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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K



|x  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-- | ----------------------------------------------------------------------------------------
|   | For the fiscal year ended                                                               
|   | December 31, 2004                                                                       
|OR
|   |                                                                                         
|o  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-3955-A



|Moore's Lane Properties, Ltd.                         
|------------------------------------------------------
|                                                      
|(Exact name of registrant as specified in its charter)





|Tennessee                                                      |  | 62-1271931                          
|-------------------------------------------------------------- |  | ------------------------------------
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|3310 West End Avenue, Suite 490
Nashville, Tennessee           |  | 37203                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrant's telephone number including area code (615) 292-1040

Securities registered pursuant to Section 12(g) of the Act:



|Units of Limited Partnership Interest
|-------------------------------------
|                                     
|(Title of Class)                     

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 past 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.



|Yesx | Noo
|---- | ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).



|Yeso | Nox
|---- | ---

The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $7,500,000 as of April 22, 1986. This does not reflect market value, but is the price at which these Units of Limited Partnership Interest were sold to the public. There is no current market for these Units.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated April 22, 1986. As filed pursuant to Rule 424(b) of the Securities and Exchange Commission.

PART I

Item 1. Business

General Development of Business

Moore's Lane Properties, Ltd. ("Registrant"), is a Tennessee limited partnership organized in December 1985, pursuant to the provisions of the Tennessee Uniform Limited Partnership Act, Chapter 2, Title 61, Tennessee Code Annotated, as amended. The General Partner of the Registrant is 222 Partners, Inc. The Partnership is a venturer in Moore's Lane Venture Associates (the "Joint Venture") and has controlling interest in this Joint Venture.

Registrant's primary objective, as a consolidated entity with the Joint Venture, is to sell certain undeveloped real property located in Franklin, Williamson County, Tennessee (the "Property") and distribute to the limited partners, a return of capital from the net proceeds of the sales.

Financial Information about Industry Segments

The Registrant's activity, sale of land, is within one industry segment and geographical area. Therefore, financial data relating to the industry segment and geographical area is included in Item 6 - Selected Financial Data.

Narrative Description of Business

As of December 31, 2004, the Joint Venture owned approximately 2 sellable acres of partially developed land in Franklin, Tennessee. The Property is held for sale. The Property is included in the 1,150-acre Cool Springs Corporate and Retail Center.

The development of the Property is complete. This work included construction of several major roads and interchanges, grading and utility installation.

Competition:

The Cool Springs Corporate and Retail Center includes retail, office and mixed commercial uses similar to those considered suitable for the Property. Most of the property in this area is developed. The Registrant's property is one of a few remaining sites left undeveloped.

The Registrant has no employees. Management services are being provided under a contractual agreement with Landmark Realty Services Corporation, an affiliate of the General Partner.

Item 2. Properties

As of December 31, 2004, the Joint Venture, of which the Registrant has a controlling interest, owned 2 acres of land in Franklin, Williamson County, Tennessee. The Property is included in the Cool Springs Retail and Corporate Center. The Property is located along the perimeter of the Cool Springs Galleria Mall.

Item 3. Legal Proceedings

The Registrant is not a party to, nor is any of the Registrant's property the subject of any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

The security holders of Registrant did not vote on any matters during the fiscal year covered by this report.

PART II

Item 5. Market for Registrant's Units of Limited Partnership Interest and Related Security Holder Matters

There is no established market for the Registrant's Units of Limited Partnership Interest, and it is not anticipated that any will exist in the future. The Registrant commenced an offering to the public on April 22, 1986 of 7,500 Units of limited partnership interests. The offering of $7,500,000 was fully subscribed and closed on May 30, 1986. As of February 28, 2004, there were 562 holders of record of 7,500 Units of limited partnership interests.

There are no material restrictions upon Registrant's present or future ability to make distributions in accordance with the provisions of Registrant's Limited Partnership Agreement.

Item 6. Selected Financial Data

|                                            | For the Year Ending December 31,
|------------------------------------------- | --------------------------------
|                                            | 2004                            
|                                            |                                 
|Total revenue                               | 0                               
|Net income (loss)                           | (74,744)                        
|Net income (loss) per limited partner unit  | ($9.87)                         
|Total assets                                | $217,393                        
|Cash distributions per limited partner unit | $--                             
|                                            |                                 



Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Sales

There were no sales during 2004. On July 8, 2003, the Registrant sold 5 acres of land for gross proceeds of $1.5 million. Of the proceeds, approximately $1.3 million was distributed to the partners of the joint venture. The remaining proceeds were retained to meet operating expenses. The Registrant has 2 acres left for sale. There were no sales of Property during 2002.

