Nevada
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32-0252180
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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106 Glenwood Drive
Liverpool, New York
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13090
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(Address of principal executive offices)
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(Zip Code)
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☐
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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PART I
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Item 1.
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Business
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4
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Item 1A.
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Risk Factors
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7
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Item 1B.
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Unresolved Staff Comments
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7
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Item 2.
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Properties
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7
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Item 3.
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Legal Proceedings
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7
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Item 4.
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Mine Safety Disclosures
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7
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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10
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Item 6.
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Selected Financial Data
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10
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk`
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10
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Item 8.
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Financial Statements and Supplementary Data
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14
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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28
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Item 9A.
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Controls and Procedures
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28
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Item 9B.
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Other Information
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28
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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29
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Item 11.
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Executive Compensation
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31
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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32
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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33
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Item 14.
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Principal Accounting Fees and Services
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33
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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34
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SIGNATURES
|
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35
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All State Properties L.P., a limited partnership (the “Partnership”) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by its predecessor corporation, All State Properties, Inc. (the “Corporation”); and together with the Partnership, the “Company”. In March 2007 Hubei Longdan (Delaware), Inc. (“Longdan Delaware” and “Subsidiary”) was organized under the laws of the State of Delaware as a wholly-owned subsidiary of the Company. Longdan Delaware had only nominal assets and no liabilities and had conducted no activities except in connection with the transactions contemplated by the Acquisition Agreement. The Company together with Longdan Delaware referred to herein as the “Registrant”. Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to the Partnership, and the Corporation distributed such limited partnership interests to its shareholders. The Registrant was engaged since inception in land development and the construction and sale of residential housing in various parts of the eastern United States and in Argentina with its most recent transactions being in Florida.
Since August 1999, the Company’s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (“Tunicom”). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time, Tunicom’s only business was activities relating to its attempts to sell its only remaining asset, five acres of commercial and residential land in Broward County, Florida (the “Remaining Property”). For a description of the sale of the Remaining Property by Tunicom and the liquidating distribution by the Company, see Item 1(b)(i). Following the completion of the transactions described in Item 1(b)(ii) the Company became a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) because it has no or nominal operations and no or nominal assets (other than cash). In March 2007, the Company entered into an Acquisition Agreement which contemplates a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions are satisfied, including approval of the transaction by its partners (See Item 1(b)(ii)).
On November 2, 2007, the Company terminated the Acquisition Agreement based on the breach of its terms by Longdan.
On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").
On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement (the “Purchase Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC (“Belmont”), a Virginia limited liability company.
Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Agreement, brokers in the transaction received 1,150,000 units and Garry McHenry received 200,000 units as compensation as the new general partner. Greenwich then received their 50.001% or 4,471,000 Units of the Company. As of March 31, 2008, the outstanding Units issued totaled 8,809,065.
On May 29, 2008, our predecessor, All State Properties, L.P., a Delaware limited partnership (“ASP”), and All State Properties Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of ASP (“ASPH”), entered into an Agreement and Plan of Merger. On May 29, 2008, ASP merged with and into ASPH, so that ASP and ASPH became a single corporation named All State Properties Holdings, Inc. (the “Surviving Corporation”), which is a corporation and exists under, and is governed by, the laws of the State of Nevada (the “Merger”).
As a result of the Merger, all of the assets, property, rights, privileges, powers and franchises of ASP became vested in, held and enjoyed by the Surviving Corporation, the Surviving Corporation assumed all of the obligations of ASP and we changed our name from “All State Properties, L.P.” to “All State Properties Holdings, Inc.”
Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and By-laws of ASPH became the Certificate of Incorporation and By-laws of the Surviving Corporation.
In addition, each share of common stock of ASP that was issued and outstanding immediately prior to the Merger was converted into 1 issued and outstanding share of common stock of the Surviving Corporation (“Common Stock”), so that the holders of all of the issued and outstanding shares of common stock of ASP immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of ASPH owned by ASP immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.
All State Properties Holdings, Inc. 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 June 30, 2015, the issued and outstanding shares of common stock totaled 2,964,181,540.
(i) Remaining Property Sale
On December 19, 2006, Tunicom sold the Remaining Property and thereafter distributed the net sales proceeds to its members, including the Company, as a final liquidating distribution. After payment of certain debt and after setting aside a reserve for expenses, the Company distributed the remaining cash to its partners. Following the distribution, the Company has no assets.
