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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, 2004 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)
ALL-STATE PROPERTIES L.P.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JUNE 30, 2004
I N D E X
PART 1
PAGE
ITEM 1. Business I-3
ITEM 2. Properties I-4
ITEM 3. Legal Proceedings I-4
ITEM 4. Submission of Matters to a Vote of Security
Holders I-4
PART II
ITEM 5. Market for Registrant?s Common Equity II-1
ITEM 6. Selected Financial Data II-2/3
ITEM 7. Management?s Discussion and Analysis of
Financial Condition and Results of
Operations II-4
ITEM 7A Quantitative and Qualitative Disclosure
About Market Risk II-5
ITEM 8. Financial Statements and Supplementary Data II-6/26
ITEM 9. Change in a Disagreements with Accountants on
Accounting and Financial Disclosure III-1
ITEM 9A Controls and Procedures III-1
PART III
Item 10. Directors and Executive Officers of the
Registrant III-1
ITEM 11. Executive Compensation III-2
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters III-2
ITEM 13. Certain Relationships and Related Transactions III-2
ITEM 14. Principal Accountant Fees and Services III-3
I-2 (1 of 2)
ALL-STATE PROPERTIES L.P.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JUNE 30, 2004
I N D E X
PART IV
ITEM 15. Exhibits, Financial Statement Schedule and
Reports on Form 8-K IV-1/4
Signatures IV-5
Certifications IV-6/8
I-2 (2 of 2)
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 which was sold in August 2000. (See Item
1(b)(1)(i).)
(ii) Through Tunicom, Registrant is currently in
negotiations to sell its remaining five acres of commercial and
residential land. (See Item 1 (b)(l)(i) and Note 8 to financial
statements.)
(b)(1) NARRATIVE DESCRIPTION OF BUSINESS
(i) Adult Rental Apartment Project
Tunicom L.L.C. (?Tunicom?) sold a 324-unit rental adult
retirement community known as Forest Trace in August 2000 and retained
approximately five acres for sale of a site for an assisted living
facility. This represents Tunicom?s sole remaining asset. After the sale
of Forest Trace, Tunicom negotiated with the buyer of Forest Trace for
the sale of the five-acre parcel at a purchase price of $1,000,000. When
the buyer of Forest Trace advised Tunicom that it had no interest in
acquiring the five-acre parcel, Tunicom sought an alternate purchaser.
Tunicom had entered into an agreement of purchase and sale
to sell the property for a price of $1,700,000. Closing the transaction
at that price, however, was contingent upon seller obtaining at its cost
all governmental approvals required before a building permit can be
issued and the availability of financing acceptable to buyer. Partners
of Tunicom (with All-State Properties L.P. and its general partner
abstaining) representing a majority interest in Tunicom voted to approve
the transaction and the payment at closing of a fee in the amount of
$250,000, to All-State Properties L.P.?s general partner for
I-3 (1 of 2)
accomplishing the obtaining of all of the necessary approvals,
governmental and otherwise, required under the agreement of purchase and
sale and for assisting the buyer in securing the required financing. The
general partner of All-State Properties L.P. is the president of the
manager of Tunicom. The contract did not close during the year.
However, Tunicom is currently in negotiations with new prospective
purchasers to sell the property for a price of $1,800,000. Tunicom
signed a Letter of Intent on June 21, 2004 and subsequently received a
deposit of $10,000 from the prospective purchasers. The same fee at
closing mentioned above will be applicable.
I-3 (2 of 2)
(b)(1) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)
(ii) Registrant has no plans for any new products.
(iii) Registrant holds no patents, trademarks, etc.
(iv) No part of Registrant?s business is subject to
significant seasonal variation.
(v) Registrant?s only present source of working
capital is the cash distributions made to it by Tunicom.
(vi) No portion of Registrant?s business involved
government contracts.
(vii) Registrant incurs no research and development
expenses.
(viii) Registrant employs no employees.
(c) Tunicom had no foreign operations or export sales.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. 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.
I-4
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,
2004. The Company has no knowledge of other transactions. Therefore, no
bid and asked prices could be ascertained.
(b) As of June 30 2004, there were 1,328 holders of
record of 3,117,424 limited partnership interests. In addition, 641
units have not been 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.
