10-K 1 junrpt.txt ALL STATE PROPERTIES L.P. FORM 10-K 6-30-2004 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, 2004 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, 2004 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 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-6/26 ITEM 9. Change in a Disagreements with Accountants on Accounting and Financial Disclosure III-1 ITEM 9A Controls and Procedures 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, 2004 I N D E X PART IV ITEM 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K 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 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 I-3 (1 of 2) 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 year. However, Tunicom is currently in negotiations 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 subsequently received a deposit of $10,000 from the prospective purchasers. The same fee at closing mentioned above will be applicable. I-3 (2 of 2) (b)(1) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED) (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 AND RELATED SECURITY HOLDER MATTERS (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, 2004. The Company has no knowledge of other transactions. Therefore, no bid and asked prices could be ascertained. (b) As of June 30 2004, there were 1,328 holders of record of 3,117,424 limited partnership interests. In addition, 641 units have not been escheated to various states. 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 4 2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 0 REVENUE: Equity in net earnings (Loss) of real estate partnerships $ (20,643) $ (10,082) $ (13,438) $ 6,872,555 $ 683 Other income - 5,594 7,624 59,564 6,082 Total $ (20,643) $ (4,488) $ (5,814) $ 6,932,119 $ 6,765 Income (Loss) before Extraordinary Items $ (69,206) $ (56,121) $ (85,154) $ 6,843,331 $ (174,197) Net Income (Loss) $ (69,206) $ (56,121) $ (85,154) $ 6,843,331 $ (174,197) Per Share/Unit - fully diluted: Net income (Loss) be- fore Extraordinary Items $ (0.02) $ (0.02) $ (0.03) $ 2.19 $ (.05) Net Income (Loss) $ (0.02) $ (0.02) $ (0.03) $ 2.19 $ (.05) SELECTED BALANCE SHEET DATA Total Assets $ 302,025 $ 307,148 $ 345,222 $ 658,146 $ 6,526 Notes, mortgages and con- struction loans $ 112,128 $ 34,000 $ - $ - $ 612,077 4% convertible debentures, due 1989 including accrued interest $ - $ - $ - $ - $ 2,628,518 Total $ 112,128 $ 34,000 $ - $ - $ 3,240,595 Cash Dividends Declared Per Share/Unit $ NONE $ NONE $ NONE $ 0.40 $ NONE

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 4 2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 0 Sales and rental of real estate $ - $ - $ - $ 21,705,571 $ - Lease Income - - - - 5,744,412 Interest and other income 1,510 778 1,356 2,226,737 13,832 Total Revenues $ 1,510 $ 778 $ 1,356 $ 23,932,308 $ 5,758,244 Net Income(Loss) Before Extra- ordinary Items $ (57,152) $ (28,161) $ (39,927) $ 22,636,326 $ 419,267 Net Income(Loss) $ (57,152) $ (28,161) $ (39,927) $ 22,636,326 $ 419,267 SELECTED BALANCE SHEET DATA Total Assets $ 959,883 $ 855,276 $ 866,154 $ 763,142 $ 30,119,840 Partners' Cash Distributions $ - $ - $ - $ 16,417,256 $ 848,936 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 and results of operations should be read in conjunction with our financial statements and notes thereto. 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. YEAR ENDED JUNE 30, 2003 COMPARED TO YEAR ENDED JUNE 30, 2002 The net loss for the year ended June 30, 2003 as compared to the year ended June 30, 2002 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, 2002 COMPARED TO YEAR ENDED JUNE 30, 2001 The net loss for the year ended June 30, 2002 as compared to the year ended June 30, 2001 represents the results of operations due to the administration of the Company and income from its investment in the real estate partnership, Tunicom LLC. 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, 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. YEAR ENDED JUNE 30, 2003 COMPARED TO YEAR ENDED JUNE 30, 2002 The net loss for the year ended June 30, 2003 as compared to the year ended June 30, 2002 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 ANALAYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ? TUNICOM LLC YEAR ENDED JUNE 30, 2002 COMPARED TO YEAR ENDED JUNE 30, 2001 The net loss for the year ended June 30, 2002 as compared to the year ended June 30, 2001 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. 