purchase
price of $47,159,295. After giving effect to a deposit of
$4,500,000 previously accounted for, the existing mortgage
in the amount of $26,720,254 and various adjustments,
Tunicom received net proceeds of $16,379,732. Tunicom
distributed $16,200,000 to its partners and All-State
Properties, L.P.?s share was approximately $5,800,000,
which was used to pay the Company?s outstanding debentures
and accrued interest in the amount of $2,638,324 and
liabilities in the amount of $769,038.

Total revenue includes additional income in the amount of
$5,150,666 from real estate partnerships resulting from the
realization of a $4,407,944 (All-State Properties? share)
allowance for loss that had been previously deducted
against the investment in Tunicom and the balance from the
adjustment of the Company?s equity in the partnerships.

II-24

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED FINANCIAL STATEMENTS
JUNE 30, 2002
AUDITED

C O N T E N T S

PAGE

Independent Auditor?s Report II-26

Combined Financial Statements:

Balance Sheets II-27

Statements of Operations II-28

Statements of Partners? Capital (Deficit) II-29

Statements of Cash Flows II-30/32

Notes to Financial Statements II-33/37

Supplemental Information:

Explanation of eliminations to combining
financial statements II-38

Combining Balance Sheets II-39/42

Combining Statements of Operations II-43/45

Combining Statements of Partners? Capital
(Deficit) II-46

Combining Statements of Cash Flows II-47/55

Selected Financial Data II-3

II-25

FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766

INDEPENDENT AUDITOR'S REPORT

To The Partners
City Planned Communities and
Tunicom LLC
Lauderhill, Florida

We have audited the accompanying combined balance sheets of City
Planned Communities (liquidated July 1, 2001) and Tunicom LLC
(F.K.A. Unicom Partnership, Ltd. ? Note 8) as of June 30, 2002 and
2001 and the related statements of operations, partners? capital and
cash flows for each of the three years in the period ended June 30,
2002. These financial statements are the responsibility of the
partnership?s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provided a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of
City Planned Communities and Tunicom LLC (F.K.A. Unicom Partnership,
Ltd.) as of June 30, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the
period ended June 30, 2002, in conformity with accounting principles
generally accepted in the United States of America.

We have also previously audited, in accordance with auditing
standards generally accepted in the United States of America, the
combined balance sheets as of June 30, 2000 and 1999, and the
related statements of operations, partners? capital, and cash flows
for the years ended June 30, 2000, 1999, and 1998 (none of which are
presented herein); and we expressed unqualified opinions on those
financial statements. In our opinion, the information set forth in
the selected financial data for each of the five years in the period
ended June, 30 2002, appearing on page II-3, and the explanation of
eliminations to combining financial statements and related combining
balance sheets and statements of operations, partners? capital and
cash flows, appearing on pages II-44 through II-61, are fairly
stated, in all material respects, in relation to the financial
statements from which it has been derived.

September 12, 2002

II-26

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED BALANCE SHEETS
JUNE 30, 2002 AND 2001
AUDITED

A S S E T S
2 0 0 2 2 0 0 1

Property and equipment, at cost
(Notes 1B, 4, 5 and 7) $ - $ -*

Land and development costs (Note 1C) $ 723,410 $ 533,292*

$ 723,410 $ 533,292

Cash 112,719 165,722
Deferred management fees -
related party (Notes 1A ,3 and 7) - 34,103
Prepaid expenses 30,025 30,025*

TOTAL ASSETS $ 866,154 $ 763,142

LIABILITIES AND PARTNERS? CAPITAL (DEFICIT)
LIABILITIES:

Accounts payable and accrued
expenses (Note 2) $ 8,835 $ 5,041

$ 8,835 $ 5,041

COMMITMENTS AND CONTINGENCIES
(Notes 3, 5, and 6) - -

PARTNERS? CAPITAL
(Notes 3 & 5) 857,319 758,101

TOTAL LIABILITIES AND PARTNERS?
CAPITAL $ 866,154 $ 763,142

* Reclassified for comparative purposes.

See accompanying summary of accounting policies and notes to
financial statements.

II-27

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2002, 2001, AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0

REVENUES:

Net sale of assets ?
(Note 7) $ - $ 21,705,571 $ -
Interest and other
income 1,356 50,487 13,832
Lease income ?(Note 5) - - 5,744,412
Forgiveness of interest
(Note 4 and 7) - $ 2,226,737 $ -

$ 1,356 $23,982,795 $ 5,758,244

EXPENSES:

General and adminis-
trative (Note 3) $ 34,933 $ 982,114 $ 1,396,899

Taxes and insurance 6,350 92,046 624,761

$ 41,283 $ 1,074,160 $ 2,021,660

NET INCOME (LOSS) BEFORE
DEPRECIATION, AMORTIZATION
AND INTEREST: $ (39,927) $ 22,908,635 $ 3,736,584

OTHER EXPENSES:

Interest (Note 1D) $ - $ 272,309 $ 2,259,354
Depreciation and
amortization - - 1,057,963

- $ 272,309 $ 3,317,317

NET INCOME (LOSS) $ (39,927) $ 22,636,326 $ 419,267

See accompanying summary of accounting policies and notes to
financial statements.

