10-K 1 junrpt.txt ALLSTATE PROPERTIES LP 10-K 6-30-2003 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, 2003 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, 2003 I N D E X PART 1 PAGE ITEM 1. Business I-3 ITEM 2. Properties I-6 ITEM 3. Legal Proceedings I-6 ITEM 4. Submission of Matters to a Vote of Security Holders I-6 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 Quantiative and Qualitative Disclosure About Market Risk II-5 ITEM 8. Financial Statements and Supplementary Data II-6/38 ITEM 9. Change in a Disagreements with Accountants on Accounting and Financial Disclosure III-1 PART III Item 10. Directors and Executive Officers of the Registrant III-1 ITEM 11. Executive Compensation III-1 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters III-2 ITEM 13. Certain Relationships and Related Transactions III-2 ITEM 14. Controls and Procedures III-3 ITEM 15. Principal Accountant Fees and Services III-3 ITEM 16. Exhibits, Financial Statement Schedule and Reports on Form 8-K IV-1/4 Signatures IV-5 Certifications IV-6/7 I-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 2002. (See Item 1(b)(1)(i)(a) and Note 2 and 8 to financial statements.) (ii) Through Tunicom, Registrant was engaged in a contract to sell its remaining five acres of commercial and residential land. (See Item 1 (b)(l)(i)(a) and Notes 2 and 8 to financial statements.) (b)(1) NARRATIVE DESCRIPTION OF BUSINESS (i) Adult Rental Apartment Project On June 25, 1997, Tunicom signed a Letter of Intent with CareMatrix Corporation (AMEX) to sell its 324-unit rental property which Letter became effective July 18, 1997. Prior to that date Tunicom, through its partners representing a majority interest in the partnership (the Company abstaining) voted to approve the transaction. The documents memorializing the transaction were executed on August 13, 1997 with an effective date of July 1, 1997, but dependent upon the completion of due diligence and the payment of $4,500,000 to Tunicom. On September 24, 1997, CareMatrix made the required payment and the initial phase of the transaction was completed. Tunicom used the proceeds for transaction costs ($325,000), partnership obligations ($1,400,000), and distributed $2,650,000 to certain partners to partially repay funds they invested in Tunicom. I-3 The $4,500,000 payment made by CareMatrix to Tunicom represented an option payment, in consideration for which CareMatrix was granted the option to purchase the facility in three years on June 30, 2000. The purchase price was 8.75 times the net operating income before depreciation for the year ended June 30, 2000, plus the then outstanding mortgage balance and other adjustments, less the $4,500,000 option payment. In the interim, CareMatrix leased the facility, retaining the sums of $518,700-the first year; $775,000-the second year; and $875,000-the third year out of cash flow each year and after payment of amounts due in connection with the facility's mortgage insured by the U.S. Department of Housing and Urban Development ("HUD"). The HUD-approved management company, SRR Management Corp., managed the facility at a rate approved by HUD of 4% of collections. Prior to the closing, the Optionee assigned its option to acquire Forest Trace. On August 16, 2000, the transaction was consummated and closed with F.C. Forest Trace L.L.C., the present owner. The purchase price was $47,159,295, including the outstanding principal balance plus accrued interest on the existing mortgage in the amount of $26,720,254,which was satisfied at closing. After giving effect to various adjustments, prorations and credits, including the deposit of $4,500,000 previously accounted for, the seller received net proceeds of $16,379,732. After payment of a brokerage commission in the amount of $232,190 and bonuses in the amount of $200,000 to key employees of Forest Trace, none of whom were employees of the Company, $15,000,000 was distributed to partners. The remaining balance of $947,542 was being held subject to true-up on November 15, 2000 of net operating income from the facility for the four months ending October 31, 2000. The Company?s share of the $15,000,000 distribution was $4,665,012. (See Item 7). Of the amount distributed to the Company, $769,038 was used to pay liabilities and $2,638,324 was used to pay the Company?s outstanding debentures together with accrued interest thereon. The balance in the amount of $1,257,650 was retained by the Company, and together with its share of the $947,542 being held, determined the amount of a distribution to the unit owners of $.40 a unit on May 8, 2001. Tunicom L.L.C. (?Tunicom?) sold the adult retirement community known as Forest Trace 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. I-4 Tunicom has now 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, 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. As a condition of the sale, the buyer has also insisted that All-State Properties L.P.?s general partner agree to manage the facility once built. There can be no assurance that the transaction contemplated by the agreement of purchase and sale will close. (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 one part-time person. (c) Tunicom had no foreign operations or export sales. I-5 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-6 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, 2003. The Company has no knowledge of other transactions. Therefore, no bid and asked prices could be ascertained. (b) As of June 30 2003, there were 1,324 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 3 2 0 0 2 2 0 0 1 2 0 0 0 1 9 9 9 REVENUE: Equity in net earnings (Loss) of real estate partnerships $ (10,082) $ (13,438) $ 6,872,555 $ 683 $ (23,295) Other income 5,594 7,624 59,564 6,082 7,364 Total $ (4,488) $ (5,814) $ 6,932,119 $ 6,765 $ (15,931) Income (Loss) before Extraordinary Items $ (56,121) $ (85,154) $ 6,843,331 $ (174,197) $ (235,948) Net Income (Loss) $ (56,121) $ (85,154) $ 6,843,331 $ (174,197) $ (235,948) Per Share/Unit - fully diluted: Net income (Loss) be- fore Extraordinary Items $ (0.02) $ (0.03) $ 2.19 $ (.05) $ (.08) Net Income (Loss) $ (0.02) $ (0.03) $ 2.19 $ (.05) $ (.08) SELECTED BALANCE SHEET DATA Total Assets $ 307,148 $ 345,222 $ 658,146 $ 6,526 $ 21,635 Notes, mortgages and con- struction loans $ 34,000 $ - $ - $ 612,077 $ 573,225 4% convertible debentures, due 1989 including accrued interest $ - $ - $ - $ 2,628,518 $ 2,563,433 Total $ 34,000 $ - $ - $ 3,240,595 $ 3,136,658 Cash Dividends Declared Per Share/Unit $ NONE $ NONE $ 0.40 $ NONE $ NONE

