10-K/A 1 tpi210k060105.txt AMENDED FORM 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 AMENDED FORM 10K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2004 Commission file number: 0-13745 TPI LAND INVESTORS II LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) ARIZONA 86-0483912 (State or other jurisdiction of (I.R.S.Employer incorporation organization) Identification No.) 3420 E. Shea Blvd., Suite 200, Phoenix, Arizona 85028 (Address of principal executive offices) (Zip Code) (602) 953-5298 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------------ ------------ TPI LAND INVESTORS II LIMITED PARTNERSHIP December 31, 2004 PART 1 Item 1. Business. TPI Land Investors II Limited Partnership is a limited partnership formed during 1984 under the laws of the State of Arizona. The General Partner's of TPI Land Investors II Limited Partnership are: Herve J.R. Tessier and TPI Asset Management, Inc., an Arizona Corporation. The Partnership's offering was completed on December 17, 1984 after receiving and accepting $7,091,000.00, or 14,182 units at $500.00 per unit. Since 1984 the Partnership has been in the operating stage. It is the business of the Partnership to purchase, hold for investment, lease, operate, maintain, improve, subdivide, sell, dispose of, transfer, convey, mortgage, and otherwise deal with real property in Arizona. It is the intention of the Partnership to acquire property for investment and appreciation purposes. The Partnership may sell a portion or all of the properties in the future with a view towards liquidation of the Partnership. Since the Partnership acquired pre-developed land, which does not generate significant income, the initial operating stage consisted primarily of evaluating Partnership properties and activities in the surrounding area and preparing properties for disposition. The Partnership's main source of revenue was proceeds from sales of land held in inventory and interest on money market instruments. The holding period for the properties in the Partnership's portfolio has been longer than originally anticipated due to a lagging real estate market in Arizona in the late 1980's and 1990's. The Partnership is actively attempting to sell all of its remaining properties and liquidate the Partnership. The General Partner is working to identify and negotiate with potential buyers with a view toward liquidation. Item 2. Properties. During 2004, the Partnership sold two parcels of land:(i) 4.31 acres of commercial real property located on the southeast corner of 91st Avenue and Greenbrian Drive in Peoria, Arizona also known as Lots 1, 2 and 3 of Greenbrian Estates on February 27, 2004 for $728,367.00. Cost of the land was $505,963.00 and cost of the sale was $23,428.00 for a gross profit of $198,977.00. ii) 8.22 acres of commercial real property located on the corner of 91st Avenue and Greenbrian Drive in Peoria, Arizona also known as Lots 4,5,6,7 and 8 of Greenbrian Estates on October 13, 2004 for $1,002,500.00. Cost of the land was $984,088.00 and cost of sale was $2,428.00 for a gross profit of $15,984.00. On December 22, 2004, the Partnership purchased 1.26 acres of commercial real property also known as Lot 5 in the Casa Grande Medical Campus on the northwest corner of Henness Road and Florence Boulevard, Casa Grande, Arizona for $325,227.00. As of December 31, 2004, the remaining parcels of land held by the Partnership are: 4.28 acres of commercial real property located in the shopping center on the northwest corner of 96th Avenue and Van Buren Street in Tolleson, Arizona. 6.33 acres of commercial real property in the Casa Grande Medical Campus located on the northwest corner of Henness Road and Florence Boulevard, Casa Grande, Arizona also known as Lot 3, Lot 7A, Lot 7B and Lot 5. Lot 3 and Lot 7A have been combined to create the Casa Grande Medical Campus Condominiums. The combined acreage of these two lots is approximately 3.05 acres. In November 2004, the Partnership broke ground on a 6240 square foot shell medical condominium building on Lot 3. The estimated construction costs for the shell medical condominium are $587,000.00. The shell medical condominium building is on the market with a current asking price of $975,000.00 plus costs of tenant improvements. The shell medical condominium building is scheduled for completion by April 2005. Lot 7B located in the Casa Grande Medical Campus is 2.02 acres of commercial real property. In November 2004, the Partnership received a Purchase and Sales Agreement for Lot 7B for $271,148.00. The buyer plans to build a seventy room extended stay hotel. The property is scheduled to close in the first quarter of 2005. Lot 5 located in the Casa Grande Medical Campus is 1.26 acres of commercial real property. All of the properties continue to be actively marketed. Item 3. Legal Proceedings. None. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities. a. Market Information - There is no established public trading market for the limited partnership units. b. Holders - Upon close of the Partnership Offering on December 17, 1984 the Partnership received and accepted 14,182 limited partnership units. c. The Partnership made the following cash distributions to limited partners in: 1987 of $143,293.00; 1988 of $1,074,397.00; 1996 of $354,470.00 and 1999 of $567,280.00. Item 6. Selected Financial Data Following are the Partnership's Profit and Loss Statements from continuing operations for fiscal year's 2000, 2001, 2002, 2003 and 2004.