10-K 1 junrpt.txt ALL STATE PROPERTIES LP FORM 10-K 06/31/2007 UNITED STATES 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, 2007 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 4201 North Federal Highway, Suite B, Pompano Beach, Florida 33064-6048 (Address of principal executive offices) (Zip Code) Registrant?s Telephone number, including area code (954) 941-2290 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Class: Limited partnership units Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO X Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO X 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 Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K(229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant?s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ?accelerated filer and large accelerated filer? in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) YES X NO The aggregate market value of the limited partnership units held by non- affiliates of Registrant was $414,623, as of September 26, 2007, based on the last sale price for a unit of limited partnership interests on such date. Indicate the number of limited partnership units outstanding, as of the latest practicable date. Class Outstanding at September 26, 2007 Limited Partnership Units 3,118,065 Units DOCUMENTS INCORPORATED BY REFERENCE None ALL-STATE PROPERTIES L.P. FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 2007 I N D E X PART 1 PAGE ITEM 1. Business I-4 ITEM 1A Risk Factors I-6 ITEM 1B Unresolved Staff Comments I-7 ITEM 2. Properties I-7 ITEM 3. Legal Proceedings I-7 ITEM 4. Submission of Matters to a Vote of Security Holders I-7 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 ITEM 7. Management?s Discussion and Analysis of The 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 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure II-36 ITEM 9A Controls and Procedures II-36 ITEM 9B Other Information II-36 PART III Item 10. Directors and Executive Officers and Corporate Governance III-1 ITEM 11. Executive Compensation III-1 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters III-2 ITEM 13. Certain Relationships and Related Transactions and Director Independence III-2 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, 2007 I N D E X PART IV ITEM 15. Exhibits And Financial Statement Schedules IV-1 Signatures IV-6 Certifications IV-7 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 its predecessor corporation, All-State Properties, Inc. (the ?Corporation?); and together with the Partnership, the ?Company?. In March 2007 Hubei Longdan (Delaware), Inc. (?Longdan Delaware? and ?Subsidiary?) was organized under the laws of the State of Delaware as a wholly-owned subsidiary of the Company. Longdan Delaware has only nominal assets and no liabilities and has conducted no activities except in connection with the transactions contemplated by the Acquisition Agreement (See item 1(b)(ii)). The Company together with Longdan Delaware referred to herein as the ?Registrant?. 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. The Registrant was engaged since inception in land development and the construction and sale of residential housing in various parts of the eastern United States and in Argentina with its most recent transactions being in Florida. Since August 1999, the Company?s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (?Tunicom?). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time, Tunicom?s only business was activities relating to its attempts to sell its only remaining asset, five acres of commercial and residential land in Broward County, Florida (the ?Remaining Property?) For a description of the subsequent sale of the Remaining Property by Tunicom and the liquidating distribution by the Company, see Item 1(b)(i). Following the completion of the transactions described in Item (b)(ii) the Company became a ?shell company? (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) because is has no or nominal operations and no or nominal assets (other than cash). In March 2007, the Company entered into an Acquisition Agreement which contemplates a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions are satisfied, including approval of the transaction by its partners (See Item 1(b)(ii)). (b) NARRATIVE DESCRIPTION OF BUSINESS (i) Remaining Property Sale On December 19, 2006, Tunicom sold the Remaining Property and thereafter distributed the net sales proceeds to its members, including the Company, as a final liquidating distribution. After payment of certain debt and after setting aside a reserve for expenses, the Company distributed the remaining cash to its partners. Following the distribution, the Company has no assets other than a small cash reserve which it has set aside for payment of anticipated final expenses of the Company. I-4 PART 1 (CONTINUED) (ii) Acquisition Agreement The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (?Longdan?), a company organized under the laws of the People?s Republic of China (the ?PRC?), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan?s shareholders in return for acquisition of the business of Longdan (the ?Acquisition?). Longdan is engaged in the marketing and sale of pharmaceutical products in the PRC. On March 14, 2007, the Company, Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (?Longdan International?), entered into an Acquisition Agreement (the ?Agreement?) pursuant to which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company. The Company will account for the transaction as a reverse merger. Under the terms of the Agreement, it is contemplated that the Company will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (?LIH?) and Longdan International will merge with and into Longdan Delaware. At the Merger Effective Time (as defined in the Agreement), the shareholders of Longdan will be issued 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?. The Acquisition has been structured to comply with certain limitations on the foreign ownership of Chinese companies under the laws of the PRC. In anticipation of the possible Acquisition, on December 20, 2006, Longdan entered into certain agreements with Longdan International. Pursuant to these agreements, Longdan International provides exclusive technology consulting and other general business operations services to Longdan in return for payment of consulting fees that are equal to Longdan?s net profits. Longdan?s shareholders have pledged their equity interest in Longdan to Longdan International to secure the contract obligations and have granted Longdan International an irrevocable proxy to vote their interests and an exclusive option to purchase these interests, which arrangements are enforceable to the fullest extent permitted under the laws of the PRC. Longdan has advised the Company that it believes that this structure qualifies Longdan International as a variable interest entity that is permitted to consolidate its financial statements with Longdan, the operating entity with which it has qualifying contractual arrangements. Longdan has agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and has also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007. I-5 PART 1 (CONTINUED) (ii) Acquisition Agreement (Continued) The