UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

———————

ALL STATE PROPERIESPROPERTIES HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

———————

360 Main Street Washington, VA 227476465 N. Quail Hollow Dr., Ste. 200, Memphis, TN  38120

(Address of Principal Executive Office) (Zip Code)

540-675-3149(901) 271-3779

(Registrant’s telephone number, including area code)

P.O. Box 5524 Fort Lauderdale, FL 33310-5524360 Main Street Washington, VA 22747

(Former name, former address and former fiscal year, if changed since last report)

———————

Securities registered pursuant to Section 12(b) of the Act:   8,809,065132,124,129

Title of Class: Common Stock, $.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES x    NO

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES     NOx

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES x  NO

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.YES      NOx    NO

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)YES x¨   NOx

The aggregate market value of the common stock held by non- affiliates of Registrant was $248,284,$ 4,794,426, as of May 15,November 11, 2009, based on the last sale price of $0.06$0.20 for each share of common stock on such date.  As of November 23, 2009, there were 132,124,129 shares outstanding.

ALL STATE PROPERTIES HOLDINGS, INC.

FORM 10-Q QUARTERLY REPORT

MARCH 31,SEPTEMBER 30, 2009

INDEX

 ALL STATE PROPERTIES HOLDINGS, INC.

PART I. – FINANCIAL INFORMATION

ALL-STATE PROPERTIES HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2009 AND 2008

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.

All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

Three months ended September 30, 2009(Unaudited)

1.

Organization, Description of Business, and OperationsBasis of Accounting

Business Organization

All-State Properties Holding, Inc., a corporation (the “Company”) was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All-State Properties L.P. (the “Partnership”). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation.

All-State Properties L.P., a limited partnership (the “Partnership”) was organized under

The Company’s fiscal year end is June 30th. The company re-entered 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”). In March 2008 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 Corporation. Longdan Delaware has only nominal assets and no liabilities and has conducted no activities except in connection with the transactions contemplated by the Acquisition Agreement. The Corporation together with Longdan Delaware referred to herein as the “Registrant”. Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on December 31, 1984, the Corporation transferred substantially all of its assets to the Partnership,development stage July 1, 2007 when revenue generation ceased and the Corporation distributed such limited partnership interestsCompany refocused its’ activities to its shareholders. The Registrant was engaged since inception in land development andraising capital. In accordance with authoritative accounting literature 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.company is considered a Development Stage Company.  

Accounting Basis

On December 20, 2008, 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 upon execution of this A greement, Belmont loaned to the Company four thousand dollars ($4,000.00) to be applied against the Legal Expenses.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

B. Basis of Presentation

In the opinion of management, the accompanying unaudited financial information reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation in all material respects, of the information contained therein. Certain information and footnote disclosure normally included inThese financial statements have been prepared in accordance withon the accrual basis of accounting following generally accepted accounting principles inof the United States have been condensed or omitted pursuant to instructions, rules and regulations prescribedof America consistently applied.

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the Securities and Exchange Commission. The preparations of the financial statements are in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates.

C. Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

D. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash balances in one financial institution. The balances are insured by the Federally Deposit Insurance Corporation up to $250,000 and $100,000 for the years ended March 31, 2009 and 2008, respectively .

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

E. Income (Loss) Per Partnership Unit

Income (loss) per partnership unit is computed by dividing the net income (loss) by the weighted average number of units outstanding.

F. Income (Loss) Per Common Share

Income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares outstanding.

G. Fair Value of Financial Instruments

Management estimates that the fair market value of cash, receivables, accounts payable, accrued expenses and short-term borrowings are not materially different from their respective carrying values

dueFASB related to the short-term naturedisclosure requirements of these instruments. Disclosures about the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments are basedto interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on pertinent information available to management as of March 31, 2009.a prospective basis and did not have a material impact on the Company’s financial statements.