(ii) Acquisition Agreement
The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (“Longdan”), a company organized under the laws of the People’s Republic of China (the “PRC”), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan’s shareholders in return for acquisition of the business of Longdan (the “Acquisition”). Longdan is engaged in the marketing and sale of pharmaceutical products in the PRC.
On March 14, 2007, the Company, Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (“Longdan International”), entered into an Acquisition Agreement (the “Acquisition Agreement”) pursuant to which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company.
Under the terms of the Acquisition Agreement, it is contemplated that the Company will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (“LIH”) and Longdan International will merge with and into Longdan Delaware. At the Merger Effective Time (as defined in the Acquisition Agreement), the shareholders of Longdan will be issued shares representing approximately eighty nine percent (89%) of the capital stock of the Company and the Company’s shareholders will hold shares representing approximately eleven percent (11%) of the capital stock of the Company, in each case, on an “as if converted basis”.
Longdan had agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and had also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007.
On October 31, 2007 Longdan advised the Company that it will not fulfill its contractual commitment to pay these expenses. Accordingly, by its letter to Longdan dated November 2, 2007, All-State terminated the Acquisition Agreement based on this breach.
(iii) Other Agreements
On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").
Under the terms of the Agreement, Belmont has agreed to pay to the Company the sum of Twenty Two Thousand Dollars ($22,000.00) (the “Loan”). As consideration for the Loan, the Company and Rosenthal have agreed to grant Belmont a promissory note to repay the Loan, Rosenthal has agreed to resign as the General Partner of the Company and Joseph Meuse will be appointed the General Partner. In addition, Belmont shall pay for the reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with this Agreement and all related agreements and transactions contemplated by the Agreement up to an amount not to exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Legal Expenses”). To the extent Belmont pays any Legal Expenses in accordance with the above, the Company agrees that any such amount shall be added to the Loan as additional principal thereunder. Immediately upon execution of this Agreement, Belmont loaned to the Company four thousand dollars ($4,000.00) to be applied against the Legal Expenses.
In fiscal 2008, Stanley Rosenthal and Richard Astley surrendered 100,000 and 29,950 partnership units, respectively, back to the company. The return of the units was related to the dismissal of notes receivable in fiscal 2007. The notes receivable were non-recourse and payable solely from the Company’s distributions.
On February 28, 2008, Greenwich Holdings, LLC (“Greenwich”), a New York limited liability company, entered into an agreement (the “Agreement”) with Belmont Partners, LLC, a Virginia limited liability company (“Belmont”),
Under the terms of the Agreement, Greenwich has agreed to purchase a control block in All-State Properties L.P., a Delaware limited partnership (the “Company” or “ASP”) consisting of approximately fifty and one-thousandth percent (50.001%) of the outstanding common units of the Company (the “Control Block”). In consideration for the Control Block, Greenwich agreed to pay the Company One Hundred Eighty Eight Thousand ($188,000.00) U.S. Dollars.
A copy of the Agreement entered into by and between Belmont and Greenwichwas attached as exhibit 10.1 to this Current Report on Form8-K filed on March 3, 2008.
On February 17, 2009, Greenwich, sold the Control Block back o Belmont in consideration of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back to the sole member of Greenwich, Joseph Passalaqua (“Passalaqua”). On February 3, 2017, Passalaqua transferred the Control Block to Sea Alive, Inc., a Wyoming corporation.
OUR BUSINESS
FISCAL YEAR ENDED JUNE 30, 2014:
|
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High
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Low
|
|
||
September 30, 2013
|
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$
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0.0001
|
|
|
$
|
0.0001
|
|
December 31. 2013
|
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$
|
0.0001
|
|
|
$
|
0.0001
|
|
March 31, 2014
|
|
$
|
0.0001
|
|
|
$
|
0.0001
|
|
June 30, 2014
|
|
$
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0.0001
|
|
|
$
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0.0001
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|
|
|
|
|
|
|
|
|
|
FISCAL YEAR ENDED JUNE 30, 2015:
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September 30, 2014
|
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$
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0.0001
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|
|
`
|
0.0001
|
|
December 31, 2014
|
|
$
|
0.0001
|
|
|
$
|
0.0001
|
|
March 31, 2015
|
|
$
|
0.0001
|
|
|
$
|
0.0001
|
|
June 30, 2015
|
|
$
|
0.0001
|
|
|
$
|
0.0001
|
|
Plan Category
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|
Number of
securities to be issued
upon exercise
of outstanding
options,
warrants and rights
|
|
|
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
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|||
Equity compensation plans approved by security holders
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None
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|
|
-
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|
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|
None
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|
Equity compensation plans not approved by security holders
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|
|
None
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|
|
|
-
|
|
|
|
None |
|
Total
|
|
|
None
|
|
|
|
-
|
|
|
|
None
|
|
During the year ended June 30, 2015, the Registrant had the following sale of unregistered securities:
None
June 30, | June 30, | |||||||
2015 | 2014 | |||||||
Current Assets | $ | - | $ | - | ||||
Current Liabilities | 17,800 | 13,425 | ||||||
Working Capital (Deficit) | (17,800 | ) | (13,425 | ) |
June 30, | June 30, | |||||||
2015 | 2014 | |||||||
Cash Flows from (used in) Operating Activities | $ | - | $ | - | ||||
Cash Flows from (used in) Financing Activities | - | - | ||||||
Net Increase (decrease) in Cash During Period | - | - |
YEAR ENDED JUNE 30, 2015 COMPARED TO YEAR ENDED JUNE 30, 2014
REVENUES
We have generated revenues of $0 and $0 for the years ended June 30, 2015 and 2014.
