UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

Amendment No. 1

———————

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

x

 Washington, D. C. 20549
 Form 10-Q
[X] QUARTERLY REPORT PURSUANTUNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2010

ended September 30, 2011

Or

 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________from _____ to _____________

All State Properties Holdings, Inc.

 (Exact name of registrant as specified in its charter)

_____

Nevada

000-12895

Commission File Number: 000-12895

59-2300204

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

All-State Properties Holdings, Inc.
(Exact name of Incorporation)

registrant as specified in its charter)

(File Number)

  Nevada32-0252180
 (State or other jurisdiction of incorporation) (IRS Employer Identification No.)

Number)
106 Glenwood Drive
 Liverpool, New York13090
   (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


(Address of Principal Executive Office) (Zip Code)

(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)

———————

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

Indicate by check mark whether the Registrantissuer (1) has filed all reports required to be filed by Section 13 or 15(D)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuerregistrant was required to file such reports), and (2) has been subject to such filing requirements for the pastlast 90 days.

YES x[X]   NO [  ]  NO¨


Indicate by checkmarkcheck mark whether the registrant has submitted electronically and posted on its corporate Web site, if disclosure of delinquent filersany, every Interactive Data File required to be submitted and posted pursuant to ItemRule 405 of Regulations S-K (229.405Regulation S-T (SS 232.405 of this chapter) is not contained herein,during the preceding 12 months (or for such shorter period that the registrant was required to submit and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

post such files).

YES¨ [X]     NOx

[  ]

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


Large Accelerated Filer[  ]Accelerated Filer[  ]

Large accelerated filer¨

Non-accelerated Filer

Accelerated filer ¨

[  ]

Non-accelerated filer¨

Smaller Reporting Company

Smaller[X]

(Do not check if smaller reporting companyx

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 [  ]   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

1

 All-State Properties Holdings, Inc.
Form 10-Q
For the Fiscal Quarter Ended September 30, 2011
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 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   
3
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

All State Properties Holdings, Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2010, as initially filed with the Securities and Exchange Commission on February 14, 2011, and solely amends the financial information to show a valuation issue on stock issued pursuant to anti-dilution provisions of existing contracts as they appeared on the original Form 10-Q on the US SEC website.


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 REPORT
December 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

  

  

PART II. – OTHER INFORMATION

  

  

ITEM

6.

Exhibits

  

15

  

  

Signatures

  

15

Exhibit

  

  

  

  

31.1

 

 

 

 

32.1

  

  

  

  


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All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

September 30, 2011



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.  

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 (SEC) forms arewere being preparedprepared.  Upon consideration of this action, management of the Company determined that it was not in the best interest of the Company for it to fully enter that field and to actbe treated as a formal  Business Development Company, (BDC) fully.  The Company anticipates filing all required SEC forms very soon after this report’s filingsubject to become a fully functional business development company and hereby certifying that it is athe closed-end investment company (like a mutual fund) organized and operated for the purpose of making investments in securities described in section 55 (a)(1) through (3)rules of the Investment Company Act of 1940;1940.  The Company is negotiating with differing acquisition targets and management believes that it will make available significant managerial assistance to targeted and acquired American companies with respect to issuers of such securitiesterms favorable to the extent required by the act.

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.  ToOn April 5, 2011, the dateCompany issued a 1 for 500 share reverse stock split.  These statements reflect the effects of these financial statements an additional 2,513,736,834 shares of the Company’s common stock have been issued or are issuable.

this reverse split.  

The Company’sCompany'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’its' activities to raising capital. The Company is currently in the development stage and has limited assets, and is in the process of acquiring assets and changing business philosophies and, consequently, has no revenues. In accordance with the FASB ASCFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, it iswas 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, 2011 and notes thereto contained in our 10-K Annual Report
F5

 All State Properties Holdings, Inc.
Notes to Financial Statements
For the three months ended September 30, 2011


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 December 31, 2010September 30, 2011 and June 30, 2010,2011, 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


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.)

As of December 31, 2010,September 30, 2011, 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 is a Development Stage 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’sCompany's net income (loss) position at the calculation date.

As of December 31, 2010September 30, 2011 and June 30, 2010,2011, the Company has no issued and outstanding warrants or options.

Use

F-6
All State Properties Holdings, Inc.
Notes to Financial Statements
For 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 three months ended September 30, 2011


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.




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


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.  These financial statements do not include any adjustments that might result from this uncertainty.


3. Restatement

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


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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


[allstate10qamendment1quar012.gif]




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

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at December 31September 30, 2011 and June 30, 2010.

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.

