FORM 10-QUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERTHE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003DECEMBER 31, 2006
COMMISSION FILE NUMBER 0-
128950-12895
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 Registrantregistrant (1) has filed all
reports required to be filed by Section 13 or 15(D)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.days
YES X
NO
Indicate by check mark whether the registrant is a large
accelerated filer, and accelerated filer, or a non-accelerated
filer. See definition of ?accelerated filer and large accelerated
filer? in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer X
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(CONTINUED)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
YES
NO X
Indicate the number of limited partnership units outstanding as
of the latest practicable date.
Class Outstanding at September 30, 2003December 31, 2006
Limited Partnership Units 3,118,303 Units
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A is being filed by All-State
Properties, L.P. solely to amend the Report of Independent
Registered Pubic Accounting Firm included in our Quarterly Report
on Form 10-Q (?Original Filing?) for the three months ended
December 31, 2006, filed with the Commission on February 14, 2007
that erroneously took responsibility and omitted reference to the
Company?s predecessor auditors who expressed an unqualified
opinion on our June 30, 2006 fiscal year-end financial
statements.
Except as discussed above, no other changes have been made to the
Original Filing. Accordingly, this Form 10-Q/A does not reflect
events occurred after the Original Filing or modify or update
those disclosures affected by subsequent events. The filing of
this Amendment is not a representation that any statements
contained in the Amendment are true or complete as of any date
subsequent to the Original Filing.
In addition, in accordance with applicable SEC rules, this Form
10-Q/A includes updated certifications from our General Partner.
Page 1
ALL-STATE PROPERTIES L.P.
FORM 10-Q QUARTERLY REPORT
THREE MONTHS ENDED SEPTEMBER 30, 2003
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 - 122-14
PART II ? OTHER INFORMATION
ITEM 1 Legal Proceedings 13
ITEM 2 Changes in 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 1315
Signatures 1416
Certifications 15 - 1617-19
Page 2
ITEM 1 FINANCIAL STATEMENTS
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
REVIEW FINANCIAL STATEMENTS
AND SCHEDULES
THREE MONTHS AND SIX MONTHS
ENDED SEPTEMBER 30, 2003DECEMBER 31, 2006
Page 23
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2003DECEMBER 31, 2006
I N D E X
PAGE
Report of Independent Accountant?s Report 3Registered Public
Accounting Firm 4-5
FINANCIAL STATEMENTS:
Condensed Balance Sheets 46
Condensed Statements of Operations 57
Condensed Statements of Cash Flows 68-9
Notes to Condensed Financial Statements 7 - 8
SUPPLEMENTAL INFORMATION:
Exhibit - Computation of Income (Loss)
Per Partnership Unit 12
Condensed Financial Information for
Real Estate Partnership:
Condensed Balance Sheet 10
Condensed Profit and Loss Information 1110-14
Page 3 (1 of 2)
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-07664
REPORT OF INDEPENDENT ACCOUNTANT?S REPORTREGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
All-State Properties, L.P.
Lauderhill, Florida
We have reviewed the accompanying condensed balance sheet of All-StateAll-
State Properties L.P. as of September 30, 2003December 31, 2006 and the related
condensed statements of operation and cash flows for the three-
month and six-month periods ended September 30, 2003December 31, 2006 and 2002.2005.
These financial statements are the responsibility of the
partnership?s management.
We conducted our reviewreviews in accordance with the standards established
byof the
American Institute of Certified Public Accountants.Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of
applying analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit in accordance with generally accepted auditingthe
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,reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
financial statements referred to above for them to be in
conformity with the generally accepted accounting principles.
We have previously audited, in accordance with auditing standards
generally acceptedprinciples in
the United States of America,America.
In accordance with the standards of the Public Company Accounting
Oversight Board, the balance sheet of All-State Properties L.P.
as of June 30, 2003,2006, and the related statements of operation,operations,
partners? capital (deficiency) and cash flows for the year then
ended (not presented herein); and in our report September 12,
2003, we were audited by other auditors who
have ceased operations. Those auditors expressed an unqualified
opinion on those financial statements. In our opinion,statements in their report dated
September 15, 2006.
Page 5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(CONTINUED)
As discussed in Note 7, the information set forthCompany plans to either consummate a
reverse merger with an unrelated party or, if not consummated,
liquidate and distribute its retaining net assets. This indicates
that the Company may not continue in business in the future.
