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, 2005 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, 2005
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, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 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-6/29
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure III-1
ITEM 9A Controls and Procedures III-1
ITEM 9B Other Information 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, 2005
I N D E X
PART IV
ITEM 15. Exhibits, Financial Statement Schedules 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 could 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
(b)(1) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)
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. However, Tunicom
subsequently entered into a contract with a new prospective purchaser to
sell the property for a price of $1,800,000. Tunicom signed a Letter of
Intent on June 21, 2004 and received refundable deposits totaling
$50,000 from the prospective purchaser. The same fee at closing
mentioned above will be applicable. The closing on the sale of the
property is expected to occur in March 2006.
(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, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
(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,
2005. The Company has no knowledge of other transactions. Therefore, no
bid and asked prices could be ascertained.
(b) As of June 30 2005, there were 1,328 holders of
record of 3,117,424 limited partnership interests.
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 5 2 0 0 4 2 0 0 3 2 0 0 2 2 0 0 1
REVENUE:
Equity in net earnings
(Loss) of real estate
partnerships $ (17,667) $ (20,643) $ (10,082) $ (13,438) $ 6,872,555
Other income - - 5,594 7,624 59,564
Total $ (17,667) $ (20,643) $ (4,488) $ (5,814) $ 6,932,119
Income (Loss) before
Extraordinary Items $ (72,285) $ (69,206) $ (56,121) $ (85,154) $ 6,843,331
Net Income (Loss) $ (72,285) $ (69,206) $ (56,121) $ (85,154) $ 6,843,331
Per Share/Unit -
fully diluted:
Net income (Loss) be-
fore Extraordinary Items $ (0.02) $ (0.02) $ (0.02) $ (0.03) $ 2.19
Net Income (Loss) $ (0.02) $ (0.02) $ (0.02) $ (0.03) $ 2.19
SELECTED BALANCE SHEET DATA
Total Assets $ 270,031 $ 302,025 $ 307,148 $ 345,222 $ 658,146
Notes, mortgages and con-
struction loans $ 152,696 $ 112,128 $ 34,000 $ - $ -
Total $ 152,696 $ 112,128 $ 34,000 $ - $ -
Cash Dividends Declared
Per Share/Unit $ NONE $ NONE $ NONE $ NONE $ 0.40
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 5 2 0 0 4 2 0 0 3 2 0 0 2 2 0 0 1
Sales and rental
of real estate $ - $ - $ - $ - $ 21,705,571
Lease Income - - - - -
Interest and other
income 8,230 1,510 778 1,356 2,226,737
Total Revenues $ 8,230 $ 1,510 $ 778 $ 1,356 $ 23,932,308
Net Income(Loss)
Before Extra-
ordinary Items $ (47,827) $ (57,152) $ (28,161) $ (39,927) $ 22,636,326
Net Income(Loss) $ (47,827) $ (57,152) $ (28,161) $ (39,927) $ 22,636,326
SELECTED BALANCE
SHEET DATA
Total Assets $ 1,060,073 $ 959,883 $ 855,276 $ 866,154 $ 763,142
Partners' Cash
Distributions $ - $ - $ - $ - $ 16,417,256
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,
results of operations, liquidity and capital resources should be read in
conjunction with our financial statements and notes thereto.
YEAR ENDED JUNE 30, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004
The net loss for the year ended June 30, 2005 as compared to the year
ended June 30, 2004 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, 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.
LIQUIDITY AND CAPITAL RESOURCES
During the years ended June 30, 2005 and June 30, 2004, cash used by
operations was $47,327 and $61,480, respectively, primarily for the
payment of general and administrative expenses. Since the company has no
operating revenues, funds were advanced from a related party who
advanced $33,000 and $77,000 in the years ended June 30, 2005 and 2004,
respectively. The Company will continue to obtain funds from the related
party to pay for future operating expenses. Through its investment in
the real estate partnership, Tunicom LLC, the company expects to receive
cash of approximately $500,000 in connection with Tunicom LLC?s sale of
land which is anticipated to occur in March 2006. The related party
advances will be repaid from the proceeds of the sale.
