-----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, Oh5Oz+rgoDuAit2IVBvqk2ZlUu5vTLz7ypkspm8KuVYFH/Ry9KDtjfY4UTArJ+tf NvadriPn6SGZx2fFPyyOpw== 0000950136-04-003956.txt : 20041115 0000950136-04-003956.hdr.sgml : 20041115 20041115101904 ACCESSION NUMBER: 0000950136-04-003956 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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: 041142194 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.htm 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: September 30, 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 November 4, 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

                                   SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

Assets:                                                              September 30, 2004   December 31,2003
                                                                     ------------------   ----------------



Property:
         Building and improvements, at cost                             $16,867,309         $16,773,290
         Less: accumulated depreciation                                   9,646,797           9,107,354
                                                                     --------------        ------------
         Building and improvements, net                                   7,220,512           7,665,936
         Land, at cost                                                   10,987,034          10,987,034
                                                                     --------------        ------------
         Property, net                                                   18,207,546          18,652,970

Cash and cash equivalents                                                 1,351,980             907,136
Accounts receivable                                                         109,596             139,885
Restricted cash                                                             184,779             240,166
Debt financing costs, net                                                    94,001             117,502
Prepaid expenses and other assets, net                                       64,195              49,941
                                                                     --------------        ------------
         Total assets                                                   $20,012,097         $20,107,600
                                                                     ==============        ============
Liabilities:
Mortgage loans payable                                                  $15,216,095         $15,418,851
Accrued interest                                                            104,733             106,487
Deposits                                                                    121,833             114,445
Accrued expenses and other liabilities                                      251,173             270,155
Accrued expenses payable to affiliates                                        6,111               1,296
                                                                     --------------        ------------
         Total liabilities                                               15,699,945          15,911,234
                                                                     ==============        ============

Commitments and Contingencies

Partners' capital:
         General partner                                                    (79,443)            (80,601)
         Limited partners:
                  Class A Interests, 1,518,800                            4,391,595           4,276,967
                  Class B Interests, 2,111,072                                    -                   -
                                                                     --------------        ------------
         Total partners' capital                                          4,312,152           4,196,366
                                                                     --------------        ------------
         Total liabilities and partners' capital                        $20,012,097         $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 SEPTEMBER 30, 2004 AND 2003



                                                                                September 30, 2004   September 30, 2003
                                                                                ------------------   ------------------
Revenues:
Rent                                                                               $724,743                  $648,987
Reimbursed expenses                                                                 148,721                   152,015
Interest and other income                                                             4,639                     7,054
                                                                                  ---------                 ---------

    Total revenues                                                                  878,103                   808,056
                                                                                  ---------                 ---------
Expenses:
Interest expense                                                                    319,183                   323,584
Depreciation and amortization                                                       191,620                   179,288
Management and property expenses                                                    267,678                   292,813
Administrative and management fees to affiliates                                     53,475                    52,350
Professional fees and administrative expenses                                        13,406                    15,371
                                                                                  ---------                 ---------

    Total expenses                                                                  845,362                   863,406
                                                                                  ---------                 ---------

Net income (loss)                                                                   $32,741                  $(55,350)
                                                                                  =========                 =========
Net income (loss) attributable to:

    Limited partners                                                                $32,413                  $(54,796)
    General partner                                                                     328                      (554)
                                                                                  ---------                 ---------

Net income (loss)                                                                   $32,741                  $(55,350)
                                                                                  =========                 =========
Income (loss) per weighted average
Limited Partnership 100 Class A
Interests outstanding, basic & diluted                                            $    2.16                $    (3.64)
                                                                                  =========                 =========
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 REVENUES AND EXPENSES

                                                             (UNAUDITED)

                                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


                                                                             September 30, 2004        September 30, 2003
                                                                             ------------------        ------------------

Revenues:
Rent                                                                             $2,158,839                $1,970,141
Reimbursed expenses                                                                 465,912                   450,134
Interest and other income                                                            25,811                    15,565
                                                                                 ----------                ----------