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, 2004, 2003 AND 2002 AUDITED I N D E X PAGE Report of Independent Registered Public Accounting Firm II-7 FINANCIAL STATEMENTS: Balance Sheets II-8 Statements of Operations II-9 Statements of Changes in Partners? Capital (Deficit) II-10 Statements of Cash Flows II-11/12 Notes to Financial Statements II-13/16 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, 2004, and 2003 and the related statements of operations, partners? capital and cash flows for each of the three years in the period ended June 30, 2004. 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, 2004 and 2003 and the results of its operations and its cash flows for each of three years in the period ended June 30, 2004 in conformity with United States generally accepted accounting principles. September 1, 2004 II-7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS JUNE 30, 2004 AND 2003 (AUDITED) A S S E T S JUNE 30 2 0 0 4 2 0 0 3 Cash $ 23,086 $ 7,566 Investment in real estate partnership ? related parties 278,939 299,582 Total Assets $ 302,025 $ 307,148 LIABILITIES AND PARTNERS? CAPITAL LIABILITIES: Partnership distributions payable $ 10,152 $ 10,152 Deferred revenue ? related party 68,207 68,207 Accounts payable and other liabilities 1,500 15,545 Notes payable ? related parties including accrued interest of $1,128 in 2004 112,128 34,000 $ 191,987 $ 127,904 COMMITMENTS AND CONTINGENCIES PARTNERS? CAPITAL: Partners? capital (3,772,419 units authorized, 3,118,065 units outstanding) $ 304,818 $ 374,024 Notes receivable-officers/ partners including accrued interest of $54,923 in 2004 and 2003 (194,780) (194,780) $ 110,038 $ 179,244 TOTAL LIABILITIES AND PARTNERS? CAPITAL $ 302,025 $ 307,148 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, 2004, 2003 AND 2002 AUDITED 2 0 0 4 2 0 0 3 2 0 0 2 REVENUES: Income (Loss) from real estate partnership - related parties $ (20,643) $ (10,082) $ (13,438) Interest income - 5,594 7,624 $ (20,643) $ (4,488) $ (5,814) COST AND EXPENSES: General and administrative expenses $ 44,645 $ 51,408 $ 79,340 Interest 3,918 225 - Total $ 48,563 $ 51,633 $ 79,340 NET INCOME (LOSS) $ (69,206) $ (56,121) $ (85,154) NET INCOME OR (LOSS) PER PARTNERSHIP UNIT $ (0.02) $ (0.02) $ (0.03) CASH DISTRIBUTIONS PER UNIT $ NONE $ NONE $ NONE See accompanying summary of accounting policies and notes to financial statements. II-9 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS? CAPITAL (DEFICIT) YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED

NOTES TOTAL RECEIVABLE PARTNERS NUMBER GENERAL LIMITED OFFICERS/ CAPITAL OF UNITS PARTNER PARTNERS PARTNERS (DEFICIT) BALANCE - June 30, 2001 3,118,065 $ 2 $ 515,297 $ (183,643) $ 331,656 Net (loss) - - (85,154) - (85,154) Net increase in notes receivable- partners - - - (5,594) (5,594) Partners distributions - - - - - 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) Partners distribution - - - - - 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

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, 2004, 2003 AND 2002 AUDITED YEARS ENDED JUNE 30, 2 0 0 4 2 0 0 3 2 0 0 2 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest and other income received $ - $ - $ 2,030 Cash paid for general and administrative expenses (58,690) (49,650) (55,273) Interest paid (2,790) - $ - Payment for shares escheated - (11,132) (314,451) Net Cash (Used) Provided by Operating Activities $ (61,480) $ (60,782) $ (367,694) Cash Flows from Financing Activities: Proceeds (payments) on note-related party - net $ 77,000 $ 34,000 $ - Payment of debentures - - - Net Cash Provided (Used) by Financing Activities $ 77,000 $ 34,000 $ - NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 15,520 $ (26,782) $ (367,694) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 7,566 34,348 402,042 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 23,086 $ 7,566 $ 34,348 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, 2004, 2003 AND 2002 AUDITED YEARS ENDED JUNE 30, 2 0 0 4 2 0 0 3 2 0 0 2 Reconciliation of net income(Loss) to net cash (used) provided by operating activities: Net Income (Loss) $ (69,206) $ (56,121) $ (85,154) Adjustments to reconcile net (Loss) to net cash (used) provided by operating activities: (Profit) Loss from real estate partnership ? related parties $ 20,643 $ 10,082 $ 13,438 Changes in assets and