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, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004
The net loss for the year ended June 30, 2005 as compared to the year
ended June 30, 2004 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 ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION ?
TUNICOM LLC
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.
LIQUIDITY AND CAPITAL RESOURCES
During the years ended June 30, 2005 and June 30, 2004, cash used by
operations was $51,097 and $54,283, respectively, primarily for the
payment of administrative expenses and interest. The Company received
financing from a lender in the amounts of $97,362 and $148,101 during
the years ended June 30, 2005 and June 30, 2004. The Company advanced
funds to a related party, All State Properties L.P. in the amounts of
$33,000 and $77,000 in the years ended June 30, 2005 and 2004,
respectively, and will continue to do advance funds to the related party
as needed. Tunicom LLC is currently in the process of selling land for a
purchase price of $1,800,000, and the Company anticipates receiving net
closing proceeds of approximately $1,300,000. The sale is expected to
occur in March 2006.
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, 2005, 2004 AND 2003
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 Partners? Capital (Deficit) II-10
Statements of Cash Flows II-11/12
Notes to Financial Statements II-13/17
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, 2005, and 2004 and the related statements of
operations, partners? capital and cash flows for each of the three years
in the period ended June 30, 2005. 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, 2005 and 2004 and the results of its
operations and its cash flows for each of three years in the period
ended June 30, 2005 in conformity with United States generally accepted
accounting principles.
September 1, 2005
II-7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 2005 AND 2004
(AUDITED)
A S S E T S
JUNE 30
2 0 0 5 2 0 0 4
Cash $ 8,759 $ 23,086
Investment in real estate
partnership ? related parties 261,272 278,939
Total Assets $ 270,031 $ 302,025
LIABILITIES AND PARTNERS? CAPITAL
LIABILITIES:
Partnership distributions
payable $ - $ 10,152
Deferred revenue ? related
party 68,207 68,207
Accounts payable and
other liabilities 11,375 1,500
Notes payable ? related
parties including accrued
interest of $8,696 and $1,128, respectively 152,696 112,128
232,278 191,987
COMMITMENTS AND CONTINGENCIES
PARTNERS? CAPITAL:
Partners? capital
(3,772,419 units authorized,
3,118,065 units outstanding) 232,533 304,818
Notes receivable-officers/
partners including accrued
interest of $54,923 in 2005 and 2004 (194,780) (194,780)
37,753 110,038
TOTAL LIABILITIES AND PARTNERS?
CAPITAL $ 270,031 $ 302,025
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, 2005, 2004 AND 2003
(AUDITED)
2 0 0 5 2 0 0 4 2 0 0 3
REVENUES:
Equity in loss of real
estate partnership -
related parties $ (17,667) $ (20,643) $ (10,082)
Interest income - - 5,594
(17,667) (20,643) (4,488)
COST AND EXPENSES:
General and
administrative
expenses 47,050 44,645 51,408
Interest 7,568 3,918 225
Total 54,618 48,563 51,633
NET INCOME (LOSS) $ (72,285) $ (69,206) $ (56,121)
NET INCOME OR (LOSS)
PER PARTNERSHIP UNIT $ (0.02) $ (0.02) $ (0.02)
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 PARTNERS? CAPITAL
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTES
RECEIVABLE TOTAL
NUMBER GENERAL LIMITED OFFICERS/ PARTNERS?
