10-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K/A

Amendment No. 1

ANNUAL REPORT UNDER SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended:	Commission File Number:
December 31, 2004	33-2320

EXCEL PROPERTIES, LTD.

(Exact name of registrant as specified in its charter)

CALIFORNIA	87-0426335
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
17140 Bernardo Center Drive, Suite 310; San Diego, California 92128
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 613-1800
Securities registered pursuant to Section 12(b) of the Act: NONE

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 Registrant was required to file such reports), (2) has been subject to such filing requirements for the past 90 days and (3) is an accelerated filer (as defined in Exchange Act Rule 12 b-2).

(1)  Yes  ý    No  o

(2)  Yes  ý    No  o

(3)  Yes  o    No  ý

FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K/A contain forward-looking statements within the meaning of the Private Securities Reform Act of 1995 which provides a “safe harbor” for these types of statements. You can identify these forward-looking statements by forward-looking words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “should,” “would,” “likely,” “will” and similar expressions in this Annual Report on Form 10-K/A.  These forward-looking statements are subject to a number of risks, uncertainties and assumptions about Excel Properties, Ltd, including, among other things: the effect of economic, credit and market conditions in general and on real estate companies in particular, developments in the real estate industry, the ability to successfully complete real estate transactions, government approvals, actions and initiatives, reliance on tenants, and environmental risks.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Partnership is filing as part of this report, its financial statements which contain the following:

		Page
1)	Report of Independent Accountants	F-2
2)	Balance Sheets
	December 31, 2004 and 2003	F-3
3)	Statements of Income
	Years Ended December 31, 2004, 2003 and 2002	F-4
4)	Statements of Changes in Partners’ Equity
	Years Ended December 31, 2004, 2003 and 2002	F-5
5)	Statements of Cash Flows
	Years Ended December 31, 2004, 2003 and 2002	F-6
6)	Notes to Financial Statements	F-7
7)	Financial Statement Schedules:
	II - Valuation and Qualifying Accounts
	Years Ended December 31, 2004, 2003 and 2002	F-10

2

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)Documents filed as part of this report:

(1) (2) Financial statements under Item 8 in Part II hereof.

(3)Exhibits:

Exhibit 31.1 and 31.2.302 Officers’ Certifications

Exhibit 32.1 and 32.2906 Officers’ Certifications

(B)Reports on Form 8-K

No reports on Form 8-K have been filed during the past year.

3

SIGNATURES

Pursuant to the requirement 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.

Date: March 31, 2005	Excel Properties, Ltd.
	(Registrant)
	By:	/s/ Gary B. Sabin
		Gary B. Sabin
		General Partner
	By:	/s/ James Y. Nakagawa
		James Y. Nakagawa
		Principal Accounting Officer

4

INDEX TO FINANCIAL STATEMENTS

1.	FINANCIAL STATEMENTS:
		Report of Independent Accountants - Squire & Company, PC.
		Balance Sheets
		December 31, 2004 and 2003
		Statements of Income
		Years Ended December 31, 2004, 2003 and 2002
		Statements of Changes in Partners’ Equity
		Years Ended December 31, 2004, 2003 and 2002.
		Statements of Cash Flows
		Years Ended December 31, 2004, 2003 and 2002
		Notes to Financial Statements
2.	FINANCIAL STATEMENT SCHEDULES:
		Schedule II - Valuation and Qualifying Accounts
		Years Ended December 31, 2004, 2003 and 2002

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of

Excel Properties, Ltd.

We have audited the accompanying balance sheets of Excel Properties, Ltd., as of December 31, 2004 and 2003, and the related statements of income, changes in partners’ equity, and cash flows for each of the three years in the period ended December 31, 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 standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits 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 provide 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 Excel Properties, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purposes of forming an opinion on the basic financial statements taken as a whole.  Financial statement Schedule II is presented for the purpose of additional analysis and is not a required part of the basic financial statements.  Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ SQUIRE & COMPANY, PC

February 7, 2005

Orem, Utah

F-2

EXCEL PROPERTIES, LTD.