Operations

Other than the sales activity noted above, operations of the Registrant are comparable in 2004, 2003, and 2002, except for the following. The decline in property taxes is due to the sale of land in 2003. The large state tax expense in 2003 is due to excise tax on the gain from sale in 2003. The decrease in interest income during the years is due to lower interest rates and lower cash balances held during the year, especially in the restricted cash-escrow accounts. Interest expense in 2004 is on the amounts due to affiliates.

Liquidity and Capital Resources

At December 31, 2004, the Registrant had $942 in cash to meet its 2005 operating expenses. The General Partner believes that this cash balance is not sufficient to meet the operational needs of the Registrant for the year 2005. The General Partners will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available through land sales.

Critical Accounting Policies

As discussed in Note 1 to the financial statements, land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value. Based upon management's analysis of the Partnership's land and improvements held for sale, no impairment charge was necessary at December 31, 2004.

Contractual Obligations and Commitments

At December 31, 2004, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At December 31, 2004 and 2003, the Partnership has restricted cash balances of $94,002 and $96,502, respectively, to be used to fund property improvements, consisting of road and utility work, and property taxes. The restricted cash secures a letter of credit in the same amount to ensure that the required developments were made. The Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At December 31, 2004, the Partnership owed $60,170 to the General Partner for cash advances and deferred fees. Transactions with the General Partner and affiliates are discussed in Note 4 to the financial statements.

Recently Issued Accounting Standards

During 2003, the Registrant adopted FASB Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, FASB Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities, FASB Statement 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits, FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, and FASB Interpretation 46, Consolidation of Variable Interest Entities. Adoption of the new standards did not materially affect the Company's operating results or financial condition.

In December 2003, the FASB revised Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. Interpretation 46, as revised in December 2003, changes the accounting model for consolidation from one based on consideration of control through voting interests. The decision to consolidate an entity will now also consider whether that entity has sufficient equity at risk to enable it to operate without additional financial support, whether the equity owners in that entity lack the obligation to absorb expected losses or the right to receive residual returns of the entity, or whether voting rights in the entity are not proportional to the equity interest and substantially all the entity's activities are conducted for an investor with few voting rights.  The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Registrant will consolidate or disclose information about variable interest entities. The application of this Interpretation has not had a material effect on the Registrant's financial statements.

During 2004, the FASB recently issued the following standards but the Partnership has not yet adopted the following:

FAS 123, Revised, requires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. This will apply to awards granted or modified after the first quarter or year beginning after June 15, 2005. Compensation cost will also be recorded for prior option grants that vest after the date of adoption.

FAS 151 amends inventory pricing to require expensing costs such as idle facility expense, excess spoilage, double freight, and rehandling costs, rather than capitalizing as part of inventory. This replaces prior guidance to expense such costs only if they were "so abnormal" as to require expensing, and applies for fiscal years beginning after June 15, 2005.

FAS 152 requires real estate time-share transactions to be accounted for as nonretail land sales, and to use the additional guidance in SOP 04-2. SOP 04-2 illustrates how to apply FAS 66 to specific forms of real estate time-share transactions for fiscal years beginning after June 15, 2005.

FAS 153 modifies an exception from fair value measurement of nonmonetary exchanges. Exchanges that are not expected to result in significant changes in cash flows of the reporting entity are not measured at fair value. This supersedes the prior exemption from fair value measurement for exchanges of similar productive assets, and applies for fiscal years beginning after June 15, 2005.

SOP 03-3 requires that a valuation allowance for loans acquired in a transfer, including in a business combination, reflect only losses incurred after acquisition and should not be recorded at acquisition. It applies to any loan acquired in a transfer that showed evidence of credit quality deterioration since it was made.

The effect of these new standards on the Company's financial position and results of operations is not expected to be material upon and after adoption.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Registrant has no significant market risk exposure as defined by Item 305 of Regulation S-K of the Securities Exchange Act of 1934.

Item 8. Financial Statements and Supplementary Data

The Financial Statements required by Item 8 are filed at the end of this Report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Form 8-K filed on April 17, 2003 states a change in the Registrant's accounting firm. In a letter dated April 4, 2003 and received by the Registrant on April 10, 2003, KPMG LLP ("KPMG") declined to stand for re-election as independent public accountants for the Registrant.