(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 4 2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 0
REVENUE:
Equity in net earnings
(Loss) of real estate
partnerships $ (20,643) $ (10,082) $ (13,438) $ 6,872,555 $ 683
Other income - 5,594 7,624 59,564 6,082
Total $ (20,643) $ (4,488) $ (5,814) $ 6,932,119 $ 6,765
Income (Loss) before
Extraordinary Items $ (69,206) $ (56,121) $ (85,154) $ 6,843,331 $ (174,197)
Net Income (Loss) $ (69,206) $ (56,121) $ (85,154) $ 6,843,331 $ (174,197)
Per Share/Unit -
fully diluted:
Net income (Loss) be-
fore Extraordinary Items $ (0.02) $ (0.02) $ (0.03) $ 2.19 $ (.05)
Net Income (Loss) $ (0.02) $ (0.02) $ (0.03) $ 2.19 $ (.05)
SELECTED BALANCE SHEET DATA
Total Assets $ 302,025 $ 307,148 $ 345,222 $ 658,146 $ 6,526
Notes, mortgages and con-
struction loans $ 112,128 $ 34,000 $ - $ - $ 612,077
4% convertible debentures,
due 1989 including
accrued interest $ - $ - $ - $ - $ 2,628,518
Total $ 112,128 $ 34,000 $ - $ - $ 3,240,595
Cash Dividends Declared
Per Share/Unit $ NONE $ NONE $ NONE $ 0.40 $ NONE
See notes to financial statements.
II-2
CITY PLANNED COMMUNITIES, (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) 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 4 2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 0
Sales and rental
of real estate $ - $ - $ - $ 21,705,571 $ -
Lease Income - - - - 5,744,412
Interest and other
income 1,510 778 1,356 2,226,737 13,832
Total Revenues $ 1,510 $ 778 $ 1,356 $ 23,932,308 $ 5,758,244
Net Income(Loss)
Before Extra-
ordinary Items $ (57,152) $ (28,161) $ (39,927) $ 22,636,326 $ 419,267
Net Income(Loss) $ (57,152) $ (28,161) $ (39,927) $ 22,636,326 $ 419,267
SELECTED BALANCE
SHEET DATA
Total Assets $ 959,883 $ 855,276 $ 866,154 $ 763,142 $ 30,119,840
Partners' Cash
Distributions $ - $ - $ - $ 16,417,256 $ 848,936
NOTE: Information shown is from the combined financial statements of City Planned Communities
(liquidated July 1, 2001) 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.
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our financial
statements and notes thereto.
YEAR ENDED JUNE 30, 2004 COMPARED TO YEAR ENDED JUNE 30, 2003
The net loss for the year ended June 30, 2004 as compared to the year
ended June 30, 2003 represents the results of operations due to the
administration of the Company and income from its investment in the real
estate partnership, Tunicom LLC.
YEAR ENDED JUNE 30, 2003 COMPARED TO YEAR ENDED JUNE 30, 2002
The net loss for the year ended June 30, 2003 as compared to the year
ended June 30, 2002 represents the results of operations due to the
administration of the Company and income from its investment in the real
estate partnership, Tunicom LLC.
YEAR ENDED JUNE 30, 2002 COMPARED TO YEAR ENDED JUNE 30, 2001
The net loss for the year ended June 30, 2002 as compared to the year
ended June 30, 2001 represents the results of operations due to the
administration of the Company and income from its investment in the real
estate partnership, Tunicom LLC.
ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION ?
TUNICOM LLC
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our financial
statements and notes thereto.
YEAR ENDED JUNE 30, 2004 COMPARED TO YEAR ENDED JUNE 30, 2003
The net loss for the year ended June 30, 2004 as compared to the year
ended June 30, 2003 represents the results of operations due to the
administration of the Company and its lone remaining assets,
approximately five acres of real estate. The Company?s major asset was
sold during the fiscal year ended June 30. 2001.
YEAR ENDED JUNE 30, 2003 COMPARED TO YEAR ENDED JUNE 30, 2002
The net loss for the year ended June 30, 2003 as compared to the year
ended June 30, 2002 represents the results of operations due to the
administration of the Company and its lone remaining assets,
approximately five acres of real estate. The Company?s major asset was
sold during the fiscal year ended June 30, 2001.
II-4
ITEM 7. MANAGEMENT?S DISCUSSION AND ANALAYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION ?
TUNICOM LLC
YEAR ENDED JUNE 30, 2002 COMPARED TO YEAR ENDED JUNE 30, 2001
The net loss for the year ended June 30, 2002 as compared to the year
ended June 30, 2001 represents the results of operations due to the
administration of the Company and its lone remaining assets,
approximately five acres of real estate. The Company?s major asset was
sold during the fiscal year ended June 30, 2001.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
II-5
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
I N D E X
PAGE
Report of Independent Registered Public Accounting Firm II-7
FINANCIAL STATEMENTS:
Balance Sheets II-8
Statements of Operations II-9
Statements of Changes in Partners? Capital
(Deficit) II-10
Statements of Cash Flows II-11/12
Notes to Financial Statements II-13/16
II-6
FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2150
MIAMI, FLORIDA 33131
305-375-0766
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004, and 2003 and the related statements of
operations, partners? capital and cash flows for each of the three years
in the period ended June 30, 2004. 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 the standards of the Public
Company Accounting Oversight Board (United States). 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, 2004 and 2003 and the results of its
operations and its cash flows for each of three years in the period
ended June 30, 2004 in conformity with United States generally accepted
accounting principles.
