-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOGqHqhj2Y9FSoUrgAqCOdTBTRrEXMzeg8lpOIFYMVssVIL4Z2BbSaMxdd4v69bt XDf5lT35Afrj/XOcOmv/rw== 0000950136-04-001588.txt : 20040514 0000950136-04-001588.hdr.sgml : 20040514 20040514155739 ACCESSION NUMBER: 0000950136-04-001588 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD MILESTONE PLUS L P CENTRAL INDEX KEY: 0000808460 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 521494615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16757 FILM NUMBER: 04807717 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIR STREET 2: 4TH FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 4073949260 10QSB 1 file001.txt FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-QSB (mark one) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) - --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) - ---- OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------ ------ Commission file number 000-16757 CONCORD MILESTONE PLUS, L.P. ------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Delaware 52-1494615 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 200 CONGRESS PARK DRIVE SUITE 103 DELRAY BEACH, FLORIDA 33445 - ----------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) (561) 394-9260 ------------------------- Issuer's Telephone Number As of April 30, 2004, 1,518,800 Class A interests and 2,111,072 Class B interests were outstanding. Check whether the issuer (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Transitional small business disclosure format. Yes No X --- --- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS MARCH 31, 2004 (UNAUDITED) AND DECEMBER 31, 2003
March 31, 2004 December 31,2003 ---------------- ---------------- Assets: Property: Building and improvements, at cost $ 16,809,690 $ 16,773,290 Less: accumulated depreciation 9,287,825 9,107,354 ---------------- ---------------- Building and improvements, net 7,521,865 7,665,936 Land, at cost 10,987,034 10,987,034 ---------------- ---------------- Property, net 18,508,899 18,652,970 Cash and cash equivalents 993,650 907,136 Accounts receivable 173,981 139,885 Restricted cash 322,513 240,166 Debt financing costs, net 109,668 117,502 Prepaid expenses and other assets, net 31,550 49,941 ---------------- ---------------- Total assets $ 20,140,261 $ 20,107,600 ================ ================ Liabilities: Mortgage loans payable $ 15,350,393 $ 15,418,851 Accrued interest 105,942 106,487 Deposits 118,179 114,445 Accrued expenses and other liabilities 288,285 270,155 Accrued expenses payable to affiliates 4,810 1,296 ---------------- ---------------- Total liabilities 15,867,609 15,911,234 ---------------- ---------------- Commitments and Contingencies Partners' capital: General partner (79,839) (80,601) Limited partners: Class A Interests, 1,518,800 4,352,491 4,276,967 Class B Interests, 2,111,072 - - ---------------- ---------------- Total partners' capital 4,272,652 4,196,366 ---------------- ---------------- Total liabilities and partners' capital $ 20,140,261 $ 20,107,600 ================ ================
See Accompanying Notes to Financial Statements -2- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF REVENUES AND EXPENSES (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
March 31, 2004 March 31, 2003 ---------------- ---------------- Revenues: Rent $ 714,567 $ 650,862 Reimbursed expenses 163,243 141,480 Interest and other income 15,680 4,314 ---------------- ---------------- Total revenues 893,490 796,656 ---------------- ---------------- Expenses: Interest expense 317,316 319,185 Depreciation and amortization 189,860 169,397 Management and property expenses 238,084 251,321 Administrative and management fees to related party 55,931 51,035 Professional fees and other expenses 16,013 18,129 ---------------- ---------------- Total expenses 817,204 809,067 ---------------- ---------------- Net income (loss) $ 76,286 $ (12,411) ================ ================ Net income (loss) attributable to: Limited partners $ 75,524 $ (12,287) General partner 762 (124) ---------------- ---------------- Net income (loss) $ 76,286 $ (12,411) ================ ================ Income (loss) per weighted average Limited Partnership 100 Class A Interests outstanding, basic & diluted $ 5.02 $ (0.82) ================ ================ Weighted average number of 100 Class A interests outstanding 15,188 15,188 ================ ================
See Accompanying Notes to Financial Statements -3- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2004
General Class A Class B Total Partner Interests Interests ------------- ------------- ------------- ------------- PARTNERS' CAPITAL (DEFICIT) January 1, 2004 $ 4,196,366 $ (80,601) $ 4,276,967 $ 0 Net income (loss) 76,286 762 75,524 0 ------------- ------------- ------------- ------------- PARTNERS' CAPITAL (DEFICIT) March 31, 2004 $ 4,272,652 $ (79,839) $ 4,352,491 $ 0 ============= ============= ============= =============
See Accompanying Notes to Financial Statements -4- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
