UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 2007
ALL-STATE PROPERTIES L.P.
(Exact name of registrant as specified in charter)
Delaware
0-12895
59-2399204
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
4201 North Federal Highway, Suite B, Pompano Beach, FL 33064
(Address of principal executive offices)
(954) 941-2290
(Registrant?s telephone number, including area code)
Copy to:
Robert C. Brighton, Jr., Esq.
Ruden McClosky Smith Schuster & Russell, P.A.
200 East Broward Boulevard
Fort Lauderdale, FL 33301
Phone: (954) 527-2473
Fax: (954) 333-4073
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
??
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
?
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
?
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
?
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
As previously reported, on March 14, 2007, the Company
entered into an Acquisition Agreement (the ?Agreement?) with Hubei
Longdan (Delaware), Inc., a Delaware corporation that is a wholly-
owned subsidiary of the Company (?Longdan Delaware?), Hubei
Longdan Biological Medicine Technology Co., Ltd., a company
organized under the laws of the Peoples Republic of China
(?Longdan?), and Longdan International Inc., a corporation formed
under the laws of Nevis (?Longdan International?).
The Agreement contemplated that the Company would convert
from a Delaware limited partnership to a newly-formed Delaware
corporation to be called Longdan International Holding, Inc.
(?LIH?) and Longdan International would merge with and into
Longdan Delaware. At the Merger Effective Time (as defined in the
Agreement), the shareholders of Longdan were to issue shares
representing approximately eighty nine percent (89%) of the
capital stock of the Company and the Company?s shareholders will
hold shares representing approximately eleven percent (11%) of the
capital stock of the Company, in each case, on an ?as if converted
basis.?
Under the terms of the Agreement, Longdan was required to pay
all of the Company?s expenses relating to the Acquisition, as well
as expenses relating to maintenance of the Company and its
registration as a public company. These requirements were a
condition to closing the transactions contemplated by the
Agreement. On October 31, 2007, the chairman of Longdan advised
the Company that it was unwilling or unable to fulfill its
contractual commitment to pay these expenses. Accordingly, on
October 31, 2007, the Company announced in a press release its
intention to terminate the Agreement with Longdan based on this
breach. See Exhibit 10.1 attached hereto. On November 2, 2007,
the Company sent a Notice of Termination to Longdan. See Exhibit
10.2 attached hereto. In addition, on November 2, 2007, the
Company received an email from Longdan indicating its desire to
terminate the Agreement. See Exhibit 10.3 attached hereto.
As previously stated, since the contemplated acquisition will
not occur, the Company currently intends to begin the process of
dissolution of the Company. The Company has no assets and no
liabilities except as relates to certain legal and accounting
expenses, and certain other administrative expenses relating to
maintenance of its existence for purposes of the proposed
transaction. Since Longdan has stated it will not provide funds
for these expenses, the General Partner of the Company has
indicated that he will provide these funds.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Businesses Acquired.
Not applicable.
(b)
Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits
Please see the Exhibit Index following the Signature Page for
the Exhibits included with this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ALL-STATE PROPERTIES L.P.
BY:
/s/ STANLEY R. ROSENTHAL
Stanley R. Rosenthal, General Partner
Dated: November 6, 2007
EXHIBIT INDEX
Exhibit No. Description of Document
10.1 Press Release dated October 31, 2007.
10.2 Notice of Termination of the Acquisition Agreement
dated November 2, 2007, by All-State Properties
L.P.
10.3 Letter dated November 2, 2007 from Hubei Longdan
Medicine Technology Co., Ltd.
Exhibit 10.1
FOR IMMEDIATE RELEASE
ALL-STATE PROPERTIES, L.P. ANNOUNCES TERMINATION OF REVERSE MERGER
WITH CHINESE PHARMACEUTICAL COMPANY
Pompano Beach, Florida. October 31, 2007. All-State Properties,
L.P. announced today the termination of its agreement with Hubei
Longdan Biological Medicine Technology Co., Ltd. which
contemplated a reverse merger with the private Chinese
pharmaceutical company.
Under the terms of the Acquisition Agreement, Hubei Longdan is
obligated to pay all of All-State?s expenses relating to the
transaction, as well as expenses relating to maintenance of the
company and its registration as a public company. In a letter
dated today, the chairman of Hubei Longdan advised the company
that it was unable or at least unwilling to fulfill its
contractual commitment to pay these expenses.
Accordingly, All-State will terminate the Acquisition Agreement
based on this breach. As previously mentioned in its filings with
the Securities and Exchange Commission, the company intends to
dissolve itself now that the Acquisition Agreement has been
terminated.
Contact: Stanley R. Rosenthal,
General Partner
All-State Properties, L.P.
954-941-2290
Exhibit 10.2
ALL-STATE PROPERTIES L.P.
P.O. Box 5524
Fort Lauderdale, FL 33310-5524
Telephone: 954-941-2290
November 2, 2007
Hubei Longdan Biological Medicine Technology Co. Ltd.
Floor 21, Jiangtian Building
No. 586 Wuluo road, Wuchang District
Wuhan, Hubei 430070
People?s Republic of China
Attention: Mr. Zhilin Zhang, President
Re: Notice of Breach and Termination of Acquisition Agreement
Ladies and Gentlemen:
Reference is made to that certain Acquisition Agreement dated as of
March 14, 2007 (the ?Agreement?) by and among All-State Properties L.P. (the
?Company?), Hubei Longdan (Delaware), Inc., Hubei Longdan Biological
Medicine Technology Co., Ltd. (?Hubei Longdan?) and Longdan International
Inc.
Under the terms of the Acquisition Agreement, Hubei Longdan is
obligated to pay the Company?s costs from the time of the final distribution
to its partners until closing or termination of the Agreement. In addition,
Hubei Longdan is obligated to pay the Company?s legal expenses in advance in
connection with the transactions contemplated by the Agreement. Further it
is a condition to closing of the transactions contemplated by the Agreement
that Hubei Longdan comply with these requirements.
Longdan has indicated that it is unwilling or unable to pay these
expenses and the Company is unable and unwilling to pay these expenses.
Accordingly, in accordance with Section 8.01(b) of the Agreement, the
Company hereby terminates the Agreement.
Sincerely,
ALL-STATE PROPERTIES L.P.
By: /s/ Stanley R. Rosenthal
Stanley R. Rosenthal, its General Partner
Cc: Mr. Andrew Chien
Robert C. Brighton, Jr., Esq.
Exhibit 10.3
c/o Andrew Chien
To:
Stanley Rosenthal
General Partner
All-State Properties L.P
P.O. Box 5524
Fort Lauderdale, FL 33310-5524
Subject: Notice of Termination.
Dear Mr. Rosenthal:
This is a Notice of Termination of the Merger Agreement
with All-State Properties LP Dated March 15, 2007.
Please contact your legal representative and Mr. Chien if
you have further question.
Sincerely yours,
/s/ Zhilin Zhang
Zhilin Zhang, President
Hubei Longdan
Date: November 2, 2007
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