UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X]Form 10-K [ ]Form 20-F [ ]Form 10-Q [ ]Form N-
SAR
For Period Ended: June 30, 2001
Read Instructions (on back page) Before Preparing Form. Please
Print or Type.
Nothing in this Form Shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s)to which the notification relates:
PART I - REGISTRANT INFORMATION
All-State Properties L.P.
Full Name of Registrant
Former Name if Applicable
Mailing Address:
5500 NW 69th Avenue P.O. Box 5524, Fort Lauderdale, FL
33310-5524
Address of Principal executive Officer (Street and Number)
Lauderhill, FL 33319
City, State and Zip Code
PART II - RULES 12b-25(b) and (C)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
| (a) The reasons described in reasonable detail in Part
III of this
| form could not be eliminated without unreasonable
effort or
| expense;
[X}| (b) The subject annual report or semi-annual
report/portion thereof
| will be filed on or before the fifteenth calendar
day following
| the prescribed due date; or the subject quarterly
| report/portion thereof will be filed on or before
the fifth
| calendar day following the prescribed due date;
| and
[X}| (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
SEC 1344 (9-88)
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-
K, 20-F, 10-Q or N-SAR or portion thereof, could not be filed
within the prescribed time period.
Financial and other data necessary to complete the
Registrant's form 10-K for the fiscal year ended June 30, 2001
could not be compiled within the prescribed time.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Stanley Rosenthal 954 572-
2112
(Name) (Area Code) (Telephone
Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) been
filed? If answer is no, identify report(s).
[X]Yes [ ]No
(3) It is anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof:
[X]Yes [.]No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
All-State Properties L.P.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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.
Date September 13, 2001 By Stanley Rosenthal,
General Partner
INSTRUCTION: This form may be signed by an executive officer
of the registrant or by any other duly authorized
representative. The name and title of the person signing
the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive
officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the
form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
(1) This Form is required by Rule 12B-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
(2) One signed original and four conformed copies of this Form
and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549,
in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or
filed with the Form will be made a matter of public record
in the Commission files.
(3) A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on
which any class of securities of the registrant is
registered.
(4) Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been
correctly furnished. This Form shall be clearly identified
as an amendment notification.
Attachment for:
PART IV - OTHER INFORMATION (Paragraph 3)
The Company's major asset is its partnership interest in Unicom
Partnership Ltd. Tunicom L.L.C. ("Tunicom") is the successor to Unicom
Partnership Ltd. On August 16, 2000, Tunicom sold the adult rental
retirement facility, including the real property and certain tangible
and intangible assets, for a purchase price of $47,159,295. After
giving effect to the deposit of $4,500,000 previously accounted for,
the existing mortgage in the amount of $26,720,254 and various
adjustments, Tunicom received net proceeds of $16,379,732. Tunicom
distributed $15,500,000 to its partners and All-State Properties
L.P.'s share was approximately $4,700,000, 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.
Revenue for the nine months ended March 31, 2001 includes additional
income in the amount of $5,150,666 from real estate partnerships
resulting from the realization of a $4,407,944 (All-State Properties'
share) allowance for loss that had been previously deducted against
the investment in Tunicom and the balance from the adjustment of the
Company's equity in the partnerships.