OF UNITS PARTNER PARTNERS PARTNERS CAPITAL
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)
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
Net Partners (Loss) Distributions - - (72,285) - (72,285)
BALANCE - June 30, 2005 3,118,065 $ 2 $ 232,531 $ (194,780) $ 37,753
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, 2005, 2004 AND 2003
(AUDITED)
YEARS ENDED JUNE 30,
2 0 0 5 2 0 0 4 2 0 0 3
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Cash paid for general and
administrative expenses $ (37,175) $ (58,690) $ (49,650)
Interest paid - (2,790) -
Payment for shares escheated (10,152) - (11,132)
Net Cash (Used)
Provided by Operating
Activities (47,327) (61,480) (60,782)
Cash Flows from Financing
Activities:
Proceeds (payments) on
note-related party - net 33,000 77,000 34,000
Net Cash Provided
(Used) by Financing
Activities 33,000 77,000 34,000
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (14,327) 15,520 (26,782)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 23,086 7,566 34,348
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 8,759 $ 23,086 $ 7,566
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, 2005, 2004 AND 2003
(AUDITED)
YEARS ENDED JUNE 30,
2 0 0 5 2 0 0 4 2 0 0 3
Reconciliation of net income(Loss)
to net cash (used) provided
by operating activities:
Net Income (Loss) $ (72,285) $ (69,206) $ (56,121)
Adjustments to reconcile net
(Loss) to net cash (used)
provided by operating
activities:
(Profit) Loss from real
estate partnership ?
related parties 17,667 20,643 10,082
Changes in assets and liabilities:
Decrease in other assets - - 1,210
Increase in accrued interest ?
related party notes (net) 7,568 1,128 -
(Increase) decrease in
notes receivable-partners - - (5,543)
(Decrease) increase in accounts
payable and other liabilities 9,875 (14,045) 722
(Decrease) in partnership
distributions payable (10,152) - (11,132)
Total Adjustments 24,958 7,726 (4,661)
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (47,327) $ (61,480) $ (60,782)
NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Undistributed earnings in
partnerships ? related
parties $ 17,667 $ 20,643 $ 10,082
Income (loss) from real
estate partnership
related parties $ (17,667) $ (20,643) $ (10,082)
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, 2005, 2004 AND 2003
(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, 2005, 2004 AND 2003
(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 Instruments
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, 2005.
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.
II-14 (1 of 3)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
J. 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.
K. Recent Accounting Pronouncements
In December 2003, FASB issued FIN 46(R) which deferred the
effective date of the FASB Interpretation 46, Consolidation of
Variable Interest Entities ? an interpretation of ARB 51, for
entities with interest in a variable interest entity created
before February 2003. FIN 46(R) addresses consolidation by
business enterprises of variable interest entities for which
the controlling financial interest is achieved through
arrangement other than voting interests. Management has
evaluated its investment in the real estate partnership and the
impact of the adoption of FIN 46(R) on the Company?s financial
statements and has determined that the investment does not
fulfill the requirement of consolidation based on the adoption
of FIN46(R).
In November 2004, the FASB issued SFAS 151, Inventory Costs,
which revised ARB 43, relating to inventory costs. This
revision is to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling costs and spoilage.
SFAS 151 is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The Company does
not believe the adoption of SFAS 151 will have a material
impact on the Company?s financial statements.
In December 2004, the FASB issued SFAS 153, Exchanges of
Nonmonetary Assets, which changes the guidance in APB Opinion
29, Accounting for Nonmonetary Transactions. This Statement
amends Opinion 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do
not have commercial substance. SFAS 153 is effective during
fiscal years beginning after June 15, 2005. The Company does
not believe the adoption of SFAS 153 will have a material
impact on the Company?s financial statements.
II?14 (2 of 3)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
K. Recent Accounting Pronouncements (Continued)
In December 2004, the FASB issued SFAS 123(R), Share-Based
Payment, which is a revision of SFAS 123, Accounting for Stock-
Based Compensation. SFAS 123(R) is effective for public
companies for interim or annual periods beginning after June
15, 2005, supersedes APB Opinion 25, Accounting for Stock
Issued to Employees, and amends SFAS 95, Statement of Cash
Flows. SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values.
The Company does not believe the adoption of SFAS 123(R),
effective beginning September 1, 2005, will have a material
impact on the Company?s financial statements.