II-28

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF PARTNERS? CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0

PARTNERS? CAPITAL
(DEFICIT)- Beginning $ 758,101 $ (5,460,970) $ (5,603,863)

Distributions
(Notes 4 & 6B) - (16,417,255) (848,936)

Liquidation of City
Planned Communities$ 136,415 - -

Contributions
(Notes 4 & 6B) 2,730 - 572,562

Net income (Loss) (39,927) 22,636,326 419,267

PARTNERS? CAPITAL
(DEFICIT) - Ending $ 857,319 $ 758,101 $ (5,460,970)

See accompanying summary of accounting policies and notes to
financial statements.

II-29

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS

Cash Flows from Operating
Activities:
Interest received $ 1,356 $ 144,191 $ 1,428
Cash paid - interest - (407,180) (2,319,213)
Cash paid - suppliers,
employees and admini-
strative expenses (34,759) (1,482,450) (2,024,381)
Net sales of property - 43,214,691 5,677,155

Net Cash (Used) Pro-
vided by Operat-
ing Activities $ (33,403) $ 41,469,252 $ 1,334,989

Cash Flows from Investing
Activities:
Capital expenditures -
net $ (19,600) $ - $ (160,480)
Tenant security de-
posits - - (30,508)
Partners' (distribu-
tions)contributions
- net - (16,417,256) (276,374)

Net Cash Provided
(Used) by Invest-
ing Activities $ (19,600) $ (16,417,256) $ (467,362)

Cash Flows from Financ-
ing Activities:
Cash received (paid)
- related party $ - 200,611 $ (554,617)
Cash received (paid)
notes & mortgages - (26,751,910) (174,867)

Net Cash (Used) Pro-
vided by Financing
Activities $ - $ (26,551,299) $ (729,484)

See accompanying summary of accounting policies and notes to
financial statements.

II-30

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ (53,003) $ (1,499,303) $ 138,143
CASH AND CASH EQUIVA-
LENTS-BEGINNING OF
YEAR 165,722 1,665,025 1,526,882
CASH AND CASH EQUIVA-
LENTS-END OF YEAR $ 112,719 $ 165,722 $ 1,665,025

See accompanying summary of accounting policies and notes to
financial statements.

II-31

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

2 0 0 2 2 0 0 1 2 0 0 0

Reconciliation of net
income to net cash
provided (used)by
operating activities:

Net income (Loss) $ (39,927) $ 22,636,326 $ 419,267

Adjustments to reconcile
net income (Loss) to net
cash provided (used) by
operating activities:

Decrease in property,
plant & equipment $ - $ 24,496,319 $ -
Depreciation and
amortization - - 1,057,963
Increase (decrease)
in accrued interest
notes payable - (134,871) (59,858)
(Increase) decrease in
prepaid expense - 159,596 1,509
Decrease (increase) in
other assets and ac-
counts receivable 2,730 - 60,314
(Decrease) increase in
accounts payable and
accrued expenses 3,794 (1,165,326) (144,206)
(Increase) decrease in
deferred management fee - 597,440 -
Decrease in deferred
profit - (2,987,200) -
Decrease in un-
amortized interest - (2,212,612) -
Decrease notes re-
ceivables - 79,579 -

Total Adjustments $ 6,524 $ 18,832,925 $ 915,722

NET CASH (USED) PROVIDED
BY OPERATING ACTIVI-
TIES $ (33,403) $ 41,469,251 $ 1,334,989

NON-CASH INVESTING AND
FINANCING ACTIVITIES:

Land and development costs $ (170,518) - -
Deferred management fees-
Related party $ 34,103 - -
Partners? capital $ 136,415 - -

See accompanying summary of accounting policies and notes to
financial statements.
II-32

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization, Operations and Principles of Combination

1. City Planned Communities (Hereafter CPC)

The Partnership was formed in 1968 and was engaged
in the business of land sales in Broward County,
Florida. The two fifty percent partners of CPC were
All-State Properties L.P. (a limited partnership)
and NLI Partners, Ltd. (a limited partnership). The
partnership was liquidated on July 1, 2001.

2. Tunicom LLC (Hereafter Tunicom)

The limited liability corporation (formerly known as
Unicom Partnership, Ltd.) was formed on October 27,
1986 to acquire land from CPC for the purpose of
constructing and operating a 324 unit rental project
in Broward County, Florida, which operated as an
adult apartment rental complex (AARC). Effective
July, 1997, Tunicom leased its property and in
August 2000 the rental property was sold (Note 6).

3. Basis for Combination

All-State Properties L.P. and entities under common
control with the partners of NLI Partners, Ltd. have
a 93% limited partnership interest in Tunicom.
Accordingly, the beneficial owners of Tunicom are
substantially the same as those of CPC. Therefore,
the financial statements of CPC and Tunicom are
being presented on a combined basis to offer a more
complete presentation of the related entities. All
intercompany transactions have been eliminated in
combination.

