10-K 1 junrpt.txt ALL STATE PROPERTIES LP FORM 10-K 06-30-2005 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File No. June 30, 2005 0-12895 ALL-STATE PROPERTIES L.P. (Exact name of Registrant as specified in its charter) Delaware 59-2399204 (State or other jurisdiction or (I.R.S. Employer incorporation or organization) Identification No.) Mailing address: P.O. Box 5524 Fort Lauderdale, FL 33310-5524 5500 N.W. 69th Avenue, Lauderhill, Florida 33319 (Address of principal executive offices) (Zip Code) Registrant?s Telephone number, including area code (954) 572-2113 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Each Exchange on Which Registered None Not Applicable Securities registered pursuant to Section 12(g) of the Act: Title of Class Limited partnership units Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The aggregate market value of the limited partnership units held by non- affiliates of Registrant is not ascertainable. (See Page II-1) ALL-STATE PROPERTIES L.P. FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 2005 I N D E X PART 1 PAGE ITEM 1. Business I-3 ITEM 2. Properties I-4 ITEM 3. Legal Proceedings I-4 ITEM 4. Submission of Matters to a Vote of Security Holders I-4 PART II ITEM 5. Market for Registrant?s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities II-1 ITEM 6. Selected Financial Data II-2/3 ITEM 7. Management?s Discussion and Analysis of Financial Condition and Results of Operations II-4 ITEM 7A Quantitative and Qualitative Disclosure About Market Risk II-5 ITEM 8. Financial Statements and Supplementary Data II-6/29 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure III-1 ITEM 9A Controls and Procedures III-1 ITEM 9B Other Information III-1 PART III Item 10. Directors and Executive Officers of the Registrant III-1 ITEM 11. Executive Compensation III-2 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters III-2 ITEM 13. Certain Relationships and Related Transactions III-2 ITEM 14. Principal Accountant Fees and Services III-3 I-2 (1 of 2) ALL-STATE PROPERTIES L.P. FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 2005 I N D E X PART IV ITEM 15. Exhibits, Financial Statement Schedules IV-1/4 Signatures IV-5 Certifications IV-6/8 I-2 (2 of 2) PART I ITEM 1. BUSINESS (a) General Development of Business All-State Properties L.P. (a limited partnership) (the Partnership) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by a predecessor corporation, All-State Properties, Inc. (the Corporation). The terms Company and Registrant refer to the Partnership or the Corporation or both of them as the context requires. Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to the Partnership, and the Corporation distributed such limited partnership interests to its shareholders. Registrant?s principal business has been land development and the construction and sale of residential housing in Broward County, Florida. However, it has substantially completed its land development activities and the sale of residential housing. Its present activities are: (i) Through a 36.12% owned Florida limited liability corporation, Tunicom LLC (?Tunicom?)(formerly known as Unicom Partnership Ltd.),Registrant was engaged in the operation of an adult rental apartment project which was sold in August 2000. (See Item 1(b)(1)(i).) (ii) Through Tunicom, Registrant is currently in negotiations to sell its remaining five acres of commercial and residential land. (See Item 1 (b)(l)(i) and Note 8 to financial statements.) (b)(1) NARRATIVE DESCRIPTION OF BUSINESS (i) Adult Rental Apartment Project Tunicom L.L.C. (?Tunicom?) sold a 324-unit rental adult retirement community known as Forest Trace in August 2000 and retained approximately five acres for sale of a site for an assisted living facility. This represents Tunicom?s sole remaining asset. After the sale of Forest Trace, Tunicom negotiated with the buyer of Forest Trace for the sale of the five-acre parcel at a purchase price of $1,000,000. When the buyer of Forest Trace advised Tunicom that it had no interest in acquiring the five-acre parcel, Tunicom sought an alternate purchaser. Tunicom had entered into an agreement of purchase and sale to sell the property for a price of $1,700,000. Closing the transaction at that price, however, was contingent upon seller obtaining at its cost all governmental approvals required before a building permit could be issued and the availability of financing acceptable to buyer. Partners of Tunicom (with All-State Properties L.P. and its general partner abstaining) representing a majority interest in Tunicom voted to approve the transaction and the payment at closing of a fee in the amount of $250,000, to All-State Properties L.P.?s general partner for I-3 (b)(1) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED) accomplishing the obtaining of all of the necessary approvals, governmental and otherwise, required under the agreement of purchase and sale and for assisting the buyer in securing the required financing. The general partner of All-State Properties L.P. is the president of the manager of Tunicom. The contract did not close. However, Tunicom subsequently entered into a contract with a new prospective purchaser to sell the property for a price of $1,800,000. Tunicom signed a Letter of Intent on June 21, 2004 and received refundable deposits totaling $50,000 from the prospective purchaser. The same fee at closing mentioned above will be applicable. The closing on the sale of the property is expected to occur in March 2006. (ii) Registrant has no plans for any new products. (iii) Registrant holds no patents, trademarks, etc. (iv) No part of Registrant?s business is subject to significant seasonal variation. (v) Registrant?s only present source of working capital is the cash distributions made to it by Tunicom. (vi) No portion of Registrant?s business involved government contracts. (vii) Registrant incurs no research and development expenses. (viii) Registrant employs no employees. (c) Tunicom had no foreign operations or export sales. ITEM 2. PROPERTIES None. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders of Registrant during the fourth quarter of the fiscal year covered by this report. I-4 PART II ITEM 5. MARKET FOR THE REGISTRANT?S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) In June 1988, Registrant advised its unit holders that in order to avoid classification as a publicly traded limited partnership under the Internal Revenue Code, it would facilitate the transfer of units privately commencing July 1, 1988. There were no trades made through the Registrant?s matching service for the years ended June 30, 1993 through June 30, 2005. The Company has no knowledge of other transactions. Therefore, no bid and asked prices could be ascertained. (b) As of June 30 2005, there were 1,328 holders of record of 3,117,424 limited partnership interests. Pursuant to the Plan of Liquidation and Dissolution of All-State Properties, Inc. and the Limited Partnership Agreement of All-State Properties L.P. upon the dissolution of the Corporation, stockholders automatically received one unit of partnership interest for each share of stock held and became record holders of limited partnership units. However, until the stockholders submitted their stock certificates for exchange and had taken other necessary steps, they would not become limited partners. (c)(d) The Company never paid cash dividends on its common stock while it was a corporation. The Partnership declared cash distributions cumulatively totaling $0.85 per unit through August 31, 1989 and distributed $.40 per unit on May 8, 2001. II-1 ALL-STATE PROPERTIES L.P (A LIMITED PARTNERSHIP) (NOTE 1A) SELECTED FINANCIAL DATA AS OF AND FOR THE YEARS ENDED JUNE 30

SELECTED CASH FLOW AND AND OPERATING STATEMENT DATA 2 0 0 5 2 0 0 4 2 0 0 3 2 0 0 2 2 0 0 1 REVENUE: Equity in net earnings (Loss) of real estate partnerships $ (17,667) $ (20,643) $ (10,082) $ (13,438) $ 6,872,555 Other income - - 5,594 7,624 59,564 Total $ (17,667) $ (20,643) $ (4,488) $ (5,814) $ 6,932,119 Income (Loss) before Extraordinary Items $ (72,285) $ (69,206) $ (56,121) $ (85,154) $ 6,843,331 Net Income (Loss) $ (72,285) $ (69,206) $ (56,121) $ (85,154) $ 6,843,331 Per Share/Unit - fully diluted: Net income (Loss) be- fore Extraordinary Items $ (0.02) $ (0.02) $ (0.02) $ (0.03) $ 2.19 Net Income (Loss) $ (0.02) $ (0.02) $ (0.02) $ (0.03) $ 2.19 SELECTED BALANCE SHEET DATA Total Assets $ 270,031 $ 302,025 $ 307,148 $ 345,222 $ 658,146 Notes, mortgages and con- struction loans $ 152,696 $ 112,128 $ 34,000 $ - $ - Total $ 152,696 $ 112,128 $ 34,000 $ - $ - Cash Dividends Declared Per Share/Unit $ NONE $ NONE $ NONE $ NONE $ 0.40

See notes to financial statements. II-2 CITY PLANNED COMMUNITIES, (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) SELECTED FINANCIAL DATA AS OF AND FOR THE YEARS ENDED JUNE 30

SELECTED INCOME STATEMENT DATA 2 0 0 5 2 0 0 4 2 0 0 3 2 0 0 2 2 0 0 1 Sales and rental of real estate $ - $ - $ - $ - $ 21,705,571 Lease Income - - - - - Interest and other income 8,230 1,510 778 1,356 2,226,737 Total Revenues $ 8,230 $ 1,510 $ 778 $ 1,356 $ 23,932,308 Net Income(Loss) Before Extra- ordinary Items $ (47,827) $ (57,152) $ (28,161) $ (39,927) $ 22,636,326 Net Income(Loss) $ (47,827) $ (57,152) $ (28,161) $ (39,927) $ 22,636,326 SELECTED BALANCE SHEET DATA Total Assets $ 1,060,073 $ 959,883 $ 855,276 $ 866,154 $ 763,142 Partners' Cash Distributions $ - $ - $ - $ - $ 16,417,256 NOTE: Information shown is from the combined financial statements of City Planned Communities (liquidated July 1, 2001) and Tunicom LLC.

See notes to combined financial statement. II-3 ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ALL-STATE PROPERTIES L.P. The following discussion and analysis of our financial condition, results of operations, liquidity and capital resources should be read in conjunction with our financial statements and notes thereto. YEAR ENDED JUNE 30, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004 The net loss for the year ended June 30, 2005 as compared to the year ended June 30, 2004 represents the results of operations due to the administration of the Company and income from its investment in the real estate partnership, Tunicom LLC. YEAR ENDED JUNE 30, 2004 COMPARED TO YEAR ENDED JUNE 30, 2003 The net loss for the year ended June 30, 2004 as compared to the year ended June 30, 2003 represents the results of operations due to the administration of the Company and income from its investment in the real estate partnership, Tunicom LLC. LIQUIDITY AND CAPITAL RESOURCES During the years ended June 30, 2005 and June 30, 2004, cash used by operations was $47,327 and $61,480, respectively, primarily for the payment of general and administrative expenses. Since the company has no operating revenues, funds were advanced from a related party who advanced $33,000 and $77,000 in the years ended June 30, 2005 and 2004, respectively. The Company will continue to obtain funds from the related party to pay for future operating expenses. Through its investment in the real estate partnership, Tunicom LLC, the company expects to receive cash of approximately $500,000 in connection with Tunicom LLC?s sale of land which is anticipated to occur in March 2006. The related party advances will be repaid from the proceeds of the sale. ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ? TUNICOM LLC The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and notes thereto. YEAR ENDED JUNE 30, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004 The net loss for the year ended June 30, 2005 as compared to the year ended June 30, 2004 represents the results of operations due to the administration of the Company and its lone remaining assets, approximately five acres of real estate. The Company?s major asset was sold during the fiscal year ended June 30. 2001. II-4 ITEM 7. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ? TUNICOM LLC YEAR ENDED JUNE 30, 2004 COMPARED TO YEAR ENDED JUNE 30, 2003 The net loss for the year ended June 30, 2004 as compared to the year ended June 30, 2003 represents the results of operations due to the administration of the Company and its lone remaining assets, approximately five acres of real estate. The Company?s major asset was sold during the fiscal year ended June 30, 2001. LIQUIDITY AND CAPITAL RESOURCES During the years ended June 30, 2005 and June 30, 2004, cash used by operations was $51,097 and $54,283, respectively, primarily for the payment of administrative expenses and interest. The Company received financing from a lender in the amounts of $97,362 and $148,101 during the years ended June 30, 2005 and June 30, 2004. The Company advanced funds to a related party, All State Properties L.P. in the amounts of $33,000 and $77,000 in the years ended June 30, 2005 and 2004, respectively, and will continue to do advance funds to the related party as needed. Tunicom LLC is currently in the process of selling land for a purchase price of $1,800,000, and the Company anticipates receiving net closing proceeds of approximately $1,300,000. The sale is expected to occur in March 2006. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. II-5 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) YEARS ENDED JUNE 30, 2005, 2004 AND 2003 AUDITED I N D E X PAGE Report of Independent Registered Public Accounting Firm II-7 FINANCIAL STATEMENTS: Balance Sheets II-8 Statements of Operations II-9 Statements of Partners? Capital (Deficit) II-10 Statements of Cash Flows II-11/12 Notes to Financial Statements II-13/17 II-6 FREEMAN, BUCZYNER & GERO ONE SOUTHEAST THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners All-State Properties, L.P. Lauderhill, Florida We have audited the accompanying balance sheets of All-State Properties L.P. as of June 30, 2005, and 2004 and the related statements of operations, partners? capital and cash flows for each of the three years in the period ended June 30, 2005. These financial statements are the responsibility of the partnership?s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All-State Properties L.P. at June 30, 2005 and 2004 and the results of its operations and its cash flows for each of three years in the period ended June 30, 2005 in conformity with United States generally accepted accounting principles. September 1, 2005 II-7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS JUNE 30, 2005 AND 2004 (AUDITED) A S S E T S JUNE 30 2 0 0 5 2 0 0 4 Cash $ 8,759 $ 23,086 Investment in real estate partnership ? related parties 261,272 278,939 Total Assets $ 270,031 $ 302,025 LIABILITIES AND PARTNERS? CAPITAL LIABILITIES: Partnership distributions payable $ - $ 10,152 Deferred revenue ? related party 68,207 68,207 Accounts payable and other liabilities 11,375 1,500 Notes payable ? related parties including accrued interest of $8,696 and $1,128, respectively 152,696 112,128 232,278 191,987 COMMITMENTS AND CONTINGENCIES PARTNERS? CAPITAL: Partners? capital (3,772,419 units authorized, 3,118,065 units outstanding) 232,533 304,818 Notes receivable-officers/ partners including accrued interest of $54,923 in 2005 and 2004 (194,780) (194,780) 37,753 110,038 TOTAL LIABILITIES AND PARTNERS? CAPITAL $ 270,031 $ 302,025 See accompanying summary of accounting policies and notes to financial statements. II-8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) 2 0 0 5 2 0 0 4 2 0 0 3 REVENUES: Equity in loss of real estate partnership - related parties $ (17,667) $ (20,643) $ (10,082) Interest income - - 5,594 (17,667) (20,643) (4,488) COST AND EXPENSES: General and administrative expenses 47,050 44,645 51,408 Interest 7,568 3,918 225 Total 54,618 48,563 51,633 NET INCOME (LOSS) $ (72,285) $ (69,206) $ (56,121) NET INCOME OR (LOSS) PER PARTNERSHIP UNIT $ (0.02) $ (0.02) $ (0.02) CASH DISTRIBUTIONS PER UNIT $ NONE $ NONE $ NONE See accompanying summary of accounting policies and notes to financial statements. II-9 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS? CAPITAL YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED)

NOTES RECEIVABLE TOTAL NUMBER GENERAL LIMITED OFFICERS/ PARTNERS? OF UNITS PARTNER PARTNERS PARTNERS CAPITAL BALANCE - June 30, 2002 3,118,065 $ 2 $ 430,143 $ (189,237) $ 240,908 Net (loss) - - (56,121) - (56,121) Net increase in notes receivable- partners - - - (5,543) (5,543) BALANCE ? June 30, 2003 3,118,065 $ 2 $ 374,022 $ (194,780) $ 179,244 Net Partners (Loss) Distributions - - (69,206) - (69,206) BALANCE - June 30, 2004 3,118,065 $ 2 $ 304,816 $ (194,780) $ 110,038 Net Partners (Loss) Distributions - - (72,285) - (72,285) BALANCE - June 30, 2005 3,118,065 $ 2 $ 232,531 $ (194,780) $ 37,753

See accompanying summary of accounting policies and notes to financial statements. II-10 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) YEARS ENDED JUNE 30, 2 0 0 5 2 0 0 4 2 0 0 3 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Cash paid for general and administrative expenses $ (37,175) $ (58,690) $ (49,650) Interest paid - (2,790) - Payment for shares escheated (10,152) - (11,132) Net Cash (Used) Provided by Operating Activities (47,327) (61,480) (60,782) Cash Flows from Financing Activities: Proceeds (payments) on note-related party - net 33,000 77,000 34,000 Net Cash Provided (Used) by Financing Activities 33,000 77,000 34,000 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (14,327) 15,520 (26,782) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 23,086 7,566 34,348 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 8,759 $ 23,086 $ 7,566 See accompanying summary of accounting policies and notes to financial statements. II-11 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) YEARS ENDED JUNE 30, 2 0 0 5 2 0 0 4 2 0 0 3 Reconciliation of net income(Loss) to net cash (used) provided by operating activities: Net Income (Loss) $ (72,285) $ (69,206) $ (56,121) Adjustments to reconcile net (Loss) to net cash (used) provided by operating activities: (Profit) Loss from real estate partnership ? related parties 17,667 20,643 10,082 Changes in assets and liabilities: Decrease in other assets - - 1,210 Increase in accrued interest ? related party notes (net) 7,568 1,128 - (Increase) decrease in notes receivable-partners - - (5,543) (Decrease) increase in accounts payable and other liabilities 9,875 (14,045) 722 (Decrease) in partnership distributions payable (10,152) - (11,132) Total Adjustments 24,958 7,726 (4,661) NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (47,327) $ (61,480) $ (60,782) NON-CASH INVESTING AND FINANCING ACTIVITIES: Undistributed earnings in partnerships ? related parties $ 17,667 $ 20,643 $ 10,082 Income (loss) from real estate partnership related parties $ (17,667) $ (20,643) $ (10,082) See accompanying summary of accounting policies and notes to financial statements. II-12 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Operations All-State Properties L.P. (a limited partnership) (the Company) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by a predecessor corporation, All-State Properties, Inc. (the Corporation). Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to All-State Properties L.P., and the Corporation distributed such limited partnership interests to its shareholders. The Company?s principal business has been land development and the construction and sale of residential housing in Broward County, Florida. However, it has substantially completed its land development activities and the sale of residential housing. Its present activities are: Through a 36.12% owned Florida limited liability corporation, Tunicom LLC (Tunicom)(formerly known as Unicom Partnership Ltd.) the Company was engaged in the operation of a 324-unit adult rental apartment project that was sold during the year ended June 30, 2001. Through a 50% owned real estate joint venture, City Planned Communities (CPC), The Company was engaged in the development and sale of commercial and residential land. City Planned Community was liquidated on July 1, 2001. B. Limited Partnership The accompanying financial statements include only those assets, liabilities and results of operations, which relate to the business of All-State Properties, L.P. The financial statements do not include any assets, liabilities, revenues, or expenses attributable to the partners? individual activities. C. Cash and Cash Equivalents For the purposes of the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. D. Investments The Company owns 36.12% of a Florida limited liability corporation, Tunicom LLC, and uses the equity method of accounting to recognize income from its investment. II-13 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. Revenue Recognition In accordance with SEC Staff Accounting Bulletin No. 101, ?Revenue Recognition?, the Company recognizes income from its investment in real estate partnerships utilizing the equity method, and interest is recognized as earned with passage of time. F. Income (Loss) Per Partnership Unit Income (loss) per partnership unit is computed by dividing the net income (loss) by the weighted average number of units outstanding. G. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash balances in one financial institution. The balances are insured by the federally deposit insurance corporation up to $100,000. H. Fair Value of Financial Instruments Management estimates that the fair market value of cash, receivables, accounts payable, accrued expenses and short-term borrowings are not materially different from their respective carrying values due to the short-term nature of these instruments. Disclosures about the fair value of financial instruments are based on pertinent information available to management as of June 30, 2005. I. Income Taxes The Company is a limited liability company taxed as a partnership in which all elements of income and deductions are included in the tax returns of the members of the Company. Therefore, no income tax provision is recorded by the Company. II-14 (1 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) J. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. K. Recent Accounting Pronouncements In December 2003, FASB issued FIN 46(R) which deferred the effective date of the FASB Interpretation 46, Consolidation of Variable Interest Entities ? an interpretation of ARB 51, for entities with interest in a variable interest entity created before February 2003. FIN 46(R) addresses consolidation by business enterprises of variable interest entities for which the controlling financial interest is achieved through arrangement other than voting interests. Management has evaluated its investment in the real estate partnership and the impact of the adoption of FIN 46(R) on the Company?s financial statements and has determined that the investment does not fulfill the requirement of consolidation based on the adoption of FIN46(R). In November 2004, the FASB issued SFAS 151, Inventory Costs, which revised ARB 43, relating to inventory costs. This revision is to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and spoilage. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe the adoption of SFAS 151 will have a material impact on the Company?s financial statements. In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets, which changes the guidance in APB Opinion 29, Accounting for Nonmonetary Transactions. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective during fiscal years beginning after June 15, 2005. The Company does not believe the adoption of SFAS 153 will have a material impact on the Company?s financial statements. II?14 (2 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) K. Recent Accounting Pronouncements (Continued) In December 2004, the FASB issued SFAS 123(R), Share-Based Payment, which is a revision of SFAS 123, Accounting for Stock- Based Compensation. SFAS 123(R) is effective for public companies for interim or annual periods beginning after June 15, 2005, supersedes APB Opinion 25, Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of Cash Flows. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company does not believe the adoption of SFAS 123(R), effective beginning September 1, 2005, will have a material impact on the Company?s financial statements. In March 2005, the FASB issued Financial Interpretation 47, ?Accounting for Conditional Asset Retirement Obligations ? an interpretation of FASB Statement 143.? This Interpretation clarifies use of the term conditional asset retirement obligation in SFAS 143, ?Accounting for Asset Retirement Obligation.? Under SFAS 143 and FIN 47, unconditional obligations to perform asset retirement activities, even if the timing or method of settlement are conditional, result in a liability that must be recognized at fair value if the fair value can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The Company does not believe the adoption of FIN 47 will have a material impact on the Company?s financial statements. In May 2005, the FASB issued SFAS 154, ?Accounting Changes and Error Corrections ? a replacement of APB Opinion No. 20, ?Accounting Changes?, and FASB Statement 3, ?Reporting Accounting Changes in Interim Financial Statements?. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application of a change in accounting principle to be limited to the direct effects of the change and be applied to prior periods? financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Therefore this Statement did not impact the Company?s financial position or results of operations, but may in future periods. Page 14 (3 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 2 ? EQUITY (DEFICIENCY) IN PARTNERSHIP The Company has a 36.12% interest in Tunicom LLC and the following information summarizes the activity of the partnership for the years ended June 30, 2005, 2004 and 2003: 2 0 0 5 2 0 0 4 2 0 0 3 Total assets $ 1,060,073 $ 959,883 $ 855,276 Total liabilities 336,980 187,877 26,118 Net assets $ 723,093 $ 772,006 829,158 Revenues $ 8,230 $ 1,150 788 Net Income (loss) $ (47,827) $ (57,152) (28,161) Company?s share of net income $ (17,667) $ (20,643) (10,082) Equity in net assets $ 261,272 $ 278,939 299,582 NOTE 3 ? NOTES RECEIVABLE ? PARTNERS The notes receivable ? partners bear interest at 4% per annum, are non- recourse and are payable solely from the Company?s distributions. The Company has a lien on and a security interest in the units. All cash distributions are to be applied first to accrued interest, and then as a reduction of principal until paid in full. The notes and interest receivable have no maturity dates and because they are payable solely from the distributions, are reflected as a reduction of the equity of the Company. Based on the potential sale of Tunicom?s land, the Company estimates that after projected expenses approximately $14,800 will be distributed to these unit owners. The