10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q/A

——————

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended March 31, 2008
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 L.P.

(Exact name of registrant as specified in its charter)

———————

Delaware	000-12895	59-2399204
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

106 Glenwood Drive, South Liverpool, NY  13090

(Address of Principal Executive Office) (Zip Code)

315-451-7515

(Registrant’s telephone number, including area code)

P.O. Box 5524 Fort Lauderdale, FL 33310-5524

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

———————

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

					x	Yes	¨	No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer	¨	Accelerated filer	¨	Non-accelerated filer			x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).					x	Yes	¨	No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.    8,809,065
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
					¨	Yes	¨	No

1

ALL-STATE PROPERTIES L.P.

FORM 10-Q QUARTERLY REPORT

MARCH 31, 2008

INDEX

		PART I – FINANCIAL INFORMATION	PAGE
ITEM	1	Financial Statements	3 -10
ITEM	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM	3	Quantitative and Qualitative Disclosures About Market Risk	11
ITEM	4	Controls and Procedures	11
		Supplemental Information – Exhibit	12
		PART II – OTHER INFORMATION
ITEM	1	Legal Proceedings	13
ITEM	1A	Risk Factors	13
ITEM	2	Unregistered Sales of Equity Securities and Use of  Proceeds	13
ITEM	3	Defaults upon Senior Securities	13
ITEM	4	Submission of Matters to Vote of Security Holders	13
ITEM	5	Other Information	13
ITEM	6	Exhibits	13
		Signatures	14
Exhibit 31.1
Exhibit 32.1

2

ITEM 1 FINANCIAL STATEMENTS
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
MARCH 31, 2008 AND JUNE 30, 2007
	MARCH			JUNE
	31,			30,
	2008			2007
	(Unaudited)
ASSETS
Cash	$	130		$	28,134
LIABILITIES AND PARTNER CAPITAL (DEFICIENCY)
LIABILITIES:
Accounts payable and accrued liabilities		6,499			28,134
Notes payable		27,600			-
Accrued interest		577			-
TOTAL LIABILITIES		34,676			28,134
PARTNER CAPITAL (DEFICIENCY):
Partner Deficiency		(34,546	)		-
TOTAL LIABILITIES AND PARTNER CAPITAL (DEFICIENCY)	$	130		$	28,134
See accompanying notes

3

ALL-STATE PROPERTIES L.P.
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED MARCH  31, 2008 AND 2007
(UNAUDITED)
	THREE MONTHS						NINE MONTHS
	ENDED						ENDED
	March 31						March  31
	2008			2007			2008			2007
REVENUES:
Equity in income of real estate limited company - related party	$	-		$	3,613		$	-		$	215,349
Realization of deferred revenue								-			68,207
Interest		-			717			251			717
TOTAL REVENUE		-			4,330			251			284,273
COST AND EXPENSES:
General and administrative		5,168			17,163			34,220			44,551
Write-off of accrued interest receivable		-			969			-			49,392
Interest expense		520			5,464			577			11,052
TOTAL COST AND EXPENSES:		5,688			23,596			34,797			104,995
NET (LOSS) INCOME	$	(5,688	)	$	(19,266	)	$	(34,546	)	$	179,278
NET (LOSS)  INCOME PER PARTNERSHIP UNIT	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	0.06
CASH DISTRIBUTIONS PER UNIT	NONE			NONE			NONE				0.05
See accompanying notes

4

ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
NINE  MONTHS ENDED MARCH 31,
(UNAUDITED)
	2008			2007
CASH FLOW FROM OPERATING ACTIVITIES:
Cash paid for general and administrative expenses	$	(55,855	)	$	(65,074	)
Interest received		251			717
Interest paid		-			(23,860	)
CASH USED IN OPERATING ACTIVITIES		(55,604	)		(88,217	)
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from investing in real estate limited liability company-related party		-			458,050
CASH PROVIDED BY INVESTING ACTIVITES		-			458,050
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from notes payable		27,600			(173,000	)
Distribution to partners		-			(161,082	)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		27,600			(334,082	)
NET (DECREASE) INCREASE IN CASH		(28,004	)		35,751
CASH AT BEGINNING OF YEAR		28,134			961
CASH AT END OF PERIOD	$	130		$	36,712
RECONCILIATION OF NET (LOSS) INCOME TO NET CASH USED IN
OPERATING ACTIVITIES:
Net (loss) income	$	(34,546	)	$	179,278
ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET CASH USED
IN OPERATING ACTIVITIES:
Equity in (income) loss of real estate limited liability company- related party		-			(215,349	)
Recognition of deferred revenue		-			(68,207	)
Interest receivable write-off		-			49,392
Decrease in accounts payable		(21,635	)		(20,522	)
Total adjustments		(21,058	)		(267,495	)
CASH USED IN OPERATING ACTIVITIES	$	(55,604	)	$	(88,217	)
See accompanying notes