approval of the Company?s partners is a condition to the consummation of the Acquisition. In this regard on April 16, 2007, the Company filed a Preliminary Proxy Statement with the United States Securities Exchange Commission (?SEC?) in connection with a meeting of partners to vote on the Acquisition. The Company received comments from the SEC on the proxy material and has filed an amendment to its preliminary proxy materials responsive to the comments. It is waiting for the SEC to complete its review of its response. The acquisition of the Longdan business is contingent on the SEC?s approval of the proxy material and the affirmative vote in favor of the transaction by the Company?s partners, as well as the satisfaction of certain other conditions to closing, including payment of all related expenses by Longdan. The Company can provide no assurances that such approvals will be obtained, that the other conditions to the closing will be satisfied and that the reverse merger transaction will be consummated (iii) Registrant has no plans for any new products. (iv) Registrant holds no patents, trademarks, etc. (v) No part of Registrant?s business is subject to significant seasonal variation. (vi) Registrant?s only present source of working capital is the cash in bank. + (vii) No portion of Registrant?s business involved government contracts. (viii) Registrant incurs no research and development expenses. (ix) Registrant employs no employees. (c) Tunicom had no foreign operations or export sales. ITEM 1A. RISK FACTORS The Company received comments from the SEC on the proxy material and has filed an amendment to its preliminary proxy materials responsive to the comments. It is waiting for the SEC to complete its review of its response. The acquisition of the Longdan business is contingent on the SEC?s approval of the proxy material and the affirmative vote in favor of the transaction by the Company?s partners, as well as the satisfaction of certain other conditions to closing, including payment of all related expenses by Longdan. The Company can provide no assurances that such approvals will be obtained, that the other conditions to the closing will be satisfied and that the reverse merger transaction will be consummated. The Company has included additional risk factors in its proxy materials that relate to risks associated with the transactions contemplated by the Acquisition Agreement. I-6 PART 1 (CONTINUED) ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. 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-7 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, 2007. The Company has no knowledge of other transactions. Therefore, no bid and ask prices could be ascertained. (b) As of June 30 2007, there were 1,316 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) The Company never paid cash dividends on its common stock while it was a corporation. The Partnership distributed $.05 per unit on February 6, 2007. ITEM 6. SELECTED FINANCIAL DATA The following selected financial information should be read in conjunction with ?Item 7 ? Management?s Discussion and Analysis of The 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 7 2 0 0 6 2 0 0 5 2 0 0 4 2 0 0 3 REVENUE: Equity in income (loss) of real estate partnerships $ 209,201 $ (24,102) $ (17,667) $ (20,643) $ (10,082) Realization of deferred revenue on sale of land 68,207 - - - - Other income 1,088 - - - 5,594 Total $ 278,496 $ (24,102) $ (17,667) $ (20,643) $ (4,488) Net income (loss) $ 141,243 $ (78,016) $ (72,285) $ (69,206) $ (56,121) Per share/unit ? fully diluted: Net income (loss) $ 0.05 $ (0.03) $ (0.02) $ (0.02) $ (0.02) SELECTED BALANCE SHEET DATA Total assets $ 28,134 $ 238,131 $ 270,031 $ 302,025 $ 307,148 Notes, mortgages and con- struction loans $ - $ 185,809 $ 152,696 $ 112,128 $ 34,000 Total $ - $ 185,809 $ 152,696 $ 112,128 $ 34,000 Cash distributions declared per share/unit $ 0.05 $ 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 7 2 0 0 6 2 0 0 5 2 0 0 4 2 0 0 3 Gain on sale of land $ 661,397 $ - $ - $ - $ - Interest and other income 16,902 10,225 8,230 1,510 778 Total revenues $ 678,299 $ 10,225 $ 8,230 $ 1,510 $ 778 Net income(loss) $ 591,858 $ (66,726) $ (47,827) $ (57,152) $ (28,161) SELECTED BALANCE SHEET DATA Total assets $ - $ 1,114,131 $ 1,060,073 $ 959,883 $ 855,276 Partners? cash distributions $ 1,249,311 $ 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, 2007 COMPARED TO YEAR ENDED JUNE 30, 2006 The net income for the year ended June 30, 2007 as compared to the net loss for the year ended June 30, 2006 is the result of income earned from its investment in the real estate limited liability company, Tunicom LLC from the gain on the sale of land in December 2006. The Company had no operations during the subsequent six months ended June 30, 2007. The loss for the year ended June 30, 2006 representing results of operations due to the administration of the Company and from its investment in the real estate limited liability company, Tunicom LLC. 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 loss from its investment in the real estate limited liability company, Tunicom LLC. LIQUIDITY AND CAPITAL RESOURCES During the years ended June 30, 2007 and June 30, 2006, cash used in operations was $96,796 and $36,798, respectively, primarily for the payment of general and administrative expenses. Through its investment in Tunicom, the Company received a net cash distribution of $446,372 in connection with its share of Tunicom?s sale of land which occurred in December, 2006. The related party advances and accrued interest of $247,562 were repaid, $155,903 was distributed to the partners, of which $6,500 was retained as partial settlement of interest receivable on promissory notes, and the balance was retained for future general and administrative expenses. On March 14, 2007, the Company entered into a definitive Acquisition Agreement with Longdan and certain related entities whereby the Company will acquire the business of Longdan and account for the transaction as a reverse merger. On April 6, 2007, the Company filed a preliminary proxy statement and form of proxy card with the SEC relating to the vote on the reverse merger transaction with Longdan. The Company has received comments from the SEC on the proxy material and is currently reviewing the comments and considering its response. The Acquisition of the Longdan business is contingent on the SEC?s approval of the proxy material and the affirmative vote in favor of the transaction by the Company?s partners, as well as the satisfaction of certain other conditions to closing, including payment of all related expenses by Longdan. The Company can provide no assurances that such approvals will be obtained, that the other conditions to the closing will be satisfied and that the Acquisition will be consummated. Longdan has agreed to pay all costs associated with the reverse merger acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and has also agreed to pay for any costs incurred after June 30, 2007 by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934. II-4 ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ? TUNICOM LLC The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and notes thereto. YEAR ENDED JUNE 30, 2007 COMPARED TO YEAR ENDED JUNE 30, 2006 The net income for the year ended June 30, 2007 was primarily a result of the gain on sale of land in December, 2006. The loss for the year ended June 30, 2006 represents the results of operations and administration of its then remaining asset. 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 its lone remaining asset, approximately five acres of real estate. LIQUIDITY AND CAPITAL RESOURCES During the year ended June 30, 2007 net cash provided by investing activities was $1,490,115 as a result of the sale of land in December, 2006. During the year ended June 30, 2007 and June 30, 2006, cash used in operations was $84,585 and $10,623, respectively. The increase in 2007 was primarily costs associated with the sale of land in December, 2006. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. II-5 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) YEARS ENDED JUNE 30, 2007, 2006 AND 2005 I N D E X PAGE Report of Independent Registered Public Accounting Firm - Morrison, Brown, Argiz & Farra, LLP II-7 Report of Independent Registered Public Accounting Firm - Freeman, Buczyner & Gero II-8 FINANCIAL STATEMENTS: Consolidated Balance Sheets II-9 Consolidated Statements of Operations II-10 Consolidated Statements of Changes in Partners? Capital (Deficiency) II-11 Consolidated Statements of Cash Flows II-12 Notes to Consolidated Financial Statements II-14 II-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of All-State Properties, L.P. and Subsidiary Lauderhill, Florida We have audited the accompanying consolidated balance sheet of All-State Properties, L.P. and Subsidiary (the ?Company?) as of June 30, 2007 and the related consolidated statements of operations, changes in partners? capital (deficiency), and cash flows for the year ended June 30, 2007. These consolidated financial statements are the responsibility of the Company?s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The financial statements of All-State Properties, L.P., as of June 30, 2006, and for the years ended June 30, 2006 and 2005 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated September 15, 2006. We conducted our audit 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 consolidated 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 audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of All- State Properties, L.P. and Subsidiary as of June 30, 2007 and the results of their operations and their cash flows for the year ended June 30, 2007 in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 8, the Company plans to either consummate a reverse merger with an unrelated party or, if not consummated, liquidate and distribute its remaining net assets or liability. Accordingly, the Company may not continue in business in the future. /s/ Morrison, Brown, Angiz & Farra, LLP Miami, Florida September 24, 2007 II-7 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 * This report is a copy of the previously issued report and the predecessor auditor has not reissued the report. II-8 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEETS JUNE 30, 2007 AND 2006 A S S E T S JUNE 30 2 0 0 7 2 0 0 6 Cash $ 28,134 $ 961 Investment in real estate limited liability company ? related party - 237,170 TOTAL ASSETS 28,134 $ 238,131 LIABILITIES AND PARTNERS? CAPITAL (DEFICIENCY) LIABILITIES: Deferred revenue ? related party $ - $ 68,207 Accounts payable and other liabilities 28,134 24,378 Note payable ? related party (including accrued interest of $0 and $12,809, respectively) - 185,809 TOTAL LIABILITIES 28,134 278,394 PARTNERS? CAPITAL (DEFICIENCY): Partners? capital (3,772,419 units authorized, 3,118,065 units outstanding) - 154,517 Notes receivable - partners (including accrued interest of $0 and $54,923, respectively) - (194,780) - (40,263) TOTAL LIABILITIES AND PARTNERS? CAPITAL (DEFICIENCY) $ 28,134 $ 238,131 The accompanying notes are an integral part of these consolidated financial statements. II-9 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 2 0 0 7 2 0 0 6 2 0 0 5 REVENUES: Equity in income (loss) of real estate limited liability company - related party $ 209,201 $ (24,102) $ (17,667) Realization of deferred revenue on sale of land 68,207 - - Other 1,088 - - Total $ 278,496 $ (24,102) $ (17,667) COST AND EXPENSES: General and administrative expenses 77,778 44,401 47,050 Write off of accrued interest receivable 48,423 - - Interest expense 11,052 9,513 7,568 Total 137,253 53,914 54,618 NET INCOME (LOSS) 141,243 $ (78,016) $ (72,285) NET INCOME OR (LOSS) PER PARTNERSHIP UNIT $ 0.05 $ (0.03) $ (0.02) CASH DISTRIBUTIONS PER UNIT $ 0.05 $ NONE $ NONE The accompanying notes are an integral part of these consolidated financial statements. II-10 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS? CAPITAL (DEFICIENCY) YEARS ENDED JUNE 30, 2007, 2006 AND 2005

NOTES TOTAL RECEIVABLE PARTNERS? NUMBER GENERAL LIMITED OFFICERS/ CAPITAL OF UNITS PARTNER PARTNERS PARTNERS (DEFICIENCY) BALANCE - June 30, 2004 3,118,065 $ 2 $ 304,816 $ (194,780) $ 110,038 Net loss - - (72,285) - (72,285) BALANCE - June 30, 2005 3,118,065 $ 2 $ 232,531 $ (194,780) $ 37,753 Net loss - - (78,016) - (78,016) BALANCE - June 30, 2006 3,118,065 $ 2 $ 154,515 $ (194,780) $ (40,263) Net income - (2) 141,245 - 141,243 Partners distribution - - (155,903) - (155,903) Write off of notes receivable ? partners - - (139,857) 139,857 - Payment of interest receivable ? partners - - - 6,500 6,500 Write off of interest receivable ? partners - - - 48,423 48,423 BALANCE ? June 30, 2007 3,118,065 $ - $ - $ - $ -

The accompanying notes are an integral part of these consolidated financial statements. II-11 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 YEARS ENDED JUNE 30, 2 0 0 7 2 0 0 6 2 0 0 5 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest income $ 1,088 $ - $ - Cash paid for general and administrative expenses (74,023) (31,398) (37,175) Interest paid (23,861) (5,400) - Payment for shares escheated - - (10,152) Net Cash Used in Operating Activities (96,796) (36,798) (47,327) Cash Flows from Investing Activities: Distributions from investment in real estate limited liability company ? related party 458,050 - - Payment from distribution from investment in real estate limited liability company ? related party (11,678) - - Net Cash Provided by Investing Activities 446,372 - - Cash Flows from Financing Activities: Proceeds (payments) on note-related party, net (173,000) 29,000 33,000 Distribution to partners (155,903) - - Payment of interest receivable ? partners 6,500 - - Net Cash (Used) Provided by Financing Activities (322,403) 29,000 33,000 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 27,173 (7,798) (14,327) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 961 8,759 23,086 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 28,134 $ 961 $ 8,759 The accompanying notes are an integral part of these consolidated financial statements. II-12 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2007, 2006 AND 2005 YEARS ENDED JUNE 30, 2 0 0 7 2 0 0 6 2 0 0 5 Reconciliation of net income (loss) to net cash used in operating activities: Net Income (Loss) $ 141,243 $ (78,016) $ (72,285) Adjustments to reconcile net income(loss) to net cash used in operating activities: Equity in (income) loss from real estate limited liability company ? related party (209,201) 24,102 17,667 Recognition of deferred revenue (68,207) - - Interest receivable partners write-off 48,423 - - Changes in assets and liabilities: (Decrease) increase in accrued interest ? related party note (12,809) 4,113 7,568 Increase in accounts payable and other liabilities 3,755 13,003 9,875 (Decrease) in partnership distributions payable - - (10,152) Total Adjustments (238,039) 41,218 24,958 NET CASH USED IN OPERATING ACTIVITIES $ (96,796) $ (36,798) $ (47,327) NON-CASH INVESTING AND FINANCING ACTIVITIES: Undistributed earnings in limited liability company ? related party $ - $ 24,102 $ 17,667 Income (loss) from real estate limited liability company - related party $ - $ (24,102) $ (17,667) Note receivable ? partners write-off $ 139,857 $ - $ - Interest receivable ? partners write-off $ 48,423 $ - $ - The accompanying notes are an integral part of these consolidated financial statements. II-13 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 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 owns a member interest of approximately 35% in Tunicom LLC, Florida limited liability company (?Tunicom?). The Tunicom investment was the only significant asset of the Company. In January 2007, the Company received a full distribution of its remaining investment in Tunicom. The Company has no other operating business and no source of operating income. On March 14, 2007, Hubei Longdan (Delaware), Inc. (?Longdan Delaware? and ?Subsidiary?) was organized under the laws of the State of Delaware as a wholly-owned subsidiary of the Company. Longdan Delaware was formed exclusively for the purpose of entering into an acquisition and has had no operations. In March 2007, the Company and Subsidiary entered into an Acquisition Agreement to acquire an operating business (See Note 7). The Company?s primary purpose is the consummation of this acquisition. B. Basis of Consolidation The accompanying consolidated financial statements of the Company include the accounts of All-State Properties L.P. and its 100% owned Subsidiary since its inception date, March 14, 2007. C. Limited Partnership The accompanying consolidated financial statements include only those assets, liabilities and results of operations, which relate to the business of All-State Properties, L.P. and Subsidiary. The consolidated financial statements do not include any assets, liabilities, revenues, or expenses attributable to the partners? individual activities. D. Cash and Cash Equivalents For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. II-14 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. Investments The Company owns approximately 35% of a Florida limited liability corporation, Tunicom, and uses the equity method of accounting to recognize income from its investment. F. Revenue Recognition and Deferred Revenue In accordance with Securities Exchange Commission 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. The deferred revenue was recognized when Tunicom sold the land to a third party. G. 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. H. 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. I. 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, 2007. J. 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-15 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) K. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. L. Recent Accounting Pronouncements Accounting Changes and Error Corrections In May 2005, the Financial Accounting Standards Board (?FASB?) issued Statement of Financial Accounting Standards (?SFAS?) No. 154, ?Accounting Changes and Error Corrections?. SFAS No. 154 establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principles in the absence of explicit transition requirements specific to a newly adopted accounting principle. This statement was effective for the Company for all accounting changes and any error corrections occurring after July 1, 2006. The adoption of this statement did not have an effect on the Company?s consolidated financial statements. Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements In September 2006, the Securities and Exchange Commission (?SEC?) issued Staff Accounting Bulletin No. 108, (?SAB No. 108?) ?Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements?. SAB No. 108 addresses how to quantify the effect of an error on the financial statements concluding that the dual balance sheet and income approach be used to compute the impact of the amount of a misstatement. Specifically, the amount should be computed using both the ?rollover? (income statement approach) and ?iron curtain? (balance sheet approach) methods. SAB No. 108 is effective for fiscal years ending after November 15, 2006. The Company adopted SAB No. 108 during the 2007 fiscal year. The adoption of this statement did not have a material effect on the Company?s consolidated financial statements. II-16 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) L. Recent Accounting Pronouncements (Continued) Taxes Collected From Customers For Governmental Authorities In June 2006, the FASB ratified the consensus reached on Emerging Issues Task Force (?EITF?) Issue No. 06-3 ?How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation)? (?EITF Issue No. 06-3?). The scope of EITF Issue No. 06-3 includes any transaction-based tax assessed by a governmental authority that is imposed concurrent with or subsequent to a revenue-producing transaction between a seller and a customer. The scope does not include taxes that are based on gross receipts or total revenues imposed during the inventory procurement process. The gross versus the net classification on the income statement of that tax is an accounting policy decision and a voluntary change would be considered a change in accounting policy requiring the application of SFAS No. 154, ?Accounting Changes and Error Corrections?. EITF Issue No. 06-3 is effective for interim and annual periods beginning after December 15, 2006. The Company adopted this statement in the quarter ended March 31, 2007 and it did not have any impact on the Company?s consolidated financial statements. Fair Value Measurement In September 2006, the FASB issued SFAS No. 157, ?Fair Value Measurement? (?SFAS 157?). SFAS No. 157 provides enhanced guidance for measuring fair value. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. The standard clarifies that fair value should be based on assumptions market participants would use when pricing the asset or liability. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. Management has not determined what impact, if any, adopting this statement will have on the Company?s consolidated financial statements. II-17 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) L. Recent Accounting Pronouncements (Continued) The Fair Value Option for Financial Assets and Financial Liabilities In February 2007, the FASB issued SFAS No. 159, ?The Fair Value Option for Financial Assets and Financial Liabilities ? Including an Amendment of FASB Statement No. 115? (?SFAS No. 159?). Under SFAS No. 159, companies have an opportunity to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Management has not determined what impact, if any, adopting this statement will have on the Company?s consolidated financial statements. NOTE 2 ? INVESTMENT IN REAL ESTATE LIMITED LIABILITY COMPANY ? RELATED PARTY The Company owns a member interest of approximately 35% in Tunicom and the following information summarizes the activity of the limited liability company for the years ended June 30, 2007, 2006 and 2005: 2 0 0 7 2 0 0 6 2 0 0 5 Total assets $ - $ 1,114,131 $ 1,060,073 Total liabilities - 456,678 336,980 Net assets $ - $ 657,453 $ 723,093 Revenues $ 678,299 $ 10,225 $ 8,230 Net Income (loss) $ 591,858 $ (66,726) $ (47,827) Company?s share of net income (loss) $ 209,201 $ (24,102) $ (17,667) Equity in net assets $ - $ 237,170 $ 261,272 On December 19, 2006, Tunicom sold its sole asset, five acres of undeveloped commercial and residential land located in Lauderhill, Florida. In January 2007, Tunicom distributed to the Company $458,050. From the distribution paid to the Company, the Company paid Tunicom $247,562 representing the principal amount of, plus accrued and unpaid interest on, related party loans. The Company also paid an aggregate of $11,678 from the distribution received to certain individuals for their II-18 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 2 ? INVESTMENT IN REAL ESTATE LIMITED LIABILITY COMPANY ? RELATED PARTY (CONTINUED) ownership interest in Tunicom. These individuals received their ownership interest in Tunicom by providing funding to Tunicom on behalf of All-State. The Company?s share of net income was adjusted by $4,578 for net accumulative ownership interest adjustments for the year ended June 30, 2007. The Company and its general partner abstaining, representing a majority interest in Tunicom voted to approve the sale of land 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. NOTE 3 ? NOTES RECEIVABLE ? PARTNERS The notes receivable ? partners had 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 130,000 units purchased with these notes. 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. In February, 2007, the Company distributed $6,500 to these partners (See Note 5) that was applied to accrued interest receivable. The balance of the notes and accrued interest were written off after the distribution was applied. NOTE 4 - ACCOUNTS PAYABLE AND OTHER LIABILITIES: Account payable and other liabilities consist of the following at June 30, 2 0 0 7 2 0 0 6 Fees $ 28,134 $ 22,578 Other - 1,800 $ 28,134 $ 24,378 The Company has $28,134 of cash remaining at June 30, 2007 for the payment of accounts payable and other liabilities. Any cash shortfalls will require partners? capital contributions to satisfy any remaining liabilities. II-19 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 5 - PARTNERS? CAPITAL (DEFICIENCY) In February 2007, the Company made a final distribution to its partners in an aggregate amount of $155,903, or approximately $0.05 per partnership unit. NOTE 6 ? NOTES PAYABLE ? RELATED PARTY As of June 30, 2006, the Company had an unsecured demand note with Tunicom including accrued interest in the amount of $185,909. Interest on the note accrued at 6% per annum. In January 2007, the note and accrued interest was paid off in full. Interest expense for the years ended June 30, 2007, 2006 and 2005 was $11,052, $9,513 and $7,568, respectively. NOTE 7 ? ACQUISITION AGREEMENT The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (?Longdan?), a company organized under the laws of the People?s Republic of China (the ?PRC?), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan?s shareholders in return for the acquisition of the business of Longdan (the ?Acquisition?). Longdan is engaged in the production and sale of pharmaceutical products in the PRC. On March 14, 2007, All-State Properties L.P., Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (?Longdan International?), entered into an Acquisition Agreement (the ?Agreement?) pursuant to which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company. Under the terms of the Agreement, it is contemplated that All-State Properties L.P. will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (?LIH?) and Longdan International will merge with and into Longdan Delaware. At the Merger effective time (as defined in the Agreement), the shareholders of Longdan will be issued shares representing approximately eighty nine percent (89%) of the capital stock of LIH and the Company?s shareholders will ultimately hold shares representing approximately eleven percent (11%) of the capital stock of the Company, in each case, on an ?as if converted basis?. The Acquisition has been structured to comply with certain limitations on the foreign ownership of Chinese companies under the laws of the PRC. In anticipation of the possible Acquisition, on December 20, 2006, Longdan entered into certain agreements with Longdan International. Pursuant to these agreements, Longdan International provides exclusive technology consulting and other general business operations services to Longdan in return for payment of consulting fees that are equal to II-20 ALL-STATE PROPERTIES L.P. AND SUBSIDIARY (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006, AND 2005 NOTE 7 ? ACQUISITION AGREEMENT (Continued) Longdan?s net profits. Longdan?s shareholders have pledged their equity interest in Longdan to Longdan International to secure the contract obligations and have granted Longdan International an irrevocable proxy to vote their interests and an exclusive option to purchase these interests, which arrangements are enforceable to the fullest extent permitted under the laws of the PRC. Longdan has advised the Company that it believes that this structure qualifies Longdan International as a variable interest entity permitted to consolidate its financial statements with Longdan, the operating entity with which it has qualifying contractual arrangements. Longdan has agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and has also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007. The Acquisition will be accounted for as a reverse merger transaction that uses the historical asset values of Longdan to determine the valuation of the transaction. The approval of the Company?s partners is a condition to the consummation of the Acquisition. In this regard of April 16, 2007, the Company filed a Preliminary Proxy Statement with the United States Securities Exchange Commission (?SEC?) in connection with a meeting of partners to vote on the Acquisition. The Company received comments from the SEC on the proxy material and has filed an amendment to its preliminary proxy materials responsive to the comments. It is waiting for the SEC to complete its review of its response. The acquisition of the Longdan business is contingent on the SEC?s approval of the proxy material and the affirmative vote in favor of the Acquistion by the Company?s partners, as well as the satisfaction of certain other conditions to closing, including payment of all related expenses by Longdan. The Company can provide no assurances that such approvals will be obtained, that the other conditions to the closing will be satisfied and that the Acquisition will be consummated. NOTE 8 ? BUSINESS CONTINUITY These consolidated financial statements have been prepared on a going concern basis. As of February 6, 2007, the Company