balance of the notes will be written off after the actual distribution is applied. Accrued interest through June 30, 2003 amounted to $54,923 at which time accrual of interest stopped based on the estimated amount to be realized. II-15 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 4 - INCOME TAXES The partnership is not subject to income taxes. Instead, the partners are required to include in their income tax return their share of the Company?s income or loss as adjusted to reflect the effects of certain transactions which are accorded different accounting treatment for federal income tax purposes. The partnership?s approximate income (losses) for tax reporting purposes for the years ended June 30, 2005, 2004 and 2003 was $(72,000), $(72,000) and $(73,000), respectively, which approximates income (losses) of ($0.02), ($0.02), and ($0.02) per unit, respectively, based on 3,118,065 outstanding partnership units. NOTE 5 - ACCOUNTS PAYABLE AND OTHER LIABILITIES: Account payable and other liabilities at June 30 consist of the following: 2 0 0 5 2 0 0 4 Fees $ 10,175 $ 1,500 Other 1,200 - $ 11,375 $ 1,500 NOTE 6 - PARTNERS? CAPITAL (DEFICIT) The limited partnership, from inception through June 30, 2005, has declared accumulated distributions of $1.25 per each partnership unit outstanding. The Company did not declare any distributions to its unit owners during the years ended June 30, 2005, 2004 and 2003. NOTE 7 ? NOTES PAYABLE 2 0 0 5 2 0 0 4 Related Parties: Note payable Tunicom LLC Unsecured 6% per annum demand note unpaid interest of $8,696 and $1,128 included in notes, respectively. $ 152,696 $ 112,128 II-16 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 8 - TUNICOM LLC ? OPERATIONS Tunicom L.L.C. has approximately five acres for sale as a site for an assisted living facility. This represents Tunicom?s sole remaining asset. Tunicom had entered into an agreement of purchase and sale to sell the property for a price of $1,700,000. Closing the transaction at that price, however, was contingent upon seller obtaining at its cost all governmental approvals required before a building permit can be issued and the availability of financing acceptable to buyer. Partners of Tunicom (with All-State Properties L.P. and its general partner abstaining) representing a majority interest in Tunicom voted to approve the transaction and the payment at closing of a fee in the amount of $250,000, to All-State Properties L.P.?s general partner for accomplishing the obtaining of all of the necessary approvals, governmental and otherwise, required under the agreement of purchase and sale and for assisting the buyer in securing the required financing. The general partner of All-State Properties L.P. is the president of the manager of Tunicom. The contract did not close during the prior year. However, Tunicom subsequently entered into a contract with new prospective purchasers to sell the property for a price of $1,800,000. Tunicom signed a Letter of Intent on June 21, 2004 and has received refundable deposits of $50,000 from the prospective purchasers. The same fee at closing mentioned above will be applicable. The closing on the sale of the property is expected to occur in March 2006. II-17 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) C O N T E N T S PAGE Report of Independent Registered Public Accounting Firm II-19 Financial Statements: Balance Sheets II-20 Statements of Operations II-21 Statements of Partners? Capital (Deficit) II-22 Statements of Cash Flows II-23/24 Notes to Financial Statements II-25/29 II-18 FREEMAN, BUCZYNER & GERO ONE SOUTHEAST THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners Tunicom LLC Lauderhill, Florida We have audited the accompanying balance sheets of Tunicom LLC (F.K.A. Unicom Partnernship, Ltd.) as of June 30, 2005, and 2004 and the related statements of operations, partners? capital and cash flows for each of the three years in the period ended June 30, 2005. These financial statements are the responsibility of the partnership?s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tunicom LLC (F.K.A. Unicom Partnership, Ltd.) as of June 30, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2005, in conformity with United States generally accepted accounting principles. September 1, 2005, except for Note 4, as to which the date is September 28, 2005 II-19 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) BALANCE SHEETS JUNE 30, 2005 AND 2004 (AUDITED) A S S E T S JUNE 30 2 0 0 5 2 0 0 4 Land and development costs $ 813,809 $ 801,597 Cash 2,715 1,662 Funds held in escrow 50,000 - Note receivable and accrued interest ? related parties 164,610 123,380 Prepaid expenses 30,025 33,244 Total Assets $ 1,061,159 $ 959,883 LIABILITIES AND PARTNERS? CAPITAL LIABILITIES: Accounts payable and accrued expenses $ 39,832 $ 39,301 Note payable ? line of credit including accrued interest of $1,685 and $475, respectively 247,148 148,576 Deposit on sale of land 50,000 - COMMITMENTS AND CONTINGENCIES PARTNERS? CAPITAL 724,179 772,006 TOTAL LIABILITIES AND PARTNERS? CAPITAL $ 1,061,159 $ 959,883 See accompanying summary of accounting policies and notes to financial statements. II-20 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) 2 0 0 5 2 0 0 4 2 0 0 3 REVENUES: Interest and other income $ 8,230 $ 1,510 $ 778 8,230 1,510 778 EXPENSES: General and administrative 23,127 52,347 28,939 Taxes and insurance 18,341 958 - 41,468 53,305 28,939 NET INCOME (LOSS) BEFORE OTHER EXPENSES: (33,238) (51,795) (28,161) OTHER EXPENSES: Interest 14,589 5,357 - NET INCOME (LOSS) $ (47,827) $ (57,152) $ (28,161) See accompanying summary of accounting policies and notes to financial statements. II-21 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF PARTNERS? CAPITAL YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED)

2 0 0 5 2 0 0 4 2 0 0 3 PARTNERS? CAPITAL - Beginning $ 772,006 $ 829,158 $ 857,319 Net loss (47,827) (57,152) (28,161) PARTNERS? CAPITAL - Ending $ 724,179 $ 772,006 $ 829,158

