Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2012 | Oct. 16, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | All State Properties Holdings, Inc. | |
Entity Central Index Key | 745,543 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 127,206 | |
Entity Common Stock, Shares Outstanding | 2,964,181,540 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,012 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2012 | Jun. 30, 2011 |
Current Assets: | ||
Cash and cash equivalents | ||
Total current assets | ||
Total assets | 0 | 0 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 4,675 | |
Accrued interest related parties | ||
Due to related parties | ||
Notes payable officers | ||
Total current liabilities | 4,675 | |
Total liabilities | 4,675 | |
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2012 and 2011, respectively | ||
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, 2,964,181,540 and 280,648,909 shares issued and outstanding June 30, 2012 and 2011, respectively | 296,418 | 28,065 |
Additional paid-in capital | 121,373,231 | 118,163,898 |
Accumulated deficit | (121,674,324) | (118,191,963) |
Total stockholders' deficit | (4,675) | |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2012 | Jun. 30, 2011 |
Statement of Financial Position [Abstract] | ||
Preferred stock - par value | $ 0.0001 | $ 0.0001 |
Preferred stock - shares authorized | 10,000,000 | 10,000,000 |
Preferred stock - shares issued | ||
Preferred stock - shares outstanding | ||
Common stock- par value | $ 0.0001 | $ 0.0001 |
Common stock- shares authorized | 7,000,000,000 | 7,000,000,000 |
Common stock- shares issued | 2,964,181,540 | 280,648,909 |
Common stock- shares outstanding | 2,964,181,540 | 280,648,909 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2012 | Jun. 30, 2011 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Officers' salaries | 216,555 | |
Professional fees | 69,460 | |
Office expense | ||
Investor relations expenses | ||
Other general and administrative expenses | 3,443,246 | 106,969,040 |
Total operating expenses | 3,443,246 | 107,255,055 |
Loss from operations | (3,443,246) | (107,255,055) |
Other income (expense) | ||
Loss on settlement of debt | (8,188,338) | |
Interest expense | (52,654) | |
Total other income (expense) | (8,240,992) | |
Net loss | $ (3,443,246) | $ (115,496,047) |
Basic and fully diluted loss per common share | $ (1.23) | |
Basic and fully diluted weighted average common shares outstanding | 2,518,156,995 | 93,992,492 |
Statement of Changes in Stockho
Statement of Changes in Stockholders Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Jun. 30, 2010 | 271,335 | |||
Beginning Balance, Amount at Jun. 30, 2010 | $ 27 | $ 2,110,703 | $ (2,695,916) | $ (11,345,599) |
Shares issued for promissory notes payable, shares | 56,600,000 | |||
Shares issued for promissory notes payable | $ 5,660 | 8,821,140 | 8,826,800 | |
Shares issued for anti-dilutive cause, shares | 223,777,574 | |||
Shares issued for anti-dilutive cause | $ 22,378 | 107,232,055 | 107,254,433 | |
Net loss | (11,549,604) | (115,496,047) | ||
Ending Balance, Shares at Jun. 30, 2011 | 280,648,909 | |||
Ending Balance, Amount at Jun. 30, 2011 | $ 28,065 | 118,163,898 | (118,191,963) | |
Shares issued for anti-dilutive cause, shares | 2,292,380,819 | |||
Shares issued for anti-dilutive cause | $ 229,238 | 3,209,333 | 3,438,571 | |
Stock dividend, shares | 391,151,812 | |||
Stock dividend | $ 39,115 | (39,115) | ||
Net loss | (3,443,246) | (3,443,246) | ||
Ending Balance, Shares at Jun. 30, 2012 | 2,964,181,540 | |||
Ending Balance, Amount at Jun. 30, 2012 | $ 296,418 | $ 121,373,231 | $ (121,674,324) | $ (4,675) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2012 | Jun. 30, 2011 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,443,246) | $ (115,496,047) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock issued for anti-dilutive clause | 3,438,571 | 107,254,433 |
Loss on extinquishment of debt | 8,188,338 | |
Changes in assets and liabilities | ||
(Increase) decrease in prepaid expenses | 4,675 | 52,276 |
Increase (decrease) in accounts payable | ||
Increase (decrease) in accrued liabilities | ||
Borrowings on related party payable | ||
Repayments on related party payable | ||
Net cash provided by (used in) operating activities | ||
Cash Flows from Financing Activities | ||
Net increase (decrease) in cash | ||
Cash and cash equivalents, beginning of period | ||
Cash and cash equivalents, end of period | ||
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Issuance of founder's shares | ||
Conversion of accounts payable to promissory note | ||
Conversion of accrued salaries to notes payable | ||
Shares of common stock issued for promissory note | $ 334,139 |
Organization, Description of Bu
Organization, Description of Business and Basis of Accounting | 12 Months Ended |
Jun. 30, 2012 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Basis of Accounting | 1. Organization, Description of Business, and Basis 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. 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 has limited assets, and is in the process of acquiring assets and changing business philosophies and, consequently, has no revenues. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, it was thus considered a Development Stage Company. In June 2014, the FASB amended ASC 915 to eliminate the defination of a development stage entity and eliminate the related presentation and disclosure requirements. This amendment to ASC 915 was effective for fiscal years beginning after December 31, 2014, and interim periods therein, with early adoption permitted. The Company has early adopted the amendments to ASC 915 and thus not presented development stage information. 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. Recent Accounting Pronouncements In November 2015, FASB issued Accounting Standards Update ("ASU") No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. Management does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows. In May 2014, FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, "Revenue Recognition," and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied using one of two retrospective methods and were originally set to be effective for annual and interim periods beginning after December 15, 2016. On July 9, 2015, the FASB modified ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. As modified, the FASB permits the adoption of the new revenue standard early, but not before the annual periods beginning after December 15, 2017. The Company will adopt the ASU A public organization would apply the new revenue standard to all interim reporting periods within the year of adoption. The effective date for the Company will be the first quarter of our fiscal year ending June 30, 2019. The Company is assessing the impact of adoption of the ASU. In February 2016, the FASB issued ASU No. 2016-02, "Leases" ("ASU 