Petro USA (PBAJ) 10-Q/A 2011 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

Amendment No. 1

———————

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934
	For the quarterly period ended: December 31, 2010
Or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________

All State Properties Holdings, Inc.

 (Exact name of registrant as specified in its charter)

Nevada	000-12895	59-2300204
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	(File Number)	Identification No.)

2333 Alexandria Drive, Lexington, KY  40504
(Address of Principal Executive Office) (Zip Code)

(229) 296-1323
(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)

———————

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

3,928,710,619

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

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):

Large accelerated filer¨ Accelerated filer ¨ Non-accelerated filer¨ Smaller reporting companyx

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

YES ¨   NOx

The aggregate market value of the common stock held by non-affiliates of Registrant was $ 453,330, as of January 31, 2011, based on the last sale price of $ 0.0002 for each share of common stock on such date.  As of January 31, 2011, there were 4,887,671,298 shares outstanding.

EXPLANATORY NOTE

Explanation of the Amended Form 10-Q for the quarterly report ended December 31, 2010.

This Amendment No.1 on Form 10-Q/A amends All State Properties Holdings, Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2010, as initially filed with the Securities and Exchange Commission on February 14, 2011, and solely amends the financial information to show a valuation issue on stock issued pursuant to anti-dilution provisions of existing contracts as they appeared on the original Form 10-Q on the US SEC website.

The effect of these common stock issuances are reflected in new financial statements and are the only changes being made to the Form 10-Q, and the information contained in this Amendment does not reflect events occurring subsequent to the filing of the Form 10-Q.

All State Properties Holdings, Inc.
FORM 10-Q/A QUARTERLY REPORT
December 31, 2010

INDEX		PART I. – FINANCIAL INFORMATION	PAGE
ITEM	1.	Financial Statements (Unaudited)	F-2 – F-13
ITEM	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM	4.	Controls and Procedures	15
		PART II. – OTHER INFORMATION
ITEM	6.	Exhibits	15
		Signatures	15
Exhibit
31.1
32.1

 

 

 

   

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

1. Organization, Description of Business, and Basis of Accounting

Business Organization

On April 24, 2008, All State Properties Holdings, Inc.  (the Company or All State) was incorporated in Nevada. Previously, the Company was operated as a partnership and the details of that change was shown in prior Form 10-Q’s.  

As of December 1, 2010 the Company began negotiations with targets for the purpose of acquiring the needed interest and performing Business Development activities.  The Securities Exchange Commission (SEC) forms are being prepared to fully enter that field and to act as a Business Development Company (BDC) fully.  The Company anticipates filing all required SEC forms very soon after this report’s filing to become a fully functional business development company and hereby certifying that it is a closed-end investment company (like a mutual fund) organized and operated for the purpose of making investments in securities described in section 55 (a)(1) through (3) of the Investment Company Act of 1940; and that it will make available significant managerial assistance to targeted and acquired American companies with respect to issuers of such securities to the extent required by the act.

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.  To the date of these financial statements an additional 2,513,736,834 shares of the Company’s common stock have been issued or are issuable.

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 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.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At December 31, 2010 and June 30, 2010, 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.

F-6

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

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

Income Taxes (Cont.)

As of December 31, 2010, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved.  Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

Dividends

The Company 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 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 December 31, 2010 and June 30, 2010, the Company has no issued and outstanding warrants or options.

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 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.

F-7

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

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. Restatement

The Company is restating its’ financial statements for the quarter ended September 30, 2010. These restatements and resulting revisions relate to the accounting treatment for stock issued pursuant to its contractual obligation.

Below is a summary of the effects of the restatement of the Company’s Balance Sheet as of December 31, 2010, as well as, the effects on the Statements of Operations.  The effects of this restatement for the quarter ended December 31, 2010, decreased Officers’ Salaries $4,434,388, increased Other General & Administrative Expenses by $98,535,638, increased the Loss on settlement of Debt by $3,196,000 and increase Additional paid-in capital by $97,454,399.

