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, 2006 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, 2006
I N D E X
PART 1
PAGE
ITEM 1. Business I-4
ITEM 2. Properties I-5
ITEM 3. Legal Proceedings I-5
ITEM 4. Submission of Matters to a Vote of Security
Holders I-5
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-1/3
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-6/31
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-2/3
ITEM 14. Principal Accountant Fees and Services III-3
I-2
ALL-STATE PROPERTIES L.P.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED JUNE 30, 2006
I N D E X
PART IV
ITEM 15. Exhibits, Financial Statement Schedules IV-1/6
Signatures IV-7
Certifications IV-8/9
I-3
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 2 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 signed an agreement of sale on October 2, 2004
(amended April 5, 2006) to sell the property for a price of $1,800,000.
The purchase price is comprised of $1,430,000, as consideration for the
sale of the property and $370,000, as a conditional reimbursement of
Tunicom for certain costs incurred in connection with the development of
the property. Tunicom received deposits of $50,000 from the prospective
purchaser that is being held in escrow. Closing the transaction at that
price, however, is contingent upon Tunicom obtaining all governmental
approvals required before a building permit can be issued and the
I-4
(b)(1) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)
availability of financing acceptable to buyer. Members 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
management company of Tunicom. The closing on the sale of the property
is expected to occur in October 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-5
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 2006, there were 1,323 holders of
record of 3,118,065 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.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial information should be
read in conjunction with ?Item 7 ? Management?s Discussion and Analysis
of Financial Condition and Results of Operations? and the audited
financial statements and footnotes included elsewhere in this Form 10-K.
II-1
ALL-STATE PROPERTIES L.P
(A LIMITED PARTNERSHIP)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30,
SELECTED CASH FLOW AND
AND OPERATING STATEMENT
DATA 2 0 0 6 2 0 0 5 2 0 0 4 2 0 0 3 2 0 0 2
REVENUE:
Equity in net earnings
(Loss) of real estate
partnerships $ (24,102) $ (17,667) $ (20,643) $ (10,082) $ (13,438)
Other income - - - 5,594 7,624
Total $ (24,102) $ (17,667) $ (20,643) $ (4,488) $ (5,814)
Income (Loss) before
Extraordinary Items $ (78,016) $ (72,285) $ (69,206) $ (56,121) $ (85,154)
Net Income (Loss) $ (78,016) $ (72,285) $ (69,206) $ (56,121) $ (85,154)
Per Share/Unit -
fully diluted:
Net income (Loss) be-
fore Extraordinary Items $ (0.03) $ (0.02) $ (0.02) $ (0.02) $ (0.03)
Net Income (Loss) $ (0.03) $ (0.02) $ (0.02) $ (0.02) $ (0.03)
SELECTED BALANCE SHEET DATA
Total Assets $ 238,131 $ 270,031 $ 302,025 $ 307,148 $ 345,222
Notes, mortgages and con-
struction loans $ 185,809 $ 152,696 $ 112,128 $ 34,000 $ -
Total $ 185,809 $ 152,696 $ 112,128 $ 34,000 $ -
Cash Dividends Declared
Per Share/Unit $ NONE $ NONE $ NONE $ NONE $ NONE
II-2
TUNICOM LLC
(A LIMITED LIABILITY COMPANY)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30,
SELECTED INCOME STATEMENT DATA
2 0 0 6 2 0 0 5 2 0 0 4 2 0 0 3 2 0 0 2
Interest and other
income $ 10,225 $ 8,230 $ 1,510 $ 778 $ 1,356
Total Revenues $ 10,225 $ 8,230 $ 1,510 $ 778 $ 1,356
Net Income(Loss)
Before Extra-
ordinary Items $ (66,726) $ (47,827) $ (57,152) $ (28,161) $ (39,927)
Net Income(Loss) $ (66,726) $ (47,827) $ (57,152) $ (28,161) $ (39,927)
SELECTED BALANCE
SHEET DATA
Total Assets $ 1,114,131 $ 1,060,073 $ 959,883 $ 855,276 $ 866,154
Partners' Cash
Distributions $ NONE $ NONE $ NONE $ NONE $ NONE
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, 2006 COMPARED TO YEAR ENDED JUNE 30, 2005
The net loss for the year ended June 30 2006 as compared to the year
ended June 30, 2005 represents the results of operations due to the
administration of the Company and income from its investment in the real
estate limited liability company, Tunicom LLC.