OPERATION AND ADMINISTATIVE EXPENSES
Operating expenses for the year ended June 30, 2015 were $4,375 compared with $4,375 for the year ended June 30, 2014.
During the year ended June 30, 2015, the Company recorded a net loss of $4,375, compared with net loss of $4,375 for the year ended June 30, 2014.
LIQUIDITY AND CAPITAL RESOURCES
As at June 30, 2015, the Company's cash balance was $0 compared to cash balance of $0 as at June 30, 2014. As of June 30, 2015, the Company's total assets were $0 compared to total assets of $0 as at June 30, 2014.
As of June 30, 2015, the Company had total liabilities of $17,800 compared with total liabilities of 13,425 as at June 30, 2014. The increase in total liabilities is attributed to an increase in accounts payable and accrued liabilities of $17,800 on June 30, 2015 from $13,425 on June 30, 2014.
As of June 30, 2015, the Company has a working capital deficit of $17,800 compared with working capital deficit of $13,425 at June 30, 2014 with the increase in the working capital deficit attributed to an increase in accounts payable and accrued liabilities from $13,425 on June 30, 2014 to $17,800 on June 30, 2015.
Cashflow from Operating Activities
|
Cashflow from Financing Activities
|
During the years ended June 30, 2015 and June 30, 2014, the Company did not receive any cash from financing activities.
|
Subsequent Developments
|
Going Concern
|
Report of Independent Registered Public Accounting Firm
|
|
|
14
|
|
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|
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|
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Balance Sheets
|
|
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15
|
|
|
|
|
|
|
Statements of Operations
|
|
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16
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|
|
|
|
|
|
Statements of Stockholders' Deficit
|
|
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17
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|
|
|
|
|
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Statements of Cash Flows
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|
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18
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|
|
|
|
|
|
Notes to the Financial Statements
|
|
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19
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|
61 Hopedale Drive SE
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|
P (732) 822-4427
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Bayville, NJ 08721 |
All State Properties Holdings, Inc.
|
||||||||
Balance Sheets
|
||||||||
June 30,
|
||||||||
2015
|
2014
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
-
|
$
|
-
|
||||
Total current assets
|
-
|
-
|
||||||
Total assets
|
$
|
-
|
$
|
-
|
||||
Liabilities and Stockholders' Deficit
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
17,800
|
$
|
13,425
|
||||
Accrued interest related parties
|
-
|
-
|
||||||
Due to related parties
|
-
|
-
|
||||||
Notes payable officers
|
-
|
-
|
||||||
Total current liabilities
|
17,800
|
13,425
|
||||||
Total liabilities
|
17,800
|
13,425
|
||||||
Stockholders' Deficit
|
||||||||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,
|
||||||||
none issued and outstanding at June 30, 2015 and 2014,
|
||||||||
respectively
|
-
|
-
|
||||||
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,
|
||||||||
2,964,181,540 shares issued and outstanding at June 30,
|
||||||||
2015 and 2014, respectively
|
296,418
|
296,418
|
||||||
Additional paid-in capital
|
121,373,231
|
121,373,231
|
||||||
Accumulated deficit
|
(121,687,449
|
)
|
(121,683,074
|
)
|
||||
Total stockholders' deficit
|
(17,800
|
)
|
(13,425
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
-
|
$
|
-
|
The accompanying notes are an integral part of these financial statements
|
||||||||
F-2 |
All State Properties Holdings, Inc.
