PETRO USA, INC. - FORM 10-K/A - November 13, 2009

Attached files

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EX-32 - SECTION 906 CERTIFICATION - PETRO USA, INC.	section906.htm
EX-31 - SECTION 302 CERTIFICATION - PETRO USA, INC.	section302certification.htm

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

o TRANSITION REPORT UNDER 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 (State or other jurisdiction of incorporation or organization)		59-2300204 (I.R.S. Employer Identification No.)

6465 N. Quail Hollow Dr., Ste. 200 Memphis, TN (Address of principal executive offices)		38120 (Zip Code)

Registrant’s telephone number, including area code (901) 271-3779

Securities registered pursuant to Section 12(b) of the Act:

132,124,129

Securities registered pursuant to Section 12(g) of the Act:

Title of Class

Common Stock, $.0001 par value per share

Securities registered pursuant to Section 12(g) of the Exchange Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. x

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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o

Non-accelerated filero		Smaller reporting company x
(Do not check if a 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 o No x

The aggregate market value of the common stock held by non- affiliates of Registrant was $ 4,794,426, as of November 11, 2009, based on the last sale price of $0.20 for each share of common stock on such date. As of November 11, 2009, there were 132,124,129 shares outstanding.

EXPLANATORY NOTE

All State Properties Holdings, Inc. (the “Company”) is filing this Amendment (the “Amendment”) to its Annual Report on Form 10-K/A for the fiscal year ended June 30, 2009 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “Commission”) on October 13, 2009, solely for the purpose of revising Items 7, 8, and 9A in response to comments made by the Financial Industry Regulatory Agency (“FINRA”). In addition, the Company is also including Exhibits 23.1, 31.1 and 32.1, which are required by the filing of this Amendment. This Amendment amends and supplements these parts of the Original Filing only. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other disclosure contained therein in any way.

ALL-STATE PROPERTIES HOLDINGS, INC.

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED JUNE 30, 2009

I N D E X


			Page
PART I.
	Item 1.	Business	1
	Item 1A.	Risk Factors	5
	Item 1B.	Unresolved Staff Comments	5
	Item 2.	Properties	5
	Item 3.	Legal Proceedings	5
	Item 4.	Submission of Matters to a Vote of Security Holders	5
PART II.
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
	Item 6.	Selected Financial Data	7
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
	Item 8.	Financial Statements and Supplementary Data	F-1
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
	Item 9A.	Controls and Procedures	25
	Item 9B.	Other Information	26
PART III.
	Item 10.	Directors, Executive Officers and Corporate Governance	26
	Item 11.	Executive Compensation	27
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
	Item 14.	Principal Accountant Fees and Services	28
	Item 15.	Exhibits and Financial Statement Schedules	28
Signatures			29

A Note About Forward-Looking Statements

This report (including the foregoing “Description of Business” and the section below entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements that involve risks and uncertainties. You should exercise extreme caution with respect to all forward-looking statements contained in this report. Specifically, the following statements are forward-looking:

• statements regarding our overall strategy for expansion of our company, including without limitation our intended markets and future products;

• statements regarding our research and development efforts;

• statements regarding the plans and objectives of our management for future operations, including, without limitation, plans to explore oil & gas reserves, properties, and businesses along with the size and nature of the costs we expect to incur and the people and services we may employ;

• statements regarding the future of our company, our competition or regulations that may affect us;

• statements regarding our ability to compete with third parties;

• any statements using the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar words; and

• any statements other than historical fact.

We believe that it is important to communicate our future expectations to our shareholders. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions, including, without limitation, the factors listed in “Risks Associated with Our Business.” Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Should any one or more of these or other risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this report. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur.

Any person or entity may read and copy our reports filed with the Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at HTTP://WWW.SEC.GOV where reports, proxies and informational statements on public companies may be viewed by the public.

PART I.

ITEM 1. BUSINESS

(a) General Development of Business

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

Since August 1999, the Company’s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (“Tunicom”). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time,

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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").

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

On 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.

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.

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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 shares 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, 2008, the issued and outstanding shares of common stock totaled 8,809,115.

(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

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

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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.

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). Greenwich then received their 50.001% or 4,471,000 Units of the Company. In conjunction with the change in control, 129,950 shares were retired and an additional 5,021,000 shares were issued. As of March 31, 2008, the outstanding Units issued totaled 8,809,115.

On May 29, 2008 All State Properties LLP, a Delaware limited liability, company entered into a merger with All State Properties Holdings, Inc., a Nevada Corporation and ceased to exist under the terms of the merger. As of June 30, 2008, the issued and outstanding shares of common stock totaled 8,809,115.