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 limited liability company, Tunicom LLC.
LIQUIDITY AND CAPITAL RESOURCES
During the years ended June 30, 2006 and June 30, 2005, cash used by
operations was $36,798 and $47,327, 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 $29,000 and $33,000 in the years ended June 30, 2006 and 2005,
respectively. The Company will continue to obtain funds from the related
party or through partner capital contribution to pay for future
operating expenses. Through its investment in the real estate limited
liability company, Tunicom, the company expects to receive cash of
approximately $450,000 in connection with Tunicom sale of land which is
anticipated to occur in October, 2006. The related party advances will
be repaid from the proceeds of the sale. In the event the sale of land
is delayed or not consummated, the managing general partner of the
Company has guaranteed the settlement of Tunicom?s outstanding bank
financing which was used to fund the operations of the Company. Under
this arrangement the managing general partner would not take any action
against the Company regarding its demand note payable prior to June 30,
2007. Additionally, if for what ever reason the Company is unable to
obtain additional funding from Tunicom or receive additional partner
contributions or obtain financing, the managing general partner will
contribute or loan funds to meet any general and administrative costs
for the next fiscal year.
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.
II-4
ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION ?
TUNICOM LLC
YEAR ENDED JUNE 30, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004
The net loss for the year ended June 30, 2006 as compared to the year
ended June 30, 2005 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.
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.
LIQUIDITY AND CAPITAL RESOURCES
During the years ended June 30, 2006 and June 30, 2005, cash used by
operations was $10,623 and $51,097, respectively, primarily for the
payment of administrative expenses and interest. The Company received
financing from a lender in the amounts of $58,770 and $97,362 during the
years ended June 30, 2006 and June 30, 2005. The Company advanced funds
to a related party, All-State Properties L.P. in the amounts of $29,000
and $33,000 in the years ended June 30, 2006 and 2005, respectively, and
will continue to 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. The purchase price is comprised of $1,430,000, as
consideration for the sale of the property and $370,000, as a
conditional reimbursement of the Company for certain costs incurred in
connection with the development of the property. The Company anticipates
receiving net closing proceeds of approximately $1,200,000. The sale is
expected to occur in October 2006. In the event the sale of land is
delayed or not consummated, the president of the managing member of the
Company will contribute or loan funds to cover obligations of the
Company to financial institutions if other financing arrangements are
not entered into. Operational costs will be funded by additional
financing or member capital contributions or the president of the
managing member will contribute or loan funds to meet any general and
administrative costs for the next fiscal year.
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, 2006, 2005 AND 2004
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 Changes in Partners? Capital (Deficiency) II-10
Statements of Cash Flows II-11/12
Notes to Financial Statements II-13/19
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 of
All-State Properties, L.P.
Lauderhill, Florida
We have audited the accompanying balance sheets of All-State Properties
L.P. as of June 30, 2006, and 2005 and the related statements of
operations, changes in partners? capital (deficiency) and cash flows for
each of the three years in the period ended June 30, 2006. 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, 2006 and 2005 and the results of its
operations and its cash flows for each of three years in the period
ended June 30, 2006 in conformity with the generally accepted accounting
principles in the United States of America.
