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
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