10-Q

		UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
		Washington, D. C. 20549
		Form 10-Q
	[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended December 31, 2012
		or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from _____ to _____
		Commission File Number: 000-12895
	All-State Properties Holdings, Inc.
		(Exact name of registrant as specified in its charter)
Nevada			32-0252180
(State or other jurisdiction of incorporation)			(IRS Employer Identification Number)
106 Glenwood Drive
Liverpool, New York			13090
(Address of principal executive offices and Zip Code)			(Zip Code)
		(315) 451-7515
		(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X]   NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X]     NO [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	[  ]	Accelerated Filer	[  ]
Non-accelerated Filer	[  ]	Smaller Reporting Company	[X]
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [X]    NO [  ]

	APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 17, 2017, there were 2,964,181,540 shares of the registrant's $0.0001 par value common stock issued and outstanding.

1

All-State Properties Holdings, Inc.
Form 10-Q
For the Fiscal Quarter Ended December 31, 2012
TABLE OF CONTENTS
		Page
Part I
Item 1	Financial Statements	3
Item 2	Management Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitave and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11
Part II
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	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	14
Signatures		15

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Table of Content

PART I - FINANCIAL INFORMATION
Item 1	Financial Statements
All-State Properties Holdings, Inc.
Financial Statements
For the Fiscal Quarter Ended December 31, 2012
TABLE OF CONTENTS
		Page
Balance Sheets (unaudited)		F-1
Statements of Operations (unaudited)		F-2
Statements of Cash Flows (unaudited)		F-3
Notes to the Financial Statements (unaudited)		F-4
F-1

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All State Properties Holdings, Inc.
Balance Sheets
(Unaudited)
	December 31,			June 30,
	2012			2012
Assets
Current Assets:
Cash and cash equivalents	$	-		$	-
Total current assets		-			-
Total assets	$	-		$	-
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	6,863		$	4,675
Accrued interest related parties		-			-
Due to related parties		-			-
Notes payable officers		-			-
Total current liabilities		6,863			4,675
Total liabilities		6,863			4,675
Stockholders' Deficit
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,
none issued and outstanding at December 31, and
June 30, 2012, respectively		-			-
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,
2,964,181,540 shares issued and outstanding at
December 31, and June 30, 2012, respectively		296,418			296,418
Additional paid-in capital		121,373,231			121,373,231
Accumulated deficit		(121,676,512	)		(121,674,324	)
Total stockholders' deficit		(6,863	)		(4,675	)
Total liabilities and stockholders' deficit	$	-		$	-

The accompanying notes are an integral part of these financial statements

 F-2

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Table of Content

All State Properties Holdings, Inc.
Statement of Operations
(Unaudited)
	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2012			2011			2012			2011
Revenues	$	-		$	-		$	-		$	-
Operating expenses
Officers' salaries		-			-			-			-
Professional fees		-			-			-			-
Office expense		-			-			-			-
Investor relations expenses		-			-			-			-
Other general and administrative expenses		1,094			1,169			2,188			3,440,909
Total operating expenses		1,094			1,169			2,188			3,440,909
Loss from operations		(1,094	)		(1,169	)		(2,188	)		(3,440,909	)
Other income (expense)
Loss on settlement of debt		-			-			-			-
Interest expense		-			-			-			-
Total other income (expense)		-			-			-			-
Net loss	$	(1,094	)	$	(1,169	)	$	(2,188	)	$	(3,440,909	)
Basic and fully diluted loss per common share	$	-		$	-		$	-		$	-
Basic and fully diluted weighted average
common shares outstanding		2,964,181,540			2,830,932,022			2,964,181,540			1,651,093,964

The accompanying notes are an integral part of these financial statements        

F-3               

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Table of Content

All State Properties Holdings, Inc.
Statement of Cash Flows
(Unaudited)
	For the Six Months Ended
	December 31,
	2012			2011
Cash Flows from Operating Activities:
Net loss	$	(2,188	)	$	(3,440,909	)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Stock issued for anti-dilutive clause		-			3,438,571
Loss on extinquishment of debt		-			-
Changes in assets and liabilities
(Increase) decrease in prepaid expenses		-			-
Increase (decrease) in accounts payable		2,188			2,338
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 Investing 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:
Conversion of related party debt		-			-

The accompanying notes are an integral part of these financial statements

F-4

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Table of Content

All State Properties Holdings, Inc.

Notes to Financial Statements

For the three months ended December 31, 2012

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

Business Organization

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

As of December 1, 2010 the Company began negotiations with targets for the purpose of acquiring the needed interest and performing Business Development activities.  The 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.