BALANCE SHEETS

December 31, 2004 and 2003

	2004		2003
ASSETS
Cash	$	92	$	941,198
Notes receivable, net of allowance of $50,000 at December 31, 2003	—		165,750
Other assets	—		407
Total assets	$	—	$	1,107,355
LIABILITIES AND PARTNERS’ EQUITY
Liabilities:
Accounts payable	$	—	$	3
Total liabilities	—		3
Partners’ Equity:
General partner’s equity	1		150
Limited partners’ equity, 235,308 units authorized, 135,199 units issued and outstanding	91		1,107,202
Total partners’ equity	92		1,107,352
Total liabilities and partners’ equity	$	92	$	1,107,355

The accompanying notes are an integral part of the financial statements

F-3

EXCEL PROPERTIES, LTD.

STATEMENTS OF INCOME

For the Years Ended December 31, 2004, 2003, and 2002

	2004			2003		2002
Revenue:
Rental Income	$	—		$	68,966	$	286,895
Interest and other income	63,705			50,724		68,673
Total revenue	63,705			119,690		355,568
Operating Expenses:
Depreciation	—			17,734		48,673
Accounting and legal	73,126			33,121		32,792
Administrative	10,800			10,800		10,800
Office and other expenses	5,412			8,356		5,183
Management fees	—			773		2,825
Bad debts	(48,644		)	—		50,000
Total operating expenses	40,694			70,784		150,273
Net income before real estate sales	23,011			48,906		205,295
Gain - sales of real estate	—			229,622		108,181
Net income	$	23,011		$	278,528	$	313,476
Net income allocated to:
General partner	$	11,265		$	7,315	$	3,621
Limited partners	11,746			271,213		309,855
Total	$	23,011		$	278,528	$	313,476
Net income per weighted average limited partnership unit	$	0.09		$	2.01	$	2.29

The accompanying notes are an integral part of the financial statements

F-4

EXCEL PROPERTIES, LTD.

STATEMENTS OF CHANGES IN PARTNERS’ EQUITY

For the Years Ended December 31, 2004, 2003, and 2002

	General Partners			Limited Partners			Total
Balance at January 1, 2002	$	20,914		$	3,679,287		$	3,700,201
Net Income - 2002	3,621			309,855			313,476
Partner distributions – 2002	(7,500		)	(742,502		)	(750,002		)
Balance at December 31, 2002	17,035			3,246,640			3,263,675
Net income - 2003	7,315			271,213			278,528
Partner distributions - 2003	(24,200		)	(2,410,651		)	(2,434,851		)
Balance at December 31, 2003	150			1,107,202			1,107,352
Net income - 2004	11,265			11,746			23,011
Partner distributions - 2004	(11,414		)	(1,118,857		)	(1,130,271		)
Balance at December 31, 2004	$	1		$	91		$	92

The accompanying notes are an integral part of the financial statements

F-5

EXCEL PROPERTIES, LTD.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Cash flows from operating activities:
Net income	$	23,011		$	278,528		$	313,476
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	—			17,734			48,673
Allowance for doubtful accounts	(48,644		)	—			50,000
Gain on sale of real estate	—			(229,622		)	(108,181		)
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable	—			8,983			3,602
Interest receivable	—			4,895			1,701
Other assets	407			12			(308		)
Decrease in liabilities:
Accounts payable	(3		)	(463		)	(18,828		)
Net cash provided by operating activities	(25,229		)	80,067			290,135
Cash flows from investing activities:
Proceeds from real estate sales	—			1,423,900			700,000
Collection of notes receivable	214,394			691,067			23,473
Net cash provided by investing activities	214,394			2,114,967			723,473
Cash flows from financing activities:
Cash distributions	(1,130,271		)	(2,434,851		)	(750,002		)
Net cash used by financing activities	(1,130,271		)	(2,434,851		)	(750,002		)
Net increase (decrease) in cash	(941,106		)	(239,817		)	263,606
Cash at beginning of year	941,198			1,181,015			917,409
Cash at end of year	$	92		$	941,198		$	1,181,015

The accompanying notes are an integral part of the financial statements

F-6

EXCEL PROPERTIES, LTD.

