UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Amendment No. 1
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UNITED STATES | ||||||
SECURITIES AND EXCHANGE COMMISSION | ||||||
| Washington, D. C. 20549 | |||||
Form 10-Q | ||||||
[X] QUARTERLY REPORT | ||||||
For the quarterly period | ||||||
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or | ||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||
For the transition period |
All State Properties Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Commission File Number: 000-12895 |
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All-State Properties Holdings, Inc. | ||||||
(Exact name of |
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Nevada | 32-0252180 | |||||
(State or other jurisdiction of incorporation) | (IRS Employer Identification | |||||
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) | ||||||
2333 Alexandria Drive, Lexington, KY 40504
(229) 296-1323(Registrant’s telephone number, including area code)
360 Main Street, Washington, VA 22747(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
3,928,710,619
Title of Class: Common Stock, $.0001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES x NO¨
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ¨ NOx
YES x[X] NO [ ] NO¨
post such files).
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Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
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(Do not check if smaller reporting |
. YES ¨[X] NO [ ] NOx
APPLICABLE ONLY TO CORPORATE ISSUERS: | ||
As of October 16, 2017, there were 2,964,181,540 shares of the registrant's $0.0001 par value common stock issued and outstanding. |
The aggregate market value
All-State Properties Holdings, Inc. | |||
Form 10-Q | |||
For the Fiscal Quarter Ended September 30, 2011 | |||
TABLE OF CONTENTS | |||
Page | |||
Part I | |||
Item 1 | Financial Statements | 3 | |
Item 2 | Management Discussion and Analysis of Financial Condition and Results of Operations | 10 | |
Item 3 | Quantitave and Qualitative Disclosures About Market Risk | 11 | |
Item 4 | Controls and Procedures | 11 | |
Part II | |||
Item 1 | Legal Proceedings | 13 | |
Item 1A | Risk Factors | 13 | |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 13 | |
Item 3 | Defaults Upon Senior Securities | 13 | |
Item 4 | Mine Safety Disclosures | 13 | |
Item 5 | Other Information | 13 | |
Item 6 | Exhibits | 14 | |
Signatures | 15 |
PART I - FINANCIAL INFORMATION | |||
Item 1 | Financial Statements | ||
All-State Properties Holdings, Inc. | |||
Financial Statements | |||
For the Fiscal Quarter Ended September 30, 2011 | |||
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) | ||||||||
September 30, | June 30, | |||||||
2011 | 2011 | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | - | $ | - | ||||
Total current assets | - | - | ||||||
Total assets | $ | - | $ | - | ||||
Liabilities and Stockholders' Deficit | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 1,169 | $ | - | ||||
Accrued interest related parties | - | - | ||||||
Due to related parties | - | - | ||||||
Notes payable officers | - | - | ||||||
Total current liabilities | 1,169 | - | ||||||
Total liabilities | 1,169 | - | ||||||
Stockholders' Deficit | ||||||||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, | ||||||||
none issued and outstanding at September 30, and | ||||||||
June 30, 2011, respectively | - | - | ||||||
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, | ||||||||
2,573,029,728 and 280,648,909 shares issued and outstanding | ||||||||
at December 31, and June 30, 2011, respectively | 257,303 | 28,065 | ||||||
Additional paid-in capital | 121,373,231 | 118,163,898 | ||||||
Accumulated deficit | (121,631,703 | ) | (118,191,963 | ) | ||||
Total stockholders' deficit | (1,169 | ) | - | |||||
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 | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Revenues | $ | - | $ | - | ||||
Operating expenses | ||||||||
Officers' salaries | - | 119,355 | ||||||
Professional fees | - | 1,500 | ||||||
Office expense | - | 12,708 | ||||||
Investor relations expenses | - | 10,756 | ||||||
Other general and administrative expenses | 3,439,740 | 98,536,738 | ||||||
Total operating expenses | 3,439,740 | 98,681,057 | ||||||
Loss from operations | (3,439,740 | ) | (98,681,057 | ) | ||||
Other income (expense) | ||||||||
Loss on settlement of debt | - | (4,970,000 | ) | |||||
Interest expense | - | (17,594 | ) | |||||
Total other income (expense) | - | (4,987,594 | ) | |||||
Net loss | $ | (3,439,740 | ) | $ | (103,668,651 | ) | ||
Basic and fully diluted loss per common share | $ | - | $ | (31.98 | ) | |||
Basic and fully diluted weighted average | ||||||||
common shares outstanding | 729,158,200 | 3,242,034 | ||||||
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 Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (3,439,740 | ) | $ | (103,668,651 | ) | ||