    Total revenues                                                                2,650,562                 2,435,840
                                                                                 ----------                ----------
Expenses:
Interest expense                                                                    954,447                   964,132
Depreciation and amortization                                                       568,276                   520,435
Management and property expenses                                                    774,123                   788,551
Administrative and management fees to affiliates                                    166,713                   155,373
Professional fees and administrative expenses                                        71,217                    64,248
                                                                                 ----------                ----------
    Total expenses                                                                2,534,776                 2,492,739
                                                                                 ----------                ----------
Net income (loss)                                                                  $115,786                 $ (56,899)
                                                                                 ==========                ==========

Net income (loss) attributable to:

    Limited partners                                                               $114,628                  $(56,330)
    General partner                                                                   1,158                      (569)
                                                                                 ----------                ----------

Net income (loss)                                                                  $115,786                 $ (56,899)
                                                                                 ==========                ==========

Income (loss) per weighted average
Limited Partnership 100 Class A
Interests outstanding, basic & diluted                                           $     7.62                $    (3.75)
                                                                                 ==========                ==========

Weighted average number of 100
Class A interests outstanding                                                        15,188                    15,188
                                                                                 ==========                ==========


                 See Accompanying Notes to Financial Statements

                                       -4-





                            CONCORD MILESTONE PLUS, L.P.
                             (A LIMITED PARTNERSHIP)

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL





                                                             (UNAUDITED)

                                                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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                                               115,786             1,158           114,628            0
                                                         -------          --------          --------            -

PARTNERS' CAPITAL (DEFICIT)
      September 30, 2004                              $4,312,152         $ (79,443)       $4,391,595           $0
                                                      ==========         =========        ==========           ==








                 See Accompanying Notes to Financial Statements


                                      -5-










                                               CONCORD MILESTONE PLUS, L.P.
                                                  (A LIMITED PARTNERSHIP)

                                                 STATEMENTS OF CASH FLOWS

                                                        (UNAUDITED)

                                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                                                 September 30, 2004     September 30, 2003
                                                                                 ------------------     ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                      $115,786              $(56,899)
Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
    Depreciation and amortization                                                       568,276               520,435
    Change in operating assets and liabilities:
    Decrease in accounts receivable                                                      30,289                71,097
    Increase in prepaid expenses and other assets, net                                  (19,586)               (6,919)
    Decrease in accrued interest                                                         (1,754)               (4,847)
   (Decrease) increase in accrued expenses and other liabilities                        (11,594)               40,604
    Increase (decrease) in accrued expenses payable to affiliates                         4,815                (1,006)
                                                                                       --------              --------
Net cash provided by operating activities                                               686,232               562,465
                                                                                       --------              --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Property improvements                                                               (94,019)             (379,494)
                                                                                       --------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Decrease (Increase) in restricted cash                                               55,387               (69,107)
    Principal repayments on mortgage loans payable                                     (202,756)             (189,980)
                                                                                       --------              --------
Net cash used in financing activities                                                  (147,369)             (259,087)
                                                                                       --------              --------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                                 444,844               (76,116)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD                                                                 907,136              1,005,152
                                                                                       --------              ---------
CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                                                    $1,351,980              $ 929,036
                                                                                     ==========              =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:

Cash paid during the period for interest                                               $956,201              $968,979
                                                                                       ========              ========




                 See Accompanying Notes to Financial Statements


                                      -6-








             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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 September 30, 2004, and the related statements of
revenues and expenses, changes in partners' capital, and cash flows for the
three month and nine month periods ended September 30, 2004 and September 30,
2003. These financial statements are the responsibility of the management of the
Partnership.

We conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), 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 U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), 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

November 4, 2004


                                       -7-





                          CONCORD MILESTONE PLUS, L.P.
                             (A LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)



    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 September 30, 2004 and 2003
are unaudited. The financial statements for the periods ended September 30, 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. 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.

