Quarterly Report (10-q)

Date : 07/09/2018 @ 3:42PM
Source : Edgar (US Regulatory)
Stock : All State Properties Holdings Inc. (PN CE) (ATPT)
Quote : 0.0004  0.0 (0.00%) @ 1:23PM

Quarterly Report (10-q)

 
 
        UNITED STATES      
      SECURITIES AND EXCHANGE COMMISSION    
        Washington, D. C. 20549      
             
             
        Form 10-Q      
             
             
   
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
             
      For the quarterly period ended March 31, 2018      
             
       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)      
             
             
     Nevada       32-0252180  
    (State or other jurisdiction of incorporation)         (IRS Employer Identification Number)  
             
             
  106 Glenwood Drive          
    Liverpool, New York       13090  
     (A ddress of principal executi ve offices and Zip Code)        (Zip Code)  
             
             
        (315) 451-7515      
        (Registrant's telephone number, including area code)      
             
 
 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.  YES [X]    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 [  ]
 
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 accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[  ]
Accelerated Filer
[  ]
Non-accelerated Filer
[  ]
Smaller Reporting Company
[X]
(Do not check if smaller reporting 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 [  ]
 
 
    APPLICABLE ONLY TO CORPORATE ISSUERS:  
     
  As of July 9, 2018, there were 2,964,181,540 shares of the registrant's $0.0001 par value common stock issued and outstanding.  
 
 

 

 
 
 All-State Properties Holdings, Inc.
Form 10-Q
 
For the Fiscal Quarter Ended March 31, 2018
 
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 March 31, 2018
 
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)
           
             
   
March 31,
   
June 30,
 
   
2018
   
2017
 
Assets
           
             
Current Assets:
           
Cash and cash equivalents
 
$
-
   
$
-
 
Total current assets
   
-
     
-
 
                 
Total assets
 
$
-
   
$
-
 
                 
Liabilities and Stockholders' Deficit
               
                 
Current Liabilities:
               
Accounts payable and accrued liabilities
 
$
 
   
$
26,550
 
Due to related parties
   
53,842
     
-
 
Total current liabilities
   
53,847
     
26,550
 
                 
Total liabilities
   
53,847
     
26,550
 
                 
Stockholders' Deficit
               
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,
               
none issued and outstanding at March 31, 2018 and
               
June 30, 2017, respectively
   
-
     
-
 
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,
               
2,964,181,540 shares issued and outstanding at March
               
31, 2018 and June 30, 2017, respectively
   
296,418
     
296,418
 
Additional paid-in capital
   
121,373,231
     
121,373,231
 
Accumulated deficit
   
(121,723,491
)
   
(121,696,199
)
Total stockholders' deficit
   
(53,842
)
   
(26,550
)
                 
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 Nine Months Ended
 
     
March 31,   
   
March 31,   
 
   
2018
   
2017
   
2018
   
2017
 
                         
Revenues
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Operating expenses
                               
General and administrative expenses
   
-
     
1,094
     
27,292
     
3,282
 
Total operating expenses
   
-
     
1,094
     
27,292
     
3,282
 
                                 
Loss from operations
   
 
 
   
(1,094
)
   
(27,292
)
   
(3,282
)
                                 
Other income (expense)
                               
Loss on settlement of debt
   
-
     
-
     
-
     
-
 
Interest expense
   
-
     
-
     
-
     
-
 
Total other income (expense)
   
-
     
-
     
-
     
-
 
                                 
Net loss
 
$
-
 
 
$
(1,094
)
 
$
(27,292
)
 
$
(3,282
)
                                 
Basic and fully diluted loss per common share
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Basic and fully diluted weighted average
                               
common shares outstanding
   
2,964,181,540
     
2,964,181,540
     
2,964,181,540
     
2,964,181,540
 
 
                                 
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 Nine Months Ended
 
       
March 31,
 
   
2018
   
2017
 
             
Cash Flows from Operating Activities:
           
Net loss
 
$
(27,292
)
 