2016-02"). This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. The Company's current operating lease portfolio is primarily comprised of real estate leases. Upon adoption of this standard, we expect the Company's balance sheet to include a right of use asset and liability related to substantially all operating lease arrangements. The effective date for the Company will be the first quarter of our fiscal year ending June 30, 2020. Income Taxes The Company uses the asset and liability method of accounting for income taxes. At June 30, 2012 and 2011, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary 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 June 30, 2012, 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 carry forwards 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 has not yet adopted a policy regarding the payment of dividends. Fair Value of Financial Instruments The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets that are measured and recognized at fair value on a non-recurring basis: Level 1: None Level 2: None Level 3: None The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2012 and 2011, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future. 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 June 30, 2012 and 2011, the Company's 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 period presentation. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2012 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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: June 30 2012 2011 Income tax expense at statutory rate 229,543 (9,882 ) Valuation Allowance (229,543 ) 9,882 Income tax expense per books $ - $ - Net deferred tax assets consist of the following components as of June 30 2012 2011 Net Operating Loss Carryover 277,107 $ (9,882 ) Valuation Allowance (277,107 ) 9,882 Net Deferred Tax Asset $ - $ - The Company has a net operating loss carryover of $659,249 as of June 30, 2012 which expires beginning in 2026. 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 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 carry forwards 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 June 30, 2012 and 2011, 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 carry forwards 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 June 30, 2012 or 2011. |
Capital Stock
Capital Stock | 12 Months Ended |
Jun. 30, 2012 | |
Equity [Abstract] | |
Capital Stock | 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 June 30, 2012 and 2011. 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 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 from Belmont Partners, LLC, was issued 9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common 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 as founder's shares. On August 28, 2009, the Company executed a promissory note for $12,250 and pledged 12,250,000 shares of Unrestricted Common Stock as a result of transaction structure legal fees which occurred previously, and for which the Company was obligated. This obligation was satisfied on October 21, 2009. Shares of the Company's common stock have been valued at market on the date obligated and set aside. This transaction, while unusual, was believed by management to add value to the Company by the retention of a suitable financial and legal expert. 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 is valued at market. 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 is valued at market. In October, 2009, the Company issued 12,250,000 shares of Unrestricted Common Stock as satisfaction of a promissory note payable. As discussed above, this stock was obligated by the Company on August 28, 2009 and a demand promissory note payable 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 market value was used to value the stock when printed by the transfer agent. On December 29, 2009, the Company issued 993,000 Shares of anti-dilutive Restricted Common Stock pursuant to 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 is valued at market. 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 is valued at market. At June 30, 2010 and 2009, the company had 135,667,493 and 10,410,120 common shares issued and outstanding, respectively. The Company has no other classes of shares authorized for issuance. At June 30, 2010 and 2009, there were no outstanding stock options or warrants. In order to facilitate additional capitalization of the Company and fulfillment of certain debt obligations, the Company, on August 11, 2010, along with majority shareholder approval, authorized an increase in the number of authorized shares of common stock from Two Hundred Million (200,000,000) shares to Five Billion (5,000,000,000) shares. The Company, in order to fulfill those same debt obligations, issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. on August 26, 2010. The Company, in order to facilitate the fulfillment of those same debt obligations changed transfer agents to Madison Stock Transfer, Inc. on September 13, 2010. A majority interest in the Company's outstanding capital stock was acquired by EnergyOne Technologies, Inc. on September 20, 2010 in a purchase of all assets of the Company's majority shareholder, MB Consulting Services, LLC. The Company's new management, in an attempt to reduce the number of authorized shares authorized a decrease in authorized shares of its common stock on September 21, 2010. Paperwork was filed with the Secretary of State for Nevada, but it was later discovered that this transaction was not effective, so on September 30, 2010, the Company filed the appropriate paperwork to unravel the reduced common stock for the Company. |
Related Parties
Related Parties | 12 Months Ended |
Jun. 30, 2012 | |
Related Party Transactions [Abstract] | |
Related Parties | 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 $59,938. The amounts were non-interest bearing, unsecured, with no stated terms for repayment. Additionally, 800,000 shares of the Company's Common Stock was issued in exchange for a related party note payable in the amount of $26,577. In fiscal 2009, an additional $16,692 was advanced to the Company from related parties and $ 1,470 was repaid. The remaining advances and accrued interest, which totaled $35,372 were forgiven together which resulted in additional paid in capital. There was no gain or loss recorded on this debt forgiveness since it was with a related party. 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. The amounts are non-interest bearing, unsecured, with no stated terms for repayment. |
Notes Payable - Officers
Notes Payable - Officers | 12 Months Ended |
Jun. 30, 2012 | |
Debt Disclosure [Abstract] | |
Notes Payable - Officers | 6. Notes Payable - Officers During the year ended June 30, 2010, the Company transferred the accrued officer's salaries to promissory notes payable. These notes bear interest at 12% and are unsecured and due on demand. |