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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 2005 COMMISSION FILE NUMBER 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.)
5500 NW 69th Avenue, Lauderhill, FL 33319
(Address of principal executive offices) (Zip Code)
Mailing address:
P.O. Box 5524,Fort Lauderdale, FL 33310-5524
Registrant's telephone number, including area code (954) 572-2113
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(D) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
Indicate the number of limited partnership units outstanding as
of the latest practicable date.
Class Outstanding at March 31, 2005
Limited Partnership Units 3,118,303 Units
Page 1
ALL-STATE PROPERTIES L.P.
FORM 10-Q QUARTERLY REPORT
NINE MONTHS ENDED MARCH 31, 2005
I N D E X
PART 1 ? FINANCIAL INFORMATION
PAGE
ITEM 1 Financial Statements 2 - 8
ITEM 2 Management?s Discussion and Analysis
of Financial Condition and Results of
Operations. 9
ITEM 3 Quantitative and Qualitative Disclosures
About Market Risk. 9
ITEM 4 Controls and Procedures. 9
Supplemental Information and Exhibits 10 - 12
PART II ? OTHER INFORMATION
ITEM 1 Legal Proceedings 13
ITEM 2 Unregistered Sales of Equity Securities
and Use of Proceeds 13
ITEM 3 Defaults Upon Senior Securities 13
ITEM 4 Submission of Matters to Vote of
Security Holders 13
ITEM 5 Other Information 13
ITEM 6 Exhibits and Reports on Form 8-K 13
Signatures 14
Certifications 15 - 16
ITEM 1 FINANCIAL STATEMENTS
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
NINE MONTHS ENDED MARCH 31, 2005
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NINE MONTHS ENDED MARCH 31, 2005
I N D E X
PAGE
Report of Independent Registered
Public Accounting Firm 3
FINANCIAL STATEMENTS:
Condensed Balance Sheets 4
Condensed Statements of Operations 5
Condensed Statements of Cash Flows 6
Notes to Condensed Financial Statements 7 - 8
SUPPLEMENTAL INFORMATION:
Condensed Financial Information for
Real Estate Partnership:
Condensed Balance Sheet 10
Condensed Profit and Loss Information 11
Exhibit - Computation of Income (Loss)
Per Partnership Unit 12
Page 3 (1 of 2)
FREEMAN BUCZYNER & GERO
1 SE 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 reviewed the accompanying condensed balance sheet of All-
State Properties L.P. as of March 31, 2005 and the related
condensed statements of operation for the three-month and nine-
month periods ended March 31, 2005 and 2004 and cash flows for
the nine?month periods ended March 31, 2005 and 2004. These
financial statements are the responsibility of the partnership?s
management.
We conducted our review in accordance with standards of the
Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit in accordance with the
standards of the Public Company Accounting Oversight Board, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed financial
statements referred to above for them to be in conformity with
United States generally accepted accounting principles.
We have previously audited, in accordance with the standards of
the Public Company Accounting Oversight Board, the balance sheet
as of June 30, 2004, and the related statements of operation,
partners? capital and cash flows for the year then ended (not
presented herein); and in our report dated September 1, 2004, we
expressed an unqualified opinion on those financial statements.
Page 3 (2 of 2)
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2150
MIAMI, FLORIDA 33131
305-375-0766
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(CONTINUED)
In our opinion, the information set forth in the accompanying
condensed balance sheet as of June 30, 2004, is fairly stated, in
all material respects, in relation to the balance sheet from
which it has been derived.
Our review was made for the purpose of expressing limited
assurance that there are no material modifications that should be
made to the financial statements in order for them to be in
conformity with generally accepted accounting principles. The
information included in the condensed financial information for
Tunicom LLC, appearing on pages 10 and 11, and the exhibit
indicating the computation of earnings per unit, appearing on
page 12, is presented only for supplementary analysis purposes.
Such information has been subjected to the inquiry and analytical
procedures applied in the review of the basic financial
statements, and we are not aware of any material modifications
that should be made thereto.
