8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)
April 5, 2010

All State Properties Holdings, Inc.(Exact Name of Registrant as Specified in Its Charter)

                         Nevada

     ----------------------------------------------

     (State or Other Jurisdiction of Incorporation)

         000-12895                         32-0252180

------------------------     ---------------------------------

(Commission File Number)     (IRS Employer Identification No.)

6465 N. Quail Hollow Rd., Ste. 200,

Memphis, TN  38120-1417
(Address of Principal Executive Offices) (Zip Code)

(901) 271-3779
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words "anticipate," "believe,"

"estimate," "plan," "intend" and "expect" and similar expressions as they relate to All State Properties Holdings, Inc., or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, unexpected changes in market conditions, volatility in the commodities markets, and the ability to successfully reach agreement on acquisition terms. Except as required by the Federal Securities laws, the Company does not undertake any obligation to release publicly, any revisions to any forward-looking stat ements.

Item 8.01.  Other Events.

On April 5, 2010, the Company issued a press release entitled “All State Properties Holdings in Negotiations for OK & KS Oil & Gas Leases”  A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference.

On April 9, 2010, the Company issued a press release entitled “All State Properties Holdings reaches Agreement in Principal to purchase Oil & Gas Assets including Leases located in South East KS.” A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Registrant, dated April 5, 2010.
99.2	Press Release of Registrant, dated April 9, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ALL STATE PROPERTIES HOLDINGS, INC.
Date: May 13, 2010	By:	/s/ E. Robert Gates
		E. Robert Gates
		Chief Executive Officer

EX-99.1

All State Properties Holdings in Negotiations for OK & KS Oil & Gas Leases

Page 1 of 1

April 05, 2010 10:06 AM Central Daylight Time ~

All State Properties Holdings in Negotiations for OK & KS Oil & Gas Leases

MEMPHIS, Tenn.--(BUSINESS WIRE)--AII State Properties Holdings, Inc. (OTCBB: ATPT) today announced

that after an extensive search for properties that meet its criteria for future growth it is now involved in serious

negotiations with certain parties to acquire several thousand acres of Oil and Gas leases and production

 located in the states of Oklahoma and Kansas. The Company expects to announce the first Letter of Intent

 providing a period for due diligence sometime later this month. Further information regarding the leases will be

 made available at the time of the signing of the Letter of Intent documents.

About All State Properties Holdings, Inc.

All State Properties Holdings, Inc. (OTCBB: ATPT) is a publicly traded company whose objective is to seek out

and develop opportunities in the energy sector. It focuses on the acquisition, exploration, and development of

crude oil and natural gas reserves in North America through asset purchases or company transactions, and on

further developing those reserves to increase production. The company is based in Memphis, Tennessee.

Management believes that a balanced strategy of acquisitions coupled with increased production can rapidly

grow its reserve base and increase shareholder and company value.

All State Properties Holdings believes it is well prepared to succeed in both its geographic and strategic focus

areas based on the extensive oil and gas experience of its management team. This experience combined with

creative abilities has resulted in a long list of active projects to pursue in achieving the company's mission. For

further company information, please visit www.allstatepropertiesholdings.com.

One of our most important responsibilities is to communicate with shareholders in an open and direct manner.

Comments are based on current management expectations, and are considered "forward-looking statements, "

generally preceded by words such as ''plans,'' "expects, " "believes," "anticipates, " or "intends. " We cannot

promise future returns. Our statements reflect our best judgment at the time they are issued, and we disclaim

any obligation to update or alter forward-looking statements as the result of new information or future events.

All State Properties Holdings, Inc. urges investors to review the risks and uncertainties contained within its

filings with the Securities and Exchange Commission.

Contacts

For All State Properties Holdings, Inc.

Trinity Media Group, Inc.

Jamey Smith, 386-259-4094 (Office)

Permalink: http://www.businesswire.com/news/home/20 100405005765/en/State-Properties-Holdings-Negotiations-KS-Oil-Gas

EX-99.2

All State Properties Holdings reaches Agreement in Principal to purchase Oil & Gas Asse... Page 1 of 1

April 09, 2010 09:42 AM Central Daylight Time

All State Properties Holdings reaches Agreement in Principal to purchase Oil &

Gas Assets including Leases located in South East KS

MEMPHIS, Tenn.--(BUSINESS WIRE)--AII State Properties Holdings, Inc. (OTCBB: ATPT) today announced

that they have agreed in principle to purchase assets including leases with current oil and gas production and

ample reserves covering approximately 2,600 acres in the state of Kansas. Further information regarding the

leases will be made available at the time of the signing of the final documents.

About All State Properties Holdings, Inc.

All State Properties Holdings, Inc. (OTCBB: ATPT) is a publicly traded company whose objective is to seek out

and develop opportunities in the energy sector. It focuses on the acquisition, exploration, and development of

crude oil and natural gas reserves in North America through asset purchases or company transactions, and on

further developing those reserves to increase production. The company is based in Memphis, Tennessee.

Management believes that a balanced strategy of acquisitions coupled with increased production can rapidly

grow its reserve base and increase shareholder and company value.

All State Properties Holdings believes it is well prepared to succeed in both its geographic and strategic focus

areas based on the extensive oil and gas experience of its management team. This experience combined with

creative abilities has resulted in a long list of active projects to pursue in achieving the company's mission. For

further company information, please visit www.allstatepropertiesholdings.com.

One of our most important responsibilities is to communicate with shareholders in an open and direct manner.

Comments are based on current management expectations, and are considered "forward-looking statements, "

generally preceded by words such as ''plans,'' "expects, " "believes, " "anticipates, " or "intends. " We cannot

promise future returns. Our statements reflect our best judgment at the time they are issued, and we disclaim

any Obligation to update or alter forward-looking statements as the result of new information or future events.

All State Properties Holdings, Inc. urges investors to review the risks and uncertainties contained within its

filings with the Securities and Exchange Commission.

Contacts

For All State Properties Holdings, Inc.

Trinity Media Group, Inc.

Jamey Smith, 386-259-4094

Permalink: http://www.businesswire.com/news/home/20 100409005562/en/State-Properties-Holdings-reaches-Agreement-Principal

-purchase