MOORES LANE PROPERTIES LTD - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2004

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

For the Transition Period From _____ to ____

Commission file number 33-3955-A

Moore's Lane Properties, Ltd.
(Exact name of registrant as specified in its charter)

Tennessee (State or other jurisdiction of incorporation or organization)		62-1271931 (IRS Employer Identification Number)

3310 West End Avenue, Suite 490 Nashville, Tennessee 37203 (Address of principal executive offices)

(615) 292-1040
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X .

As of November 15, 2004, there were 7,500 outstanding Units of Limited Partnership Interest.

PART I. FINANCIAL INFORMATION
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Tennessee Limited Partnership)

FINANCIAL STATEMENTS
(Unaudited)

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
	Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003	5
	Notes to Consolidated Financial Statements for the nine months ended September 30, 2004 and 2003	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		7
Item 4. Disclosure Controls and Procedures		8


PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K		8
Signatures		12

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS

		September 30, 2004		December 31, 2003


ASSETS

Cash	$	677	$	63,110
Restricted cash		94,002		96,502
Land and improvements held for sale		122,449		122,449

Total assets	$	$217,128	$	$282,061
		================		===============
LIABILITIES AND PARTNERS' EQUITY


Accounts payable	$	6,583	$	9,125
Payable to a related party		44,728		12,971
Property tax payable		9,380		12,506
State taxes payable				38,753
Minority interest in consolidated joint venture		100		100

Total liabilities		60,791		73,455

PARTNERS' EQUITY

Limited partners (7,500 units outstanding)		72,695		124,964
General partner		2,704		2,704
Special limited partners		80,938		80,938

Total partners' equity		156,337		208,606

Total liabilities and partners' equity	$	217,128	$	282,061
		================		===============

See accompanying notes to consolidated financial statements.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the three months ending					For the nine months ending
	September 30,
		2004			2003		2004			2003

REVENUE:

Sale proceeds	$			$	1,500,000	$			$	1,500,000
Closing costs					125,065					125,065
Cost of land sold					240,945					240,945

Gain on sale of land					1,133,990					1,133,990

Miscellaneous					0		0			0

Total revenue	$	0		$	1,133,990	$	0		$	1,133,990

EXPENSES:

Property taxes		3,127			8,890		9,380			32,107
Management fees		3,901			3,901		11,703			11,703
Legal and accounting fees		8,160			3,941		26,336			11,225
General and administration expense		2,823			4,123		4,473			8,696
State taxes		377			37,346		377			37,346

Total expenses		18,388			58,201		52,269			101,077


Net (loss)income before minority interest		(18,388	)		1,075,789		(52,269	)		1,032,913
Minority Interest		0			221,000		0			221,000

Net (loss) income	$	(18,388	)	$	854,789	$	(52,269	)	$	811,913
		=========	=		=========		=========	=		=========
Net (loss) income per limited partner unit	$	(2.45	)	$	113.97	$	(6.97	)	$	108.26
Units outstanding		7,500			7,500		7,500			7,500

See accompanying notes to consolidated financial statements.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		For the nine months ending September 30,
		2004			2003
Cash flows from operating activities:
Net (loss) income	$	(52,269	)	$	1,032,913
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Decrease (increase) in restricted cash		2,500			(64,250	)
Decrease in accounts payable		(2,542	)		(3,500	)
Cost of land sold		--			240,946
(Decrease ) increase in state taxes payable		(38,753	)		35,997
Increase (decrease) in payable to related party		31,757			(3,905	)
Decrease in property tax payable		(3,126	)		(15,959	)

Net cash (used) provided by operating activities		(62,433	)		1,222,242

Cash flows from financing activities:
Cash distribution to minority interest owner		--			(221,000	)
Cash distributions to general and limited partners		--			(1,086,957	)

Net cash used in financing activities		--			(1,307,957	)


Net decrease in cash		(62,433	)		(85,715	)

Cash at beginning of period		63,110			157,608
Cash at end of period	$	677		$	71,893
		=============			=================

See accompanying notes to consolidated financial statements.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)

A. Accounting Policies

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Form 10-K for the year ended December 31, 2003. In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the nine-month period ended September 30, 2004 may not be indicative of the results that may be expected for the year ending December 31, 2004.