See notes to financial statements. II-2 CITY PLANNED COMMUNITIES, (A PARTNERSHIP) 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 3 2 0 0 2 2 0 0 1 2 0 0 0 1 9 9 9 Sales and rental of real estate $ - $ - $ 21,705,571 $ - $ - Lease Income - - - 5,744,412 5,352,291 Interest and other income 778 1,356 2,226,737 13,832 18,818 Total Revenues $ 778 $ 1,356 $ 23,932,308 $ 5,758,244 $ 5,371,109 Net Income(Loss) Before Extra- ordinary Items $ 28,939 $ (39,927) $ 22,636,326 $ 419,267 $ 307,173 Net Income(Loss) $ 28,939 $ (39,927) $ 22,636,326 $ 419,267 $ 307,173 SELECTED BALANCE SHEET DATA Total Assets $ 855,276 $ 866,154 $ 763,142 $ 30,119,840 $ 30,597,154 Partners' Cash Distributions $ - $ - $ 16,417,256 $ 848,936 $ 1,572,000 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, 2003 COMPARED TO YEAR ENDED JUNE 30, 2002 The net income 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 income 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. YEAR ENDED JUNE 30, 2001 COMPARED TO YEAR ENDED JUNE 30, 2000 The net income for the year ended June 30, 2001 as compared to the year ended June 30, 2000 reflects the income from its investment in the real estate partnership, Tunicom LLC that resulted from sale of assets as described in Note 8 to the financial statements. II-4 ITEM 7. MANAGEMENT?S DISCUSSION AND ANALAYSIS 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, 2003 COMPARED TO YEAR ENDED JUNE 30, 2002 The net income 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. YEAR ENDED JUNE 30, 2002 COMPARED TO YEAR ENDED JUNE 30, 2001 The net income 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. YEAR ENDED JUNE 30, 2001 COMPARED TO YEAR ENDED JUNE 30, 2000 The net income for the year ended June 30, 2001 as compared to the year ended June 30, 2000 reflects a gain from the sale of the adult rental retirement facility which was the company?s major asset as described in Note 7 to the financial statements. 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) (NOTE 1A) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED I N D E X PAGE Independent Auditor?s Report 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-13/18 SUPPLEMENTAL INFORMATION: Exhibits indicating the Computation of Earnings per Unit IV-4 Selected Financial Data II-2 Certification II-6 FREEMAN, BUCZYNER & GERO ONE SOUTHEAST THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 INDEPENDENT AUDITOR?S REPORT 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, 2003, and 2002 and the related statements of operations, partners? capital and cash flows for each of the three years in the period ended June 30, 2003. 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 auditing standards generally accepted in the United States of America. 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, 2003 and 2002 and the results of its operations and its cash flows for each of three years in the period ended June 30, 2003 in conformity with accounting principles generally accepted in the United States of America. We have also previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheets as of June 30, 2001, 2000 and 1999, and the related statements of operations, partners? capital, and cash flows for the years ended June 30, 2000 and 1999 (none of which are presented herein); and we expressed unqualified opinions on those financial statements. In our opinion, the information set forth in the selected financial data for each of the five years in the period ended June, 30 2003, appearing on page II-2, and the exhibit indicating the computation of earnings per unit, appearing on page IV-4, are fairly stated, in all material respects, in relation to the financial statements from which it has been derived. September 12, 2003 II-7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) BALANCE SHEETS JUNE 30, 2003 AND 2002 (AUDITED) A S S E T S JUNE 30 2 0 0 3 2 0 0 2 Cash $ 7,566 $ 34,348 Other assets - 1,210 Investment in real estate partnership ? related parties (Notes 1, 2 and 8) 299,582 309,664 Total Assets $ 307,148 $ 345,222 LIABILITIES AND PARTNERS? CAPITAL LIABILITIES: Partnership distributions payable (Note 6) $ 10,152 $ 21,284 Deferred revenue ? related party 68,207 68,207 Accounts payable and other liabilities (Note 5) 15,545 14,823 Notes payable ? related parties (Note 7) 34,000 - $ 127,904 $ 104,314 COMMITMENTS AND CONTINGENCIES (Notes 2 and 8) PARTNERS? CAPITAL: Partners? capital (3,772,419 units authorized, 3,118,065 units outstanding) (Notes 4 and 6) $ 374,024 $ 430,145 Notes receivable-officers/ partners including accrued interest of $54,923 in 2003 and $49,379 in 2002 (Note 3) (194,780) (189,237) $ 179,244 $ 240,908 TOTAL LIABILITIES AND PARTNERS? CAPITAL $ 307,148 $ 345,222 See accompanying summary of accounting policies and notes to financial statements. II-8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED 2 0 0 3 2 0 0 2 2 0 0 1 REVENUES (Note 8): Income (Loss) from real estate partnership - related parties (Note 2) $ (10,082) $ (13,438) $ 6,872,555 Interest income (Note 3) 5,594 7,624 59,564 $ (4,488) $ (5,814) $ 6,932,119 COST AND EXPENSES: General and administrative expenses(Note 1E) $ 51,408 $ 79,340 $ 70,128 Interest (Notes 1E) 225 - 18,660 Total $ 51,633 $ 79,340 $ 88,788 NET INCOME (LOSS) $ (56,121) $ (85,154) $ 6,843,331 NET INCOME OR (LOSS) PER PARTNERSHIP UNIT (Note 1F) $ (0.02) $ (0.03) $ 2.19 CASH DISTRIBUTIONS PER UNIT $ NONE $ NONE $ 0.40 See accompanying summary of accounting policies and notes to financial statements. II-9 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) STATEMENTS OF CHANGES IN PARTNERS? CAPITAL (DEFICIT) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED

NOTES TOTAL RECEIVABLE PARTNERS NUMBER GENERAL LIMITED OFFICERS/ CAPITAL OF UNITS PARTNER PARTNERS PARTNERS (DEFICIT) BALANCE - June 30, 2000 3,118,065 $ 2 $ (4,558,180) $ (230,049) $ (4,788,229) Net (Loss) - - 6,843,331 - 6,843,331 Net increase in notes receivable- Partners - - - 46,406 46,406 Partners distributions - - (1,769,852) - (1,769,852) BALANCE - June 30, 2001 3,118,065 $ 2 $ 515,299 $ (183,643) $ 331,656 Net income - - (85,154) - (85,154) Net decrease 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

See accompanying summary of accounting policies and notes to financial statements. II-10 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED YEARS ENDED JUNE 30, 2 0 0 3 2 0 0 2 2 0 0 1 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (Note 1E) Cash Flows from Operating Activities: Interest and other income received $ - $ 2,030 $ 105,970 Cash paid for general and administrative expenses (49,650) (55,273) (101,408) Interest paid - $ - (1,187,175) Payment for shares escheated (11,132) (314,451) - Net Cash (Used) Provided by Operating Activities $ (60,782) $ (367,694) $ (1,182,613) Cash Flows from Financing Activities: Proceeds(payment) from notes payable - net $ - $ - $ (508,461) Proceeds (payments) on note-related party - net 34,000 - (145,537) Payment of debentures - - (1,643,198) Net Cash Provided (Used) by Financing Activities $ 34,000 $ - $ (2,297,196) Cash Flows from Investing Activities: Distribution to partners $ - $ - $ (1,707,897) Distribution from partner- ship - - 5,584,432 Net Cash Provided (Used) by Investing Activities $ - $ - $ 3,876,535 See accompanying summary of accounting policies and notes to financial statements. II-11 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED 2 0 0 3 2 0 0 2 2 0 0 1 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (26,782) $ (367,694) $ 396,726 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 34,348 402,042 5,316 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 7,566 $ 34,348 $ 402,042 See accompanying summary of accounting policies and notes to financial statements. II-11 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED YEARS ENDED JUNE 30, 2 0 0 3 2 0 0 2 2 0 0 1 Reconciliation of net income(Loss) to net cash (used) provided by operating activities: Net Income (Loss) $ (56,121) $ (85,154) $ 6,843,331 Adjustments to reconcile net (Loss) to net cash (used) provided by operating activities: (Profit) Loss from real estate partnership ? related parties $ 10,082 $ 13,438 $ (6,872,555) Changes in assets and liabilities: Decrease in other assets 1,210 - - (Decrease) in accrued interest - notes payable - - (103,616) (Decrease) in accrued interest ? related party notes (net) - - (79,579) (Increase) decrease in notes receivable-partners (5,543) (5,594) 46,406 (Decrease) in 4% convertible subordinated debenture accrued interest - - (985,320) (Decrease) increase in liabilities 722 12,134 (31,280) (Decrease) in partnership distributions payable (11,132) (302,518) - Total Adjustments $ (4,661) $ (282,540) $ (8,025,944) NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (60,782) $ (367,694) $ (1,182,613) NON-CASH INVESTING AND FINANCING ACTIVITIES: Deferred Revenue $ 0 68,207 - Undistributed earnings in partnerships ? related parties $ (10,082) (54,769) - Income (loss) from real estate partnership related parties $ (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) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 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. 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. C. 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. No effect was given to the convertible debentures that were dilutive and were repaid in 2001. II-13 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. 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. E. 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. F. 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. G. Fair Value of Financial Instrument We estimate that the fair market value of all of our financial instruments at June 30, 2003 and 2002 are not materially different from the aggregate carrying value due to the short-term nature of these instruments. H. Recent Accounting Pronouncements In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, ?Goodwill and Other Intangible Assets.? Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed at least annually for impairment. The Company adopted SFAS No. 142 effective July 1, 2002, which did not have a material effect on the Company?s financial position or results of operations. Statement of Financial Accounting Standard No. 143, ?Accounting for Asset Retirement Obligations?, (?SFAS 143?) requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing II-14 (1 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. Recent Accounting Pronouncements (Continued) the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The standard is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS 143 on July 1, 2002 did not have a material effect on the Company?s results of operations or liquidity. In August 2001, the FASB issued SFAS No. 144, ?Accounting for the Impairment or Disposal of Long-Lived Assets. This statement supersedes FASB No. 121, ?Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to Be Disposed of? and the accounting and reporting provisions of APB Opinion No. 30, ?Reporting the Results of Operations ? Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.? The Company adopted SFAS No. 144 effective July 1, 2002. The adoption of SFAS 144 did not have a material impact on the Company?s financial position or results from operations. Statement of Financial Accounting Standards No. 145, ?Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections? (?SFAS 145?) updates, clarifies, and simplifies existing accounting pronouncements. SFAS No. 145 rescinds Statement 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Opinion 30 will now be used to classify those gains and losses. Statement 64 amended Statement 4, and is no longer necessary because Statement 4 has been rescinded. Statement 44 was issued to establish accounting requirements for the effects of transition to the provisions of the motor Carrier Act of 1980. Because the transition has been completed, Statement 44 is no longer necessary. SFAS 145 amends Statement 13 to require that certain lease modifications that have economic effects similar to sale- leaseback transactions to accounted for in the same manner as sale- leaseback transactions. This amendment is consistent with FASB?s goal requiring similar accounting treatment for transactions that have similar economic effects. This statement is effective for fiscal years beginning after May 15, 2002. The adoption of SFAS 145 on July 1, 2002 did not have material impact on the Company?s financial position, results of operations or liquidity. II-14 (2 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. Recent Accounting Pronouncements (Continued) Statement of Financial Accounting Standards No. 146, ?Accounting for Exit or Disposal Activities? (?SFAS 146?) addresses the recognition, measurement, and reporting of cost that are associated with exit and disposal activities that are currently accounted for pursuant to the guidelines set forth in EITF 94-3, ?Liability Recognition for Certain Employee Termination Benefits and Other Costs to exit an Activity (including Certain Cost Incurred in a Restructuring),? cost related to terminating a contract that is not a capital lease and one-time benefit arrangements received by employees who are involuntarily terminated ? nullifying the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit or disposal activity is recognized in the periods in which it is incurred rather than at the date the Company committed to the exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002 with earlier application encouraged. The adoption of SFAS 146 did not have a material impact on the Company?s financial position, results of operations or liquidity. In December 2002, the FSAB issued Statement of Financial Accounting Standards No. 148,?Acounting for Stock-Based Compensation ? Transition and Disclosure? (?SFAS 148?). SFAS 148 provides alternative methods of transition to SFAS 123?s fair value method of accounting for stock-based employee compensation. It also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entity?s accounting with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS 148?s amendment of the transition and annual disclosure requirements of SFAS 123 are effective for fiscal years ending after December 15, 2002. SFAS 148?s amendment of the disclosure requirements of Opinion 28 is effective for interim periods beginning after December 15, 2002 and did not have a material impact on the Company?s financial position, results of operations or liquidity. I. Reclassifications Certain reclassifications were made to the 2002 financial statements in order to conform with year 2003 presentation. II-14 (3 of 3) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE RECEIVABLE The Company owned a 50% interest in City Planned Communities (a general partnership) (CPC) and owns a 36.12% limited partnership interest in a Tunicom LLC (formerly known as Unicom Partnership Ltd.). The beneficial owners of Tunicom LLC were substantially the same as the beneficial owners of City Planned Communities. Tunicom