In 1987, Tunicom purchased 78 acres of land from
CPC. Due to the related ownership and control of the
two entities and in accordance with prescribed
accounting standards, CPC deferred the gross profit
of approximately $3,158,000 from this sale and a
related management fee expense of $631,000. In 2001
when substantially all the property was sold, CPC
recognized deferred income of $2,987,000 and a
management fee of $597,000. The balance of the
deferred revenue of approximately $170,000 and the
related management fee expense of $34,000 were
eliminated upon liquidation of CPC in July 2001 and
assumed by the partners.

II-33

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

A. Organization, Operations and Principles of Combination
(Continued)

4. Cash and Cash Equivalents

For purposes of the statements of cash flows, the
Company considers all unrestricted cash with
maturities of three months or less to be cash
equivalents. Bank Repurchase Agreements totaling
$78,982 and $1,584,666 were included in cash as of
June 30, 2001 and 2000, respectively.

5. Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting
principles 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. Actual
results could differ from those estimates.

B. Property and Equipment (Note 6)

1. The building that was sold in August 2000 was
depreciated using the straight-line method over an
estimated useful life of 40 years for financial
statement purposes, whereas the modified accelerated
cost recovery system (MACRS) method over 27-1/2
years was used for tax presentation. Since the
company is a partnership, income or losses are
reported by the partners. Accordingly, no tax effect
resulted from the temporary differences.

2. Furniture and equipment that were sold in August
2000 were depreciated using MACRS for both tax and
financial statement presentation. Differences
between this method and other accelerated
depreciation methods were not material.

3. China, glassware, silverware and utensils that were
sold in August 2000 were represented by a base
inventory. Additional acquisitions were expensed
when purchased. The base inventory changed if
material variances occurred.

C. Land and Development Cost

Land is recorded at cost and includes costs capitalized
in connection with the development of real estate.
II-34

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

D. Interest

During the years ended June 30, 2001 and 2000, total
interest incurred of $272,309, $2,259,354, respectively was
charged to operations.

E. Income Tax Reporting

For income tax purposes, CPC reports on the cash basis of
accounting while Tunicom reports on the accrual basis.
Both utilize the accrual basis of accounting for financial
reporting purposes. No provision is made in the financial
statements for income taxes since such taxes are the
responsibility of the partners and not the partnerships.

F. Partnership and Limited Liability Corporation

The accompanying combined financial statements includes
only those assets, liabilities and results of operations,
which relates to the businesses of City Planned
Communities, a Partnership, and Tunicom LLC, a limited
liability corporation. The financial statements do not
include any assets, liabilities, revenues, or expenses
attributable to the partners? and members? individual
activities.

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued
expenses at June 30, 2002 and
2001 consist of the following:

2 0 0 2 2 0 0 1

Accounts payable $ 2,723 $ 1,641
Real estate taxes 5,500 3,400
$ 8,223 $ 5,041

NOTE 3 - TRANSACTIONS WITH RELATED PARTIES

Management Agreements

The operations of Tunicom?s adult apartment rental
complex was managed by an individual who is the general
partner of All-State Properties L.P. The agreement with
the individual?s management company called for an
assignment of a 5% interest of all available cash flows
for services rendered. The agreement was terminated when
the facility was sold in August 2000. (See Note 5A)

II-35

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 4 - MORTGAGE LOAN PAYABLE

The mortgage, bearing interest at 8% per annum was insured
by the Department of Housing and Urban Development (HUD)
and was payable in monthly installments of $198,051. As a
result of the mortgage modification in 1985, $2,498,809 in
accrued interest was forgiven. This amount was recorded as
a deferred interest adjustment and was being amortized
over the remaining term of the mortgage. The unamortized
balance of the interest forgiveness was recognized in full
upon sale of the property. (See Note 8)

NOTE 5 - COMMITMENTS AND CONTINGENCIES

A. Management Contract (See Note 3)

On July 1, 1997, the tenant of the facility appointed a
management company that is owned by a partner of the
Partnership. The management company was paid a fee equal
to 4% of the monthly revenue. The management agreement was
terminated upon sale of the rental property in August
2000.

B. Distributions

Presently, the cash flow that becomes available for
distribution will be distributed as follows:

3.49% to the non-partner distributees

As to the partners:
1.00% to F. Trace, Inc. the former general
partner of Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given
to certain individuals who made cash
advances to Tunicom on behalf of the
the Company)

100.00%

II-36

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

B. Lease Agreement

On July 1, 1997, the Partnership entered into an agreement
with an intended purchaser who leased the facility for a
three-year period after which time the purchaser was able
to purchase the property or cancel the option and forfeit
their deposit. The agreement called for the tenant to pay
the Partnership a base rent equal to the monthly principal
and interest on the outstanding HUD financing plus the
amounts necessary for payment of the various escrows
related to the HUD financing. The tenant retained $812,712,
$1,175,000 and $1,275,000, respectively, during the three
year period, and the Partnership was paid all other
remaining revenue from the facility that exceeded a certain
threshold.

On March 10, 2000 the intended purchaser assigned its
interest, rights and option to purchase the property to an
unrelated company. The Assignee purchased the property on
August 16, 2000 (Note 8).