MORRISON, BROWN, ARGIZ & FARRA, LLP
Miami, Florida
February 9, 2007
Page 3 (2 of 2)
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
INDEPENDENT ACCOUNTANT?S REPORT
(CONTINUED)
accompanying condensed balance sheet as of June 30, 2003, 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
November 25, 2003
Page 46
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2003DECEMBER 31, 2006 AND JUNE 30, 2003
(UNAUDITED)
SEPTEMBER2006
DECEMBER JUNE
30TH 30TH
Assets31, 30,
2 0 0 36 2 0 0 36
ASSETS (UNAUDITED)
Cash $ 2,817920 $ 7,566961
Interest receivable 6,500 -
Investment in real estate
in
partnershipslimited liability company ?
related parties 298,173 299,582
Total Assets448,905 237,170
TOTAL ASSETS $ 300,990456,325 $ 307,148
Liabilities and Partners' Capital
Liabilities:238,131
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
LIABILITIES:
Accounts payable and other
liabilities $ 16,1951,025 $ 15,545
Partnership distributions payable 10,152 10,15224,378
Deferred revenue ? related party 68,207- 68,207
Notes payable ? related party 40,000 34,000
$ 134,554 $ 127,904242,097 185,809
243,122 278,394
PARTNERS? CAPITAL (DEFICIENCY):
Partners' Capital $ 362,615 $ 374,024213,203 154,517
Notes receivable - officers/partners (196,179)- (194,780)
213,203 (40,263)
TOTAL LIABILITIES AND PARTNERS'
CAPITAL (DEFICIENCY) $ 166,436456,325 $ 179,244
Total Liabilities and Partners'
Capital $ 300,990 $ 307,148
See accompanying notes and accountant?s review report.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
2 0 0 3 2 0 0 2
REVENUES:
Profit (loss) from real estate
Partnerships ? related parties $ (1,409) $ (3,016)
Other 1,399 1,431
$ (10) $ (1,585)
COST AND EXPENSES:
Selling, general and
administrative $ 11,249 $ 3,661
Interest expense 150 -
$ 11,399 $ 3,661
Net Income (Loss) $ (11,409) $ (5,246)
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING 0.00 0.00
CASH DISTRIBUTIONS PER UNIT 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
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
2 0 0 3 2 0 0 2
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ - $ 34
Cash paid for selling, general and
administrative expenses (10,749) (17,129)
Net Cash Consumed by
Operating Activities $ (10,749) $ (17,095)
CASH FLOW FROM FINANCING ACTIVITIES:
Notes payable
Related party $ 6,000 $ -
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS $ (4,749) $ (17,095)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 7,566 34,348
CASH AND CASH EQUIVALENTS AT END
END OF PERIOD $ 2,817 $ 17,253
RECONCILIATION OF NET (LOSS) INCOME
TO NET CASH CONSUMEDBY
OPERATING ACTIVITIES:
Net (Loss) Income $ (11,409) $ (5,246)
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
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
ADJUSTMENTS TO RECONCILE NET (LOSS)
INCOME TO NET CASH CONSUMED
BY OPERATING ACTIVITIES:
2 0 0 3 2 0 0 2
(Income) Loss of real estate part-
nerships $ 1,409 $ 3,016
Changes in Assets and Liabilities:
(Increase) in accrued interest
receivable (1,399) (1,398)
Increase (decrease) in accounts
payable 650 (13,467)
Total adjustments $ 660 $ (11,849)
NET CASH CONSUMED BY
OPERATING ACTIVITIES $ (10,749) $ (17,095)238,131
See accompanying notes and accountant?s review report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2006 AND 2005
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2 0 0 6 2 0 0 5 2 0 0 6 2 0 0 5
REVENUES:
Equity in income
(loss) of real
estate limited
liability company
- related party $ 217,232 $ (7,137) $ 211,736 $ (11,127)
Realization of
deferred revenue 68,207 - 68,207 -
285,439 (7,137) 279,943 (11,127)
COST AND EXPENSES:
General and
administrative 19,706 6,748 27,389 23,906
Write-off of
accrued interest
receivable 48,423 - 48,423 -
Interest expense 2,880 2,274 5,588 4,434
71,009 9,022 81,400 28,340
NET INCOME (LOSS) $ 214,430 $ (16,159) $ 198,543 $ (39,467)
NET INCOME (LOSS) PER
PARTNERSHIP UNIT $ 0.08 $ (0.01) $ 0.08 $ (0.01)
CASH DISTRIBUTIONS PER
UNIT NONE NONE NONE NONE
See accompanying notes and accountant?s review report.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31,
(UNAUDITED)
2 0 0 6 2 0 0 5
CASH FLOW FROM OPERATING ACTIVITIES:
Cash paid for general and
administrative expenses $ (50,741) $ (17,143)
Interest paid - (5,400)
Net Cash Used by
Operating Activities (50,741) (22,543)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from notes payable -
related party 50,700 15,000
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (41) (7,543)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 961 8,759
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 920 $ 1,216
See accompanying notes and accountant?s review report.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31,
(UNAUDITED)
2 0 0 6 2 0 0 5
RECONCILIATION OF NET INCOME
TO NET CASH USED BY
OPERATING ACTIVITIES:
Net Income (Loss) $ 198,543 $ (39,467)
ADJUSTMENTS TO RECONCILE NET
INCOME (LOSS) TO NET CASH USED
BY OPERATING ACTIVITIES:
Equity in (Income) loss of real
Estate limited liability company ?