The audit reports issued by KPMG on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2002 and December 31, 2001, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified, as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and the subsequent interim period from January 1, 2003 through April 4, 2003, there have been no disagreements between the Registrant and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter thereof in its report on the Registrant's consolidated financial statements for such periods.

During the two most recent fiscal years and through April 4, 2003, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Registrant requested KPMG to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter was filed as Exhibit 16.1 to the Current Report on Form 8-K as filed on April 17, 2003.

The Registrant has appointed Crowe Chizek and Company LLC as its new independent public accountants effective as of April 17, 2003. The selection of Crowe Chizek and Company LLC was approved by the Board of Directors of the General Partner of the Registrant on April 17, 2003. During the fiscal years ended December 31, 2002 and December 31, 2001 and through April 17, 2003, the Registrant has not consulted Crowe Chizek and Company LLC regarding any matters described in, and required to be disclosed pursuant to, Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9(a) Controls and Procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the President and Vice President of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART III

Item 10. Directors and Executive Officers of the Registrant

Registrant does not have any directors or officers. 222 Partners, Inc. is the General Partner of the Registrant and as such has general responsibility and ultimate authority in matters affecting Registrant's business.

222 Partners, Inc.

222 Partners, Inc. was formed in September 1986 and serves as general partner for several other real estate investment limited partnerships.

The executive officers and directors of 222 Partners, Inc. are as follows:

Steven D. Ezell, age 52, serves as a director, president and sole shareholder of the corporate general partner. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. Mr. Ezell is President and 50% owner of Landmark Realty Service Corporation. He was active for the four years prior to joining Landmark in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. He is the son of W. Gerald Ezell.

Michael A. Hartley, age 45, is Secretary/Treasurer and Vice President of the corporate general partner. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. He also serves as Vice President and 50% owner of Landmark Realty Services Corporation. For the three years prior to joining Landmark, Mr. Hartley was a Vice President of Dean Witter Realty Inc., a New York-based real estate investment company.

Item 11. Executive Compensation

During 2004, the Registrant was not required to and did not pay remuneration to any partners of the General Partners or any affiliates, except as set forth in Item 13 of this report, "Certain Relationships and Related Transactions." The General Partners do participate in the Profits, Losses, and Distributions of the Partnership as set forth in the Partnership Agreement.

The proceeds distributed from the 1997 sales allowed the Registrant to fully return all capital and preferred return to the Limited Partners. As stated in the Limited Partnership Agreement, all future cash distributions will be allocated 69% to the limited partners and 31% to the general partner and special limited partners. The allocation ratio of limited partner to General Partner and special limited partners prior to the return of capital was 99:1.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder MattersAs of February 28, 2005, no person or "group" ( as that term is used in Section 3 (d) (3) of the Securities Exchange Act of 1934) was known by the Registrant to beneficially own more than five percent of the Units of Registrant. Also as of the above date, no director of 222 Partners, Inc. was known by the Registrant to beneficially own any of the units of the Registrant. There are no arrangements known by the Registrant, the operation of which may, at a subsequent date, result in a change in control of the Registrant.

Item 13. Certain Relationships and Related Transactions

No affiliated entities have, for the year ending December 31, 2004, earned or received compensation or payments for services from the Registrant in excess of $60,000.

For a listing of miscellaneous transactions with affiliates refer to Note 4 of the notes to Consolidated Financial Statements herein.

Item 14. Principal Accountant Fees and Services

Audit Related Fees

Our principal accountants billed us an aggregate of $15,000 and $13,000 in fees and expenses for professional services rendered in connection with the audits of our financial statements for the calendar years ended December 31, 2004 and 2003, respectively, and reviews of the financial statements included in our quarterly reports on Form 10-Q during such calendar years.

Our principal accountants did not bill us any additional fees that are not disclosed under audit fees in each of the last two calendar years for assurance and related services that are reasonably related to the performance of our audit or review of our financial statements.

Tax Fees

No tax fees were paid to our principal accountants for tax compliance, tax advice and tax planning during calendar years ended December 31, 2004 and 2003.

All Other Fees

No other fees were paid to our principal accountants during calendar years ended December 31, 2004 and 2003, for products and services other than those products and services described above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Because the Registrant's units of Limited Partnership are not traded, the General Partner acts as the audit committee. The General Partner pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services.