Freeman, Buczyner & Gero
May 4, 2005
Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
MARCH 31, 2005 AND JUNE 30, 2004
MARCH JUNE
31ST 30TH
2 0 0 5 2 0 0 4
(UNAUDITED)
Assets
Cash $ 14,733 $ 23,086
Investment in real estate
partnership ? related parties 266,389 278,939
Total Assets $ 281,122 $ 302,025
Liabilities and Partners' Capital
Liabilities:
Accounts payable and other
liabilities $ 9,626 $ 1,500
Partnership distributions payable 802 10,152
Deferred revenue ? related party 68,207 68,207
Notes payable ? related party 150,504 112,128
$ 229,139 $ 191,987
Partners' Capital $ 246,763 $ 304,818
Notes receivable - officers/partners (194,780) (194,780)
$ 51,983 $ 110,038
Total Liabilities and Partners'
Capital $ 281,122 $ 302,025
See accompanying notes and accountant?s review report.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
2 0 0 5 2 0 0 4 2 0 0 5 2 0 0 4
REVENUES:
Profit (loss) from
real estate part-
nership - related
parties $ (4,186) $ (4,389) $ (12,550) $ (18,337)
Other income - 1,403 - 4,196
$ (4,186) $ (2,986) $ (12,550) $ (14,141)
COST AND EXPENSES:
Selling, general
and administrative $ 16,247 $ 12,553 $ 40,129 $ 36,443
Interest 2,055 958 5,376 1,637
$ 18,302 $ 13,511 $ 45,505 $ 38,080
NET INCOME (LOSS) $ (22,488) $ (16,497) $ (58,055) $ (52,221)
NET (LOSS) INCOME PER
PARTNERSHIP UNIT (0.01) (0.01) (0.02) (0.02)
CASH DISTRIBUTIONS PER
UNIT NONE NONE NONE NONE
See accompanying notes and accountant?s review report.
Page 6 (1 of 2)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2 0 0 5 2 0 0 4
CASH FLOW FROM OPERATING ACTIVITIES:
Cash paid for selling, general and
administrative expenses $ (32,003) $ (37,458)
Interest expenses - paid - (1,637)
Partnership distributions payable (9,350) -
Net Cash Consumed by
Operating Activities $ (41,353) $ (39,095)
CASH FLOW FROM FINANCING ACTIVITIES:
Notes payable - related party $ 33,000 $ (34,000)
Bank ? line of credit - 70,000
Net Cash Provided by Financing
Activities $ 33,000 $ 36,000
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS $ (8,353) $ (3,095)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 23,086 7,566
CASH AND CASH EQUIVALENTS AT END
END OF PERIOD $ 14,733 $ 4,471
RECONCILIATION OF NET (LOSS) INCOME
TO NET CASH CONSUMED BY
OPERATING ACTIVITIES:
Net Loss $ (58,055) $ (52,221)
See accompanying notes and accountant?s review report.
Page 6 (2 of 2)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
ADJUSTMENTS TO RECONCILE NET (LOSS)
INCOME TO NET CASH CONSUMED
BY OPERATING ACTIVITIES:
2 0 0 5 2 0 0 4
(Income) Loss of real estate part-
nerships $ 12,550 $ 18,337
Changes in Assets and Liabilities:
Decrease (increase) in accrued
interest receivable 5,376 (4,196)
Increase in accounts payable 8,126 (1,015)
Decrease in partnership
distributions payable (9,350) -
Total adjustments $ 16,702 $ 13,126
NET CASH CONSUMED BY
OPERATING ACTIVITIES $ (41,353) $ (39,095)
See accompanying notes and accountant?s review report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
1. ORGANIZATION AND OPERATIONS
All-State Properties L.P. 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 completed its land
development activities and the sale of residential housing.
2. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited
interim financial information reflects all adjustments,
consisting of normal recurring accruals, necessary for a fair
presentation on a going concern basis. Certain information
and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted
accounting principles in the United States have been
condensed or omitted pursuant to instructions, rules and
regulations prescribed by the Securities and Exchange
Commission. The Company believes that the disclosures
provided herein are adequate to make the information
presented not misleading when these unaudited interim
condensed financial statements are read in conjunction with
the audited financial statements contained in the Company?s
Annual Report on Form 10-K for the fiscal year ended June 30,
2004.
Operating results for the quarter and the nine months ended
March 31, 2005 are not necessarily indicative of the results
expected for the full year.
The preparation of condensed financial statements in
conformity with generally accepted accounting principles in
the United States requires management to make estimates and
assumptions, including estimates of future contract costs and
Page 8 (1 of 2)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
2. BASIS OF PRESENTATION (CONTINUED)
earnings. Such estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
earnings during the current reporting period. Management
periodically assesses and evaluates the adequacy and/or
deficiency of estimated liabilities recorded for various
reserves, liabilities, contract risks and uncertainties.
Actual results could differ from these estimates.
3. 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 purchaser
to sell the property for a price of $1,800,000. Tunicom
signed an agreement of sale on October 2, 2004 and received
deposits of $50,000 from the prospective purchasers. The same
fee at closing mentioned above will be applicable.
4. 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 on units that were issued in
connection with the notes. The Company has a lien on and a
security interest in the units. All cash distributions are
Page 8 (2 of 2)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
4. NOTES RECEIVABLE ? PARTNERS (CONTINUED)
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
$11,700 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.
Page 9 (1 of 2)
ITEM 2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Registrant?s source of working capital consists of
cash received from Tunicom. No cash was available for
distribution during the three months ended December 31, 2004.
