UNITED STATES   
   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 MarchDecember 31, 20122017   
       
    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)   
       
       
   Nevada   32-0252180 
  (State or other jurisdiction of incorporation)    (IRS Employer Identification Number) 
       
       
 106 Glenwood Drive     
  Liverpool, New York   13090 
    (Address of principal executive offices and Zip Code)    (Zip Code) 
       
       
    (315) 451-7515   
    (Registrant's telephone number, including area code)   
       
 
 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X]   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 [  ]
 
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 accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer[  ]Accelerated Filer[  ]
Non-accelerated Filer[  ]Smaller Reporting Company[X]
(Do not check if smaller reporting company)   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [X]    NO [  ]
 
 
  APPLICABLE ONLY TO CORPORATE ISSUERS: 
   
 As of October 17, 2017,July 9, 2018, 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
 
For the Fiscal Quarter Ended MarchDecember 31, 20122017
 
TABLE OF CONTENTS
   Page
 Part I 
    
 Item 1Financial Statements 3
 Item 2Management Discussion and Analysis of Financial Condition and Results of Operations 1011
 Item 3Quantitave and Qualitative Disclosures About Market Risk 1114
 Item 4Controls and Procedures 1114
    
Part II
 Item 1Legal Proceedings 1315
 Item 1ARisk Factors 1315
 Item 2Unregistered Sales of Equity Securities and Use of Proceeds 1315
 Item 3Defaults Upon Senior Securities 1315
 Item 4Mine Safety Disclosures 1315
 Item 5Other Information 1315
 Item 6Exhibits 1416
   
Signatures   1517
 
 
 
PART I - FINANCIAL INFORMATION
    
 Item 1Financial Statements 
 
  All-State Properties Holdings, Inc.
 
Financial Statements
 For the Fiscal Quarter Ended MarchDecember 31, 20122017
 
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   
 
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 $-  $- 
         
 
All State Properties Holdings, Inc.      
Balance Sheets      
(Unaudited)      
       
  December 31,  June 30, 
  2017  2017 
Assets      
       
Current Assets:      
Cash and cash equivalents $-  $- 
Total current assets  -   - 
         
Total assets $-  $- 
         
Liabilities and Stockholders' Deficit        
         
Current Liabilities:        
Accounts payable and accrued liabilities $-  $26,550 
Due to related parties  53,842   - 
Total current liabilities  53,842   26,550 
         
Total liabilities  53,842   26,550 
         
Stockholders' Deficit        
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,        
none issued and outstanding at December 31, and        
June 30, 2017, respectively  -   - 
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,        
2,964,181,540 shares issued and outstanding at        
December 31, and June 30, 2017, respectively  296,418   296,418 
Additional paid-in capital  121,373,231   121,373,231 
Accumulated deficit  (121,723,491)  (121,696,199)
Total stockholders' deficit  (53,842)  (26,550)
         
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  For the Three Months Ended  For the Six Months Ended 
 March 31,     March 31,     December 31,     December 31,    
 2012  2011  2012  2011  2017  2016  2017  2016 
                        
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 
General and administrative expenses  -   1,094   27,292   2,188 
Total operating expenses  1,169   577,880   3,442,078   99,333,299   -   1,094   27,292   2,188 
                                
Loss from operations  (1,169)  (577,880)  (3,442,078)  (99,333,299)  -   (1,094)  (27,292)  (2,188)
                                
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) $-  $(1,094) $(27,292) $(2,188)
                                
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   2,964,181,540   2,964,181,540   2,964,181,540   2,964,181,540 
                
 
                 
The accompanying notes are an integral part of these financial statements         
                 
F-3                
5
Table of Content
 
 
All State Properties Holdings, Inc.            
Statement of Cash Flows            
(Unaudited)            
            
 For the Nine Months Ended  For the Six Months Ended 
 March 31,     December 31, 
 2012  2011  2017  2016 
            
Cash Flows from Operating Activities:            
Net loss $(3,442,078) $(105,483,495) $(27,292) $(2,188)
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   27,292   2,188 
Increase (decrease) in accrued liabilities  -   289,869 
Borrowings on related party payable  -   35,031 
Repayments on related party payable  -   - 
Increase (decrease) in 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 
Payment of accounts payable by related party  53,842   - 
 
         
The accompanying notes are an integral part of these financial statements     
         
F-4        
 
6

 
Table of Content

 
All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and ninesix months ended MarchDecember 31, 20122017


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


On April 24, 2008, All State Properties Holdings, Inc.  (the Company or All State) was incorporated in Nevada. Previously, 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 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, management of the Company determined that it was not in the best interest of the Company for it to be treated as a formal  Business Development Company, subject to the closed-end investment rules of the Investment Company Act of 1940.  The Company is negotiating with differing acquisition targets and management believes that terms favorable to 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. 
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") 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, 20112017 and notes thereto contained in our 10-K Annual Report
F5
7
 

All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and ninesix months ended MarchDecember 31, 20122017


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
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At MarchDecember 31, 20122017 and June 30, 2011,2017, 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.
As of MarchDecember 31, 2012,2017, 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.
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's net income (loss) position at the calculation date.
As of MarchDecember 31, 20122017 and June 30, 2011,2017, the Company has no issued and outstanding warrants or options.
F-6
8
Table of Content
 
All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and ninesix months ended MarchDecember 31, 20122017


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'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 MarchDecember 31, 20122017 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.
2017.
At MarchDecember 31, 20122017 and June 30, 2011,2017, the company had  2,964,181,540  and 280,648,9092,964,181,540 common shares issued and outstanding, respectively.  These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.
The Company has no other classes of shares authorized for issuance. At MarchDecember 31, 2012,2017, and June 30, 2011,2017, there were no outstanding stock options or warrants.
4. Subsequent Events

