-----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, GVPyC1N43/IuKUtak7ypHVgII8CWBZzFO7kYYDewe+VydDVPqqLzhI++ViVRwSdn hcbBiPtxiwY144MfNqXHpw== 0000950116-05-002359.txt : 20050706 0000950116-05-002359.hdr.sgml : 20050706 20050706121641 ACCESSION NUMBER: 0000950116-05-002359 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PACIFIC TAX CREDIT HOUSING FUND II CENTRAL INDEX KEY: 0000840258 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 954178283 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-24537 FILM NUMBER: 05939627 BUSINESS ADDRESS: STREET 1: 1925 CENTURY PARK EAST STE 1900 STREET 2: CENTURY PACIFIC CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102081888 MAIL ADDRESS: STREET 1: 1925 CENTURY PARK EAST SUITE 1900 STREET 2: C/O CENTURY PACIFIC CITY: LOS ANGELES STATE: CA ZIP: 90067 10-Q 1 ten-q.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 Commission File Number 33-24537 CENTURY PACIFIC TAX CREDIT HOUSING FUND II (Exact name of registrant as specified in its charter) CALIFORNIA 95-4178283 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 1 East Stow Road Marlton, NJ 08053 (Address of principal executive offices) (Zip Code) (856)596-3008 (Registrant's telephone number, including area code) No Change (Former name or former address, if changed since last report) Indicate by a 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), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] 1 CENTURY PACIFIC TAX CREDIT HOUSING FUND II TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION Item 1 Financial Statements and Supplementary Data ........ 3 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ............ 11 Item 3 Quantitative and Qualitative Disclosures About Market Risk .............................. 11 Item 4 Controls and Procedures ............................ 12 PART II OTHER INFORMATION Item 1 Legal Proceedings .................................. 12 Item 2 Unrestricted Sales of Equity Securities and Use of Proceeds ....................................... 12 Item 3 Defaults Upon Senior Securities .................... 12 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5 Other Information .................................. 12 Item 6 Exhibits and Reports on Form 8-K ................... 12 SIGNATURE CERTIFICATIONS EXHIBITS 2 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CENTURY PACIFIC TAX CREDIT HOUSING FUND II BALANCE SHEETS June 30, March 31, 2004 2004 (Unaudited) (Audited) ----------- ----------- ASSETS Advance to General Partners $ 871 $ 871 Investments in Limited Partnerships (Note 5) 0 0 ----------- ----------- $ 871 $ 871 =========== =========== LIABILITIES AND PARTNERS' DEFICIT Accounts Payable and Accrued Expenses $ 5,800 $ 5,800 Amounts Payable to Related Parties (Note 4) 2,319,395 2,309,995 Advance from Affiliates 40,594 40,594 ----------- ----------- 2,365,789 2,356,389 ----------- ----------- Commitments and Contingencies Partners' Deficit, per accompanying statement General Partners (72,703) (72,609) Limited Partners, $1,000 stated value per unit, 25,000 units authorized, 5,754 units issued and outstanding (2,292,215) (2,282,909) ----------- ----------- (2,364,918) (2,355,518) ----------- ----------- $ 871 $ 871 =========== =========== The accompanying notes are an integral part of this financial statement. 3 CENTURY PACIFIC TAX CREDIT HOUSING FUND II STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 2004 2003 ------- ------- EXPENSES: General & Adm. (Note 4) $ 9,400 $ 9,400 Equity in Net Losses of Operating Partnership (Note 5) 0 0 ------- ------- 9,400 9,400 ------- ------- Net Loss $(9,400) $(9,400) ======= ======= Allocation of Net Loss General Partners $ (94) $ (94) Limited Partners (9,306) (9,306) ------- ------- $(9,400) $(9,400) ======= ======= Net Loss Per Unit of Limited Partnership Interest $ (1.62) $ (1.62) ======= ======= Average Number of Units Outstanding 5,754 5,754 ======= ======= The accompanying notes are an integral part of this financial statement. 4 CENTURY PACIFIC TAX CREDIT HOUSING FUND II STATEMENTS OF PARTNERS' DEFICIT June 30, 2004 (Unaudited) General Limited Partners Partners Total ----------- ----------- ----------- Balance at April 1, 2003 $ (72,200) $(2,242,418) $(2,314,618) Net Loss (409) (40,491) (40,900) ----------- ----------- ----------- Balance at March 31, 2004 (72,609) (2,282,909) (2,355,518) Net Loss (94) (9,306) (9,400) ----------- ----------- ----------- Partners' Deficit at June 30, 2004 $ (72,703) $(2,292,215) $(2,364,918) =========== =========== =========== Percentage Interest June 30, 2004 1% 99% 100% =========== =========== =========== The accompanying notes are an integral part of this financial statement. 5 CENTURY PACIFIC TAX CREDIT HOUSING FUND II STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended June 30, 2004 2003 ------- ------- Cash Flow from Operating Activities: Net Loss $(9,400) $(9,400) Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: Increase in due to affiliates 9,400 9,400 ------- ------- Net Cash Provided by/(Used in) Operating Activities $ - $ - ------- ------- Net Increase/(Decrease) in Cash - - Cash at Beginning of Period - - ------- ------- Cash at End of Period $ - $ - ======= ======= The accompanying notes are an integral part of this financial statement. 