UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Amendment No. 1
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended: September 30, 2010 |
Or | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from: _____________ to _____________ | |
All State Properties Holdings, Inc.
(Exact name of registrant as specified in its charter)
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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)
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Securities registered pursuant to Section 12(b) of the Act:
3,617,794,954
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 ¨ NO x
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 ¨ NO x
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 company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
YES ¨ NO x
The aggregate market value of the common stock held by non-affiliates of Registrant was $ 1,030.804, as of October 28, 2010 based on the last sale price of $.0012 for each share of common stock on such date. As of October 28, 2010, there were 3,617,794,954 shares outstanding.
EXPLANATORY NOTE
Explanation of Amendment No. 1 on Form 10-Q/A for the quarter ended September 30, 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 September 30, 2010, as initially filed with the Securities and Exchange Commission on November 3, 2010 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 AMENDMENT TO QUARTERLY REPORT
September 30, 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 | |
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| PART II. – OTHER INFORMATION |
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ITEM | 6. | Exhibits |
| 15 | |
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| Signatures |
| 15 | |
Exhibit 31.1 |
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32.1 |
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All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 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.
On September 20, 2010, EnergyOne Technologies, Inc. acquired all the assets of MB Consulting Services, LLC, of which the assets included majority ownership of All State Properties Holdings, Inc. with a purchase agreement entitled Limited Liability Company Ownership Purchase Agreement. Under the terms of the Purchase Agreement, MB Consulting Services, LLC (the “Seller”), sold to EnergyOne Technologies, Inc. (the “Buyer”) all assets of Seller, which included 2,500,500,000 shares of the Company, which was approximately 90 percent (90%) of the issued and outstanding capital of the Company for Fifty Thousand dollars ($50,000) plus an agreement to pay a debt owed to Belmont by Seller.
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.
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.
F-6
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010
1. Organization, Description of Business, and Basis of Accounting (Cont.)
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At September 30, 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.
As of September 30, 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 September 30, 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.
F-7
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010
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. Restatement
The Company is restating its’ financial statements for the quarters 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 September 30, 2010 , and as well as the effects on the Statements of Operations. The effects of this restatement for the quarter ended September 30, 2010 , decreased Officers’ Salaries $4,438,388, decrease Investor relations expense by $1,776,249, increase Other General & Administrative Expenses by $98,535,638, record a loss on settlement of debt on the amount of $4,970,000 and decrease interest expense in the amount of $70,674. Finally, Additional Paid In Capital increased by $97,291,026.
F-8
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010
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F-9
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010
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F-10
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 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 September 30, 2010 and 2009.
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.
At September 30, 2010 and June 30, 2010, the company had 2,928,710,614 and 135,667,493 common shares issued and outstanding.
The Company has no other classes of shares authorized for issuance. At September 30, 2010 and June 30, 2010, there were no outstanding stock options or warrants.
5. Related Party Transactions
During the year ended June 30, 2010, funds were advanced to the Company by a former officer for working capital needs in the amount of $59,938.
During the three month period ended, September 30, 2010, funds were advanced for working capital needs in the amount of $22,075. 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.
7. Sale of Ownership interest
On September 20, 2010, a majority interest of the Company was acquired by EnergyOne Technologies, Inc. The ownership of the Company by EnergyOne Technologies, Inc., was subsequently transferred to Mr. Francis Zubrowski in a pass-through transaction. Due to health concerns, Mr. Zubrowski, then transferred his interest back to EnergyOne Technologies, Inc. in a non-profit pass-through transaction.
F-11
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010
8. Termination of purchase of Goldleaf Gold interests
On August 6, 2010, the Company acquired the mineral interests belonging to Goldleaf Exploration, LLC. However, there was a provision allowing for the obligations of the agreement to be terminated in the event of a major change in ownership of the Company. The acquisition and subsequent transfer was such a transaction and management is in the process of formalizing the termination. This formal termination should occur in the Company’s second quarter ended, December 31, 2010. These financial statements reflect the termination of this agreement.
9. Subsequent Events
Included as events occurring subsequent to September 30, 2010 through the date of this filing are the following:
The Company’s new management, in a belief that a reduction in the number of authorized shares would be in the best interest of the Company, began the process of reducing the number of authorized shares. This process was terminated when the new management decided to keep the shares the same.
On August 6, 2010, the Company acquired the mineral interests belonging to Goldleaf Exploration, LLC. However, there was a provision allowing for the obligations of the agreement to be terminated in the event of a major change in ownership of the Company. The acquisition and subsequent transfer was such a transaction and management is in the process of formalizing the termination. This formal termination will be occur in the Company’s second quarter ended, December 31, 2010. These financial statements reflect the termination of this agreement.