September 1, 2004
II-7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 2004 AND 2003
(AUDITED)
A S S E T S
JUNE 30
2 0 0 4 2 0 0 3
Cash $ 23,086 $ 7,566
Investment in real estate
partnership ? related parties 278,939 299,582
Total Assets $ 302,025 $ 307,148
LIABILITIES AND PARTNERS? CAPITAL
LIABILITIES:
Partnership distributions
payable $ 10,152 $ 10,152
Deferred revenue ? related
party 68,207 68,207
Accounts payable and
other liabilities 1,500 15,545
Notes payable ? related
parties including accrued
interest of $1,128 in 2004 112,128 34,000
$ 191,987 $ 127,904
COMMITMENTS AND CONTINGENCIES
PARTNERS? CAPITAL:
Partners? capital
(3,772,419 units authorized,
3,118,065 units outstanding) $ 304,818 $ 374,024
Notes receivable-officers/
partners including accrued
interest of $54,923 in 2004 and 2003 (194,780) (194,780)
$ 110,038 $ 179,244
TOTAL LIABILITIES AND PARTNERS?
CAPITAL $ 302,025 $ 307,148
See accompanying summary of accounting policies and notes to financial
statements.
II-8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
2 0 0 4 2 0 0 3 2 0 0 2
REVENUES:
Income (Loss) from real
estate partnership -
related parties $ (20,643) $ (10,082) $ (13,438)
Interest income - 5,594 7,624
$ (20,643) $ (4,488) $ (5,814)
COST AND EXPENSES:
General and
administrative
expenses $ 44,645 $ 51,408 $ 79,340
Interest 3,918 225 -
Total $ 48,563 $ 51,633 $ 79,340
NET INCOME (LOSS) $ (69,206) $ (56,121) $ (85,154)
NET INCOME OR (LOSS)
PER PARTNERSHIP UNIT $ (0.02) $ (0.02) $ (0.03)
CASH DISTRIBUTIONS PER
UNIT $ NONE $ NONE $ NONE
See accompanying summary of accounting policies and notes to financial
statements.
II-9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTES TOTAL
RECEIVABLE PARTNERS
NUMBER GENERAL LIMITED OFFICERS/
CAPITAL
OF UNITS PARTNER PARTNERS PARTNERS (DEFICIT)
BALANCE - June 30, 2001 3,118,065 $ 2 $ 515,297 $ (183,643) $ 331,656
Net (loss) - - (85,154) - (85,154)
Net increase in notes receivable-
partners - - - (5,594) (5,594)
Partners distributions - - - - -
BALANCE ? June 30, 2002 3,118,065 $ 2 $ 430,143 $ (189,237) $ 240,908
Net (Loss) - - (56,121) - (56,121)
Net increase in notes receivable-
partners - - - (5,543) (5,543)
Partners distribution - - - - -
BALANCE - June 30, 2003 3,118,065 $ 2 $ 374,022 $ (194,780) $ 179,244
Net Partners (Loss) Distributions - - (69,206) - (69,206)
BALANCE - June 30, 2004 3,118,065 $ 2 $ 304,816 $ (194,780) $ 110,038
See accompanying summary of accounting policies and notes
to financial statements.
II-10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
YEARS ENDED JUNE 30,
2 0 0 4 2 0 0 3 2 0 0 2
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Interest and other income
received $ - $ - $ 2,030
Cash paid for general and
administrative expenses (58,690) (49,650) (55,273)
Interest paid (2,790) - $ -
Payment for shares escheated - (11,132) (314,451)
Net Cash (Used)
Provided by Operating
Activities $ (61,480) $ (60,782) $ (367,694)
Cash Flows from Financing
Activities:
Proceeds (payments) on
note-related party - net $ 77,000 $ 34,000 $ -
Payment of debentures - - -
Net Cash Provided
(Used) by Financing
Activities $ 77,000 $ 34,000 $ -
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 15,520 $ (26,782) $ (367,694)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 7,566 34,348 402,042
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 23,086 $ 7,566 $ 34,348
See accompanying summary of accounting policies and notes to financial
statements.