On August 24, 2009, the majority shareholders of the Company terminated Mr. Mark Kinser as Director, President and Secretary of the Company. Mr. Joseph Meuse, who currently served as a Director of the Company, was appointed as interim President and Secretary of the Company.

On August 27, 2009 the Company entered into an agreement with MB Consulting Services, LLC and Belmont Partners, LLC through which MB Consulting would acquire approximately fifty and one one-thousandth percent (50.001%) of the capital stock of the company.

On August 28, 2009, Mr. Joseph Meuse appoints Dr. E. Robert Gates to the Board of Directors as Director, and as President and Secretary of the Company. Subsequently on September 14, 2009, Mr. Joseph Meuse resigned from all positions within the Company.

(iv.) Registrant has no plans for any new products.

(v.) Registrant holds no patents, trademarks, etc.

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

(vii.) Registrant’s only present source of working capital is the cash in bank.

(viii.) No portion of Registrant’s business involved government contracts.

(viiii.) Registrant incurs no research and development expenses.

(x.) Registrant employs no employees.

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ITEM 1A. RISK FACTORS

We are a smaller reporting company and therefore not required to provide this information in our Form 10-K/A.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We have a short term lease for our corporate offices. Other than that we do not own or lease any property.

ITEM 3. LEGAL PROCEEDINGS

Neither we, nor any of our affiliates, are involved in any lawsuit, the disposition of which would have a material effect upon either our results of operations, financial position, or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II.

ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Public Market for Common Stock

Our common stock is quoted on the OTC Bulletin Board under the symbol "ATPT.OB." The following table sets forth the range of quarterly high and low sales prices of the common stock as reported on October 12, 2009 for the periods indicated:

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Price Information*
Financial Quarter Ended	High	Low
September 30, 2007	0.15	0.10
December 31, 2007	0.20	0.03
March 31, 2008	0.19	0.09
June 30, 2008	0.12	0.12

September 30, 2008	0.19	0.12
December 31, 2008	0.14	0.06
March 31, 2009	0.10	0.06
June 30, 2009	0.08	0.05

* The quotations do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The source of the high and low sales price information is Nasdaq.com.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Shareholders.

As of June 30 2009, there were 1,145 shareholders of record of 8,809,115 shares of common stock issued and outstanding.

On May 29, 2008, Pursuant to the merger and dissolution of All-State Properties L.P., one unit of partnership interest became one share of common stock in All State Properties Holding, Inc. However, until the stockholders submitted their stock certificates for exchange and had taken other necessary steps, they would not become shareholders.

Dividends.

We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.

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Equity Compensation Plan Information.

The following table sets forth certain information as of October 12, 2009, with respect to compensation plans under which our equity securities are authorized for issuance:


	(a)	(b)	(c)
	_________________	_________________	_________________
	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))

Equity compensation	None
Plans approved by
Security holders

Equity compensation	None
Plans not approved
By security holders
Total

Recent Sale of Unregistered Securities.

During the year ended June 30, 2009, had the following sale of unregistered securities:


None

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’). These shares of our Common Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a ‘public offering’ as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a ‘public offering.’ Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS ALL-STATE PROPERTIES HOLDINGS, INC.

Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:


-	discuss our future expectations;
-	contain projections of our future results of operations or of our financial condition; and
-	state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

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Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our consolidated balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

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

YEAR ENDED JUNE 30, 2009 COMPARED TO YEAR ENDED JUNE 30, 2008

REVENUES

Our total revenue decreased by $0, or approximately 0%, from $0 in the year ended June 30, 2008 to $0 in the year ended June 30, 2009. No increase or decrease occurred during the past year. However, it is believed that the change in direction announced by management of All State Properties Holdings, Inc. will result in the beginning of a revenue stream. All State Properties Holdings, Inc. has had no business operations since inception.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses decreased by $36,476 or approximately 70%, from $52,138 in the year ended June 30, 2008 to $15,662 in the year ended June 30, 2009. Operating expenses primarily consist of Professional fees that are paid to accountants and attorneys throughout the year for performing various tasks, and Office expenses. Professional fees decreased by $34,987 or approximately 70%, from $50,095 in the year ended June 30, 2008 to $15,108 in the year ended June 30, 2009. Office expenses decreased by $1,228 or approximately 80%, from $1,533 in the year ended June 30, 2008 to $305 in the year ended June 30, 2009. The bulk of the decrease in expense was due to a decrease in professional fees when comparing the same period in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity and capital resource needs are to finance the costs of our operations. As of June 30, 2009, we had $0 cash on hand, compared to $100 as of June 30, 2008.

We believe that we will continue to need investing and financing activities to fund operations.

Net cash used in operating activities was $15,332 during the twelve-month period ended June 30, 2009, mainly representative of the amount of indebtedness due a related party during 2009. This compares to net cash used in operating activities of $71,693 for the twelve-month period ended June 30, 2008.

