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:
280,648,909Title 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).
[ ]
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 December 31, 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 December 31, 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) | ||||||||||
December 31, | 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 | $ | 2,338 | $ | - | ||||||
Accrued interest related parties | - | - | ||||||||
Due to related parties | - | - | ||||||||
Notes payable officers | - | - | ||||||||
Total current liabilities | 2,338 | - | ||||||||
Total liabilities | 2,338 | - | ||||||||
Stockholders' Deficit | ||||||||||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, | ||||||||||
none issued and outstanding at December 31, 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 | (121,632,872 | ) | (118,191,963 | ) | ||||||
Total stockholders' deficit | (2,338 | ) | - | |||||||
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 Six Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating expenses | ||||||||||||||||
Officers' salaries | - | 52,600 | - | 171,955 | ||||||||||||
Professional fees | - | 18,000 | - | 19,500 | ||||||||||||
Office expense | - | (12,011 | ) | - | 697 | |||||||||||
Investor relations expenses | - | 2,376 | - | 13,132 | ||||||||||||
Other general and administrative expenses | 1,169 | 13,397 | 3,440,909 | 98,550,135 | ||||||||||||
Total operating expenses | 1,169 | 74,362 | 3,440,909 | 98,755,419 | ||||||||||||
Loss from operations | (1,169 | ) | (74,362 | ) | (3,440,909 | ) | (98,755,419 | ) | ||||||||
Other income (expense) | ||||||||||||||||
Loss on settlement of debt | - | (1,054,861 | ) | - | (6,024,861 | ) | ||||||||||
Interest expense | - | (12,798 | ) | - | (30,392 | ) | ||||||||||
Total other income (expense) | - | (1,067,659 | ) | - | (6,055,253 | ) | ||||||||||
Net loss | $ | (1,169 | ) | $ | (1,142,021 | ) | $ | (3,440,909 | ) | $ | (104,810,672 | ) | ||||
Basic and fully diluted loss per common share | $ | - | $ | (0.16 | ) | $ | - | $ | (20.55 | ) | ||||||
Basic and fully diluted weighted average | ||||||||||||||||
common shares outstanding | 2,830,932,022 | 6,959,595 | 1,651,093,964 | 5,100,815 | ||||||||||||
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 Six Months Ended | ||||||||
December 31, | ||||||||
2011 | 2010 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (3,440,909 | ) | $ | (104,810,672 | ) | ||
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 | - | 6,024,861 | ||||||
Changes in assets and liabilities | ||||||||
(Increase) decrease in prepaid expenses | - | (1,000 | ) | |||||
Increase (decrease) in accounts payable | 2,338 | (7,510 | ) | |||||
Increase (decrease) in accrued liabilities | - | 235,032 | ||||||
Borrowings on related party payable | - | 23,074 | ||||||
Repayments on related party payable | - | - | ||||||
Net cash provided by (used in) operating activities | - | (577 | ) | |||||
Cash Flows from Investing Activities | - | - | ||||||
Cash Flows from Financing Activities | - | - | ||||||
Net increase (decrease) in cash | - | (577 | ) | |||||
Cash and cash equivalents, beginning of period | - | 622 | ||||||
Cash and cash equivalents, end of period | - | 45 | ||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for taxes | $ | - | $ | - | ||||
Non-cash transactions: | ||||||||
Conversion of related party debt | - | 245,139 | ||||||
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 March 31, 2011.
This Amendment No.1 on Form 10-Q/A amends
All State Properties Holdings, Inc.FORM 10-Q/A QUARTERLY REPORTMarch 31, 2011
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)
10-Q's.
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 nine months ended March 31, 2011
and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.
1. Organization, Description of Business, and Basis of Accounting (Cont.)
Income Taxes (Cont.)
Use
(a Development Stage Enterprise)
assets
The Company is restating its’ financial statements for the quarters ended March 31, 2011, September 30, 2010 and December 31, 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 March 31, 2011 , and as well as the effects on the Statements of Operations. The effect of this restatement for the quarter ended March 31, 2011, increased Other General & Administrative Expenses by $4,679,743, decreased investor relations expense by $210,231 and decreased Officers’ Salaries by $4,469,512. On February 11, 2011, the company issued 2,215,163 shares of common stock to the founders pursuant to the anti-dilutive provisions. These shares were valued at market and amounted to $221,516.
F-8
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and nine months ended March 31, 2011
F-9
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and nine months ended March 31, 2011
F-10
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and nine months ended March 31, 2011
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 4,952,487 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 233,599 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 400,000 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 400,000 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 200,000 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 600,000 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 800,000 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.
F-11
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and nine months ended March 31, 2011
On January 4, 2011, the Company issued 1,117,921 shares of its’ common stock pursuant to the anti-dilutive provisions which require the Company to issue additional shares as the shares change. These shares were valued at market and amounted to $167,688.
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. This resulted in a loss to the Company of $56,000. These shares were valued at market and amounted to $80,000.
On February 3, 2011, the company issued 400,000 shares of its�� common stock to JLP & R Corp. in exchange for $12,000 in obligations retired. This resulted in a loss to the Company of $28,000. These shares were valued at market and amounted to $40,000.
On February 11, 2011, the company issued 2,215,163 shares of common stock to the founders pursuant to anti-dilutive provisions. These shares were valued at market and amounted to $221,516.