liabilities: Decrease in other assets - 1,210 - Increase in accrued interest ? related party notes (net) 1,128 - - (Increase) decrease in notes receivable-partners - (5,543) (5,594) (Decrease) increase in accounts payable and other liabilities (14,045) 722 12,134 (Decrease) in partnership distributions payable - (11,132) (302,518) Total Adjustments $ 7,726 $ (4,661) $ (282,540) NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (61,480) $ (60,782) $ (367,694) $ (1,182,613) NON-CASH INVESTING AND FINANCING ACTIVITIES: Deferred Revenue $ - $ - $ 68,207 Undistributed earnings in partnerships ? related parties $ (20,643) $ (10,082) $ (54,769) Income (loss) from real estate partnership related parties $ (20,643) $ (10,082) $ (13,438) 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, 2004, 2003 AND 2002 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, 2004, 2003 AND 2002 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 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, 2004. 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. J. Reclassifications Certain reclassifications were made to the 2002 financial statements in order to conform with year 2003 presentation. II-14 (1 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) K. 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. L. Recent Accounting Pronouncements In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (Statement 149), ?Amendment of FASB Statement No. 133 on Derivative and Hedging Transactions.? Statement 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. Statement 149 was effective for contracts entered into or modified after June 30, 2003. The adoption of Statement 149 did not have a material effect on the Company?s financial position or results of operations. In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 (Statement 150), ?Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.? Statement 150 established standards for how an issuer classifieds and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Statement 150 was effective for financial instruments entered into or modified after May 31, 2003, and otherwise became effective at the beginning of the first period beginning after June 15, 2003. The adoption of Statement 150 did not have a material effect on the Company?s financial position or results of operations. In December 2003, the FASB revised Statement of Financial Accounting Standards No. 132 (Statement 132), ?Employers? Disclosures about Pensions and Other Postretirement Benefits.? The revision was made to improve financial statement disclosures for defined benefit plans. Statement 132, as revised, requires companies to provide more details about their plan assets, benefit obligations, cash flows, benefits costs and other relevant information. In addition to increased annual disclosures, Statement 132, as revised, requires companies to II?14 (2 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED NOTE 1 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) L. Recent Accounting Pronouncements (Continued) report the various elements of pension and other postretirement benefit costs on a quarterly basis. The revision of Statement 132 is effective for financial statements with fiscal years ending after December 15, 2003. The interim-period disclosures of Statement 132, as revised, are effective for interim periods beginning after December 15, 2003. Management does not believe the adoption of Statement 132 will have a material effect on the Company?s financial position or results of operations. NOTE 2 ? EQUITY (DEFICIENCY) IN PARTNERSHIP The Company?s share of Tunicom?s income (loss) was $(26,643) in 2004, $(10,082) in 2003 and $13,438 in 2002. The Company?s equity in the partnership and the percentage of the equity in the partnership to the total assets of the Company as of June 30, is as follows, TUNICOM LLC 2004 $ 278,939 2004 92.36% 2003 $ 299,664 2003 90.00% 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 stop based on the estimated amount to be realized. II-14 (3 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 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, 2004, 2003 and 2002 was $(69,000), $(73,000) and $(141,000), respectively, which approximates income (losses) of ($0.02), ($0.02), and ($0.03) 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 4 2 0 0 3 Fees $ 1,500 $ 15,320 Other - 225 $ 1,500 $ 15,545 NOTE 6 - PARTNERS? CAPITAL (DEFICIT) The limited partnership, from inception through June 30, 2004, has declared accumulated distributions of $1.25 per each partnership unit outstanding. The partnership distributions payable represent the Company?s liability to the states for escheated units. During the year ended June 30, 2003, the Company escheated accumulated distributions in the amount of $11,132 to the various states. The Company did not declare any distributions to its unit owners during the year June 30, 2004. NOTE 7 ? NOTES PAYABLE RELATED PARTIES 2 0 0 4 2 0 0 3 Note payable general partner Unsecured non-interest bearing demand note $ - $ 24,000 Note payable Tunicom LLC Unsecured 6% per annum demand note unpaid interest of $1,128 included in notes 112,128 10,000 $ 112,128 $ 34,000 II-15 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 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 year. However, Tunicom is currently in negotiations 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 subsequently received a deposit of $10,000 from the prospective purchasers. The same fee at closing mentioned above will be applicable. II-16 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) FINANCIAL STATEMENTS JUNE 30, 2004 AUDITED C O N T E N T S PAGE Independent Auditor?s Report II-18 Financial Statements: Balance Sheets II-19 Statements of Operations II-20 Statements of Partners? Capital (Deficit) II-21 Statements of Cash Flows II-22/23 Notes to Financial Statements II-24/26 II-17 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, 2004, and 2003 and the related statements of operations, partners? capital and cash flows for each of the three years in the period ended June 30, 2004. 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, 2004 and 2003, and the results of their operations and their cash flows for each of three years in the period ended June 30, 2004, in conformity with United States generally accepted accounting principles. September 1, 2004 II-18 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) BALANCE SHEETS JUNE 30, 2004 AND 2003 (AUDITED) A S S E T S JUNE 30 2 0 0 4 2 0 0 3 Land and development costs $ 801,597 $ 783,253 Cash 1,662 31,773 Note receivable and accrued interest ? related parties 123,380 10,225 Prepaid expenses 33,244 30,025 Total Assets $ 959,883 $ 855,276 LIABILITIES AND PARTNERS? CAPITAL LIABILITIES: Accounts payable and accrued expenses $ 39,301 $ 26,118 Note payable ? line of credit including accrued interest of $475 148,576 - COMMITMENTS AND CONTINGENCIES PARTNERS? CAPITAL 772,006 829,158 TOTAL LIABILITIES AND PARTNERS? CAPITAL $ 959,883 $ 855,276 See accompanying summary of accounting policies and notes to financial statements. II-19 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED 2 0 0 4 2 0 0 3 2 0 0 2 REVENUES: Interest and other income $ 1,510 $ 778 $ 1,356 $ 1,510 $ 778 $ 1,356 EXPENSES: General and administrative $ 52,347 $ 28,939 $ 34,933 Taxes and insurance 958 - 6,350 $ 53,305 $ 28,939 $ 41,283 NET INCOME (LOSS) BEFORE DEPRECIATION , AMORTIZ- ATION AND INTEREST: $ (51,795) $ (28,161) $ (39,927) OTHER EXPENSES: Interest $ 5,357 $ - $ - NET INCOME (LOSS) $ (57,152) $ (28,161) $ (39,927) See accompanying summary of accounting policies and notes to financial statements. II-20 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF PARTNERS? CAPITAL (DEFICIT) YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED

2 0 0 4 2 0 0 3 2 0 0 2 PARTNERS? CAPITAL (DEFICIT) - Beginning $ 829,158 $ 857,319 $ 758,101 Distributions - - - Liquidation of City Planned Communities - - 136,415 Contributions - - 2,730 Net income (loss) (57,152) (28,161) (39,927) PARTNERS? CAPITAL (DEFICIT) - Ending $ 772,006 $ 829,158 $ 857,319

See accompanying summary of accounting policies and notes to financial statements. II?21 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED 2 0 0 4 2 0 0 3 2 0 0 2 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest received $ 230 $ 778 $ 1,356 Cash paid - interest (8,101) - - Cash paid ? suppliers, employees and administrative expenses (45,454) (11,881) (34,759) Cash paid taxes and insurance (958) - - Net Cash (Used) Provided by Operating Activities $ (54,283) $ (11,103) $ (33,403) Cash Flows from Investing Activities: Capital expenditures $ (12,054) $ (59,843) $ (19,600) Net Cash Provided (Used) by Investing Activities $ (12,054) $ (59,843) $ (19,600) Cash Flows from Financing Activities: Cash received (paid) ? related party $ (111,875) $ (10,000) $ - Cash received (paid) notes and mortgages 148,101 - - Net Cash (Used) Provided by Financing Activities $ 36,226 $ (10,000) $ - NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (30,111) $ (80,946) $ (53,003) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 31,773 112,719 165,722 CASH AND CASH EQUIVALENTS - END OF YEAR $ 1,662 $ 31,773 $ 112,719 See accompanying summary of accounting policies and notes to financial statements. II-22 TUNICOM LLC (A LIMITED LIABILITY CORPORATION) STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED YEARS ENDED JUNE 30, 2 0 0 4 2 0 0 3 2 0 0 2 Reconciliation of net income to net cash provided (used) by operating activities: Net Income (Loss) $ (57,152) $ (28,161) $ (39,927) Adjustments to reconcile net income (loss) to net cash provided (used)by operating activities: (Increase) in property plant and equipment $ (6,290) $ - $ - (Increase) in accrued interest ? notes receivable (1,280) (225) - (Increase) Decrease in other assets and accounts receivable (3,219) - 2,730 Increase in accounts payable and accrued expenses 13,183 17,283 3,794 Increase in accrued interest payable 475 - - Total Adjustments $ 2,869 $ 17,058 $ 6,524 NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (54,283) $ (11,103) $ (33,403) NON-CASH INVESTING AND FINANCING ACTIVITIES: Land and development costs $ - $ - (170,518) Deferred management fees - related parties - - 34,103 Partners? capital $ - $ - 136,415 See accompanying summary of accounting policies and notes to financial statements. II-23 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Operations City Planned Communities (Hereafter CPC), a partnership was formed in 1968 and was engaged in the business of land sales in Broward County, Florida. The two fifty percent partners of CPC were All-State Properties L.P. (a limited partnership) and NLI Partners, Ltd. (a limited partnership). The partnership was liquidated on July 1, 2001. Tunicom LLC (Hereafter Tunicom) (formerly known as Unicom Partnership, Ltd.) was formed on October 27, 1986 to acquire land from City Planned Communities (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 the company consist 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, 2004. 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 partnerships. II?24 TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 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 April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (Statement 149), ?Amendment of FASB Statement No. 133 on Derivative and Hedging Transactions.? Statement 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. Statement 149 was effective for contracts entered into or modified after June 30, 2003. The adoption of Statement 149 did not have a material effect on the Company?s financial position or results of operations. In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 (Statement 150), ?Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.? Statement 150 established standards for how an issuer classifieds and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Statement 150 was effective for financial instruments entered into or modified after May 31, 2003, and otherwise became effective at the beginning of the first period beginning after June 15, 2003. The adoption of Statement 150 did not have a material effect on the Company?s financial position or results of operations. In December 2003, the FASB revised Statement of Financial Accounting Standards No. 132 (Statement 132), ?Employers? Disclosures about Pensions and Other Postretirement Benefits.? The revision was made to improve financial statement disclosures for defined benefit plans. Statement 132, as revised, requires companies to provide more details about their plan assets, benefit obligations, cash flows, benefits costs and other relevant information. In addition to increased annual disclosures, Statement 132, as revised, requires companies to II-25 (1 of 2) TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. Recent Accounting Pronouncements (Continued) report the various elements of pension and other postretirement benefit costs on a quarterly basis. The revision of Statement 132 is effective for financial statements with fiscal years ending after December 15, 2003. The interim-period disclosures of Statement 132, as revised, are effective for interim periods beginning after December 15, 2003. Management does not believe the adoption of Statement 132 will have a material effect on the Company?s financial position or results of operations. 