|
||||||||
Statement of Operations
|
||||||||
For the Year Ended June 30,
|
||||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
-
|
$
|
-
|
||||
Operating expenses
|
||||||||
Officers' salaries
|
-
|
-
|
||||||
Professional fees
|
-
|
-
|
||||||
Office expense
|
-
|
-
|
||||||
Investor relations expenses
|
-
|
-
|
||||||
Other general and administrative expenses
|
4,375
|
4,375
|
||||||
Total operating expenses
|
4,375
|
4,375
|
||||||
Loss from operations
|
(4,375
|
)
|
(4,375
|
)
|
||||
Other income (expense)
|
||||||||
Loss on settlement of debt
|
-
|
-
|
||||||
Interest expense
|
-
|
-
|
||||||
Total other income (expense)
|
-
|
-
|
||||||
Net loss
|
$
|
(4,375
|
)
|
$
|
(4,375
|
)
|
||
Basic and fully diluted loss per common share
|
$
|
-
|
$
|
-
|
||||
Basic and fully diluted weighted average
|
||||||||
common shares outstanding
|
2,964,181,540
|
2,964,181,540
|
The accompanying notes are an integral part of these financial statements
|
||||||||
F-3
|
All State Properties Holdings, Inc.
|
||||||||||||||||||||||||||||
Statement of Changes in Stockholders' Deficit
|
||||||||||||||||||||||||||||
For the Years Ended June 30, 2014 and 2015
|
||||||||||||||||||||||||||||
Additional
|
||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance at June 30, 2013
|
-
|
-
|
2,964,181,540
|
296,418
|
121,373,231
|
(121,678,699
|
)
|
(9,050
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(4,375
|
)
|
(4,375
|
)
|
|||||||||||||||||||
Balance at June 30, 2014
|
-
|
-
|
2,964,181,540
|
296,418
|
121,373,231
|
(121,683,074
|
)
|
(13,425
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(4,375
|
)
|
(4,375
|
)
|
|||||||||||||||||||
Balance at June 30, 2015
|
-
|
$
|
-
|
2,964,181,540
|
$
|
296,418
|
$
|
121,373,231
|
$
|
(121,687,449
|
)
|
$
|
(17,800
|
)
|
The accompanying notes are an integral part of these financial statements
|
||||||||||||||||||||||||||||
F-4 |
All State Properties Holdings, Inc.
|
||||||||
Statement of Cash Flows
|
||||||||
For the Year Ended June 30,
|
||||||||
2015
|
2014
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(4,375
|
)
|
$
|
(4,375
|
)
|
||
Adjustments to reconcile net loss to net cash provided
|
||||||||
by (used in) operating activities:
|
||||||||
Issuance of common stock as share based compensation
|
-
|
-
|
||||||
Loss on extinquishment of debt
|
-
|
-
|
||||||
Changes in assets and liabilities
|
||||||||
Increase (decrease) in accounts payable
|
4,375
|
4,375
|
||||||
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 year
|
-
|
-
|
||||||
Cash and cash equivalents, end of year
|
-
|
-
|
||||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash transactions:
|
||||||||
Issuance of founder's shares
|
-
|
-
|
||||||
Conversion of accounts payable to promissory note
|
-
|
-
|
||||||
Conversion of accrued salaries to notes payable
|
-
|
-
|
||||||
Shares of common stock issued for promissory note
|
-
|
-
|
The accompanying notes are an integral part of these financial statements
|
||||||||
F-5
|
|
June 30 | |||||||
|
2015
|
2014
|
||||||
Income tax expense at statutory rate
|
229,543
|
(9,882
|
) | |||||
Valuation Allowance
|
(229,543
|
)
|
9,882
|
|
||||
Income tax expense per books
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Net deferred tax assets consist of the following components as of June 30
|
||||||||
|
2015
|
2014
|
||||||
Net Operating Loss Carryover
|
257,107
|
$
|
(9,882
|
) | ||||
Valuation Allowance
|
(257,107
|
)
|
9,882
|
|||||
Net Deferred Tax Asset
|
$
|
- |
$
|
- |
(1)
|
pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions .
|
(2)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
(3)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
|
|
|
|
|
|
|
|
NAME
|
|
AGE
|
|
POSITION
|
|
DIRECTOR SINCE
|
|
Joseph C. Passalaqua
|
|
68
|
|
Chief Executive Officer, Secretary and Director
|
|
2010
|
|
|
|
|
|
|
|
|
|
Carman J. Carbona
|
|
54
|
|
Chief Financial Officer and Director
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Salary
|
|
Position
|
||||
Joseph C. Passalaqua
|
|
$
|
0
|
|
|
|
As Chairman of the Board, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
|
|
|
Carman J. Carbona
|
|
$
|
0
|
|
|
|
As Chief Financial Officer and Director
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Nonequity
Incentive
Plan
Compen-
sation ($)
|
|
Non-
Qualified
Deferred
Compen-
sation
Earnings
($)
|
|
All
Other
Compen-
sation
($)
|
|
Total
($)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Joseph C. Passalaqua
|
2013
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0 |
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
(Principal Chief Executive Officer, President and Director)
|
2014
|
|
$
|
0
|
|
$ |
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carman J. Carbona
|
2013
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
(Secretary and Director)
|
2014
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES |
|
PERCENT OF
SHARES |
||||||||
NAME AND ADDRESS OF
|
|
TITLE
|
|
BENEFICIALLY
|
|
BENEFICIALLY
|
||||||
BENEFICIAL OWNER
|
|
OF CLASS
|
|
OWNED
|
|
OWNED
|
||||||
Joseph C. Passalaqua
|
|
|
Common
|
|
|
|
1,,692,117,623
|
|
|
|
57.279
|
%
|
106 Glenwood Drive
|
|
|
|
|
|
|
|
|
|
|
|
|
Liverpool, NY 13090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carman J. Carbona
|
|
|
Common
|
|
|
|
0
|
|
|
|
0
|
%
|
937 Old Seneca Turnpike
|
|
|
|
|
|
|
|
|
|
|
|
|
Skaneateles, NY 13152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and officers as a group (2 members)
|
|
|
Common
|
|
|
|
1,692,117,623
|
|
|
57.279
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
2014
|
|
Audit fees
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
Audit related fees
|
|
|
0
|
|
|
|
0
|
|
Tax fees
|
|
|
0
|
|
|
|
0
|
|
All other fees
|
|
|
0
|
|
|
|
0
|
|
31.1
|
Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer *
|
|
|
31.2
|
Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Office *
|
|
|
32.1
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|
|
|
32.2
|
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|
|
|
|
View Systems, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph C. Passalaqua
|
|
|
|
Joseph C. Passalaqua
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal executive officer)
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Joseph C. Passalaqua
|
|
Director, Chief Executive Officer and Secretary
|
|
October 17, 2017
|
Joseph C. Passalaqua
|
|
|
|
|
|
|
|
|
|
/s/ Carman J. Carbona
|
|
Director abd Chief Financial Officer
|
|
October 17, 2017
|
Carman J. Carbona
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Form 10-K for the year ended June 30, 2015 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.
|
1.
|
I have reviewed this Form 10-K for the year ended June 30, 2015 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.
|
(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.
|
(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.
|
Document and Entity Information - USD ($) |
12 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Oct. 16, 2017 |
|
Document And Entity Information | ||
Entity Registrant Name | All State Properties Holdings, Inc. | |
Entity Central Index Key | 0000745543 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 127,206 | |
Entity Common Stock, Shares Outstanding | 2,964,181,540 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2015 |
Balance Sheets - USD ($) |
Jun. 30, 2015 |
Jun. 30, 2014 |
---|---|---|
Current Assets: | ||
Cash and cash equivalents | ||
Total current assets | ||
Total assets | 0 | 0 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 17,800 | 13,425 |
Accrued interest related parties | ||
Due to related parties | ||
Notes payable officers | ||
Total current liabilities | 17,800 | 13,425 |
Total liabilities | 17,800 | 13,425 |
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2015 and 2014, respectively | ||
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, 2,964,181,540 shares issued and outstanding at June 30, 2015 and 2014, respectively | 296,418 | 296,418 |
Additional paid-in capital | 121,373,231 | 121,373,231 |
Accumulated deficit | (121,687,449) | (121,683,074) |
Total stockholders' deficit | (17,800) | (13,425) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2015 |
Jun. 30, 2014 |
---|---|---|
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 |
Statements of Operations - USD ($) |
12 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Officers' salaries | ||
Professional fees | ||
Office expense | ||
Investor relations expenses | ||
Other general and administrative expenses | 4,375 | 4,375 |
Total operating expenses | 4,375 | 4,375 |
Loss from operations | (4,375) | (4,375) |
Other income (expense) | ||
Loss on settlement of debt | ||
Interest expense | ||
Total other income (expense) | ||
Net loss | $ (4,375) | $ (4,375) |
Basic and fully diluted loss per common share | ||
Basic and fully diluted weighted average common shares outstanding | 2,964,181,540 | 2,964,181,540 |
Statement of Changes in Stockholders Deficit - USD ($) |
Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total |
---|---|---|---|---|---|
Beginning Balance, Shares at Jun. 30, 2013 | 2,964,181,540 | ||||
Beginning Balance, Amount at Jun. 30, 2013 | $ 296,418 | $ 121,373,231 | $ (121,678,699) | $ (9,050) | |
Net loss | (4,375) | (4,375) | |||
Ending Balance, Shares at Jun. 30, 2014 | 2,964,181,540 | ||||
Ending Balance, Amount at Jun. 30, 2014 | $ 296,418 | 121,373,231 | (121,683,074) | (13,425) | |
Net loss | (4,375) | (4,375) | |||
Ending Balance, Shares at Jun. 30, 2015 | 2,964,181,540 | ||||
Ending Balance, Amount at Jun. 30, 2015 | $ 296,418 | $ 121,373,231 | $ (12,168,744) | $ (17,800) |
Organization, Description of Business and Basis of Accounting |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Basis of Accounting | 1. Organization, Description of Business, and Basis of Accounting
Business Organization
All State Properties Holding, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation.