Adjustments to reconcile net loss to net cash provided | ||||||||
by (used in) operating activities: | ||||||||
Stock issued for anti-dilutive clause | 3,438,571 | 98,535,638 | ||||||
Loss on extinquishment of debt | - | 4,970,000 | ||||||
Changes in assets and liabilities | ||||||||
(Increase) decrease in prepaid expenses | - | (5,000 | ) | |||||
Increase (decrease) in accounts payable | 1,169 | 8,409 | ||||||
Increase (decrease) in accrued liabilities | - | 136,950 | ||||||
Borrowings on related party payable | - | 26,075 | ||||||
Repayments on related party payable | - | (4,000 | ) | |||||
Net cash provided by (used in) operating activities | - | (579 | ) | |||||
Cash Flows from Investing Activities | - | - | ||||||
Cash Flows from Financing Activities | - | - | ||||||
Net increase (decrease) in cash | - | (579 | ) | |||||
Cash and cash equivalents, beginning of period | - | 622 | ||||||
Cash and cash equivalents, end of period | - | 43 | ||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for taxes | $ | - | $ | - | ||||
Non-cash transactions: | ||||||||
Conversion of related party debt | - | 30,000 | ||||||
The accompanying notes are an integral part of these financial statements | ||||||||
F-4 |
Explanation of the Amended Form 10-Q for the quarterly report ended December 31, 2010.
This Amendment No.1 on Form 10-Q/A amends
The effect of these common stock issuances are reflected in new financial statements and are the only changes being made to the Form 10-Q, and the information contained in this Amendment does not reflect events occurring subsequent to the filing of the Form 10-Q.
All State Properties Holdings, Inc.FORM 10-Q/A QUARTERLY REPORTDecember 31, 2010
INDEX |
| PART I. – FINANCIAL INFORMATION |
| PAGE |
ITEM | 1. | Financial Statements (Unaudited) |
| F-2 – F-13 |
ITEM | 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 14 |
ITEM | 4. | Controls and Procedures |
| 15 |
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| PART II. – OTHER INFORMATION |
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ITEM | 6. | Exhibits |
| 15 |
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| Signatures |
| 15 |
Exhibit |
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31.1 |
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32.1 |
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All State Properties Holdings, Inc.
(a Development Stage Enterprise)
September 30, 2011
10-Q's.
Company for acquisition have been reached, but not yet finalized.
this reverse split.
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.
F-6
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and six months ended December 31, 2010
1. Organization, Description of Business, and Basis of Accounting (Cont.)
Income Taxes (Cont.)
Use
F-7
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and six months ended December 31, 2010
The Company is restating its’ financial statements for the quarter ended September 30, 2010. These restatements and resulting revisions relate to the accounting treatment for stock issued pursuant to its contractual obligation.
Below is a summary of the effects of the restatement of the Company’s Balance Sheet as of December 31, 2010, as well as, the effects on the Statements of Operations. The effects of this restatement for the quarter ended December 31, 2010, decreased Officers’ Salaries $4,434,388, increased Other General & Administrative Expenses by $98,535,638, increased the Loss on settlement of Debt by $3,196,000 and increase Additional paid-in capital by $97,454,399.
F-8
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and six months ended December 31, 2010
F-9
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and six months ended December 31, 2010
F-10
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and six months ended December 31, 2010
4. Capital Stock
On August 11, 2010, the Company, along with majority shareholder approval, authorized an increase in the number of authorized shares of common stock from Two Hundred Million (200,000,000) shares to Five Billion (5,000,000,000) shares.
On August 16, 2010, the company issued 2,476,243,431 common shares as part of its’ contractual obligation, requiring the Company to issue anti-dilutive stock when additional shares are issued. The shares issued in this transaction were valued at market and amounted to $94,097,250.
On August 16, 2010, the Company issued 116,799,690 shares to its’ key officers as share based compensation. The shares issued in this transaction were valued at market and amounted to $4,438,388.
On August 26, 2010, the company issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. in exchange for $30,000 in obligations outstanding. This resulted in a loss to the Company of $4,970,000. These shares were valued at the market and amounted to $5,000,000.