5

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)

1. BUSINESS

(a.) General Development of Business

All-State Properties L.P., a limited partnership (the “Partnership”) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by its predecessor corporation, All-State Properties, Inc. (the “Corporation”); and together with the Partnership, the “Company”. In March 2007 Hubei Longdan (Delaware), Inc. (“Longdan Delaware” and “Subsidiary”) was organized under the laws of the State of Delaware as a wholly-owned subsidiary of the Company. Longdan Delaware has only nominal assets and no liabilities and has conducted no activities except in connection with the transactions contemplated by the Acquisition Agreement (See item 1(b)(ii)). The Company together with Longdan Delaware referred to herein as the “Registrant”. Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to the Partnership, and the Corporation distributed such limited partnership interests to its shareholders. The Registrant was engaged since inception in land development and the construction and sale of residential housing in various parts of the eastern United States and in Argentina with its most recent transactions being in Florida.

Since August 1999, the Company’s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (“Tunicom”). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time, Tunicom’s only business was activities relating to its attempts to sell its only remaining asset, five acres of commercial and residential land in Broward County, Florida (the “Remaining Property”). For a description of the sale of the Remaining Property by Tunicom and the liquidating distribution by the Company, see Item 1(b)(i). Following the completion of the transactions described in Item 1(b)(ii) the Company became a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) because it has no or nominal operations and no or nominal assets (other than cash). In March 2007, the Company entered into an Acquisition Agreement which contemplates a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions are satisfied, including approval of the transaction by its partners (See Item 1(b)(ii)).

On November 2, 2007, the Company terminated the Acquisition Agreement based on the breach of its terms by Longdan.

On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").

Under the terms of the Agreement, Belmont has agreed to pay to the Company the sum of Twenty Two Thousand Dollars ($22,000.00) (the “Loan”).  As consideration for the Loan, the Company and Rosenthal have agreed to grant Belmont a promissory note to repay the Loan, Rosenthal has agreed to resign as the General Partner of the Company and Joseph Meuse will be appointed the General Partner.  

6

LL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)

1.  BUSINESS – Continued

(a.) General Development of Business - Continued

In addition, Belmont shall pay for the reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with this Purchase Agreement and all related agreements and transactions contemplated by the Agreement up to an amount not to exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Legal Expenses”). To the extent Belmont pays any Legal Expenses in accordance with the above, the Company agrees that any such amount shall be added to the Loan as additional principal thereunder. Immediately upon execution of this Agreement, Belmont loaned to the Company a deposit of four thousand dollars ($4,000.00) to be applied against the Legal Expenses.

On January 3, 2008, Stanley Rosenthal surrendered 100,000 partnership units back to the company in exchange for a dismissal of a note receivable that was non-recourse and payable solely from the Company’s distributions.

On February 13, 2008, Richard Astley surrendered 30,000 partnerships units back to the company in exchange for a dismissal of a note receivable that was non-recourse and payable solely from the Company’s distributions.

On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement (the “Purchase Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC (“Belmont”), a Virginia limited liability company.

Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Agreement, brokers in the transaction received 1,150,000 units and Garry McHenry received 200,000 units as compensation as the new general partner. Greenwich then received their 50.001% or 4,471,000 Units of the Company.  As of March 31, 2008, the outstanding Units issued totaled 8,809,065.

(b.) Narrative Description of Business

(i) Remaining Property Sale

On December 19, 2006, Tunicom sold the Remaining Property and thereafter distributed the net sales proceeds to its members, including the Company, as a final liquidating distribution. After payment of certain debt and after setting aside a reserve for expenses, the Company distributed the remaining cash to its partners. Following the distribution, the Company has no assets.