The Company's fiscal year end is June 30th.
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.
Recently Adopted Accounting Pronouncements
Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.
In June 2009, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The introduction of the Codification does not change GAAP and other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the our consolidated financial statements.
In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further Recently Issued Accounting Standards
Guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At June 30, 2015 and 2014, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.
As of June 30, 2011, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
Dividends
The Company has not yet adopted a policy regarding the payment of dividends.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table presents assets that are measured and recognized at fair value on a non-recurring basis:
Level 1: None
Level 2: None
Level 3: None
The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2015 and 2014, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future.
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss)
per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.
As of June 30, 2015 and 2014, the Company's has no issued and outstanding warrants or options.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification
Certain prior period amounts have been reclassified to conform to current period presentation. |
Going Concern |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise. This raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty. |
Income Taxes |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | 3. Income Taxes
The Company provides for income taxes asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:
The Company has a net operating loss carryover of $659,249 as of June 30, 2011 which expires in 2026. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
The Company has net operating loss carry forwards that were derived solely from operating losses from prior years. These amounts can be carried forward to offset future taxable income for a period of 20 years for each tax year's loss. No provision was made for federal income taxes as the Company has significant net operating losses.
At June 30, 2015 and 2014, the Company has established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets.
Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. The Company had no uncertain tax positions at June 30, 2015 or 2014. |
Capital Stock |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Equity [Abstract] | |
Capital Stock | 4. Capital
Stock
The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at June 30, 2015 and 2014.
On September 8, 2009, the Company increased the authorized Common Stock from 100,000,000 to 200,000,000 shares. These shares had an authorized par value of $0.0001. In conjunction with the conversion to a corporation, occurring during fiscal 2008, the Company issued 3,118,065 shares on a one for one basis for each partnership unit. Concurrent with that transaction 129,950 shares were retired. Additionally, 5,021,000 Founder's shares were issued in conjunction with the change in control of the Company.
Also occurring during fiscal 2008, the Company issued 800,000 shares of its' common stock in exchange for a note payable from a related party. No gain or loss was recorded on the settlement of this note due to its' related party nature.
Pursuant to the agreement with MB Consulting Services, LLC (hereinafter "MB Consulting") through which MB Consulting would acquire fifty and one one-thousandth percent (50.001%) of the anti-dilutive capital stock of the Company from Belmont Partners, LLC, was issued 9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common Stock as founder's shares after the change in control. Also, on September 22, 2009, the Company, in accordance with the agreement, issued 2,488,014 Shares of anti-dilutive Restricted Common Stock to Belmont Partners, LLC as founder's shares.
On August 28, 2009, the Company executed a promissory note for $12,250 and pledged 12,250,000 shares of Unrestricted Common Stock as a result of transaction structure legal fees which occurred previously, and for which the Company was obligated. This obligation was satisfied on October 21, 2009. Shares of the Company's common stock have been valued at market on the date obligated and set aside. This transaction, while unusual, was believed by management to add value to the Company by the retention of a suitable financial and legal expert.
On September 10, 2009, the Company issued 5,000,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 250,000 Shares of Restricted Common Stock in satisfaction of $20,000 to creditors. This transaction was contractual in nature and is valued at market.