In March 2005, the FASB issued Financial Interpretation 47,
?Accounting for Conditional Asset Retirement Obligations ? an
interpretation of FASB Statement 143.? This Interpretation
clarifies use of the term conditional asset retirement
obligation in SFAS 143, ?Accounting for Asset Retirement
Obligation.? Under SFAS 143 and FIN 47, unconditional
obligations to perform asset retirement activities, even if the
timing or method of settlement are conditional, result in a
liability that must be recognized at fair value if the fair
value can be reasonably estimated. FIN 47 is effective no later
than the end of fiscal years ending after December 15, 2005.
The Company does not believe the adoption of FIN 47 will have a
material impact on the Company?s financial statements.
In May 2005, the FASB issued SFAS 154, ?Accounting Changes and
Error Corrections ? a replacement of APB Opinion No. 20,
?Accounting Changes?, and FASB Statement 3, ?Reporting
Accounting Changes in Interim Financial Statements?. SFAS 154
changes the requirements for the accounting for and reporting
of a change in accounting principle. This Statement requires
retrospective application of a change in accounting principle
to be limited to the direct effects of the change and be
applied to prior periods? financial statements unless it is
impracticable to determine either the period-specific effects
or the cumulative effect of the change. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. Therefore this
Statement did not impact the Company?s financial position or
results of operations, but may in future periods.
Page 14 (3 of 3)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTE 2 ? EQUITY (DEFICIENCY) IN PARTNERSHIP
The Company has a 36.12% interest in Tunicom LLC and the following
information summarizes the activity of the partnership for the years
ended June 30, 2005, 2004 and 2003:
2 0 0 5 2 0 0 4 2 0 0 3
Total assets $ 1,060,073 $ 959,883 $ 855,276
Total liabilities 336,980 187,877 26,118
Net assets $ 723,093 $ 772,006 829,158
Revenues $ 8,230 $ 1,150 788
Net Income (loss) $ (47,827) $ (57,152) (28,161)
Company?s share of net income $ (17,667) $ (20,643) (10,082)
Equity in net assets $ 261,272 $ 278,939 299,582
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 stopped based
on the estimated amount to be realized.
II-15
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(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, 2005, 2004 and 2003 was
$(72,000), $(72,000) and $(73,000), respectively, which approximates
income (losses) of ($0.02), ($0.02), and ($0.02) 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 5 2 0 0 4
Fees $ 10,175 $ 1,500
Other 1,200 -
$ 11,375 $ 1,500
NOTE 6 - PARTNERS? CAPITAL (DEFICIT)
The limited partnership, from inception through June 30, 2005, has
declared accumulated distributions of $1.25 per each partnership unit
outstanding.
The Company did not declare any distributions to its unit owners during
the years ended June 30, 2005, 2004 and 2003.
NOTE 7 ? NOTES PAYABLE
2 0 0 5 2 0 0 4
Related Parties:
Note payable Tunicom LLC
Unsecured 6% per annum demand note
unpaid interest of $8,696 and $1,128
included in notes, respectively. $ 152,696 $ 112,128
II-16
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(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 prior year. However, Tunicom
subsequently entered into a contract 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 has received refundable deposits of $50,000
from the prospective purchasers. The same fee at closing mentioned above
will be applicable. The closing on the sale of the property is expected to
occur in March 2006.
II-17
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
C O N T E N T S
PAGE
Report of Independent Registered Public Accounting Firm II-19
Financial Statements:
Balance Sheets II-20
Statements of Operations II-21
Statements of Partners? Capital (Deficit) II-22
Statements of Cash Flows II-23/24
Notes to Financial Statements II-25/29
II-18
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, 2005, and 2004 and the related statements
of operations, partners? capital and cash flows for each of the three years in
the period ended June 30, 2005. 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, 2005 and 2004, and the results of its
operations and its cash flows for each of the three years in the period ended
June 30, 2005, in conformity with United States generally accepted accounting
principles.
September 1, 2005, except for Note 4,
as to which the date is September 28, 2005
II-19
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
BALANCE SHEETS
JUNE 30, 2005 AND 2004
(AUDITED)
A S S E T S
JUNE 30
2 0 0 5 2 0 0 4
Land and development costs $ 813,809 $ 801,597
Cash 2,715 1,662
Funds held in escrow 50,000 -
Note receivable and accrued interest ?
related parties 164,610 123,380
Prepaid expenses 30,025 33,244
Total Assets $ 1,061,159 $ 959,883
LIABILITIES AND PARTNERS? CAPITAL
LIABILITIES:
Accounts payable and accrued
expenses $ 39,832 $ 39,301
Note payable ? line of credit including
accrued interest of $1,685 and $475,
respectively 247,148 148,576
Deposit on sale of land 50,000 -
COMMITMENTS AND CONTINGENCIES
PARTNERS? CAPITAL 724,179 772,006
TOTAL LIABILITIES AND PARTNERS?
CAPITAL $ 1,061,159 $ 959,883
See accompanying summary of accounting policies and notes
to financial statements.
II-20
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
2 0 0 5 2 0 0 4 2 0 0 3
REVENUES:
Interest and other
income $ 8,230 $ 1,510 $ 778
8,230 1,510 778
EXPENSES:
General and
administrative 23,127 52,347 28,939
Taxes and insurance 18,341 958 -
41,468 53,305 28,939
NET INCOME (LOSS) BEFORE
OTHER EXPENSES: (33,238) (51,795) (28,161)
OTHER EXPENSES:
Interest 14,589 5,357 -
NET INCOME (LOSS) $ (47,827) $ (57,152) $ (28,161)
See accompanying summary of accounting policies and notes
to financial statements.
II-21
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF PARTNERS? CAPITAL
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
2 0 0 5 2 0 0 4 2 0 0 3
PARTNERS? CAPITAL
- Beginning $ 772,006 $ 829,158 $ 857,319
Net loss (47,827) (57,152) (28,161)
PARTNERS? CAPITAL
- Ending $ 724,179 $ 772,006 $ 829,158
See accompanying summary of accounting policies and notes to financial
statements.
II?22
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
2 0 0 5 2 0 0 4 2 0 0 3
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Interest received $ - $ 230 $ 778
Cash paid - interest (13,379) (8,101) -
Cash paid ? suppliers,
employees and administrative
expenses (19,377) (45,454) (11,881)
Cash paid taxes and insurance (18,341) (958) -
Net Cash (Used)
Provided by Operating) (51,097) (54,283) (11,103)
Cash Flows from Investing
Activities:
Capital expenditures (12,212) (12,054) (59,843)
Net Cash Provided
(Used) by Investing
Activities (12,212) (12,054) (59,843)
Cash Flows from Financing
Activities:
Cash received (paid) ?
related party (33,000) (111,875) (10,000)
Cash received (paid)
notes and mortgages 97,362 148,101 -
Net Cash (Used) Provided
by Financing Activities 64,362 36,226 (10,000)
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 1,053 (30,111) (80,946)
CASH AND CASH EQUIVALENTS -
BEGINNING OF YEAR 1,662 31,773 112,719
CASH AND CASH EQUIVALENTS -
END OF YEAR $ 2,715 $ 1,662 $ 31,773
See accompanying summary of accounting policies and notes to financial
statements.
II-23
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
YEARS ENDED JUNE 30,
2 0 0 5 2 0 0 4 2 0 0 3
Reconciliation of net income
to net cash provided (used)
by operating activities:
Net Income (Loss) $ (47,827) $ (57,152) $ (28,161)
Adjustments to reconcile net
income (loss) to net cash provided
(used)by operating activities:
(Increase) land and development
costs $ - $ (6,290) $ -
(Increase) in funds held in
escrow (50,000) - -
(Increase) in accrued
interest ? notes receivable (8,230) (1,280) (225)
(Increase) Decrease in prepaid
assets 3,219 (3,219) -
Increase in accounts payable
and accrued expenses 531 13,183 17,283
Increase in accrued
interest payable 1,210 475 -
Increase in deposit on
sale of land 50,000 - -
Total Adjustments 3,270 2,869 17,058
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (51,097) $ (54,283) $ (11,103)
See accompanying summary of accounting policies and notes to financial
statements.