6 CENTURY PACIFIC TAX CREDIT HOUSING FUND II a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PARTNERSHIP AND ITS ORGANIZATION: Century Pacific Tax Credit Housing Fund II, a California limited partnership (the "Partnership" or "CPTCHF II") was formed on September 2, 1988 for the purpose of raising capital and selling limited partnership interests and then acquiring limited partnership interests in partnerships (the "Operating Partnerships") owning and operating existing residential apartment properties. As of June 30, 2004, the Partnership has a limited partnership interest of 60% in Laurel-Clayton Limited Partnership, which owns one apartment rental property in Massachusetts (the "Property"). As of December 31, 2004, the Partnership divested of its one remaining interest in an Operating Partnership which sold its apartment rental property in Massachusetts. As of December 31, 2004, the Partnership is no longer active. The general partners of the Partnership are Century Pacific Capital II Corporation, a California corporation, ("CPII") and Irwin Jay Deutch, an individual (collectively, the "General Partners"). The General Partners and affiliates of the General Partners (the "General Partners and Affiliates") have interests in the Partnership and receive compensation from the Partnership and the Operating Partnerships (Note 4). The Property qualifies for the "Low-Income Housing Tax Credit" established by Section 42 of the Tax Reform Act of 1986 (the "Low-Income Housing Tax Credit"). The property is a leveraged low-income multifamily residential complex, and receives one or more forms of assistance from federal, state or local governments, or agencies (the "Government Agencies"). In September 1988, the Partnership began raising capital from sales of limited partnership interests, at $1,000 per unit. The limited partnership offering closed as of December 31, 1989, with 5,754 units subscribed and issued. Effective March 31, 2005, the Partnership has been dissolved (see Note 6). Basis of Presentation The accompanying unaudited financial statements of Century Pacific Tax Credit Housing Fund II as of June 30, 2004 and March 31, 2004 (the March 31, 2004 financial information included herein has been extracted from the Partnership's audited financial statements on Form 10-K) and for the three months ended June 30, 2004 and 2003 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities and Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Partnership's management, all adjustments (consisting of only normal recurring adjustments) considered necessary to fairly present the financial statements have been made. The statement of operations for the three months ended June 30, 2004 and 2003 are not necessarily indicative of the results that may be expected for the entire year. These statements should be read in conjunction with the financial statements and related notes thereto included on Form 10-K for the years ended March 31, 2004 and 2003. 7 CENTURY PACIFIC TAX CREDIT HOUSING FUND II a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments in Operating Partnerships The Partnership uses the equity method to account for its investment in the Operating Partnership in which it has invested (Note 5). Under the equity method of accounting, the investment is carried at cost and adjusted for the Partnership's share of the Operating Partnership's results of operations and by cash distributions received. Equity in the loss of the Operating Partnership allocated to the Partnership is not recognized to the extent that the investment balance would become negative. Basis of Accounting The Partnership maintains its financial records on the tax basis. Memorandum entries, while not recorded in the records of the Partnership, have been made in the financial statements to reflect accounting principles generally accepted in the United States of America. On August 7, 1991, management of the Partnership changed from a calendar year end to a fiscal year end of March 31 for financial reporting purposes. Accordingly, the Partnership's quarterly periods end June 30, September 30, and December 31. The Operating Partnership, for financial reporting purposes, has a calendar year. The Partnership, as well as the Operating Partnership, has a calendar year for income tax purposes. Estimates and Assumptions The preparation of financial statements in conformity with 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 reported period. Actual results could differ from those estimates. Syndication Costs Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners. Income Taxes No provision has been made for income taxes in the accompanying financial statements since such taxes and/or the recapture of the Low-Income Housing Tax Credits benefits received, if any, are the liability of the individual partners. The Partnership uses the accrual method of accounting for tax purposes. Net Loss per Unit of Limited Partnership Interest Net loss per unit of limited partnership interest is calculated based upon the weighted average number of units of limited partnership interest (units) outstanding. 8 CENTURY PACIFIC TAX CREDIT HOUSING FUND II a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Partnership as a going concern. The Partnership's Operating Partnership has not achieved the operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership's administrative costs. Additionally, as of June 30, 2004, the Partnership has incurred allocated losses from its Operating Partnership to the extent of the Partnership's cash contributions. As a result of the foregoing, the Partnership is dependent upon the general partners and affiliates for continued financial support. Management maintains that the general partners and affiliates, though not required to do so, will continue to fund current operations by deferring payment to related parties of allocated overhead expenses, and by funding any Partnership operating costs. Unpaid allocated overhead expenses will accrue and become payable when the Operating Partnerships either generate sufficient cash distributions to the Partnership to cover such expenses or when the Operating Partnerships is sold. In December 2004, the General Partner completed the sale of the Property. Proceeds from the sale were used to repay related party payables. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. See also Note 6. NOTE 4 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL PARTNERS: The General Partners of the Partnership are CPII and Irwin Jay Deutch. Century Pacific Placement Corporation ("CPPC"), an affiliate of the General Partners, served as the broker-dealer-manager for sales of the limited partnership interests in the Partnership. Century Pacific Realty Corporation ("CPRC"), an affiliate of CPII, is a general partner in the Operating Partnership. The General Partners have an aggregate one percent interest in the Partnership. CPRC has a one-half percent interest in the Operating Partnership. The General Partners and their Affiliates receive compensation and reimbursement of expenses from the Partnership, as set forth in the limited partnership agreement, for their services in managing the Partnership and its business. Pursuant to the partnership agreement, the Partnership is required to pay CPII an annual Management Fee for its services in connection with the management affairs of the Partnership. The annual Management Fee is equal to .5% of Invested Assets (as defined by the partnership agreement). CPII has waived this fee for the three-months ended June 30, 2004 and 2003. The General Partners and Affiliates also receive compensation and reimbursement of expenses from the Operating Partnerships. This compensation and reimbursement include services provided to the Partnership during its offering stage, acquisition stage and operational stage. For the three months ended June 30, 2004 and 2003, the Partnership reported $9,400 in each period, for general and administrative expenses payable to the General Partners and their Affiliates. At June 30, 2004 and March 31, 2004, unsecured non-interest bearing amounts due to Affiliates consist of fees and certain general and administrative costs payable to the General Partners and Affiliates totaling $1,751,141 and $1,741,741, respectively. 9 CENTURY PACIFIC TAX CREDIT HOUSING FUND II a California limited partnership JUNE 30, 2004 NOTES TO FINANCIAL STATEMENTS (Continued) At June 30, 2004 and March 31, 2004, CPII was owed $568,254 for an unsecured non-interest bearing, demand cash advance made to the Partnership. The general partners may advance funds to the Partnership to fund operating deficits, but are not obligated to do so. All such loans shall be repaid prior to any distributions of net cash flow. At June 30, 2004 and March 31, 2004, the Partnership had no outstanding advances due to the general partners. NOTE 5 - INVESTMENTS IN LIMITED PARTNERSHIPS: At June 30, 2004 and March 31, 2004, the Partnership owned a limited partnership interest in one Operating Partnership, which invested in one property (see Note 6). At June 30, 2003, the Partnership owned interests in two Operating Partnerships. In December 2003, an Operating Partnership sold a property located in Chicago, Illinois for a gain of $984,694. The Partnership's equity in net operating losses in the Operating Partnership has exceeded the investment balance. Consequently, the investment balance has been reduced to zero in accordance with the equity method of accounting. The following combined statements of operations are prepared in accordance with accounting principles generally accepted in the United States of America and summarize the operations of the Operating Partnerships for the three months ended June 30, 2004 and June 30, 2003. Three Months Ended June 30, 2004 2003 ----------- ----------- Revenues: Rental Income $ 1,178,244 $ 1,372,842 Other 18,815 92,069 ----------- ----------- 1,197,059 1,464,911 Expenses: Operating, General and Administrative 763,139 1,128,133 Depreciation 212,025 283,562 Interest 157,616 169,230 ----------- ----------- 1,132,780 1,580,925 ----------- ----------- Net Income (Loss) $ 64,279 $ (116,014) =========== =========== NOTE 6 - SUBSEQUENT EVENT In December 2004, the General Partner completed the sale of the single remaining Operating Partnership property located in Boston, Massachusetts. The Partnership received proceeds of $657,693 from the underlying Operating Partnership which was used to repay a portion of amounts due to related parties. The remaining unpaid amounts payable to related parties and affiliates has been forgiven. Effective March 18, 2005, the Partnership has been dissolved. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Results of Operations For the three month periods ended June 30, 2004 and 2003, the Partnership recorded net losses of $9,400. The net losses are equal to the reimbursement paid to Century Pacific Equity Corporation (CPEC), an affiliate, for overhead allocations. In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership's equity method basis in these properties. All of the Partnership's investments have an equity method basis of zero at June 30, 2004. The average occupancy level of the Operating Partnership remained relatively constant for the three months ended June 30, 2004 and 2003. Liquidity and Capital Resources Prior to the sale of the last Operating Partnership investment property, the Partnership experienced a liquidity problem. However, with the sale of the remaining property in December 2004, the Partnership has divested of its investments thereby eliminating the speculation as to future liquidity issues. Proceeds received from the sale of approximately $657,000 were used to repay certain liabilities. CRITICAL ACCOUNTING POLICIES Management's discussion and analysis of financial condition and results of operations are based upon our unaudited financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. Such