(ii) Acquisition Agreement

The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (“Longdan”), a company organized under the laws of the People’s Republic of China (the “PRC”), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan’s shareholders in return for acquisition of the business of Longdan (the “Acquisition”). Longdan is engaged in the marketing and sale of pharmaceutical products in the PRC.

On March 14, 2007, the Company, Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (“Longdan International”), entered into an Acquisition Agreement (the “Acquisition Agreement”) pursuant to which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company. The Company will account for the transaction as a reverse merger.

7

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)

1.  BUSINESS – Continued

(ii) Acquisition Agreement - Continued

Under the terms of the Acquisition Agreement, it is contemplated that the Company will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (“LIH”) and Longdan International will merge with and into Longdan Delaware. At the Merger Effective Time (as defined in the Acquisition Agreement), the shareholders of Longdan will be issued shares representing approximately eighty nine percent (89%) of the capital stock of the Company and the Company’s shareholders will hold shares representing approximately eleven percent (11%) of the capital stock of the Company, in each case, on an “as if converted basis”.

Longdan had agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and had also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007.

On October 31, 2007 Longdan advised the Company that it will not fulfill its contractual commitment to pay these expenses. Accordingly, by its letter to Longdan dated November 2, 2007, All-State terminated the Acquisition Agreement based on this breach.

(iii) Other Agreements

On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").

Under the terms of the Agreement, Belmont has agreed to pay to the Company the sum of Twenty Two Thousand Dollars ($22,000.00) (the “Loan”).  As consideration for the Loan, the Company and Rosenthal have agreed to grant Belmont a promissory note to repay the Loan, Rosenthal has agreed to resign as the General Partner of the Company and Joseph Meuse will be appointed the General Partner. In addition, Belmont shall pay for the reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with this Agreement and all related agreements and transactions contemplated by the Agreement up to an amount not to exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Legal Expenses”). To the extent Belmont pays any Legal Expenses in accordance with the above, the Company agrees that any such amount shall be added to the Loan as additional principal thereunder. Immediately upon execution of this Agreement, Belmont loaned to the Company four thousand dollars ($4,000.00) to be applied against the Legal Expenses.

(iv)  

Registrant has no plans for any new products.

(v)   

Registrant holds no patents, trademarks, etc.

(vi)  

No part of Registrant’s business is subject to significant seasonal variation.

(vii)  

Registrant currently has no working capital available.

(viii)

No portion of Registrant’s business involved government contracts.

(ix)

Registrant incurs no research and development expenses.

(x)

Registrant employs no employees.

8

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)

1.  BUSINESS – Continued

(iii) Other Agreements - Continued

On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement (the “Purchase Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC (“Belmont”), a Virginia limited liability company.

Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Purchase Agreement, brokers in the transaction received 1,150,000 units and Garry McHenry received 200,000 units as compensation as the new general partner. Greenwich then received their 50.001% or 4,471,000 Units of the Company.  As of March 31, 2008, the outstanding Units issued totaled 8,809,065.

9

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)

2. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation in all material respects, of the information contained therein. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed financial statements are read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007. The preparation of condensed financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assess and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates.

3. NOTES PAYABLE

On December 20, 2007, Belmont Partners lent the Company $22,000 to pay for outstanding and reasonable legal costs and expenses incurred by the Company. Belmont has also agreed to additionally pay up to $10,000 of additional legal expenses and such amount will be added to the outstanding principal loan amount. As of March 31, 2008, $4,000 of this additional funding has been loaned to the Company. Interest accrues at a rate of eight percent (8%) per annum. The principal loan amount and accrued interest is payable on the fifteenth (15 th ) day following written demand by Belmont. If all or a portion of the principal amount or any additional advance under this note or any interest payable shall not be paid when due, the overdue amount will bear interest at ten percent (10%) per annum. Joseph Meuse is a Partner and Managing Director of Belmont and the former General Partner of the Company .   Stanley Rosenthal, also a former General Partner, advanced $ 1,600 to the Company in February 2008.