March 31, 2004 March 31, 2003 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 76,286 $ (12,411) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 189,861 169,397 Change in operating assets and liabilities: (Increase) decrease in accounts receivable (34,096) 50,496 Decrease in prepaid expenses and other assets, net 16,835 9,409 Decrease in accrued interest (545) (468) Increase (decrease) in accrued expenses, deposits, and other liabilities 21,864 (2,546) Increase in accrued expenses payable to affiliates 3,514 5,417 -------------- -------------- Net cash provided by operating activities 273,719 219,294 -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements (36,400) (63,538) -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash (82,347) (31,488) Principal repayments on mortgage loans payable (68,458) (66,667) -------------- -------------- Net cash used in financing activities (150,805) (98,155) -------------- -------------- NET INCREASE CASH AND CASH EQUIVALENTS 86,514 57,601 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 907,136 1,005,152 -------------- -------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 993,650 $1,062,753 ============== ============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 317,861 $ 319,653 ============== ==============
See Accompanying Notes to Financial Statements -5- INDEPENDENT ACCOUNTANTS' REVIEW REPORT To the Board of Directors of CM Plus Corporation, General Partner of Concord Milestone Plus, L.P. We have reviewed the accompanying balance sheet of Concord Milestone Plus, L.P. (the "Partnership") as of March 31, 2004, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the three month periods ended March 31, 2004 and March 31, 2003. These financial statements are the responsibility of the management of the Partnership. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of the Partnership as of December 31, 2003, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the year then ended (not presented herein); and in our report dated February 21, 2004, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2003 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Ahearn, Jasco + Company, P.A. AHEARN, JASCO + COMPANY, P.A. Certified Public Accountants Pompano Beach, Florida May 4, 2004 -6- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2004 The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements as of and for the periods ended March 31, 2004 and 2003 are unaudited. The financial statements for the periods ended March 31, 2004 and 2003 have been reviewed by an independent public accountant pursuant to Item 310(b) of Regulation S-B and following applicable standards for conducting such reviews, and the report of the accountant is included as part of this filing. The results of operations for the interim periods shown in this report are not necessarily indicative of the results of operations for the fiscal year. Certain information for 2003 has been reclassified to conform to the 2004 presentation. These interim financial statements should be read in conjunction with the annual financial statements and footnotes included in the Partnership's financial statements filed on Form 10-KSB for the year ended December 31, 2003. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS GENERAL This Form 10-QSB and the documents incorporated herein by reference, if any, contain forward-looking statements that have been made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations, estimates and projections about the Partnership's (as defined below) industry, management beliefs, and certain assumptions made by the Partnership's management and involve known and unknown risks, uncertainties and other factors. Such factors include the following: general economic and business conditions, which will, among other things, affect the demand for retail space or retail goods, availability and creditworthiness of prospective tenants, lease rents and the terms and availability of financing; risks of real estate development and acquisition; governmental actions and initiatives; and environmental and safety requirements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. -7- ORGANIZATION AND CAPITALIZATION Concord Milestone Plus, L.P., a Delaware limited partnership (the "Partnership"), was formed on December 12, 1986, for the purpose of investing in existing income-producing commercial and industrial real estate. The general partner is CM Plus Corporation. The Partnership began operations on August 20, 1987, and currently owns and operates three shopping centers located in Searcy, Arkansas; Valencia, California; and Green Valley, Arizona. The Partnership commenced a public offering on April 8, 1987 in order to fund the Partnership's real property acquisitions. The Partnership terminated its public offering on April 2, 1988 and was fully subscribed to with a total of 16,452 Bond Units and 15,188 Equity Units issued. Each Bond Unit consisted of $1,000 principal amount of Bonds and 36 Class B Interests. The Partnership redeemed all of the outstanding Bonds as of September 30, 1997 with the proceeds of three new fixed rate mortgage loans. Each Equity Unit consists of 100 Class A Interests and 100 Class B Interests. Capital contributions to the Partnership consisted of $15,187,840 from the sale of the Equity Units and $592,272 which represent the Class B Interests from the sale of the Bond Units. RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED MARCH 31, 2004 TO THREE MONTHS ENDED MARCH 31, 2003 The Partnership recognized a net income of $76,286 for the three months ended March 31, 2004 as compared to a net loss of $12,411 for the same period in 2003.The change is primarily due to the following factors: (i) An increase in revenue of $96,834 or 12.16% to $893,490 for the three months ended March 31, 2004 as compared to $796,656 for the three months ended March 31, 2003. The net increase is due to the following a) an increase in base rent collected by the Partnership of $63,705 due to the decrease in vacancy at the Green Valley and Valencia properties and b) an increase of $21,763 in reimbursed expenses due to higher expenses incurred at the Green Valley Property in 2003 as compared to 2002. Such 2003 expenses were billed out to tenants and revenue recognized in the first quarter