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. LIQUIDITY As of December 31, 2004 the Partnership had $1,251,961.00 in cash and money market instruments. This large cash reserve has been retained to complete the construction of the shell medical condominium building and provide operating funds for the Partnership for fiscal year 2005. CAPITAL RESOURCES The Partnership entered into a construction contract with Gonzalez & Associates, Inc. to finish the shell medical condominium building by April 30, 2005. As of December 31, 2004, approximately $500,000.00 will be needed to complete construction of the shell medical condominium building. The source of these funds will come from the Partnership's money market account. RESULTS OF OPERATIONS For fiscal year 2004 the Partnership had net income of $107,764.00. The sources of revenue during the operating period were proceeds from property sales, interest on the money market account and revenue from forfeiture of escrow monies. Two properties were sold during this period for a gross profit of $214,961.00. Interest on the money market account increased this period to $9535.00 due to the large amount of cash held in the money market account. In 2004 Precept Investments signed a Purchase and Sales Agreement to purchase one of the properties that did not close escrow per the Purchase and Sales Agreement. By not honoring the terms of the Purchase and Sales Agreement Precept Investments forfeited their escrow deposit of $14,500.00. The major expenses for the Partnership during the period were real estate taxes of $46,759.25, Income Tax Preparation of $15,256.50 and Professional/Administrative Services of $46,145.51. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Partnership's units are not publicly traded on any open market therefore this is not applicable. Item 8. Financial Statements and Supplementary Date See the registrant's financial statements contained at the end of this Form 10K Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures The General Partners approve all expenditures and sign each check written from the Partnership's checking account. SCSA, Inc. performs the general accounting functions for the Partnership but has no signatory rights on the Partnership's bank accounts. The registrant has retained Jo Ann Rudd, CPA, P.C. to prepare the yearly income tax returns from the books and records prepared by SCSA, Inc. Item 9B. Other Information None. PART III Item 10. Directors and Executive Officers of the Registrant. The Registrant has no officers or directors. The General Partners manage and control substantially all of the Registrant's affairs and has general responsibility and ultimate authority in all matters affecting its business. Item 11. Executive Compensation. None. Item 12. Security Control of Certain Beneficial Owners and Management and Related Stockholder Matters. None. Item 13. Certain Relationships and Related Transactions. None. Item 14. Principal Accounting Fee's and Services. The registrant has retained Jo Ann Rudd, CPA, P.C. to prepare the yearly income tax returns. The firm's fee's for 2004 were $15,250.00. The registrant contracts with SCSA, Inc., an accounting firm, to perform all of the monthly accounting functions for the registrant. SCSA's fee's for 2004 totaled $12,000.00. PART IV Item 15. Exhibits, Financial Statement Schedules. TPI LAND INVESTORS II LIMITED PARTNERSHIP BALANCE SHEETS DECEMBER 31, 2004 AND DECEMBER 31, 2003

TPI LAND INVESTORS II LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS DECEMBER 31, 2004

TPI LAND INVESTORS II LIMITED PARTNERHSIP INDEPENDENT AUDITORS'S REPORT DECEMBER 31, 2004 The registrant is in the process of retaining an auditing firm for the purpose of obtaining an Independent Auditors' Report TPI LAND INVESTORS II LIMITED PARTNERHSIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES METHOD OF ACCOUNTING The Partnership's financial statements are prepared using the accrual method of accounting. The Partnership's intent to sell all of the remaining properties and liquidate the Partnership will not impact the accounting treatment applied by the Partnership in its financial statements prepared in accordance with generally accepted accounting principles as the liquidation proceeds and the timing thereof are not currently estimable. CASH AND CASH EQUIVALENTS The Partnership considers all highly liquid debt instruments with maturity of three months or less when acquired to be cash and cash equivalents. FIXED ASSETS AND DEPRECIATION POLICY The fixed assets listed on the Balance Sheet as Casa Grande Infrastructure, Casa Grande Medical Campus Lot 3, Lot 7A, Lot 7B and Lot 5, and Land in Tolleson are the land inventory currently being marketed for sale. The only fixed asset owned by the Partnership are file cabinets, which are listed at residual value. The Partnership does not have a depreciation policy since the inventory is land and new construction. RISKS AND UNCERTAINTIES The Partnership's ability to (i) achieve positive cash flow from operations, (ii) meet its debt obligations, (iii) provide distributions either from operations or the ultimate disposition of the Partnership's properties or (iv) continue as a going concern, may be impacted by changes in interest rates, property values, geographic economic conditions, or the entry of other competitors into the market. The accompanying financial statements do not provide for adjustments with regard to these uncertainties. REVENUE RECOGNITION The Partnership accounts for sales of land held for investment purposes under the accrual method when certain criteria are met, and profit is recorded when a sale has been consummated. AMORTIZATION OF OTHER ASSETS Organization costs represent costs incurred during the formation period of the Partnership. Syndication costs represent commissions incurred on the sale of limited partnership interests due diligence costs and the costs of preparing the prospectuses. Organization costs are being amortized over 60 months. Syndication costs are not amortized for income tax reporting purposes. Loan origination fees represent costs incurred by the Partnership to secure a loan. Loan fees are being amortized over 36 months. Syndication costs were expended in 1984. Total Syndication Costs include: $709,100.00 Commissions $ 35,455.00 Due Diligence - Legal $ 83,868.26 Prospectus Costs ----------- $828,423.26 Total Syndication Costs LAND HELD FOR