B. Related Party Transactions

The General Partner and its affiliates have been actively involved in managing the Partnership's operations. Compensation earned for these services were as follows:

	Nine months ended September 30,
	2004	2003
Management fees	$11,703	$11,703
Accounting fees	14,495	13,971

C. Comprehensive Income

During the nine-month periods ended September 30, 2004 and 2003, the Partnership had no components of other comprehensive (loss) income. Accordingly, comprehensive (loss) income for each of the periods was the same as net (loss) income.

D. Impairment

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the Quarter ended September 30, 2004

There were no land sales during the first nine months of 2004. On July 8, 2003, the Registrant sold 5 acres of land for gross proceeds of $1.5 million. Of the proceeds, approximately $1.3 million was distributed to the partners of the joint venture. At September 30, 2004,the Registrant has 2 acres left for sale. Expenses of the Registrant are comparable with prior quarters, except for the decline in property taxes due to the sale of land in 2003. The large state tax expense in 2003 is due to excise tax on the sale in 2003. The increase in legal and accounting fees is due to legal expenses associated with the sale of land in 2003.

Financial Condition and Liquidity

At September 30, 2004, the Partnership had unrestricted cash of $ 677 and liabilities to non-affiliated entities of $ 9,380. The cash is insufficient to fund ongoing operations. At September 30, 2004, the Partnership owns assets with a carrying value of $217,128 and has liabilities of $61,991. If funds are not sufficient in 2004, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.

Critical Accounting Policies

Contractual Obligations and Commitments

At September 30, 2004, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At September 30, 2004 and December 31, 2003, the Partnership has restricted cash balances of $94,002 and $96,502 to be used to fund property improvements, consisting of road and utility work, and property taxes. The restricted cash secures a letter of credit in the same amount to ensure that the required developments were made. The Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At September 30, 2004 and December 31, 2003, the Partnership has $35,000 and $0 borrowed from the General Partner, respectively. Transactions with the General Partner and affilia tes are discussed in Note B to the financial statements.

Item 4. Disclosure Controls and Procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the President and Vice-president of the General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Exhibit

Number Description

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd. on November 15, 2004.

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice-president of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd. on November 15, 2004.

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd. on November 15, 2004.

32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice-president of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd. on November 15, 2004.

b) The Registrant has not filed a Form 8-K during the nine month period ending September 30, 2004.

MOORE'S LANE PROPERTIES, LTD.
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002.
CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I, Steven D. Ezell, certify that:

I have reviewed this quarterly report on Form 10-Q of Moore's Lane Properties, Ltd.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have;

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 its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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 fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer 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 the registrant's board of directors (or persons performing the equivalent function);

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

	MOORE'S LANE PROPERTIES, LTD.
		By:	222 PARTNERS, INC.
			General Partner
Date: November 15, 2004			By:	:/s/ Steven D. Ezell
				President

MOORE'S LANE PROPERTIES, LTD.
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002.
CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, Michael A. Hartley, certify that:

I have reviewed this quarterly report on Form 10-Q of Moore's Lane Properties, Ltd.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have;

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 its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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 fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer 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 the registrant's board of directors (or persons performing the equivalent function);

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

	MOORE'S LANE PROPERTIES, LTD.
		By:	222 PARTNERS, INC.
			General Partner
Date: November 15, 2004			By:	:/s/ Michael A. Hartley
				Vice President

MOORE'S LANE PROPERTIES, LTD.

Exhibit 32.1

CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Moore's Lane Properties, Ltd., on Form 10-Q for the quarter ended September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, serving as the President of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd., 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

Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	MOORE'S LANE PROPERTIES, LTD.
		By:	222 PARTNERS, INC.
			General Partner
Date: November 15, 2004			By:	:/s/ Steven D. Ezell
				President

Exhibit 32.2

CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Moore's Lane Properties, Ltd. on Form 10-Q for the quarter ended September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Hartley, serving as the the Vice president of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd., 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

Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	MOORE'S LANE PROPERTIES, LTD.
		By:	222 PARTNERS, INC.
			General Partner
Date: November 15, 2004			By:	:/s/ Michael A. Hartley
				Vice President

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.

	MOORE'S LANE PROPERTIES, LTD.
	By: 222 PARTNERS, INC.
		General Partner
Date: November 15, 2004		By: Steven D. Ezell
			President
Date: November 15, 2004		By: Michael A. Hartley
			Vice-president