On January 31, 2011, the Company increased its authorized capital stock from 5,000,000,000 to 7,000,000,000 shares.  On April 5, 2011, the Company issued a 1 for 500 share reverse stock split.  These statements reflect the effects of this reverse split. 

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 definition 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 ("U.S. GAAP") consistently applied.

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2012 and notes thereto contained in our 10-K Annual Report

F5

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Table of Content

All State Properties Holdings, Inc.

Notes to Financial Statements

For the three months ended December 31, 2012

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

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

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At December 31, 2012 and June 30, 2012, 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 December 31, 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 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 and has not yet adopted a policy regarding the payment of dividends.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.

As of December 31, 2012 and June 30, 2012, the Company has no issued and outstanding warrants or options.

F-6

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Table of Content

All State Properties Holdings, Inc.

Notes to Financial Statements

For the three months ended December 31, 2012

Assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

Certain prior period amounts have been reclassified to conform to current presentation.

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. Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at December 31, 2012 and June 30, 2012.

At December 31, 2012 and June 30, 2012, the company had  2,964,181,540  and 2,964,181,540 common shares issued and outstanding, respectively.  These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.

The Company has no other classes of shares authorized for issuance. At December 31, 2012, and June 30, 2012, there were no outstanding stock options or warrants.

On February 17, 2009, Greenwich Holdings, LLC ("Greenwich), sold the Control Block back to Belmont Partners, LLC ("Belmont") in consideration of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back to the sole member of Greenwich, Joseph Passalaqua.  The Company executed a settlement and release agreement with Belmont wherein Belmont released the Company from all liabilities and claims arising from Belmont's purchase of the Control Block.

F-7

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Table of Content

 ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.

Forward Looking Statements

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

All State Properties Holdings, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  The company not commenced planned principal operations.  The Company has a June 30 year end. As of December 31, 2012, the issued and outstanding shares of common stock totaled 2,964,181,540.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

We are considered a start-up corporation. Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2012.

RESULTS OF OPERATIONS

Working Capital

	December 31,				June 30,
	2012				2012
Current Assets		$	-			$	-
Current Liabilities			6,863				(4,675	)
Working Capital (Deficit)			(6,863	)			(4,675	)

Cash Flows

	December 31,			Decemberr 31,
	2012			2011
Cash Flows from (used in) Operating Activities		$	-		$	-
Cash Flows from (used in) Financing Activities			-			-
Net Increase (decrease) in Cash During Period			-			-

10

Operating Revenues

We have generated revenues of $0 and $0 for the three months and six months ended December 31, 2012 and 2011.

Operating Expenses and Net Loss

Operating expenses for the three months ended December 31, 2012 were $1,094 compared with $1,169 for the three months ended December 31, 2011. The decrease in operating expenses was attributed to a decrease in other general and adminstrative expenses from $1,169 for the three months ended December 31, 2011 to $1,094 for the three months ended September 30, 2012.

Operating expenses for the six months ended December 31, 2012 were $2,188 compared with $3,440.909 for the six months ended December 31, 2011. The decrease in operating expenses was attributed to a decrease in general and adminstrative expenses from $3,440,909 for the six months ended December 31, 2011 to $2,188 for the six months ended September 30, 2012, primarily related to a decrease in the value of shares issued for services.

During the three months ended December 31, 2012, the Company recorded a net loss of $1,094. compared with net loss of $1,169 for the three months ended December 31, 2011. 

     During the six months ended December 31, 2012, the Company recorded a net loss of $2,188. compared with net loss of $3,440,909 for the six months ended December 31, 2011. 

 .    

Liquidity and Capital Resources

As at December 31, 2012, the Company's cash balance was $0 compared to cash balance of $0 as at June 30, 2012. As of December 31, 2012, the Company's total assets were $0 compared to total assets of $0 as at June 30, 2012.

As of December 31, 2012, the Company had total liabilities of $6,863 compared with total liabilities of $4,675 as at June 30, 2012.  The increase in total liabilities is attributed to an increase of account payable and accrued liabilities of $2,188.

As of December 31, 2012, the Company has a working capital deficit of $6,863 compared with working capital deficit of $101,369,186 at June 30, 2012 with the decrease in the working capital deficit attributed to the increases in stock issued for anti-dilutive clause, and on loss on extinquishment of debt.

Cashflow from Operating Activities

During the six months ended December 31, 2012 the Company used $0  of cash for operating activities compared to the use of $101,369,186 of cash for operating activities during the six months ended December 31, 2011.  The decreases in cash used in operations was a result of the Company's prior operations.

11

Cashflow from Financing Activities

During the six months ended December 31, 2012 and December 31, 2011, the Company did not receive any cash from financing activities.

Subsequent Developments

None

Going Concern

 We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

 The Company will consider selling securities in the future to fund operations.   There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

12

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally  accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have. 

 ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise.  Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee.  This weakness is due to the company's lack of working capital to hire additional staff.  To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

 ITEM 1.    LEGAL PROCEEDINGS

None

 ITEM 1A.    RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

 ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None

 ITEM 4.    MINE SAFETY DISCLOSURE.

Not Applicable

 ITEM 5.    OTHER INFORMATION.

None

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Table of Content

 ITEM 6.    EXHIBITS

 

Exhibit	Incorporated by reference			Filed
Number	Form	Date	Number	herewith

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document.	X
101.SCH	XBRL Taxonomy Extension – Schema.	X
101.CAL	XBRL Taxonomy Extension – Calculations.	X
101.LAB	XBRL Taxonomy Extension – Labels.	X
101.PRE	XBRL Taxonomy Extension – Presentation.	X
101.DEF	XBRL Taxonomy Extension – Definition.	X
Reports on Form 8-K:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 16th of October 2017.

ALL-STATE PROPERTIES HOLDINGS, INC.
(the "Registrant")
BY:	JOSEPH PASSALAQUA
	Joseph Passalaqua
	President, Principal Executive Officer,

15

EX-31

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION

302 OF THE SARBANES OXLEY ACT OF 2002

I, Joseph C. Passalaqua, certify that:

1.   I have reviewed this Form 10-Q for the quarter ended December 31,2012 of All-State Properties Holdings, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a 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.   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 our 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 fiscal 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.   I have disclosed, based on my 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.

Date:          October 16, 2017                                                                    /s/ Joseph C. Passalaqua

    Joseph C. Passalaqua

Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION

302 OF THE SARBANES OXLEY ACT OF 2002

I, Carman J. Carbona, certify that:

1.   I have reviewed this Form 10-Q for the quarter ended December 31, 2012 of All-State Properties Holdings, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a 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.   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 our 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 fiscal 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.   I have disclosed, based on my 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.

Date:          October 16, 2017                                                                   /s/Carman J. Carbona

    Carman J. Carbona

Principal Principal Financial Officer

EX-32.1

Exhibit 32.1

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 of All-State Properties Holdings, Inc. (the "Company") on Form 10-Q for the period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Joseph C. Passalaqua, Chief Executive Officer 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 Report 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 16thday of October, 2017.

/s/Joseph C. Passalaqua

       Joseph C. Passalaqua

Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Good Gaming, Inc., and will be retained All-State PropertiesHoldings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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 of All-State Properties Holdings, Inc. (the "Company") on Form 10-Q for the period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Carman J. Carbona, Chief Financial Officer 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 Report 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 16thday of October, 2017.

/s/Carman J, Carbona

        Carman J. Carbona

Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Good Gaming, Inc., and will be retained All-State PropertiesHoldings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2012	Oct. 17, 2017
Document And Entity Information
Entity Registrant Name	All State Properties Holdings, Inc.
Entity Central Index Key	0000745543
Document Type	10-Q
Document Period End Date	Dec. 31, 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 Common Stock, Shares Outstanding		2,964,181,540
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

Balance Sheets - USD ($)	Dec. 31, 2012	Jun. 30, 2012
Current Assets:
Cash and cash equivalents
Total current assets
Total assets	0	0
Current Liabilities:
Accounts payable and accrued liabilities	6,863	4,675
Accrued interest related parties
Due to related parties
Notes payable officers
Total current liabilities	6,863	4,675
Total liabilities	6,863	4,675
Stockholders' Deficit
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, and June 30, 2012, respectively
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, 2,964,181,540 shares issued and outstanding at December 31 and June 30, 2012, respectively	296,418	296,418
Additional paid-in capital	121,373,231	121,373,231
Accumulated deficit	(121,676,512)	(121,674,324)
Total stockholders' deficit	(6,863)	(4,675)
Total liabilities and stockholders' deficit	$ 0	$ 0

XML

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2012	Jun. 30, 2012
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	2,964,181,540
Common stock- shares outstanding	2,964,181,540	2,964,181,540

XML

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Revenues
Operating expenses
Officers' salaries
Professional fees
Office expense
Investor relations expenses
Other general and administrative expenses	1,094	1,169	2,188	3,440,909
Total operating expenses	1,094	1,169	2,188	3,440,909
Loss from operations	(1,094)	(1,169)	(2,188)	(3,440,909)
Other income (expense)
Loss on settlement of debt
Interest expense
Total other income (expense)
Net loss	$ (1,094)	$ (1,169)	$ (2,188)	$ (3,440,909)
Basic and fully diluted loss per common share
Basic and fully diluted weighted average common shares outstanding	2,964,181,540	2,830,932,022	2,964,181,540	1,651,093,964

XML

Statements of Cash Flows - USD ($)	6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash Flows from Operating Activities:
Net loss	$ (2,188)	$ (3,440,909)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock issued for anti-dilutive clause		3,438,571
Loss on extinquishment of debt
Changes in assets and liabilities
(Increase) decrease in prepaid expenses
Increase (decrease) in accounts payable	2,188	2,338
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:
Conversion of related party debt

XML

Organization, Description of Business and Basis of Accounting

6 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Organization, Description of Business and Basis of Accounting

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

Business Organization

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

As of December 1, 2010 the Company began negotiations with targets for the purpose of acquiring the needed interest and performing Business Development activities.  The 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.

