U.S. SECURITIES AND EXCHANGE COMMISSION
Form
x
OF THE SECURITIES EXCHANGE ACT OF 1934
2011
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 000-12895
| Nevada | 32-0252180 | |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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106 Glenwood Drive Liverpool, New York | 13090 | |
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(Address of principal executive offices) | ( |
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135,667,493
None
Common Stock, $.0001 par value per share
class)
– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting companyx
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☐ | Non-accelerated filer | ☑ | Smaller reporting company |
TheIf a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non- affiliatesnon-affiliates may be calculated on the basis of Registrantassumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
ALL-STATE PROPERTIES HOLDINGS, INC.
FORM
FOR THE YEAR ENDED JUNE 30, 2010
(e.g., Part I, N D E X
| PART I |
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Item 1. | Business | 4 | |||
Item 1A. | Risk Factors | 7 | |||
Item 1B. |
| Unresolved Staff Comments | 7 | ||
Item 2. |
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| 7 | ||
Item 3. |
| Legal Proceedings | 7 | ||
Item 4. |
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| 7 | ||
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| PART II | |||||
Item | Market for |
| 10 | ||
Item 6. | Selected Financial Data |
| 10 | ||
Item 7. |
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 10 | |
Item 7A. |
| Quantitative and Qualitative Disclosures About Market |
| 10 | |
Item 8. |
| Financial Statements and Supplementary Data |
| 14 | |
Item 9. |
| Changes in and Disagreements |
| 27 | |
Item 9A. |
| Controls and Procedures |
| 27 | |
Item 9B. |
| Other Information |
| 27 | |
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| PART III | |||||
Item | Directors, Executive Officers and Corporate Governance |
| 28 | ||
Item 11. |
| Executive Compensation |
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Item 12. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 31 | |
Item 13. |
| Certain Relationships and Related Transactions, and Director Independence |
| 32 | |
Item 14. |
| Principal |
| 32 | |
| PART IV | |||||
Item | Exhibits, |
| 33 | ||
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| SIGNATURES | 34 | ||||
A Note About Forward-Looking Statements
This report (including
• statements regarding our overall strategy for expansionmeaning of our company, including without limitation our intended markets and future products;
• statements regarding our research and development efforts;
• statements regarding the plans and objectives of our management for future operations, including, without limitation, plans to explore oil & gas reserves, properties, and businesses along with the size and natureSection 27A of the costs we expect to incurSecurities Act of 1933, as amended ("Securities Act"), and Section 21E of the peopleSecurities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and services we may employ;
• statements regarding the future of our company, our competition or regulations that may affect us;
• statements regarding our ability to compete with third parties;
• any statements using the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar words; and
• any statements other than historical fact.
We believe that it is important to communicate our future expectations to our shareholders. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerousunknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of All State Properties Holdings, Inc. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions including, without limitation,and describe future plans, strategies and expectations of the factors listed in “Risks Associated with Our Business.” Although we believe thatCompany, are generally identifiable by use of the expectations reflected in suchwords "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are reasonable, we can give no assurancebased on assumptions that such expectations will prove tomay be correct. Should any one or more of these or other risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this report. Thereand there can be no assurance that the projectedthese projections included in these forward-looking statements will come to pass. Actual results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur.
Any person or entity may read and copy our reports filed with the Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site atHTTP://WWW.SEC.GOV where reports, proxies and informational statements on public companies may be viewedCompany could differ materially from those expressed or implied by the public.
forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
(a) General Development of Business
All State Properties Holdings. was recently acquired by EnergyOne Technologies, Inc. on September 20, 2010. EnergyOne Technologies, Inc is a green energy company focused on designing, manufacturing, and marketing systems to help create a more efficient electrical grid.
All State Properties L.P., a limited partnership (the “Partnership”) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by its predecessor corporation, All State Properties, Inc. (the “Corporation”); and together with the Partnership, the “Company”. In March 2007 Hubei Longdan (Delaware), Inc. (“Longdan Delaware” and “Subsidiary”) was organized under the laws of the State of Delaware as a wholly-owned subsidiary of the Company. Longdan Delaware hashad only nominal assets and no liabilities and hashad conducted no activities except in connection with the transactions contemplated by the Acquisition Agreement (See item 1(b)(ii)).Agreement. The Company together with Longdan Delaware referred to herein as the “Registrant”. Pursuant to a Plan of Liquidation adopted by shareholders of the Corpor ationCorporation on September 30, 1984, the Corporation transferred substantially all of its assets to the Partnership, and the Corporation distributed such limited partnership interests to its shareholders. The Registrant was engaged since inception in land development and the construction and sale of residential housing in various parts of the eastern United States and in Argentina with its most recent transactions being in Florida.
Since August 1999, the Company’s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (“Tunicom”). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time, Tunicom’s only business was activities relating to its attempts to sell its only remaining asset, five acres of commercial and
residential land in Broward County, Florida (the “Remaining Property”). For a description of the sale of the Remaining Property by Tunicom and the liquidating distribution by the Company, see Item 1(b)(i). Following the completion of the transactions described in Item 1(b)(ii) the Company became a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) because it has no or nominal operations and no or nominal assets (other than cash). In March 2007, the Company entered into an Acquisition Agreement which contemplates a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions are satisfied, including approval of the transaction by its partners (See Item 1(b)(ii)).