On September 16, 2009, the Company issued 3,325,000 shares of Unrestricted Common Stock in satisfaction of $266,000 of additional obligations of the Company. This transaction was contractual in nature and is valued at market.
In October, 2009, the Company issued 12,250,000 shares of Unrestricted Common Stock as satisfaction of a promissory note payable. As discussed above, this stock was obligated by the Company on August 28, 2009 and a demand promissory note payable and hypothecation agreement were executed on that date. The Company set aside stock to cover the original debt of $12,250 since the demand promissory note was considered due, and the debt delinquent, at the time executed and market value was used to value the stock when printed by the transfer agent. On December 29, 2009, the Company
issued 993,000 Shares of anti-dilutive Restricted Common Stock pursuant to contractual obligations to the key officers of the
Company and 349,359 Shares of Restricted Common Stock as part of the purchase agreement with Belmont Partners. This transaction
was contractual in nature and is valued at market.
On June 23, 2010, the Company issued 600,000 shares of Restricted Common Stock in exchange for investor relations services. This transaction was contractual in nature and is valued at market.
At June 30, 2010 and 2009, the company had 135,667,493 and 10,410,120 common shares issued and outstanding, respectively.
The Company has no other classes of shares authorized for issuance. At June 30, 2010 and 2009, there were no outstanding stock options or warrants.
In order to facilitate additional capitalization of the Company and fulfillment of certain debt obligations, the Company, on August 11, 2010, along with majority shareholder approval, authorized an increase in the number of authorized shares of common stock from Two Hundred Million (200,000,000) shares to Five Billion (5,000,000,000) shares.
The Company, in order to fulfill those same debt obligations, issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. on August 26, 2010. The Company, in order to facilitate the fulfillment of those same debt obligations changed transfer agents to Madison Stock Transfer, Inc. on September 13, 2010.
A majority interest in the Company's outstanding capital stock was acquired by EnergyOne Technologies, Inc. on September 20, 2010 in a purchase of all assets of the Company's majority shareholder, MB Consulting Services, LLC.
The Company's new management, in an attempt to reduce the number of authorized shares authorized a decrease in authorized shares of its common stock on September 21, 2010. Paperwork was filed with the Secretary of State for Nevada, but it was later discovered that this transaction was not effective, so on September 30, 2010, the Company filed the appropriate paperwork to unravel the reduced common stock for the Company.
The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at March 31, 2013 and June 30, 2012.
At March 31, 2013 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 March 31, 2013, and June 30, 2012, there were no outstanding stock options or warrants.
|
Related Party |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party | 5. Related Party Transactions
During fiscal 2008, funds were advanced
to the Company by a former officer for working capital needs in the amount of $59,938. The amounts were non-interest bearing,
unsecured, with no stated terms for repayment. Additionally, 800,000 shares of the Company's Common Stock was issued in
exchange for a related party note payable in the amount of $26,577.
In fiscal 2009, an additional $16,692 was advanced to the Company from related parties and $ 1,470 was repaid. The remaining advances and accrued interest, which totaled $35,372 were forgiven together which resulted in additional paid in capital. There was no gain or loss recorded on this debt forgiveness since it was with a related party.
During the year ended, June 30, 2010, funds were advanced to the Company by an officer for working capital needs in the amount of $59,938. The amounts are non-interest bearing, unsecured, with no stated terms for repayment. |
Note Payable - Officer |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Note Payable - Officer | 6. Notes Payable - Officers
During the year ended June 30, 2010, the Company transferred the accrued officer's salaries to promissory notes payable. These notes bear interest at 12% and are unsecured and due on demand. |
Organization, Description of Business and Basis of Accounting (Policies) |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Organization Description Of Business And Basis Of Accounting Policies | |
Business Organization | Business Organization
All State Properties Holding, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation.
The Company's fiscal year end is June 30th. |
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 consistently applied. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements
Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.
In June 2009, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The introduction of the Codification does not change GAAP and other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the our consolidated financial statements.
In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards
Guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. |
Income Taxes | Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At June 30, 2015 and 2014, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.
As of June 30, 2015, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. |
Dividends | Dividends
The Company has not yet adopted a policy regarding the payment of dividends. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments
The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table presents assets that are measured and recognized at fair value on a non-recurring basis:
Level 1: None
Level 2: None
Level 3: None
The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2015 and 2014, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future. |
Earnings (Loss) per Share | Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss)
per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.