Miami, Florida
September 15, 2006
II-7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 2006 AND 2005
(AUDITED)
A S S E T S
JUNE 30
2 0 0 6 2 0 0 5
Cash $ 961 $ 8,759
Investment in real estate
limited liability company ? related party 237,170 261,272
TOTAL ASSETS $ 238,131 $ 270,031
LIABILITIES AND PARTNERS? CAPITAL (DEFICIENCY)
LIABILITIES:
Deferred revenue ? related
party $ 68,207 $ 68,207
Accounts payable and
other liabilities 24,378 11,375
Note payable ? related
party (including accrued
interest of $12,809 and $8,696,
respectively) 185,809 152,696
278,394 232,278
CONTINGENCIES
PARTNERS? CAPITAL (DEFICIENCY):
Partners? capital
(3,772,419 units authorized,
3,118,065 units outstanding) 154,517 232,533
Notes receivable - partners
(including accrued interest
of $54,923 in 2006 and 2005) (194,780) (194,780)
(40,263) 37,753
TOTAL LIABILITIES AND PARTNERS?
CAPITAL (DEFICIENCY) $ 238,131 $ 270,031
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, 2006, 2005 AND 2004
(AUDITED)
2 0 0 6 2 0 0 5 2 0 0 4
REVENUES:
Equity in loss of real
estate limited
liability company -
related party $ (24,102) $ (17,667) $ (20,643)
COST AND EXPENSES:
General and
administrative
expenses 44,401 47,050 44,645
Interest 9,513 7,568 3,918
Total 53,914 54,618 48,563
NET INCOME (LOSS) $ (78,016) $ (72,285) $ (69,206)
NET INCOME OR (LOSS)
PER PARTNERSHIP UNIT $ (0.03) $ (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 CHANGES IN PARTNERS? CAPITAL (DEFICIENCY)
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTES TOTAL
RECEIVABLE PARTNERS?
NUMBER GENERAL LIMITED OFFICERS/ CAPITAL
OF UNITS PARTNER PARTNERS PARTNERS (DEFICIENCY)
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
Net Partners (Loss) Distributions - - (78,016) - (78,016)
BALANCE - June 30, 2006 3,118,065 $ 2 $ 154,515 $ (194,780) $ (40,263)
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, 2006, 2005 AND 2004
(AUDITED)
YEARS ENDED JUNE 30,
2 0 0 6 2 0 0 5 2 0 0 4
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Cash paid for general and
administrative expenses $ (31,398) $ (37,175) $ (58,690)
Interest paid (5,400) - (2,790)
Payment for shares escheated - (10,152) -
Net Cash (Used)
Provided by Operating
Activities (36,798) (47,327) (61,480)
Cash Flows from Financing
Activities:
Proceeds (payments) on
note-related party, net 29,000 33,000 77,000
Net Cash Provided
(Used) by Financing
Activities 29,000 33,000 77,000
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (7,798) (14,327) 15,520
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 8,759 23,086 7,566
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 961 $ 8,759 $ 23,086
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, 2006, 2005 AND 2004
(AUDITED)
YEARS ENDED JUNE 30,
2 0 0 6 2 0 0 5 2 0 0 4
Reconciliation of net income (loss)
to net cash (used) provided
by operating activities:
Net Income (Loss) $ (78,016) $ (72,285) $ (69,206)
Adjustments to reconcile net
income(loss) to net cash (used)
provided by operating
activities:
(Profit) Loss from real
estate limited liability
company ? related party 24,102 17,667 20,643
Changes in assets and liabilities:
Increase in accrued interest ?
related party note 4,113 7,568 1,128
(Decrease) increase in accounts
payable and other liabilities 13,003 9,875 (14,045)
(Decrease) in partnership
distributions payable - (10,152) -
Total Adjustments 41,218 24,958 7,726
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (36,798) $ (47,327) $ (61,480)
NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Undistributed earnings in
limited liability company ?
related party $ 24,102 $ 17,667 $ 20,643
Income (loss) from real
estate limited liability
company - related party $ (24,102) $ (17,667) $ (20,643)
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, 2006, 2005 AND 2004
(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.). Tunicom
owns land for development.
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, 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, 2006, 2005 AND 2004
(AUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. Revenue Recognition and Deferred Revenue
In accordance with SEC Staff Accounting Bulletin No. 101,
?Revenue Recognition?, the Company recognizes income from its
investment in Tunicom utilizing the equity method, and interest
is recognized as earned with passage of time.
