Current Report Filing (8-k)
August 09 2017 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 28, 2008
All-State
Properties Holdings, Inc.
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(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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0-12895
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59-2300204
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(STATE
OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION NO.)
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106
Glenwood Dr.
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Liverpool
New York 13090
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(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
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315.451.7515
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(ISSUER
TELEPHONE NUMBER)
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970
S. 300 West Salt Lake City, UT 84101
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(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
5.01 CHANGE OF CONTROL OF REGISTRANT.
On
February 28, 2008, Greenwich Holdings, LLC (“Greenwich”), a New York limited liability company, entered into an agreement
(the “Agreement”) with Belmont Partners, LLC, a Virginia limited liability company (“Belmont”),
Under
the terms of the Agreement, Greenwich has agreed to purchase a control block in All-State Properties L.P., a Delaware limited
partnership (the “Company” or “ASP”) consisting of approximately fifty and one-thousandth percent (50.001%)
of the outstanding common units of the Company (the “Control Block”). In consideration for the Control Block, Greenwich
agreed to pay the Company One Hundred Eighty Eight Thousand ($188,000.00) U.S. Dollars.
A
copy of the Agreement entered into by and between Belmont and Greenwichwas attached as exhibit 10.1 to this Current Report on
Form8-K filed on March 3, 2008.
On
February 17, 2009, Greenwich, sold the Control Block back o 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
(“Passalaqua”). On February 3, 2017, Passalaqua transferred the Control Block to Sea Alive, Inc., a Wyoming corporation.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)
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Financial
statements of business acquired:
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None
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(b)
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Pro
Forma Financial Information:
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None
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(c)
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Exhibits:
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10.1
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Agreement
dated July 31, 2012 between Robert Gates and Belmont Partners, LLC.
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10.2
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Agreement
dated July 31, 2012 between Robert Gates and All State Properties Holdings, Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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All-State
Properties Holdings, Inc.
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Date:
August 8, 2017
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By:
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/s/
Joseph Passalaqua
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Joseph
Passalaqua
CEO
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