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 $1,280 is included in the notes. NOTE 3 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued Expenses at June 30, 2004 and 2003 consist of the following: 2 0 0 4 2 0 0 3 Accounts payable $ 33,011 $ 20,118 Real estate taxes 6,290 6,000 $ 39,301 $ 26,118 NOTE 4 ? NOTE PAYABLE ? LINE OF CREDIT Tunicom has an outstanding unsecured line of credit with a financial institution which matures on September 29, 2004. Interest for the outstanding principal balance accrues at 6% per annum. NOTE 5 ? COMMITMENTS AND CONTINGENCIES A. Distributions (See Note 6) Presently, the cash flow that becomes available for distribution will be distributed as follows: 3.49% to the non-partner distributees As to the partners: 1.00% to F. Trace, Inc. the former general partner of Tunicom 23.27% to the newly admitted limited partners II-25 (2 of 2) TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2004, 2003 AND 2002 AUDITED NOTE 5 ? COMMITMENTS AND CONTINGENCIES (CONTINUED) 36.12% to Newnel Partnership 36.12% to the Company (including 2.62% given to certain individuals who made cash advances to Tunicom on behalf of the the Company) 100.00% B. Sale of Land 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 year. However, Tunicom is currently in negotiations 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 subsequently received a deposit of $10,000 from the prospective purchasers. The same fee at closing mentioned above will be applicable. 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 2004. B. Management Fees Tunicom pays management fees to a company owned by the general partner at a rate of $1,250 a month. II-26 PART II ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 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. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF 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 75 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, 2004. 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 The following table sets forth as of June 30, 2004 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 Note payable (no interest) ? repaid in 2003 $ (30,000) 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: Notes payable (6% interest) ? repaid in 2003 $ (10,000) Accrued interest payable ? Repaid in 2003 $ (225) Note payable (6% interest) $ (111,000) Accrued interest payable $ (1,128) 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 4 2 0 0 3 Audit fees $ 20,000 $ 19,500 Tax fees 3,500 5,000 Other fees - - $ 23,500 $ 24,500 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 SCHEDULE AND REPORTS ON FORM 8-K PAGE (a) 1. Financial Statements included in Part II of this report: FINANCIAL STATEMENTS: Registrant: Balance Sheets as of June 30, 2004 and 2003 II-8 Statements of Operations for the years ended June 30, 2004, 2003, and 2002 II-9 Statements of Changes in Partners' Capital (Deficit) for the years ended June 30, 2004, 2003 and 2002 II-10 Statements of Cash Flows for the years ended June 30, 2004, 2003 and 2002 II-11/12 Notes to Financial Statements for the years ended June 30, 2004, 2003 and 2002 II-13/17 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, 2004 2003 and 2002 (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, 2004, 2003 AND 2002 2 0 0 4 2 0 0 3 2 0 0 2 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 $ (69,206) $ (56,121) $ (85,154) Computation of Fully diluted income (Loss) per unit Before Extra- ordinary Items $ (0.02) $ (0.02) $ (0.03) Net Income (Loss) After Extraordinary Items $ (69,206) $ (56,121) $ (85,154) Computation of Fully diluted income (Loss) per unit after Extra- ordinary Items $ (0.02) $ (0.02) $ (0.03) (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: September 1, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. ALL-STATE PROPERTIES L.P. By: ____________________ STANLEY R. ROSENTHAL General Partner Date: September 1, 2004 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: September 1, 2004 _____________________ 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, 2004 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: September 1, 2004 By: Stanley R. Rosenthal Name: Stanley R. Rosenthal Title: General Partner IV-8