Deferred revenue represents deferred profit that resulted from
a previous sale of land to Tunicom LLC a related party. The
deferred revenue will be recognized when Tunicom sells the land
subject to the Letter of Intent.
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, 2006.
I. Income Taxes
The Company is a partnership in which all elements of income
and deductions are included in the tax returns of the partners
of the Company. Therefore, no income tax provision is recorded
by the Company.
II-14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(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 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. The Company does not
believe the adoption of SFAS No. 154 will have a material
impact on the Company?s financial statements.
II-15
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 2 ? INVESTMENT IN REAL ESTATE LIMITED LIABILITY COMPANY ? RELATED PARTY
The Company has a 36.12% interest in Tunicom and the following
information summarizes the activity of the limited liability company
for the years ended June 30, 2006, 2005 and 2004:
2 0 0 6 2 0 0 5 2 0 0 4
Total assets $ 1,114,131 $ 1,060,073 $ 959,883
Total liabilities 456,678 336,980 187,877
Net assets $ 657,453 $ 723,093 772,006
Revenues $ 10,225 $ 8,230 1,150
Net Income (loss) $ (66,726) $ (47,827) (57,152)
Company?s share of net income $ (24,102) $ (17,667) (20,643)
Equity in net assets $ 237,170 $ 261,272 278,939
Tunicom L.L.C. has approximately five acres for sale as a site for an
assisted living facility. Tunicom signed an agreement of sale on October
2, 2004 (amended April 5, 2006) to sell the property for a price of
$1,800,000. The purchase price is comprised of $1,430,000, as
consideration for the sale of the property and $370,000, as a
conditional reimbursement of Tunicom for certain costs incurred in
connection with the development of the property. Tunicom received
deposits of $50,000 from the prospective purchaser that is being held in
escrow. Closing the transaction at that price, however, is contingent
upon Tunicom obtaining at its cost all governmental approvals required
before a building permit can be issued and the availability of financing
acceptable to buyer. Members 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 obtaining 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 management
company of Tunicom. The closing on the sale of the property is expected
to occur in October 2006.
II-16
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 3 ? NOTES RECEIVABLE ? PARTNERS
The notes receivable ? partners have a stated interest rate of 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.
NOTE 4 - ACCOUNTS PAYABLE AND OTHER LIABILITIES:
Account payable and other
liabilities at June 30
consist of the following:
2 0 0 6 2 0 0 5
Fees $ 22,578 $ 10,175
Other 1,800 1,200
$ 24,378 $ 11,375
NOTE 5 - PARTNERS? CAPITAL (DEFICIENCY)
The limited partnership, from inception through June 30, 2006, has
declared accumulated distributions in the aggregate of $1.25 per each
partnership unit outstanding.
The Company did not declare or pay any distributions to its unit owners
during the years ended June 30, 2006, 2005 and 2004.
NOTE 6 ? NOTES PAYABLE
The Company has an unsecured demand note with Tunicom a related entity
that accrues interest at 6% per annum. The total balance outstanding at
June 30, 2006 and 2005 was $185,809 and $152,696, respectively.
II-17
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 7 ? CONTINGENCIES
As shown in the accompanying financial statements, the Company incurred
a net loss of $78,016 during the year ended June 30, 2006, and as of
that date, the Company has a demand note payable to Tunicom of $185,809
and other current liabilities of $24,378. The Company has been advanced
funds for operations through bank debt financing obtained by Tunicom,
which is maturing in November, 2006. The Company?s only asset is its
investment interest in Tunicom. Through its investment in Tunicom, the
Company expects to receive a distribution to pay all of its liabilities
in connection with Tunicom?s sale of land, anticipated to occur in
October 2006 (as discussed in Note 2). In the event the sale of land is
delayed or not consummated the managing general partner of the Company
has guaranteed the settlement of Tunicom?s outstanding bank financing
which was used to fund the operations of the Company. Under this
arrangement the managing general partner would not take any action
against the Company regarding its demand note payable prior to June 30,
2007. In addition, if the Company is unable to obtain additional funding
from Tunicom or receive additional partner contributions or obtain
financing, the managing general partner will contribute or loan funds to
meet any general and administrative costs for the next fiscal year.