related party (211,735) 11,127
Recognition of deferred revenue (68,207) -
Interest expense 5,588 -
Interest receivable write-off 48,423 -
Changes in Assets and Liabilities:
(Decrease) increase in accounts
payable (23,353) 6,763
Decrease in notes payable related
parties - (966)
Total adjustments (249,284) 16,924
NET CASH USED BY
OPERATING ACTIVITIES $ (50,741) $ (22,543)
See accompanying notes and accountant?s review report.
Page 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2003DECEMBER 31, 2006
(UNAUDITED)
1. ORGANIZATION AND 2002
1. UNAUDITED INTERIM FINANCIAL INFORMATION
The management ofOPERATIONS
All-State Properties L.P. (a limited partnership) (the
Company) is responsible for the
accompanying unaudited interim financial statements and the
related information included in these notes to the unaudited
interim financial statements. In the opinion of management,
the unaudited interim financial statements reflect all
adjustments, consisting of normal recurring adjustments
necessary for the fair presentation of the Company?s
financial position and results of operations and cash flows
for the period presented. Results of operations of interim
periods are not necessarily indicative of the results to be
expected for the entire year.
These unaudited interim financial statements should be read
in conjunction with the audited financial statements of the
Company as of and for the fiscal year ended June 30, 2003
included in the Company?s Annual Report on Form 10-K for such
year as filed with the Securities and Exchange Commission
(the ?Commission?).
2. 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 owns a 36.12% member interest in Tunicom LLC, a
Florida limited liability company (?Tunicom?). The Tunicom
interest is the only significant asset of the Company. The
Company has no operating business and no source of operating
income.
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 in all material respects, of the information
contained therein. Certain information and footnote
disclosures 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
and related notes included in the Company?s principal business has been land developmentAnnual Report on
Form 10-K for the fiscal year ended June 30, 2006.
Operating results for the quarter and the construction and salesix months ended
December 31, 2006 are not necessarily indicative of residential housing in
Broward County, Florida. However, it has completed its land
development activities and the
sale of residential housing.results expected for the full year.
Page 811
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002DECEMBER 31, 2006
(UNAUDITED)
2. BASIS OF PRESENTATION (CONTINUED)
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
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 LLCINVESTMENT IN REAL ESTATE LIMITED LIABILITY COMPANY ?
OPERATIONSRELATED PARTY
On August 16, 2000,December 19, 2006, Tunicom sold the adult rental retirement
facility, including the real propertyits sole asset, five acres
of undeveloped commercial and certain tangible
and intangible assets,residential land located in
Lauderhill, Florida for a total purchase price of $47,159,295.
After giving effect$1,800,000.
A fee of $250,000 is to a deposit of $4,500,000 previously
accounted for, the existing mortgage in the amount of
$26,720,254 and various adjustments,be paid by Tunicom received net
proceeds of $16,379,732.
Tunicom distributed $16,200,000 to its partners and All-State
Properties, L.P.?s share was approximately $5,800,000, which
was used to pay the Company?s outstanding debentures and
accrued interest in the amount of $2,638,324 and liabilities
in the amount of $769,038.
Tunicom retained approximately five acres of the adult
retirement facility and is currently developing the property
for future sale of the site as an assisted living facility.
Page 9 (1 of 3)
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 September 30, 2003.
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 Tracefor his assistance in obtaining
necessary permits 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 has now entered into an agreement of
purchase and sale to sell the property for $1,700,000. Closing
the transaction at that price, however, is 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 3)
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,consents, governmental and otherwise,
required under the agreement of purchase and sale and also
for assistinghis assistance to the buyer in securing the required
financing. The
general partner of All-State Properties L.P. isTunicom?s arrangement with the president of
the manager of Tunicom.