Net cash provided by investing activities was $0 during twelve-month period ended June 30, 2009, mainly representing the proceeds from distributions from the investment in the LLC. This compares to net cash provided by investing activities of $0 for the twelve-month period ended June 30, 2008.

Net cash provided by financial activities was $15,222 during twelve-month period ended June 30, 2009, mainly representing the proceeds from related party notes. This compares to net cash provided from financing activities of $43,659 for the twelve-month period ended June 30, 2008.

Our expenses to date are largely due to professional fees associated with accountant and attorney costs.

We believe that our results of operations will be insufficient to provide us with the necessary funds to satisfy our liquidity needs for the next 12 months and additional investing and financing activities will be required.

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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

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Index to Financial Statements
June 30, 2009 & 2008
		Page
		Number

Report of Independent Registered Public Accounting Firm		1

Financial Statements:

	Balance Sheets as of June 30, 2009 and 2008	2

	Statements of Operations for the years ended June 30, 2009 and 2008
	and from Re-entry into Development Stage (July 1, 2007)
	to June 30, 2009	3

	Statement of Changes in Shareholders' Deficit
	for the years ended June 30, 2009 and 2008
	and from Re-entry into Development Stage (July 1, 2007)
	to June 30, 2009	4

	Statement of Cash Flows for the years ended June 30, 2009 and 2008
	and from Re-entry into Development Stage (July 1, 2007)
	to June 30, 2009	5

	Notes to Financial Statements	6 to 14

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

All State Properties Holdings, Inc.

We have audited the accompanying balance sheets of All State Properties Holdings, Inc. (the “Company”) (a development stage company) as of June 30, 2009 and 2008 and the related statements of operations, shareholders' equity and cash flows for the twelve month periods then ended and the period from entry into the development stage (July 1, 2007) through June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All State Properties Holdings, Inc. as of June 30, 2009 and 2008 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

November 12, 2009

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All State Properties Holdings, Inc.
( A Development Stage Enterprise)

Balance Sheet
June 30, 2009 and 2008

					June 30,
Assets					2009		2008
Current assets
	Cash and cash equivalents			$	-	$	100
			Total current assets		-		100


			Total assets	$	-		100

Liabilities and Shareholders' Deficit
Liabilities
	Accounts payable and accrued liabilities				8,728		8,329
	Due to related parties				-		17,900
		Total Current Liabilities			8,728		26,229


Stockholders' equity (deficit)

	Preferred Stock,$0.0001 par value 10,000,000 shares authorized,
		none issued at June 30, 2009 and 2008			-		-
	Common stock; par value $0.0001; 100,000,000 shares authorized;
	8,809,115 shares issued and outstanding at June 30, 2009 & 2008				881		881
	Additional paid-in capital				61,068		25,696
	Accumulated deficit during the development stage				(70,677)		(52,706)
		Total stockholders' deficit			(8,728)		(26,129)


			Total liabilities and stockholders' equity (deficit)	$	-	$	100

The accompanying notes are an integral part of these financial statements.

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All State Properties Holdings, Inc., Inc.
( A Development Stage Enterprise)
Statements of Operations
For the Years Ended June 30, 2009 and 2008
and from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009
								From Re-entering
								Development Stage
								( July 1, 2007)
				Year Ended June 30,				to
				2009		2008		June 30, 2009

Revenues			$	-	$	-	$	-

Operating expenses
	Professional Fees			15,108		50,095		65,203
	Office Expense			305		1,533		1,838
	Other General & Administrative Expenses			249		510		759
		Total operating expenses		15,662		52,138		67,800
Income (loss) from operations				(15,662)		(52,138)		(67,800)
Other income (expense)
	Interest income			-		251		251
	Interest Expense			(2,309)		(819)		(3,128)
		Total other income (expense)		(2,309)		(568)		(2,877)
Income (loss) before provision for income taxes				(17,971)		(52,706)		(70,677)
Provision (Benefit) for income taxes				-		-		-
Net income (loss)			$	(17,971)	$	(52,706)	$	(70,677)

Basic and fully diluted loss per common share:
	Earnings (loss) per common share			$ (0.00)		$ (0.01)
Basic and fully diluted weighted average
	common shares outstanding			8,809,115		7,385,176

The accompanying notes are an integral part of these financial statements.