F-8

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

 

F-9

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

F-10

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 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 December 31 and June 30, 2010.

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 part of its’ contractual obligation, requiring the Company to issue anti-dilutive stock when additional shares are issued. The shares issued in this transaction were valued at market and amounted to $94,097,250.

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

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 $30,000 in obligations outstanding. This resulted in a loss to the Company of $4,970,000. These shares were valued at the market and amounted to $5,000,000.

On October 18, 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 $80,000 in obligations outstanding. This resulted in a loss to the Company of $200,000. These shares were valued at the market and amounted to $280,000.

On October 20, 2010, the company issued 100,000,000 shares of its common stock to a former officer as satisfaction of $55,139 in outstanding liabilities. This resulted in a loss to the Company of $104,861. The shares issued in this transaction were valued at market and amounted to $160,000.

On November 8, 2010, the company issued 300,000,000 registered and free-trading shares of its’ common stock to Epic Worldwide, Inc. in exchange for $40,000 in obligations outstanding.  This resulted in a loss to the Company of $350,000.  These shares were valued at market and amounted to $390,000.

On November 29, 2010, the company issued 400,000,000 restricted shares of its’ common stock to JLP & R Corp. in exchange for $40,000 in outstanding obligations. This resulted in a loss to the Company of $400,000.  These shares were valued at market and amounted to $440,000.

At December 31, 2010 and June 30, 2010, the company had 3,928,710,614 and 135,667,493 common shares issued and outstanding, respectively.

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

F-11

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

5. Related Party Transactions

During the year ended, June 30, 2010, funds were advanced to the Company by an officer for working capital needs in the amount of $59,938.

During the six month period ended, December 31, 2010, funds were advanced for working capital needs in the amount of $23,074. These amounts are non-interest bearing loans which are unsecured and have no stated terms for repayment.

6. Notes Payable

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 $30,000 in obligations outstanding. This resulted in a loss to the Company of $4,970,000. These shares were valued at the market and amounted to $5,000,000.

On October 18, 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 $80,000 in obligations outstanding. This resulted in a loss to the Company of $200,000. These shares were valued at the market and amounted to $280,000.

On October 20, 2010, the company issued 100,000,000 shares of its common stock to a former officer as satisfaction of $55,139 in outstanding liabilities. This resulted in a loss to the Company of $104,861. The shares issued in this transaction were valued at market and amounted to $160,000.

On November 8, 2010, the company issued 300,000,000 registered and free-trading shares of its’ common stock to Epic Worldwide, Inc. in exchange for $40,000 in obligations outstanding.  This resulted in a loss to the Company of $350,000.  These shares were valued at market and amounted to $390,000.

On November 29, 2010, the company issued 400,000,000 restricted shares of its’ common stock to JLP & R Corp. in exchange for $40,000 in outstanding obligations. This resulted in a loss to the Company of $400,000.  These shares were valued at market and amounted to $440,000.

At December 31, 2010, the Company transferred the accrued officer’s salaries for the quarter ended to promissory notes payable.  These notes bear interest at 12% and are unsecured and due on demand. The balance of these notes at December 31, 2010 and June 30, 2010 were $408,955 and $427,000, respectively.

7. Sale of Ownership interest

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

F-12

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the three and six months ended December 31, 2010

8. Termination of purchase of Goldleaf Gold interests

On August 6, 2010, the Company acquired the mineral interests belonging to Goldleaf Exploration, LLC.  The formal termination of this agreement occurred in the Company’s second quarter ended, December 31, 2010 and is reflected in these financial statements. The Company believes the termination of this activity is consistent with its’ change in direction.

9. Subsequent Events

Included as events occurring subsequent to December 31, 2010 through the date of this filing are the following:

On January 4, 2011, the Company issued 386,102 shares of its’ common stock pursuant to the anti-dilutive provisions.  These shares were valued at market and amounted to $57,915.