NOTE 6 - PENSION PLAN

During year ended June 30, 1995, Tunicom Partnership
implemented a 401-K pension plan. Employees were eligible
to participate in the plan if they have been employed by
the Partnership for one year, work at least 20 hours per
week, work a total of at least 1000 hours per year and were
at least 21 years of age. The employer did not make a
matching contribution.

NOTE 7 ? SALE OF THE ADULT RENTAL RETIREMENT FACILITY

In connection with the sale of the adult rental retirement
facility which closed on August 16, 2000, Tunicom LLC
(?Tunicom?) (a limited liability corporation), was formed
on August 14, 2000 as the successor to Unicom Partnership,
Ltd. (?Unicom?). Tunicom succeeded to all of the assets
and the liabilities of Unicom.

On August 16, 2000, Tunicom sold the adult rental
retirement facility, including the real property and
certain tangible and intangible assets, for a purchase
price of $47,159,295. After giving effect to the deposit
of $4,500,000 previously accounted for, the existing
mortgage in the amount of $26,720,254 and various
adjustments, Tunicom LLC received net proceeds of
$16,379,732. Tunicom distributed $16,200,000 to its
partners and All-State Properties, L.P.?s share was
approximately $5,800,000.

II-37

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
EXPLANATION OF ELIMINATIONS TO COMBINING FINANCIAL STATEMENTS
JUNE 30, 2002, 2001 AND 2000
AUDITED

The combining financial statements for City Planned Communities
(CPC) (liquidated July 1, 2001) and Tunicom LLC, (Tunicom) are
presented as supplemental information to the combined financial
statements. All significant transactions between CPC and Tunicom
have been eliminated. Descriptions of the eliminations are as
follows:

(a) Cost of land purchased by Tunicom from CPC in 1987 has been
adjusted to reflect the carrying value of property, computed as
follows:

Land cost $ 250,578
Land development cost 571,704
Closing cost 20,000

Carrying value of property $ 842,282
Selling price (4,000,000)

Adjustment to land and construction in
progress and deferred profit $ (3,157,718)
Amount realized on sale of property
in 2001 2,987,200
$ (170,518)

II-38

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS
JUNE 30, 2002
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET

ASSETS

Property and equip-
ment, at cost:
Land and develop-
costs $ - $ 723,410 $ - $ 723,410

$ - $ 723,410 $ - $ 723,410

Cash - 112,719 - 112,719
Deferred management
fees - related
party - - - -
Other assets - 30,025 - 30,025

TOTAL ASSETS $ - $ 866,154 $ - $ 866,154

See accompanying summary of accounting policies and notes to
financial statements.

II-39

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 2002
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET

LIABILITIES AND PARTNERS? CAPITAL

LIABILITIES:

Accounts payable
and accrued
expenses $ - $ 8,835 $ - $ 8,835
Tenant security
deposits - - - -
Deferred profit - - - -

$ - $ 8,835 $ - $ 8,835
COMMITMENTS AND
CONTINGENCIES - - - -

PARTNERS? CAPITAL
- 857,319 - 857,319

TOTAL LIABILITIES
AND PARTNERS?
CAPITAL $ - $ 866,154 $ - $ 866,154

See accompanying summary of accounting policies and notes to
financial statements.

II-40

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS
JUNE 30, 2001
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET

ASSETS

Property and equip-
ment at cost:
Land and develop-
ment costs $ - $ 703,810 $ (170,518)(a) $ 533,292*

$ - $ 703,810 $ (170,518) $ 533,292

Cash - 165,722 - 165,722
Deferred management
fees - related
party 34,103 - - 34,103
Other assets - 30,025 - 30,025*

TOTAL ASSETS $ 34,103 $ 899,557 $ (170,518) $ 763,142

* Reclassified for comparative purposes.

See accompanying summary of accounting policies and notes to
financial statements.

II-41

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 2001
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET

LIABILITIES AND PARTNERS? CAPITAL (DEFICIT)

LIABILITIES:

Accounts payable
and accrued
expenses $ - $ 5,041 $ - $ 5,041
Tenant security
deposits - - - -
Deferred profit 170,518 - (170,518) -

$ 170,518 $ 5,041 $ (170,518) $ 5,041
COMMITMENTS AND
CONTINGENCIES - - - -

PARTNERS? CAPITAL
(DEFICIT) (136,415) 894,516 - 758,101

TOTAL LIABILITIES
AND PARTNERS?
CAPITAL (DEFICIT) $ 34,103 $ 899,557 $ (170,518) $ 763,142

See accompanying summary of accounting policies and notes to
financial statements.

II-42

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 2002
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS OPERATIONS

REVENUES:

Interest and
other income $ - $ 1,129 $ - $ 1,129

$ - $ 1,129 $ - $ 1,129
EXPENSES:

General and
administrative $ - $ 34,933 $ - $ 34,933
Taxes and
insurance - 6,350 - 6,350

$ - $ 41,283 $ - $ 41,283

NET INCOME (LOSS)
BEFORE DEPRECIATION,
AMORTIZATION AND
INTEREST $ - $ (40,154) $ - $ (40,154)

NET(LOSS)INCOME $ - $ (40,154) $ - $ (40,154)

See accompanying summary of accounting policies and notes to
financial statements.