On February 17, 2011, the Company issued 894,390 shares of its’ common stock pursuant to the anti-dilutive provisions. These shares were valued at market and amounted to $89,439.
2011.
5. Related Party Transactions
During
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. |
December 31, | June 30, | |||||||
2011 | 2011 | |||||||
Current Assets | $ | - | $ | - | ||||
Current Liabilities | 2,338 | - | ||||||
Working Capital (Deficit) | (2,338 | ) | - |
December 31, | Decemberr 31, | |||||||
2011 | 2010 | |||||||
Cash Flows from (used in) Operating Activities | $ | - | $ | (577 | ) | |||
Cash Flows from (used in) Financing Activities | - | - | ||||||
Net Increase (decrease) in Cash During Period | - | (577 | ) |
Operating Revenues |
During the nine month period ended, March 31, 2011, funds were advanced for working capital needs in the amount of $35,031. These amounts are non-interest bearing loans which are unsecured and have no stated terms for repayment.
6. Notes Payable
On August 26, 2010, the company issued common stock in the amount of 400,000 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.
F-12
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months and ninesix months ended March 31, 2011
On October 18, 2010, the company issued common stock in the amount of 400,000 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 200,000 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 600,000 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 800,000 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.
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. This resulted in a loss to the Company of $56,000. These shares were valued at market and amounted to $80,000.
F-13
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three and nine months ended March 31, 2011
On February 3, 2011, the company issued 400,000 shares of its’ common stock to JLP & R Corp. in exchange for $12,000 in obligations retired. This resulted in a loss to the Company of $28,000. These shares were valued at market and amounted to $40,000.
On March 3, 2011, the Company issued a promissory note payable to Frank Ikerd in the amount of $12,000, bearing interest at 10% and was due in 60 days.
At March 31, 2011, 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 MarchDecember 31, 2011 and June 30, 2010 were $417,555 and $427,000, respectively.
7. Sale of Ownership interest
On September 20, 2010, a majority interest of the Company was acquired by EnergyOne Technologies, Inc. The ownership of the Company by EnergyOne Technologies, Inc., was subsequently transferred to Mr. Francis Zubrowski in a pass-through transaction. Due to health concerns, Mr. Zubrowski, then transferred his interest back to EnergyOne Technologies, Inc. in a non-profit pass-through transaction.
8. Subsequent Events
Included as events occurring subsequent to March 31, 2011 through the date of this filing are the following:
On April 5, 2011, the Company issued at 1 for 500 share reverse stock split. These financial statements reflect the results of that split.
On April 22, 2011, the Company issued 192,864,014 shares of common stock to the founders pursuant to the anti-dilutive provisions. These shares were valued at market and amounted to $2,601,018.
On April 22, 2011, the company issued 53,000,000 shares of its’ common stock in exchange for the cancellation of debt having a value of $53,000. These shares were valued at market and amounted to $2,650,000.
On April 22, 2011, the Company issued 21,500,000 restricted shares to its’ Chief Executive officer.
There were no additional significant subsequent events through the date these financial statements were re-issued.
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 NINE MONTHS ENDED MARCH 31, 2011 COMPARED TO THE THREE AND NINE MONTHS ENDED MARCH 31, 2010
The Company had no operations for the three and nine months ended March 31, 2011. Instead, it has been preparing to enter a field similar to a Business Development Company. The net loss was $672,823 and $178,675
Operating Expenses and Net Loss |
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses increased from $169,557 to $577,880were $1,169 compared with $74,362 for the three months ended MarchDecember 31, 2010 and 2011 respectively and increased2010. The decrease in operating expenses was attributed to a decrease in officers salaries from $1,439,007 in the nine months ended March 31, 2010 to $99,333,299$52,600 for the nine months ended March 31, 2011. 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 $128,100 in the three months ended MarchDecember 31, 2010 to $44,600 in the three months ended March 31, 2011 and decreased from $1,243,990 in the nine months ended March 31, 2010 to $216,555 in the nine months ended March 31, 2011. Professional fees increased from $22,100 in the three months ended March 31, 2010 to $44,960 in the three months ended March 31, 2011 and decreased from $122,767 in the nine months ended March 31, 2010 to $69,460 in the nine months ended March 31, 2011. Other General & Administrative Expenses increased from $18,577 to$464,147 in the three months ended March 31, 2010 and 2011 respectively and increased from $20,483 to $99,014,282 in the nine months ended March 31, 2010 and 2011, respectively. Additionally, there was a loss on the settlement of debt of $84,000 in the three months ended March 31, 2011 as compared with $0 for the three months ended MarchSeptember 30, 2011.
LIQUIDITY AND CAPITAL RESOURCES
2011.
Liquidity and Capital Resources |
Cashflow from Operating Activities |
Cashflow from Financing Activities |
During the six months ended December 31, 2011 and December 31, 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 |
Exhibit | Incorporated by reference | Filed | |||
Number | Form | Date | Number | herewith | |
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31.1 | ||||||||
| 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 | ||||||||
Entry into a Material Definitive Agreement | 8-K | 12/06/2011 | 1,01 and 5.01 | |||||
Other Events | 8-K | 12/09/2011 | 8.01 ans 9.01 | |||||
All State Properties Holdings, Inc.
ALL-STATE PROPERTIES HOLDINGS, INC. | |||
(the "Registrant") | |||
| JOSEPH PASSALAQUA | ||
Joseph Passalaqua | |||
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