H. Income Taxes

The Company provides for income taxes under Statement ofIn June 2009, the Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requiresBoard ("FASB") established the useFASB Accounting Standards Codification ( the "Codification") as the source of an asset and liability approachauthoritative accounting principles recognized by the FASB to be applied by non-governmental entities in accounting for income taxes.

SFAS No. 109 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.   

I. Use of Estimates

The preparation of financial statements in conformity with generally acceptedGAAP.  Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The introduction of the Codification does not change GAAP and other than the manner in which new accounting principlesguidance is referenced, the adoption of these changes had no impact on the financial statements.

6

All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

Three months ended September 30, 2009(Unaudited)

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the United Statesmeasurement of Americaliabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires managementan entity to make estimatesallocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and assumptions thatexpands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the reported amountstiming or amount of assetsrevenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, 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 liabilities,non-software components that function together to deliver the disclosure of contingent assets and liabilities atproduct’s essential functionality, shall be excluded from the datescope of the financial statementssoftware 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 reported amountsarrangement consideration for each element of revenues and expenses during the reporting period. Actual results could differ from those estimates.arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

J. 2.

Going Concern

The Company'saccompanying financial statements arehave been prepared using generally accepted accounting principles inassuming the United States of America applicable toCompany will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  TheHowever, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costsincurred significant losses and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital,the necessary funding it could be forced to cease operations.

In orderoperations as a new enterprise.  This raises substantial doubt about the Company’s ability to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  The accompanyingconcern.  These financial statements do not include any adjustments that might be necessary ifresult from this uncertainty

7

All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

Three months ended September 30, 2009(Unaudited)

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 September 30 and June 30, 2009.

On September 8, 2009, the Company is unableincreased the authorized Common Stock from 100,000,000 to continue200,000,000 shares. These shares had an authorized par value of $0.0001.  In conjunction with the conversion to a corporation, occurring during fiscal 2008, the company issued 3,118,065 shares on a one for one basis for each partnership unit.  Concurrent with that transaction 129,950 shares were retired.  Additionally, 5,021,000 Founder’s shares were issued in conjunction with the change in control of the Company. 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 settlement of this note due to its’ related party nature.

Pursuant to the agreement with MB Consulting Services, LLC (hereinafter “MB Consulting”) through which MB Consulting would acquire fifty and one one-thousandth percent (50.001%) of the anti-dilutive capital stock of the Company, was issued 9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common Stock issued as founders shares under the recent change in control of the Company. Also, on September 22, 2009, the Company, in accordance with the agreement, issued 2,488,014 Shares of anti-dilutive Restricted Common Stock to Belmont Partners, LLC. The Company absorbed $298,250 in liabilities at its acquisition by MB Consulting on August 27, 2009, which created value to the Company as a going concern.

 K. Recent Accounting Pronouncements

Below is a listingresult of continued services by creditors and key employees.  Common Stock of the most recent accounting standards SFAS 150-154 and their effect onCompany was given in satisfaction of this liability, resulting in n o cash outlay by the Company.

Statement No. 150 Accounting for Certain Financial Instruments with CharacteristicsOn August 28, 2009, the Company converted $12,250 of both Liabilities and Equity (Issued 5/03)

This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristicsaccounts payable to a 10% promissory note of both liabilities and equity.

Statement No. 151 Inventory Costs-an amendment$12,250 that was collateralized by 12,250,000 shares of ARB No. 43, Chapter 4 (Issued 11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously stated that “…under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal ass to require treatment as current period charges….”  This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.”  In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.

Statement No. 152 Accounting for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and 67)

This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.

This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions.  The accounting for those operations and costs is subject to the guidance in SOP 04-2.

Statement No. 153 Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, includes certain exceptions to the principle.  This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assts and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance.  A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantlyUnrestricted Common Stock as a result of transaction structure legal fees which occurred previously, and for which the exchange.Company was obligated.  The shares may be voted, transferred, or any other action taken which is considered necessary by the note holder. This obligation was satisfied on October 21, 2009 ( See Footnote No. 6 Subsequent Events).