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 Company)
100.00%
As previously reported, Tunicom L.L.C. (?Tunicom?)
sold the adult retirement community known as Forest Trace and
retained approximately five acres for sale as 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 $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
Page 9 (2 of 2)
ITEM 2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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
purchaser to sell the property for a price of $1,800,000. Tunicom
signed an agreement of sale on October 2, 2004 and received
deposits of $50,000 from the prospective purchasers. The same fee
at closing mentioned above will be applicable.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
None.
ITEM 4 CONTROLS AND PROCEDURES
An evaluation was performed under the supervision
and with the participation of our management, including the
general partner, of the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities and Exchange act of 1934, as amended) as of the
end of period covered by this report. Based on that evaluation,
the general partner concluded that these disclosure controls and
procedures were effective. There as has been no change in our
internal control over financial reporting during our most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
Page 10
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP
TUNICOM LLC
CONDENSED BALANCE SHEET
AS OF MARCH 31, 2005 AND JUNE 30, 2004
MARCH JUNE
31, 2005 30, 2004
(UNAUDITED)
ASSETS:
Land and development costs $ 813,107 $ 801,597
Cash 13,421 1,662
Funds in escrow 50,000 -
Notes receivable and accrued interest
-related parties 162,252 123,380
Prepaid expenses 30,025 33,244
Total $ 1,068,805 $ 959,883
LIABILITIES AND PARTNERS' CAPITAL:
Accounts payable and other
liabilities $ 89,304 $ 39,301
Bank line of credit 242,237 148,576
Partners' capital 737,264 772,006
Total $ 1,068,805 $ 959,883
See accompanying notes and accountant?s review report.
Page 11
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP
TUNICOM LLC
CONDENSED PROFIT AND LOSS INFORMATION
THREE MONTHS AND NINE MONTHS ENDED
MARCH 31, 2005 AND 2004
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
2 0 0 5 2 0 0 4 2 0 0 5 2 0 0 4
REVENUES:
Interest and other $ 2,219 $ 25 $ 5,872 $ 230
Total income $ 2,219 $ 25 $ 5,872 $ 230
EXPENSES:
General and
administrative $ 5,620 $ 12,176 $ 16,515 $ 50,995
Taxes and insurance 3,934 - 14,421 -
Interest 4,251 - 9,678 -
Total expenses $ 13,805 $ 12,176 $ 40,614 $ 50,995
NET PROFIT (LOSS) $ (11,586) $ (12,151) $ (34,742) $ (50,765)
See accompanying notes and accountant?s review report.
Page 12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
2 0 0 5 2 0 0 4
Partnership units outstanding 3,118,303 3,118,303
Net (Loss) Income $ (58,055) $ (50,765)
Net (Loss) Income Per Partnership
Unit $ (0.02) $ (0.02)
See accompanying notes and accountant?s review report.
Page 13
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1 ? Legal Proceedings
None.
ITEM 2 ? Unregistered Sales of Equity
There were no unregistered sales of equity securities
during the quarter covered by this report.
ITEM 3 - Defaults Upon Senior Securities
There were no defaults by Registrant on its senior
securities during the quarter covered by this report.
ITEM 4 - Submission of Matters to Vote of Security Holders
No matters were submitted during the quarter covered by
this report to a vote of limited partners.
ITEM 5 ? Other Information
None.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibit - Computation of earnings per partnership
unit.
(b) Exhibit - Form 8-K filed October 8, 1999,
incorporated by reference.
(c) Exhibit ? Form 8-K filed August 16, 2000.
Page 14
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, 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 ROSENTHAL
General Partner
Dated: May 4, 2005
Page 15 (1 of 2)
ALL-STATE PROPERTIES L.P.
CERTIFICATIONS
I, Stanley Rosenthal, certify that:
1. I have reviewed this quarterly report on Form 10-Q of All-
State Properties L.P.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of , and for,
the periods presented in this 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-15(e) and 15d-15(e) for the registrant and we have:
a) designed such disclosure controls and procedures or caused
such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including is made known to us
by others within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the registrant?s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant?s
internal control over financial reporting that occurred
during the registrant?s most recent fiscal quarter (the
registrant?s second fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonable likely to materially affect, the registrant?s
internal control over financial reporting; and
Page 15 (2 of 2)
ALL-STATE PROPERTIES L.P.
CERTIFICATIONS
(CONTINUED)
5. The registrant?s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant?s
auditors and the audit committee of registrant?s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant?s ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant?s internal control over financial
reporting.
Date: May 4, 2005
_____________________
Stanley Rosenthal
General Partner
Page 16
CERTIFICATION PURSUANT TO
18 U.S.C SECTON 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of All-State
Properties L.P. (the ?Company?) on Form 10-Q for the nine months
ended March 31, 2005, as filed with the Securities and Exchange
Commission on the date hereof (the ?Report?), I, Stanley
Rosenthal, General Partner of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company.
Date: May 4, 2005
_____________________
Stanley Rosenthal
General Partner