FORWARD - LOOKING STATEMENTS
- ----------------------------

    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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------

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.

                                      -8-





    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 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 SEPTEMBER 30, 2004 TO THREE MONTHS ENDED
SEPTEMBER 30, 2003
- -------------------------------------------------------------------------

    The Partnership recognized a net income of $32,741 for the three months
ended September 30, 2004 as compared to a net loss of $55,350 for the same
period in 2003.The change is primarily due to the following factors:

    (i) An increase in revenue of $70,047 or 8.70% to $878,103 for the three
months ended September 30, 2004 as compared to $808,056 for the three months
ended September 30, 2003 due to an increase in base rent collected by the
Partnership of $75,756 attributable to the increase in occupancy at the Green
Valley and Valencia properties.

    (ii) A decrease in expenses of $18,044 or 2.10% to $845,362 for the three
months ended September 30, 2004 as compared to $863,406 for the three months
ended September 30, 2003. The net decrease is primarily due to the following: a)
a decrease of $25,135 in management and property expenses is mainly due to the
fact that expenses incurred related to leasing the vacant space at the Green
Valley and Valencia properties during the three months ended September 30, 2003
were not incurred during the three months ended September 30, 2004 and b) an
increase in depreciation expenses for the three months ended September 30, 2004
of $12,332 is due to capital expenditures incurred during 2003 and 2004 for roof
replacement and tenant improvements at the Valencia, Green Valley and Town and
Country Plaza properties.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2004 TO NINE MONTHS ENDED
SEPTEMBER 30, 2003
- -----------------------------------------------------------------------

    The Partnership recognized a net income of $115,786 for th nine months ended
September 30, 2004 as compared to a net loss of $56,899 for the same period in
2003. The increase is primarily due to the following factors:

    (i) An increase in revenue of $214,722 or 8.80% to $2,650,562 for the nine
months ended September 30, 2004 as compared to $2,435,840 for the nine months
ended September 30, 2003. The net increase is due to an increase in base rent
collected by the Partnership in the nine months ended September 30, 2004 of
$188,698 due to the increase in occupancy at the Green Valley and Valencia
properties.

    (ii) An increase in expenses of $42,037 or 1.70% to $2,534,776 for the nine
months ended September 30 2004 as compared to $2,492,739 for the nine months
ended September 30, 2003. The increase is primarily due to an increase in
depreciation expenses of $47,841 is due to capital expenditures incurred during
2003 and 2004 for roof replacement and tenant improvements at the Valencia,
Green Valley and Town and Country Plaza properties.



                                      -9-





LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

    CM Plus Corporation, the Partnership's 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.

    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 area of approximately 3,528 square feet 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
commenced in August 2004 and continue through December 2008 with four 5 year
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.

    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.

    To assist the Partnership with its compliance with Section 404 of the
Sarbanes-Oxley Act of 2002, the Partnership will retain the services of outside
specialists. The Partnership anticipates that the costs associated with the
retention and use such consultants and advisors will be significant and material
to the Partnership. See "Section 404 Compliance" below.

    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 September 30, 2004 may be used for (a) the capital
requirements of the Partnership properties and (b) for other general Partnership
purposes including the Partnership's compliance with Section 404 of the
Sarbanes-Oxley Act of 2002. See "Section 404 Compliance" below.

    Net cash provided by operating activities of $686,232 for the nine months
ended September 30, 2004 included (i) a net income of $115,786, (ii) non-cash
adjustments of $568,276 for depreciation and amortization expense and (iii) a
net change in operating assets and liabilities of $2,170.



                                      -10-





    Net cash provided by operating activities of $562,465 for the nine months
ended September 30, 2003 included (i) a net loss of $56,899, (ii) non-cash
adjustments of $520,435 for depreciation and amortization expense and (iii) a
net change in operating assets and liabilities of $98,929.

    Net cash used in investing activities of $94,019 for the nine months ended
September 30, 2004 was for capital expenditures for property improvements.