As a condition of the sale, the buyer has also
insisted that All-State Properties L.P.?s general partner agree
to manage the facility once built. There can be no assurance that
the transaction contemplated by the agreement of purchase and
sale will close.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
None.
ITEM 4 CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company?s general
partner after evaluatingwas unanimously approved by the effectivenessmembers of our disclosure controlsTunicom
with the Company and procedures (as
definedits general partner abstaining in Exchange Act Rules 13a ? 14) asMay
2002. In conjunction with Tunicom?s sale, the Company
recognized $68,207 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 informationdeferred revenue relating to the Company would be
made knownsame
land sold to them by others within the Company, particularly
during the periodTunicom in which this annual report was being prepared.
Page 9 (3 of 3)
ITEM 4 CONTROLS AND PROCEDURES (CONTINUED)
(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.
Page 10
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP
TUNICOM LLC
CONDENSED BALANCE SHEET
AS OF SEPTEMBER 30, 2003 AND JUNE 30, 2003
(UNAUDITED)
SEPTEMBER JUNE
30, 2003 30, 2003
ASSETS:
Land and development costs $ 778,759 $ 783,253
Cash 16,730 31,773
Notes receivable and accrued
interest ? related party 10,375 10,225
Prepaid expenses 30,025 30,025
Total $ 835,889 $ 855,276
LIABILITIES AND PARTNERS' CAPITAL:
Accounts payable and other
liabilities $ 10,633 $ 26,118
Partners' capital 825,256 829,158
Total $ 835,889 $ 855,276
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 ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
(UNAUDITED)
2 0 0 3 2 0 0 2
REVENUES:
Interest and other $ 158 $ 253
Total income $ 158 $ 253
EXPENSES:
General and administrative $ 4,060 $ 5,602
Taxes and insurance - 3,000
Total expenses $ 4,060 $ 8,602
NET INCOME (LOSS) $ (3,902) $ (8,349)
See accompanying notes and accountant?s review report.prior period.
Page 12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBITNOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(UNAUDITED)
4. NOTES RECEIVABLE ? PARTNERS
The Company has written off notes receivable attributable to
the issuance of certain equity units that had been
previously reflected as a reduction of partners? capital.
Based on the sale of the Tunicom land, the Company estimates
after projected expenses approximately $6,500 will be due
these unit owners. This amount will be offset against
accrued interest of $54,923 due from these unit owners. The
balance of $48,423 has been written-off.
5. ACQUISITION AGREEMENT - COMPUTATIONLETTER OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
2 0 0 3 2 0 0 2
Partnership unitsINTENT
In July 2006 and subsequently amended the Company entered
into a letter of intent (?LOI?) with Hubei Longdan
Biological Medicine Technology Co. Ltd. (?Longdan?), a
company organized under the laws of the People Republic of
China (the ?PRC?). Longdan is engaged in the production and
sale of pharmaceutical products in the PRC.
Under the LOI, the Company and Longdan agreed to certain
terms for the acquisition by the Company of all of the
outstanding 3,118,303 3,118,303
Net (Loss) Income $ (11,409) $ (5,246)
Net (Loss) Income Per Partnership
Unit $ 0.00 $ 0.00
See accompanying notescapital stock of Longdan (the ?Acquisition?).
The LOI has expired by its terms but the Company and accountant?s review report.Longdan
have continued to negotiate the terms of a possible
Acquisition.
Under the terms of the LOI, it was contemplated that the
Company would convert from a limited partnership to a
Delaware corporation and form a Delaware corporation into
which Longdan would merge. However, Longdan has advised the
Company that the laws of the PRC place limitations on the
foreign ownership of Chinese companies. In addition, there
have been changes in the business of Longdan that, together
with the limitation on foreign ownership, have required a
renegotiation of the terms of the possible Acquisition.
Page 13
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(UNAUDITED)
5. ACQUISITION AGREEMENT - LETTER OF INTENT (CONTINUED)
In anticipation of the possible Acquisition, on December 20,
2006, Longdan entered into certain agreements with Longdan
International Inc., a newly-formed company incorporated
under the laws of Nevis (?Longdan International?). Longdan
International is a variable interest entity that is
permitted to consolidate its financial statements with
Longdan, the operating entity with which it has qualifying
contractual arrangements.