INVESTMENT PURPOSES AND RELATED COSTS Land values as stated on the balance sheet are at actual cost plus capitalized legal, improvement fees, architectural fee's and construction costs. INCOME TAXES The Partnership is a limited partnership. As such, all taxable income or losses and available income tax credits are passed from the partnership to the individual partners. It is the responsibility of the individual partners to report the taxable income or losses and tax credits, and to pay any resulting income taxes. Consequently, there is no provision for income taxes included in these financial statements. The Partnership is required to file Internal Revenue Service Form 1065, U.S. PARTNERSHIP RETURN OF Income, and to provide its partners with Schedule K-1, PARTNERS' SHARE OF INCOME, CREDITS, DEDUCTIONS, ETC. Partners' share of income and loss is allocated to those partners' in proportion to each partner's share of the basis in the Partnership, calculated after special allocations of expenses have been made. If any partner is not a partner for an entire fiscal year or if his capital percentage changed during the year, the share of net profits, net losses, distributions, credits and deductions of the Partnership allocable to such partner is determined consistent with the portion of the year during which he was a partner and by taking into account his varying capital percentages. Any assignment or sale of units is recognized by the Partnership not later than the last day of the calendar quarter following receipt of written notice of such assignment or sale accompanied by copies of all operative documents effecting such assignment or sale. NOTE 2 - INFRASTRUCTURE COSTS The infrastructure improvements were deeded to TPI Land Investors II Limited Partnership from TPI Land Development IV Limited Partnership in December 2004 when TPI Land Development IV Limited Partnership sold its last property and made a final distribution to its limited partners. The infrastructure has no resale value; therefore, it is listed at $1.00 on the Balance Sheet. NOTE 3 - LAND HELD FOR INVESTMENT PURPOSES Land Held For Investment Purposes represents costs incurred by the Partnership for the acquisition and holding of land as of December 31, 2004 are as follows:

NOTE 4 - DISTRIBUTIONS PAYABLE The Partnership is holding $18,710.00 in distributions payable in the money market account. These distributions payable are from distributions made to limited partners in 1996 and 1999. If the "missing" limited partners' are not located by the close of the Partnership these distributions will be turned over to the State Of Arizona as unclaimed property. The Partnership is making genuine efforts to locate missing partners before turning over any distributions to the State of Arizona. NOTE 5 - COMMISSION PAYABLE The Partnership sold properties in prior years and the General Partner, TPI Asset Management, Inc. earned a real estate commission on these sales. According to the prospectus, TPI Asset Management, Inc. cannot be paid the Commission until the Limited Partners have received their original investment and their program return. NOTE 6 - PARTNERS' CAPITAL Partners' capital contributions received and subscribed as of December 31, 2004 Limited partners contributions (14,182 units) $ 7,091,000 General partners contribution (1%) 71,666 ----------- Total contribution 7,162,666 Prior year retained earning (1,210,879) Net Income 107,764 Distribution to partners 1987 (143,293) Distribution to partners 1988 (1,074,397) Distribution to partners 1996 (354,470) Distribution to Partners 1999 (567,280) ----------- Partner's capital $3,920,111 =========== SIGNATURES Pursuant to the requirements of Section 13 or Section 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. TPI LAND INVESTORS II LIMITED PARTNERSHIP BY: /s/ Herve J.R. Tessier ------------------------------ Herve J.R. Tessier General Partner DATE: May 26, 2005 TPI LAND INVESTORS II LIMITED PARTNERHSIP CERTIFICATE OF THE GENERAL PARTNER I, Herve J.R. Tessier, General Partner of TPI Land Investors II LP, certify that: 1. I have reviewed the Form 10K of TPI Land Investors II Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the Partnership as of, and for, the periods presented in the report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Partnership, is made known to me during the period in which this annual report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the Partnership's disclosure controls and procedures and presented in this report 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 d) Disclosed in this report any change in the Partnership's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting; and 5. I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the Partnership's auditors or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to aversely affect the Partnership's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves outside consulting firms who have a significant role in the Partnership's internal controls over financial reporting. BY: /s/ Herve J.R. Tessier ------------------------------ Herve J.R. Tessier General Partner TPI Land Investors II L.P. DATE: May 27, 2005 TPI LAND INVESTORS II LIMITED PARTNERHSIP SECTION 906 CERTIFICATION The following statement is provided by the undersigned to accompany the Form 10-K for the year ended December 31, 2004, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed pursuant to any provisions of the Securities Exchange Act of 1934 or any other securities law: The undersigned certifies that the foregoing Report on Form 10K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Form 10K fairly presents, in all material respects, the financial condition and results of operations of TPI Land Investors II Limited Partnership. BY: /s/ Herve J.R. Tessier ------------------------------ Herve J.R. Tessier General Partner TPI Land Investors II L.P. DATE: May 27, 2005

TPI LAND INVESTORS II LIMITED PARTNERSHIP 10-K/A