II-43

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 2001
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS OPERATIONS

REVENUES:

Net sale assets $ 16,134 $ 17,505,001 $ 2,987,200 $ 20,508,335
Interest and
other income 1,758 48,729 - 50,487
Forgiveness of
Interest - 2,226,737 - 2,226,737

Deferred profit
on sale of land 2,987,200 - (2,987,200) -

$ 3,005,092 $ 19,780,467 $ - $ 22,785,559

EXPENSES:

General and
administrative $ 604,640 $ 377,474 $ - $ 982,114
Taxes and
insurance - 92,046 - 92,046

$ 604,640 $ 469,520 $ - $ 1,074,160

NET INCOME BEFORE
DEPRECIATION,
AMORTIZATION AND
INTEREST $ 2,400,452 $ 19,310,947 $ - $21,711,399

OTHER EXPENSES:

Interest $ - $ 272,309 $ - $ 272,309

NET (L0SS) INCOME $ 2,400,452 $ 19,038,638 $ - $ 21,439,090

See accompanying summary of accounting policies and notes to
financial statements.

II-44

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 2000
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS OPERATIONS

REVENUES:

Interest and
other income $ 12,404 $ 1,428 $ - $ 13,832
Lease income - 5,744,412 - 5,744,412

$ 12,404 $ 5,745,840 $ - $ 5,758,244

EXPENSES:

General and admini-
strative (1,730) 1,398,629 - 1,398,899
Taxes and in-
surance - 624,761 - 624,761

$ (1,730) $ 2,023,390 $ - $ 2,021,660

NET INCOME BEFORE
DEPRECIATION,
AMORTIZATION AND
INTEREST $ 14,134 $ 3,722,450 $ - $ 3,736,584

OTHER EXPENSES:

Interest $ 12,767 $ 2,246,587 $ - $ 2,259,354
Depreciation and
amortization - 1,057,963 - 1,057,963

$ 12,767 $ 3,304,550 $ - $ 3,317,317

NET INCOME $ 1,367 $ 417,900 $ - $ 419,267

See accompanying summary of accounting policies and notes to
financial statements.

II-45

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF PARTNERS? CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AUDITED

COMBINED
STATEMENT
CITY TUNICOM LLC OF PARTNERS'
PLANNED CAPITAL
COMMUNITIES ELIMINATIONS (DEFICIT)

PARTNERS?
CAPITAL
(DEFICIT) -
June 30,
1999 $ (2,893,540) $ (2,710,323) $ - $ (5,603,863)
Net Income
(Loss) -
2000 1,367 417,900 - 419,267
Distribution - (848,936) - (848,936)
Contribution 572,562 - - 572,562
PARTNERS'
CAPITAL
(DEFICIT) -
June 30,
2000 $ (2,319,611) $ (3,141,359) $ - $ (5,460,970)
Net Income
(Loss)2001 2,400,452 20,235,875 - 22,636,327
Distribution (217,256) (16,200,000) - (16,417,256)
PARTNERS?
CAPITAL
(DEFICIT)-
June 30,
2001 $ (136,415) $ 894,516 $ - $ 758,101
Net income
(Loss) -
2002 - (39,927) - (39,927)
Liquidation 136,415 - - 136,415
Contribution - 2,730 - 2,730
PARTNERS'
CAPITAL -
June 30,
2002 $ - $ 857,319 $ - $ 857,319

See accompanying summary of accounting policies and notes to
financial statements.

II-46

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 2002
AUDITED

COMBINED
CITY TUNICOM LLC STATEMENT
PLANNED OF
COMMUNITIES ELIMINATIONS CASH FLOWS

INCREASE (DECREASE) IN
CASH AND CASH EQUIVA-
LENTS

Cash Flows from Opera-
ing Activities:
Interest received $ - $ 1,356 $ - $ 1,356
Cash paid - suppliers,
employees and admini-
strative expenses - (28,409) - (28,409)

Cash paid ? taxes and
insurance - (6,350) - (6,350)

Net Cash (Used)
Provided by Operating
Activities: $ - $ (33,403) $ - $ (33,403)

Cash Flows from Invest-
ing Activities:
Partner distribution $ - $ - $ - $ -
Capital expenditures - (19,600) - (19,600)

Net Cash (Used)
Provided by
Investing
Activities $ - $ (19,600) $ - $ (19,600)

See accompanying summary of accounting policies and notes to
financial statements.

II-47

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2002
AUDITED

COMBINED
CITY TUNICOM LLC STATEMENT
PLANNED OF
COMMUNITIES ELIMINATIONS CASH
FLOWS

NET (DECREASE) INCREASE
IN CASH AND CASH
EQUIVALENTS $ - $ (53,003) $ - $ (53,003)
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR - 165,722 - 165,722
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ - $ 112,719 $ - $ 112,719

See accompanying summary of accounting policies and notes to
financial statements.