On January 4, 2011, pursuant to the Company’s agreement with Geldbach for the retirement of his note the Company issued 731,820 shares of its’ common  stock valued at the market price of $109,773 on the date of the transaction. There was $109,773 of loss on this transaction in accordance with the terms of the agreement.

On January 19, 2011, the company issued 800,000 shares of its’ common stock to JLP & R Corp. in exchange for $24,000 in obligations retired. These shares were valued at market and amounted to $80,000.

On January 31, 2011, the Company increased its authorized Common Stock from 5,000,000,000 shares to 7,000,000,000 shares.  To the date of these financial statements an additional 2,513,736,834 shares of the Company’s common stock have been issued or are issuable. These financial statements have been adjusted to reflect these changes.

On January 31, 2011, 1,554,776,150 shares of the Company’s common stock were obligated to be issued in accordance with the anti-dilutive provisions. These shares have not been issued as of the date of these financial statements.

F-13

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 AND SIX MONTHS ENDED DECEMBER 31, 2010 COMPARED TO THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2009

The Company had no operations for the three and six months ended December 31, 2010. Instead, it has been preparing to enter a field similar to a Business Development Company.  The net loss was $1,142,021 and $349,775 for the three months ended December 31, 2010 and 2009 respectively and $104,810,672 and $1,254,559 for the six months ended December 31, 2010 and 2009, respectively.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses decreased from $349,775 to $74,362 for the three months ended December 31, 2010 and 2009 respectively and increased from $1,254,450 in the six months ended December 31, 2009 to $98,755,419 for the six months ended December 31, 2010. This significant increase was due, primarily, to the results of valuation of anti-dilutive stock issued in the quarter ended September 30, 2010.  Operating expenses primarily consist of Officers’ Salaries, Professional fees and other general and administrative expenses that are paid to the current officers, accountants and attorneys throughout the year for performing various tasks, and office expenses. Officers’ Salaries decreased from $257,190 in the three months ended December 31, 2009 to $52,600 in the three months ended December 31, 2010 and decreased from $1,115,890 in the six months ended December 31, 2009 to $171,955 in the six months ended December 31, 2010.  Professional fees decreased from $64,417 in the three months ended December 31, 2009 to $18,000 in the three months ended December 31, 2010 and decreased from $100,667 in the six months ended December 31, 2009 to $19,500 in the six months ended December 31, 2010.  Additionally, there was a loss on the settlement of debt of $1,054,861 in the three months ended December 31, 2010 as compared with $0 for the three months ended December 31, 2009, and $6,024,861 in the six months ended December 31, 2010 as compared with $0 for the six months ended December 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2010 and June 30, 2010, we had $45 and $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 change in our operations. Cash provided or (used) by operations was $1,175 and $(577) for the six months ended December 31, 2009 and December 31, 2010, respectively, primarily for the payment of current officer’s salaries, legal and accounting expenses and other general and administrative expenses. There was another significant item during the six months ended December 31, 2010, in that the Company’s common stock was issued in exchange for retirement of certain significant obligations.  This item, saved the Company much-needed cash, but had a detrimental impact on the financial statements.  Whenever possible, the management has utilized common stock of the Company to fund such expenditures in order to minimize the cash required.  The Company intends to actively seek alternative sources of funding to continue as a going concern.

Net cash provided by financing activities was $0 during the six month periods ending December 31, 2010 vs. $0 during the same period ended December 31, 2009. While net cash provided by Investing Activities was $-0- for both periods ending December 31, 2010 and 2009, respectively.

14

ITEM 4. Controls and Procedures

The Company's Director, R. Lucas Hamilton 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 director(s), 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, 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.

15

ITEM 6. Exhibits

Exhibit	Description
31.1		Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-Q for the quarter ended December 31, 2010.
32.1		Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-Q for the quarter ended December 31, 2010.

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.

	All State Properties Holdings, Inc.
Date:  July 26, 2011	By:	/s/ R. Lucas Hamilton
		R. Lucas Hamilton
		CEO