LLC acquired land from City Planned Communities and constructed an adult apartment rental community. In June, 1995, the partners of CPC agreed to contribute $13,351,210 in notes, loans and accrued interest to Tunicom?s capital, and they received a preferred distribution position. In 2001, through the sale of substantially all the assets of Tunicom, funds were generated to repay the preferred capital contributions in full. The Company discontinued applying the equity method to its investment in Tunicom LLC (Tunicom) in 1988 when the investment account was reduced to zero. The Company resumed applying the equity method in 2001 after its share of the net income from Tunicom exceeded the share of net losses that were not recognized in the amount of approximately $6,000,000. The Company?s share of Tunicom?s income (loss) was $(10,082) in 2003, $13,438 in 2002 and $5,896,110 in 2001. The Company?s equity (deficiency) in the partnership and the percentage of the equity (deficit) in the partnerships to the total assets of the Company as of June 30, is as follows, TUNICOM PARTNERSHIP LTD. (NOTE 12) 2003 $ 299,582 2003 97.00% 2002 $ 309,664 2002 90.00% II-15 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE RECEIVABLE (CONTINUED) In consideration of cash advances in the amount of $13,351,210 made and services rendered by certain individuals to Tunicom, Tunicom agreed to distribute to these individuals 26.76% (including 5% to the general partner of the Company) of any of its cash that becomes available for distribution. In accordance with the distribution agreements of Tunicom and CPC, and after the distribution of $13,351,210 was made in 2001, the Company received a distribution of approximately $5,800,000 and is presently entitled to receive 36.12% of future distributions. As a result of prior years cash advances made to Tunicom by certain individuals on behalf of the Company, The Company agreed to give these individuals 3.60% of its share of the 36.12%. The Company also assigned 10.23% of its share of distributions from CPC to individuals in consideration of funds advanced by them to the Company. NOTE 3 - NOTES RECEIVABLE - PARTNERS In 1984, the Company received cash and notes receivable from the former treasurer and the general partner of the Company as a result of the exercise of options to acquire shares of common stock, which were subsequently exchanged for limited partnership units. The notes 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 $16,000 will be distributed to these unit owners. The balance of the notes will be written off after the actual distribution is applied. II-16 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 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, 2003, 2002 and 2001 was $(58,000), $(85,000) and $6,400,000, respectively, which approximates income (losses) of ($0.02), ($0.03), and ($2.06) 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 3 2 0 0 2 Fees $ 15,320 $ 14,981 Other 225 9,192 $ 15,545 $ 24,173 NOTE 6 - PARTNERS? CAPITAL (DEFICIT) The limited partnership, from inception through June 30, 2003, 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, 2003. NOTE 7 ? NOTES PAYABLE RELATED PARTIES 2 0 0 3 2 0 0 2 Note payable general partner Unsecured non-interest bearing demand note $ 24,000 $ - Note payable Tunicom L.L.C. Unsecured 6% per annum demand note unpaid interest of $225 included in accounts payable 10,000 - $ 34,000 $ - II-17 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) (NOTE 1A) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 8 - TUNICOM LLC ? OPERATIONS On August 16, 2000, Tunicom sold the adult rental retirement facility, including the real property and certain tangible and intangible assets, for a purchase price of $47,159,295. After giving effect to a deposit of $4,500,000 previously accounted for, the existing mortgage in the amount of $26,720,254 and various adjustments, Tunicom received net proceeds of $16,379,732. Tunicom distributed $16,200,000 to its partners and All-State Properties, L.P.?s share was approximately $5,800,000, which was used to pay the Company?s outstanding debentures and accrued interest in the amount of $2,638,324 and liabilities in the amount of $769,038. Total revenue includes additional income in the amount of $5,150,666 from real estate partnerships resulting from the realization of a $4,407,944 (All-State Properties? share) allowance for loss that had been previously deducted against the investment in Tunicom and the balance from the adjustment of the Company?s equity in the partnerships. Tunicom L.L.C. retained approximately five acres for sale as 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 has now 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, 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 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. As a condition of the sale, the buyer has also insisted that All-State Properties L.P.?s general partner agree to manage the facility once built. There can be no assurance that the transaction contemplated by the agreement of purchase and sale will close. II-18 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINED FINANCIAL STATEMENTS JUNE 30, 2003 AUDITED C O N T E N T S PAGE Independent Auditor?s Report II-20 Combined Financial Statements: Balance Sheets II-21 Statements of Operations II-22 Statements of Partners? Capital (Deficit) II-23 Statements of Cash Flows II-24/25 Notes to Financial Statements II-26/30 Supplemental Information: Explanation of eliminations to combining financial statements II-31 Combining Balance Sheets II-32/33 Combining Statements of Operations II-34 Combining Statements of Partners? Capital (Deficit) II-35 Combining Statements of Cash Flows II-36/38 Selected Financial Data II-3 II-19 FREEMAN, BUCZYNER & GERO ONE SOUTHEAST THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 INDEPENDENT AUDITOR?S REPORT To the Partners Tunicom LLC Lauderhill, Florida We have audited the accompanying combined balance sheets of City Planned Communities (liquidated July 1, 2001) and Tunicom LLC (F.K.A. Unicom Partnernship, Ltd. ? Note 1) as of June 30, 2003, and 2002 and the related statements of operations, partners? capital and cash flows for each of the three years in the period ended June 30, 2003. These financial statements are the responsibility of the partnerships? management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 combined financial statements referred to above present fairly, in all material respects, the financial position of City Planned Communities and Tunicom LLC (F.K.A. Unicom Partnership, Ltd.) as of June 30, 2003 and 2002, and the results of their operations and their cash flows for each of three years in the period ended June 30, 2003, in conformity with accounting principles generally accepted in the United States of America. We have also previously audited, in accordance with auditing standards generally accepted in the United States of America, the combined balance sheets as of June 30, 2001, 2000 and 1999, and the related statements of operations, partners? capital, and cash flows for the years ended June 30, 2000 and 1999 (none of which are presented herein); and we expressed unqualified opinions on those financial statements. In our opinion, the information set forth in the selected financial data for each of the five years in the period ended June, 30 2003, appearing on page II-3, and the explanation of eliminations to combining financial statements and related combining balance sheets and statements of operations, partners? capital and cash flows, appearing on pages II-31 and through II-38, are fairly stated, in all material respects, in relation to the financial statements from which it has been derived. September 12, 2003 II-20 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINED BALANCE SHEETS JUNE 30, 2003 AND 2002 (AUDITED) A S S E T S JUNE 30 2 0 0 3 2 0 0 2 Land and development costs ( Note 1C) $ 783,253 $ 723,410 Cash 31,773 112,719 Note receivable and accrued interest ? related party 10,225 - Prepaid expenses 30,025 30,025 Total Assets $ 855,276 $ 866,154 LIABILITIES AND PARTNERS? CAPITAL LIABILITIES: Accounts payable and accrued expenses (Note 2) $ 26,118 $ 8,835 COMMITMENTS AND CONTINGENCIES (Note 5) - - PARTNERS? CAPITAL 829,158 857,319 TOTAL LIABILITIES AND PARTNERS? CAPITAL $ 855,276 $ 866,154 See accompanying summary of accounting policies and notes to financial statements. II-21 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINED STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED 2 0 0 3 2 0 0 2 2 0 0 1 REVENUES: Net sale of assets (Note 7) $ - $ - $ 21,705,571 Interest and other income 778 1,356 50,487 Forgiveness of interest (Note 4 and 7) - - 2,226,737 $ 778 $ 1,356 $ 23,982,795 EXPENSES: General and administrative (Note 3) $ 28,939 $ 34,933 $ 982,114 Taxes and insurance - 6,350 92,046 $ 28,939 $ 41,283 $ 1,074,160 NET INCOME (LOSS) BEFORE DEPRECIATION , AMORTIZ- ATION AND INTEREST: $ (28,161) $ (39,927) $ 22,908,635 OTHER EXPENSES: Interest $ - $ - $ 272,309 $ - $ - $ 272,309 NET INCOME (LOSS) $ (28,161) $ (39,927) $ 22,636,326 See accompanying summary of accounting policies and notes to financial statements. II-22 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINED STATEMENTS OF PARTNERS? CAPITAL (DEFICIT) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED

2 0 0 3 2 0 0 2 2 0 0 1 PARTNERS? CAPITAL (DEFICIT) - Beginning $ 857,319 $ 758,101 $ (5,460,970) Distributions (Note 5) - - (16,417,255) Liquidation of City Planned Communities - 136,415 - Contributions - 2,730 - Net income (loss) (28,161) (39,927) 22,636,326 PARTNERS? CAPITAL (DEFICIT) - Ending $ 829,158 $ 857,319 $ 758,101 See accompanying summary of accounting policies and notes to financial statements. II?23 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED 2 0 0 3 2 0 0 2 2 0 0 1 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest received $ 778 $ 1,356 $ 144,191 Cash paid - interest - - (407,180) Cash paid ? suppliers, employees and administrative expenses (11,881) (34,759) (1,482,450) Net sales of property - - 43,214,691 Net Cash (Used) Provided by Operating Activities $ (11,103) $ (33,403) $ 41,469,252 Cash Flows from Investing Activities: Capital expenditures - net $ (59,843) $ (19,600) $ - Partners? (distributions) contributions - net - - (16,417,256) Net Cash Provided (Used) by Investing Activities $ (59,843) $ (19,600) $ (16,417,256) Cash Flows from Financing Activities: Cash received (paid) ? related party $ (10,000) $ - $ 200,611 Cash received (paid) notes and mortgages - - (26,751,910) Net Cash (Used) Provided by Financing Activities $ (10,000) $ - $ (26,551,299) See accompanying summary of accounting policies and notes to financial statements. II-24 (1 of 2) CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIAABILITY CORPORATION) COMBINED STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED 2 0 0 3 2 0 0 2 2 0 0 1 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (80,946) $ (53,003) $ (1,499,303) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 112,719 165,722 1,665,025 CASH AND CASH EQUIVALENTS - END OF YEAR $ 31,773 $ 112,719 $ 165,722 See accompanying summary of accounting policies and notes to financial statements. II-24 (2 of 2) CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINED STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED YEARS ENDED JUNE 30, 2 0 0 3 2 0 0 2 2 0 0 1 Reconciliation of net income to net cash provided (used) by operating activities: Net Income (Loss) $ (28,161) $ (39,927) $ 22,636,326 Adjustments to reconcile net income (loss) to net cash provided (used)by operating activities: Decrease in property plant and equipment $ - $ - $ 24,496,319 (Increase) in accrued interest ? notes receivable (225) - (134,871) Decrease in prepaid expenses - - 159,596 Decrease in other assets and accounts receivable - 2,730 - Decrease (increase) in accounts payable and accrued expenses 17,283 3,794 (1,165,326) Decrease in deferred management fee - - 597,440 Decrease in deferred profit - - (2,987,200) Decrease in unamortized interest - - (2,212,612) Decrease in notes receivables - - 79,579 Total Adjustments $ 17,058 $ 6,524 $ 18,832,925 NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (11,103) $ (33,403) $ 41,469,251 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-25 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC(A LIMITED LIABILITY CORPORATION) NOTES TO COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization, Operations and Principles of Combination 1. City Planned Communities (Hereafter CPC) The 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. 2. Tunicom LLC (Hereafter Tunicom) The limited liability corporation (formerly known as Unicom Partnership, Ltd.) was formed on October 27, 1986 to acquire land from CPC 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). Effective July, 1997, Tunicom leased its property and in August 2000 the rental property was sold (Note 7). 3. Basis for Combination All-State Properties L.P. and entities under common control with the partners of NLI Partners, Ltd. Have a 93% limited partnership interest in Tunicom. Accordingly, the beneficial owners of Tunicom are substantially the same as those of CPC. Therefore, the financial statements of CPC and Tunicom are being presented on a combined basis to offer a more complete presentation of the related entities. All intercompany transactions have been eliminated to combination. In 1987, Tunicom purchased 78 acres of land from CPC. Due to the related ownership and control of the two entities and in accordance with prescribed accounting standards. CPC deferred the gross profit of approximately $3,158,000 from this sale and a related management fee expense of $631,000. In 2001 when substantially all the property was sold, CPC recognized deferred income of $2,987,000 and a management fee of $597,000. The balance of the deferred revenue of approximately $170,000 and the related management fee expense of $34,000 were eliminated upon liquidation of CPC in July 2001 and assumed by the partners. II-26 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. Organization, Operations and Principles of Combination (Continued) 4. 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. 5. 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. B. Property and Equipment (Note 7) 1. The building that was sold in August 2000 was depreciated using the straight-line method over an estimated useful life of 40 years for financial statement purposes, whereas the modified accelerated cost recovery system (MACRS) method over 27-1/2 years was used for tax presentation. Since the company is a partnership, income or losses are reported by the partners. Accordingly, no tax effect resulted from the temporary differences. 2. Furniture and equipment that were sold in August 2000 were depreciated using MACRS form both tax and financial statement presentation. Differences between this method and other accelerated depreciated methods were not material. C. Land and Development Cost Land is recorded at cost and includes costs capitalized in connection with the development of real estate. D. Income Tax Reporting For income tax purposes, CPC reported on the cash basis of accounting while Tunicom reports on the accrual basis. Both utilize the accrual basis of accounting for financial reporting purposes. 