On November 2, 2007, the Company terminated the Acquisition Agreement based on the breach of its terms by Longdan.
On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").
On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement (the “Purchase Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC (“Belmont”), a Virginia limited liability company.
Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Agreement, brokers in the transaction received 1,150,000 units and Garry McHenry received 200,000 units as compensation as the new general partner. Greenwich then received their 50.001% or 4,471,000 Units of the Company. As of March 31, 2008, the outstanding Units issued totaled 8,809,065.
On May 29, 2008, our predecessor, All State Properties, L.P., a Delaware limited partnership (“ASP”), and All State Properties Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of ASP (“ASPH”), entered into an Agreement and Plan of Merger. On May 29, 2008, ASP merged with and into ASPH, so that ASP and ASPH became a single corporation named All State Properties Holdings, Inc. (the “Surviving Corporation”), which is a corporation and exists under, and is governed by, the laws of the State of Nevada (the “Merger”).
As a result of the Merger, all of the assets, property, rights, privileges, powers and franchises of ASP became vested in, held and enjoyed by the Surviving Corporation, the Surviving Corporation assumed all of the obligations of ASP and we changed our name from “All State Properties, L.P.” to “All State Properties Holdings, Inc.”
Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and By-laws of ASPH became the Certificate of Incorporation and By-laws of the Surviving Corporation.
In addition, each share of common stock of ASP that was issued and outstanding immediately prior to the Merger was converted into 1 issued and outstanding share of common stock of the Surviving Corporation (“Common Stock”), so that the holders of all of the issued and outstanding shares of common stock of ASP immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of ASPH owned by ASP immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.
All State Properties Holdings, Inc. 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 June 30, 2010,2016, the issued and outstanding shares of common stock totaled 135,667,493.2,964,181,540.
(i) Remaining Property Sale
On December 19, 2006, Tunicom sold the Remaining Property and thereafter distributed the net sales proceeds to its members, including the Company, as a final liquidating distribution. After payment of certain debt and after setting aside a reserve for expenses, the Company distributed the remaining cash to its partners. Following the distribution, the Company has no assets.
(ii) Acquisition Agreement
The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (“Longdan”), a company organized under the laws of the People’s Republic of China (the “PRC”), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan’s shareholders in return for acquisition of the business of Longdan (the “Acquisition”). Longdan is engaged in the marketing and sale of pharmaceutical products in the PRC.
On March 14, 2007, the Company, Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (“Longdan International”), entered into an Acquisition Agreement (the “Acquisition Agreement”) pursuant to
which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company.
Under the terms of the Acquisition Agreement, it is contemplated that the Company will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (“LIH”) and Longdan International will merge with and into Longdan Delaware. At the Merger Effective Time (as defined in the Acquisition Agreement), the shareholders of Longdan will be issued shares representing approximately eighty nine percent (89%) of the capital stock of the Company and the Company’s shareholders will hold shares representing approximately eleven percent (11%) of the capital stock of the Company, in each case, on an “as if converted basis”.
Longdan had agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and had also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007.
On October 31, 2007 Longdan advised the Company that it will not fulfill its contractual commitment to pay these expenses. Accordingly, by its letter to Longdan dated November 2, 2007, All-State terminated the Acquisition Agreement based on this breach.
(iii) Other Agreements
On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").
Under the terms of the Agreement, Belmont has agreed to pay to the Company the sum of Twenty Two Thousand Dollars ($22,000.00) (the “Loan”). As consideration for the Loan, the Company and Rosenthal have agreed to grant Belmont a promissory note to repay the Loan, Rosenthal has agreed to resign as the General Partner of the Company and Joseph Meuse will be appointed the General Partner. In addition, Belmont shall pay for the reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with this Agreement and all related agreements and transactions contemplated by the Agreement up to an amount not to exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Legal Expenses”). To the extent Belmont pays any Legal Expenses in accordance with the above, the Company agrees that any such amount shall be added to the Loan as additional principal thereunder. Immediately up onupon execution of this Agreement, Belmont loaned to the Company four thousand dollars ($4,000.00) to be applied against the Legal Expenses.
In fiscal 2008, Stanley Rosenthal and Richard Astley surrendered 100,000 and 29,950 partnership units, respectively, back to the company. The return of the units was related to the dismissal of notes receivable in fiscal 2007. The notes receivable were non-recourse and payable solely from the Company’s distributions.
On March 3,February 28, 2008, Greenwich Holdings, LLC (“Greenwich”), a New York limited liability company, entered into a purchasean agreement (the “Purchase Agreement”“Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC, (“Belmont”), a Virginia limited liability company.company (“Belmont”),
Under the terms of the Purchase Agreement, Belmont (the “Seller”), soldGreenwich has agreed to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). Greenwich then received their 50.001% or 4,471,000 Units of the Company. In conjunction with the changepurchase a control block in control, 129,950 shares were retired and an additional 5,021,000 shares were issued. As of March 31, 2008, the outstanding Units issued totaled 8,809,115.