has realized its last remaining asset and has distributed all cash except for $28,134 in bank at June 30, 2007. This cash will be used to pay the outstanding liabilities of the Company. Any future liabilities of the Company will require partner contribution to satisfy. If the Company does not reach a satisfactory agreement with Longdan or fails to receive approval for the Acquisition from its partners, it intends to dissolve the Company. Accordingly, the Company may not continue in business in the future. II-21 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 C O N T E N T S PAGE Report of Independent Registered Public Accounting Firm ? Morrison, Brown, Argiz & Farra, LLP II-23 Report of Independent Registered Public Accounting Firm ? Freeman, Buczyner & Gero II-24 Financial Statements: Balance Sheets II-25 Statements of Operations II-26 Statements of Changes in Members? Equity II-27 Statements of Cash Flows II-28 Notes to Financial Statements II-30 II-22 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Tunicom, LLC Lauderhill, Florida We have audited the accompanying balance sheet of Tunicom, LLC (the ?Company?) as of June 30, 2007 and the related statements of operations, changes in members? equity, and cash flows for the year ended June 30, 2007. 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 audit. The financial statements of Tunicom, LLC, as of June 30, 2006, and for the years ended June 30, 2006 and 2005 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated September 15, 2006. We conducted our audit 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 presentation. We believe that our audit provides 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, 2007 and the results of its operations and its cash flows for the year ended June 30, 2007 in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 7, the Company has distributed all assets and liquidated all liabilities and plans to terminate the limited liability corporation. /s/ Morrison, Brown, Argiz & Farra, LLP Miami, Florida September 17, 2007 II-23 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 * This report is a copy of the previously issued report and the predecessor auditor has not reissued the report. II-24 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) BALANCE SHEETS JUNE 30, 2007 AND 2006 A S S E T S JUNE 30 2 0 0 7 2 0 0 6 Land and development costs $ - $ 828,718 Cash - 5,533 Funds held in escrow - 50,000 Notes receivable and accrued interest ? related parties - 199,855 Prepaid expenses - 30,025 TOTAL ASSETS $ - $ 1,114,131 LIABILITIES AND MEMBERS? EQUITY LIABILITIES: Accounts payable and accrued expenses $ - $ 72,403 Notes payable (including accrued interest of $0 and $27,127, respectively) - 334,275 Deposit on sale of land - 50,000 Total liabilities - 456,678 MEMBERS? EQUITY - 657,453 TOTAL LIABILITIES AND MEMBERS? EQUITY $ - $ 1,114,131 The accompanying notes are an integral part of these financial statements. II-25 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 2 0 0 7 2 0 0 6 2 0 0 5 REVENUES: Gain on sale of land $ 661,397 $ - $ - Interest and other income 16,902 10,225 8,230 678,299 10,225 8,230 EXPENSES: General and administrative 62,373 20,258 23,127 Taxes and insurance 8,448 25,396 18,341 70,821 45,654 41,468 NET INCOME (LOSS) BEFORE OTHER EXPENSES: 607,478 (35,429) (33,238) OTHER EXPENSES: Interest 15,620 31,297 14,589 NET INCOME (LOSS) $ 591,858 $ (66,726) $ (47,827) The accompanying notes are an integral part of these financial statements. II-26 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CHANGES IN MEMBERS? EQUITY YEARS ENDED JUNE 30, 2007, 2006 AND 2005

2 0 0 7 2 0 0 6 2 0 0 5 MEMBERS? EQUITY - Beginning $ 657,453 $ 724,179 $ 772,006 Net income (loss) 591,858 (66,726) (47,827) Distributions (1,249,311) - - MEMBERS? EQUITY - Ending $ - $ 657,453 $ 724,179

The accompanying notes are an integral part of these financial statements. II?27 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 2 0 0 7 2 0 0 6 2 0 0 5 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest received $ 31,237 $ 5,400 $ - Cash paid for interest (42,747) - (13,379) Cash paid to suppliers and employees (24,435) (15,039) (19,377) Cash paid for taxes and insurance (48,640) (984) (18,341) Net Cash Used in Operating Activities (84,585) (10,623) (51,097) Cash Flows from Investing Activities: Capital expenditures - (14,909) (12,212) Net cash from sale of land 1,490,115 - - Net Cash Provided by (Used in) Investing Activities 1,490,115 (14,909) (12,212) Cash Flows from Financing Activities: Cash paid to related party (40,125) (30,420) (33,000) Cash received notes receivable - related parties, net 185,521 58,770 97,362 Net repayment of notes payable (307,148) - - Distribution to members, net (1,249,311) - - Net Cash (Used in) Provided by Financing Activities (1,411,063) 28,350 64,362 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,533) 2,818 1,053 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 5,533 2,715 1,662 CASH AND CASH EQUIVALENTS - END OF YEAR $ - $ 5,533 $ 2,715 The accompanying notes are an integral part of these financial statements. II-28 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2007, 2006 AND 2005 YEARS ENDED JUNE 30, 2 0 0 7 2 0 0 6 2 0 0 5 Reconciliation of net income (loss) to net cash used in operating activities: Net Income (Loss) $ 591,858 $ (66,726) $ (47,827) Adjustments to reconcile net income (loss) to net cash used in operating activities: Gain on sale of land (661,397) - - Changes in assets and liabilities: Decrease (increase) in funds held in escrow $ 50,000 $ - $ (50,000) Decrease (increase) in accrued interest ? notes receivable 14,336 (4,825) (8,230) Decrease in prepaid assets 30,025 - 3,219 (Decrease) increase in accounts payable and accrued expenses (32,278) 32,571 531 (Decrease) increase in accrued interest payable (27,129) 28,357 1,210 (Decrease) increase in deposit on sale of land (50,000) - 50,000 Total Adjustments (676,443) 56,103 3,270 NET CASH USED IN OPERATING ACTIVITIES $ (84,585) $ (10,623) $ (51,097) The accompanying notes are an integral part of these financial statements. II-29 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Operations Tunicom LLC (?Tunicom? or the ?Company?) (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. In the current year the only asset of the Company, five acres of vacant undeveloped land was sold. The Company is inactive at June 30, 2007. B. Cash and Cash Equivalent For purposes of the statements of cash flows, the Company considers all cash on hand 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 Company. II?30 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 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 Accounting Changes and Error Corrections In May 2005, the Financial Accounting Standards Board (?FASB?) issued Statement of Financial Accounting Standards (?SFAS?) No. 154, ?Accounting Changes in Error Corrections?. SFAS No. 154 establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principles in the absence of explicit transition requirements specific to a newly adopted accounting principle. This statement was effective for the Company for all accounting changes and any error corrections occurring after July 1, 2006. The adoption of this statement did not have an effect on the Company?s financial statements. Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements In September 2006, the Securities and Exchange Commission (?SEC?) issued Staff Accounting Bulletin No. 108, (?SAB No. 108?) ?Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements?. SAB No. 108 addresses how to quantify the effect of an error on the financial statements concluding that the dual balance sheet and income approach be used to compute the impact of the amount of a misstatement. Specifically, the amount should be computed using both the ?rollover? (income statement approach) and ?iron curtain? (balance sheet approach) methods. SAB No. 108 is effective for fiscal years ending after November 15, 2006. The Company adopted SAB No. 108 during the 2007 fiscal year. The adoption of this statement did not have a material effect on the Company?s financial statements. II?31 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 H. Recent Accounting Pronouncements (Continued) Taxes Collected From Customers For Governmental Authorities In June 2006, the FASB ratified the consensus reached on Emerging Issues Task Force (?EITF?) Issue No. 06-3 ?How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation)? (?EITF Issue No. 06-3?). The scope of EITF Issue No. 06-3 includes any transaction-based tax assessed by a governmental authority that is imposed concurrent with or subsequent to a revenue-producing transaction between a seller and a customer. The scope does not include taxes that are based on gross receipts or total revenues imposed during the inventory procurement process. The gross versus the net classification on the income statement of that tax is an accounting policy decision and a voluntary change would be considered a change in accounting policy requiring the application of SFAS No. 154, ?Accounting Changes and Error Corrections?. EITF Issue No. 06-3 is effective for interim and annual periods beginning after December 15, 2006. The Company adopted this statement in the quarter ended March 31, 2007 and it did not have any impact on the Company?s financial statements. Fair Value Measurement In September 2006, the FASB issued SFAS No. 157, ?Fair Value Measurement? (?SFAS 157?). SFAS No. 157 provides enhanced guidance for measuring fair value. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. The standard clarifies that fair value should be based on assumptions market participants would use when pricing the asset or liability. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. Management has not determined what impact, if any, adopting this statement will have on the Company?s financial statements. II-32 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. Recent Accounting Pronouncements (Continued) The Fair Value Option for Financial Assets and Financial Liabilities In February 2007, the FASB issued SFAS No. 159, ?The Fair Value Option for Financial Assets and Financial Liabilities ? Including an Amendment of FASB Statement No. 115? (?SFAS No. 159?). Under SFAS No. 159, companies have an opportunity to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Management has not determined what impact, if any, adopting this statement will have 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 accrued interest at 6% per annum. Accrued interest of $14,435 is included in the notes as of June 30, 2006. The note and accrued interest has been paid in full during the fiscal year ended June 30, 2007. NOTE 3 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at June 30,: 2 0 0 7 2 0 0 6 Accounts payable (includes $31,375 of related party amounts for 2006) $ - $ 37,211 Real estate taxes - 35,192 $ - $ 72,403 II-33 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007, 2006 AND 2005 NOTE 4 ? NOTES PAYABLE Tunicom had 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. The note was secured by the Company?s assets and was paid off on December 19, 2006. The total balance outstanding including accrued interest at June 30, 2006 was $248,000. Tunicom had a line of credit that was entered into with a financial institution on November 15, 2005 for $100,000. The line of credit was 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 accrued interest at the stated prime rate plus .5%. The total balance outstanding including accrued interest at June 30, 2006 was $86,275. The line of credit was paid off in full on December 19, 2006. Total interest expense for the years ended June 30, 2007, 2006 and 2005 was approximately $15,620, $31,297 and $14,589, respectively. NOTE 5 ? SALE OF LAND On December 19, 2006 Tunicom sold its sole asset, five acres of undeveloped land for $1,800,000 and recognized a gain of $661,397. 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. This fee was netted in the gain on sale of land for the year ended June 30, 2007. II-34 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2006, 2005 AND 2004 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. 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 $8,750 for 2007 and $15,000 each for the two years in the periods ended June 30, 2006 and 2005 and is included in general and administrative expense. C. Land Sale Fees Tunicom made a $250,000 payment to the general partner of All-State Properties L.P. (Member), for services rendered in the sale of land for the year ended June 30, 2007. (See Note 5) D. Distributions During fiscal year ended June 30, 2007 certain members returned, in the aggregate, $19,420 of distributions received to settle the remaining liabilities of the Company. NOTE 7 ? BUSINESS LIQUIDATION The Company has distributed all assets and liquidated all liabilities and plans to terminate the legal limited liability corporation. II-35 PART II ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no disagreements with accountants on accounting or financial disclosures during the last three fiscal years. On January 1, 2007, Freeman, Buczyner & Gero (?FBG?) resigned from their position as our independent registered public accounting firm and our General Partner retained the services of Morrison, Brown, Argiz & Farra, LLP to serve as our new independent registered public accounting firm. The resignation of FBG became effective as of the date FBG completed its procedures on our unaudited interim financial statements as of September 30, 2006 and for the three month period then ended and the quarterly report on Form 10-Q in which such unaudited interim financial statements were included. For more information with respect to this matter, see our current reports on Form 8-K and 8-K/A filed on May 17, 2007 and June 18, 2007, respectively. ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures The Company?s general partner, who serves as its chief executive and chief financial officer, evaluated the effectiveness of the Company?s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?)) as of the end of the period covered by this report. Based on this evaluation, the general partner has concluded that, at June 30, 2007, the Company?s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC?s rules and forms. (b) Changes in internal controls over financial reporting: There has been no changes in the Company?s internal control over financial reporting during the year ended June 30, 2007 that has materially affected, or is reasonably likely to affect, the Company?s internal control over financial reporting. ITEM 9B OTHER INFORMATION None. II-36 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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 78 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 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, 2007. 