At December 31, 2010September 30, 2011 and June 30, 2010,2011, the company had  3,928,710,6142,964,181,540  and 135,667,493280,648,909 common shares issued and outstanding, respectively.

 These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.

 During the three months ended September 30, 2011, 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.

The Company has no other classes of shares authorized for issuance. At December 31,September 30, 2011, and June 30, 2010,2011, there were no outstanding stock options or warrants.

4. Subsequent Events
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.

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

F-11


 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 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

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, 2010, funds were advanced to the Company by an officer for working capital needs in the amount2011.
RESULTS OF OPERATIONS

Working Capital
 September 30, June 30, 
 2011 2011 
     
 Current Assets   $-  $- 
 Current Liabilities  1,169   - 
 Working Capital (Deficit)   (1,169)  -
Cash Flows
 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
We have generated revenues of $23,074. These amounts are non-interest bearing loans which are unsecured$0 and have no stated terms for repayment.

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
 Operating expenses for the sixthree months ended December 31, 2010 asSeptember 30, 2011 were $3,439,740 compared with $0$98,536,738 for the sixthree months ended December 31, 2009.

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.

 During the three months ended September 30, 2011, the Company recorded a net loss of $3,439,740. compared with net loss of $103,668,651for the three months ended September 30, 2011. 
Liquidity and Capital Resources
 As at September 30, 2011, the Company's cash balance was another significant item$0 compared to cash balance of $0 as at June 30, 2011. As of September 30, 2011, the Company's total assets were $0 compared to total assets of $0 as at June 30, 2011.
 As of September 30, 2011, the Company had total liabilities of $1,169 compared with total liabilities of $0 as at June 30, 2011.  The increase in total liabilities is attributed to an increase of account payable and accrued liabilities of $1,169.
 As of September 30, 2011, the Company has a working capital deficit of $1,169 compared with working capital deficit of $0 at June 30, 2011 with the decrease in the working capital deficit attributed to the increases in accounts payable and accrued liabilities.
Cashflow from Operating Activities
 During the three months ended September 30, 2011 the Company used $0 of cash for operating activities compared to the use of $579 of cash for operating activities during the sixthree months ended December 31, 2010,September 30, 2010.  The decreases in that the Company’s common stockcash used in operations was issued in exchange for retirement of certain significant obligations.  This item, saved the Company much-needed cash, but had a detrimental impact on the financial statements.  Whenever possible, the management has utilized common stockresult of the Company's prior operations.
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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
None
Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to fund such expenditures in order to minimizeraise equity or debt financing, and the cash required.  The Company intends to actively seek alternative sourcesattainment of fundingprofitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Net cash provided byconcern.

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 activities was $0to 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 six month periods ending December 31, 2010 vs. $0 duringreporting periods.

We regularly evaluate the same period ended December 31, 2009. While net cash providedaccounting 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 Investing Activities was $-0- for both periods ending December 31, 2010management.

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 2009, respectively.



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

The Company's Director, R. Lucas Hamilton is responsible for establishing and maintaining disclosure controls and procedures for the Company.

An


Based on their evaluation was performed under the supervision and with the participation of our management, including the director(s), of the effectiveness of our disclosure controls and procedures (asprocedures(as defined in Rules 13a-15(e) and 15d-15(e)Rule 13a-15e under the Securities and Exchange Act of 1934 as amended)the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this report. Basedquarterly report on that evaluation, management concluded that theseForm 10-Q such disclosure controls and procedures were not effective. The Company did not have sufficienteffective due to the lack of segregation of duties dueand 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 limited resources available. There has been no changeExchange 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 most recent fiscalfirst quarter that hashave materially affected, or isare 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



13
Table of Content


ITEM 6. Exhibits

 ITEM 6.   EXHIBITS

31.1

Exhibit

Description   

31.1

Certification of the Company's Principal Executive Officer andpursuant 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 with respect to the registrant's Annual Report on Form 10-Q for the quarter ended December 31, 2010.

X

32.1

Certification of the Company's PrincipalChief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 with respect

X
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the registrant's Annual ReportSarbanes-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 10-Q for the quarter ended December 31, 2010.

8-K:
None

All State Properties Holdings, Inc.


SIGNATURES


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

following person on behalf of the Registrant and in the capacities on this 16th of October 2017.

 ALL-STATE PROPERTIES HOLDINGS, INC.

 (the "Registrant")

All State Properties Holdings, Inc.

 BY:  		 JOSEPH PASSALAQUA

 Joseph Passalaqua

Date:  July 26, 2011

By:  

/s/ R. Lucas Hamilton

 President, Principal Executive Officer,

R. Lucas Hamilton

CEO


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