On May 29, 2008, our predecessor, All StateAll-State Properties L.P., a Delaware limited partnership (“ASP”), and All State Properties Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of ASP (“ASPH”), entered into an Agreement and Plan of Merger. On May 29, 2008, ASP merged with and into ASPH, so that ASP and ASPH became a single corporation named All State Properties Holdings, Inc. (the “Surviving Corporation”“Company” or “ASP”), which is a corporation and exists under, and is governed by, the laws consisting of the State of Nevada (the “Merger”).
In addition, each share of common stock of ASP that was issued and outstanding immediately prior to the Merger was converted into 1 issued and outstanding shares of common stock of the Surviving Corporation (“Common Stock”), so that the holders of all of the issued and outstanding shares of common stock of ASP immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of ASPH owned by ASP immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.
On May 29, 2008 All State Properties LLP, a Delaware limited liability, company entered into a merger with All State Properties Holdings, Inc., a Nevada Corporation and ceased to exist under the terms of the merger. As of June 30, 2008, the issued and outstanding shares of common stock totaled 8,809,115.
On August 24, 2009, the majority shareholders of the Company terminated Mr. Mark Kinser as Director, President and Secretary of the Company. Mr. Joseph Meuse, who currently served as a Director of the Company, was appointed as interim President and Secretary of the Company.
On August 27, 2009 the Company entered into an agreement with MB Consulting Services, LLC and Belmont Partners, LLC through which MB Consulting would acquire approximately fifty and one one-thousandth percent (50.001%) of the capital stock of the Company.
On August 28, 2009, Mr. Joseph Meuse appoints Dr. E. Robert Gates to the Board of Directors as Director, and as President and Secretary of the Company. Subsequently on September 14, 2009, Mr. Joseph Meuse resigned from all positions within the Company.
On August 27, 2009 the Company entered into an agreement with MB Consulting Services, LLC and Belmont Partners, LLC through which MB Consulting would acquire approximately fifty and one one-thousandth percent (50.001%) of the capital stock of the Company.
On September 20, 2010, EnergyOne Technologies, Inc. acquired all the assets of MB Consulting Services, LLC, of which the assets included majority ownership of All State Properties Holdings, Inc. with a purchase agreement entitled Limited Liability Company Ownership Purchase Agreement (the “Purchase Agreement”). Under the terms of the Purchase Agreement, MB Consulting Services, LLC (the “Seller”), sold to EnergyOne Technologies, Inc. (the “Buyer”) all assets of Seller, which included 2,500,500,000 sharesoutstanding common units of the Company which was approximately 90 percent(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 issuedAgreement entered into by and outstandingbetween 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.
OUR BUSINESS
On September 20, 2010, the Board of Directors and majority shareholders of the Company accepted the resignation of E. Robert Gates as Director, Chief Executive Officer and Secretary of the Company. Mr. Robert L. Hamilton was appointed as sole Director and Officer of the Company.
(iv.) Registrant has plans for new products and services, which includes development of green energy systems.
(v.) Registrant currently holdsthis Annual Report, we have no patents, trademarks, etc.
(vi.) No part of Registrant’s business is subject to significant seasonal variation.
(vii.) Registrant’s only present source of working capital is the cash in bank.
(viii.) No significant portion of Registrant’s current business currently involves government contracts. However, new management believes the course for the future will include government contracts and is preparing to modify that accordingly.
(viiii.) Registrant currently incurs no significant research and development expenses.
(x.) Registrant currently employs a small number of employees. However, EnergyOne, which has acquired a controlling interest in Registrant employs others, who new management intends to add to the employee roster of Registrant.
FACTORS.
10-K.
ThereCOMMENTS.
DESCRIPTION OF PROPERTY
Neither we, norPROCEEDINGS.
properties.
Public Market for Common Stock
Price Information* | ||
Financial Quarter Ended | High | Low |
September 30, 2008 | 0.14 | 0.14 |
December 31, 2008 | 0.06 | 0.06 |
March 31, 2009 | 0.08 | 0.08 |
June 30, 2009 | 0.05 | 0.05 |
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September 30, 2009 | 0.20 | 0.20 |
December 31, 2009 | 0.13 | 0.13 |
March 31, 2010 | 0.19 | 0.12 |
June 30, 2010 | 0.035 | 0.035 |
* The quotations do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The source of the high and low sales price information is Nasdaq.com.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stock s are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Shareholders.
indicated.
| FISCAL YEAR ENDED JUNE 30, 2010: | High | Low | ||||||
| September 30, 2010 | $ | 33.33 | $ | 6.33 | ||||
| December 31. 2010 | $ | 1.42 | $ | 0.27 | ||||
| March 31, 2011 | $ | 0.17 | $ | 0.05 | ||||
| June 30, 2011 | $ | 0.05 | $ | 0.02 | ||||
| FISCAL YEAR ENDED JUNE 30, 2011: | ||||||||
| September 30, 2011 | $ | 0.0001 | ` | 0.0001 | ||||
| December 31, 2011 | $ | 0.0001 | $ | 0.0001 | ||||
| March 31, 2012 | $ | 0.0001 | $ | 0.0001 | ||||
| June 30, 2012 | $ | 0.0001 | $ | 0.0001 | ||||
Dividends.
not including holders who hold their shares in street name.