See accompanying summary of accounting policies and notes to financial statements. II?22 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) 2 0 0 5 2 0 0 4 2 0 0 3 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest received $ - $ 230 $ 778 Cash paid - interest (13,379) (8,101) - Cash paid ? suppliers, employees and administrative expenses (19,377) (45,454) (11,881) Cash paid taxes and insurance (18,341) (958) - Net Cash (Used) Provided by Operating) (51,097) (54,283) (11,103) Cash Flows from Investing Activities: Capital expenditures (12,212) (12,054) (59,843) Net Cash Provided (Used) by Investing Activities (12,212) (12,054) (59,843) Cash Flows from Financing Activities: Cash received (paid) ? related party (33,000) (111,875) (10,000) Cash received (paid) notes and mortgages 97,362 148,101 - Net Cash (Used) Provided by Financing Activities 64,362 36,226 (10,000) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,053 (30,111) (80,946) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 1,662 31,773 112,719 CASH AND CASH EQUIVALENTS - END OF YEAR $ 2,715 $ 1,662 $ 31,773 See accompanying summary of accounting policies and notes to financial statements. II-23 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) YEARS ENDED JUNE 30, 2 0 0 5 2 0 0 4 2 0 0 3 Reconciliation of net income to net cash provided (used) by operating activities: Net Income (Loss) $ (47,827) $ (57,152) $ (28,161) Adjustments to reconcile net income (loss) to net cash provided (used)by operating activities: (Increase) land and development costs $ - $ (6,290) $ - (Increase) in funds held in escrow (50,000) - - (Increase) in accrued interest ? notes receivable (8,230) (1,280) (225) (Increase) Decrease in prepaid assets 3,219 (3,219) - Increase in accounts payable and accrued expenses 531 13,183 17,283 Increase in accrued interest payable 1,210 475 - Increase in deposit on sale of land 50,000 - - Total Adjustments 3,270 2,869 17,058 NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (51,097) $ (54,283) $ (11,103) See accompanying summary of accounting policies and notes to financial statements. II-24 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Operations Tunicom LLC (Hereafter Tunicom) (formerly known as Unicom Partnership, Ltd.) was formed on October 27, 1986 to acquire land from City Planned Communities (a former related entity liquidated on July 1, 2001) for the purpose of constructing and operating a 324 unit rental project in Broward County, Florida, which operated as an adult apartment rental complex (AARC). In August 2000 the rental property was sold. The only remaining asset of the company consists of a vacant parcel of land. B. Cash and Cash Equivalent For purposes of the statements of cash flows, the Company considers all unrestricted cash with maturities of three months or less to be cash equivalents. C. Land and Development Cost Land is recorded at cost and includes costs capitalized in connection with the development of real estate. D. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash balances in one financial institution. The balances are insured by the federal deposit insurance corporation up to $100,000. E. Fair Value of Financial Instrument Management estimates that the fair market value of cash, receivables, accounts payable, accrued expenses and short-term borrowings are not materially different from their respective carrying values due to the short-term nature of these instruments. Disclosures about the fair value of financial instruments are based on pertinent information available to management as of June 30, 2005. F. Income Tax Reporting No provision is made in the financial statements for income taxes since such taxes are the responsibility of the partners and not the partnership. II?25 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) G. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. H. Recent Accounting Pronouncements In December 2003, FASB issued FIN 46(R) which deferred the effective date of the FASB Interpretation 46, Consolidation of Variable Interest Entities ? an interpretation of ARB 51, for entities with interest in a variable interest entity created before February 2003. FIN 46 addresses consolidation by business enterprises of variable interest entities for which the controlling financial interest is achieved through arrangement other than voting interests. Management has evaluated its investment in the real estate partnership and the impact of the adoption of FIN 46(R) on the Company?s financial statements and has determined that the investment does not fulfill the requirement of consolidation based on the adoption of FIN 46 (R). In November 2004, the FASB issued SFAS 151, Inventory Costs, which revised ARB 43, relating to inventory costs. This revision is to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and spoilage. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe the adoption of SFAS 151 will have a material impact on the Company?s financial statements. In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets, which changes the guidance in APB Opinion 29, Accounting for Nonmonetary Transactions. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective during fiscal years beginning after June 15, 2005. The Company does not believe the adoption of SFAS 153 will have a material impact on the Company?s financial statements. II-26 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. Recent Accounting Pronouncements (Continued) In December 2004, the FASB issued SFAS 123(R), Share-Based Payment, which is a revision of SFAS 123, Accounting for Stock- Based Compensation. SFAS 123(R) is effective for public companies for interim or annual periods beginning after June 15, 2005, supersedes APB Opinion 25, Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of Cash Flows. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company does not believe the adoption of SFAS 123(R), effective beginning September 1, 2005, will have a material impact on the Company?s financial statements. In March 2005, the FASB issued Financial Interpretation 47, ?Accounting for Conditional Asset Retirement Obligations ? an interpretation of FASB Statement 143.? This Interpretation clarifies use of the term conditional asset retirement obligation in SFAS 143, ?Accounting for Asset Retirement Obligation.? Under SFAS 143 and FIN 47, unconditional obligations to perform asset retirement activities, even if the timing or method of settlement are conditional, result in a liability that must be recognized at fair value if the fair value can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The Company does not believe the adoption of FIN 47 will have a material impact on the Company?s financial statements. In May 2005, the FASB issued SFAS 154, ?Accounting Changes and Error Corrections? ? replacement of APB Opinion 20, ?Accounting Changes?, and FASB Statement 3, ?Reporting Accounting Changes in Interim Financial Statements?. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application of a change in accounting principle to be limited to the direct effects of the change and be applied to prior periods? financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Therefore this Statement did not impact the Company?s financial position or results of operations, but may in future periods. II-27 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 2 ? NOTE RECEIVABLE RELATED PARTIES Tunicom advanced funds to two related entities. The funds are due on demand and accrue interest at 6% per annum. Interest of $9,610 and $1,280 is included in the notes for 2005 and 2004, respectively. NOTE 3 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at June 30, 2005 and 2004 consist of the following: 2 0 0 5 2 0 0 4 Accounts payable $ 31,992 $ 33,011 Real estate taxes 7,840 6,290 $ 39,832 $ 39,301 NOTE 4 ? NOTE PAYABLE ? LINE OF CREDIT Tunicom has an outstanding unsecured line of credit with a financial institution that accrued interest at 6% per annum through September 29, 2004 and accrues interest at prime plus 2% per annum (8% at June 30, 2005). The note which was scheduled to mature on September 29, 2005 was renewed for additional year on September 28, 2005. NOTE 5 ? COMMITMENTS AND CONTINGENCIES A. Distributions Presently, the cash flow that becomes available for distribution will be distributed as follows: As to the partners: .1000% G.P. Unicom .7662% to F. Trace, Inc. the former general partner of Tunicom 23.2758% to the newly admitted limited partners 37.9290% to Newnel Partnership 37.9290% to the Company (including 2.62% given to certain individuals who made cash advances to Tunicom on behalf of the the Company) 100.00% II-28 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2005, 2004 AND 2003 (AUDITED) NOTE 5 ? COMMITMENTS AND CONTINGENCIES (CONTINUED) B. Sale of Land Tunicom had previously entered into an agreement of purchase and sale to sell the property for a price of $1,700,000. The contract did not close during the prior year. However, Tunicom has signed a contract with new purchasers to sell the property for a price of $1,800,000. Tunicom signed a Letter of Intent on June 21, 2004 and received refundable deposits of $50,000 from the prospective purchasers. The closing on the sale of the property is expected to occur in March 2006. Closing the transaction at the price is contingent upon seller obtaining at its cost all governmental approvals required before a building permit can be issued and the availability of financing acceptable to buyer. Partners of Tunicom (with All-State Properties L.P. and its general partner abstaining) representing a majority interest in Tunicom voted to approve the transaction and the payment at closing of a fee in the amount of $250,000, to All-State Properties L.P.?s general partner for accomplishing the obtaining of all of the necessary approvals, governmental and otherwise, required under the agreement of purchase and sale and for assisting the buyer in securing the required financing. The general partner of All-State Properties L.P. is the president of the manager of Tunicom. NOTE 6 ? TRANSACTIONS WITH RELATED PARTIES A. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses include amounts payable to entities owned by related parties in the amount of $31,375 for 2005 and 2004, respectively. B. Management Fees Tunicom pays management fees to a company owned by the general partner at a rate of $1,250 a month. The total fee was $15,000 for 2005 and 2004, respectively. II-29 PART II ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures The Company?s general partner, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 150d-14(c)) as of a date within 90 days of filing date of this annual report (the ?Evaluation Date?), have concluded that as of the Evaluation Date, our disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company would be made known to them by others within the Company, particularly during the period in which this annual report was being prepared. (b) Changes in internal controls: There were no significant changes in our internal controls or in other factors that could significantly affect our internal controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such internal controls and procedures requiring corrective actions. As a result, no corrective actions were taken. ITEM 9B OTHER INFORMATION None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following information is provided with respect to each general partner and officer of Registrant. BUSINESS EXPERIENCE DURING NAME AGE PAST FIVE YEARS Stanley R. Rosenthal 76 General Partner; President and Chief Executive Officer of predecessor All-State Properties, Inc. since 1971 Managing Partner of Tunicom LLC. since 1989 President of SRR Consulting Corp. and President of SRR Management Corp. since July, 1997 III-1 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth aggregate cash compensation paid or accrued by the Registrant to the General Partner during the twelve months ended June 30, 2005. NAME OF INDIVIDUAL OR REGISTRANT?S SHARE NUMBER OF PERSONS CAPACITIES OF CASH IN GROUP IN WHICH SERVED COMPENSATION Stanley R. Rosenthal General Partner $ -0- All officers as a group (1 person) $ -0- ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of June 30, 2005 information concerning: (i) all the persons who are known to the Registrant to be the beneficial owners of more than 5% of the units of limited partnership interest; and (ii) the beneficial ownership of limited partnership units by the General Partner. AMOUNT BENEFICIALLY PERCENTAGE TITLE OF CLASS NAME & ADDRESS OWNED OF CLASS Limited J.W. Sopher Partnership 425 E. 61 Street Units New York, N.Y. 165,000 (1) 5.3% Limited Stanley R. Rosenthal Partnership c/o All-State Units Properties L.P. P.O. Box 5524 Ft. Lauderdale, FL 156,474 5.0% (1) Included 48,000 units owned directly and 117,000 units owned beneficially (67,000 units owned by a pension trust and 50,000 units owned by a corporation in which Mr. Sopher holds a 50% interest and in which Mr. Sopher holds shared voting and dispositive powers). ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The following discussion of certain relationships and related transactions should be read in conjunction with our financial statements and notes thereto. Name of specified person: Stanley R. Rosenthal Relationship of such person: General Partner with 5% ownership interest Amount of transactions: Notes receivable (4% interest, non-recourse) $ 94,503 Accrued interest receivable (non-recourse) $ 36,798 III-2 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED) Name of specified entity: Tunicom LLC Relationship of such entity: 36.12% ownership interest in entity Amount of transaction: Note payable (6% interest) $ (144,000) Accrued interest payable $ (8,696) ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following fees were invoiced by the auditing firm for the years ended June 30, 2 0 0 5 2 0 0 4 Audit fees $ 17,500 $ 20,000 Tax fees 3,500 5,000 Other fees - - $ 21,000 $ 25,000 The above services were not recognized at the time of engagement to be non- audit services, and such services are approved by