UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 000-12895

ALL STATE PROPERTIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

 UNITED STATES

32-0252180

SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 Form 10-Q
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____ to _____
Commission File Number: 000-12895
All-State Properties Holdings, Inc.

(Exact name of registrant as specified in its charter)

  Nevada32-0252180
 (StateState or other jurisdiction of incorporation)incorporation or organization)

 (IRS

(IR.S. Employer Identification Number)

No.)

7325 Oswego Road

106 Glenwood Drive

Liverpool, New York

13090

   (Address

(Address of principal executive offices and Zip Code)offices)

(Zip Code)

 (315) 451-7515
 (Registrant's telephone number, including area code)


Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 lastpast 90 days.days YES [X]   NO [  ]☒


Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X]     NO [  ]
☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large“large accelerated filer, "accelerated filer," "non-accelerated filer,"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐

Accelerated Filer

[  ]Accelerated Filer[  ]filer ☐

Non-accelerated Filer

[  ]Smaller Reporting Company[X]
(Dofiler ☐  (Do not check if a smaller reporting company)

Smaller reporting company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).: Yes   YES [X]    NO [  ]☐ No ☒


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 2,964,181,540 shares of common stock as of November 13, 2020.


TABLE OF CONTENTS

 APPLICABLE ONLY TO CORPORATE ISSUERS:

PART I

 As of October 17, 2017, there were 2,964,181,540 shares of the registrant's $0.0001 par value common stock issued and outstanding.


1

 All-State Properties Holdings, Inc.

Form 10-Q

Item 1

Financial Statements

4

For the Fiscal Quarter Ended March 31, 2012
TABLE OF CONTENTS
Page
 Part I
 Item 1Financial Statements 3

Item 2

Management

Management's Discussion and Analysis of Financial Condition and Results of Operations

 10

14

Item 3

Quantitave

Quantitative and Qualitative Disclosures About Market RiskRisks

 11

16

Item 4

Controls and Procedures

 11

16

Part

PART II

 Item 1

Legal Proceedings

 13

Item 1A1

Risk Factors

Legal Proceedings

 13

17

Item 1A.

Risk Factors

17

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 13

17

Item 3

Defaults

Default Upon Senior Securities

 13

17

Item 4

Mine Safety DisclosuresDisclosure

 13

17

Item 5

Other Information

 13

17

Item 6

Exhibits

 14

17

Signatures

SIGNATURES

18

 15


2

PART 1FINANCIAL STATEMENTS

Table of Content

ALL STATE PROPERTIES HOLDINGS, INC.

FINANCIAL STATEMENTS

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2020

TABLE OF C O N T E N T S

PART I - FINANCIAL INFORMATION

Consolidated Balance Sheets (Unaudited)

5

 Item 1Financial Statements
  All-State Properties Holdings, Inc.
Financial Statements
 For the Fiscal Quarter Ended March 31, 2012
TABLE OF CONTENTS
 Page
Balance Sheets (unaudited)F-1

Consolidated Statements of Operations (unaudited)(Unaudited)

F-2

6

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)

7

Consolidated Statements of Cash Flows (unaudited)(Unaudited)

F-3

8

Notes to the Financial Statements (unaudited)(Unaudited)

F-4

9

F-1   

F-1


All State Properties Holdings, Inc.

 

 

 

 

Balance Sheets

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

June 30,

 

 

 

 

2020

 

2020

Assets

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$                  88

 

$                    -   

 

 

Total current assets

 

88

 

                      -   

 

 

 

 

 

 

 

 

 

Total assets

 

$                   88

 

$                    -   

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$           18,972

 

$         15,223

 

Due to related parties

 

77,358

 

75,673

 

 

Total current liabilities

 

96,330

 

90,896

 

 

 

 

 

 

 

 

 

Total liabilities

 

96,330

 

90,896

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,

 

 

 

 

 

 

None- issued and outstanding

 

                      -   

 

                      -   

 

Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,

 

 

 

 

 

2,964,181,540 shares issued and outstanding

 

296,418

 

 296,418

 

Additional paid-in capital

 

121,373,231

 

121,373,231

 

Accumulated deficit

 

(121,765,891)

 

(121,760,545)

 

 

Total stockholders' deficit

 

(96,242)

 

(90,896)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$                    -88

 

$                    -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 

 

 

 

 

F-2


All State Properties Holdings, Inc.