II-48

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2002
AUDITED

COMBINED
CITY TUNICOM LLC STATEMENT
PLANNED OF
COMMUNITIES ELIMINATIONS CASH FLOWS

Reconciliation of net
profit (Loss) to net
cash provided (used)
by operating activi-
ties:

Net income $ - $ (39,927) $ - $ (39,927)

Adjustments to recon-
cile to net cash provided
(used) by operating
activities:

(Decrease) (Increase)
in accounts payable
and accrued expenses $ - $ 6,524 $ - $ 6,524

Total Adjust-
ments $ - $ 6,524 $ - $ 6,524

NET CASH PROVIDED
(USED) BY OPERATING
ACTIVITIES $ - $ (33,403) $ - $ (33,403)

See accompanying summary of accounting policies and notes to
financial statements.

II-49

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 2001
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATONS CASH FLOWS

INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS

Cash Flows from
Operating Activi-
ties:
Interest received $ 81,337 $ 62,854 $ - $ 144,191
Cash paid - interest - (407,180) - (407,180)
Cash paid - suppliers,
employees and admini-
strative expenses (35,724) (1,446,726) - (1,482,450)
Net sale of property 25,800 43,188,890 - 43,214,690

Net Cash (Used)
Provided by Opera-
ting Activities $ 71,413 $ 41,397,838 $ - $ 41,469,251

Cash Flows from Invest-
ing Activities:
Partner distribution $(217,256) $(16,200,000) - $ (16,417,256)

Net Cash (Used) Provided
by Investing Acti-
vities $ (217,256)$ (16,200,000) $ - $ (16,417,256)

Cash Flows from Fi-
nancing Activities:
Cash received
(paid) - related
party $ 145,537 $ 55,074 $ - $ 200,611
Cash (paid)
received -
notes and
mortgages - (26,751,910) - (26,751,910)

Net Cash Provided
(Used) by Financ-
ing Activities $ 145,537 $ (26,696,836) $ - $ (26,551,299)

See accompanying summary of accounting policies and notes to
financial statements.

II-50

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2001
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATONS CASH FLOWS

NET (DECREASE) INCREASE
IN CASH AND CASH
EQUIVALENTS $ (306) $ (1,498,997) $ - $ (1,499,303)
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR 306 1,664,719 - 1,665,025
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ - $ 165,722 $ - $ 165,722

See accompanying summary of accounting policies and notes to
financial statements.

II-51

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2001
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATONS CASH FLOWS

Reconciliation of net
profit (Loss) to net
cash provided (used)
by operating activities:

Net income $ 2,400,452 $ 20,235,874 $ - $22,636,326

Adjustments to recon-
cile to net income (used)
by operating activities:

Decrease in Property,
Plant & Equipment $ 9,666 $ 24,486,653 $ - $ 24,496,319
Decrease in deferred
Management fees 597,440 - - 597,440
Decrease in deferred
profit (2,987,200) - - (2,987,200)
Decrease in un-
amortized interest - (2,212,612) - (2,212,612)
Decrease in accounts
expenses (35,410) (1,129,916) - (1,165,326)
Decrease of notes
receivable 79,579 - - 79,579
Decrease in prepaid
expenses 6,886 152,710 - 159,596
Decrease in notes
payable - (134,871) - (134,871)

Total Adjustments $ 2,329,039 $ 21,161,964 $ - $ 18,832,925

NET CASH PROVIDED (USED)
BY OPERATING ACTIVI-
TIES $ 71,413 $ 41,397,838 $ - $ 41,469,251

See accompanying summary of accounting policies and notes to
financial statements.

II-52

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 2000
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED ELIMI- STATEMENT OF
COMMUNITIES NATIONS CASH FLOWS

INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS

Cash Flows from Operating
Activities:
Interest received $ - $ 1,428 $ - $ 1,428
Cash paid ? interest (100,619) (2,218,594) - (2,319,213)
Cash paid - suppliers,
employees and admini-
strative expenses - (2,024,381) - (2,024,381)
Lease income - 5,677,155 - 5,677,155
Net Cash (Used)
Provided by Oper-
ating Activities $ (100,619)$ 1,435,608 $ - $ 1,334,989

Cash Flows from Invest-
ing Activities:
Capital expenditures-
net $ - $ (160,480) $ - $ (160,480)
Escrow funding - - - -
Tenant security
deposits - net - (30,508) - (30,508)
Partner contribution
(distribution) (Net) 572,562 (848,936) - (276,374)

Net Cash (Used) by
Investing Acti-
vities $ 572,562 $ (1,039,924) $ - $ (467,362)

Cash Flows from Financ-
ing Activities:
Cash received (paid)
- related party $ (471,943)$ (82,674) $ - $ (554,617)
Cash (paid) received -
notes and mortgages - (174,867) - (174,867)

Net Cash Provided
(Used) by Financ-
ing Activities $ (471,943)$ (257,541) $ - $ (729,484)

See accompanying summary of accounting policies and notes to
financial statements.

II-53

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 2000
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED ELIMI- STATEMENT OF
COMMUNITIES NATIONS CASH FLOWS

NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ - $ 138,143 $ - $ 138,143
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR 306 1,526,576 - 1,526,882
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ 306 $ 1,664,719 $ - $ 1,665,025

See accompanying summary of accounting policies and notes to
financial statements.