The Company has reached an informal unwritten agreement in
principal with Longdan International on revised terms of an
Acquisition that if consummated would result in Longdan
International?s shareholders receiving shares of the Company
equal to approximately eighty nine percent (89%) of the
Company?s issued and outstanding capital stock for their
shares of Longdan International with the balance of
approximately eleven percent (11%) of the outstanding
capital stock of the Company being held by the Company?s
existing partners. The Company is currently negotiating the
terms of a definitive agreement with Longdan and Longdan
International. There can be no assurance that the
acquisition will be completed by the parties.
6. SUBSEQUENT EVENTS
In January 2007, Tunicom distributed a net amount of
$1,270,000 to its members, of which the Company?s share was
$458,644. From the distribution paid to the Company, the
Company paid Tunicom $247,562 ($242,097 at December 31,
2006) representing the principal amount of, plus accrued and
unpaid interest on, related party loans made by Tunicom (the
?Tunicom Loan?) to pay the operating expenses of the
Company.
In February 2007, the Company made a final distribution to
its partners in an aggregate amount of $211,082, or
approximately $0.05 per partnership unit. The Company has
approximately $50,000 of cash set aside for the payment of
estimated expenses through June 30, 2007.
The Company is having ongoing discussions in negotiating the
reverse merger acquisition with Longdan, however, the
Company can provide no assurances as to when or if the
proposed acquisition will occur or, if it does, on the final
terms of the acquisition.
Page 14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(UNAUDITED)
7. BUSINESS CONTINUITY
These financial statements have been prepared on a going
concern basis. As previously discussed, as of February 6,
2007, the Company has realized its last remaining assets,
liquidated all liabilities and has distributed all cash
except for approximately $50,000. This cash will be used to
pay expenses and to continue the plan to acquire Longdan
through a reverse acquisition by fiscal year-end, June 30,
2007. If the Company does not reach a satisfactory agreement
with Longdan or fails to receive approval for the
Acquisition from its partners, it intends to dissolve the
Company. This situation indicates that the Company may not
continue in business in the future.
Page 15
ALL-STATE PROPERTIES, L.P.
PART II -? OTHER INFORMATION
ITEM 16 ? Legal Proceedings
None.
ITEM 2 - Changes in Securities and UseEXHIBITS AND REPORTS ON FORM 8-K
Exhibit
Number Exhibit Description
(31) Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 302 of Proceeds
There were no changes in the rightSarbanes-Oxley Act of
limited partners
during2002 (Page 17-18).
(32) Certification of Chief Executive Officer
(General Partner) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of 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 - SubmissionSarbanes-Oxley Act 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 August2002 (Page 19).
Page 16 2000.
Page 14
SIGNATURES
Pursuant to the requirementrequirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrantthe registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ALL-STATE PROPERTIES L.P.
By: __________________________/s/ Stanley R. Rosenthal
STANLEY ROSENTHAL
General Partner
Dated: November 25, 2003Date: September 24, 2007
Page 15 (1 of 2)17
EXHIBIT 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF
ALL-STATE PROPERTIES L.P.
CERTIFICATIONSPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stanley Rosenthal, certify that:
1. I have reviewed this quarterly report on Form 10-Q10-Q/A of All-
State Properties L.P.;
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant?s otherAs the registrants certifying officers andofficer, I aream responsible for
establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-1413a-15(e) and
15d-14)15d-15(e) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is
made knownknow to us by others within those entities,
particularly during the period in which this quarterly report is
being prepared;
b) designed such internal control over financial reporting,
or caused such internal control over financial reporting
to be designed under my supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
c) 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 quarterly report (the
?Evaluation Date?); and
c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation
Date;end of the period
covered by this report based on such evaluation; and
d) 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 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)18
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF
ALL-STATE PROPERTIES L.P.
CERTIFICATIONSPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(CONTINUED)
5. TheAs the registrant?s other certifying officers andofficer, 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)functions):
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;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 quarterly 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.controls.
Date: November 25, 2003
_____________________September 24, 2007
By: /s/Stanley R. Rosenthal
Stanley Rosenthal
General Partner
Page 1619
EXHIBIT 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
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 three months
ended September 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the ?Report?), I, Stanley R. 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 Reportthat the quarterly report on Form 10-Q/A of All-
State Properties L.P. for the three months ended December 31,
2006 fully complies with the requirements of sectionSection 13(a) orand
15(d) of the Securities Exchange Act of 1934;1934, as amended; and
Thethat information contained in the Reportsuch quarterly report on Form 10-
Q/A fairly presents, in all material respects, the financial
condition and results of operations of the Company.All-State Properties L.P.
Date: November 25, 2003
_____________________September 24, 2007
By: /s/Stanley R. Rosenthal
Stanley Rosenthal
General Partner