 

 

 

 

Statement of Operations

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

September 30,

 

 

 

 

2020

 

2019

 

 

 

 

 

 

 

Revenues

 

$                     -   

 

$                     -   

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Other general and administrative expenses

 

               5,346

 

               1,000

 

 

Total operating expenses

 

5,346

 

1,000

 

 

 

 

 

 

 

Loss from operations

 

(5,346)

 

(1,000)

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

Loss on settlement of debt

 

                       -   

 

                       -   

 

Interest expense

 

                       -   

 

                       -   

 

 

Total other income (expense)

 

                       -   

 

                       -   

 

 

 

 

 

 

 

Net loss

 

$          (5,346)

 

$          (1,000)

 

 

 

 

 

 

 

Basic and fully diluted loss per common share

 

$                     -   

 

$                     -   

 

 

 

 

 

 

 

Basic and fully diluted weighted average

 

 

 

 

 

common shares outstanding

 

2,964,181,540

 

2,964,181,540

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-3


All State Properties Holdings, Inc.

 

 

 

 

Statement of Cash Flows

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three Months Ended

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

2020

 

2019

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net loss

 

$    (5,346)

 

$   (1,000)

 

Adjustments to reconcile net loss to net cash provided

 

 

 

 

 

 

by (used in) operating activities:

 

 

 

 

 

 

 

Issuance of common stock as share-based compensation

 

                  -   

 

                   -   

 

 

 

Loss on extinguishment of debt

 

                  -   

 

                   -   

 

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Increase (decrease) in accounts payable

 

3,749

 

        (1,000)

 

 

 

Increase (decrease) in due to related parties

 

1,685

 

-               

 

 

 

 

Net cash provided by (used in) operating activities

 

88

 

-

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

                  -   

 

                   -   

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

                  -   

 

                   -   

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

88

 

-

Cash and cash equivalents, beginning of period

 

                  -   

 

                   -   

Cash and cash equivalents, end of period

 

88

 

       -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$               -   

 

$                -   

 

Cash paid for taxes

 

$               -   

 

$                -   

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

Conversion of related party debt

 

                  -   

 

                   -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 

 

 

F-4


All State Properties Holdings, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Changes in Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended September 30, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Paid-in

 

Accumulated

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

 

           -   

 

$        -   

 

2,964,181,540

 

$296,418

 

$121,373,231

 

$(121,743,210)

 

$(90,896)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

    September 30, 2020

           -   

 

            -   

 

                       -   

 

              -   

 

                       -   

 

             (5,346)

 

   (5,346)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2020

 

           -   

 

$         -   

 

2,964,181,540

 

$296,418

 

$121,373,231

 

$(121,765,891)

 

$(96,242)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2019

 

           -   

 

$         -   

 

2,964,181,540

 

$296,418

 

$121,373,231

 

$(121,743,210)

 

$(73,561)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

September 30, 2019

           -   

 

            -   

 

                       -   

 

             -   

 

                       -   

 

                     )1,000)  

 

(1,000)        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2019

 

           -   

 

$         -   

 

2,964,181,540

 

$296,418

 

$121,373,231

 

$(121,744,210)

 

$(74,561)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

F-5


3
All State Properties Holdings, Inc.      
Balance Sheets      
(Unaudited)      
       
  March 31,  June 30, 
  2012  2011 
Assets      
       
Current Assets:      
Cash and cash equivalents $-  $- 
Total current assets  -   - 
         