NOTES TO FINANCIAL STATEMENTS

1.Summary of Significant Accounting Policies:

Organization

Excel Properties, Ltd. (the “Partnership”) was formed in the State of California on September 19, 1985, for the purpose of, but not limited to, acquiring real property and syndicating such property.

Real Estate

Land and buildings are recorded at cost.  Buildings are depreciated using the straight-line method over the tax life of 31.5 years.  The tax life does not differ materially from the economic useful life. Expenditures for maintenance and repairs are charged to expense as incurred.  Significant renovations are capitalized.  The cost and related accumulated depreciation of real estate are removed from the accounts upon disposition.  Gains and losses arising from the dispositions are reported as income or expense.

The Partnership assesses whether there has been an impairment in the value of its real estate by considering factors such as expected future operating income, trends, and prospects, as well as the effects of the demand, competition and other economic factors.  Such factors include a lessee’s ability to pay rent under the terms of the lease. If a property is leased at a significantly lower rent, the Partnership may recognize a permanent impairment loss if the income stream is not sufficient to recover its investment.

Cash Deposits

At December 31, 2004, the carrying amount of the Partnership’s cash deposits total $92. The bank balance was $349,247 related primarily to outstanding distribution checks of which $100,000 which is covered by federal depository insurance.

Statement of Cash Flows - Supplemental Disclosure

There was no interest or taxes paid for the years ended December 31, 2004, 2003, or 2002. There were  no noncash investing or financing transactions in the years ended December 31, 2004, 2003 or 2002.

Income Taxes

The Partnership is not liable for payment of any income taxes because as a partnership, it is not subject to income taxes.  The tax effects of its activities accrue directly to the partners.

Accounts and Notes Receivable

All net accounts receivable are deemed to be collectible within the next 12 months.  A note receivable of $50,000 was deemed uncollectible during the year ended December 31, 2002, as the debtor has filed for bankruptcy and an allowance for bad debts of $50,000 was established.  In 2004, $48,644 was collected and this amount was reversed from the allowance account.

F-7

Financial Statement Estimates

The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America 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 period.  Actual results could differ from those estimates.

2.Financial Statement and Tax Return Differences

The Partnership had the following differences between the financial statements and the Partnership tax return.

	2004				2003				2002
Net income:
Financial statements	$	23,010			$	278,528			$	313,476
Tax returns	(1,523,808			)	542,543				372,443
Difference	$	1,546,818			$	(264,015		)	$	(58,967		)
Difference is due to:
Allowance for bad debts	$	50,000			$	—			$	(50,000		)
Syndication costs	1,496,818				—				—
Deferred gain - sale of building	—				(264,015			)	(8,967			)
	$	1,546,818			$	(264,015		)	$	(58,967		)
Partners’ equity:
Financial statements	$	92			$	1,107,352			$	3,263,675
Tax returns	92				2,654,120				4,546,477
Difference	$	—			$	(1,546,768		)	$	(1,282,802		)
Difference is due to:
Syndication costs	$	—			$	(1,496,818		)	$	(1,496,818		)
Allowance for bad debts	—				(50,000			)	(50,000			)
Deferred gain on sale of building	—				—				264,016
Distributions payable	—				50				—
	$		—		$		(1,546,768	)	$		(1,282,802	)

F-8

3.Fees Paid to General Partner:

The Partnership has paid the General Partner or its affiliates the following fees:

	2004		2003		2002
Management fees	$	—	$	773	$	2,825
Administrative fees	10,800		10,800		10,800
Accounting	6,480		6,480		6,480
Dissolution costs	6,185		—		—

4.Notes Receivable:

The Company had the following notes receivable at December 31, 2004 and 2003:

	2004		2003
Note from the sale of land. Secured by land. Repaid December 2004.	$	—	$		165,750
Note from sale of building. Currently due. Interest at 10% interest. Payee has declared bankruptcy. Amount fully reserved for. Received $48,644 in 2004.	—		50,000
Total notes receivable	—		215,750
Allowance for Bad Debts	—		(50,000			)
	$	—	$	165,750

5.Real Estate:

In August 2003, the Partnership sold a property leased to Mountain Jack’s Restaurant which was located in Lafayette, Indiana.  The net sales price for the property was $897,181 and a gain of $199,117 was recognized on the sale.  In March 2003, the Partnership sold a property leased to Autoworks, which was located in Bellevue, Nebraska.  The net sales price for the building was $543,893 and a gain of $30,505 was recognized on the sale.

