FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED MARCH 31, 2006 COMMISSION FILE NUMBER 0-12895 ALL-STATE PROPERTIES L.P. (Exact name of registrant as specified in its charter) Delaware 	 59-2399204 (State or other jurisdiction or	(I.R.S. Employer incorporation or organization) 	Identification No.) 5500 NW 69th Avenue, Lauderhill, FL	 33319 (Address of principal executive offices) (Zip Code) Mailing address: 	P.O. Box 5524,Fort Lauderdale, FL 33310-5524 Registrant's telephone number, including area code (954) 572-2113 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition ?accelerated filer? and ?large accelerated filer? in Rule 12b-2 of the Act.) Large accelerated filer Accelerated filer X Non-accelerated filer 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 March 31, 2006 Limited Partnership Units 3,118,303 Units 	Page 1 ALL-STATE PROPERTIES L.P. FORM 10-Q QUARTERLY REPORT NINE MONTHS ENDED MARCH 31, 2006 I N D E X PART 1 ? FINANCIAL INFORMATION 		PAGE ITEM 1 	Financial Statements	2 - 8 ITEM 2	Management?s Discussion and Analysis 	 of Financial Condition and Results of 	 Operations.	9 ITEM 3	Quantitative and Qualitative Disclosures 	 About Market Risk.	9 ITEM 4	Controls and Procedures.	9 	Supplemental Information and Exhibits	10 - 12 PART II ? OTHER INFORMATION ITEM 1	Legal Proceedings	13 ITEM 2 	Unregistered Sales of Equity Securities 	 and Use of Proceeds	13 ITEM 3	Defaults Upon Senior Securities	13 ITEM 4	Submission of Matters to Vote of 	 Security Holders	13 ITEM 5	Other Information	13 ITEM 6 	Exhibits and Reports on Form 8-K	13 	Signatures	14 	Certifications	15 - 16 ITEM 1 	FINANCIAL STATEMENTS ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES NINE MONTHS ENDED MARCH 31, 2006 		Page 2 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NINE MONTHS ENDED MARCH 31, 2006 I N D E X 		PAGE 	Report of Independent Registered 	 Public Accounting Firm	3 	FINANCIAL STATEMENTS: 	Condensed Balance Sheets	4 	Condensed Statements of Operations	5 	Condensed Statements of Cash Flows	6 	Notes to Condensed Financial Statements	7 - 8 	SUPPLEMENTAL INFORMATION: 	Condensed Financial Information for 	 Real Estate Partnership: 	 Condensed Balance Sheet	10 	 Condensed Profit and Loss Information	11 	Exhibit - Computation of Income (Loss) 	 Per Partnership Unit		12 Page 3 (1 of 2) FREEMAN BUCZYNER & GERO 1 SE THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners All-State Properties, L.P. Lauderhill, Florida We have reviewed the accompanying condensed balance sheet of All- State Properties L.P. as of March 31, 2006 and the related condensed statements of operations for the three-month and nine- month periods ended March 31, 2006 and 2005 and cash flows for the nine?month periods ended March 31, 2006 and 2005. These financial statements are the responsibility of the partnership?s management. We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with United States generally accepted accounting principles. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the balance sheet as of June 30, 2005, and the related statements of operations, partners? capital and cash flows for the year then ended (not presented herein); and in our report dated September 1, 2005, we expressed an unqualified opinion on those financial statements. Page 3 (2 of 2) FREEMAN BUCZYNER & GERO 1 SE THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CONTINUED) In our opinion, the information set forth in the accompanying condensed balance sheet as of June 30, 2005, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Our review was made for the purpose of expressing limited assurance that there are no material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The information included in the condensed financial information for Tunicom LLC, appearing on pages 10 and 11, and the exhibit indicating the computation of earnings per unit, appearing on page 12, is presented only for supplementary analysis purposes. Such information has been subjected to the inquiry and analytical procedures applied in the review of the basic financial statements, and we are not aware of any material modifications that should be made thereto. Freeman, Buczyner & Gero May 1, 2006 Page 4 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS MARCH 31, 2006 AND JUNE 30, 2005 	 MARCH		 JUNE 	 31ST		 30TH 	 2 0 0 6 2 0 0 5 	(UNAUDITED) Assets Cash	$	1,645	$	8,759 Investment in real estate partnership ? related party		243,895		261,272 Total Assets	$	245,540	$	270,031 Liabilities and Partners' Capital Liabilities: Accounts payable and other liabilities	$	22,881	$	11,375 Deferred revenue ? related party		68,207		68,207 Notes payable ? related party		180,234		152,696 	$	271,322	$	232,278 Partners' Capital 	$	168,998	$	232,533 Notes receivable - officers/partners		(194,780)		(194,780) 		$	(25,782)	$	37,753 Total Liabilities and Partners' Capital 	$	245,540	$	270,031 See accompanying notes and accountant?s review report. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 	THREE MONTHS ENDED	NINE MONTHS ENDED 	MARCH 31,	MARCH 31, 	2 0 0 6	2 0 0 5	2 0 0 6	2 0 0 5 							 REVENUES: 	Profit (loss) from 	 real estate part- 	 nership - related 	 party	$	(6,250)	$	(4,186)	$	(17,377)	$	(12,550) COST AND EXPENSES: 	Selling, general 	 and administrative	$	15,314	$	16,247	$	39,220	$	40,129 	Interest		2,504		2,055		6,938		5,376 	$	17,818	$	18,302	$	46,158	$	45,505 NET INCOME (LOSS)	$	(24,068)	$	(22,488)	$	(63,535)	$	(58,055) NET (LOSS) INCOME PER PARTNERSHIP UNIT	(0.01)	(0.01)	(0.02)	(0.02) CASH DISTRIBUTIONS PER UNIT	NONE	NONE	NONE	NONE See accompanying notes and accountant?s review report. Page 6 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 		 2 0 0 6		 2 0 0 5 CASH FLOW FROM OPERATING ACTIVITIES: 	Cash paid for selling, general and 	 administrative expenses	$	(27,714)	$	(32,003) 	Interest expenses - paid		(5,400)		- 	Partnership distributions payable		-		(9,350) 	 Net Cash Consumed by 	 Operating Activities	$	(33,114)	$	(41,353) CASH FLOW FROM FINANCING ACTIVITIES: 	Notes payable - related party	$	26,000	$	33,000 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	$	(7,114)	$	(8,353) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		8,759		23,086 CASH AND CASH EQUIVALENTS AT END END OF PERIOD	$	1,645	$	14,733 RECONCILIATION OF NET (LOSS) INCOME TO NET CASH CONSUMED BY OPERATING ACTIVITIES: 	Net Loss	$	(63,535)	$	(58,055) See accompanying notes and accountant?s review report. Page 6 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET CASH CONSUMED BY OPERATING ACTIVITIES: 		 2 0 0 6		 2 0 0 5 	(Income) Loss of real estate part- 	 nerships	$	17,377	$	12,550 	Changes in Assets and Liabilities: 	 Decrease (increase) in accrued 	 interest receivable		1,538		5,376 	 Increase in accounts payable		11,506		8,126 	 Decrease in partnership 	 distributions payable		-		(9,350) 	 Total adjustments	$	30,421	$	16,702 NET CASH CONSUMED BY OPERATING ACTIVITIES	$	(33,114)	$	(41,353) See accompanying notes and accountant?s review report. Page 7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 1.	ORGANIZATION AND OPERATIONS All-State Properties L.P. was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by a predecessor corporation, All-State Properties, Inc. (the Corporation). Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to All-State Properties L.P., and the Corporation distributed such limited partnership interests to its shareholders. 	The Company?s principal business has been land development and the construction and sale of residential housing in Broward County, Florida. However, it has completed its land development activities and the sale of residential housing. 2.	BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation on a going concern basis. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed financial statements are read in conjunction with the audited financial statements contained in the Company?s Annual Report on Form 10-K for the fiscal year ended June 30, 2005. Operating results for the quarter and the nine months ended March 31, 2006 are not necessarily indicative of the results expected for the full year. The preparation of condensed financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and Page 8 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 2.		BASIS OF PRESENTATION (CONTINUED) earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates. 3.	TUNICOM LLC ? OPERATIONS 	Tunicom L.L.C. has approximately five acres for sale as a site for an assisted living facility. This represents Tunicom?s sole remaining asset. Tunicom signed an agreement of sale on October 2, 2004 to sell the property for a price of $1,800,000 and received deposits of $50,000 from the prospective purchaser. 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 closing on the sale of the property is expected to occur by August 2006. 4.	NOTES RECEIVABLE ? PARTNERS The notes receivable ? partners bear interest at 4% per annum, are non-recourse and are payable solely from the Company?s distributions. The Company has a lien on and a security interest in the units. All cash distributions are Page 8 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 4.	NOTES RECEIVABLE ? PARTNERS (CONTINUED) 	to be applied first to accrued interest, and then as a reduction of principal until paid in full. The notes and interest receivable have no maturity dates and because they are payable solely from the distributions, are reflected as a reduction of the equity of the Company. 	Based on the potential sale of Tunicom?s land, the Company estimates that after projected expenses approximately $11,700 will be distributed to these unit owners. The balance of the notes will be written off after the actual distribution is applied. Accrued interest through June 30, 2003 amounted to $54,923 at which time accrual of interest stop based on the estimated amount to be realized. Page 9 (1 of 2) ITEM 2	MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 	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. NINE MONTHS ENDED MARCH 31, 2006 COMPARED TO NINE MONTHS ENDED MARCH 31, 2005 The net loss for the nine month period March 31, 2006 as compared to the nine month period ended March 31, 2005 represents the results of operations due to the administration of the Company and operations from its investment in the real estate partnership, Tunicom LLC. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES During the nine month periods ended March 31, 2006 and March 31, 2005, cash used by operations was $33,114 and $41,353, respectively, primarily for the payment of general and administrative expenses. During the nine month period ended March 31, 2006, the Company paid accrued interest of $5,400 to a related party who has advanced funds since the Company has no operating revenues. The Company will continue to obtain funds from the related party to pay for future operating expenses. An additional $26,000 was advanced from the related party during the nine month period ended March 31, 2006. 