II-24
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Operations
Tunicom LLC (Hereafter Tunicom) (formerly known as Unicom
Partnership, Ltd.) was formed on October 27, 1986 to acquire
land from City Planned Communities (a former related entity
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 of the company consists 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, 2005.
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 partnership.
II?25
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(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 December 2003, FASB issued FIN 46(R) which deferred the
effective date of the FASB Interpretation 46, Consolidation of
Variable Interest Entities ? an interpretation of ARB 51, for
entities with interest in a variable interest entity created
before February 2003. FIN 46 addresses consolidation by
business enterprises of variable interest entities for which
the controlling financial interest is achieved through
arrangement other than voting interests. Management has
evaluated its investment in the real estate partnership and the
impact of the adoption of FIN 46(R) on the Company?s financial
statements and has determined that the investment does not
fulfill the requirement of consolidation based on the adoption
of FIN 46 (R).
In November 2004, the FASB issued SFAS 151, Inventory Costs,
which revised ARB 43, relating to inventory costs. This
revision is to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling costs and spoilage.
SFAS 151 is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The Company does
not believe the adoption of SFAS 151 will have a material
impact on the Company?s financial statements.
In December 2004, the FASB issued SFAS 153, Exchanges of
Nonmonetary Assets, which changes the guidance in APB Opinion
29, Accounting for Nonmonetary Transactions. This Statement
amends Opinion 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do
not have commercial substance. SFAS 153 is effective during
fiscal years beginning after June 15, 2005. The Company does
not believe the adoption of SFAS 153 will have a material
impact on the Company?s financial statements.
II-26
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H. Recent Accounting Pronouncements (Continued)
In December 2004, the FASB issued SFAS 123(R), Share-Based
Payment, which is a revision of SFAS 123, Accounting for Stock-
Based Compensation. SFAS 123(R) is effective for public
companies for interim or annual periods beginning after June
15, 2005, supersedes APB Opinion 25, Accounting for Stock
Issued to Employees, and amends SFAS 95, Statement of Cash
Flows. SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values.
The Company does not believe the adoption of SFAS 123(R),
effective beginning September 1, 2005, will have a material
impact on the Company?s financial statements.
In March 2005, the FASB issued Financial Interpretation 47,
?Accounting for Conditional Asset Retirement Obligations ? an
interpretation of FASB Statement 143.? This Interpretation
clarifies use of the term conditional asset retirement
obligation in SFAS 143, ?Accounting for Asset Retirement
Obligation.? Under SFAS 143 and FIN 47, unconditional
obligations to perform asset retirement activities, even if the
timing or method of settlement are conditional, result in a
liability that must be recognized at fair value if the fair
value can be reasonably estimated. FIN 47 is effective no later
than the end of fiscal years ending after December 15, 2005.
The Company does not believe the adoption of FIN 47 will have a
material impact on the Company?s financial statements.
In May 2005, the FASB issued SFAS 154, ?Accounting Changes and
Error Corrections? ? replacement of APB Opinion 20,
?Accounting Changes?, and FASB Statement 3, ?Reporting
Accounting Changes in Interim Financial Statements?. SFAS 154
changes the requirements for the accounting for and reporting
of a change in accounting principle. This Statement requires
retrospective application of a change in accounting principle
to be limited to the direct effects of the change and be
applied to prior periods? financial statements unless it is
impracticable to determine either the period-specific effects
or the cumulative effect of the change. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. Therefore this
Statement did not impact the Company?s financial position or
results of operations, but may in future periods.
II-27
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
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 $9,610 and
$1,280 is included in the notes for 2005 and 2004, respectively.