As of October 8, 2010, the Registrant has no equity compensation plans in place. However, in accordance with full and complete disclosure, the following table sets forth certain information as of October 8,2010, with respect to compensation plans under which our equity securities are authorized for issuance:
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Number of securities to be issued upon exercise of outstanding options, warrants and rights |
| Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||
| Equity compensation plans approved by security holders | None | - | None | ||||||||||
Equity compensation plans not approved by security holders |
| None | - | None | |||||||||
| Total |
| None | |||||||||||
| - | ||||||||||||
| None | |||||||||||||
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Recent Sale
During the year ended June 30, 2010,2011, the Registrant had the following sale of unregistered securities:
None
These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’). These shares of our Common Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a ‘public offering’ as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures tha t these shares would not be immediately redistributed into the market and therefore not be part of a ‘public offering.’ Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
DATA.
Somethe information in this section contains forward-looking statementsForm 10-K annual report includes "forward-looking statements", that involve substantialinvolves risks and uncertainties. YouAll statements other than statements of historical facts, included in this Form 10-K 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 theseforward-looking statements by forward-looking wordsterminology such as "may," "will," "expect,"should," "anticipate,"expects," "believe,"plans," "estimate" and"anticipates," "believes," "estimates," "predicts," "potential," or "continue," or similar words. You should readthe 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 contain these words carefully because they:-discuss our future expectations;-contain projections of our future results of operations or of our financial condition; and-state other "forward-looking" information.Wewe believe it is important to communicate our expectations. However, there may be eventsare appropriate in the future that we are not able to accurately predict or over which we have no control. Ourcircumstances. 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.timingexpectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of certain eventsactivity, 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.anticipateddescribed in thesethe forward-looking statements asstatements.result of certain factors. Critical Accounting PoliciesThe preparation ofstart-up corporation. Our auditors have issued a going concern opinion in the financial statements and related disclosures in conformity with accounting principles generally accepted infor the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our consolidated balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restruct urings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.The following discussion and analysis of our financial condition, results of operations, liquidity and capital resources should be read in conjunction with our financial statements and notes thereto.
Working Capital June 30, June 30, 2011 2010 Current Assets $ - $ - Current Liabilities - 585,808 Working Capital (Deficit) - (585,186 ) June 30, June 30, 2011 2010 Cash Flows from (used in) Operating Activities $ - $ - Cash Flows from (used in) Financing Activities - - Net Increase (decrease) in Cash During Period - -
YEAR ENDED JUNE 30, 20102011 COMPARED TO YEAR ENDED JUNE 30, 20092010
REVENUES
Our total revenue decreased byWe have generated revenues of $0 or approximately 0%, fromand $0 infor the yearyears ended June 30, 2009 to $0 in the year ended June 30,2011 and 2010. No increase or decrease occurred during the past year. However, it is believed that the change in direction of the Company due to the acquisition and change in management of All State Properties Holdings, Inc. will result in the beginning of a revenue stream. All State Properties Holdings, Inc. has had minimal business operations, consisting primarily of asset acquisitions, since the beginning of this fiscal year.
OPERATION AND ADMINISTATIVE EXPENSES
Operating expenses increased by $1,621,874,or approximately 10,355%, from $15,662 infor the year ended June 30, 2009 to2011 were $107,255,055 compared with $1,637,536 in the year ended June 30, 2010. Operating expenses primarily consist of Officer’s Salaries paid to officers of the Company, Professional fees paid to accountants and attorneys throughout the year for performing various tasks, Investor Relations Expenses paid to firms for performing Investor Relations services, and Other General & Administrative Expenses and Office expenses. Officer’s Salaries increased by $543,213, or approximately 543,213% from $0 in the year ended June 30, 2009 to $543,213 in the year ended June 30, 2010. Professional fees increased by $922,634 or approximately 6,107%, from $15,108 in the year ended June 30, 2009 to $937,742 in the year ended June 30, 2010. In vestor Relations Expenses increased by $90,273 or approximately 90,273%, from $0 in the year ended June 30, 2009 to $90,273 in the year ended June 30, 2010. Other General & Administrative Expenses increased by $65,416 or approximately 26,271%, from $249 in the year ended June 30, 2009 to $65,665 in the year ended June 30, 2010. Office expenses increased by $338 or approximately 111%, from $305 in the year ended June 30, 2009 to $643 in the year ended June 30, 2010. The bulk of the increase in expenseoperating expenses was dueprimarily attributed to increased Officer’s Salariesan increase in general and Professional Fees when comparingadministrative expenses from $65,665 for the same periodyear ended June 30 2010 to $106,969,040 for the year ended June 30, 2011, primarily related to a increase in 2009.the value of shares issued for services.
During the year ended June 30, 2011, the Company recorded a net loss of $115,496,047, compared with net loss of $2,625,239 for the year ended June 30, 2010.
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity and capital resource needs areAs at June 30, 2011, the Company's cash balance was $0 compared to finance the costscash balance of our operations.$0 as at June 30, 2010. As of June 30, 2011, the Company's total assets were $0 compared to total assets of $0 as at June 30, 2010.