II-54

CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2000
AUDITED

CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS CASH FLOWS

Reconciliation
of net profit
(Loss) to net
cash provided
(Used) by
operating acti-
vities:

Net income
(Loss) $ 1,367 $ 417,900 $ - $ 419,267

Adjustments to
reconcile net
income (Loss)
to net cash prov-
ided (Used) by
operating activ-
ities:

Depreciation and
amortization $ - $ 1,057,963 $ - $ 1,057,963
(Decrease) in
interest pay-
able (87,851) 27,993 - (59,858)
(Increase) in pre-
paid expenses - 1,509 - 1,509
(Increase) in
other assets and
accounts receiv-
able (12,405) 72,719 - 60,314
Increase in accounts
payable and accrued
expenses (1,730) (142,476) - (144,206)

Total Adjust-
ments $ (101,986) $ 1,017,708 $ - $ 915,722

NET CASH PROVIDED
(USED) BY OPERA-
TING ACTIVITIES $ (100,619) $ 1,435,608 $ - $ 1,334,989

See accompanying summary of accounting policies and notes to
financial statements.

II-55

ITEM 8. SUPPLEMENTARY DATA

(a) Selected quarterly financial disclosure date.

Not required.

(b) Information on the effects of changing prices.

Not applicable.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable

II-56

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The following information is provided with respect to each
general partner and officer of Registrant.

BUSINESS EXPERIENCE DURING
NAME AGE PAST FIVE YEARS

Stanley R. Rosenthal 73 General Partner;
President and Chief
Executive Officer of
predecessor All-State
Properties, Inc. since
1971

Managing Partner of
Tunicom LLC.
since 1989

President of SRR Consulting
Corp. and President of SRR
Management Corp. since July,
1997

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth aggregate cash compensation
paid or accrued by the Registrant to the General Partner during the
twelve months ended June 30, 2002.

NAME OF INDIVIDUAL OR REGISTRANT?S SHARE
NUMBER OF PERSONS CAPACITIES OF CASH
IN GROUP IN WHICH SERVED COMPENSATION

Stanley R. Rosenthal General Partner $ -0-

All officers as a group (1 person) $ -0-

Prior to the sale of the property in August 2000, effective
August 1, 1995 with HUD approval, Tunicom LLC. began to self manage
its retirement community. (See Item 1(b)(1)(i)(a)). A management fee
of 4% of total income is being paid to the partners assuming
managerial responsibility. The General Partner of the Registrant
(Stanley R. Rosenthal) has been functioning as Managing Partner of
Tunicom and is retaining that responsibility, as well as management of
the facility.

Registrant?s share of Mr. Rosenthal?s portion of the
management fee is approximately $90,000 per year.

III-1

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth as of June 30, 2002
information concerning: (i) all the persons who are known to the
Registrant to be the beneficial owners of more than 5% of the units of
limited partnership interest; and (ii) the beneficial ownership of
limited partnership units by the General Partner.

AMOUNT
BENEFICIALLY PERCENTAGE
TITLE OF CLASS NAME & ADDRESS OWNED OF CLASS

Limited J.W. Sopher
Partnership 425 E. 61 Street
Units New York, N.Y. 165,000 (1) 5.3%

Limited Stanley R. Rosenthal
Partnership c/o All-State
Units Properties L.P.
P.O. Box 5524
Ft. Lauderdale, FL 156,474 5.0%

(1) Included 48,000 units owned directly and 117,000 units
owned beneficially (67,000 units owned by a pension trust and 50,000
units owned by a corporation in which Mr. Sopher holds a 50% interest
and in which Mr. Sopher holds shared voting and dispositive powers).

III-2

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In consideration of cash advances made and services rendered
by certain individuals to Tunicom, Tunicom agreed to distribute 26.76%
(including 5% to the general partner of the Company) of any of its
cash that becomes available for distribution to those individuals. The
balance of any cash that becomes available for distribution up to
$13,351,210 will be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 is disbursed, remaining cash
will be distributed 26.76% to the aforementioned individuals and the
remainder as follows:

1.34% to F. Trace, Inc., the former general partner of Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances on
behalf of the Company
45.73% to the Company

100.00%

Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of Tunicom, with
the 3.49% remaining as non-partner distributees. Restating the above
to reflect the admission of the aforesaid individuals as limited
partners, the cash flow available for distribution after the payment
of the $13,351,210 will be distributed as follows:

3.49% to the non-partner distributees

As to the partners:
1.00% to F. Trace, Inc., the former general partner of Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain indivi-
duals who made cash advances to Tunicom on behalf of the
Company)

100.00%

The amount of the distribution to be received by the Company
is the same under both of the above calculations.

In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals for funds
advanced by them to CPC. Certain individuals advanced funds to the
Company. In consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it from CPC,
after deducting the amounts necessary to repay the funds advanced by
them.

