APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 2,964,181,540 shares of common stock as of July 10, 2020.

EXPLANATORY NOTE

All State Properties Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the(this “Amendment”) to the Company’s quarterly reportits Quarterly Report on Form 10-Q for the quarterquarterly period ended March 31, 20142019 (the “Form“Original Form 10-Q”), as originally filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2017 (the “Original Filing Date”),July 10, 2020, solely to furnishcorrect editing mistakes in its original filing.

Except as described above, this Amendment does not amend, modify or update the corrected Exhibit 101information in, or exhibits to, the Original Form 10-Q. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-Q.  This Amendment should be read in conjunction with the Original Form 10-Q and with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-Q.

TABLE OF CONTENTS

PART 1FINANCIAL STATEMENTS

ALL STATE PROPERTIES HOLDINGS, INC.

FINANCIAL STATEMENTS

FOR THE FISCAL QUARTER ENDED MARCH31, 2019

TABLE OF C O N T E N T S

F-1

On July 2, 2018, the Company entered into a Settlement Agreement (the Settlement Agreement"), whereby the parties terminated their Purchase Agreement dated December 8, 2017 with Maurice Parham in accordance with the termination provisions in said Purchase Agreement, and return the parties to their pre-Purchase Agreement status. Thereby Maurice Pelham resigned from the Company and Joseph Passalaqua was reinstated to the Board of Directors of the Company. Maurice Parham will not transfer to the Company the rights to the Universal Nation business plan.

6.Subsequent Events

On April 27, 2020, the District Court in Clark County Nevada issued a Default Judgement against defendants Wayne Mower, Robert Kroff and Joseph Moretti stating that their actions including authorizing a 7,500 for 1 reverse stock split of the Registrant were neither authorized nor permitted.  The Court stated that the Defendants were not authorized to engage in a reverse stock split. Neither did these Defendants had any ownership or management interest in the company.  The Court stated that these Defendants acted with clear disregard of the rights of the shareholders and management.  That these Defendants conspired to deprive the shareholders, of their interest in the company.  The Court Concluded that the acts of these Defendants were those of fraudulent rogue actors without any authority.

On May 28, 2020, the majority of the shareholders and board of directors of the Registrant approved a name change for the Registrant to Petro U.S.A., Inc. to reflect a change in the business to become an operator of truck stops and travel centers in the United States, offering diesel fuel and gasoline, full service and fast food restaurants, maintenance and repair service for trucks, and groceries and convenience goods, among other products and services.

The majority of the shareholders and board of directors of the Registrant approved a 100,000 to 1 reverse split of all issued common shares from its current 2,964,181,540 issued and outstanding shares.

F-10

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

Forward Looking Statements

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

All State Properties Holdings, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  The company not commenced planned principal operations. The Company has a June 30 year end. As of December 31, 2018, the issued and outstanding shares of common stock totaled 2,964,181,540.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2018.

RESULTS OF OPERATIOMS

Working Capital

Cash Flows

Operating Revenues

We have generated no revenues for the three months and nine months ended December 31, 2018.

Operating Expenses and Net Loss

 Operating expenses for the three months ended March 31, 2019 were $745 compared with $0 for the three months ended March 31, 2018.  The increase in operating expenses were attributable to an increase in other general and administrative expenses from $0 for the three months ended March 31, 2018 to $745 for the three months ended March 31, 2019.

 Operating expenses for the nine months ended March 31, 2019 were $10,974 compared with $27,292 for the nine months ended March 31, 2018. The decrease in operating expenses were attributable to a decrease in other general and administrative expenses from $27,292 for the nine months ended March 31, 2019 to $10,819 for the nine months ended March 31, 2018.

 During the three months ended March 31, 2019, the Company recorded a net loss of $745. compared with net loss of $0 for the three months ended March 31, 2018.

During the nine months ended March 31, 2019, the Company recorded a net loss of $10,819. compared with net loss of $27,292 for the nine months ended March 31, 2018.

Liquidity and Capital Resources

 As of March 31, 2019, the Company's cash balance was $0 compared to cash balance of $0 as of June 30, 2018. As of March 31, 2019, the Company's total assets were $0 compared to total assets of $0 as of June 30, 2018.

 As of March 31, 2019, the Company had total liabilities of $70,661 compared with total liabilities of $59,842 as of June 30, 2018. The increase in total liabilities is attributed to an increase in due to related parties from $53,842 for the year ended June 30, 2018 to $67,661 for the nine months ended March 31, 2019, and a decrease of account payable and accrued liabilities from $6,000 for the year ended June 30, 2018 to $3,000 for the six months ended March 31, 2019.

 As of March 31, 2019, the Company has a working capital deficit of $70,661 compared with working capital deficit of $59,842 at June 30, 2018.

Cashflow from Operating Activities

During the nine months ended March 31, 2019 the Company used $0 cash for operating activities compared to the use of $0 cash for operating activities during the nine months ended March 31, 2018.

Cashflow from Financing Activities

During the nine months ended March 31, 2019 and March 31, 2018, the Company did not receive any cash from financing activities.

Subsequent Developments

None

Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financing

The Company will consider selling securities in the future to fund operations.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally  accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not reflect eventsbelieve that maythere are any other new accounting pronouncements that have occurred subsequentbeen issued that might have a material impact on its financial position or results of operations.

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, the Original Filing Date,more money, and doesgreater 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 modify or updatehave.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in any way disclosures made in the Form 10-K.