All State Properties Holdings, Inc.
1. Organization, Description of Business, and Basis of Accounting
On April 24, 2008, All State Properties Holdings, Inc. (the Company or All State) was incorporated in Nevada. Previously, the Company was operated as a partnership and the details of that change was shown in prior Form 10-Q's.
As of December 1, 2010 the Company began negotiations with targets for the purpose of acquiring the needed interest and performing Business Development activities. The previous Form 10-Q indicated that the Securities and Exchange Commission forms were being prepared. Upon consideration of this action, management of the Company determined that it was not in the best interest of the Company for it to be treated as a formal Business Development Company, subject to the closed-end investment rules of the Investment Company Act of 1940. The Company is negotiating with differing acquisition targets and management believes that terms favorable to the Company for acquisition have been reached, but not yet finalized.
The Company is currently attempting to locate and negotiate with eligible portfolio companies to acquire an interest in them. In addition, All State will assist these portfolio companies with raising capital and also offers them substantial managerial assistance needed to succeed.
On January 31, 2011, the Company increased its authorized capital stock from 5,000,000,000 to 7,000,000,000 shares. On April 5, 2011, the Company issued a 1 for 500 share reverse stock split. These statements reflect the effects of this reverse split.
Notes to Financial Statements
For the three and nine months ended March 31, 2012
1. Organization, Description of Business, and Basis of Accounting (Cont.)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At March 31, 2012September 30, 2017 and June 30, 2011,2017, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary and permanent differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.
As of March 31, 2012,September 30, 2017, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
DividendsDividends
The Company and has not yet adopted a policy regarding the payment of dividends.
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All State Properties Holdings, Inc.
Notes to Financial Statements
For the three months ended September 30, 2017
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.
As of March 31, 2012September 30, 2017 and June 30, 2011,2017, the Company has no issued and outstanding warrants or options.
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All State Properties Holdings, Inc.Reclassification
Notes to Financial Statements
For the three and nine months ended March 31, 2012
Assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification
Certain prior period amounts have been reclassified to conform to current presentation.
2. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise. This raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
3. Capital Stock
The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at March 31, 2012September 30, 2017 and June 30, 2011.2017
During the nine months ended March 31, 2012, the Company issued 2,292,380,819 shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company. This transaction was contractual in nature and valued at market. The value of these transactions amounted to $3,438,571.
On January 10, 2012, the Company announced a 5% stock dividend with a record date of January 31, 2012, which was paid on February 10, 2012.
At March 31, 2012September 30, 2017 and June 30, 2011,2017, the company had 2,964,181,540 and 280,648,9092,964,181,540 common shares issued and outstanding, respectively. These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.
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All State Properties Holdings, Inc.
Notes to Financial Statements
For the three months ended September 30, 2017
3. Capital Stock (Continued)
The Company has no other classes of shares authorized for issuance. At March 31, 2012,September 30, 2017, and June 30, 2011,2017, there were no outstanding stock options or warrants.
4. Subsequent EventsIncome 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.
On February 17, 2009, Greenwich Holdings, LLC ("Greenwich), soldThe provision for income taxes differs from the Control Block back to Belmont Partners, LLC ("Belmont") in considerationamounts which would be provided by applying the statutory federal income tax rate of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back39% to the sole member of Greenwich, Joseph Passalaqua. The Company executed a settlement and release agreement with Belmont wherein Belmont releasednet loss before provision for income taxes for the Company from all liabilities and claims arising from Belmont's purchasefollowing reasons:
| | | September 30, | |
| | | 2017 | | | 2016 | |
| Income tax expense at statutory rate | | $ | 10,644 | | | $ | 427 | |
| Valuation Allowance | | | (10,644 | ) | | | (427 | ) |
| Income tax expense per books | | $ | - | | | $ | - | |
Net deferred tax assets consist of the Control Block.following components as of September 30, and June 30, 2017:
| | | September 30, | | | June 30, | |
| | | 2017 | | | 2017 | |
| Net Operating Loss Carryover | | $ | 295,438 | | | $ | 288,817 | |
| Valuation Allowance | | | (295,438 | ) | | | (288,817 | ) |
| Net Deferred Tax Asset | | $ | - | | | $ | - | |
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| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. |
Forward Looking Statements
This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
Overview
All State Properties Holdings, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. The company not commenced planned principal operations. The Company has a June 30 year end. As of December 31, 2011,September 30, 2017, the issued and outstanding shares of common stock totaled 2,573,029,7282,964,181,540.
Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
We are considered a start-up corporation. Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2011.2017.