II-11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
YEARS ENDED JUNE 30,
2 0 0 4 2 0 0 3 2 0 0 2
Reconciliation of net income(Loss)
to net cash (used) provided
by operating activities:
Net Income (Loss) $ (69,206) $ (56,121) $ (85,154)
Adjustments to reconcile net
(Loss) to net cash (used)
provided by operating
activities:
(Profit) Loss from real
estate partnership ?
related parties $ 20,643 $ 10,082 $ 13,438
Changes in assets and liabilities:
Decrease in other assets - 1,210 -
Increase in accrued interest ?
related party notes (net) 1,128 - -
(Increase) decrease in
notes receivable-partners - (5,543) (5,594)
(Decrease) increase in accounts
payable and other liabilities (14,045) 722 12,134
(Decrease) in partnership
distributions payable - (11,132) (302,518)
Total Adjustments $ 7,726 $ (4,661) $ (282,540)
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (61,480) $ (60,782) $ (367,694) $ (1,182,613)
NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Deferred Revenue $ - $ - $ 68,207
Undistributed earnings in
partnerships ? related
parties $ (20,643) $ (10,082) $ (54,769)
Income (loss) from real
estate partnership
related parties $ (20,643) $ (10,082) $ (13,438)
See accompanying summary of accounting policies and notes to financial
statements.
II-12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
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.
B. 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.
C. 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.
D. Investments
The Company owns 36.12% of a Florida limited liability
corporation, Tunicom LLC, and uses the equity method of
accounting to recognize income from its investment.
II-13
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. Revenue Recognition
In accordance with SEC Staff Accounting Bulletin No. 101,
?Revenue Recognition?, the Company recognizes income from its
investment in real estate partnerships utilizing the equity
method, and interest is recognized as earned with passage of
time.
F. 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.
G. Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and
cash equivalents. The Company maintains its cash balances in
one financial institution. The balances are insured by the
federally deposit insurance corporation up to $100,000.
H. Fair Value of Financial Instrument
Management estimates that the fair market value of cash,
receivables, accounts payable, accrued expenses and short-term
borrowings are not materially different from their respective
carrying values due to the short-term nature of these
instruments. Disclosures about the fair value of financial
instruments are based on pertinent information available to
management as of June 30, 2004.
I. Income Taxes
The Company is a limited liability company taxed as a
partnership in which all elements of income and deductions are
included in the tax returns of the members of the Company.
Therefore, no income tax provision is recorded by the Company.
J. Reclassifications
Certain reclassifications were made to the 2002 financial
statements in order to conform with year 2003 presentation.
II-14 (1 of 3)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
K. 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.
L. Recent Accounting Pronouncements
In April 2003, the FASB issued Statement of Financial
Accounting Standards No. 149 (Statement 149), ?Amendment of
FASB Statement No. 133 on Derivative and Hedging Transactions.?
Statement 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities under Statement
133. Statement 149 was effective for contracts entered into or
modified after June 30, 2003. The adoption of Statement 149 did
not have a material effect on the Company?s financial position
or results of operations.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 (Statement 150), ?Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity.? Statement 150 established standards for how an
issuer classifieds and measures certain financial instruments
with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously
classified as equity. Statement 150 was effective for financial
instruments entered into or modified after May 31, 2003, and
otherwise became effective at the beginning of the first period
beginning after June 15, 2003. The adoption of Statement 150
did not have a material effect on the Company?s financial
position or results of operations.
In December 2003, the FASB revised Statement of Financial
Accounting Standards No. 132 (Statement 132), ?Employers?
Disclosures about Pensions and Other Postretirement Benefits.?
The revision was made to improve financial statement
disclosures for defined benefit plans. Statement 132, as
revised, requires companies to provide more details about their
plan assets, benefit obligations, cash flows, benefits costs
and other relevant information. In addition to increased annual
disclosures, Statement 132, as revised, requires companies to
II?14 (2 of 3)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 1 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
L. Recent Accounting Pronouncements (Continued)
report the various elements of pension and other postretirement
benefit costs on a quarterly basis. The revision of Statement
132 is effective for financial statements with fiscal years
ending after December 15, 2003. The interim-period disclosures
of Statement 132, as revised, are effective for interim periods
beginning after December 15, 2003. Management does not believe
the adoption of Statement 132 will have a material effect on
the Company?s financial position or results of operations.
NOTE 2 ? EQUITY (DEFICIENCY) IN PARTNERSHIP
The Company?s share of Tunicom?s income (loss) was $(26,643) in 2004,
$(10,082) in 2003 and $13,438 in 2002.