II-18
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 8 ? SUBSEQUENT EVENTS
On July 12, 2006, All-State Properties, L.P. entered into a letter of
intent (?LOI?) with Hubei Longdan Biological Medicine Technology Co.
Ltd., a company organized under the laws of the People?s Republic of China
(?Longdan?).
Under the LOI, the Company and Longdan will negotiate a definitive
agreement pursuant to which the Company would acquire all of the
outstanding capital stock of Longdan (the ?Acquisition?). Preliminary to
the consummation of the Acquisition, the Company would convert from a
Delaware limited partnership to a Delaware corporation and form a
subsidiary into which Longdan would merge. The LOI contemplates that
Longdan?s shareholders will receive shares of the Company equal to
approximately 91% of the Company?s issued and outstanding capital stock
for their shares of Longdan and that the Company?s existing partners will
have approximately 9% of the outstanding capital stock after consummation
of the Acquisition. Following completion of the Acquisition, all of the
officers and directors of the Company would resign and be replaced by
Longdan nominees.
Consummation of the Acquisition is subject to several conditions,
including approval of the Acquisition by the partners of the Company and
the principals of Longdan, and delivery by Longdan of audited financial
statements reflecting revenues of approximately $2.23 million for the year
ended December 31, 2005 and shareholder equity of $14.8 million as of
December 31, 2005. In addition, the consummation of the Acquisition will
be conditioned on the consummation of either (i) the sale of the real
property owned by Tunicom and distribution of the proportionate net
proceeds to the Company?s partners after payment of the Company?s
outstanding obligations or (ii) a divesture of the Company?s interest in
Tunicom to an entity holding such interest for the benefit of the
Company?s partners and the related assumption of all of the Company?s
outstanding obligations. Under the LOI, Longdan is obligated to pay all of
the Company?s costs incurred in connection with the Acquisition and
related transactions.
The LOI will terminate if the Company has not entered into a definitive
agreement within 120 days of the LOI, unless extended by the parties.
II-19
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
C O N T E N T S
PAGE
Report of Independent Registered Public Accounting Firm II-21
Financial Statements:
Balance Sheets II-22
Statements of Operations II-23
Statements of Changes in Members? Equity II-24
Statements of Cash Flows II-25/26
Notes to Financial Statements II-27/31
II-20
FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2150
MIAMI, FLORIDA 33131
305-375-0766
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members of
Tunicom LLC
Lauderhill, Florida
We have audited the accompanying balance sheets of Tunicom LLC (formerly
Unicom Partnernship, Ltd.) as of June 30, 2006, and 2005 and the related
statements of operations, changes in member?s equity and cash flows for each
of the three years in the period ended June 30, 2006. These financial
statements are the responsibility of the Company?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 as of June 30,
2006 and 2005, and the results of its operations and its cash flows for each
of the three years in the period ended June 30, 2006, in conformity with
generally accepted accounting principles in the United States of America.
Miami, Florida
September 15, 2006
II-21
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
BALANCE SHEETS
JUNE 30, 2006 AND 2005
(AUDITED)
A S S E T S
JUNE 30
2 0 0 6 2 0 0 5
Land and development costs $ 828,718 $ 813,809
Cash 5,533 2,715
Funds held in escrow 50,000 50,000
Note receivable and accrued interest ?
related parties 199,855 164,610
Prepaid expenses 30,025 30,025
TOTAL ASSETS $ 1,114,131 $ 1,061,159
LIABILITIES AND MEMBERS? EQUITY
LIABILITIES:
Accounts payable and accrued
expenses $ 72,403 $ 39,832
Notes payable (including accrued
interest of $27,127 and $1,685,
respectively) 334,275 247,148
Deposit on sale of land 50,000 50,000
Total liabilities 456,678 336,980
COMMITMENTS AND CONTINGENCIES
MEMBERS EQUITY 657,453 724,179
TOTAL LIABILITIES AND MEMBERS?