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

9
All State Properties Holdings, Inc.
Notes to Financial Statements
Table of Content
For the three and six months ended December 31, 2017
 
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 39%  to the net loss before provision for income taxes for the following reasons:

  December 31, 
  2017  2016 
Income tax expense at statutory rate $10,644  $853 
Valuation Allowance  (10,644)  (853)
Income tax expense per books $-  $- 

Net deferred tax assets consist of the following components as of December 31, and June 30, 2017:

  December 31,  June 30, 
  2017  2017 
Net operating loss carryforward $295,438  $288,817 
Valuation Allowance  (295,438)  (288,817)
Net deferred tax asset $-  $- 
5.  Due to Related Parties

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-8
10
 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, 2011,2018, the issued and outstanding shares of common stock totaled 2,573,029,7282,964,181,540.
 
   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, 2011.2018.
 
RESULTS OF OPERATIONS
 

Working Capital
 
March 31, June 30, December 31, June 30, 
2012 2011 2017 2017 
        
Current Assets  $-  $-  $-  $- 
Current Liabilities  3,507   -   (53,842)  (26,550)
Working Capital (Deficit)   (3,507)  -  (53,842)  (26,550)
 
 
Cash Flows
 
 
March 31, March 31, December 31, Decemberr 31, 
2012 2011 2017 2016 
        
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)  -   -

1011
 
 
Operating Revenues
 
We have generated revenues of $0 and $0 for the three months and ninesix months ended MarchDecember 31, 20122017 and 2011.2016.

 
Operating Expenses and Net Loss
 
 Operating expenses for the three months ended MarchDecember 31, 20122017 were $1,169$0 compared with $577,880$1,094 for the three months ended MarchDecember 31, 2011. The decrease in operating expenses was attributed to a decrease in officers salaries from $44,600 for the three months ended March 31, 2011 to $0 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, 2012,2016.
 
Operating expenses for the ninesix months ended MarchDecember 31, 20122017 were $3,442.078$27,292 compared with $99,333,239$2,188 for the ninesix months ended MarchDecember 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, 2012,2016.

 
 During the three months ended MarchDecember 31, 2012,2017, the Company recorded a net loss of $1,169.$0. compared with net loss of $672,823$1,094 for the three months ended MarchDecember 31, 2011.2016. 
 
     During the ninesix months ended MarchDecember 31, 2012,2017, the Company recorded a net loss of $3,442,078.$27,292. compared with net loss of $105,483,495$2,188 for the ninesix months ended MarchDecember 31, 2011.2016. 
 .    
 
Liquidity and Capital Resources
 
 As at MarchDecember 31, 2012,2017, the Company's cash balance was $0 compared to cash balance of $0 as at March 31, 2011.June 30, 2017. As of MarchDecember 31, 2012,2017, the Company's total assets were $0 compared to total assets of $0 as at March 31, 2011.June 30, 2017.
 
 As of MarchDecember 31, 2012,2017, the Company had total liabilities of $3,507$53,842 compared with total liabilities of $0$26,550 as at March 31, 2011.June 30, 2017.  The increase in total liabilities is attributed to an increase in due to related parties of account$53,842 and dcrease in accounts payable and accrued liabilities of $3,507.$26,550.
 
 As of MarchDecember 31, 2012,2017, the Company has a working capital deficit of $3,507$24,363 compared with working capital deficit of $0$22,175 at March 31, 2011June 30, 2017 with the decrease in the working capital deficit attributed to the increases in accountsof account payable and accrued liabilities.liabilities of $2,188.
    
 
Cashflow from Operating Activities
 
 During the ninesix months ended MarchDecember 31, 20122017 the Company used $0 of cash for operating activities compared to the use of $12,339$0 of cash for operating activities during the ninesix months ended MarchDecember 31, 2011.  The decreases in cash used in operations was a result of the Company's prior operations.2016. 
1112
 
Cashflow from Financing Activities
 
During the six months ended MarchDecember 31, 20122017 and MarchDecember 31, 2011,2018, the Company did not receive any cash 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
 
    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

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.
 
 
1213
 
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.
 
 
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.
 
 
 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.
 

None
On July 2, 2018, All State Properties Holdings, Inc. (the “Company”) entered into a Settlement Agreement (the Settlement Agreement") as filed on Form 8-K that same date, whereby the parties terminated their Common Stock Purchase Agreement (the "Purchase Agreement") dated December 8, 2017 with Maurice Parham of Missouri City, Texas filed on Form 8-K on December 11, 2017 in accordance with the termination provisions in said Purchase Agreement, and return the parties to their pre-Purchase Agreement status thereby Maurice Pelham resigned from the Company and Joseph C. Passalqua wa reinstated to the the Board of Directors of the Company.  Maurice Parham will not traansfer to the Company the rights to the Universal Nation business plan.  The Company shall reinstate its name as All State Properties Holdings, Inc. and cancel its plan for an 80-1 reverse split of its existing shares and issue 200,000,000 New Shares.

1315
Table of Content
 
 
 ITEM 6.   EXHIBITS
 
 
Exhibit Incorporated by reference Filed
Number  Form Date Number herewith
      
      
31.1    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X
31.2    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X
32.2
Certification of Chief Financial Officer 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 EventCurrent Report, Item 1.01, 502, 503 and 9.01 Enter into a material Definitive Agreement8-K01/17/201212-11-20178,01 and 9.01171248823 
 Current Report, Item 8.01, Note to Shareholders8-K12-13-2017171253612 
 Current Report, Item 8.01, Note to Shareholders 8-K12-20-2017 186140079 

1416
Table of Content
 
 
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 17th9th of October 2017.July 2018
 

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

15

17