The Company?s equity in the partnership and the percentage of the
equity in the partnership to the total assets of the Company as of June
30, is as follows,
TUNICOM LLC
2004 $ 278,939
2004 92.36%
2003 $ 299,664
2003 90.00%
NOTE 3 ? NOTES RECEIVABLE ? PARTNERS
The notes receivable ? partners bear interest at 4% per annum, are non-
recourse and are payable solely from the Company?s distributions. 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 because they are payable solely
from the distributions, are reflected as a reduction of the equity of
the Company.
Based on the potential sale of Tunicom?s land, the Company estimates
that after projected expenses approximately $14,800 will be distributed
to these unit owners. The balance of the notes will be written off after
the actual distribution is applied. Accrued interest through June 30,
2003 amounted to $54,923 at which time accrual of interest stop based on
the estimated amount to be realized.
II-14 (3 of 3)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 4 - 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, 2004, 2003 and 2002 was
$(69,000), $(73,000) and $(141,000), respectively, which approximates
income (losses) of ($0.02), ($0.02), and ($0.03) per unit, respectively,
based on 3,118,065 outstanding partnership units.
NOTE 5 - ACCOUNTS PAYABLE AND OTHER LIABILITIES:
Account payable and other
liabilities at June 30
consist of the following:
2 0 0 4 2 0 0 3
Fees $ 1,500 $ 15,320
Other - 225
$ 1,500 $ 15,545
NOTE 6 - PARTNERS? CAPITAL (DEFICIT)
The limited partnership, from inception through June 30, 2004, has
declared accumulated distributions of $1.25 per each partnership unit
outstanding. The partnership distributions payable represent the Company?s
liability to the states for escheated units.
During the year ended June 30, 2003, the Company escheated accumulated
distributions in the amount of $11,132 to the various states.
The Company did not declare any distributions to its unit owners during
the year June 30, 2004.
NOTE 7 ? NOTES PAYABLE RELATED PARTIES
2 0 0 4 2 0 0 3
Note payable general partner
Unsecured non-interest bearing
demand note $ - $ 24,000
Note payable Tunicom LLC
Unsecured 6% per annum demand note
unpaid interest of $1,128 included
in notes 112,128 10,000
$ 112,128 $ 34,000
II-15
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 8 - TUNICOM LLC ? OPERATIONS
Tunicom L.L.C. has approximately five acres for sale as a site for an
assisted living facility. This represents Tunicom?s sole remaining asset.
Tunicom had entered into an agreement of purchase and sale to sell the
property for a price of $1,700,000. Closing the transaction at that
price, however, was contingent upon seller obtaining at its cost all
governmental approvals required before a building permit can be issued and
the availability of financing acceptable to buyer. Partners of Tunicom
(with All-State Properties L.P. and its general partner abstaining)
representing a majority interest in Tunicom voted to approve the
transaction and the payment at closing of a fee in the amount of $250,000,
to All-State Properties L.P.?s general partner for accomplishing the
obtaining of all of the necessary approvals, governmental and otherwise,
required under the agreement of purchase and sale and for assisting the
buyer in securing the required financing. The general partner of All-
State Properties L.P. is the president of the manager of Tunicom.
The contract did not close during the year. However, Tunicom is currently
in negotiations with new prospective purchasers to sell the property for a
price of $1,800,000. Tunicom signed a Letter of Intent on June 21, 2004
and subsequently received a deposit of $10,000 from the prospective
purchasers. The same fee at closing mentioned above will be applicable.
II-16
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
FINANCIAL STATEMENTS
JUNE 30, 2004
AUDITED
C O N T E N T S
PAGE
Independent Auditor?s Report II-18
Financial Statements:
Balance Sheets II-19
Statements of Operations II-20
Statements of Partners? Capital (Deficit) II-21
Statements of Cash Flows II-22/23
Notes to Financial Statements II-24/26
II-17
FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2150
MIAMI, FLORIDA 33131
305-375-0766
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
Tunicom LLC
Lauderhill, Florida
We have audited the accompanying balance sheets of Tunicom LLC (F.K.A. Unicom
Partnernship, Ltd.) as of June 30, 2004, and 2003 and the related statements
of operations, partners? capital and cash flows for each of the three years in
the period ended June 30, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 Tunicom LLC (F.K.A. Unicom
Partnership, Ltd.) as of June 30, 2004 and 2003, and the results of their
operations and their cash flows for each of three years in the period ended
June 30, 2004, in conformity with United States generally accepted accounting
principles.