NOTE 3 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued
expenses at June 30, 2005 and
2004 consist of the following:
2 0 0 5 2 0 0 4
Accounts payable $ 31,992 $ 33,011
Real estate taxes 7,840 6,290
$ 39,832 $ 39,301
NOTE 4 ? NOTE PAYABLE ? LINE OF CREDIT
Tunicom has an outstanding unsecured line of credit with a financial
institution that accrued interest at 6% per annum through September 29,
2004 and accrues interest at prime plus 2% per annum (8% at June 30,
2005). The note which was scheduled to mature on September 29, 2005 was
renewed for additional year on September 28, 2005.
NOTE 5 ? COMMITMENTS AND CONTINGENCIES
A. Distributions
Presently, the cash flow that becomes available for distribution will
be distributed as follows:
As to the partners:
.1000% G.P. Unicom
.7662% to F. Trace, Inc. the former general
partner of Tunicom
23.2758% to the newly admitted limited partners
37.9290% to Newnel Partnership
37.9290% to the Company (including 2.62% given
to certain individuals who made cash
advances to Tunicom on behalf of the
the Company)
100.00%
II-28
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
(AUDITED)
NOTE 5 ? COMMITMENTS AND CONTINGENCIES (CONTINUED)
B. Sale of Land
Tunicom had previously entered into an agreement of purchase and sale
to sell the property for a price of $1,700,000. The contract did not
close during the prior year. However, Tunicom has signed a contract
with new purchasers to sell the property for a price of $1,800,000.
Tunicom signed a Letter of Intent on June 21, 2004 and received
refundable deposits of $50,000 from the prospective purchasers. The
closing on the sale of the property is expected to occur in March 2006.
Closing the transaction at the price 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 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.
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 2005 and
2004, respectively.
B. Management Fees
Tunicom pays management fees to a company owned by the general partner
at a rate of $1,250 a month. The total fee was $15,000 for 2005 and
2004, respectively.
II-29
PART II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 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.
ITEM 9B OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE 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 76 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, 2005.
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 AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of June 30, 2005 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
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: Note payable (6% interest) $ (144,000)
Accrued interest payable $ (8,696)
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 5 2 0 0 4
Audit fees $ 17,500 $ 20,000
Tax fees 3,500 5,000
Other fees - -
$ 21,000 $ 25,000
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 SCHEDULES
PAGE
(a) 1. Financial Statements included in Part II
of this report:
FINANCIAL STATEMENTS:
Registrant:
Balance Sheets as of June 30, 2005 and 2004 II-8
Statements of Operations for the years ended
June 30, 2005, 2004, and 2003 II-9
Statements of Changes in Partners' Capital
(Deficit) for the years ended June 30, 2005,
2004 and 2003 II-10
Statements of Cash Flows for the years ended
June 30, 2005, 2004 and 2003 II-11/12
Notes to Financial Statements for the years
ended June 30, 2005, 2004 and 2003 II-13/17
Investment in real estate partnership:
Balance Sheets as of June 30, 2005 and 2004 II-20
Statements of Operations for the years ended
June 30, 2005, 2004 and 2003 II-21
Statements of Changes in Partner?s Capital
(Deficit) for the years ended June 30, 2005,
2004 and 2003 II-22
Statements of Cash Flows for the years ended
June 30, 2005, 2004 and 2003 II-23/24
Notes to Financial Statements for the years
Ended June 30, 2005, 2004 and 2003 II-25/29
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, 2005
2004 and 2003
(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, 2005, 2004 AND 2003
2 0 0 5 2 0 0 4 2 0 0 3
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 $ (72,285) $ (69,206) $ (56,121)
Computation of Fully
diluted income (Loss)
per unit Before Extra-
ordinary Items $ (0.02) $ (0.02) $ (0.02)
Net Income (Loss)
After Extraordinary
Items $ (72,285) $ (69,206) $ (56,121)
Computation of Fully
diluted income (Loss)
per unit after Extra-
ordinary Items $ (0.02) $ (0.02) $ (0.02)
(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: August 30, 2005
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: August 30. 2005
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: August 30, 2005
_____________________
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,
2005 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: August 30, 2005 By: Stanley R. Rosenthal
Name: Stanley R. Rosenthal
Title: General Partner
IV-8