RESULTS OF OPERATIONS
Working Capital
| | March 31, | | June 30, | | September 30, | | June 30, | |
| | 2012 | | 2011 | | 2017 | | 2017 | |
| | | | | | | | | |
| Current Assets | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Current Liabilities | | | 3,507 | | | | - | | | | 53,842 | | | | 26,550 | |
| Working Capital (Deficit) | | | (3,507 | ) | | | - | | | | (53,842 | ) | | | (26,550 | ) |
Cash Flows
| | March 31, | | March 31, | | September 30, | | September 30, | |
| | 2012 | | 2011 | | 2017 | | 2016 | |
| | | | | | | | | |
| Cash Flows from (used in) Operating Activities | | $ | - | | | $ | (12,339 | ) | | $ | - | | | $ | - | |
| Cash Flows from (used in) Financing Activities | | | - | | | | 12,000 | | | | - | | | | - | |
| Net Increase (decrease) in Cash During Period | | | - | | | | (339 | ) | | | - | | | | - | |
We have generated revenues of $0 and $0 for the three months ended September 30, 2017 and nine months ended March 31, 2012 and 2011.2016.
| Operating Expenses and Net Loss |
Operating expenses for the three months ended March 31, 2012September 30, 2017 were $1,169$27,292 compared with $577,880$1.094 for the three months ended March 31, 2011. The decrease in operating expenses was attributed to a decrease in officers salaries from $44,600 for the three months ended March 31, 2011 to $0 for the three months ended March 31, 2012, decrease in professional fees from $49,960 for the three months ended March 31, 2011 to $0 for the three months ended March 31, 2012, and a decrease in investor relations expenses from $18,979 for the three months ended March 31, 2011 to $0 for the three months ended March 31, 2012,September 30, 2016.
Operating expenses for the nine months ended March 31, 2012 were $3,442.078 compared with $99,333,239 for the nine months ended March 31, 2011. The decrease in operating expenses was attributed to a decrease in general and adminstrative expenses from $99,014,282 for the nine months ended March 31, 2012 to $3,442,078 for the nine months ended March 31, 2011, primarily related to a decrease in the value of shares issued for services, a decrease in officers salaries from $216,555 for the nine months ended March 31, 2011 to $0 for the nine months ended March 31, 2012, decrease in professional fees from $69,460 for the nine months ended March 31, 2011 to $0 for the nine months ended March 31, 2012, and a decrease in investor relations expenses from $32,111 for the nine months ended March 31, 2011 to $0 for the nine months ended March 31, 2012,
During the three months ended March 31, 2012,September 30, 2017, the Company recorded a net loss of $1,169.$27,292, compared with net loss of $672,823$1,094 for the three months ended March 31, 2011.September 30, 2016.
During the nine months ended March 31, 2012, the Company recorded a net loss of $3,442,078. compared with net loss of $105,483,495 for the nine months ended March 31, 2011.
.
| Liquidity and Capital Resources |
As at March 31, 2012,September 30, 2017, the Company's cash balance was $0 compared to cash balance of $0 as at March 31, 2011.June 30, 2017. As of March 31, 2012,September 30, 2017, the Company's total assets were $0 compared to total assets of $0 as at March 31, 2011.June 30, 2017.
As of March 31, 2012,September 30, 2017, the Company had total liabilities of $3,507$53,842 compared with total liabilities of $0$26,550 as at March 31, 2011.June 30, 2017. The increase in total liabilities is attributed to an increase of account payable and accrued liabilities of $3,507.27,292.
As of March 31, 2012,September 30, 2017, the Company has a working capital deficit of $3,507$53,842 compared with working capital deficit of $0 at March 31, 2011$26,550 June 30, 2017 with the decrease in the working capital deficit attributed to the increases in accounts payable and accrued liabilities.
| Cashflow from Operating Activities |
During the ninethree months ended March 31, 2012September 30, 2017 the Company used $0 of cash for operating activities compared to the use of $12,339$0 of cash for operating activities during the ninethree months ended March 31, 2011. The decreases in cash used in operations was a result of the Company's prior operations.September 30, 2016.
| Cashflow from Financing Activities |
| During the sixthree months ended March 31, 2012September 30, 2017 and March 31, 2011,September 30, 2016, the Company did not receive any cash from financing activities. |
None
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
| Off-Balance Sheet Arrangements |
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.stockholders.
The Company will consider selling securities in the future to fund operations. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
None
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None
| ITEM 4. | MINE SAFETY DISCLOSURE. |
Not Applicable
| ITEM 5. | OTHER INFORMATION. |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 17th14th of OctoberNovember 2017.