September 1, 2004
II-18
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
BALANCE SHEETS
JUNE 30, 2004 AND 2003
(AUDITED)
A S S E T S
JUNE 30
2 0 0 4 2 0 0 3
Land and development costs $ 801,597 $ 783,253
Cash 1,662 31,773
Note receivable and accrued interest ?
related parties 123,380 10,225
Prepaid expenses 33,244 30,025
Total Assets $ 959,883 $ 855,276
LIABILITIES AND PARTNERS? CAPITAL
LIABILITIES:
Accounts payable and accrued
expenses $ 39,301 $ 26,118
Note payable ? line of credit including
accrued interest of $475 148,576 -
COMMITMENTS AND CONTINGENCIES
PARTNERS? CAPITAL 772,006 829,158
TOTAL LIABILITIES AND PARTNERS?
CAPITAL $ 959,883 $ 855,276
See accompanying summary of accounting policies and notes
to financial statements.
II-19
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
2 0 0 4 2 0 0 3 2 0 0 2
REVENUES:
Interest and other
income $ 1,510 $ 778 $ 1,356
$ 1,510 $ 778 $ 1,356
EXPENSES:
General and
administrative $ 52,347 $ 28,939 $ 34,933
Taxes and insurance 958 - 6,350
$ 53,305 $ 28,939 $ 41,283
NET INCOME (LOSS) BEFORE
DEPRECIATION , AMORTIZ-
ATION AND INTEREST: $ (51,795) $ (28,161) $ (39,927)
OTHER EXPENSES:
Interest $ 5,357 $ - $ -
NET INCOME (LOSS) $ (57,152) $ (28,161) $ (39,927)
See accompanying summary of accounting policies and notes
to financial statements.
II-20
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF PARTNERS? CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
2 0 0 4 2 0 0 3 2 0 0 2
PARTNERS? CAPITAL
(DEFICIT) - Beginning $ 829,158 $ 857,319 $ 758,101
Distributions - - -
Liquidation of City
Planned Communities - - 136,415
Contributions - - 2,730
Net income (loss) (57,152) (28,161) (39,927)
PARTNERS? CAPITAL
(DEFICIT) - Ending $ 772,006 $ 829,158 $ 857,319
See accompanying summary of accounting policies and notes to financial
statements.
II?21
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
2 0 0 4 2 0 0 3 2 0 0 2
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Interest received $ 230 $ 778 $ 1,356
Cash paid - interest (8,101) - -
Cash paid ? suppliers,
employees and administrative
expenses (45,454) (11,881) (34,759)
Cash paid taxes and insurance (958) - -
Net Cash (Used)
Provided by Operating
Activities $ (54,283) $ (11,103) $ (33,403)
Cash Flows from Investing
Activities:
Capital expenditures $ (12,054) $ (59,843) $ (19,600)
Net Cash Provided
(Used) by Investing
Activities $ (12,054) $ (59,843) $ (19,600)
Cash Flows from Financing
Activities:
Cash received (paid) ?
related party $ (111,875) $ (10,000) $ -
Cash received (paid)
notes and mortgages 148,101 - -
Net Cash (Used) Provided
by Financing Activities $ 36,226 $ (10,000) $ -
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ (30,111) $ (80,946) $ (53,003)
CASH AND CASH EQUIVALENTS -
BEGINNING OF YEAR 31,773 112,719 165,722
CASH AND CASH EQUIVALENTS -
END OF YEAR $ 1,662 $ 31,773 $ 112,719
See accompanying summary of accounting policies and notes to financial
statements.
II-22
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
YEARS ENDED JUNE 30,
2 0 0 4 2 0 0 3 2 0 0 2
Reconciliation of net income
to net cash provided (used)
by operating activities:
Net Income (Loss) $ (57,152) $ (28,161) $ (39,927)
Adjustments to reconcile net
income (loss) to net cash provided
(used)by operating activities:
(Increase) in property
plant and equipment $ (6,290) $ - $ -
(Increase) in accrued
interest ? notes receivable (1,280) (225) -
(Increase) Decrease in other
assets and accounts receivable (3,219) - 2,730
Increase in accounts payable
and accrued expenses 13,183 17,283 3,794
Increase in accrued
interest payable 475 - -
Total Adjustments $ 2,869 $ 17,058 $ 6,524
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (54,283) $ (11,103) $ (33,403)
NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Land and development costs $ - $ - (170,518)
Deferred management fees -
related parties - - 34,103
Partners? capital $ - $ - 136,415
See accompanying summary of accounting policies and notes to financial
statements.
II-23
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Operations
City Planned Communities (Hereafter CPC), a 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.
Tunicom LLC (Hereafter Tunicom) (formerly known as Unicom
Partnership, Ltd.) was formed on October 27, 1986 to acquire
land from City Planned Communities (liquidated on July 1, 2001)
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). In August 2000 the rental
property was sold. The only remaining asset the company consist
of a vacant parcel of land.
B. Cash and Cash Equivalent
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.
C. Land and Development Cost
Land is recorded at cost and includes costs capitalized in
connection with the development of real estate.
D. Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and
cash equivalents. The Company maintains its cash balances in
one financial institution. The balances are insured by the
federal deposit insurance corporation up to $100,000.
E. Fair Value of Financial Instrument
Management estimates that the fair market value of cash,
receivables, accounts payable, accrued expenses and short-term
borrowings are not materially different from their respective
carrying values due to the short-term nature of these
instruments. Disclosures about the fair value of financial
instruments are based on pertinent information available to
management as of June 30, 2004.
F. Income Tax Reporting
No provision is made in the financial statements for income
taxes since such taxes are the responsibility of the partners
and not the partnerships.
II?24
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
G. 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.
H. Recent Accounting Pronouncements
In April 2003, the FASB issued Statement of Financial
Accounting Standards No. 149 (Statement 149), ?Amendment of
FASB Statement No. 133 on Derivative and Hedging Transactions.?
Statement 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities under Statement
133. Statement 149 was effective for contracts entered into or
modified after June 30, 2003. The adoption of Statement 149 did
not have a material effect on the Company?s financial position
or results of operations.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 (Statement 150), ?Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity.? Statement 150 established standards for how an
issuer classifieds and measures certain financial instruments
with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously
classified as equity. Statement 150 was effective for financial
instruments entered into or modified after May 31, 2003, and
otherwise became effective at the beginning of the first period
beginning after June 15, 2003. The adoption of Statement 150
did not have a material effect on the Company?s financial
position or results of operations.
In December 2003, the FASB revised Statement of Financial
Accounting Standards No. 132 (Statement 132), ?Employers?
Disclosures about Pensions and Other Postretirement Benefits.?
The revision was made to improve financial statement
disclosures for defined benefit plans. Statement 132, as
revised, requires companies to provide more details about their
plan assets, benefit obligations, cash flows, benefits costs
and other relevant information. In addition to increased annual
disclosures, Statement 132, as revised, requires companies to
II-25 (1 of 2)
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H. Recent Accounting Pronouncements (Continued)
report the various elements of pension and other postretirement
benefit costs on a quarterly basis. The revision of Statement
132 is effective for financial statements with fiscal years
ending after December 15, 2003. The interim-period disclosures
of Statement 132, as revised, are effective for interim periods
beginning after December 15, 2003. Management does not believe
the adoption of Statement 132 will have a material effect on
the Company?s financial position or results of operations.
NOTE 2 ? NOTE RECEIVABLE RELATED PARTIES
Tunicom advanced funds to two related entities. The funds are due on
demand and accrue interest at 6% per annum. Interest of $1,280 is
included in the notes.
NOTE 3 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued
Expenses at June 30, 2004 and
2003 consist of the following:
2 0 0 4 2 0 0 3
Accounts payable $ 33,011 $ 20,118
Real estate taxes 6,290 6,000
$ 39,301 $ 26,118
NOTE 4 ? NOTE PAYABLE ? LINE OF CREDIT
Tunicom has an outstanding unsecured line of credit with a financial
institution which matures on September 29, 2004. Interest for the
outstanding principal balance accrues at 6% per annum.
NOTE 5 ? COMMITMENTS AND CONTINGENCIES
A. Distributions (See Note 6)
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
II-25 (2 of 2)
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
AUDITED
NOTE 5 ? COMMITMENTS AND CONTINGENCIES (CONTINUED)
36.12% to Newnel Partnership
36.12% to the Company (including 2.62% given
to certain individuals who made cash
advances to Tunicom on behalf of the
the Company)
100.00%
B. Sale of Land
Tunicom had entered into an agreement of purchase and sale to sell the
property for a price of $1,700,000. Closing the transaction at that
price, however, was contingent upon seller obtaining at its cost all
governmental approvals required before a building permit can be issued
and the availability of financing acceptable to buyer. Partners of
Tunicom (with All-State Properties L.P. and its general partner
abstaining) representing a majority interest in Tunicom voted to
approve the transaction and the payment at closing of a fee in the
amount of $250,000, to All-State Properties L.P.?s general partner for
accomplishing the obtaining of all of the necessary approvals,
governmental and otherwise, required under the agreement of purchase
and sale and for assisting the buyer in securing the required
financing. The general partner of All-State Properties L.P. is the
president of the manager of Tunicom.
The contract did not close during the year. However, Tunicom is
currently in negotiations with new prospective purchasers to sell the
property for a price of $1,800,000. Tunicom signed a Letter of Intent
on June 21, 2004 and subsequently received a deposit of $10,000 from
the prospective purchasers. The same fee at closing mentioned above
will be applicable.