III-3

PART IV

ITEM 14. EXHIBITS FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K

PAGE
(a) 1. Financial Statements included in Part II
of this report:

FINANCIAL STATEMENTS:

Registrant:
Balance Sheets as of June 30, 2002 and 2001 II-14

Statements of Operations for the years ended
June 30, 2002, 2001, and 2000 II-15

Statements of Changes in Partners' Capital
(Deficit) for the years ended June 30, 2002,
2001 and 2000 II-16

Statements of Cash Flows for the years ended
June 30, 2002, 2001 and 2000 II-17/18

Notes to Financial Statements for the years
ended June 30, 2002, 2001 and 2000 II-19/29

Combined Financial Statements of City Planned
Communities (a partnership) and Tunicom
Partnership Ltd. (a limited partnership) for
the years ended June 30, 2002, 2001 and 2000 II-32/61

All other schedules are omitted, as the required information is not
applicable or the information is presented in the financial statements
or related notes.

IV-1

(b) (1) REPORTS ON FORM 8-K
PAGE NO. OR INCORPORATION
(C) EXHIBITS BY REFERENCE

(3) Limited Partnership Incorporated by reference
Agreement, All-State to the Registration
Properties L.P. Statement of Registrant
No. 2-90988
(4) (ii) Instruments
Defining Rights of
Security Holders,
included Debentures:

4% Convertible Sub- Incorporated by reference
ordinated Debenture, to Form 10-K for the year
due 1989 ended June 30, 1985

(10)(iii) (A) Material
Contracts:

a. Stock Purchase Incorporated by reference
agreement dated to the Registration
April 18, 1984 Statement of Registrant
between All-State No. 2-90988
Properties, Inc.
and Security
Management Corp.

b. Loan Agreement Incorporated by reference
between All-State to Form 10-K for the
Properties, L.P. and year ended June 30, 1987
City Nat'l Bank of
Florida dated April
20, 1987 - $2,400,000

c. Tunicom Partnership Incorporated by reference
Ltd. Limited Partner- to Form 10-K for the
ship Agreement dated year ended June 30, 1987
September 23, 1986

d. Loan Agreement Incorporated by reference
between Tunicom Partner- to Form 10-K for the year
ship Ltd. and Puller ended June 30, 1987
Mortgage Associates,
Inc. dated 4/23/87 -
$27,749,100

e. Management Contract Incorporated by reference
between Tunicom Partner- to Form 10-K for the year
ship Ltd. and Basic ended June 30, 1987
American Medical Inc.
dated Sept. 29, 1986

IV-2

f. Contract of Sale Incorporated by reference
between CPC and to Form 8-K dated
Centex Real Estate July 7, 1989
Corporation dated
May 2, 1989

g. Management Contract Incorporated by reference
between Tunicom Partner- to Form 10-K for the year
ship Ltd. and Senior ended June 30, 1989
Lifestyle Corporation
dated 7/1/89

h. Settlement Agreement Incorporated by reference
between CPC and MFM Group to Form 10-K for the year
dated March 28, 1990 ended June 30, 1990

i. Settlement Agreement Incorporated by reference
between Tunicom and MFM to Form 10-K for the year
Group dated March 28, 1990 ended June 30, 1990.

j. Amendment to Management Incorporated by reference
Contract between Tunicom and to Form 10-K for the year
Senior Lifestyle Corporation ended June 30, 1992
dated as of Jan. 1, 1992

k. Management Agreement Incorporated by reference
between Tunicom and Stanley to Form 10-K for the year
R. Rosenthal, Managing ended June 30, 1995
Partner of Owner dated
August 1, 1995

l. Employment Agreement Incorporated by reference
between Tunicom and Stanley to Form 10-K for the year
R. Rosenthal, effective ended June 30, 1995
August 1, 1995

m. Lease and option to pur- Incorporated by reference
chase agreements between to Form 8-K dated October
Tunicom and CareMatrix 10, 1997
Corporation effective
as of July 1, 1997

n. Disposition of assets in Incorporated by reference
accordance with Option to Form 8-K dated August
Agreement on August 16, 2000 16, 2000

(11) Exhibits indicating computa- IV-5
tion of earnings per unit for
the years ended June 30, 2001,
2000 and 1999.

IV-3

(22) Subsidiaries of the Registrant:

State of
Incorporation
Name or Organization Ownership

Wimbledon Develop- Florida 99%
ment Ltd.

(d) NONE

Signature Page IV-6

IV-4

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT
YEARS ENDED JUNE 30, 2002, 2001 AND 2000

2 0 0 2 2 0 0 1 2 0 0 0
Computation of pri-
mary earnings per
unit:

Units issued 3,118,065 3,118,065 3,118,065

3,118,065 3,118,065 3,118,065

Net Income (Loss)
Before Extraordinary
Items $ (85,154) $ 6,843,331 $ (174,197)

Computation of Fully
diluted income (Loss)
per unit Before Extra-
ordinary Items $ (0.03) $ 2.19 $ (0.05)

Net Income (Loss)
After Extraordinary
Items $ (85,154) $ 6,843,311 $ (174,197)

Computation of Fully
diluted income (Loss)
per unit after Extra-
ordinary Items $ (0.03) $ 2.19 $ (0.05)

(A) Weighted average number of units outstanding

See notes to financial statements.
IV-5

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.

ALL-STATE PROPERTIES L.P.

By:
STANLEY R. ROSENTHAL
General Partner

Date: September 12, 2002

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacity and on the date
indicated.

General Partner September 12, 2002
STANLEY R. ROSENTHAL (Chief Executive Officer) DATE

IV-6