EQUITY $ 1,114,131 $ 1,061,159
See accompanying summary of accounting policies and notes
to financial statements.
II-22
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
2 0 0 6 2 0 0 5 2 0 0 4
REVENUES:
Interest and other
income $ 10,225 $ 8,230 $ 1,510
10,225 8,230 1,510
EXPENSES:
General and
administrative 20,258 23,127 52,347
Taxes and insurance 25,396 18,341 958
45,654 41,468 53,305
NET INCOME (LOSS) BEFORE
OTHER EXPENSES: (35,429) (33,238) (51,795)
OTHER EXPENSES:
Interest 31,297 14,589 5,357
NET INCOME (LOSS) $ (66,726) $ (47,827) $ (57,152)
See accompanying summary of accounting policies and notes
to financial statements.
II-23
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CHANGES IN MEMBERS? EQUITY
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
2 0 0 6 2 0 0 5 2 0 0 4
MEMBERS? EQUITY
- Beginning $ 724,179 $ 772,006 $ 829,158
Net loss (66,726) (47,827) (57,152)
MEMBERS? EQUITY
- Ending $ 657,453 $ 724,179 $ 772,006
See accompanying summary of accounting policies and notes to financial
statements.
II?24
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
2 0 0 6 2 0 0 5 2 0 0 4
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Interest received $ 5,400 $ - $ 230
Cash paid - interest - (13,379) (8,101)
Cash paid ? suppliers,
employees and administrative
expenses (15,039) (19,377) (45,454)
Cash paid taxes and insurance (984) (18,341) (958)
Net Cash (Used)
Provided by Operating) (10,623) (51,097) (54,283)
Cash Flows from Investing
Activities:
Capital expenditures (14,909) (12,212) (12,054)
Net Cash Provided
(Used) by Investing
Activities (14,909) (12,212) (12,054)
Cash Flows from Financing
Activities:
Cash received (paid) ?
related party (30,420) (33,000) (111,875)
Cash received (paid)
notes 58,770 97,362 148,101
Net Cash (Used) Provided
by Financing Activities 28,350 64,362 36,226
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 2,818 1,053 (30,111)
CASH AND CASH EQUIVALENTS -
BEGINNING OF YEAR 2,715 1,662 31,773
CASH AND CASH EQUIVALENTS -
END OF YEAR $ 5,533 $ 2,715 $ 1,662
See accompanying summary of accounting policies and notes to financial
statements.
II-25
TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
YEARS ENDED JUNE 30,
2 0 0 6 2 0 0 5 2 0 0 4
Reconciliation of net income
to net cash provided (used)
by operating activities:
Net Income (Loss) $ (66,726) $ (47,827) $ (57,152)
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 (4,825) (8,230) (1,280)
(Increase) Decrease in prepaid
assets - 3,219 (3,219)
Increase in accounts payable
and accrued expenses 32,571 531 13,183
Increase in accrued
interest payable 28,357 1,210 475
Increase in deposit on
sale of land - 50,000 -
Total Adjustments 56,103 3,270 2,869
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (10,623) $ (51,097) $ (54,283)
See accompanying summary of accounting policies and notes to financial
statements.
II-26
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Operations
Tunicom LLC (?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, 2006.
F. Income Tax Reporting
No provision is made in the financial statements for income
taxes since such taxes are the responsibility of the members
and not the limited liability company.
II?27
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(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 May 2005, the FASB issued SFAS No. 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. The Company does not
believe the adoption of SFAS No. 154 will have a material
impact on the Company?s financial statements.
NOTE 2 ? NOTE RECEIVABLE AND ACCRUED INTEREST - RELATED PARTIES
Tunicom advanced funds to two related entities under common ownership.
The funds are due on demand and accrue interest at 6% per annum. Accrued
interest of $14,435 and $9,610 is included in the notes as of June 30,
2006 and 2005, respectively.