NOTE 6 ? TRANSACTIONS WITH RELATED PARTIES
A. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include amounts payable to
entities owned by related parties in the amount of $31,375 for 2004.
B. Management Fees
Tunicom pays management fees to a company owned by the general partner
at a rate of $1,250 a month.
II-26
PART II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
The Company?s general partner, after evaluating the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 150d-14(c)) as of a date within 90 days of filing date of this
annual report (the ?Evaluation Date?), have concluded that as of the
Evaluation Date, our disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company would be
made known to them by others within the Company, particularly during the
period in which this annual report was being prepared.
(b) Changes in internal controls:
There were no significant changes in our internal controls or in
other factors that could significantly affect our internal controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such internal controls and procedures requiring
corrective actions. As a result, no corrective actions were taken.
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 75 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
III-1
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, 2004.
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-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of June 30, 2004 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).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion of certain relationships and related
transactions should be read in conjunction with our financial statements and
notes thereto.
Name of specified person: Stanley R. Rosenthal
Relationship of such person: General Partner with
5% ownership interest
Amount of transactions: Notes receivable
(4% interest, non-recourse) $ 94,503
Accrued interest
receivable (non-recourse) $ 36,798
Note payable (no interest) ?
repaid in 2003 $ (30,000)
III-2
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
Name of specified entity: Tunicom LLC
Relationship of such entity: 36.12% ownership interest in entity
Amount of transaction: Notes payable (6% interest) ?
repaid in 2003 $ (10,000)
Accrued interest payable ?
Repaid in 2003 $ (225)
Note payable (6% interest) $ (111,000)
Accrued interest payable $ (1,128)
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following fees were invoiced by the auditing firm for the
years ended June 30,
2 0 0 4 2 0 0 3
Audit fees $ 20,000 $ 19,500
Tax fees 3,500 5,000
Other fees - -
$ 23,500 $ 24,500
The above services were not recognized at the time of engagement to be non-
audit services, and such services are approved by the Company?s general
partner prior to the completion of the audit.
III-3
PART IV
ITEM 15. 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, 2004 and 2003 II-8
Statements of Operations for the years ended
June 30, 2004, 2003, and 2002 II-9
Statements of Changes in Partners' Capital
(Deficit) for the years ended June 30, 2004,
2003 and 2002 II-10
Statements of Cash Flows for the years ended
June 30, 2004, 2003 and 2002 II-11/12
Notes to Financial Statements for the years
ended June 30, 2004, 2003 and 2002 II-13/17
All other schedules are omitted, as the required information is not applicable
or the information is presented in the financial statements or related notes.
The registrant has not filed a Form 8-K during the fourth quarter of the
fiscal year.
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-4
tion of earnings per unit for
the years ended June 30, 2004
2003 and 2002
(22) Subsidiaries of the Registrant:
(d) NONE
Signature Page IV-5
IV-3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
2 0 0 4 2 0 0 3 2 0 0 2
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 $ (69,206) $ (56,121) $ (85,154)
Computation of Fully
diluted income (Loss)
per unit Before Extra-
ordinary Items $ (0.02) $ (0.02) $ (0.03)
Net Income (Loss)
After Extraordinary
Items $ (69,206) $ (56,121) $ (85,154)
Computation of Fully
diluted income (Loss)
per unit after Extra-
ordinary Items $ (0.02) $ (0.02) $ (0.03)
(A) Weighted average number of units outstanding
See notes to financial statements.
IV-4
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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 1, 2004
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.
ALL-STATE PROPERTIES L.P.
By: ____________________
STANLEY R. ROSENTHAL
General Partner
Date: September 1, 2004
IV-5
ALL-STATE PROPERTIES L.P.
CERTIFICATIONS
I, Stanley Rosenthal, certify that:
1. I have reviewed this annual report on Form 10-K of All-State Properties L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of , and for, the periods presented in this annual report;
4. The registrant?s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant?s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the ?Evaluation Date?); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
IV-6
CERTIFICATIONS
(Continued)
5. The registrant?s other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant?s auditors and the audit
committee of registrant?s board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant?s ability to record,
process, summarize and report financial data and have identified for the
registrant?s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant?s internal
controls; and
6. The registrant?s other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: September 1, 2004
_____________________
Stanley Rosenthal
General Partner
IV-7
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Stanley R. Rosenthal, certify, pursuant 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report on Form 10-K of All-State Properties L.P. for the year ended June 30,
2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Annual
Report on Form 10-K fairly presents in all material respects the financial
condition and results of operations of All-State Properties L.P.
Dated: September 1, 2004 By: Stanley R. Rosenthal
Name: Stanley R. Rosenthal
Title: General Partner
IV-8