-----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, MkI52KTQXRuRUO3d1AYqJl4md0p7aWoeppYjq7d9lLoQL2v0dmrX1DdFkcavXzcH YZ8ZuPHpJnvy/XM3JeSc/A== 0000950116-05-002362.txt : 20050706 0000950116-05-002362.hdr.sgml : 20050706 20050706123236 ACCESSION NUMBER: 0000950116-05-002362 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041231 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: 05939701 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 Quarter ended December 31, 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 of other jurisdiction of (IRS Employer Identification Number) incorporation of organization) 1 E. Stow Road Marlton, NJ 08053 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (856) 596-3008 No change (Former name and 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 filed (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] 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. . . . . . . . . . . . . . . . . . . . . 10 Item 3 Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . 11 Item 4 Controls and Procedures . . . . . . . . . . . . . . . . . 11 PART II OTHER INFORMATION Item 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . 11 Item 2 Unrestricted Sales of Equity Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 11 Item 3 Defaults Upon Senior Securities . . . . . . . . . . . . . 11 Item 4 Submission of Matters to a Vote of Security Holders . . . 11 Item 5 Other Information . . . . . . . . . . . . . . . . . . . . 11 Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 11 SIGNATURE EXHIBITS CERTIFICATIONS 2 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CENTURY PACIFIC TAX CREDIT HOUSING FUND II BALANCE SHEETS December 31, March 31, 2004 2004 (Unaudited) (Audited) ------------ --------- ASSETS Advance to General Partners $ 0 $ 871 Investments in Limited Partnerships (Note 4) 0 0 ----------- ----------- $ 0 $ 871 =========== =========== LIABILITIES AND PARTNERS' CAPITAL/(DEFICIT) Accounts Payable and Accrued Expenses $ 0 $ 5,800 Amounts Payable to Related Parties (Note 3) 0 2,309,995 Advance from Affiliates 0 40,594 ----------- ----------- 0 2,356,389 ----------- ----------- Commitments and Contingencies Partners' Capital/(Deficit), per accompanying statement General Partners 0 (72,609) Limited Partners, $1,000 stated value per unit, 25,000 units authorized, 5,754 units issued and outstanding 0 (2,282,909) ----------- ----------- 0 (2,355,518) ----------- ----------- $ 0 $ 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 Nine Months Ended December 31, December 31, -------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- EXPENSES: General & Adm. (Note 3) $ 10,271 $ 9,400 $ 29,071 $ 28,200 Equity in Net Losses of Operating Partnership (Note 4) 0 0 0 0 ----------- ----------- ----------- ----------- 10,271 9,400 29,071 28,200 ----------- ----------- ----------- ----------- OTHER INCOME: Forgiveness of debt $ 1,726,896 $ 0 $ 1,726,896 $ 0 Other income 657,693 0 657,693 0 ----------- ----------- ----------- ----------- 2,384,589 0 2,384,589 0 ----------- ----------- ----------- ----------- Net Income/(Loss) $ 2,374,318 $ (9,400) $ 2,355,518 $ (28,200) =========== =========== =========== =========== Allocation of Net Income/(Loss) General Partners $ 70,729 $ (94) $ 72,609 $ (282) Limited Partners 2,303,589 (9,306) 2,282,909 (27,918) ----------- ----------- ----------- ----------- $ 2,374,318 $ (9,400) $ 2,355,518 $ (28,200) =========== =========== =========== =========== Net Income/(Loss) Per Unit of Limited Partnership Interest $ 400.35 $ (1.62) $ 396.75 $ (4.85) =========== =========== =========== =========== Average Number of Units Outstanding 5,754 5,754 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' CAPITAL/(DEFICIT) December 31, 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 Income 72,609 2,282,909 2,355,518 ----------- ----------- ----------- Partners' Capital/(Deficit) at December 31, 2004 $ 0 $ 0 $ 0 =========== =========== =========== Percentage Interest December 31, 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) Nine Months Ended December 31, -------------------------- 2004 2003 ----------- ----------- Cash Flow from Operating Activities: Net Income/(Loss) $ 2,355,518 $ (28,200) Adjustments to reconcile net loss to net cash used in operating activities: Forgiveness of Debt (1,726,896) - Equity in net losses of operating Partnerships - - Change in assets and liabilities: Decrease in due from affiliates 871 - Decrease in accounts payable and accrued expenses (5,800) - Decrease in due to affiliates (623,693) 28,200 ----------- ----------- Net Cash Used in Operating Activities $ - $ - =========== =========== Net 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 DECEMBER 31, 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 (the "Properties"). 