NOTE 3 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued
expenses at June 30, 2006 and
2005 consist of the following:
2 0 0 6 2 0 0 5
Accounts payable (includes
$31,375 of related party
amounts) $ 37,211 $ 31,992
Real estate taxes 35,192 7,840
$ 72,403 $ 39,832
II-28
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 4 ? NOTES PAYABLE ? LINE OF CREDIT
Tunicom has a secured promissory note with a financial institution that
accrued interest at 6% per annum through September 29, 2004 and at the
stated prime rate plus 2% per annum thereafter (10.25% at June 30, 2006).
The note is secured by the Company?s assets and matures on September 29,
2006. The total balance outstanding at June 30, 2006 and 2005 was $248,000
and $247,148, respectively. Interest expense for the years ended June 30,
2006, 2005 and 2004 was approximately $27,000, $14,589 and $5,357,
respectively. On September 26, 2006 the Company received a commitment from
the financial institution to extend the outstanding balance due at
September 29, 2006 to November 28, 2006.
Tunicom has a line of credit that was entered into with a financial
institution on November 15, 2005 for $100,000. The line of credit is
secured by a certificate of deposit held in the name of a related party
(the General Partner of All-State Properties, L.P.). The line accrues
interest at the stated prime rate plus .5% (8.75% at June 30, 2006). The
line matures on November 16, 2006. The total balance outstanding at June
30, 2006 is $86,275.
NOTE 5 ? COMMITMENTS AND CONTINGENCIES
A. Distributions
Presently, the cash flow that becomes available for distribution will
be distributed to the members as follows:
.1000% G.P. Unicom
.7662% F. Trace, Inc. the former general
partner of Tunicom
23.2758% Other limited partners
37.9290% Newnel Partnership
37.9290% All-State Properties L.P. (including 2.62% given
to certain individuals who made cash
advances to Tunicom on behalf of
All-State Properties L.P.
100.00%
II-29
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 5 ? COMMITMENTS AND CONTINGENCIES (CONTINUED)
B. Sale of Land
Tunicom signed an agreement of sale on October 2, 2004 (amended April
5, 2006) to sell the property for a price of $1,800,000. The purchase
price is comprised of $1,430,000, as consideration for the sale of the
property and $370,000, as a conditional reimbursement of Tunicom for
certain costs incurred in connection with the development of the
property. Tunicom received deposits of $50,000 from the prospective
purchaser that is being held in escrow. Closing the transaction at that
price, however, is contingent upon Tunicom obtaining all governmental
approvals required before a building permit can be issued and the
availability of financing acceptable to buyer. Members 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 management company of Tunicom. The Company anticipates
receiving net closing proceeds of approximately $1,200,000. The closing
on the sale of the property is expected to occur in October 2006.
C. Liquidity
As shown in the accompanying financial statements, the Company incurred
a net loss of $66,726 during the year ended June 30, 2006, and as of
that date, the Company has total notes payable to a financial
institution of $334,275, other current liabilities of $72,403 and a
land asset of $828,718. The Company?s outstanding notes payable are
maturing in November, 2006. The land asset has also been used as
collateral for $248,000 of these notes. The Company plan is to use the
net proceeds from the sale of this land asset to pay off these notes at
maturity. The Company anticipates receiving net sale proceeds of
approximately $1,200,000 in connection with the pending sale of this
land, anticipated to occur in October 2006 (as discussed in Note 5). In
the event the sale of land is delayed or not consummated and no
financing arrangements are entered into, the president of the managing
member of the Company has guaranteed the settlement of these notes
payable including accrued interest upon maturity. In addition, if the
current members of the Company do not contribute additional capital,
the president of the managing member will contribute or loan amounts to
meet any general and administrative costs for the next fiscal year.
II-30
TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
(AUDITED)
NOTE 6 ? TRANSACTIONS WITH RELATED PARTIES
A. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include amounts payable to
entities under common ownership in the amount of $31,375 as of June 30,
2006 and 2005, 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 each of the
three years in the period ended June 30, 2006 and is included in
General and Administrative expense.
II-31
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 77 General Partner;
President and Chief
Executive Officer of
predecessor All-State
Properties, L.P. since
1971
Managing Member 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 three year period
ended June 30, 2006.