As of June 30, 2011, the Company had total liabilities of $0 compared with total liabilities of $585,186 as at June 30, 2011. The decrease in total liabilities is attributed to a decrease in accounts payable and accrued liabilities from 79,134 on June 30, 2010 we had $622to $0 on June 30, 2011, a decrease in accrued interest related parties from $19,736 on June 30, 2010 to $0 on June 30, 2011, a decrease in accrued interest related parties from $59,938 on June 30, 2010 to $0 on June 30, 2011 and a decrease in notes payable officers from $427,000 on June 30, 2010 to $0 on June 30, 2011.
As of June 30, 2011, the Company has a working capital deficit of $0 compared with working capital deficit of $585,186 at June 30, 2010 with the decrease in the working capital deficit attributed to a decrease in accounts payable and accrued liabilities from 78,512 on June 30, 2010 to $0 on June 30, 2011, a decrease in accrued interest related parties from $19,736 on June 30, 2010 to $0 on June 30, 2011, a decrease in accrued interest related parties from $59,938 on June 30, 2010 to $0 on June 30, 2011 and a decrease in notes payable officers from $427,000 on June 30, 2010 to $0 on June 30, 2011.
| Cashflow from Operating Activities |
We believe that we will continue to need investing and financing activities to fund operations.
Net cash provided fromused by operating activities was $622 during the twelve-month period ended June 30, 2010, mainly representative of the amount of indebtedness due for a related party during 2010. This compares to net cash used in operating activities of $100 for the twelve-month period ended June 30, 2009.
Net cash provided by investing activities was $0 during twelve-month periodyear ended June 30, 2010. This compares
| Cashflow from Financing Activities |
| During the years ended June 30, 2011 and June 30, 2010, the Company did not receive any cash from financing activities. |
| Subsequent Developments |
| Going Concern |
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to
Net cash provided byprofitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern
Ourcondition, changes in financial condition, revenues or expenses, to date are largely due to officer’s salaries and professional fees associated with accountant and attorney costs, investor relations expenses and general & administrative expenses.
We believe that our results of operations, liquidity, capital expenditures or capital resources that is material to investors.
DATA.
| Report of Independent Registered Public Accounting Firm | 14 | |||
| Balance Sheets | 15 | |||
| Statements of Operations | 16 | |||
| Statements of Stockholders' Deficit | 17 | |||
| Statements of Cash Flows | 18 | |||
| Notes to the Financial Statements | 19 |
To the
The Board of Directors
and
Lexington, Kentucky
We
my audits.
We
I conducted our auditmy audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that weI plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were wewas I engaged to perform, an audit of its internal control over financial reporting. Our auditMy audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, weI express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made b yby management, as well as evaluating the overall financial statement presentation. WeI believe that our audit providesmy audits provide a reasonable basis for ourmy opinion.
In ourmy opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All State Properties Holdings,PureSnax International, Inc. (A Development Stage Company) as of June 30, 20102011 and 2009,2010, and the results of its operations and its cash flows for each of the years in the two-year period described aboveended June 30, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying
www.mkacpas.com
Houston, Texas
October 12, 2010
| 61 Hopedale Drive SE | P (732) 822-4427 | |||
| Bayville, NJ 08721 |
| All State Properties Holdings, Inc. | ||||||||
| Balance Sheets | ||||||||
| June 30, | ||||||||
| 2011 | 2010 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | - | $ | - | ||||
| Total current assets | - | - | ||||||
| Total assets | $ | - | $ | - | ||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | - | $ | 78,512 | ||||
| Accrued interest related parties | - | 19,736 | ||||||
| Due to related parties | - | 59,938 | ||||||
| Notes payable officers | - | 427,000 | ||||||
| Total current liabilities | - | 585,186 | ||||||
| Total liabilities | - | 585,186 | ||||||
| Stockholders' Deficit | ||||||||
| Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, | ||||||||
| none issued and outstanding at June 30, 2011 and 2010, | ||||||||
| respectively | - | - | ||||||
| Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, | ||||||||
| 280,648,909 and 271,335 shares issued and outstanding at | ||||||||
| June 30, 2011 and 2010, respectively | 28,065 | 27 | ||||||
| Additional paid-in capital | 118,163,898 | 2,110,703 | ||||||
| Accumulated deficit | (118,191,963 | ) | (2,695,916 | ) | ||||
| Total stockholders' deficit | - | (585,186 | ) | |||||
| 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 | ||||||||
| For the Year Ended June 30, | ||||||||
| 2011 | 2010 | |||||||
| Revenues | $ | - | $ | - | ||||
| Operating expenses | ||||||||
| Officers' salaries | 216,555 | 543,213 | ||||||
| Professional fees | 69,460 | 937,742 | ||||||
| Office expense | - | 643 | ||||||
| Investor relations expenses | - | 90,273 | ||||||
| Other general and administrative expenses | 106,969,040 | 65,665 | ||||||
| Total operating expenses | 107,255,055 | 1,637,536 | ||||||
| Loss from operations | (107,255,055 | ) | (1,637,536 | ) | ||||