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 interest in the Partnership and receive compensation from the Partnership and the Operating Partnerships (Note 3). The Properties qualified for the "Low-Income Housing Tax Credit" established by Section 42 of the Tax Reform Act of 1986 (the "Low-Income Housing Tax Credit"). These properties also received one or more forms of assistance from federal, state or local governments, or agencies (the "Government Agencies") while others did not receive any subsidy from 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 having been sold. Effective March 18, 2005, the Partnership has been dissolved (see Note 5). Basis of Presentation The accompanying unaudited financial statements of Century Pacific Tax Credit Housing Fund II as of December 31, 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 and nine months ended December 31, 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 Partnerships management, all adjustments (consisting of only normal recurring adjustments) considered necessary to fairly present the financial statements have been made. The statements of operations for the three and nine months ended December 31, 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 DECEMBER 31, 2004 NOTES TO FINANCIAL STATEMENTS 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 4). 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 DECEMBER 31, 2004 NOTES TO FINANCIAL STATEMENTS NOTE 3 - 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 each of the Operating Partnerships. 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 nine months ended December 31, 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. The remaining property investment was sold in December 2004. Partnership activity for the nine months ended December 31, 2004 and 2003, included $28,200 in each period for general and administrative expenses payable to the General Partners and their Affiliates. For the nine months ended December 31, 2004, the Partnership also reported $1,726,896 in forgiveness of debt income resulting from amounts owed to affiliates of the Partnership which were cancelled and $871 in bad debt expense resulting from amounts due from affiliates. NOTE 4 - INVESTMENTS IN LIMITED PARTNERSHIPS: 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. At December 31, 2004, the Partnership no longer owns any limited partnership interests in any Operating Partnerships. At March 31, 2004, the Partnership owned a limited partnership interest in one Operating Partnership, which invested in one property. This interest was sold before December 31, 2004 for a taxable gain of $5,958,958 by the Operating Partnership. The Partnership received proceeds of $657,693 from this sale. At September 30, 2003, the Partnership owned interests in two Operating Partnerships. One of these Operating Partnerships sold its property located in Chicago, Illinois for a taxable gain of $984,694. There were no cash proceeds resulting from this sale. NOTE 5 - SUBSEQUENT EVENTS Effective March 18, 2005, the Partnership has been dissolved. 9 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Results of Operations For the nine month period ended December 31, 2004, the Partnership recorded general and operating expenses of $29,071 primarily related to the reimbursement paid to Century Pacific Equity Corporation (CPEC), an affiliate, for overhead allocations. In addition, the Partnership also recorded cancellation of debt income of $1,726,896 due to forgiveness of amounts owed to Affiliates by the Partnership. The Partnership recorded $657,693 in other income as a result of proceeds received from the sale of the investment. For the nine month period ended December 31, 2003, the Partnership recorded a net loss of $28,200. The net loss is equal to the reimbursement paid to CPEC for overhead allocations. Liquidity and Capital Resources With the sale of the remaining property in December 2004, the Partnership cancelled its Certificate of Limited Partnership with the Secretary of the State of California as of March 18, 2005. Proceeds of $657,693 from the sale of the property were used by the Partnership to repay a portion of the amounts due to affiliates. Previously, the Partnership was dependent upon its affiliates and the General Partners for continued financial support to meet its expenses. Allocated administrative expenses paid or accrued to affiliates and the General Partners represented reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and other administrative items incurred or allocated, and direct expenses incurred in rendering legal, accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation included overhead expenses of the General Partners, including rent and salaries of employees not specifically performing the services described above. The sale of the property yielded insufficient proceeds to repay the remaining amounts owed to affiliates. 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. 10 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. 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 11 * * * 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 /s/Irwin J. Deutch By: ----------------------------- Irwin J. Deutch, President 12 EXHIBITS 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 13 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 14 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 15 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 SABARNES-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 December 31, 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 16 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 SABARNES-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 December 31, 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 17 -----END PRIVACY-ENHANCED MESSAGE-----