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-27 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. Partnership and Limited Liability Corporation The accompanying combined financial statements includes only those assets, liabilities and results of operations, which relates to the businesses of City Planned Communities, a Partnership, and Tunicom LLC, a limited liability corporation. The financial statements do not include any assets, liabilities, revenues, or expenses attributable to the partners? and members? individual activities. NOTE 2 ? ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued Expenses at June 30, 2003 and 2002 consist of the following: 2 0 0 3 2 0 0 2 Accounts payable $ 20,118 $ 2,723 Real estate taxes 6,000 5,500 $ 26,118 $ 8,223 NOTE 3 ? TRANSACTIONS WITH RELATED PARTIES Management Agreements The operations of Tunicom?s adult apartment rental complex was managed by an individual who is the general partner of All-State Properties L.P. The agreement with the individual?s management company called for an assignment of a 5% interest of all available cash flows for services rendered. The agreement was terminated when the facility was sold in August 2000. (See Note 5A) NOTE 4 ? MORTGAGE LOAN PAYABLE The mortgage on the property that was sold in August 2000, beared interest at 8% per annum was insured by the Department of Housing and Urban Development (HUD) and was payable in monthly installments of $198,051. During the year ended June 30, 2001, total interest incurred of $272,309 was charged to operations. As a result of the mortgage modification in 1985, $2,498,809 in accrued interest was forgiven. This amount was recorded as a deferred interest adjustment and was being amortized over the remaining term of the mortgage. The unamortized balance of the interest forgiveness was recognized in full upon sale of the property. (See Note 7) II-28 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 5 ? COMMITMENTS AND CONTINGENCIES A. Management Contract (See Note 3) On July 1, 1997, the tenant of the facility appointed a management company that is owned by a partner of the Partnership. The management company was paid a fee equal to 4% of the monthly revenue. The management agreement was terminated upon sale of the rental property in August 2000. B. Distributions Presently, the cash flow that becomes available for distribution will be distributed as follows: 3.49% to the non-partner distributes As to the partners: 1.00% to F. Trace, Inc. the former general partner of Tunicom 23.27% to the newly admitted limited partners 36.12% to Newnel Partnership 36.12% to the Company (including 3.60% given to certain individuals who made cash advances to Tunicom on behalf of the the Company) 100.00% C. Lease Agreement On July 1, 1997, the Partnership entered into an agreement with an intended purchaser who leased the facility for a three-year period after which time the purchaser was able to purchase the property or cancel the option and forfeit their deposit. The agreement called for the tenant to pay the Partnership a base rent equal to the monthly principal and interest on the outstanding HUD financing plus the amounts necessary for payment of the various escrows related to the HUD financing. The tenant retained $812,712, $1,750,000 and $1,275,000, respectively, during the three year period, and the Partnership was paid all other remaining revenue from the facility that exceeded a certain threshold. On March 10, 2000 the intended purchaser assigned its interest, rights and option to purchase the property to an unrelated company. The Assignee purchased the property on August 16, 2000 (Note 7). II-29 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) NOTES TO COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED NOTE 6 - PENSION PLAN During year ended June 30, 2001, Tunicom had a 401k pension plan. Employees were eligible to participate in the plan if they have been employed by the Partnership for one year, work at least 20 hours per week, work a total of at least 1000 hours per year and were at least 21 years of age. The employer did not make a matching contribution. NOTE 7 ? SALE OF THE ADULT RENTAL RETIREMENT FACILITY In connection with the sale of the adult rental retirement facility which closed on August 16, 2000, Tunicom LLC (?Tunicom?) (a limited liability corporation), was formed on August 14, 2000 as the successor to Unicom Partnership, Ltd. (?Unicom?). Tunicom succeeded to all of the assets and the liabilities of Unicom. On August 16, 2000, Tunicom sold the adult rental retirement facility, including the real property and certain tangible and intangible assets, for a purchase price of $47,159,295. After giving effect to the deposit of $4,500,000 previously accounted for, the existing mortgage in the amount of $26,720,254 and various adjustments, Tunicom LLC received net proceeds of $16,379,732. Tunicom distributed $16,200,000 to its partners and All- State Properties, L.P.?s share was approximately $5,800,000. II-30 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC(A LIMITED LIABILITY CORPORATION) EXPLAINATION OF COMBINING FINANCIAL STATEMENTS JUNE 30, 2001 AUDITED The combining financial statements for City Planned Communities (CPC) (liquidated July 1, 2001) and Tunicom LLC, (Tunicom) are presented for the year ended June 30, 2001 as supplemental information to the combined financial statements. All significant transactions between CPC and Tunicom for the year ended June 30, 2001 have been eliminated. Descriptions of the eliminations are as follows: (a) Cost of land purchased by Tunicom from CPC in 1987 has been adjusted to reflect the carrying value of property, computed as follows: Land cost $ 250,578 Land development cost 571,704 Closing cost 20,000 Carrying value of property $ 842,282 Selling price (4,000,000) Adjustment to land and construction in progress and deferred profit $ (3,157,718) Amount realized on sale of property in 2001 2,987,200 $ (170,518) II-31 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING BALANCE SHEETS JUNE 30, 2001 AUDITED