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- III-1 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of June 30, 2007 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, AND DIRECTOR INDEPENDENCE The following discussion of certain relationships and related transactions should be read in conjunction with our financial statements and notes as of June 30, 2007. Name of specified person: Stanley R. Rosenthal Relationship of such person: General Partner with 5% ownership interest Amount of transactions: Land sale consulting fees (netted in gain on sale of land) $ 250,000 III-2 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES On January 1, 2007, the Registrant retained the services of Morrison, Brown, Argiz & Farra, LLP as independent accountants for the Company replacing Freeman, Buczyner & Gero. The following fees were invoiced by the auditing firm for the years ended June 30, 2 0 0 7 2 0 0 6 Audit fees $ 20,500 $ 20,000 Tax fees 3,500 3,500 Total $ 24,000 $ 23,500 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 1. FINANCIAL STATEMENTS: PAGE Financial Statements included in Part II of this report: Registrant: Balance Sheets as of June 30, 2007 and 2006 II-9 Statements of Operations for the years ended June 30, 2007, 2006, and 2005 II-10 Statements of Changes in Partners' Capital (Deficiency) for the years ended June 30, 2007, 2006 and 2005 II-11 Statements of Cash Flows for the years ended June 30, 2007, 2006 and 2005 II-12/13 Notes to Financial Statements for the years ended June 30, 2007, 2006 and 2005 II-14/21 Investment in real estate limited liability company: Balance Sheets as of June 30, 2007 and 2006 II-25 Statements of Operations for the years ended June 30, 2007, 2006 and 2005 II-26 Statements of Changes in Members? Equity for the years ended June 30, 2007, 2006 and 2005 II-27 Statements of Cash Flows for the years ended June 30, 2007, 2006 and 2005 II-28/29 Notes to Financial Statements for the years Ended June 30, 2007, 2006 and 2005 II-30/35 2. FINANCIAL STATEMENT SCHEDULES: All other schedules are omitted, as the required information is not applicable or the information is presented in the financial statements or the notes thereto. IV-1 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED) 3. EXHIBITS: PAGE NO. OR INCORPORATION BY REFERENCE See Exhibit Index below: (3) Limited Partnership Incorporated by reference Agreement, All-State to the Registration Properties L.P. Statement of Registrant No. 2-90988 (4) (ii) Instruments Defining Rights of Security Holders, included Debentures: 4% Convertible Sub- Incorporated by reference ordinated Debenture, to Form 10-K for the year due 1989 ended June 30, 1985 (10)(iii) (A) Material Contracts: a. Stock Purchase Incorporated by reference agreement dated to the Registration April 18, 1984 Statement of Registrant between All-State No. 2-90988 Properties, Inc. and Security Management Corp. b. Loan Agreement Incorporated by reference between All-State to Form 10-K for the Properties, L.P. and year ended June 30, 1987 City Nat'l Bank of Florida dated April 20, 1987 - $2,400,000 c. Tunicom Partnership Incorporated by reference Ltd. Limited Partner- to Form 10-K for the ship Agreement dated year ended June 30, 1987 September 23, 1986 d. Loan Agreement Incorporated by reference between Tunicom Partner- to Form 10-K for the year ship Ltd. and Puller ended June 30, 1987 Mortgage Associates, Inc. dated 4/23/87 - $27,749,100 e. Management Contract Incorporated by reference between Tunicom Partner- to Form 10-K for the year ship Ltd. and Basic ended June 30, 1987 American Medical Inc. dated Sept. 29, 1986 IV-2 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED) 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 o. Acquisition Agreement dated Incorporated by reference as March 14, 2007 by and among Exhibit 10.1 to Form 8K dated All-State Properties, L.P., March 14, 2007 Hubei Longdan (Delaware), Inc., Hubei Longdan Biological Medicine Technology Co., Ltd. And Longdan International, Inc. IV-3 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED) (11) Exhibits indicating computa- IV-5 tion of earnings per unit for the years ended June 30, 2007 2006 and 2005 (16) Letter of change in certifying Incorporated by reference to Form accountant as of January 1, 2007 8-K/A dated June 18, 2007 (22) Subsidiaries of the Registrant: (d) NONE Signature Page IV-6 (31) Certification pursuant to IV-7 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32) Certification of Chief IV-8 Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 IV-4 EXHIBIT 11 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT YEARS ENDED JUNE 30, 2007, 2006 AND 2005 2 0 0 7 2 0 0 6 2 0 0 5 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 $ 141,243 $ (78,016) $ (72,285) Computation of fully diluted income (loss) per unit before extra- ordinary items $ 0.05 $ (0.03) $ (0.02) Net income (loss) after extraordinary items $ 141,243 $ (78,016) $ (72,285) Computation of fully diluted income (loss) per unit after extra- ordinary items $ 0.05 $ (0.03) $ (0.02) (A) Weighted average number of units outstanding See notes to financial statements. IV-5 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: /s/Stanley R. Rosenthal_ STANLEY R. ROSENTHAL General Partner Date: September 28, 2007 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: /s/Stanley R. Rosenthal STANLEY R. ROSENTHAL General Partner Date: September 28, 2007 IV-6 EXHIBIT 31 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 report on Form 10-K of All-State Properties L.P.; 2. Based on my knowledge this report does not contain any untrue statement of 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. As the registrants certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to designed under my supervision, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) Disclosed in this report any change in the registrant?s internal control over financial reporting that occurred during the registrant?s fourth 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 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 function): 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 controls over financial reporting. Date: September 28, 2007 By:/s/Stanley Rosenthal _____________________ Stanley Rosenthal General Partner IV-7 EXHIBIT 32 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 Report on Form 10-K of All-State Properties L.P. for the year ended June 30, 2007 (the ?Report?) 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 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, 2007 By: /s/Stanley R. Rosenthal Name: Stanley R. Rosenthal Title: General Partner A signed original of this written statement required by Section 906 has been provided to All-State Properties L.P. and will be retained by All-State Properties L.P. and furnished to the Securities and Exchange Commission or its staff upon request. IV-8