K. Recent Accounting Pronouncements (Continued)

On September 9, 2009, the Company issued 5,000,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company as share based compensation valued at $400,000 using the closing price of the shares at the date of grant.

Statement No. 154 – Accounting Changes and Error Corrections (a replacementOn September 9, 2009 the Company issued 250,000 Shares of APB Opinion No. 20 and FASB Statement No. 3)Restricted Common Stock in satisfaction of services rendered to the Company valued at $20,000 using the closing price of the shares at the date of grant.

This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting ChangesOn September 10, 2009, the Company issued 3,200,000 shares of Unrestricted Common Stock in Interim Financial Statements, and changessatisfaction of share based compensation valued at $416,000 using the requirements forclosing share price at the date of grant.

8

accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.All State Properties Holdings, Inc.

( A Development Stage Enterprise)

The adoptionNotes to Financial Statements

Three months ended September 30, 2009(Unaudited)

On September 9, 2009 the Company issued 125,000 Shares of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.

NOTE 2 – NOTE PAYABLE

Former General Partner, Stanley Rosenthal, advanced $1,600Unrestricted Common Stock in satisfaction of services rendered to the Company in February 2008, this note was paid off September 25, 2008.

Belmont Partners, LLC advanced $22,000 tovalued at $16,250 using the Company on December 20, 2008 which was secured with a promissory note. On October 1, 2008 Belmont agreed to cancel the note in return for the issuance of 800,000 restricted units/shares.

NOTE 3 - NOTES PAYABLE - RELATED PARTY

As of March 31, 2009, the Company had no notes outstanding.

NOTE 4. - INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or allclosing price of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates onshares at the date of enactment.grant.

Net deferred tax assets consist of the following components as ofAt September 30, 2009 and June 30, 2008

NOTE 4. - INCOME TAXES - CONTINUED

Due to2009, the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

NOTE 5 - ACQUISITION AGREEMENTcompany had 119,874,129 and 8,809,115 common shares issued and outstanding, respectively.

The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (“Longdan”), a company organized under the lawshas no other classes of the People’s Republic of China (the “PRC”), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capitalshares authorized for issuance. At September 30 and June 30, 2009, there were no outstanding 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.options or warrants.

4.

   Corporate Acquisition History

On March 14, 2008,August 27, 2009 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 toagreement with MB Consulting Services, LLC and Belmont Partners, LLC through which the Company willMB Consulting would acquire Longdan Internationalapproximately 50.001% (fifty and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company. The Company will account for the transaction as a reverse merger.

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%)one one-thousandth percent) of the capital stock of the Company. The Company anticipates pursuing the acquisition of certain material oil and gas related assets. This transaction had no impact on the Company’s shareholders will hold shares representing approximately eleven percent (11%) of the capital stockfinancials of the Company, but did result in each case, on an “as if converted basis”.

Longdan had agreed to pay all costs associated witha change of ownership of the Acquisition, including legal fees incurred in connection withmajority of 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, 2008.outstanding shares.

On October 31, 2008 Longdan advisedAugust 24, 2009, the Company that it will not fulfill its contractual commitment to pay these expenses. Accordingly, by its letter to Longdan dated November 2, 2008, All-State terminated the Acquisition Agreement based on this breach.

On November 2, 2008,majority shareholders of the Company terminated the Acquisition Agreement based on the breach of its terms by Longdan.

NOTE 5 - ACQUISITION AGREEMENT - CONTINUED

On March 2, 2008 the General Partners authorized the issuance of five million eight hundred twenty one thousand units of the Partnership to Belmont Partners, LLC (a Virginia limited liability company hereinafter referred to as “Belmont”) as compensation and reimbursement for management services rendered by Belmont as well as for expenditures previously paid and to be paid by Belmont as well as other services rendered by Belmont. Including but not limited to Belmont’s negotiation and ultimate settlement with American Stock Transfer of the Company’s outstanding invoices for $12,938.42 which Belmont ultimately paid on July 21, 2008. In light of ongoing negations to settle certain outstanding debts of the Partnership, the General Partners further recognized that it may take some time to effectuate the issuance of the units, and the General Partners authorized Belmont to transfer the right to receive the units.

On March 3, 2008 the Company, entered into a purchase agreement (the “Purchase Agreement”) with Greenwich Holdings, LLC (Greenwich), a New York limited liability company, and Belmont whereby Belmont which then held a controlling interest in the Company sold fifty and one – one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”) to Greenwich for one hundred and eighty eight thousand U.S. dollars ($188,000). In conjunction with the Purchase Agreement the Company issued 200,000 units to Gary McHenry as compensation as the new General Partner and approved the transfer of units under the purchase agreement.

On February 5, 2009 Joseph Meuse was appointed by the Board of Directors to serve as a Director. The Board also appointed Mr. Meuse as the President and Secretary of the Company.   As well, Garry McHenry resigned from his positionMark 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, Belmont entered into an agreement with MB Consulting Services, LLC (hereinafter “MB Consulting”) through which MB Consulting would acquire fifty and one one-thousandth percent (50.001%) of the anti-dilutive capital stock of the Company, under which MB Consulting was initially conveyed 9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common Stock. Also, on February 5,September 22, 2009, the Company, in accordance with the agreement, issued 2,488,014 Shares of anti-dilutive Restricted Common Stock to Belmont Partners, LLC.

Additionally, the Company absorbed the $298,250 in liabilities at its acquisition by MB Consulting on August 27, 2009, which created value to the Company as a result of continued services by creditors and his resignationkey employees.  Common Stock of the Company was acceptedgiven in satisfaction of much of this liability, resulting in no cash outlay by the Board.     Company.

On September 8, 2009, the Company increased the authorized Common Stock from 100,000,000 to 200,000,000 shares.

9

All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

Three months ended September 30, 2009(Unaudited)

5.

   Related Party Transactions

During fiscal 2008, funds were advanced to the Company by a former officer for working capital needs in the amount of $ 43,659.  The amounts were non-interest bearing, unsecured, with no stated terms for repayment. Additionally, 800,000 shares of the Company’s Common Stock were issued in exchange for a related party note payable in the amount of $26,577. 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 the debt forgiveness since it was a related party.

In fiscal 2009, an additional $ 16,692 was advanced to the Company from related parties and $ 1,470 was repaid.

During the quarter ended, September 30, 2009, funds were advanced to the Company by an officer for working capital needs in the amount of $ 1,139.  The amounts were non-interest bearing, unsecured, with no stated terms for repayment. Imputed interest on the balance is immaterial. Services of $12,250 provided to the company by a related party were converted to a promissory note payable during the quarter.

6.

   Subsequent Events

Included as events occurring subsequent to September 30, 2009 through the date of the filing are the following:

On October 21, 2009, the Company issued 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 satisfying the promissory note payable and accrued interest.

ALL STATE PROPERTIES HOLDINGS, INC.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations

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.

THREE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2009 COMPARED TO THREE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2008

The Company had no operations for the three months ended March 31,September 30, 2009 and March 31,September 30, 2008. The net gain (loss)loss was $31,599$904,675 and $(5,688) same period ending March 31,$9,190 for the three months ended September 30, 2009 and 2008, respectively.

OPERATION AND ADMINISTATIVEADMINISTRATIVE EXPENSES

Operating expenses decreasedincreased from $5,168$8,327 in the three months ended March 31,September 30, 2008 to $2,112$904,784 in the three months ended March 31,September 30, 2009. Operating expenses primarily consist of Officer’s Salaries and Professional fees that are paid to the current officers, accountants and attorneys throughout the year for performing various tasks, and office expenses. Officers’ salaries consisted of share based compensation and were $816,000 and $0 for the periods ended September 30, 2009 and 2008 respectively.  Professional fees decreasedincreased from $5,168$8,265 in the three months ended March 31,September 30, 2008 to $2,112$36,250 in the three months ended March 31,September 30, 2009.

NINE MONTHS ENDED MARCH 31, 2009 COMPARED TO NINE MONTHS ENDED MARCH 31, 2009

The Company had no operations for the six months ended March 31, 2009 and March 31, 2008. The net gain (loss) was $25,339 and $(34,546) same period ending March 31, 2009 and 2008, respectively.

OPERATION AND ADMINISTATIVE EXPENSES

Operating expenses decreased from $34,220 in the nine months ended March 31, 2008 to $23,279 in the nine months ended March 31, 2009. Operating expenses primarily consist of Professional fees that are paid to accountants and attorneys throughout the year for performing various tasks, and Office expenses. Professional fees decreased from $34,220 in the nine months ended March 31, 2008 to $22,974 in the nine months ended March 31, 2009. Office expenses increased by $305 or approximately 100%, from $0 in the nine months ended March 31, 2008 to $305 in the nine months ended March 31, 2009.  The bulk of the decrease in expense was due to a decrease in professional fees in the when comparing the same nine month period in 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31,September 30, 2009 and March 31, 2008,June 30, 2009, we had $0$703 and $130$0 cash on hand respectively. We believe that we will continue to need investing and financing activities to fund operations. Our primary liquidity and capital resource needs are to finance the costs of our operations. During the three months ended March 31,September 30, 2009 and March 31,September 30, 2008, cash used in operations was $2,112$12,686 and $55,604,$8,369, respectively, primarily for the payment of current officer’s salaries and legal and accounting expenses. Whenever possible, the management has utilized common stock of the Company to fund such expenditures in order to minimize the cash required.  The Company will actively seek alternative sources of funding to continue as a going concern.

Net cash provided by investing activities was $0 during boththe three monthsmonth periods ending March 31,September 30, 2009 and 2008.2008 respectively.

Net cash provided by financial activities for the three month period ending March 31,September 30, 2009 was $33,711$13,389 compared with net cash usedprovided in operatingfinancing activities of $27,600$8,393 for the three months ended March 31,September 30, 2008.

ALL STATE PROPERTIES HOLDINGS, INC.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

None.

ITEM 4. Controls and Procedures

The Company's Director, Joseph MeuseE. Robert Gates is responsible for establishing and maintaining disclosure controls and procedures for the Company.

An evaluation was performed under the supervision and with the participation of our management, including the general partner, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of period covered by this report. Based on that evaluation, the general partner concluded that these disclosure controls and procedures were not effective. The Company did not have sufficient segregation of duties due to the limited resources available. There has been no change in our internal

control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingreporting.

ALL STATE PROPERTIES HOLDINGS, INC.During the quarter ended September 30, 2009, there wer e no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. - OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1.A Risk Factors

There have been no material changes from the risk factors disclosed in All-State Properties Holdings, Inc. Form 10K10K/A for the year ended June 30, 2008.2009.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the quarter covered by this report.

ITEM 3. Defaults upon Senior Securities

There were no defaults by Registrant on its senior securities duringThe Company executed a promissory note for $12,250 and collateralized 12,250,000 shares of Common Stock as a result of transaction structure legal fees which occurred previously, and for which the quarter covered by this report.Company was obligated.  Because financing took longer than originally anticipated, the Company and creditor agreed that the shares securing the debt would be issued in return for an erasure of the debt and consent default.  See Subsequent Events Note 6.

ITEM 4. Submission of Matters to Vote of Security Holders

No matters were submitted during the quarter covered by this report to a vote of limited partners.stockholders.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

_

ALL STATE PROPERTIES HOLDINGS, INC.

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.

SECTION 302 CERTIFICATION

I, E. Robert Gates, certify that:

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), we, E. Robert Gates, Chairman and Chief Executive Officer, and John C. Miller, President and Chief Operating Officer of All State Properties Holdings, Inc., a Nevada corporation (the “Company”), hereby certify, to the best of our knowledge, that:

Dated: November 23, 2009