CITY TUNICOM LLC COMBINED PLANNED BALANCE COMMUNITIES ELIMINATIONS SHEET ASSETS Property and equip- ment at cost: Land and develop- ment costs $ - $ 703,810 $ (170,518)(a) $ 533,292* $ - $ 703,810 $ (170,518) $ 533,292 Cash - 165,722 - 165,722 Deferred management fees - related party 34,103 - - 34,103 Other assets - 30,025 - 30,025* TOTAL ASSETS $ 34,103 $ 899,557 $ (170,518) $ 763,142

* Reclassified for comparative purposes. See accompanying summary of accounting policies and notes to financial statements. II-32 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING BALANCE SHEETS (CONTINUED) JUNE 30, 2001 AUDITED

CITY TUNICOM LLC COMBINED PLANNED BALANCE COMMUNITIES ELIMINATIONS SHEET LIABILITIES AND PARTNERS? CAPITAL (DEFICIT) LIABILITIES: Accounts payable and accrued expenses $ - $ 5,041 $ - $ 5,041 Tenant security deposits - - - - Deferred profit 170,518 - (170,518) - $ 170,518 $ 5,041 $ (170,518) $ 5,041 COMMITMENTS AND CONTINGENCIES - - - - PARTNERS? CAPITAL (DEFICIT) (136,415) 894,516 - 758,101 TOTAL LIABILITIES AND PARTNERS? CAPITAL (DEFICIT) $ 34,103 $ 899,557 $ (170,518) $ 763,142

See accompanying summary of accounting policies and notes to financial statements. II-33 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING STATEMENTS OF OPERATIONS JUNE 30, 2001 AUDITED

CITY TUNICOM LLC COMBINED PLANNED STATEMENT OF COMMUNITIES ELIMINATIONS OPERATIONS REVENUES: Net sale assets $ 16,134 $ 17,505,001 $ 2,987,200 $ 20,508,335 Interest and other income 1,758 48,729 - 50,487 Forgiveness of Interest - 2,226,737 - 2,226,737 Deferred profit on sale of land 2,987,200 - (2,987,200) - $ 3,005,092 $ 19,780,467 $ - $ 22,785,559 EXPENSES: General and administrative $ 604,640 $ 377,474 $ - $ 982,114 Taxes and insurance - 92,046 - 92,046 $ 604,640 $ 469,520 $ - $ 1,074,160 NET INCOME BEFORE DEPRECIATION, AMORTIZATION AND INTEREST $ 2,400,452 $ 19,310,947 $ - $ 21,711,399 OTHER EXPENSES: Interest $ - $ 272,309 $ - $ 272,309 NET (L0SS) INCOME $ 2,400,452 $ 19,038,638 $ - $ 21,439,090

See accompanying summary of accounting policies and notes to financial statements. II-34 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING STATEMENTS OF PARTNERS? CAPITAL (DEFICIT) YEARS ENDED JUNE 30, 2003, 2002 AND 2001 AUDITED

COMBINED STATEMENT CITY TUNICOM LLC OF PARTNERS' PLANNED CAPITAL COMMUNITIES ELIMINATIONS (DEFICIT) PARTNERS' CAPITAL (DEFICIT) - June 30, 2000 $ (2,319,611) $ (3,141,359) $ - $ (5,460,970) Net Income (Loss)2001 2,400,452 20,235,875 - 22,636,327 Distribution (217,256) (16,200,000) - (16,417,256) PARTNERS? CAPITAL (DEFICIT)- June 30, 2001 $ (136,415) $ 894,516 $ - $ 758,101 Net income (Loss) - 2002 - (39,927) - (39,927) Liquidation 136,415 - - 136,415 Contribution - 2,730 - 2,730 PARTNERS' CAPITAL - June 30, 2002 $ - $ 857,319 $ - $ 857,319 Net Income (Loss) - 2003 - (28,161) - (28,161) PARTNERS? CAPITAL ? June 30, 2003 $ - $ 829,158 $ - $ 829,158 See accompanying summary of accounting policies and notes to financial statements. II-35 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING STATEMENTS OF CASH FLOWS YEAR ENDED JUNE 30, 2001 AUDITED