On October 18, 2010, the company issued common stock in the amount of 400,000 registered and free-trading shares to Epic Worldwide, Inc. in exchange for obligations retired. These shares were valued at the market and amounted to $280,000.
On October 20, 2010, the company issued 200,000 shares of its common stock to a former officer as satisfaction of an outstanding liability. The shares issued in this transaction were valued at market and amounted to $160,000.
On November 8, 2010, the company issued 600,000 registered and free-trading shares of its’ common stock to Epic Worldwide, Inc. in exchange for obligations retired. These shares were valued at market and amounted to $390,000.
On November 29, 2010, the company issued 800,000 restricted shares of its’ common stock to JLP & R Corp. in exchange for obligations retired. These shares were valued at market and amounted to $440,000.
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.
F-12
All State Properties Holdings, Inc.
(a Development Stage Enterprise)
Notes to Financial Statements
For the three months ended September 30, 2010
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 February 3, 2011, the company issued 400,000 shares of its’ common stock to JLP & R Corp. in exchange for $12,000 in obligations retired. These shares were valued at market and amounted to $40,000.
On February 11, 2011, the company issued 2,215,163 shares of common stock to the founders pursuant to anti-dilutive provisions. These shares were valued at market and amounted to $221,516.
On February 17, 2011, the Company issued 470,324 shares of its’ common stock pursuant to the anti-dilutive provisions. These shares were valued at market and amounted to $47,032.
On February 17, 2011, pursuant to the Company’s agreement with Geldbach for the retirement of his note, the Company issued 424,066 shares of its’ common stock valued at the market price of $42,407 on the date of the transaction. There was $42,407 of loss on this transaction in accordance with the terms of the agreement.
On March 3, 2011, the Company issued a promissory note payable to Frank Ikerd in the amount of $12,000, bearing interest at 10% and was due in 60 days.
At March 31, 2011, 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 March 31, 2011 and June 30, 2010 were $417,555 and $427,000, respectively.
On April 5, 2011, the Company issued at 1 for 500 share reverse stock split. These financial statements reflect the results of that split.
On April 22, 2011, the Company issued 192,864,014 shares of common stock to the founders pursuant to the anti-dilutive provisions. These shares were valued at market and amounted to $2,601,018.
On April 22, 2011, the company issued 53,000,000 shares of its’ common stock in exchange for the cancellation of debt having a value of $53,000. These shares were valued at market and amounted to $2,650,000.
On April 22, 2011, the Company issued 21,500,000 restricted shares to its’ Chief Executive officer.
There were no additional significant subsequent events through the date these financial statements were issued.
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 MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2009
The Company had minimal operations for the three months ended September 30, 2010 vs. September 30, 2009, as it was beginning the process of changing operational philosophies. The net loss was $103,668,651 and $904,675 for the three months ended September 30, 2010 vs. September 30, 2009, respectively.
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses increased from $904,675 in the three months ended September 30, 2009 to $98,681,057 in the three months ended September 30, 2010. Whenever possible, the previous management utilized common stock or notes payable of the Company to fund such expenditures in order to minimize the cash required. Operating expenses primarily consist of Officer’s Salaries, Investor Relations and Other General and Administrative Expenses that are paid to the current and immediate past officers, investment relations firms for performing various tasks, and current and immediate past officers for the retirement of debts. Officers’ Salaries decreased from $858,700 for the three months ended September 30, 2009 to $119,355 for the three months ended September 30, 2010. Investor Relations Expenses increased from $9,531 in the three months ended September 30, 2009 to $10,756 in the three months ended September 30, 2010; and Other General and Administrative Expenses increased from $48 in the three months ended September 30, 2009 to $98,536,738 in the three months ended September 30, 2010 and reflected an adjustment for valuation of anti-dilutive stock issue.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2010 and June 30, 2010, we had $43 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 costs of our operations. During the three months ended September 30 2010 and September 30, 2009, cash provided by (used in) operations was $(579) and $703, respectively, primarily for the payment of current officer’s salaries, investor relations and other general and administrative expenses. Whenever possible, the previous management utilized common stock of the Company to fund such expenditures in order to minimize the cash required. The Company will actively seek alternative sources of funding to continue as a going concern.
Net cash provided by investing activities was $0 during the three month periods ending September 30, 2010 and September 30, 2009.
Net cash provided by financial activities for the three month period ending September 30, 2010 was $0 compared with net cash provided in financing activities of $0 for the three months ended September 30, 2009.
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.
ITEM 6. Exhibits
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Exhibit | Description | |||
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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 September 30, 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 September 30, 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.
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| All State Properties Holdings, Inc. | |
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Date: July 26, 2011 | By: | /s/ R. Lucas Hamilton |
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| R. Lucas Hamilton |
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| CEO |