On January 31, 2011, the Company increased its authorized capital stock from 5,000,000,000 to 7,000,000,000 shares.  On April 5, 2011, the Company issued a 1 for 500 share reverse stock split.  These statements reflect the effects of this reverse split. 

The Company's fiscal year end is June 30th.  The companyre-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.  InJune 2014, the FASB amended ASC 915 to eliminate the definition 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 ("U.S. GAAP") consistently applied.

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2012 and notes thereto contained in our 10-K Annual Report

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

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At December 31 ,2012 and June 30, 2012, 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 December 31 ,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 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 and has not yet adopted a policy regarding the payment of dividends.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.

As of December 31 ,2012 and June 30, 2012, the Company has no issued and outstanding warrants or options.

Assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

Certain prior period amounts have been reclassified to conform to current presentation.

XML

Going Concern

6 Months Ended

Dec. 31, 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.

XML

Capital Stock

6 Months Ended

Dec. 31, 2012

Equity [Abstract]

Capital Stock

3. Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at December 31, 2012 and June 30, 2012.

At December 31, 2012 and June 30, 2012, the company had  2,964,181,540  and 2,964,181,540 common shares issued and outstanding, respectively.  These shares reflect the 1 for 500 share reverse split which occurred April 5, 2011.

The Company has no other classes of shares authorized for issuance. At December 31, 2012, and June 30, 2012, there were no outstanding stock options or warrants.

On February 17, 2009, Greenwich Holdings, LLC ("Greenwich), sold the Control Block back to Belmont Partners, LLC ("Belmont") in consideration of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back to the sole member of Greenwich, Joseph Passalaqua.  The Company executed a settlement and release agreement with Belmont wherein Belmont released the Company from all liabilities and claims arising from Belmont's purchase of the Control Block.

XML

Organization, Description of Business and Basis of Accounting (Policies)

6 Months Ended

Dec. 31, 2012

Organization Description Of Business And Basis Of Accounting Policies

Business Organization

Business Organization

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

As of December 1, 2010 the Company began negotiations with targets for the purpose of acquiring the needed interest and performing Business Development activities.  The 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.

On January 31, 2011, the Company increased its authorized capital stock from 5,000,000,000 to 7,000,000,000 shares.  On April 5, 2011, the Company issued a 1 for 500 share reverse stock split.  These statements reflect the effects of this reverse split. 

The Company's fiscal year end is June 30th.  The companyre-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.  InJune 2014, the FASB amended ASC 915 to eliminate the definition 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

 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 ("U.S. GAAP") consistently applied.

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2012 and notes thereto contained in our 10-K Annual Report

Use of Estimates

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

Income Taxes

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At December 31 ,2012 and June 30, 2012, 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 December 31 ,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 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

Dividends

The Company and has not yet adopted a policy regarding the payment of dividends.

Earnings (Loss) per Share

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.

As of December 31 ,2012 and June 30, 2012, the Company has no issued and outstanding warrants or options.

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

Reclassification

Certain prior period amounts have been reclassified to conform to current presentation.

XML

Organization, Description of Business and Basis of Accounting (Details) - shares

Apr. 05, 2011

Dec. 31, 2012

Jun. 30, 2012

Jan. 31, 2011

Accounting Policies [Abstract]

Common stock- shares authorized

7,000,000,000

7,000,000,000

5,000,000,000

Reverse Stock Split

1 for 500 share reverse stock split

XML

Capital Stock (Details) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2012	Jun. 30, 2012
Stockholders' Deficit
Preferred stock - par value	$ 0.0001	$ 0.0001
Preferred stock - shares authorized	10,000,000	10,000,000
Common stock- shares issued	2,964,181,540	2,964,181,540
Common stock- shares outstanding	2,964,181,540	2,964,181,540
Stock options/warrants

XML

Capital Stock Additional (Details)	1 Months Ended
	Feb. 17, 2009 USD ($)
Business Combination, Step Acquisition [Abstract]
Acquisition price	$ 220,000
Consideration paid for acquisition