4. BUSINESS CONTINUITY

These financial statements have been prepared on a going concern basis. The Company has $130 on hand as of March 31, 2008 and such cash will be used to pay general and administrative expenses. The Company had no operations for the quarter and nine months ended March 31, 2008 and a working capital deficit of $ (34,546) as of March 31, 2008.  As a change to what was previously disclosed in filings with the Securities and Exchange Commission the Company’s current intention is seek viable acquisition candidates and not dissolve. The Company is actively seeking alternative sources of funding to continue as a going concern.

10

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – ALL-STATE PROPERTIES L.P.

The following discussion and analysis of our financial condition, results of operations, liquidity and capital resources should be read in conjunction with our financial statements and notes thereto.

THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31, 2007

The Company had no operations for the three months ended March 31, 2008 and March 31, 2007. The net loss was $(5,688) and $(19,266) for March 31, 2008 and 2007, respectively.

NINE MONTHS ENDED MARCH 31, 2008 COMPARED TO NINE MONTHS ENDED MARCH 31, 2007

The Company had no operations for the nine months ended March 31, 2008 and March 31, 2007. The net loss was $(34,546) for the nine months ended March 31, 2008.  The net income was $179,278 for the nine months ended March 31, 2007, which was the result of income earned from its investment in the real estate limited liability company in that quarter and the realization of deferred revenue.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended March 31, 2008 and March 31, 2007, cash used in operations was $55,604 and $88,217, respectively, primarily for the payment of general and administrative expenses. Since the Company has no operating revenues, funds were advanced from a related party. The Company will actively seek alternative sources of funding to continue as a going concern.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4 CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including the general partner, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of period covered by this report. Based on that evaluation, the general partner concluded that these disclosure controls and procedures were effective. 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.

11

ALL-STATE PROPERTIES L.P.

 (A LIMITED PARTNERSHIP)

EXHIBIT - - COMPUTATION OF NET INCOME (LOSS) PER PARTNERSHIP UNIT NINE MONTHS

ENDED MARCH 31,

		2008		2007
Partnership units outstanding		8,809,065		3,118,303
Net (Loss) Income	$	(34,546)	$	179,278
Net (Loss) Income Per Partnership Unit	$	(0.00)	$	0.06

12

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

PART II - OTHER INFORMATION

ITEM 1 Legal Proceedings

None

ITEM 1A Risk Factors

There have been no material changes from the risk factors disclosed in All-State Properties L.P. Form 10-K.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

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

ITEM 3 Defaults upon Senior Securities

There were no defaults by Registrant on its senior securities during the quarter covered by this report.

ITEM 4 Submission of Matters to Vote of Security Holders

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

ITEM 5 Other Information

None.

ITEM 6 Exhibits

(10a)

Termination of a Definitive Agreement by and among All-State Properties L.P., Hubei Longdan (Delaware), Inc., Hubei Longdan Biological Medicine Technology Co., Ltd. and Longdan International, Inc. (File No. 0-12895) dated November 2, 2007 and incorporated herein by reference.

(10b)

On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with All-State Properties L.P., a Delaware limited partnership (the “Company” or "ASP") and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").(File No. 0-12895) dated December 20, 2007 and incorporated herein by reference.

(10c)

On March 3, 2008, Greenwich Holdings, LLC (“Greenwich”), a New York  limited liability company, entered into an agreement (the “Agreement”) with All-State Properties L.P., a Delaware limited partnership (the “Company” or "ASP") and Joseph Meuse, an individual resident of the State of Virginia ("Meuse").(File No. 0-12895) dated March 3, 2008 and incorporated herein by reference.

(31) Section 302 Certification of our Chief Financial Officer

(32) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

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 L.P.
Date:  May 20, 2008	By:	/s/ Garry McHenry
		Garry McHenry
		General Partner

14

EX-31.1

Exhibit 31.1                                                        

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

CERTIFICATION

SECTION 302 CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER

I, Garry McHenry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of All-State Properties L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrants certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. As the registrants certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Garry McHenry

Garry McHenry

General Partner

May 20, 2008

EX-32.1

Exhibit 32.1                                                      

ALL-STATE PROPERTIES L.P.

(A LIMITED PARTNERSHIP)

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of All-State Properties L.P., (the "Company") for the quarterly period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof, I, Garry McHenry, General Partner of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Garry McHenry

Garry McHenry

General Partner

May 20, 2008