CITY TUNICOM LLC COMBINED PLANNED STATEMENT OF COMMUNITIES ELIMINATONS CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activi- ties: Interest received $ 81,337 $ 62,854 $ - $ 144,191 Cash paid - interest - (407,180) - (407,180) Cash paid - suppliers, employees and admini- strative expenses (35,724) (1,446,726) - (1,482,450) Net sale of property 25,800 43,188,890 - 43,214,690 Net Cash (Used) Provided by Opera- ting Activities $ 71,413 $ 41,397,838 $ - $ 41,469,251 Cash Flows from Invest- ing Activities: Partner distribution $ (217,256) $ (16,200,000) - $ (16,417,256) Net Cash (Used) Provided by Investing Acti- vities $ (217,256)$ (16,200,000) $ - $ (16,417,256) Cash Flows from Fi- nancing Activities: Cash received (paid) - related party $ 145,537 $ 55,074 $ - $ 200,611 Cash (paid) received - notes and mortgages - (26,751,910) - (26,751,910) Net Cash Provided (Used) by Financ- ing Activities $ 145,537 $ (26,696,836) $ - $ (26,551,299)

See accompanying summary of accounting policies and notes to financial statements. II-36 CITY PLANNED COMMUNITIES (A PARTNERSHIP (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING STATEMENTS OF CASH FLOWS (CONTINUED) YEAR ENDED JUNE 30, 2001 AUDITED

COMBINED CITY STATEMENT PLANNED OF COMMUNITIES TUNICOM LLC ELIMINATONS CASH FLOWS NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (306) $ (1,498,997) $ - $ (1,499,303) CASH AND CASH EQUIVA- LENTS BEGINNING OF YEAR 306 1,664,719 - 1,665,025 CASH AND CASH EQUIVA- LENTS END OF YEAR $ - $ 165,722 $ - $ 165,722

See accompanying summary of accounting policies and notes to financial statements. II-37 CITY PLANNED COMMUNITIES (A PARTNERSHIP) (LIQUIDATED JULY 1, 2001) AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION) COMBINING STATEMENTS OF CASH FLOWS (CONTINUED) YEAR ENDED JUNE 30, 2001 AUDITED

CITY COMBINED PLANNED STATEMENT OF COMMUNITIES TUNICOM LLC ELIMINATONS CASH FLOWS Reconciliation of net profit (Loss) to net cash provided (used) by operating activities: Net income $ 2,400,452 $ 20,235,874 $ - $ 22,636,326 Adjustments to recon- cile to net income (used) by operating activities: Decrease in property, plant and equipment $ 9,666 $ 24,486,653 $ - $ 24,496,319 Decrease in deferred management fees 597,440 - - 597,440 Decrease in deferred profit (2,987,200) - - (2,987,200) Decrease in un- amortized interest - (2,212,612) - (2,212,612) Decrease in accounts expenses (35,410) (1,129,916) - (1,165,326) Decrease of notes receivable 79,579 - - 79,579 Decrease in prepaid expenses 6,886 152,710 - 159,596 Decrease in notes payable - (134,871) - (134,871) Total Adjustments $ 2,329,039 $ 21,161,964 $ - $ 18,832,925 NET CASH PROVIDED (USED) BY OPERATING ACTIVI- TIES $ 71,413 $ 41,397,838 $ - $ 41,469,251

See accompanying summary of accounting policies and notes to financial statements. II-38 PART II ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE None. 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 74 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 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, 2003. NAME OF INDIVIDUAL OR REGISTRANT?S SHARE NUMBER OF PERSONS CAPACITIES OF CASH IN GROUP IN WHICH SERVED COMPENSATION Stanley R. Rosenthal General Partner $ -0- All officers as a group (1 person) $ -0- III-1 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of June 30, 2002 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) $ (24,000) Name of specified entity: Tunicom LLC Relationship of such entity: 36.12% ownership interest in entity Amount of transaction: Notes payable (6% interest) $ (10,000) Accrued interest payable $ (225) III-2 ITEM 14. 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 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following fees were invoiced by the auditing firm for the years ended June 30, 2 0 0 3 2 0 0 2 Audit fees $ 19,500 $ 23,000 Tax fees 5,000 5,500 Other fees - - $ 24,500 $ 28,500 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 16. 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, 2003 and 2002 II-8 Statements of Operations for the years ended June 30, 2003, 2002, and 2001 II-9 Statements of Changes in Partners' Capital (Deficit) for the years ended June 30, 2003, 2002 and 2001 II-10 Statements of Cash Flows for the years ended June 30, 2003, 2002 and 2001 II-11/12 Notes to Financial Statements for the years ended June 30, 2003, 2002 and 2001 II-13/18 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, 2003, 2002 and 2001. (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, 2003, 2002 AND 2001 2 0 0 3 2 0 0 2 2 0 0 1 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 $ (56,121) $ (85,154) $ 6,843,331 Computation of Fully diluted income (Loss) per unit Before Extra- ordinary Items $ (0.02) $ (0.03) $ 2.19 Net Income (Loss) After Extraordinary Items $ (56,121) $ (85,154) $ 6,843,311 Computation of Fully diluted income (Loss) per unit after Extra- ordinary Items $ (0.02) $ (0.03) $ 2.19 (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 12, 2003 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 12, 2003 IV-5 Page 18 (1 of 2) 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 Page 18 (2 of 2) 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 12, 2003 _____________________ Stanley Rosenthal General Partner IV-7