Total assets $-  $- 
         
Liabilities and Stockholders' Deficit        
         
Current Liabilities:        
Accounts payable and accrued liabilities $3,507  $- 
Accrued interest related parties  -   - 
Due to related parties  -   - 
Notes payable officers  -   - 
Total current liabilities  3,507   - 
         
Total liabilities  3,507   - 
         
Stockholders' Deficit        
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,        
none issued and outstanding at March 31, 2012 and        
June 30, 2011, respectively  -   - 
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,        
2,964,181,540 and 280,648,909 shares issued and outstanding        
at March 31, 2012 and June 30, 2011, respectively  296,418   28,065 
Additional paid-in capital  121,373,231   118,163,898 
Accumulated deficit  (121,673,156)  (118,191,963)
Total stockholders' deficit  (3,507)  - 
         
Total liabilities and stockholders' deficit $-  $- 
         
The accompanying notes are an integral part of these financial statements
 F-2
All State Properties Holdings, Inc.            
Statement of Operations            
(Unaudited)            
             
    For the Three Months Ended  For the Nine Months Ended 
    March 31,     March 31,    
  2012  2011  2012  2011 
             
Revenues $-  $-  $-  $- 
                 
Operating expenses                
Officers' salaries  -   44,600   -   216,555 
Professional fees  -   49,960   -   69,460 
Office expense  -   194   -   891 
Investor relations expenses  -   18,979   -   32,111 
Other general and administrative expenses  1,169   464,147   3,442,078   99,014,282 
Total operating expenses  1,169   577,880   3,442,078   99,333,299 
                 
Loss from operations  (1,169)  (577,880)  (3,442,078)  (99,333,299)
                 
Other income (expense)                
Loss on settlement of debt  -   (84,000)  -   (6,108,861)
Interest expense  -   (10,943)  -   (41,335)
Total other income (expense)  -   (94,943)  -   (6,150,196)
                 
Net loss $(1,169) $(672,823) $(3,442,078) $(105,483,495)
                 
Basic and fully diluted loss per common share $-  $(0.06) $-  $(14.71)
                 
Basic and fully diluted weighted average                
common shares outstanding  2,830,932,022   11,404,459   2,041,513,103   7,171,355 
                 
The accompanying notes are an integral part of these financial statements        
F-3               
All State Properties Holdings, Inc.      
Statement of Cash Flows      
(Unaudited)      
       
      For the Nine Months Ended 
      March 31,    
  2012  2011 
       
Cash Flows from Operating Activities:      
Net loss $(3,442,078) $(105,483,495)
Adjustments to reconcile net loss to net cash provided        
by (used in) operating activities:        
Stock issued for anti-dilutive clause  3,438,571   99,235,798 
Loss on extinquishment of debt  -   5,887,345 
Changes in assets and liabilities        
(Increase) decrease in prepaid expenses  -   (1,000)
Increase (decrease) in accounts payable  3,507   24,113 
Increase (decrease) in accrued liabilities  -   289,869 
Borrowings on related party payable  -   35,031 
Repayments on related party payable  -   - 
Net cash provided by (used in) operating activities  -   (12,339)
         
Cash Flows from Investing Activities  -   - 
         
Cash Flows from Financing Activities        
Borrowings on debt  -   12,000 
Net cash provided by (used in) financing activities  -   12,000 
         
Net increase (decrease) in cash  -   (339)
Cash and cash equivalents, beginning of period  -   622 
Cash and cash equivalents, end of period  -   283 
         
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 
         
Non-cash transactions:        
Conversion of related party debt  -   281,139 
The accompanying notes are an integral part of these financial statements    
F-4       

All State Properties Holdings, Inc.

Notes to Financial Statements

For the three and nine months ended March 31, 2012


September 30, 2020 and 2019

1. Organization, Description of Business, and Basis of Accounting

Business Organization



On April 24, 2008,

All State Properties Holdings, Inc., a corporation (the Company or"Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State) was incorporated in Nevada. Previously,State Properties L.P. (the "Partnership"). The Partnership merged with the Company was operated as a partnership and the details of that change was shown in prior Form 10-Q's. 

As of December 1, 2010 theon May 29, 2008. The Company began negotiations with targets for the purpose of acquiring the needed interest and performing Business Development activities.  The previous Form 10-Q indicated that the Securities and Exchange Commission forms were being prepared.  Upon consideration of this action, managementacquired all of the Company determined that it was not in the best interestassets and assumed all of the Company for it to be treated as a formal  Business Development Company, subject to the closed-end investment rulesliabilities and obligations of the Investment Company ActPartnership. At May 29, 2008 each unit, par value $0.001 per share of 1940.  The Company is negotiating with differing acquisition targetsthe Partnership was converted into one issued and management believes that terms favorable tooutstanding share of par value $0.0001 common stock of the Company for acquisition have been reached, but not yet finalized.
The Company is currently attempting to locate and negotiate with eligible portfolio companies to acquire an interest in them. In addition, All State will assist these portfolio companies with raising capital and also offers them substantial managerial assistance needed to succeed.
On January 31, 2011, the Company increased its authorized capital stock from 5,000,000,000 to 7,000,000,000 shares.  On April 5, 2011, the Company issued a 1 for 500 share reverse stock split.  These statements reflect the effects of this reverse split. 
Corporation.

The Company's fiscal year end is June 30th.  The company re-entered the development stage July 1, 2007 when revenue generation ceased and the Company refocused its' activities to raising capital. The Company has limited assets, and is in the process of acquiring assets and changing business philosophies and, consequently, has no revenues. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, it was thus considered a Development Stage Company.  In  June 2014, the FASB amended ASC 915 to eliminate the definition of a development stage entity and eliminate the related presentation and disclosure requirements. This amendment to ASC 915 was effective for fiscal years beginning after December 31, 2014, and interim periods therein, with early adoption permitted.  The Company has early adopted the amendments to ASC 915 and thus not presented development stage information.

Accounting Basis


These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America ("(“U.S. GAAP"GAAP”) consistently applied.

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 20112019 and notes thereto contained in our 10-K Annual Report

F5

All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and nine months ended March 31, 2012


1. Organization, Description of Business, and Basis of Accounting (Cont.)

Use of Estimates

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

contingent. Actual results could differ from those estimates.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At March 31, 2012September 30, 2019 and June 30, 2011,2019, respectively, the deferred tax asset and deferred tax liability accounts

F-6


All State Properties Holdings, Inc.

Notes to Financial Statements

For the three months ended September 30, 2020 and 2019

1. Organization, Description of Business, and Basis of Accounting (Cont.)

Income Taxes

as recorded when material to the financial statements, are entirely the result of temporary and permanent differences.  Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.

As of MarchDecember 31, 2012,2018, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved.  Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

Dividends


The Company and has not yet adopted a policy regarding the payment of dividends.

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table presents assets that are measured and recognized at fair value on a non-recurring basis:

F-7


All State Properties Holdings, Inc.

Notes to Financial Statements

For the three months ended September 30, 2020 and 2019

1. Organization, Description of Business, and Basis of Accounting (Cont.)

Level 1:  None

Level 2:  None

Level 3:  None

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company'sCompany’s net income (loss) position at the calculation date.

As of March 31, 2012September 30, 2020, and June 30, 2011,2020, the Company has no issued and outstanding warrants or options.

F-6
All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and nine months ended March 31, 2012


Assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification
Certain prior period amounts have been reclassified to conform to current presentation.

2. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise.  This raises substantial doubt about the Company'sCompany’s ability to continue as a going concern.concern for a period of one year from the issuance of these financial statements.  These financial statements do not include any adjustments that might result from this uncertainty.


3. Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at March 31, 2012September 30, 2019 and June 30, 2011.

During the nine months ended March 31, 2012, the Company issued 2,292,380,819 shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company. This transaction was contractual in nature and valued at market. The value of these transactions amounted to $3,438,571.

On January 10, 2012, the Company announced a 5% stock dividend with a record date of January 31, 2012, which was paid on February 10, 2012.
2019.

At March 31, 2012September 30, 2020 and June 30, 2011,2020, the company had 2,964,181,540 and 280,648,909 common shares issued and outstanding, respectively.  These shares reflectoutstanding.  

F-8


All State Properties Holdings, Inc.

Notes to Financial Statements

For the 1 for 500 share reverse split which occurred April 5, 2011.

three months ended September 30, 2020 and 2019

3. Capital Stock (Cont.)

The Company has no other classes of shares authorized for issuance. At March 31, 2012,September 30, 2019, and June 30, 2011,2019, there were no outstanding stock options or warrants.

4. Income Taxes

The Company provides for income taxes asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% and 39%, respectively, to the net loss before provision for income taxes for the following reasons:

 

 

September 30,

 

 

2020

 

2019

Income tax expense at statutory rate

 

$        1,123

 

$           210

Valuation Allowance

 

    (1,123)

 

   (210)

Income tax expense per books

 

$                -   

 

$               -   

Net deferred tax assets consist of the following components as of September 30, 2020 and June 30, 2020:

 

 

September 30,

 

June 30,

 

 

2020

 

2020

Net Operating Loss Carryover

 

$        200,169

 

$    194,823

Valuation Allowance

 

   (200,169)

 

(194,823)

Net Deferred Tax Asset

 

$                  -   

 

$              -   

5.Related Party Transactions

The Amounts due to related parties are advances from a company controlled by the Company's Chief Executive Officer in order to pay operating expenses of the Company. These advances are non-interest bearing and payable upon demand. 

F-9


All State Properties Holdings, Inc.

Notes to Financial Statements

For the three months ended September 30, 2020 and 2019

6.Common Stock Purchase Agreement and Settlement Agreement

On April 27, 2020, the District Court in Clark County Nevada issued a Default Judgement against defendants Wayne Mower, Robert Kroff and Joseph Moretti stating that their actions including authorizing a 7,500 for 1 reverse stock split of the Registrant were neither authorized nor permitted.  The Court stated that the Defendants were not authorized to engage in a reverse stock split. Neither did these Defendants had any ownership or management interest in the company.  The Court stated that these Defendants acted with clear disregard of the rights of the shareholders and management.  That these Defendants conspired to deprive the shareholders, of their interest in the company.  The Court Concluded that the acts of these Defendants were those of fraudulent rogue actors without any authority.

6.Subsequent Events


On February 17, 2009, Greenwich Holdings, LLC ("Greenwich)November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a name change for the Registrant to Petro U.S.A., soldInc. to reflect a change in the Control Block backbusiness to Belmont Partners, LLC ("Belmont")become an operator of truck stops and travel centers in considerationthe United States, offering diesel fuel and gasoline, full service and fast food restaurants, maintenance and repair service for trucks, and groceries and convenience goods, among other products and services.  

On November 10, 2020, the majority of $220,000. Said consideration was never paid by Belmontthe shareholders and board of directors of the Registrant approved a 100,000 to Greenwich. 1 reverse split of all issued common shares.

On August 1, 2012, Belmont returnedNovember 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a decrease in the number of authorized shares of common stock of the Company, backpar value $0.0001 per share, from 3,000,000,000 shares to the sole member300,000,000 shares. 

The above actions are not yet effective.

Subsequent to September 30, 2020, 70,271,804 shares of Greenwich, Joseph Passalaqua.  The Company executed a settlementcommon stock were returned to treasury and release agreement with Belmont wherein Belmont released the Company from all liabilities and claims arising from Belmont's purchase of the Control Block.cancelled.

F-10


F-7


ITEM 2.

9
Table of ContentMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.

Forward Looking Statements

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

All State Properties Holdings, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  The company not commenced planned principal operations. The Company has a June 30 year end. As of December 31, 2011,September 30, 2020, the issued and outstanding shares of common stock totaled 2,573,029,728.

2,964,181,540.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.


   We are considered a start-up corporation.

Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2011.

2020.

RESULTS OF OPERATIONS


OPERATIOMS

Working Capital

 March 31, June 30, 
 2012 2011 
     
 Current Assets   $-  $- 
 Current Liabilities  3,507   - 
 Working Capital (Deficit)   (3,507)  -

 

September 30,

 

June 30,

 

 

2020

 

2020

 

 

 

 

 

 

Current Assets

 

 

$              88

 

 

 

$                 -  

 

Current Liabilities

 

 

96,330

 

 

 

90,896

 

Working Capital (Deficit)

 

$

(96,242

)

 

$

(90,896

)

Cash Flows

 March 31, March 31, 
 2012 2011 
     
 Cash Flows from (used in) Operating Activities $- $(12,339)
 Cash Flows from (used in) Financing Activities  -   12,000 
 Net Increase (decrease) in Cash During Period  -   (339)

Operating Revenues

 

September 30,

 

June 30,

 

 

2020

 

2020

 

 

 

 

 

 

Cash Flows from (used in) Operating Activities

 

$

88

 

 

$

-

 

Cash Flows from (used in) Financing Activities

 

 

-  

 

 

 

-

 

Net Increase (decrease) in Cash During Period

 

$

88

 

 

$

-

 

Operating Revenues

We have generated no revenues of $0 and $0 for the three months ended September 30, 2020.


Operating Expenses and nine months ended March 31, 2012 and 2011.


Operating Expenses and Net Loss
Net Loss

 Operating expenses for the three months ended March 31, 2012September 30, 2020 were $1,169$5,346 compared with $577,880$1,000 for the three months ended March 31, 2011.September 30, 2019.  The decreaseincrease in operating expenses was attributedwere attributable to a decreasean increase in officers salariesother general and administrative expenses from $44,600$1,000 for the three months ended March 31, 2011September 30, 2019 to $0$5,346 for the three months ended March 31, 2012, decrease in professional fees from $49,960 for the three months ended March 31, 2011 to $0 for the three months ended March 31, 2012, and a decrease in investor relations expenses from $18,979 for the three months ended March 31, 2011 to $0 for the three months ended March 31, 2012,

Operating expenses for the nine months ended March 31, 2012 were $3,442.078 compared with $99,333,239 for the nine months ended March 31, 2011. The decrease in operating expenses was attributed to a decrease in general and adminstrative expenses from $99,014,282 for the nine months ended March 31, 2012 to $3,442,078 for the nine months ended March 31, 2011, primarily related to a decrease in the value of shares issued for services, a decrease in officers salaries from $216,555 for the nine months ended March 31, 2011 to $0 for the nine months ended March 31, 2012, decrease in professional fees from $69,460 for the nine months ended March 31, 2011 to $0 for the nine months ended March 31, 2012, and a decrease in investor relations expenses from $32,111 for the nine months ended March 31, 2011 to $0 for the nine months ended March 31, 2012,
September 30, 2020.

 During the three months ended March 31, 2012,September 30, 2020, the Company recorded a net loss of $1,169.$5m346. compared with net loss of $672,823$1,000 for the three months ended March 31, 2011. 

     During the nine months ended March 31, 2012, the Company recorded a net lossSeptember 30, 2019.

Liquidity and Capital Resources

 As of $3,442,078. compared with net loss of $105,483,495 for the nine months ended March 31, 2011. 

 .   
Liquidity and Capital Resources
 As at March 31, 2012,September 30, 2020, the Company's cash balance was $0$88 compared to cash balance of $0 as at March 31, 2011.of June 30, 2020. As of March 31, 2012,September 30, 2020, the Company's total assets were $0$88 compared to total assets of $0 as at March 31, 2011.
of June 30, 2020.

 As of March 31, 2012,September 30, 2020, the Company had total liabilities of $3,507$96,330 compared with total liabilities of $0$90,896 as at March 31, 2011.of June 30, 2020. The increase in total liabilities is attributed to an increase ofin account payable and accrued liabilities of $3,507.

from $15,223 for the year ended June 30, 2020 to $18,972 for the three months ended September 30, 2020.

 As of March 31, 2012,September 30, 2020, the Company has a working capital deficit of $3,507$96,242 compared with working capital deficit of $0 at March 31, 2011 with the decrease in the working capital deficit attributed to the increases in accounts payable and accrued liabilities.
$90,896 as of June 30, 2020.

Cashflow from Operating Activities

Cashflow from Operating Activities
During the ninethree months ended March 31, 2012 September 30, 2020 the Company used $0  of$88 cash for operating activities compared to the use of $12,339 of$0 cash for operating activities during the ninethree months ended March 31, 2011.  The decreases inSeptember 30, 2019.

Cashflow from Financing Activities

During the three months ended September 30, 2020 and September 30, 2019, the Company did not receive any cash used in operations was a resultfrom financing activities.

Subsequent Developments

On November 10, 2020, the majority of the Company's prior operations.

Cashflow from Financing Activities
During the six months ended March 31, 2012 and March 31, 2011, the Company did not receive any cash from financing activities.
Subsequent Developments
directors of the Registrant approved a name change for the Registrant to Petro U.S.A., Inc. to reflect a change in the business to become an operator of Nonetruck stops 
Going Concern
and travel centers in the United States, offering diesel fuel and gasoline, full service and fast food restaurants, maintenance and repair service for trucks, and groceries and convenience goods, among other products and services.  

On November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a 100,000 to 1 reverse split of all issued common shares.

On November 10, 2020, the majority of the shareholders and board of directors of the Registrant approved a decrease in the number of authorized shares of common stock of the Company, par value $0.0001 per share, from 3,000,000,000 shares to 300,000,000 shares. 

The above actions are not yet effective.

Subsequent to September 30, 2020, 70,271,804 shares of common stock were returned to treasury and cancelled.


Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders..

Future Financing


Future Financings

The Company will consider selling securities in the future to fund operations.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies


Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally  accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.


We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures


Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures.


The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting


Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Not Applicable

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

MINE SAFETY DISCLOSURE.

Not Applicable

ITEM 5.

OTHER INFORMATION.INFORMATION

None


Item 6.

EXHIBITS

Exhibit31.1

None

 ITEM 6.   EXHIBITS
ExhibitIncorporated by reference Filed
Number Form Date Number herewith
31.1Certification of the Principal Executive Officer pursuantPursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X2002.

31.2

Exhibit 31.2

Certification of the Principal Financial Officer pursuantPursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X2002.

32.1

Exhibit 32.1

Certification of Chiefthe Principal Executive Officer pursuantPursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X2002.

Exhibit 32.2

Certification of Chiefthe Principal Financial Officer pursuantPursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X
 101.INS    XBRL Instance Document. X
 101.SCH    XBRL Taxonomy Extension – Schema.   X
 101.CAL      XBRL Taxonomy Extension – Calculations.  X
 101.LAB     XBRL Taxonomy Extension – Labels.  X
 101.PRE     XBRL Taxonomy Extension – Presentation.  X
 101.DEF    XBRL Taxonomy Extension – Definition.   X
 Reports on Form 8-K:
Other Event8-K01/17/20128,01 and 9.01
2002.


SIGNATURES

Pursuant to

SIGNATURES

In accordance with the requirements of the Securities Exchange Act, of 1934,the registrant caused this report has beento be signed belowon its behalf by the following person on behalf of the Registrant and in the capacities on this 17th of October 2017.


undersigned, thereunto duly authorized.

Dated: November 13, 2020

 ALL-STATE PROPERTIES HOLDINGS, INC.

All State Properties Holdings, Inc..

 (the "Registrant")

By: /s/Joseph C. Passalaqua

 BY:  

 JOSEPH PASSALAQUA

Joseph C Passalaqua, Chief Executive Officer, Chief Financial Officer & President

 Joseph Passalaqua

 President, Principal Executive Officer,

18


15