As of June 30, 2015 and 2014, the Company's has no issued and outstanding warrants or options. |
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 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 period presentation. |
Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provision for Income Taxes |
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Deferred tax assets |
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Organization, Description of Business and Basis of Accounting (Details) - $ / shares |
Apr. 05, 2011 |
Jun. 30, 2015 |
Jun. 30, 2014 |
May 29, 2008 |
---|---|---|---|---|
Accounting Policies [Abstract] | ||||
Common stock- par value | $ 0.0001 | $ 0.0001 | $ 0.001 | |
Reverse Stock Split | 1 for 500 share reverse stock split
|
Income Taxes - Provision for Income Taxes (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory rate | $ 229,543 | $ (9,882) |
Valuation Allowance | (229,543) | 9,882 |
Income tax expense per books |
Income Taxes - Deferred Tax Assets (Details) - USD ($) |
Jun. 30, 2015 |
Jun. 30, 2014 |
---|---|---|
Income Taxes - Deferred Tax Assets Details | ||
Net Operating Loss Carryover | $ 257,107 | $ (9,882) |
Valuation Allowance | (257,107) | 9,882 |
Net Deferred Tax Asset |
Income Taxes (Details Narrative) |
12 Months Ended |
---|---|
Jun. 30, 2015
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 39.00% |
Net operating loss carryover | $ 659,249 |
Expiration date | Jun. 30, 2026 |
Capital Stock (Details) - USD ($) |
2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 26, 2010 |
Sep. 10, 2009 |
Aug. 28, 2009 |
Oct. 01, 2009 |
Sep. 22, 2009 |
Sep. 16, 2009 |
Dec. 29, 2009 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2012 |
Jun. 23, 2010 |
Jun. 30, 2008 |
Aug. 11, 2010 |
Jun. 30, 2010 |
Sep. 08, 2009 |
Jun. 30, 2009 |
May 29, 2008 |
Sep. 07, 2007 |
|
Preferred stock - par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock - shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||
Common stock- shares authorized | 7,000,000,000 | 7,000,000,000 | 5,000,000,000 | 200,000,000 | 200,000,000 | 100,000,000 | ||||||||||||
Common stock- par value | $ 0.0001 | $ 0.0001 | $ 0.001 | |||||||||||||||
Common stock- shares issued | 2,964,181,540 | 2,964,181,540 | 135,667,493 | 10,410,120 | ||||||||||||||
Common stock- shares outstanding | 2,964,181,540 | 2,964,181,540 | 135,667,493 | 10,410,120 | ||||||||||||||
Stock options/warrants | ||||||||||||||||||
Shares issued for conversion to a corporation | 3,118,065 | |||||||||||||||||
Shares retired | 129,950 | |||||||||||||||||
Issuance of founder's shares | $ 5,021,000 | |||||||||||||||||
Shares issued for debt | 800,000 | |||||||||||||||||
Anti-dilutive Restricted Common Stock issued | 5,000,000 | 993,000 | ||||||||||||||||
Shares issued for debt, shares | 200,000,000 | 250,000 | 12,250,000 | 3,325,000 | 800,000 | |||||||||||||
Shares issued for debt, value | $ 20,000 | $ 12,250 | $ 266,000 | $ 26,577 | ||||||||||||||
Shares issued for purchase agreement. shares | 349,359 | |||||||||||||||||
Share issued for services, shares | 600,000 | |||||||||||||||||
Unrestricted Common Stock [Member] | ||||||||||||||||||
Shares issued for debt, shares | 12,250,000 | |||||||||||||||||
Shares issued for debt, value | $ 12,250 | |||||||||||||||||
MB Consulting [Member] | ||||||||||||||||||
Ownership | 50.001% | |||||||||||||||||
Anti-dilutive capital stock issued | 9,180,885 | |||||||||||||||||
Anti-dilutive Restricted Common Stock issued | 90,821,115 | |||||||||||||||||
Belmont Partners, LLC [Member] | ||||||||||||||||||
Anti-dilutive Restricted Common Stock issued | 2,488,014 |
Related Party (Details Narrative) - USD ($) |
12 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2010 |
Jun. 30, 2009 |
Jun. 30, 2008 |
|
Related Party Transactions [Abstract] | |||||
Advance from related party | $ 59,938 | $ 16,692 | $ 59,938 | ||
Payment for related party debt | 1,470 | ||||
Related party forgivement of debt | $ 35,372 |
Note Payable - Officer (Details Narrative) |
12 Months Ended |
---|---|
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Interest rate | 12.00% |
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