UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 000-12895

PETRO USA, INC.

(Exact name of registrant as specified in its charter)

Nevada

 UNITED STATES

32-0252180

SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 Form 10-Q/A
Amendment No 1
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____ to _____
Commission File Number: 000-12895
All-State Properties Holdings, Inc.

(Exact name of registrant as specified in its charter)

  Nevada32-0252180
 (StateState or other jurisdiction of incorporation)incorporation or organization)

 (IRS

(IR.S. Employer Identification Number)

No.)

7325 Oswego Road

106 Glenwood Drive

Liverpool, New York

13090

   (Address

(Address of principal executive offices and Zip Code)offices)

(Zip Code)

 (315) 451-7515
 (Registrant's telephone number, including area code)


Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the lastpast 90 days.days YES [X]   NO [  ]☒


Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X]     NO [  ]
☒ Yes ☐ No

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


Large accelerated filer ☐

Accelerated Filer

[  ]Accelerated Filer[  ]filer ☐

Non-accelerated Filer

[  ]Smaller Reporting Company[X]
(Dofiler ☐  (Do not check if a smaller reporting company)

Smaller reporting company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).: Yes   YES [X]    NO [  ]☐

 APPLICABLE ONLY TO CORPORATE ISSUERS:
 As of October 17, 2017, there were 2,964,181,540 shares of the registrant's $0.0001 par value common stock issued and outstanding.
Explanatory Note
All State Properties Holdings,No ☒

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: 200,030,920 shares of common stock as of May 20, 2022.

EXPLANATORY NOTE

Petro USA, 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 quarterperiod ended March 31, 20142022 (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”),May 20, 2022, solely to furnishcorrect a mistake that stated that the corrected Exhibit 101Company was a “Shell Company” when it was not .

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of10-Q. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):

101.INSXBRL INSTANCE DOCUMENTS
101.SCHXBRL TAXONOMY EXTENSION SCHEMA
101.CALXBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEFXBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LABXBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PREXBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
No other changes have been made to the Form 10-Q/A. This Amendment speaks asfiling of the Original Filing Date, does not reflect events that may have occurredForm 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 Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12filing of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Original Form 10-Q.


SIGNATURES

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None

ITEM 1A.

RISK FACTORS

Not Applicable

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

Item 6. EXHIBITS

Exhibit 31.1

Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2

Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2

Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

In accordance with the requirements of the Securities Exchange Act, of 1934,the registrant caused this report has beento be signed belowon its behalf by the following person on behalf of the Registrant and in the capacities on this 18t h of October 2017.


undersigned, thereunto duly authorized.

Dated: June 3, 2022

 ALL-STATE PROPERTIES HOLDINGS, INC.

Petro USA, Inc ..

 (the "Registrant")

By: /s/Joseph C. Passalaqua

 BY:  

 JOSEPH PASSALAQUA

Joseph C Passalaqua, Chief Executive Officer, Chief Financial Officer & President

 Joseph Passalaqua

 President, Principal Executive Officer,

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