$
(3,282
)
Adjustments to reconcile net loss to net cash provided
               
by (used in) operating activities:
               
Changes in assets and liabilities
               
Increase (decrease) in accounts payable
   
27,292
     
3,282
 
Increase (decrease) in related party payable
   
-
     
-
 
Repayments on related party payable
   
-
     
-
 
Net cash provided by (used in) operating activities
   
-
     
-
 
                 
Cash Flows from Investing Activities
   
-
     
-
 
                 
Cash Flows from Financing Activities
               
Borrowings on debt
   
-
     
-
 
Net cash provided by (used in) financing activities
   
-
     
-
 
                 
Net increase (decrease) in cash
   
-
     
-
Cash and cash equivalents, beginning of period
   
-
   
-
 
Cash and cash equivalents, end of period
   
-
     
-
 
                 
                 
Supplemental disclosure of cash flow information:
               
Cash paid for interest
 
$
-
   
$
-
 
Cash paid for taxes
 
$
-
   
$
-
 
                 
Non-cash transactions:
               
Payment of accounts payable by related party
   
53,842
     
-
 
 
                 
The accompanying notes are an integral part of these financial statements    
 
                 
F-4       
 
 

 
All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and nine months ended March 31, 2018
 
 
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. 
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 forms were being prepared.  Upon consideration of this action, management of the Company determined that it was not in the best interest of the Company for it to be treated as a formal  Business Development Company, subject to the closed-end investment rules of the Investment Company Act of 1940.  The Company is negotiating with differing acquisition targets and management believes that terms favorable to the 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.  On April 5, 2011, the Company issued a 1 for 500 share reverse stock split.  These statements reflect the effects of this reverse split. 
The Company'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' activities to raising capital. The Company has limited assets, and is in the process of acquiring assets and changing business philosophies and, consequently, has no revenues. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, it was 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, 2017 and notes thereto contained in our 10-K Annual Report
F5
 
 


All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and nine months ended March 31, 2018


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 March 31, 2018 and June 30, 2017, 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.
As of March 31, 2018, 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 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's net income (loss) position at the calculation date.
As of March 31, 2018 and June 30, 2017, the Company has no issued and outstanding warrants or options.
F-6
 
 

 
 
All State Properties Holdings, Inc.
Notes to Financial Statements
For the three and nine months ended March 31, 2018


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's ability to continue as a going concern for a period of one year from the issuance of these financial statements.  These financial statements do not include any adjustments that might result from this uncertainty.

3. 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 March 31, 2018 and June 30, 2017.
At March 31, 2018 and June 30, 2017, the company had  2,964,181,540  and 2,964,181,540 common shares issued and outstanding, respectively.  These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.

The Company has no other classes of shares authorized for issuance. At March 31, 2018, and June 30, 2017, there were no outstanding stock options or warrants.
4.Income Taxes

The Company provides for income taxes asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39%  to the net loss before provision for income taxes for the following reasons:

   
March 31,
 
   
2018
   
2017
 
Income tax expense at statutory rate
 
$
10,644
   
$
1,280
 
Valuation Allowance
   
(10,644
)
   
(1,280
)
Income tax expense per books
 
$
-
   
$
-
 

Net deferred tax assets consist of the following components as of March 31, 2018, and June 30, 2017:

   
March 31,
   
June 30,
 
   
2018
   
2017
 
Net operating loss carryforward
 
$
295,438
   
$
288,817
 
Valuation Allowance
   
(295,438
)
   
(288,817
)
Net deferred tax asset
 
$
-
   
$
-
 
 
5.  Due to Related Parties

The Amounts due to related parties are advances from a company controlled by the Company's Chief Executive Officer in order to pay operating expenses of the Company.  These advances are non-interest bearing and payable upon demand. 
 
F-7
 

 
 
  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 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 March 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.

      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, 2017.
 
RESULTS OF OPERATIONS
 

Working Capital
 
  March 31,   June 30,  
  2018   2017  
         
 Current Assets     $ -     $ -  
 Current Liabilities     53,842       26,550  
 Working Capital (Deficit)      (53,842 )     (26,550 )
 
 
Cash Flows
 
 
  March 31,   March 31,  
  2018   2017  
         
 Cash Flows from (used in) Operating Activities   $ -   $ -
 Cash Flows from (used in) Financing Activities     -       -  
 Net Increase (decrease) in Cash During Period     -       -
 
 

 
 
Operating Revenues
 
We have generated revenues of $0 and $0 for the three months and nine months ended March 31, 2018 and 2017.

 
Operating Expenses and Net Loss
 
  Operating expenses for the three months ended March 31, 2018 were $0 compared with $1,094 for the three months ended March 31, 2017. The decrease in operating expenses was attributed to a decrease in other general and administrative expenses from $0 for the three months ended March 31, 2018 to $1,094 for the three months ended March 31, 2017.
 
Operating expenses for the nine months ended March 31, 2018 were $27,202 compared with $3,282 for the nine months ended March 31, 2017. The increase in operating expenses was attributed to a decrease in general and adminstrative expenses from $27,292 for the nine months ended March 31, 2018 to $3,282 for the nine months ended March 31, 2017, primarily related to an increase in professional fees.
 
  During the three months ended March 31, 2018, the Company recorded a net loss of $0. compared with net loss of $1,094 for the three months ended March 31, 2017. 
 
     During the nine months ended March 31, 2018, the Company recorded a net loss of $27,292, compared with net loss of $3,282 for the nine months ended March 31, 2017. 
 .     
 
Liquidity and Capital Resources
 
  As at March 31, 2018, the Company's cash balance was $0 compared to cash balance of $0 as at March 31, 2017. As of March 31, 2018, the Company's total assets were $0 compared to total assets of $0 as at March 31, 2017.
 
  As of March 31, 2018, the Company had total liabilities of $53,842 compared with total liabilities of $26,550 at March 31, 2017.  The increase in total liabilities is attributed to an increase of due to related party of $53,842 and a decrease of account payable and accrued liabilities of $26,550.
 
  As of March 31, 2018, the Company has a working capital deficit of $53,842 compared with working capital deficit of $26,550 March 31, 2017 with the decrease in the working capital deficit attributed to the decrease in accounts payable and accrued liabilities and an increase in due to related parties.
     
 
Cashflow from Operating Activities
 
  During the nine months ended March 31, 2018 the Company used $0  of cash for operating activities compared to the use of $0 of cash for operating activities during the nine months ended March 31, 2017. 
 
 

 
Cashflow from Financing Activities
 
During the six months ended March 31, 2018 and March 31, 2017, 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 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 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 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

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and 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 Exchange 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 first quarter that have materially affected, or are 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.
 

On July 2, 2018, All State Properties Holdings, Inc. (the "Company") entered into a Settlement Agreement (the Settlement Agreement") as filed on Form 8-K that same date, whereby the parties terminated their Common Stock Purchase Agreement (the "Purchase Agreement") dated December 8, 2017 with Maurice Parham of Missouri City, Texas filed on Form 8-K on December 11, 2017 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 C. Passalqua wa reinstated to the the Board of Directors of the Company. Maurice Parham will not traansfer to the Company the rights to the Universal Nation business plan. The Company shall reinstate its name as All State Properties Holdings, Inc. and cancel its plan for an 80-1 reverse split of its existing shares and issue 200,000,000 New Shares.
 
 

 
  ITEM 6.    EXHIBITS
 
 
Exhibit   I ncorporated by reference   Filed
Number     Form   Date   Number   herewith
           
           
31.1     Certification of Principal Executive Officer pursuant 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       X
32.1     Certification of Chief Executive Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       X
32.2
Certification of Chief Financial Officer  pursuant to Section 906 of the Sarbanes-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 8-K:        
           
   
   
           
 

 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 9th of July 2019.
 

 
    ALL-STATE PROPERTIES HOLDINGS, INC.  
   (the "Registrant")
     
   BY:    JOSEPH PASSALAQUA
     Joseph Passalaqua
     President, Principal Executive Officer,
     

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