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All State Properties Holdings, Inc., Inc.
( a Development Stage Enterprise)
Statement of Changes in Stockholders' Equity (Deficit)
For the Years Ended June 30, 2009 and 2008
and from Re-entering Development Stage (July 1, 2007) to June 30, 2009



							Additional
	Partnership		Preferred Stock		Common Stock		Paid In	Accumulated
	Units	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Total

Balance at June 30, 2007	3,118,065	$ -	-	$ -	-	$ -	$ -	$ -	$ -

Partnership Conversion to Corporation	(3,118,065)		-		3,118,065	312	(312)		-
Common Stock shares retired					(129,950)	(13)	13		-
Founder's shares issued					5,021,000	502	(502)		-
Common Stock issued for related party note					800,000	80	26,497		26,577

Net Loss	-	-	-	-	-	-	-	(52,706)	(52,706)

Balance at June 30, 2008	-	$ -	-	$ -	8,809,115	$ 881	$ 25,696	$ (52,706)	$ (26,129)

Debt Forgiveness by related party							35,372		35,372
Net Loss	-	-	-	-	-	-	-	(17,971)	(17,971)

Balance at June 30, 2009	-	$ -	-	$ -	8,809,115	$ 881	$ 61,068	$ (70,677)	$ (8,728)










The accompanying notes are an integral part of these financial statements.

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All State Properties Holdings, Inc., Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
For the Years Ended June 30, 2009 and 2008
and from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

							From Re-entering
							Development Stage
							( July1, 2007)
					Year Ended June 30,		to
					2009	2008	June 30, 2009

Cash Flows Provided (Used) By Operating Activities
	Net income (loss)				$ (17,971)	$ (52,706)	$ (70,677)
	Adjustments to reconcile net income (loss) to net cash
		provided from (used by) operating activities:
			Increase (decrease) in accounts payable		399	(19,805)	(19,406)
			Increase in accrued liabilities		2,250	818	3,068
				Net cash provided from (used by) operating activities	(15,322)	(71,693)	(87,015)

Cash Flows Provided (Used) By Investing Activities					-	-	-

Cash Flows Provided (Used) By Financing Activities
	Borrowings on related party notes payable				16,692	43,659	60,351
	Repayments on related party notes payable				(1,470)	-	(1,470)
		Net cash provided from (used by) financing activities			15,222	43,659	58,881

Net increase (decrease) in cash and cash equivalents					(100)	(28,034)	(28,134)
Cash and cash equivalents, beginning of period					100	28,134	28,134
Cash and cash equivalents, end of period					$ -	$ 100	$ -

Supplemental disclosure of Cash Flow Information
	Interest paid during the period				$ -	$ -	$ -

Non-Cash Transactions
	Note forgiveness by related party				$ (35,372)	$ -	$ (35,372)

	Partnership conversion to Corporation					(312)	(312)
	Shares of Common Stock retired					13	13
	Issuance of founder's shares					(502)	(502)
	Shares of Common Stock issued for note payable					26,577	26,577

The accompanying notes are an integral part of these financial statements.
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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Organization, Description of Business, and Basis of Accounting

Business Organization

All State Properties L.P., a limited 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. All State Properties Holdings, 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, having a par value of $0.0001 per share of the Partnership was converted into one issued and outstanding share of Common Stock having a par value of $0.0001 of the Company.

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. In accordance with the AICPA’s Statement of Financial and Accounting Services Statement No.7, it is considered a Development Stage Company.

Accounting Basis

These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America consistently applied.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. There were no cash equivalents at June 30, 2009 or 2008.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated over the estimated useful lives of the assets. The cost of maintenance and repairs is expensed as incurred. At June 30, 2009 and 2008, the Company has no property and equipment.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years.

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Summary of Significant Accounting Policies (Cont.)

Development Stage Enterprise

The Company entered the development stage and became a development stage enterprise in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 7, Accounting and Reporting by Development Stage Entities, as of July 1, 2007 and 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.

We adopted the Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurement on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 clarifies that 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, SFAS No. 157 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 FASB’s SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an Amendment of SFAS 115 became effective for us on January 1, 2008. SFAS 159 establishes a fair value option that 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 twelve months ended June 30, 2009, there were no applicable items on which the fair value option was elected. SFAS 159 may impact our consolidated financial statements in the future.

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Summary of Significant Accounting Policies (Cont.)

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

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, 2009 and 2008, the Company’s has no issued and outstanding warrants or options, and as a result diluted earnings per share is equal to basic earnings per share.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123 (R), “Share-Based Payment.” SFAS No. 123 (R) , generally requires share-based payments to employees, including grants of employee stock options and other equity awards, to be recognized in the statement of operations based on their fair values. Thus, the Company records compensation expense for all share-based awards granted, based on the grant date fair value estimated in accordance with the provisions of SFAS 123 (R) .

The Company adopted SFAS 123 (R) using the modified prospective method, which requires that compensation expense for the portion of awards for which the requisite service has not yet been rendered and that are outstanding as of the adoption date be recorded over the remaining service period. