UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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All State Properties Holdings, Inc.

 (Exact name of registrant as specified in its charter)

6465 N. Quail Hollow Rd., Ste. 200, Memphis, TN  381202333 Alexandria Drive, Lexington Kentucky  40504

(Address of Principal Executive Office) (Zip Code)

(901) 271-3779(859) 514-6717

(Registrant’s telephone number, including area code)

360 Main Street, Washington, VA  22747________________

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

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Securities registered pursuant to Section 12(b) of the Act:   

133,466,4882,928,960,614

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 x    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 checkmarkcheck mark whether the registrant has submitted electronically and posted on its corporate Web site, if disclosure of delinquent filersany, every Interactive Data File required to be submitted and posted pursuant to ItemRule 405 of Regulations S-K (229.405Regulation S-T (§232.405 of this chapter) is not contained herein,during the preceding 12 months (or for such shorter period that the registrant was required to submit 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.post such files). .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 ¨   NO¨x

The aggregate market value of the common stock held by non-affiliates of Registrant was $ 2,196,134,1,030.804, as of May 14,October 28, 2010 based on the last sale price of $.09$.0012 for each share of common stock on such date.  As of May 14,October 28, 2010, there were 133,466,4883,617,794,954 shares outstanding.

All State Properties Holdings, Inc.

FORM 10-Q QUARTERLY REPORT

September 30, 2010

INDEX

F-5

All State Properties Holdings, Inc.

FORM 10-Q QUARTERLY REPORT

March 31,(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010

INDEX

11.

Organization, Description of Business, and Basis of Accounting

Business Organization

All-StateAll 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-StateAll 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.

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. 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 shares of the Company, which was approximately 90 percent (90%) of the issued and outstanding capital of the Company for Fifty Thousand dollars ($50,000) plus an agreement to pay a debt owed to Belmont by Seller.

The Company’s fiscal year end is June 30th. The company re-entered the development stage July 1, 2007 when revenue generation ceased and the Company refocused its’ activities to raising capital. The Company is currently in the development stage and has limited assets, and is in the process of acquiring assets and changing business philosophies and, consequently, has no revenues. In accordance with the current accounting guidance,FASB ASC 915, it is considered a Development Stage Company.  

Accounting Basis

These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America consistently applied.

Recently Adopted Accounting PronouncementsIncome Taxes

EffectiveThe Company uses the asset and liability method of accounting for income taxes. At September 30, 2010 and June 30, 2009,2010, respectively, the Company adopted a new accounting standard issued bydeferred tax asset and deferred tax liability accounts, as recorded when material to the FASBfinancial statements, are entirely the result of temporary and permanent differences.  Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.

As of September 30, 2010, the deferred tax asset related to the disclosure requirementsCompany's net operating loss (NOL) carryforward is fully reserved.  Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in

F-6

All State Properties Holdings, Inc.

(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010

1.

Organization, Description of Business, and Basis of Accounting (Cont.)

control involving 50 percentage points or more of the fair valueissued and outstanding securities of the Company.

Dividends

The Company is a Development Stage Company and has not yet adopted a policy regarding the payment of dividends.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial instruments. This standard expandsstatements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the disclosure requirementsdenominator is increased to include the number of fair value (includingcommon stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the methodsdilutive effect of the assumed exercise of outstanding stock options and significant assumptions used to estimate fair value)warrants, using the treasury stock method, at either the beginning of certain financial instruments to interimthe respective period financial statements that were previouslypresented or the date of issuance, whichever is later, and only required to be disclosed in financial statements for annual periods. In accordance with this standard,if the disclosure requirements have been applied on a prospective basis and did not have a material impact oncommon stock equivalents are considered dilutive based upon the Company’s financial statements.net income (loss) position at the calculation date.

InAs of September 30, 2010 and June 2009,30, 2010, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification ( the "Codification") as the sourceCompany has no issued and outstanding warrants or options.

Use of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in theEstimates

The preparation of financial statements in conformity with GAAP.  Rulesaccounting principles generally accepted in the United States of America requires management to make estimates and interpretive releasesassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Securitiesfinancial statements and Exchange Commission ("SEC") under authoritythe reported amounts of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The introduction ofrevenues and expenses during the Codification does not change GAAP and other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the our consolidated financial statements.reporting period. Actual results could differ from those estimates.

Reclassification

Certain prior period amounts have been reclassified to conform to current presentation.

Recently Issued Accounting Standards

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 an entity to allocate 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 expands the disclosure requirements about the judgments made in applying the estimated selli ng price method and how those judgments affect the timing or amount of revenue 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 non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope 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.

2.2

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is

F-7

All State Properties Holdings, Inc.

(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010

unable to obtain the necessary funding it could cease operations as a new enterprise.  This raises substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments that might result from this uncertainty.

3.

Income Taxes

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

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

Net deferred tax assets consist of the following components as of :

F-8

All State Properties Holdings, Inc.

(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010

The Company has a net operating loss carryover of $9,073,563 as of September 30, 2010 which expires in 2030. Due to 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 Income Taxes to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

The Company has net operating loss carryforwards that were derived solely from operating losses from prior years.  These amounts can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss.  No provision was made for federal income taxes as the Company has significant net operating losses.  

At September 30, 2010 and June 30, 2010, the Company has established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets.

Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. The Company had no uncertain tax positions at September 30, 2010 or June 30, 2010.

4.

Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at March 31,September 30, 2010 and June 30, 2009.

On September 8, 2009, the Company increased the authorized Common Stock from 100,000,000 to 200,000,000 shares. These shares had an authorized par value of $0.0001.  

In conjunction with the conversion to a corporation, occurring during fiscal 2008, the companyCompany 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.

Capital Stock (Cont.)

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 from Belmont Partners, was issued  9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common Stock.Stock as founder’s shares after the change in control. 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 valueLLC as founder’s shares.

F-9

All State Properties Holdings, Inc.

(a Development Stage Enterprise)
Notes to Financial Statements
For the Company as a result of continued services by creditors and key employees.  Commonthree months ended September 30, 2010

4.

Capital Stock of the Company was given in satisfaction of this liability, resulting in no cash outlay by the Company

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 ( See Footnote No. 6 Subsequent Events).(Cont.)

On September 10, 2009, the Company issued 5,000,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 250,000 Shares of Restricted Common Stock in satisfaction of $20,000 to creditors. This transaction was contractual in nature and valued at market. The value of these transactions amounted to $497,500 and $30,675, respectively.

On September 16, 2009, the Company issued 3,325,000 shares of Unrestricted Common Stock in satisfaction of $266,000 of additional obligations of the Company. This transaction was contractual in nature and valued at market. The value of this transaction amounted to $333,738.

In October, 2009, the Company issued 12,250,000 shares of Unrestricted Common Stock as satisfaction of a promissory note payable. This stock was obligated by the Company on August 28, 2009, and a demand promissory note and hypothecation agreement were executed on that date. The Company set aside stock to cover the original debt of $12,250 since the demand promissory note was considered due, and the debt delinquent, at the time executed and the market value was used to value the stock on the date obligated and set aside.  This transaction resulted in a loss on settlement of debt on the amount of $967,750.

On December 29, 2009, the Company issued 993,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 349,359 Shares of Restricted Common Stock as part of the purchase agreement with Belmont Partners. This transaction was contractual in nature and valued at market. The value of this transaction amounted to $121,842 and $42,866, respectively.

On June 23, 2010, the Company issued 600,000 shares of Restricted Common Stock in exchange for investor relations services. This transaction was contractual in nature and valued at market. The value of this transaction amounted to $42,000.

On August 11, 2010, the Company, along with majority shareholder approval, authorized an 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. On August 16, 2010, the company issued 2,476,243,431 common shares as additional founder’s stock and as a result of the increase in authorized shares.

On August 16, 2010, the Company issued 116,799,690 shares to its’ key officers as additional share based compensation.  The shares issued in this transaction were valued at market and amounted to $4,438,388.  These shares were issued primarily as a result of the increase in authorized shares.

On August 22, 2010, the Company was committed to issue 250,000 shares of Restricted Common Stock in exchange for investor relations services. This transaction was contractual in nature and valued at market. The value of this transaction amounted to $6,250.

F-10

All State Properties Holdings, Inc.

(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010

4.

Capital Stock (Cont.)

On August 26, 2010, the company issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. in exchange for the promissory note to a key officer.  These shares were valued at the market and the transaction amounted to $1,770,000.

At March 31,September 30, 2010 and June 30, 2009,2010, the company had 133,466,4882,928,960,614 and 8,809,115135,667,493 common shares issued and outstanding, respectively.

The Company has no other classes of shares authorized for issuance. At March 31,September 30, 2010 and June 30, 2009,2010, there were no outstanding stock options or warrants.

4.

   Corporate Acquisition History

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 50.001% (fifty and 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 financials of the Company, but did result in a change of ownership of the majority of the outstanding shares.

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, 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 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 key employees.  Common Stock of the Company was given in satisfaction of much of this liability, resulting in no cash outlay by the Company

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.  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.

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

On September 10, 2009, the Company issued 5,000,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 250,000 Shares of Restricted Common Stock in satisfaction of $20,000 to creditors.

On September 16, 2009, the Company issued 3,325,000 shares of anti-dilutive Unrestricted Common Stock in satisfaction of $266,000 of additional obligations of the Company.

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 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 $1,470$ 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.

During the quarteryear ended, March 31,June 30, 2010, funds were advanced to the Company by an officer for working capital needs in the amount of $41,610.  The$59,938.

During the three month period ended, September 30, 2010, funds were advanced for working capital needs in the amount of $26,075 and $4,000 was repaid during the same time period. These amounts wereare non-interest bearing loans which are unsecured withand have no stated terms for repayment.

6.

Notes Payable - Officers

During the quarter ended March 31,At September 30, 2010, the Company transferred the accrued officer’s salaries to a promissory note payable in the amount of $298,900.  This note payable bearsnotes payable.  These notes bear interest at 12% and isare unsecured and due on demand. The balance of these notes at September 30, 2010 and June 30, 2010 were $516,355 and $427,000, respectively.

7.

Sale of Ownership interest

On September 20, 2010, a majority interest was acquired by EnergyOne Technologies, Inc., ownership of the Company was subsequently to Francis Zubrowski in a pass-through transaction.  No profit occurred in this pass-through transaction.

F-11

All State Properties Holdings, Inc.

(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010

8.

Termination of purchase of Goldleaf Gold interests

On August 6, 2010, the Company acquired mineral interests belonging to Goldleaf Exploration, LLC. However, there was a provision allowing for the obligations of the agreement to be terminated in the event of a major change in ownership of the Company.  The acquisition and subsequent transfer was such a transaction and management is in the process of formalizing the termination. This formal termination should occur in the Company’s second quarter ended, December 31, 2010. These financial statements reflect the termination of this agreement.

9.

Subsequent Events

The Company’s new management, in a belief that a reduction in the number of authorized shares would be in the best interest of the Company, began the process of reducing the number of authorized shares. This process was terminated when the new management decided to keep the shares the same.

On August 6, 2010, the Company acquired the mineral interests belonging to Goldleaf Exploration, LLC. However, there was a provision allowing for the obligations of the agreement to be terminated in the event of a major change in ownership of the Company.  The acquisition and subsequent transfer was such a transaction and management is in the process of formalizing the termination. This formal termination will occur in the Company’s second quarter ended, December 31, 2010. These financial statements reflect the termination of this agreement.

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.

NINETHREE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2010 COMPARED TO NINETHREE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2009

The Company had no activeminimal operations for the ninethree months ended March 31, 2010.September 30, 2010 vs September 30, 2009, as it was in the process of changing operational philosophies. The net loss was $1,448,234$6,448,324 and $25,339$904,675 for the ninethree months ended March 31,September 30, 2010 andvs September 30, 2009, respectively.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses increased from $23,030$904,675 in the ninethree months ended March 31,September 30, 2009 to $1,439,007$6,360,056 in the ninethree months ended March 31,September 30, 2010. Whenever possible, the previous management has utilized common stock or notes payable of the Company to fund such expenditures in order to minimize the cash required.  Operating expenses primarily consist of Officer’s Salaries Professional fees, and Investor Relations Expenses that are paid to the current officers, accountants and attorneys,immediate past officers and investment relations firms throughout the year for performing various tasks, and office expenses. Officers’ Salariestasks. Investor Relations Expenses increased from zero$9,531 in the ninethree months ended March 31,September 30, 2009 to $1,243,990$1,787,005 in the ninethree months ended March 31, 2010, due primarily to guaranteed salaries accrued, and shown as current accruals and promissory notes on these financial statements, in order to retain qualified personnel. Professional fees increased from $22,974 in the nine months ended March 31, 2009 to $122,767 in the nine months ended March 31,September 30, 2010.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31,September 30, 2010 and June 30, 2009,2010, we had $163$43 and $0$622 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 ninethree months ended  March 31, 2010 and March 31,September 30, 2009, cash used inprovided by (used in) operations was $46,086$(1,800,579) and $27,451,$703, respectively, primarily for the payment of current officer’s salaries and legal and accountinginvestor relations expenses. Whenever possible, the previous management continues to utilizehas 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 remained at $0 andwas $0 during the ninethree month periods ending March 31,September 30, 2010 and September 30, 2009.

Net cash provided by financingfinancial activities for the ninethree month period ending March 31,September 30, 2010 was $46,249$1,800,000 compared with net cash provided in financing activities of $27,351$0 for the ninethree months ended March 31, 2009, as the Company increased borrowings on related party notes during 2010.September 30, 2009.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

None.

ITEM 4. Controls and Procedures

The Company's Director and Chief Executive Officer, E. Robert GatesFrancis Zubrowski, 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 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 management 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 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 10K/A10-K for the year ended June 30, 2009.2010.

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

None.

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 stockholders. However, the Articles of Incorporation were amended to provide for Indemnification of Officers and Directors that was considered necessary to retain qualified talent.

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.