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 December 31, 2023

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

EXCHANGE ACT

Commission File Number: 000-12895

PETRO USA, INC.

(Exact name of registrant as specified in its charter)

Nevada 32-0252180
(State or other jurisdiction of incorporation or organization) UNITED STATES(IR.S. Employer Identification No.)
   
SECURITIES AND EXCHANGE COMMISSION7325 Oswego Road  
Liverpool, New York  Washington, D. C. 2054913090
 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
 (State or other jurisdiction of incorporation) (IRS Employer Identification Number)
106 Glenwood Drive
 Liverpool, New York13090
   (AddressAddress of principal executive offices and Zip Code)offices) (Zip Code)

(315) 451-7515

 (315) 451-7515
 (Registrant's

Registrant’s telephone number includingIncluding area code)

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. YES [X]   NO [  ]


days ☒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 [X]    NO [  ]

: Yes ☐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: 200,130,920 shares of common stock as of February 21, 2024.

 APPLICABLE ONLY TO CORPORATE ISSUERS:
 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

TABLE OF CONTENTS

 All-State Properties Holdings, Inc.
Form 10-Q
For the Fiscal Quarter Ended March 31, 2012
TABLE OF CONTENTS
Page
 Part I
    
 Item 1Financial Statements 3
 Item 2Management Discussion and Analysis of Financial Condition and Results of Operations 10
 Item 3Quantitave and Qualitative Disclosures About Market Risk 11
 Item 4Controls and Procedures 11
Part II
 Item 1Legal Proceedings 13
 Item 1ARisk Factors 13
 Item 2Unregistered Sales of Equity Securities and Use of Proceeds 13
 Item 3Defaults Upon Senior Securities 13
 Item 4Mine Safety Disclosures 13
 Item 5Other Information 13
 Item 6Exhibits 14
Signatures 15
PART I - FINANCIAL INFORMATION
 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
Statements of Operations (unaudited)F-2
Statements of Cash Flows (unaudited)F-3
Notes to the Financial Statements (unaudited)F-4
   
    
F-1   Item 1
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 $-  $- 
         
Financial Statements 4
Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations 14 
Item 3Quantitative and Qualitative Disclosures About Market Risks16
Item 4Controls and Procedures16
     
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 
                 
PART II    
     
The accompanying notes are an integral partItem 1Legal Proceedings17
Item 1A.Risk Factors17
Item 2Unregistered Sales of these financial statements        Equity Securities and Use of Proceeds 17
Item 3Default Upon Senior Securities17
Item 4Mine Safety Disclosure17
Item 5Other Information17
Item 6Exhibits17
SIGNATURES18

PART 1 FINANCIAL STATEMENTS

PETRO USA, INC.

FINANCIAL STATEMENTS

FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2023

TABLE OF C O N T E N T S

Consolidated Balance Sheets (Unaudited)5
Consolidated Statements of Operations (Unaudited)6
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)7
Consolidated Statements of Cash Flows (Unaudited)8
Notes to the Financial Statements (Unaudited)9

F-1

PETRO USA, INC.
Balance Sheets
Six Months Ended December 31, 2023 and Year Ended June 30, 2023

  December 31, June 30,
  2023 2023
  (Unaudited)  
ASSETS
Current assets:        
Cash and cash equivalents $352  $100 
Total current assets  352   100 
         
Total assets $352  $100 
         
Liabilities and Stockholders' Deficit        
         
Current liabilities:        
Accounts payable and accrued liabilities  30,448   29,568 
Promissory not and accrued interest to related party  4,217   4,077 
Accounts payable- related  100,962   94,861 
Loan payable-related  18,240   —   
Total current liabilities  153,867   128,506 
         
Total liabilities  153,867   128,506 
         
Stockholders' deficit:        
Preferred stock:  par value $0.0001 per share, 10,000,000        
Preferred stock:  par value $0.0001 per share, 10,000,000 shares authorized, none issued and outstanding  —     —   
Common stock:  par value $0.0001 per share, 500,000,000        
shares authorized, 200,130,920 and 200,030,920 shares issued and        
Common stock:  par value $0.0001 per share, 500,000,000 shares authorized, 200,130,920 and 200,030,920 shares issued and outstanding  20,013   20,003 
Additional paid-in capital  121,677,146   121,677,146 
Accumulated deficit  (121,850,674)  (121,825,555)
Total stockholders' deficit  (153,515)  (128,406)
         
Total liabilities and stockholders' deficit $352  $100 
         
         
See accompanying notes to financial statements.

F-2

PETRO USA, INC.
Statements of Operations
Three and Six Months Ended December 31, 2023 and 2022
(Unaudited)
        
F-3               

                 
  For the Three Months Ended For the Six Months Ended
  December 31, December 31,
  2023 2022 2023 2022
         
Net revenues $—    $—    $—    $—   
                 
Operating expenses:                
General and administrative expenses  6,778   13,703   24,979   15,461 
Total operating expenses  6,778   13,703   24,979   15,461 
                 
Loss from operations  (6,778)  (13,703)  (24,979)  (15,461)
                 
Other expenses:                
 Interest expense  (70)  (70)  (140)  (140)
Total other expenses  (70)  (70)  (140)  (140)
                 
Income (loss) before income taxes  (6,848)  (13,773)  (25,119)  (15,601)
                 
Income tax expense  —     —     —     —   
                 
Net loss $(6,848) $(13,773) $(25,119) $(15,601)
                 
Income (loss) per share – basic and diluted: $(0.00) $(0.00) $(0.00) $(0.00)
                 
Weighted average number of                
Weighted average number of common shares outstanding - basic and diluted  200,130,920   200,030,920   200,080,920   200,030,920 
                 
See accompanying notes to financial statements.

F-3

5
Table of Content
 
 
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 

PETRO USA, INC.
The accompanying notes are an integral partStatements of these financial statements    Cash Flows
For the Six Months Ended December 31, 2022 ad 2023
(Unaudited)
     
F-4       

     
  

For the Six Months Ended

  December 31,
  2023 2022
Cash flows from operating activities:        
Net income (loss) $(25,119) $(15,601)
Adjustments to reconcile net loss to net cash        
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Issuance of common stock as share based compensation  10   —   
Increase (decrease) in liabilities:        
Accounts payable  880   1,465 
Accounts payable- related  6,241   13,996 
Loan Payable  18,240   140 
Cash provided by (used in) operating activities  252   —   
         
Cash flows from investing activities:        
Cash provided by investing activities  —     —   
         
Cash flows from financing activities:        
Proceeds from notes payable  —     —   
Principal payments of notes payable  —     —   
Cash used in financing activities  —     —   
         
Net increase (decrease) in cash and cash equivalent  252   —   
Cash and cash equivalent - beginning of period  100   —   
         
Cash and cash equivalent - end of period  352  $—   
         
Supplemental Disclosure of Cash Flows Information:        
Cash paid during the year for:        
Interest $—    $—   
Income taxes $—    $—   
         
         
         
See accompanying notes to financial statements.        

F-4

 

Petro USA, Inc.
Statement of Changes in Stockholders' Deficit
For the Three and Six Months Ended December 31, 2023 and 2022
(Unaudited)

          Additional    
  Preferred Stock Common  Stock Paid-in Accumulated  
  Shares Amount Shares Amount Capital Deficit Total
               
Balance at June 30, 2023  —    $—     200,030,920  $20,003  $121,677,146  $(121,825,555) $(128,406)
Shares issued for services rendered                            
Shares issued for services rendered, shares                            
                             
Net loss for the quarter  —     —     —     —     —     (18,271)  (18,271)
                             
 Balance, September 30, 2023  —    $—     200,030,920   20,003   121,677,146   (121,843,826) $(146,677)
                             
Shares issued for services rendered      —     100,000   10           10 
                             
Net loss for the quarter  —     —     —     —     —     (6,848)  (6,848)
                             
 Balance, December 31, 2023  —    $—     200,130,920   20,013   121,677,146   (121,850,674) $(153,515)
                             
                             
 Balance, June 30, 2022  —    $—     200,030,920  $20,003   121,677,146  $(121,801,692) $(104,543)
                             
Net loss for the quarter  —     —     —     —     —     (1,828)  (1,828)
                             
 Balance, September 30, 2022  —    $—     200,030,920  $20,003  $121,677,146  $(121,803,520) $(106,371)
                             
Net loss for the quarter  —     —     —     —     —     (13,773)  (13,773)
                             
 Balance, December 31, 2022  —    $—     200,030,920  $20,003  $121,677,146  $(121,817,293) $(120,144)
                             

F-5

 
All State Properties Holdings, Inc.

Petro USA, Inc.

Notes to Financial Statements

For the three months and ninesix months ended MarchDecember 31, 2012


2023 and 2022

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

Business Organization



On April 24, 2008,

Petro USA, Inc. formerly 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,Corporation. On December 18, 2020, All State will assist these portfolio companies with raising capital and also offers them substantial managerial assistance neededProperties Holdings, Inc. changed its name 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. 
Petro USA, Inc.

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, 20112023 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 MarchDecember 31, 20122023 and June 30, 2011,2023, respectively, the deferred tax asset and deferred tax liability accounts 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.

.

F-6

Petro USA, Inc.

Notes to Financial Statements

For the three months and six months ended December 31, 2023 and 2022

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

Income Taxes

As of MarchDecember 31, 2012,2023, 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

Petro USA, Inc.

Notes to Financial Statements

For the three months and six months ended December 31, 2023 and 2022

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 MarchDecember 31, 20122023, and June 30, 2011,2023, 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.

F-8


Petro USA, Inc.

Notes to Financial Statements

For the three months and six months ended December 31, 2023 and 2022

3.        Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001$0.0001 and none has been issued at MarchDecember 31, 20122022 and June 30, 2011.

During the nine months ended March2023.

At December 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.
At March 31, 2012 and June 30, 2011,2023 the company had 2,964,181,540  and 280,648,909200,130,920 common shares issued and outstanding, respectively.  Theseoutstanding. At June 30, 2022, the company had 200,030,920 common shares reflectissued and outstanding. On October 3, 2023, the 1company issued 100,000 common share for 500 share reverse split which occurred April 5, 2011.
services rendered.

The Company has no other classes of shares authorized for issuance. At MarchDecember 31, 2012,2023, and June 30, 2011,2023, there were no outstanding stock options or warrants.

4.       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. 

5.       Subsequent Events

None.

F-9


On February 17, 2009, Greenwich Holdings, LLC ("Greenwich), sold the Control Block back to Belmont Partners, LLC ("Belmont") in consideration of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back to the sole member of Greenwich, Joseph Passalaqua.  The Company executed a settlement and release agreement with Belmont wherein Belmont released the Company from all liabilities and claims arising from Belmont's purchase of the Control Block.
 
 
F-7

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLANAND RESULTS OF OPERATION.OPERATIONS.

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, 2011,2023, the issued and outstanding shares of common stock totaled 2,573,029,728.

200.130,920.

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.

2022.

RESULTS OF OPERATIONS


OPERATIOMS

Working Capital

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

  December 31, June 30,
  2023 2023
     
Current Assets $352  $100 
Current Liabilities  153,867   128,506 
Working Capital (Deficit) $(153,515) $(138,406)

Cash Flows

  December 31, December 31,
  2022 2021
     
Cash Flows from (used in) Operating Activities $252  $—   
Cash Flows from (used in) Financing Activities  —     —   
Net Increase (decrease) in Cash During Period $252  $—   

 
 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

Operating Revenues

We have generated no revenues of $0 and $0 for the three months and ninesix months ended MarchDecember 31, 20122023 and 2011.


Operating Expenses and Net Loss
December 31, 2022.

Operating Expenses and Net Loss

Operating expenses for the three months ended MarchDecember 31, 20122023 were $1,169$6,778 compared with $577,880$113,703 for the three months ended MarchDecember 31, 2011.2022. The decrease in operating expenses was attributedwere attributable to a decrease in officers salariesother general and administrative expenses from $44,600$13,703 for the three months ended MarchDecember 31, 20112022 to $0$6,778 for the three months ended MarchDecember 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,

2023.

Operating expenses for the ninesix months ended MarchDecember 31, 20122023 were $3,442.078$24,979 compared with $99,333,239$15,461 for the ninesix months ended MarchDecember 31, 2011.2022. The decreaseincrease in operating expenses was attributedwere attributable to a decreasean increase in other general and adminstrativeadministrative expenses from $99,014,282$15,461 for the ninesix months ended MarchDecember 31, 20122022 to $3,442,078$24,979 for the ninesix months ended MarchDecember 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,

2023.

During the three months ended MarchDecember 31, 2012,2023, the Company recorded a net loss of $1,169.$6,848. compared with net loss of $672,823$13,773 for the three months ended MarchDecember 31, 2011. 

2022.

During the ninesix months ended MarchDecember 31, 2012,2023, the Company recorded a net loss of $3,442,078.$25,119. compared with net loss of $105,483,495$15,601 for the ninesix months ended MarchDecember 31, 2011. 

 .   
Liquidity and Capital Resources
2022.

Liquidity and Capital Resources

As at Marchof December 31, 2012,2023, the Company's cash balance was $0$352 compared to cash balance of $0$100 as at March 31, 2011.of June 30, 2023. As of MarchDecember 31, 2012,2023, the Company's total assets were $0$352 compared to total assets of $0$100 as at March 31, 2011.

of June 30, 2023.

As of MarchDecember 31, 2012,2023, the Company had total liabilities of $3,507$153,867 compared with total liabilities of $0$128,506 as at March 31, 2011.of June 30, 2023. The increase in total liabilities is attributed to an increase ofin account payable and accrued liabilities of $3,507.

from $29,568 for the year ended June 30, 2023 to $30,448 for the six months ended December 31, 2023, and an increase in account payable-related from $94,861 for the year ended June 30, 2023 to $100,962 for the six months ended December 31, 2023.

As of MarchDecember 31, 2012,2023, the Company has a working capital deficit of $3,507$153,515 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.

Cashflow from Operating Activities
$138,06 as of June 30, 2023.

Cashflow from Operating Activities

During the ninesix months ended MarchDecember 31, 2012 2023 the Company used $0  ofprovided $253 cash for operating activities compared to the useprovided cash of $12,339 of cash$0 for operating activities during the ninesix months ended MarchDecember 31 2011.  The decreases in, 2022.

Cashflow from Financing Activities

During the six months ended December 31, 2023 and December 31, 2022, the Company did not receive any cash used in operations was a result of the Company's prior operations.

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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
None
Going Concern

from financing activities.

Subsequent Developments

None.

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 Financings

Future Financing

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

None

 ITEMItem 6.EXHIBITS

Exhibit 31.1Incorporated 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 20022002.
  X
Exhibit 31.2Certification 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 20022002.
  X
Exhibit 32.1Certification 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 2002X2002.
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 20022002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 21, 2024 XAll State Properties Holdings, Inc..
   
 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.   XBy: /s/Joseph C. Passalaqua
  Joseph C Passalaqua, Chief Executive Officer, Chief Financial Officer & President
   
   
 Reports on Form 8-K:   
   
Other Event8-K01/17/20128,01 and 9.01

SIGNATURES

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 on this 17th of October 2017.

 ALL-STATE PROPERTIES HOLDINGS, INC.
 (the "Registrant")
 BY:   JOSEPH PASSALAQUA
 Joseph Passalaqua
 President, Principal Executive Officer,
   

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