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, 2006 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 as of June 30, 2006.
Name of specified person: Stanley R. Rosenthal
Relationship of such person: General Partner with
5% ownership interest
Amount of transactions: Notes receivable (contra-
capital account)
(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) $ (173,000)
Accrued interest payable $ (12,809)
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 6 2 0 0 5 2 0 0 4
Audit fees $ 20,000 $ 17,500 $ 20,000
Audit ? related fees - - -
Tax fees 3,500 3,500 5,000
Other fees - - -
Total $ 23,500 $ 21,000 $ 25,000
Professional services are approved by the Company?s general partner prior to
the completion of the audit.
Tax fees consists of fees billed for professional services including
assistance regarding federal and state tax compliance and related services.
III-3
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PAGE
(a) 1. Financial Statements included in Part II
of this report:
FINANCIAL STATEMENTS:
Registrant:
Balance Sheets as of June 30, 2006 and 2005 II-8
Statements of Operations for the years ended
June 30, 2006, 2005, and 2004 II-9
Statements of Changes in Partners' Capital
(Deficiency) for the years ended June 30, 2006,
2005 and 2004 II-10
Statements of Cash Flows for the years ended
June 30, 2006, 2005 and 2004 II-11/12
Notes to Financial Statements for the years
ended June 30, 2006, 2005 and 2004 II-13/19
Investment in real estate limited liability company:
Balance Sheets as of June 30, 2006 and 2005 II-22
Statements of Operations for the years ended
June 30, 2006, 2005 and 2004 II-23
Statements of Changes in Members? Equity
for the years ended June 30, 2006, 2005
and 2004 II-24
Statements of Cash Flows for the years ended
June 30, 2006, 2005 and 2004 II-25/26
Notes to Financial Statements for the years
Ended June 30, 2006, 2005 and 2004 II-27/31
IV-1
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTIUNED)
2. All other schedules are omitted, as the required information is not
applicable or the information is presented in the financial
statements or related notes.
3. See Exhibit Index below:
(b) The registrant has not filed a Form 8-K during the fourth of the
fiscal year.
On July 12, 2006 the registrant filed a Form 8-K describing the
entering into a letter of intent to acquire Hubei Longdan Biological
Medicine Technology Company, Ltd.
IV-2
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-3
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-6
tion of earnings per unit for
the years ended June 30, 2006
2005 and 2004
(22) Subsidiaries of the Registrant:
(d) NONE
Signature Page IV-7
IV-4
(31) Certification pursuant to IV-8
18 U.S.C. Section 1350, as
adopted pursuant to Section
302 of the Sarbanes-Oxley
Act of 2002
(32) Certification of Chief IV-9
Executive Officer pursuant
to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of
2002
IV-5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
2 0 0 6 2 0 0 5 2 0 0 4
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 $ (78,016) $ (72,285) $ (69,206)
Computation of Fully
diluted income (Loss)
per unit Before Extra-
ordinary Items $ (0.03) $ (0.02) $ (0.02)
Net Income (Loss)
After Extraordinary
Items $ (78,016) $ (72,285) $ (69,206)
Computation of Fully
diluted income (Loss)
per unit after Extra-
ordinary Items $ (0.03) $ (0.02) $ (0.02)
(A) Weighted average number of units outstanding
See notes to financial statements.
IV-6
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: September 28, 2006
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: September 28, 2006
IV-7
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF
ALL-STATE PROPERTIES, L.P.
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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. As the registrants certifying officer I am 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, 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 and presented in this annual 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 annual report any change in the registrant?s internal
control over financial reporting that occurred during the registrant?s
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant?s internal control over
financial reporting; and
5. As the registrant?s certifying officer, 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.
Date: September 28, 2006
_____________________
Stanley Rosenthal
General Partner
IV-8
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 to 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, 2006 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.
Date: September 28, 2006
By: Stanley R. Rosenthal
Name: Stanley R. Rosenthal
Title: General Partner
IV-9