| Other income (expense) | ||||||||
| Loss on settlement of debt | (8,188,338 | ) | (967,750 | ) | ||||
| Interest expense | (52,654 | ) | (19,953 | ) | ||||
| Total other income (expense) | (8,240,992 | ) | (987,703 | ) | ||||
| Net loss | $ | (115,496,047 | ) | $ | (2,625,239 | ) | ||
| Basic and fully diluted loss per common share | $ | (1.23 | ) | $ | (11.56 | ) | ||
| Basic and fully diluted weighted average | ||||||||
| common shares outstanding | 93,992,492 | 227,050 | ||||||
| The accompanying notes are an integral part of these financial statements | ||||||||
| F-3 | ||||||||
| All State Properties Holdings, Inc. | ||||||||||||||||||||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||||||||||||
| For the Years Ended June 30, 2010 and 2011 | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at June 30, 2009 | - | $ | - | 20,820 | $ | 2 | $ | 61,947 | $ | (70,677 | ) | $ | (8,728 | ) | ||||||||||||||
| Founder's shares issued | - | - | 204,980 | 21 | (21 | ) | - | - | ||||||||||||||||||||
| Share based compensation | - | - | 16,400 | 2 | 816,159 | - | 816,161 | |||||||||||||||||||||
| Shares issued for services | - | - | 4,635 | - | 252,621 | - | 252,621 | |||||||||||||||||||||
| Shares issued for promissory notes payable | - | - | 24,500 | 2 | 979,997 | - | 979,999 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (2,625,239 | ) | (2,625,239 | ) | |||||||||||||||||||
| Balance at June 30, 2010 | - | - | 271,335 | 27 | 2,110,703 | (2,695,916 | ) | (585,186 | ) | |||||||||||||||||||
| Shares issued for promissory notes payable | - | - | 56,600,000 | 5,660 | 8,821,140 | - | 8,826,800 | |||||||||||||||||||||
| Shares issued for anti-dilutive cause | - | - | 223,777,574 | 22,378 | 107,232,055 | - | 107,254,433 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (115,496,047 | ) | (115,496,047 | ) | |||||||||||||||||||
| Balance at June 30, 2011 | - | $ | - | 280,648,909 | $ | 28,065 | $ | 118,163,898 | $ | (118,191,963 | ) | $ | - | |||||||||||||||
| The accompanying notes are an integral part of these financial statements | ||||||||||||||||||||||||||||
| F-4 | ||||||||||||||||||||||||||||
| All State Properties Holdings, Inc. | ||||||||
| Statement of Cash Flows | ||||||||
| For the Year Ended June 30, | ||||||||
| 2011 | 2010 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (115,496,047 | ) | $ | (2,625,239 | ) | ||
| Adjustments to reconcile net loss to net cash provided | ||||||||
| by (used in) operating activities: | ||||||||
| Issuance of common stock as share based compensation | 107,254,433 | 1,068,781 | ||||||
| Loss on extinquishment of debt | 8,188,338 | 967,750 | ||||||
| Changes in assets and liabilities | ||||||||
| Increase (decrease) in accounts payable | - | 63,109 | ||||||
| Increase (decrease) in accrued liabilities | 53,276 | 465,661 | ||||||
| Borrowings on related party payable | - | 59,938 | ||||||
| Repayments on related party payable | - | - | ||||||
| Net cash provided by (used in) operating activities | - | - | ||||||
| Cash Flows from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | - | - | ||||||
| Net increase (decrease) in cash | - | - | ||||||
| Cash and cash equivalents, beginning of year | - | - | ||||||
| Cash and cash equivalents, end of year | - | - | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Non-cash transactions: | ||||||||
| Issuance of founder's shares | - | 10,249 | ||||||
| Conversion of accounts payable to promissory note | - | 12,250 | ||||||
| Conversion of accrued salaries to notes payable | - | 427,000 | ||||||
| Shares of common stock issued for promissory note | 334,139 | 980,000 | ||||||
| The accompanying notes are an integral part of these financial statements | ||||||||
| F-5 | ||||||||
(a Development Stage Enterprise)
2010
In June 2014, the FASB amended ASC 915 to eliminate the defination 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.
Recently Adopted
Effective June 30, 2009,
position, results of operations or cash flows.
assets recognized from
(a Development Stage Enterprise)
2010
(Cont.)
(Cont.)
In October 2009,will be the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scopefirst quarter of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
our fiscal year ending June 30, 2020.
(a Development Stage Enterprise)
2010
We adopted
The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2010 and 2009, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future.
(Cont.)
F-8
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the years ended June 30, 2010 and 2009
uncertainty.
(a Development Stage Enterprise)
2010
Income Taxes (Cont.)
June 30 | ||
| 2010 | 2009 |
Income tax expense at statutory rate | 229,543 | (9,882) |
Valuation Allowance | 229,543 | 9,882 |
Income tax expense per books | $ - | $ - |
|
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|
Net deferred tax assets consist of the following components as of June 30:
| ||
| 2010 | 2009 |
Net Operating Loss Carryover | (257,107) | $(9,882) |
Valuation Allowance | 257,107_ | 9,882_ |
Net Deferred Tax Asset | $ - _ | $ - _ |
| June 30 | ||||||||
| 2011 | 2010 | |||||||
| Income tax expense at statutory rate | 20,778 | 229,543 | ||||||
| Valuation Allowance | (20,778 | ) | (229,543 | ) | ||||
| Income tax expense per books | $ | - | $ | - | ||||
Net deferred tax assets consist of the following components as of June 30: | ||||||||
| 2011 | 2010 | |||||||
| Net Operating Loss Carryover | 277,879 | $ | 257,107 | |||||
| Valuation Allowance | (277,879 | ) | (257,107)_ | |||||
| Net Deferred Tax Asset | $ | - | $ | - | ||||
2010.
(a Development Stage Enterprise)
2010
2010.
Also occurring during fiscal 2008, the Company issued 800,000 shares of its’ common stock in exchange for a note payable from a related party. No gain or loss was recorded on the settlementeffects of this note due to its’ related party nature.
reverse split.
On August 28, 2009, the Company executed a promissory note for $12,250 and pledged 12,250,000 shares of Unrestricted Common Stock as a result of transaction structure legal fees which occurred previously, and for which the Company was obligated. This obligation was satisfied on October 21, 2009. Shares of the Company’s common stock have been valued at market on the date obligated and set aside. This transaction, while unusual, was believed by management to add value to the Company by the retention of a suitable financial and legal expert.
The value of these transactions amounted to $400,000 and $20,000 respectively.
The value of this transaction amounted to $432,250.
F-11
All State Properties Holdings, Inc.
(date obligated and set aside. This transaction resulted in a Development Stage Enterprise)
Notes to Financial Statements
Forloss on settlement of debt in the years ended June 30, 2010 and 2009
amount of $967,750.
4.
Capital Stock (Cont.)
The value of this transaction amounted to $129,090 and $45,441.
At
valued at market. The value of these transactions amounted to $107,254,433.
During fiscal 2008, funds were advanced to the Company by a former officer for working capital needs in the amount of $59,938. The amounts were non-interest bearing, unsecured, with no stated terms for repayment. Additionally, 800,000 shares of the Company’s Common Stock was issued in exchange for a related party note payable in the amount of $26,577.
In fiscal 2009, an additional $16,692 was advanced to the Company from related parties and $ 1,470 was repaid. The remaining advances and accrued interest, which totaled $35,372 were forgiven together which resulted in additional paid in capital. There was no gain or loss recorded on this debt forgiveness since it was with a related party.
7. Subsequent Events (Cont.)
The Company has agreed to “roll” out Goldleaf Exploration, LLC into a public company in a transaction classified as a Form 10 registration by the quarter ended March 31, 2011.
In order to facilitate additional capitalization of the Company and fulfillment of certain debt obligations, the Company, on August 11, 2010, along with majority shareholder approval, authorized an
F-12
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the years ended June 30, 2010 and 2009
increase in the number of authorized shares of common stock from Two Hundred Million (200,000,000) shares to Five Billion (5,000,000,000) shares.
The Company, in order to fulfill those same debt obligations, issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. on August 26, 2010. The Company, in order to facilitate the fulfillment of those same debt obligations changed transfer agents to Madison Stock Transfer, Inc. on September 13, 2010.
A majority interest in the Company’s outstanding capital stock was acquired by EnergyOne Technologies, Inc. on September 20, 2010 in a purchase of all assets of the Company’s majority shareholder, MB Consulting Services, LLC.
The Company’s new management, in an attempt to reduce the number of authorized shares authorized a decrease in authorized shares of its common stock on September 21, 2010. Paperwork was filed with the Secretary of State for Nevada, but it was later discovered that this transaction was not effective, so on September 30, 2010, the Company filed the appropriate paperwork to unravel the reduced common stock for the Company.
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Item
CONTROLS AND PROCEDURES.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2010. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, in that the Company was unable to determine that the filing included all required disclosures without the assistance of our auditors. In addition the Company did not have sufficient segregation of duties due to the limited resources available.
Management’s
| (1) | pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions . |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Previously attachedamount of revenue that is ultimately recognized as exhibits towarranty revenue is as the Annual Report on Form 10-K wereresult of an analysis of the certificationssignificant aspects of the warranty such as coverage and period.
Changes in Internal Control over Financial Reporting
Thereconnection with such evaluation, there have been no changes in the Company’sto our internal control over financial reporting duringthat occurred since the fiscal year ended June 30, 2010beginning of our fourth quarter of 2016 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Inherent Limitations over Internal Controls
Our system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting and financial reporting. Management does not expect that our disclosure controls and procedures or While there have been no changes, we have assessed our internal control over financial reporting will prevent or detect all errorscontrols as being deficient and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following:
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Because of the inherent limitationstaking steps beginning in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
None.
INFORMATION.
GOVERNANCE.
| NAME | AGE | POSITION | DIRECTOR SINCE | ||||
| Joseph C. Passalaqua | 68 | Chief Executive Officer, Secretary and Director | 2010 | ||||
| Carman J. Carbona | 54 | Chief Financial Officer and Director | 2010 | ||||
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Robert L. Hamilton: Director, President and Secretarycontrol persons has been involved in any of the Company.
Robert L. Hamilton is a co-founderlegal proceedings required to be disclosed in Item 401 of EnergyOne Technologies, Inc. EnergyOne is a green energy company focused on helping to create a more efficient power grid. Mr. Hamilton studied architecture for two years primarily focusing on green design and technologies. Mr. Hamilton later went on to pursue a degree in Finance at the University of Kentucky. In 2008 Mr. Hamilton started financial consulting for oil, gas, and coal companies. In 2009 Mr. Hamilton co-founded EnergyOne Technologies.
Certain Legal Proceedings
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrityRegulation S-K, during the past five years.
Section
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Codeyear 2014, appear not to have been complied with to the best of Ethics
We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we are not a member of any exchange that would require such a code.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit Committee
Our Board of Directors acts as our audit committee. We do not have a qualified financial expert at this time, because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert.
Robert L. Hamilton, was notCOMPENSATION.
| Name | Salary | Position | ||||||
| Joseph C. Passalaqua | $ | 0 | As Chairman of the Board, Chief Executive Officer and Director | |||||
| Carman J. Carbona | $ | 0 | As Chief Financial Officer and Director | |||||
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compen- sation ($) | Non- Qualified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($) | Total ($) | ||||||||||||||||
| Joseph C. Passalaqua | 2010 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| (Principal Chief Executive Officer, President and Director) | 2011 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Carman J. Carbona | 2010 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| (Secretary and Director) | 2011 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
SUMMARY COMPENSATION TABLE | |||||||||
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total ($) |
E. Robert Gates, CEO | 2010 | $265,000 | $0 | 5,584,000 | $0 | $0 | $0 | $0 | $265,000 |
John C. Miller President & Secretary | 2010 | $162,000 | $0 | 3,609,000 | $0 | $0 | $0 | $0 | $162,000 |
Employment Agreements
We have few employment agreements in place with our principal officers as of June 30, 2010. However, there currently are no employment agreements in place with the new management of Registrant.
MATTERS.
NUMBER OF SHARES | PERCENT OF SHARES | |||||||||||
| NAME AND ADDRESS OF | TITLE | BENEFICIALLY | BENEFICIALLY | |||||||||
| BENEFICIAL OWNER | OF CLASS | OWNED | OWNED | |||||||||
| Joseph C. Passalaqua | Common | 1,,692,117,623 | 57.279 | % | ||||||||
| 106 Glenwood Drive | ||||||||||||
| Liverpool, NY 13090 | ||||||||||||
| Carman J. Carbona | Common | 0 | 0 | % | ||||||||
| 937 Old Seneca Turnpike | ||||||||||||
| Skaneateles, NY 13152 | ||||||||||||
| All Directors and officers as a group (2 members) | Common | 1,692,117,623 | 57.279 | % | ||||||||
Name and Address of Beneficial Owner | Amount and Nature of Common Stock Beneficially Owned | Percentage Ownership of Common Stock(1) |
MB Consulting Services, LLC(2) | 105,521,000 | 77.79% |
Terry R. Geldbach | 9,400,000 | 6.93% |
___________________________________________________________________________________
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None
SERVICES.
| 2011 | 2010 | |||||||
| Audit fees | $ | 5,000 | $ | 5,000 | ||||
| Audit related fees | 0 | 0 | ||||||
| Tax fees | 0 | 0 | ||||||
| All other fees | 0 | 0 |
For
statements that are not reported under audit fees.
We have not been billed for any services rendered as of June 30, 2010.
All Other Fees
The Company did not incur any other
Pursuant
| 31.1 | Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer * |
| 31.2 | Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Office * |
| 32.1 | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
| 32.2 | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. FINANCIAL STATEMENTS INCLUDED IN PART II OF THIS REPORT:
Balance Sheets
| View Systems, Inc. | |||
| By: | /s/ Joseph C. Passalaqua | ||
| Joseph C. Passalaqua | |||
| Chief Executive Officer | |||
| (Principal executive officer) | |||
Statementsre-substitution, to sign any and all amendments to this report on Form 10-K of Operations forView Systems, Inc., and to file them, with all their exhibits and other related documents, with the Years Ended June 30, 2010Securities and 2009
StatementExchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of Changes in Stockholders’ (Deficit) forthis appointment. In accordance with the Years Ended June 30, 2010Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and 2009
Statements of Cash Flows for the Years Ended June 30, 2010 and 2009
Notes to Financial Statements for the Years Ended June 30, 2010 and 2009
2. FINANCIAL STATEMENT SCHEDULES:
All other schedules are omitted, as the required information is not applicable or the information is presented in the financial statements orcapacities and on the notes thereto.
3. EXHIBITS:
| Name | Title | Date | ||
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| /s/ Joseph C. Passalaqua | ||||
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| October 16, 2017 | ||
| Joseph C. Passalaqua | ||||
/s/ Carman J. Carbona | Director abd Chief Financial Officer | October 16, 2017 | ||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALL STATE PROPERTIES HOLDINGS, INC.
Date: October 13, 2010
By: /s/ Robert L. Hamilton
Robert L. Hamilton
CEO and President
SECTION 302 CERTIFICATION
I, Robert L. Hamilton, certify that:
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Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Robert L. Hamilton, CEO and President of All State Properties Holdings, Inc., a Nevada corporation (the “Company”), hereby certify, to the best of our knowledge, that:
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Dated: October 13, 2010
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18