of 2004. (ii) An increase in expenses of $8,137 or 1.01% to $817,204 for the three months ended March 31, 2004 as compared to $809,067 for the three months ended March 31, 2003. The net increase is primarily due to the following: a) an increase in depreciation expense of $20,463 due to capital expenditures incurred during 2003 and 2004 for roof replacement and tenant improvements at the Valencia and Green Valley properties and b) a decrease of $13,237 in management and property expenses mainly due to decrease in insurance premium at all properties. LIQUIDITY AND CAPITAL RESOURCES The General Partner believes that the Partnership's expected revenue and working capital is sufficient to meet the Partnership's current and reasonable future operating requirements for the next 12 months. Nevertheless, because the cash revenues and expenses of the Partnership will depend on future facts and circumstances relating to the Partnership's properties, as well as market and other conditions beyond the control of the Partnership, a possibility exists that cash flow deficiencies may occur. -8- Abco, the former principal anchor tenant at the Green Valley Property vacated its space in May, 1999. This space represents about 20% of the Green Valley Property's leaseable area. The Partnership has retained a succession of several regional real estate brokerage firms to help market the space. A new Safeway Supermarket near the Green Valley Property that was built in 2002 has effectively negated the potential of a supermarket as a replacement tenant for the former Abco tenant. In March 2003, a lease was executed with Family Dollar, Inc. for 9,571 of the 38,983 total square footage, formerly leased by Abco. In conjunction with the work performed in preparing the building to be subdivided and to accommodate Family Dollar, an approximate 3,528 square foot area was reconfigured since it restricted the visibility of the remaining vacant space. This amount of square footage is no longer leaseable. The Partnership has not identified a potential tenant for the remaining 25,884 square feet, and the Partnership does not know what effect, if any, that this continuing vacant space will have on the Green Valley Property, the other tenants, or the ability of the Partnership to lease other vacant space at the Green Valley Property. The Partnership delivered the premises to Family Dollar in June 2003 and the lease was effective beginning August 2003. Rent payments of $3,982.50 per month will commence in August 2004 and continue through December 2008 with four 5 years options to renew unless the lease is breached or otherwise terminated. In accordance with applicable accounting principles, the Partnership is recognizing rent income over the full term of the lease, including the "free-rent" period from August 2003 through July 2004. Currently, approximately $150,000 of the Partnership's working capital is being held in escrow in connection with the refinancing by the holder of the first mortgage on the Green Valley Property pending the resolution of the Abco vacancy. The Partnership has made a request to release this $150,000 and to date the request is still pending. The Partnership has made distributions to its partners in the past. Distributions were suspended after the second quarter of 1999 following the departure of Abco from the Green Valley Property. Additionally, several capital projects were undertaken and completed at the Properties. The Partnership will evaluate the amount of future distributions, if any, on a quarter by quarter basis. No assurances can be given as to the timing or amount of any future distributions by the Partnership. Management is not aware of any other significant trends, events, commitments or uncertainties that will or are likely to materially impact the Partnership's liquidity. The cash on hand at March 31, 2004 may be used to fund (a) costs associated with releasing the Abco space should the costs of releasing exceed the $150,000 already held in escrow by the Lender for this purpose and (b) other general Partnership purposes. Net cash provided by operating activities of $273,719 for the three months ended March 31, 2004 included (i) a net income of $76,286, (ii) non-cash adjustments of $189,861 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $7,572. Net cash provided by operating activities of $219,294 for the three months ended March 31, 2003 included (i) a net loss of $12,411, (ii) non-cash adjustments of $169,397 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $62,308. Net cash used in investing activities of $36,400 for the three months ended March 31, 2004 was for capital expenditure for property improvements. Net cash used in investing activities of $63,538 for the three months ended March 31, 2003 was for capital expenditure for property improvements. Net cash used in financing activities of $150,805 for the three months ended March 31, 2004 include (i) principal repayments on mortgage loans payable of $68,458 and (ii) an increase in restricted cash of $82,347. Net cash used in financing activities of $98,155 for the three months ended March 31, 2003 include (i) principal repayments on mortgage loans payable of $66,667 and (ii) an increase in restricted cash of $31,488. -9- OFF-BALANCE SHEET ARRANGEMENTS The Partnership has no off-balance sheet arrangements as contemplated by Item 303(c) of Rule S-B. ITEM 3. CONTROLS AND PROCEDURES. The President and Treasurer of the Partnership's General Partner have concluded, based on their evaluation as of March 31, 2004, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our management, including the President and Treasurer of the Partnership's General Partner, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met and cannot detect all deviations. Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud or deviations, if any, within the Partnership have been detected. While we believe that our disclosure controls and procedures and our internal control over financial reporting have been effective, in light of the foregoing, we intend to continue to examine and refine our disclosure controls and procedures and our internal control over financial reporting to monitor ongoing developments in this area. There were no significant changes in our internal control over financial reporting subsequent to our evaluation of the Partnership's internal control over financial reporting that could materially affect or are reasonably likely to materially affect our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBIT: Number Description of Document ------ ----------------------- 3.1 Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. Incorporated herein by reference to Exhibit A to the Registrant's Prospectus included as Part I of the Registrant's Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form S-11 (the "Registration Statement") which was declared effective on April 3, 1987. 3.2 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P., included as Exhibit 3.2 to Registrant's Form 10-K for the fiscal year ended December 31, 1987 ("1987 Form 10-K"), which is incorporated herein by reference. 3.3 Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.3 to the 1987 form 10-K, which is incorporated herein by reference. 3.4 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.4 to the 1987 Form 10-K, which is incorporated herein by reference. 3.5 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.5 to the 1987 Form 10-K, which is incorporated herein by reference. -10- 3.6 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.6 to Registrant's Form 10-K for the fiscal year ended December 31, 1988, which is incorporated herein by reference. 31.1 Certification by the principal executive officer, pursuant to Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification by the principal financial officer, pursuant to Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certifications by the principal executive officer, pursuant to 18 U.S.C. 1350. 32.2 Certifications by the principal financial officer, pursuant to 18 U.S.C. 1350. (B) REPORTS: No reports on form 8-K were filed during the quarter covered by this Report. -11- SIGNATURES Pursuant to the requirements 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: May 7, 2004 CONCORD MILESTONE PLUS, L.P. ------------ ---------------------------- (Registrant) BY: CM PLUS CORPORATION ------------------------ General Partner By: /S/ Leonard Mandor ------------------------ Leonard Mandor President By: /S/ Patrick Kirse ------------------------ Patrick Kirse Treasurer and Controller -12- EX-31.1 2 file002.txt CERTIFICATION EXHIBIT 31.1 CERTIFICATIONS I, Leonard Mandor, President of CM Plus Corporation, the General Partner of the Partnership, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Concord Milestone Plus, L.P.; (2) Based on my knowledge, this quarterly 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 in this quarterly report; (3) Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; (4) The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer's and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the small business issuer's, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this quarterly report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and (5) The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. By: CM Plus Corporation, General Partner DATE: May 7, 2004 /s/ Leonard Mandor ----------- ------------------------ Leonard Mandor President -13- EX-31.2 3 file003.txt CERTIFICATION EXHIBIT 31.2 CERTIFICATIONS I, Patrick Kirse, Treasurer and Controller of CM Plus Corporation, the General Partner of the Partnership, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Concord Milestone Plus, L.P.; (2) Based on my knowledge, this quarterly 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 in this quarterly report; (3) Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; (4) The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer's and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the small business issuer's, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this quarterly report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and (5) The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. By: CM Plus Corporation, General Partner DATE: May 7, 2004 /s/ Patrick Kirse ----------- ------------------------ Patrick Kirse Treasurer and Controller -14- EX-32.1 4 file004.txt CERTIFICATION EXHIBIT 32.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Concord Milestone Plus, L.P. (the "Partnership") on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Leonard Mandor, President of CM Plus Corporation, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer. By: CM Plus Corporation, General Partner DATE: May 7, 2004 /s/ Leonard Mandor ----------- ------------------------ Leonard Mandor President EX-32.2 5 file005.txt CERTIFICATION EXHIBIT 32.2 CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Concord Milestone Plus, L.P. (the "Partnership") on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Patrick Kirse, Treasurer and Controller of CM Plus Corporation, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer. By: CM Plus Corporation, General Partner DATE: May 7, 2004 /s/ Patrick Kirse ----------- ------------------------ Patrick Kirse Treasurer and Controller -----END PRIVACY-ENHANCED MESSAGE-----