On October 18, 2010, the company issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. in exchange for $80,000 in obligations outstanding. This resulted in a loss to the Company of $200,000. These shares were valued at the market and amounted to $280,000.
On October 20, 2010, the company issued 100,000,000 shares of its common stock to a former officer as satisfaction of $55,139 in outstanding liabilities. This resulted in a loss to the Company of $104,861. The shares issued in this transaction were valued at market and amounted to $160,000.
On November 8, 2010, the company issued 300,000,000 registered and free-trading shares of its’ common stock to Epic Worldwide, Inc. in exchange for $40,000 in obligations outstanding. This resulted in a loss to the Company of $350,000. These shares were valued at market and amounted to $390,000.
On November 29, 2010, the company issued 400,000,000 restricted shares of its’ common stock to JLP & R Corp. in exchange for $40,000 in outstanding obligations. This resulted in a loss to the Company of $400,000. These shares were valued at market and amounted to $440,000.
2011.
These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. |
( (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 Development Stage Enterprise)
Notesvehicle to Financial Statements
Foreffect 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 September 30, 2011, the threeissued and six months ended December 31, 2010
outstanding shares of common stock totaled 2,573,029,728.
5. Related Party Transactions
During
September 30, | June 30, | |||||||
2011 | 2011 | |||||||
Current Assets | $ | - | $ | - | ||||
Current Liabilities | 1,169 | - | ||||||
Working Capital (Deficit) | (1,169 | ) | - |
March 31, | December 31, | |||||||
2017 | 2016 | |||||||
Cash Flows from (used in) Operating Activities | $ | - | $ | (579 | ) | |||
Cash Flows from (used in) Financing Activities | - | - | ||||||
Net Increase (decrease) in Cash During Period | - | (579 | ) |
Operating Revenues |
6. Notes Payable
On August 26, 2010, the company issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. in exchange for $30,000 in obligations outstanding. This resulted in a loss to the Company of $4,970,000. These shares were valued at the market and amounted to $5,000,000.
On October 18, 2010, the company issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. in exchange for $80,000 in obligations outstanding. This resulted in a loss to the Company of $200,000. These shares were valued at the market and amounted to $280,000.
On October 20, 2010, the company issued 100,000,000 shares of its common stock to a former officer as satisfaction of $55,139 in outstanding liabilities. This resulted in a loss to the Company of $104,861. The shares issued in this transaction were valued at market and amounted to $160,000.
On November 8, 2010, the company issued 300,000,000 registered and free-trading shares of its’ common stock to Epic Worldwide, Inc. in exchange for $40,000 in obligations outstanding. This resulted in a loss to the Company of $350,000. These shares were valued at market and amounted to $390,000.
On November 29, 2010, the company issued 400,000,000 restricted shares of its’ common stock to JLP & R Corp. in exchange for $40,000 in outstanding obligations. This resulted in a loss to the Company of $400,000. These shares were valued at market and amounted to $440,000.
At December 31, 2010, the Company transferred the accrued officer’s salaries for the quarter ended to promissory notes payable. These notes bear interest at 12% and are unsecured and due on demand. The balance of these notes at December 31, 2010 and June 30, 2010 were $408,955 and $427,000, respectively.
7. Sale of Ownership interest
On September 20, 2010, a majority interest of the Company was acquired by Energy One Technologies, Inc., ownership of Energy One Technologies, Inc, was subsequently transferred to Mr. Francis Zubrowski in a pass-through transaction. No profit occurred in the pass-through transaction.
F-12
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and six months ended December 31, 2010
8. Termination of purchase of Goldleaf Gold interests
On August 6, 2010, the Company acquired the mineral interests belonging to Goldleaf Exploration, LLC. The formal termination of this agreement occurred in the Company’s second quarter ended, December 31, 2010 and is reflected in these financial statements. The Company believes the termination of this activity is consistent with its’ change in direction.
9. Subsequent Events
Included as events occurring subsequent to December 31, 2010 through the date of this filing are the following:
On January 4, 2011, the Company issued 386,102 shares of its’ common stock pursuant to the anti-dilutive provisions. These shares were valued at market and amounted to $57,915.
On January 4, 2011, pursuant to the Company’s agreement with Geldbach for the retirement of his note the Company issued 731,820 shares of its’ common stock valued at the market price of $109,773 on the date of the transaction. There was $109,773 of loss on this transaction in accordance with the terms of the agreement.