In December 2002, the Partnership sold a building in Ann Arbor, Michigan that was on lease to Ponderosa Restaurant.  The sales price of the building was $700,000 and a $108,181 gain was recognized on the sale.

6.Dissolution of Partnership:

In December 2004, the Partnership made its final distribution to its partners after paying for anticipated expenses related to year-end audit and tax services as well as anticipated expenses to dissolve the Partnership.  Anticipated expenses recorded and paid in December 2004 totaled $32,985.

F-9

EXCEL PROPERTIES, LTD.

SCHEDULE II - - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002

Description	Balance at Beginning of Year		Additions			Deductions	Amount		Balance at End of Year
			Charged to Expense			Description
Year ended December 31, 2004:
Allowance for bad debts	$	50,000	$	(48,644	)	Recovery of bad debts	$	—	$	—
Year ended December 31, 2003:
Allowance for bad debts	$	50,000	$	—		Written-off bad debts	$	—	$	50,000
Year ended December 31, 2002:
Allowance for bad debts	$	—	$	50,000		Written-off bad debts	$	—	$	50,000

F-10

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Gary B. Sabin, certify that:

1.I have reviewed this annual report on Form 10-K/A of Excel Properties Ltd.;

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 we 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;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors, and managers:

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:March 31, 2005

/s/ Gary B. Sabin

Gary B. Sabin

General Partner

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James Y. Nakagawa, certify that:

1.I have reviewed this annual report on Form 10-K/A of Excel Properties Ltd.;

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 we 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;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors, and managers:

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:       March 31, 2005

/s/ James Y. Nakagawa

James Y. Nakagawa

Principal Accounting Officer

EX-32.1

Exhibit 32.1

Certification of General Partner

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Excel Properties, Ltd. (the “Partnership”) hereby certifies, to such officer’s knowledge, that:

(a)the accompanying Annual Report on Form 10-K/A of the Partnership for the year ended December 31, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: March 31, 2005

/s/ Gary B. Sabin

Gary B. Sabin

General Partner

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

Certification of Principal Accounting Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Excel Properties, Ltd. (the “Partnership”) hereby certifies, to such officer’s knowledge, that:

(a)           the accompanying Annual Report on Form 10-K/A of the Partnership for the year ended December 31, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(b)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: March 31, 2005

/s/ James Y. Nakagawa

James Y. Nakagawa

Principal Accounting Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

CORRESP

EXCEL PROPERTIES, LTD.

17140 Bernardo Center Drive, #310

San Diego, CA  921278

(p) 858.613.1800     (f) 858.487.9890

March 30, 2005

Ms. Linda van Doorn

Mr. Josh Forgione

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

RE:Excel Properties, Ltd.

Form 10-K for the year ended December 31, 2004

File No. 033-02320

Dear Ms. Linda van Doorn and Mr. Josh Forgione

Pursuant to your letter dated March 28, 2005, please note the following:

Staff Comment

Please have your auditors revise their report to indicate that their audits were conducted in accordance with standards of the Public Company Accounting Oversight Board (United States).  Refer to the illustrative audit report in the Public Company Accounting Oversight Board’s Auditing Standard No. 1.

Company Response

The auditor report has been revised in accordance with the staff comment.

Also, per your letter, the company acknowledges that:

•The Company is responsible for the adequacy and accuracy of the disclosure in the filings:

•Staff comments or changes to disclosure in response to staff coments do not foreclose the Commission from taking any action with respect to the filings;

•The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to call Gary Sabin at (858) 613-1800 ext. 410 or me at (858) 613-1800 ext. 445 with any questions.

Sincerely,

/s/ James Y. Nakagawa

James Y. Nakagawa

Cc:Gary Sabin, Excel Properties, Ltd.

Ray Bartholomew, Squire & Co.

Bruce Rushall, Esq., Rushall & McGeever