the Company?s general partner prior to the completion of the audit. III-3 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES PAGE (a) 1. Financial Statements included in Part II of this report: FINANCIAL STATEMENTS: Registrant: Balance Sheets as of June 30, 2005 and 2004 II-8 Statements of Operations for the years ended June 30, 2005, 2004, and 2003 II-9 Statements of Changes in Partners' Capital (Deficit) for the years ended June 30, 2005, 2004 and 2003 II-10 Statements of Cash Flows for the years ended June 30, 2005, 2004 and 2003 II-11/12 Notes to Financial Statements for the years ended June 30, 2005, 2004 and 2003 II-13/17 Investment in real estate partnership: Balance Sheets as of June 30, 2005 and 2004 II-20 Statements of Operations for the years ended June 30, 2005, 2004 and 2003 II-21 Statements of Changes in Partner?s Capital (Deficit) for the years ended June 30, 2005, 2004 and 2003 II-22 Statements of Cash Flows for the years ended June 30, 2005, 2004 and 2003 II-23/24 Notes to Financial Statements for the years Ended June 30, 2005, 2004 and 2003 II-25/29 All other schedules are omitted, as the required information is not applicable or the information is presented in the financial statements or related notes. The registrant has not filed a Form 8-K during the fourth quarter of the fiscal year. IV-1 (b) (1) REPORTS ON FORM 8-K PAGE NO. OR INCORPORATION (c) EXHIBITS BY REFERENCE (3) Limited Partnership Incorporated by reference Agreement, All-State to the Registration Properties L.P. Statement of Registrant No. 2-90988 (4) (ii) Instruments Defining Rights of Security Holders, included Debentures: 4% Convertible Sub- Incorporated by reference ordinated Debenture, to Form 10-K for the year due 1989 ended June 30, 1985 (10)(iii) (A) Material Contracts: a. Stock Purchase Incorporated by reference agreement dated to the Registration April 18, 1984 Statement of Registrant between All-State No. 2-90988 Properties, Inc. and Security Management Corp. b. Loan Agreement Incorporated by reference between All-State to Form 10-K for the Properties, L.P. and year ended June 30, 1987 City Nat'l Bank of Florida dated April 20, 1987 - $2,400,000 c. Tunicom Partnership Incorporated by reference Ltd. Limited Partner- to Form 10-K for the ship Agreement dated year ended June 30, 1987 September 23, 1986 d. Loan Agreement Incorporated by reference between Tunicom Partner- to Form 10-K for the year ship Ltd. and Puller ended June 30, 1987 Mortgage Associates, Inc. dated 4/23/87 - $27,749,100 e. Management Contract Incorporated by reference between Tunicom Partner- to Form 10-K for the year ship Ltd. and Basic ended June 30, 1987 American Medical Inc. dated Sept. 29, 1986 IV-2 f. Contract of Sale Incorporated by reference between CPC and to Form 8-K dated Centex Real Estate July 7, 1989 Corporation dated May 2, 1989 g. Management Contract Incorporated by reference between Tunicom Partner- to Form 10-K for the year ship Ltd. and Senior ended June 30, 1989 Lifestyle Corporation dated 7/1/89 h. Settlement Agreement Incorporated by reference between CPC and MFM Group to Form 10-K for the year dated March 28, 1990 ended June 30, 1990 i. Settlement Agreement Incorporated by reference between Tunicom and MFM to Form 10-K for the year Group dated March 28, 1990 ended June 30, 1990. j. Amendment to Management Incorporated by reference Contract between Tunicom and to Form 10-K for the year Senior Lifestyle Corporation ended June 30, 1992 dated as of Jan. 1, 1992 k. Management Agreement Incorporated by reference between Tunicom and Stanley to Form 10-K for the year R. Rosenthal, Managing ended June 30, 1995 Partner of Owner dated August 1, 1995 l. Employment Agreement Incorporated by reference between Tunicom and Stanley to Form 10-K for the year R. Rosenthal, effective ended June 30, 1995 August 1, 1995 m. Lease and option to pur- Incorporated by reference chase agreements between to Form 8-K dated October Tunicom and CareMatrix 10, 1997 Corporation effective as of July 1, 1997 n. Disposition of assets in Incorporated by reference accordance with Option to Form 8-K dated August Agreement on August 16, 2000 16, 2000 (11) Exhibits indicating computa- IV-4 tion of earnings per unit for the years ended June 30, 2005 2004 and 2003 (22) Subsidiaries of the Registrant: (d) NONE Signature Page IV-5 IV-3 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT YEARS ENDED JUNE 30, 2005, 2004 AND 2003 2 0 0 5 2 0 0 4 2 0 0 3 Computation of pri- mary earnings per unit: Units issued 3,118,065 3,118,065 3,118,065 3,118,065 3,118,065 3,118,065 Net Income (Loss) Before Extraordinary Items $ (72,285) $ (69,206) $ (56,121) Computation of Fully diluted income (Loss) per unit Before Extra- ordinary Items $ (0.02) $ (0.02) $ (0.02) Net Income (Loss) After Extraordinary Items $ (72,285) $ (69,206) $ (56,121) Computation of Fully diluted income (Loss) per unit after Extra- ordinary Items $ (0.02) $ (0.02) $ (0.02) (A) Weighted average number of units outstanding See notes to financial statements. IV-4 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALL-STATE PROPERTIES L.P. By: ____________________ STANLEY R. ROSENTHAL General Partner Date: August 30, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. ALL-STATE PROPERTIES L.P. By: ____________________ STANLEY R. ROSENTHAL General Partner Date: August 30. 2005 IV-5 ALL-STATE PROPERTIES L.P. CERTIFICATIONS I, Stanley Rosenthal, certify that: 1. I have reviewed this annual report on Form 10-K of All-State Properties L.P.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this annual report; 4. The registrant?s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant?s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the ?Evaluation Date?); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; IV-6 CERTIFICATIONS (Continued) 5. The registrant?s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant?s auditors and the audit committee of registrant?s board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant?s ability to record, process, summarize and report financial data and have identified for the registrant?s auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant?s internal controls; and 6. The registrant?s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 30, 2005 _____________________ Stanley Rosenthal General Partner IV-7 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Stanley R. Rosenthal, certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of All-State Properties L.P. for the year ended June 30, 2005 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of All-State Properties L.P. Dated: August 30, 2005 By: Stanley R. Rosenthal Name: Stanley R. Rosenthal Title: General Partner IV-8