    Net cash used in investing activities of $379,494 for the nine months ended
September 30, 2003 was for capital expenditures for property improvements.

    Net cash provided by financing activities of $147,369 for the nine months
ended September 30, 2004 include (i) principal repayments on mortgage loans
payable of $202,756 and (ii) a decrease in restricted cash of $55,387.

    During the quarter ending June 30, 2004, the Partnership was successful in
its request to release the $150,000 that was 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.

    Net cash used in financing activities of $259,087 for the nine months ended
September 30, 2003 include (i) principal repayments on mortgage loans payable of
$189,980 and (ii) an increase in restricted cash of $69,107.

OFF-BALANCE SHEET ARRANGEMENTS
- ------------------------------

    The Partnership has no off-balance sheet arrangements as contemplated by
Item 303(c) of Regulation 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 September 30, 2004, that our
disclosure controls and procedures are effective to ensure that material
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, made known to management 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.

    During the quarter ended September 30, 2004, there were no changes in our
internal control over financial reporting or other factors that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting and we have not had to take any corrective actions with
regard to significant deficiencies and material weaknesses.


                                      -11-


SECTION 404 COMPLIANCE
- ----------------------

    Section 404 of the Sarbanes-Oxley Act of 2002 (the "S-O Act") requires the
Partnership to include an internal control report from management in its Annual
Report on Form 10-KSB for the year ended December 31, 2005 and in subsequent
Annual Reports thereafter. The internal control report must include the
following (i) a statement of management's responsibility for establishing and
maintaining adequate control over financial reporting, (ii) a statement
identifying the framework used by management to conduct the required evaluation
of the effectiveness of the Partnership's internal control over financial
reporting, (iii) management's assessment of the effectiveness of the
Partnership's internal control over financial reporting as of December 31, 2005,
including a statement as to whether or not internal control over financial
reporting is effective, and (iv) a statement that the Partnership's independent
auditors have issued an attestation on management's assessment of internal
control over financial reporting.

    In order to achieve compliance with Section 404 of the S-O Act within the
required timeframe, the Partnership and its General Partner will conduct a
process to document and evaluate the Partnership's internal control over
financial reporting. The Partnership plans to dedicate internal resources and
develop a detailed work plan to (i) assess and document the adequacy of internal
control over financial reporting, (ii) take steps to improve control processes
where required, (iii) validate through testing that controls are functioning as
documented, and (iv) implementing a continuous reporting and improvement process
for internal control over financial reporting. The Partnership expects to
validate any potential control deficiencies and to assess whether or not they
rise to the level of significant deficiencies or material weaknesses.

    To ensure that the Partnership addresses these issues thoroughly,
effectively and in a timely manner, it will seek to supplement its internal
project team with the services of outside consultants and advisors. The
Partnership is currently conducting searches for and interviewing outside
specialists to assist with its plans to comply with Section 404. The Partnership
anticipates that the costs associated with the retention and use of such
consultants and advisors would be significant and material to the Partnership.

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 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.


                                      -12-


    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.

    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.












                                      -13-





                                   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: November 8, 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















                                      -14-

EX-31.1 2 file002.htm 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, 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: November 8, 2004
      ----------------                         /s/ Leonard Mandor
                                               --------------------------------
                                               Leonard Mandor
                                               President











EX-31.2 3 file003.htm 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, 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: November 8, 2004                     /s/ Patrick Kirse
      ----------------                     -----------------------------------
                                           Patrick Kirse
                                           Treasurer and Controller




EX-32.1 4 file004.htm 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 September 30, 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: November 8, 2004                           /s/ Leonard Mandor
      ----------------                           -----------------------------
                                                 Leonard Mandor
                                                 President
















                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               By:   CM Plus Corporation,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       General Partner
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         President


EX-32.2 5 file005.htm 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 September 30, 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: November 8, 2004                          /s/ Patrick Kirse
      ----------------                          ------------------------------
                                                Patrick Kirse
                                                Treasurer and Controller
















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