financial statement preparation requires management to make judgments and use estimates regarding significant accounting policies. We consider an accounting policy to be significant if it is important to our financial condition and results, and requires significant judgment and estimates on the part of management in its application. A summary of our significant accounting policies is included in Note 2 to our financial statements for the year ended March 31, 2004, which are included in the Form 10-K. Our significant accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require revision. Application of the critical accounting policies requires management's significant judgments, often as the result of the need to make estimates for matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected. There have been no significant changes in the application of the critical accounting policies, or in the assumptions or estimates relating thereto, since March 31, 2004. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Due to the nature of our foregoing operations, we have concluded that there is no material market risk exposure and, therefore, no quantitative tabular disclosures are required. 11 ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures The Partnership's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership's disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of the end of the period covered by this report. Based on that evaluation, they have concluded that the Partnership's current disclosure controls and procedures are effective in timely providing them with material information relating to the Partnership required to be disclosed in the reports the Partnership files or submits under the Exchange Act. (b) Changes in Internal Controls During the period covered by this report, there have not been any significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls. There were no significant deficiencies or material weaknesses, and, therefore, no corrective actions were taken. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - None ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None ITEM 5. OTHER INFORMATION - None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits We have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit list attached to this report. (b) Reports on Form 8-K None 12 * * * SIGNATURE * * * Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: July 5, 2005 CENTURY PACIFIC TAX CREDIT HOUSING FUND II a California limited partnership By: Century Pacific Capital II Corporation, a California Corporation General Partner By: /s/ Irwin J. Deutch -------------------------- Irwin J. Deutch, President 13 Exhibit Number Description - ------- ----------- 31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* * Filed herewith EX-31 2 ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 * * * CERTIFICATIONS * * * I, Irwin J. Deutch, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Century Pacific Tax Credit Housing Fund II; 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 statement were made, not misleading with respect to the period covered by 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 registrant as of, and for, the periods presented in this quarterly report; 4. The registrant'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 registrant and 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 registrant is made known to us by others within the entity, particularly during the period in which this quarterly report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 registrant's internal control over financial reporting. Date: July 5, 2005 /s/ Irwin J. Deutch -------------------------- Irwin J. Deutch President, Chief Executive Officer EX-31 3 ex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 * * * CERTIFICATIONS * * * I, James V. Bleiler, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Century Pacific Tax Credit Housing Fund II; 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 statement were made, not misleading with respect to the period covered by 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 registrant as of, and for, the periods presented in this quarterly report; 4. The registrant'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 registrant and 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 registrant is made known to us by others within the entity, particularly during the period in which this quarterly report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 registrant's internal control over financial reporting. Date: July 5, 2005 /s/ James V. Bleiler ----------------------- James V. Bleiler Chief Financial Officer EX-32 4 ex32-1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION 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 Century Pacific Housing Tax Credit Housing Fund II (the "Partnership") on Form 10-Q for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Irwin J. Deutch, Chief Executive Officer 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: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/ Irwin J. Deutch - ---------------------------------- Irwin J. Deutch President, Chief Executive Officer July 5, 2005 EX-32 5 ex32-2.txt EXHIBIT 32.2 Exhibit 32.2 CERTIFICATION 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 Century Pacific Tax Credit Housing Fund II (the "Partnership") on Form 10-Q for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James V. Bleiler, Chief Financial Officer 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: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/ James V. Bleiler - ------------------------ James V. Bleiler Chief Financial Officer July 5, 2005 -----END PRIVACY-ENHANCED MESSAGE-----