On January 19, 2011, the company issued 800,000 shares of its’ common stock to JLP & R Corp. in exchange for $24,000 in obligations retired. These shares were valued at market and amounted to $80,000.
On January 31, 2011, the Company increased its authorized Common Stock from 5,000,000,000 shares to 7,000,000,000 shares. To the date of these financial statements an additional 2,513,736,834 shares of the Company’s common stock have been issued or are issuable. These financial statements have been adjusted to reflect these changes.
On January 31, 2011, 1,554,776,150 shares of the Company’s common stock were obligated to be issued in accordance with the anti-dilutive provisions. These shares have not been issued as of the date of these financial statements.
All State Properties Holdings, Inc.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations
The following discussion and analysis of our financial condition, results of operations, liquidity and capital resources should be read in conjunction with our financial statements and notes thereto.
THREE AND SIX MONTHS ENDED DECEMBER 31, 2010 COMPARED TO THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2009
The Company had no operations for the three and six months ended December 31, 2010. Instead, it has been preparing to enter a field similar to a Business Development Company. The net loss was $1,142,021 and $349,775 for the three months ended December 31, 2010 and 2009 respectively and $104,810,672 and $1,254,559 for the six months ended December 31, 2010 and 2009, respectively.
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses decreased from $349,775 to $74,362 for the three months ended December 31, 2010 and 2009 respectively and increased from $1,254,450 in the six months ended December 31, 2009 to $98,755,419 for the six months ended December 31, 2010. This significant increase was due, primarily, to the results of valuation of anti-dilutive stock issued in the quarter ended September 30, 2010. Operating expenses primarily consist of Officers’ Salaries, Professional fees and other general and administrative expenses that are paid to the current officers, accountants and attorneys throughout the year for performing various tasks, and office expenses. Officers’ Salaries decreased from $257,190 in the three months ended December 31, 2009 to $52,600 in the three months ended December 31, 2010 and decreased from $1,115,890 in the six months ended December 31, 2009 to $171,955 in the six months ended December 31, 2010. Professional fees decreased from $64,417 in the three months ended December 31, 2009 to $18,000 in the three months ended December 31, 2010 and decreased from $100,667 in the six months ended December 31, 2009 to $19,500 in the six months ended December 31, 2010. Additionally, there was a loss on the settlement of debt of $1,054,861 in the three months ended December 31, 2010 as compared with $0 for the three months ended December 31, 2009,September 30, 2011 and $6,024,861 in2010.
Operating Expenses and Net Loss |
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2010 and JuneSeptember 30, 2010, we had $45 and $622 cash on hand respectively. We believe that we will continue2010. The decrease in operating expenses was attributed to need investing and financing activities to fund operations. Our primary liquidity and capital resource needs are to finance the changea decrease in our operations. Cash provided or (used) by operations was $1,175 and $(577) for the six months ended December 31, 2009 and December 31, 2010, respectively, primarily for the payment of current officer’s salaries, legal and accounting expenses and other general and administrative expenses. Thereexpenses from $98,536,738 for the three months ended September 30 2010 to $3,439,740 for the three months ended September 30, 2011, primarily related to a decrease in the value of shares issued for services.
Liquidity and Capital Resources |
Cashflow from Operating Activities |
Cashflow from Financing Activities |
During the three months ended September 30, 2011 and September 30, 2010, the Company did not receive any cash from financing activities. |
Subsequent Developments |
Going Concern |
Net cash provided byconcern
Off-Balance Sheet Arrangements |
Future Financings |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 4. | CONTROLS AND PROCEDURES |
The Company's Director, R. Lucas Hamilton is responsible for establishing and maintaining disclosure controls and procedures for the Company.
An
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURE. |
ITEM 5. | OTHER INFORMATION. |
None |
ITEM 6. Exhibits
ITEM 6. | EXHIBITS |
31.1 | ||||||||
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| Certification of | X | ||||||
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||
32.1 | Certification of | X | ||||||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the | 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 | ||||||||
None | ||||||||
All State Properties Holdings, Inc.
ALL-STATE PROPERTIES HOLDINGS, INC. | |||
(the "Registrant") | |||
| JOSEPH PASSALAQUA | ||
Joseph Passalaqua | |||
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