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 by August 2006. The related party advances will be repaid from the proceeds of the sale. ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 		None. Page 9 (2 of 2) ITEM 4	CONTROLS AND PROCEDURES 	An evaluation was performed under the supervision and with the participation of our management, including the general partner, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of 1934, as amended) as of the end of period covered by this report. Based on that evaluation, the general partner concluded that these disclosure controls and procedures were effective. There as has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Page 10 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP TUNICOM LLC CONDENSED BALANCE SHEET AS OF MARCH 31, 2006 AND JUNE 30, 2005 		 MARCH		 JUNE 		 31, 2006		 30, 2005 		(UNAUDITED) 				 ASSETS: Land and development costs	$	823,830	$	813,809 Cash		13,899		2,715 Funds in escrow		50,000		50,000 Notes receivable and accrued interest -related parties		194,091		164,610 Prepaid expenses		30,025		30,025 	Total	$	1,111,845	$	1,061,159 LIABILITIES AND PARTNERS' CAPITAL: Accounts payable and other liabilities	$	59,535	$	39,832 Bank lines of credit		326,249		247,148 Deposit of sale of land		50,000		50,000 Partners' capital		676,061		724,179 	Total	$	1,111,845	$	1,061,159 See accompanying notes and accountant?s review report. Page 11 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP TUNICOM LLC CONDENSED PROFIT AND LOSS INFORMATION THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED) 	 THREE MONTHS ENDED	 NINE MONTHS ENDED 	 MARCH 31,	 MARCH 31, 	2 0 0 6	2 0 0 5	2 0 0 6	2 0 0 5 							 REVENUES: Interest and other	$	2,692	$	2,219	$	7,461	$		5,872 Total income	$	2,692	$	2,219	$	7,461	$	5,872 EXPENSES: General and administrative	$	5,411	$	5,620	$	15,960	$	16,515 Taxes and insurance		6,213		3,934		19,288		14,421 Interest		8,381		4,251		20,331		9,678 Total expenses	$	20,005	$	13,805	$	55,579	$	40,614 NET PROFIT (LOSS)	$	(17,313)	$	(11,586)	$	(48,118)	$	(34,742) See accompanying notes and accountant?s review report. Page 12 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT NINE MONTHS ENDED MARCH 31, 2006 AND 2005 		 2 0 0 6 2 0 0 5 Partnership units outstanding 		3,118,303		3,118,303 Net (Loss) Income	$	(63,535)	$	(58,055) Net (Loss) Income Per Partnership Unit	$ (0.02) $ (0.02) See accompanying notes and accountant?s review report. Page 13 ALL-STATE PROPERTIES L.P. PART II - OTHER INFORMATION ITEM 1 ? Legal Proceedings 	None. ITEM 2 ? Unregistered Sales of Equity 	There were no unregistered sales of equity securities during the quarter covered by this report. ITEM 3 - Defaults Upon Senior Securities 	There were no defaults by Registrant on its senior securities during the quarter covered by this report. ITEM 4 - Submission of Matters to Vote of Security Holders 	No matters were submitted during the quarter covered by this report to a vote of limited partners. ITEM 5 ? Other Information 	None. ITEM 6 - Exhibits and Reports on Form 8-K 	(a)	Exhibit - Computation of earnings per partnership unit. (b)	Exhibit - Form 8-K filed October 8, 1999, incorporated by reference. 	(c)	Exhibit ? Form 8-K filed August 16, 2000. Page 14 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 		ALL-STATE PROPERTIES L.P. By: __________________________ STANLEY ROSENTHAL General Partner Dated: May 1, 2006 Page 15 (1 of 2) ALL-STATE PROPERTIES L.P. CERTIFICATIONS I, Stanley Rosenthal, certify that: 1.	I have reviewed this quarterly report on Form 10-Q of All- State Properties L.P.; 2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. 	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this report; 4. 	The registrant?s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)	evaluated the effectiveness of the registrant?s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c)	disclosed in this report any change in the registrant?s internal control over financial reporting that occurred during the registrant?s most recent fiscal quarter (the registrant?s second fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant?s internal control over financial reporting; and Page 15 (2 of 2) ALL-STATE PROPERTIES L.P. CERTIFICATIONS (CONTINUED) 5. 	The registrant?s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant?s auditors and the audit committee of registrant?s board of directors (or persons performing the equivalent functions): a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant?s ability to record, process, summarize and report financial information; and b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant?s internal control over financial reporting. Date: May 1, 2006 _____________________ Stanley Rosenthal General Partner Page 16 CERTIFICATION PURSUANT TO 18 U.S.C SECTON 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 	In connection with the Quarterly Report of All-State Properties L.P. (the ?Company?) on Form 10-Q for the nine months ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Stanley Rosenthal, General Partner of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 1, 2006 _____________________ Stanley Rosenthal General Partner