PART IV



|Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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|(b)                                                                     





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act or 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     | MOORE'S LANE PROPERTIES, LTD.
|-------------------- | -----------------------------
|                     | By: 222 Partners, Inc.       
|                     | General Partner              
|DATE: March 30, 2005 | By:/s/ Steven D. Ezell       
|                     | President and Director       
|DATE: March 30, 2005 | By:/s/ Michael A. Hartley    
|                     | Vice President and Director  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.



|                     | MOORE'S LANE PROPERTIES, LTD.
|-------------------- | -----------------------------
|                     | By: 222 Partners, Inc.       
|                     | General Partner              
|DATE: March 30, 2005 | By:/s/ Steven D. Ezell       
|                     | President and Director       
|DATE: March 30, 2005 | By:/s/ Michael A. Hartley    
|                     | Vice President and Director  

Supplemental Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act by Registrant which have not registered securities pursuant to section 12 of the Act:

No annual report or proxy material has been sent to security holders.

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Report of Independent Registered Public Accounting Firm



The Partners

Moore's Lane Properties, Ltd.:

We have audited the accompanying consolidated balance sheets of Moore's Lane Properties, Ltd. (a limited partnership) as of December 31, 2004 and 2003, and the related consolidated statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the financial position of Moore's Lane Properties, Ltd. at December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.







Crowe Chizek and Company LLC

Brentwood, Tennessee

January 28, 2005









Report of Independent Registered Public Accounting Firm

The Partners

Moore's Lane Properties, Ltd.:

We have audited the accompanying consolidated statements of operations, partners' equity, and cash flows of Moore's Lane Properties, Ltd. (a limited partnership) and subsidiary for the year ended December 31, 2002. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of Moore's Lane Properties, Ltd. and subsidiary for the year ended December 31, 2002, in conformity with U. S. generally accepted accounting principles.



KPMG LLP



Nashville, Tennessee

February 1, 2003



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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)Consolidated Balance Sheets
December 31, 2004 and 2003



|                                                |   |             
|----------------------------------------------- | - | ------------
|                                                |   | December 31,
|Assets                                          |   | 2004        
|                                                |   |             
|                                                |   |             
|Cash and cash equivalents                       | $ | 942         
|Restricted cash                                 |   | 94,002      
|Land and improvements held for sale             |   | 122,449     
|                                                |   |             
|Total assets                                    | $ | 217,393     
|                                                |   |             
|                                                |   |             
|                                                |   |             
|                                                |   |             
|Liabilities and Partners' Equity                |   |             
|                                                |   |             
|Liabilities:                                    |   |             
|Property taxes payable                          | $ | 12,761      
|Payable to related party                        |   | 60,170      
|Accounts payable and accrued expenses           |   | 10,500      
|State taxes payable                             |   | 0           
|Minority interest in consolidated joint venture |   | 100         
|                                                |   |             
|Total liabilities                               |   | 83,531      
|                                                |   |             
|Partners' equity:                               |   |             
|Limited partners (7,500 units outstanding)      |   | 50,967      
|General Partners                                |   | 1,957       
|Special limited partner                         |   | 80,938      
|                                                |   |             
|Total partners' equity                          |   | 133,862     
|                                                |   |             
|Total liabilities and partner's equity          | $ | 217,393     
|                                                |   |             
|                                                |   |             
|                                                |   |             























See accompanying notes to consolidated financial statements.

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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)Consolidated Statements of OperationsYears ended December 31, 2004, 2003 and 2002



|                                          |   |                                  |   |   |           |   |   |          |  
|----------------------------------------- | - | -------------------------------- | - | - | --------- | - | - | -------- | -
|                                          |   | For the years ended December 31, |  
|Revenue                                   |   | 2004                             |   |   | 2003      |   |   | 2002     |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Sales:                                    |   |                                  |   |   |           |   |   |          |  
|Sales of land and improvements            | $ | --                               |   | $ | 1,500,000 |   | $ | --       |  
|Cost of land and improvements sold        |   | --                               |   |   | (240,946  | ) |   | --       |  
|Selling expenses                          |   | --                               |   |   | (125,064  | ) |   | --       |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Gain on land sale                         |   | --                               |   |   | 1,133,990 |   |   | --       |  
|Interest income                           |   | --                               |   |   | 183       |   |   | 1,068    |  
|Miscellaneous income                      |   | --                               |   |   | --        |   |   | 250      |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Total revenue                             |   | --                               |   |   | 1,134,173 |   |   | 1,318    |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Expenses                                  |   |                                  |   |   |           |   |   |          |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Property taxes                            |   | 12,761                           |   |   | 30,473    |   |   | 35,564   |  
|Partnership and property management fee   |   | 15,604                           |   |   | 15,604    |   |   | 15,604   |  
|Legal and accounting                      |   | 33,995                           |   |   | 27,946    |   |   | 40,060   |  
|General and administrative                |   | 3,383                            |   |   | 6,661     |   |   | 3,915    |  
|Architect and engineering fees            |   | --                               |   |   | --        |   |   | 275      |  
|Land maintenance                          |   | 6,675                            |   |   | 3,600     |   |   | 4,725    |  
|State taxes                               |   | 377                              |   |   | 37,346    |   |   | 2,232    |  
|Interest expense                          |   | 1,949                            |   |   | --        |   |   | --       |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Total expenses                            |   | 74,744                           |   |   | 121,630   |   |   | 102,375  |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Income(Loss) before minority interest     |   | (74,744                          | ) |   | 1,012,543 |   |   | (101,057 | )
|Minority interest                         |   | --                               |   |   | 221,000   |   |   | --       |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Net (loss) income                         | $ | (74,744                          | ) | $ | 791,543   |   | $ | (101,057 | )
|                                          |   |                                  |   |   |           |   |   |          |  
|                                          |   |                                  |   |   |           |   |   |          |  
|                                          |   |                                  |   |   |           |   |   |          |  
|                                          |   |                                  |   |   |           |   |   |          |  
|Net (loss) income allocated to:           |   |                                  |   |   |           |   |   |          |  
|General Partner                           |   | (747                             | ) |   | 2,650     |   |   | (314     | )
|Special limited partner                   |   |                                  |   |   | 261,702   |   |   | (31,014  | )
|Limited partners                          |   | (73,997                          | ) |   | 527,191   |   |   | (69,729  | )
|                                          |   |                                  |   |   |           |   |   |          |  
|Net income(loss) per limited partner unit | $ | (9.87                            | ) | $ | 70.29     |   | $ | (9.30    | )
|Weighted average units outstanding        |   | 7,500                            |   |   | 7,500     |   |   | 7,500    |  
|                                          |   |                                  |   |   |           |   |   |          |  

See accompanying notes to consolidated financial statements.

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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

Consolidated Statements of Partners' Equity

Years ended December 31, 2004, 2003 and 2002





|                             | Units | Limited Partners |   | Special Limited Partner |   | General Partner |   | Total      |  
|---------------------------- | ----- | ---------------- | - | ----------------------- | - | --------------- | - | ---------- | -
|                             |       |                  |   |                         |   |                 |   |            |  
|Balance at December 31, 2001 | 7,500 | $417,502         |   | $183,837                |   | $3,737          |   | $605,076   |  
|Net loss                     |       | (69,729          | ) | (31,014                 | ) | (314            | ) | (101,057   | )
|Balance at December 31, 2002 | 7,500 | 347,773          |   | 152,823                 |   | 3,423           |   | 504,019    |  
|Cash distributions           |       | (750,000         | ) | (333,587                | ) | (3,369          | ) | (1,086,956 | )
|Net income                   |       | 527,191          |   | 261,702                 |   | 2,650           |   | 791,543    |  
|Balance at December 31, 2003 | 7,500 | 124,964          |   | 80,938                  |   | 2,704           |   | 208,606    |  
|Net income                   |       | (73,997          | ) |                         |   | (747            | ) | (74,744    | )
|Balance at December 31, 2004 | 7500  | $50,967          |   | $80,938                 |   | $1,957          |   | $133,862   |  



See accompanying notes to consolidated financial statements.

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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)Consolidated Statements of Cash FlowsYears ended December 31, 2004, 2003 and 2002



|                                                                                 |   |                                  |   |   |            |   |   |          |  
|-------------------------------------------------------------------------------- | - | -------------------------------- | - | - | ---------- | - | - | -------- | -
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|                                                                                 |   | For the years ended December 31, |  
|Cash flows from operating activities:                                            |   | 2004                             |   |   | 2003       |   |   | 2002     |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|Net (loss)income                                                                 | $ | (74,744                          | ) | $ | 791,543    |   | $ | (101,057 | )
|Adjustments to reconcile net (loss)income to net cash from Operating activities: |   |                                  |   |   |            |   |   |          |  
|Decrease in restricted cash                                                      |   | 2,500                            |   |   | (64,250    | ) |   | 26,000   |  
|Cost of land and improvements sold                                               |   |                                  |   |   | 240,946    |   |   | -        |  
|(Decrease) increase in accounts payable and accrued expenses                     |   | 1,375                            |   |   | 5,625      |   |   | (1,500   | )
|Increase in payable to related party                                             |   | 47,199                           |   |   | 191        |   |   | 12,780   |  
|(Decrease) increase in property tax payable                                      |   | 255                              |   |   | (17,594    | ) |   | 2        |  
|(Decrease) increase in state taxes payable                                       |   | (38,753                          | ) |   | 35,997     |   |   | 719      |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|Net cash from operating activities                                               |   | (62,168                          | ) |   | 992,458    |   |   | (63,056  | )
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|Cash flows from financing activities - Distributions                             |   | --                               |   |   | (1,086,956 | ) |   | --       |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|Net decrease in cash and cash equivalents                                        |   | (62,168                          | ) |   | (94,498    | ) |   | (63,056  | )
|Cash and cash equivalents at beginning of year                                   |   | 63,110                           |   |   | 157,608    |   |   | 220,664  |  
|Cash and cash equivalents at end of year                                         | $ | 942                              |   | $ | 63,110     |   | $ | 157,608  |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  
|Supplemental disclosure of cash flow information:                                |   |                                  |   |   |            |   |   |          |  
|Cash paid during the year for state taxes                                        | $ | 32,250                           |   | $ | 1,348      |   | $ | --       |  
|Cash paid during the year for interest                                           |   | 1,949                            |   |   | --         |   |   | --       |  
|                                                                                 |   |                                  |   |   |            |   |   |          |  

See accompanying notes to consolidated financial statements.

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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)Notes to Consolidated Financial Statements
December 31, 2004 and 2003

1. Summary of Significant Accounting Policies
2. Organization
Moore's Lane Properties, Ltd. (the Partnership) was organized on December 10, 1985 as a Tennessee limited partnership to acquire, hold for investment, and sell approximately 174 acres of unimproved real property in Williamson County, Tennessee. On May 30, 1986, a public offering of limited partnership units closed whereby the Partnership issued 7,500 limited partnership units and the original limited partner withdrew. During 1997, general partner W. Gerald Ezell sold his partnership interest, and the Partnership was amended to convert his interest to a "Special Limited" partner interest. His general partner responsibilities were transferred to the remaining general partner, 222 Partners, Inc., (General Partner). The Partnership prepares financial statements and Federal income tax returns on the accrual method and includes only those assets, liabilities and results of operations, which relate to the business of the Partnership.
3. Principles of Consolidation
The consolidated financial statements include the accounts of Moore's Lane Properties, Ltd. and the accounts of a majority-owned joint venture. All significant intercompany accounts and transactions have been eliminated.

1. Estimates
The preparation of the financial statements requires management of the Partnership to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of land and improvements held for sale. Actual results could differ from those estimates.
2. Cash

Cash belonging to the Partnership is combined in an account with Funds from other Partnerships related to the General Partner.

1. Land and Improvements Held for Sale

Land and improvements held for sale are recorded at cost and include approximately 2 acres at December 31, 2004 and 2003. Land costs include amounts to acquire and hold land, including interest and property taxes during the development period. Costs to hold land, including interest, insurance and property taxes were charged to expense in 2004, 2003, and 2002 since development was substantially complete. Land improvement costs include development costs expended subsequent to the acquisition of the tract.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell which significantly impact the estimated Fair Value.



MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

1. Summary of Significant Accounting Policies (continued)

1. Revenue Recognition
2. Income Taxes

No provision has or will be made for federal income taxes since such taxes are the personal responsibility of the partners. Annually, the partners receive, from the Partnership IRS Form K-1's that provide them with their respective share of taxable income or losses, deductions, and other tax related information. The partnership pays state taxes on earnings from Tennessee operations.

1. Partnership Allocations
Net profits, losses and distributions of cash flow of the Partnership are allocated to the partners in accordance with the Partnership agreement as follows:
2. Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise, during a period, associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the years ended December 31, 2004, 2003, and 2002, the Partnership had no components of other comprehensive (loss) income. Accordingly, other comprehensive (loss) income for each of the years was the same as net (loss) income.



MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

1. Summary of Significant Accounting Policies (continued)

1. Recently Issued Accounting Standards

During 2003, the Partnership adopted FASB Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, FASB Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities, FASB Statement 132 (revised 2004), Employers' Disclosures about Pensions and Other Postretirement Benefits, FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, and FASB Interpretation 46, Consolidation of Variable Interest Entities. Adoption of the new standards did not materially affect the Company's operating results or financial condition.

In December 2003, the FASB revised Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. Interpretation 46, as revised in December 2003, changes the accounting model for consolidation from one based on consideration of control through voting interests. The decision to consolidate an entity will now also consider whether that entity has sufficient equity at risk to enable it to operate without additional financial support, whether the equity owners in that entity lack the obligation to absorb expected losses or the right to receive residual returns of the entity, or whether voting rights in the entity are not proportional to the equity interest and substantially all the entity's activities are conducted for an investor with few voting rights.  The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Registrant will consolidate or disclose information about variable interest entities. The application of this Interpretation has not had a material effect on the Registrant's financial statements.

During 2004, the FASB recently issued the following standards but the Partnership has not yet adopted the following:

FAS 123, Revised, requires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. This will apply to awards granted or modified after the first quarter or year beginning after June 15, 2005. Compensation cost will also be recorded for prior option grants that vest after the date of adoption.

FAS 151 amends inventory pricing to require expensing costs such as idle facility expense, excess spoilage, double freight, and rehandling costs, rather than capitalizing as part of inventory. This replaces prior guidance to expense such costs only if they were "so abnormal" as to require expensing, and applies for fiscal years beginning after June 15, 2005.

FAS 152 requires real estate time-share transactions to be accounted for as nonretail land sales, and to use the additional guidance in SOP 04-2. SOP 04-2 illustrates how to apply FAS 66 to specific forms of real estate time-share transactions for fiscal years beginning after June 15, 2005.

FAS 153 modifies an exception from fair value measurement of nonmonetary exchanges. Exchanges that are not expected to result in significant changes in cash flows of the reporting entity are not measured at fair value. This supersedes the prior exemption from fair value measurement for exchanges of similar productive assets, and applies for fiscal years beginning after June 15, 2005.

SOP 03-3 requires that a valuation allowance for loans acquired in a transfer, including in a business combination, reflect only losses incurred after acquisition and should not be recorded at acquisition. It applies to any loan acquired in a transfer that showed evidence of credit quality deterioration since it was made.

The effect of these new standards on the Company's financial position and results of operations is not expected to be material upon and after adoption.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

1. Restricted Cash
2. Moore's Lane Venture Associates
3. Related Party Transactions

Affiliates of the General Partner receive fees and commissions as consideration for performing certain services. Expenses incurred for these services during 2004, 2003, and 2002 are as follows:



|                                                  | 2004   | 2003    | 2002  
|------------------------------------------------- | ------ | ------- | ------
|Sales commission paid to minority interest holder | $--    | $45,000 | $-    
|Development fees (Selling expense)                | --     | 30,000  | -     
|Commission paid to affiliate                      | --     | 45,000  | -     
|Accounting fees                                   | 14,995 | 14,471  | 14,030
|Partnership and property management fee           | 15,604 | 15,604  | 15,604

1. Land and Improvements Held for Sale
2. Distributions

No distributions were made for the years ended December 31, 2004 or 2002. On July 16, 2003, the Partnership distributed $750,000 ($100 per unit) to the limited partners, $ 3,369 to the general partner and $ 333,587 to the special limited partners from the sale proceeds.

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Report of Independent Registered Public Accounting Firm



The Partners

Moore's Lane Properties, Ltd.:

Our report on our audits of the 2004 and 2003 basic financial statements of Moore's Lane Properties, Ltd. appears elsewhere herein. The audits were conducted for the purpose of forming an opinion on the 2004 and 2003 basic financial statements taken as a whole. The 2004 Schedule III, Real Estate and Accumulated Depreciation is presented for purposes of additional analysis and is not a required part of the basic financial statements. The 2004 and 2003 information has been subjected to the auditing procedures applied in the audits of the basic 2004 and 2003 financial statements and, in our opinion, such information is fairly stated in all material respects in relation to the 2004 and 2003 basic financial statements taken as a whole.





Crowe Chizek and Company LLC

Brentwood, Tennessee

January 28, 2005







Report of Independent Registered Public Accounting Firm

The Partners

Moore's Lane Properties, Ltd.:

Under date of February 1, 2003, we reported on the consolidated statements of operations, partners' equity, and cash flows of Moore's Lane Properties, Ltd. and subsidiary for the year ended December 31, 2002. The consolidated financial statements and our report thereon are included elsewhere herein. In connection with our audit of the aforementioned consolidated financial statements, we have also audited the 2002 information in the related financial statement Schedule III, Real Estate and Accumulated Depreciation. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this financial statement schedule based on our audit.

In our opinion, such 2002 information in the financial statement schedule, when considered in relation to the 2002 basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Nashville, Tennessee

February 1, 2003

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MOORE'S LANE PROPERTIES, LTD. and Subsidiary

(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

December 31, 2004



|                                        |              | Initial Cost to Partnership | Cost capitalized subsequent to acquisition | Gross amount at which carried at close of period |                |         |                           
|--------------------------------------- | ------------ | --------------------------- | ------------------------------------------ | ------------------------------------------------ | -------------- | ------- | --------------------------
|Description                             | Encumbrances | Land                        | Buildings and improvements                 | Improvements                                     | Carrying costs | Land    | Buildings and improvements
|2 acres in Williamson county, Tennessee | None         | $25,820                     | --                                         | 77,135                                           | 19,494         | 122,449 | --                        





See accompanying reports of independent registered public accounting firms.

MOORE'S LANE PROPERTIES, LTD. and Subsidiary

(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

December 31, 2004, 2003 and 2002

(Continued)



|                                                   | 2004     | 2003      | 2002    
|-------------------------------------------------- | -------- | --------- | --------
|(1) Balance at beginning of Period                 | $122,449 | $363,395  | $363,395
|Additions during period:                           |          |           |         
|Improvements                                       | --       | --        | --      
|Deductions during period:                          |          |           |         
|Cost of land and improvements sold                 | --       | (240,946) | --      
|Balance at close of period                         | $122,449 | $122,449  | $363,395
|                                                   |          |           |         
|(2) Aggregate cost for federal income tax purposes | $131,814 | $131,814  | $363,395



See accompanying reports of independent registered public accounting firms.

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Exhibit 21. Subsidiaries

MOORE'S LANE PROPERTIES, LTD.

(A Tennessee Limited Partnership)







MOORE'S LANE VENTURE ASSOCIATES

A Tennessee Joint Venture

3310 West End Avenue, Suite 490

Nashville, TN 37203

EIN 62-1310146



























Exhibit 31.1

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CERTIFICATION

I, Steven D. Ezell, certify that:

1.     I have reviewed this annual report on Form 10-K of Moore's Lane Properties, Ltd.

2.     Based on my knowledge, this annual 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 by this annual 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, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officers 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 and control procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this 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 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 (the Registrant's fourth quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registant'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:

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 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 controls over financial reporting.



|                     | MOORE'S LANE PROPERTIES, LTD.
|-------------------- | -----------------------------
|                     | By: 222 Partners, Inc.       
|                     | General Partner              
|DATE: March 30, 2005 | By:/s/ Steven D. Ezell       
|                     | President and Director       

Exhibit 31.2

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CERTIFICATION

I, Michael A Hartley, certify that:

1.     I have reviewed this annual report on Form 10-K of Moore's Lane Properties, Ltd.

2.     Based on my knowledge, this annual 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 by this annual 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, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officers 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 and control procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this 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 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 (the Registrant's fourth quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registant'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:

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 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 controls over financial reporting. .



|                     | MOORE'S LANE PROPERTIES, LTD.
|-------------------- | -----------------------------
|                     | By: 222 Partners, Inc.       
|                     | General Partner              
|DATE: March 30, 2005 | By:/s/ Michael A. Hartley    
|                     | Vice President and Director  



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EXHIBIT 32

SECTION 1350 CERTIFICATIONS



To my knowledge, this Report on Form 10-K for the year ended December 31, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Moore's Lane Properties, Ltd.



|                     | MOORE'S LANE PROPERTIES, LTD.
|-------------------- | -----------------------------
|                     | By:                          
|                     |                              
|Date: March 30, 2005 |                              
|                     |                              
|Date: March 30, 2005 |                              
|                     |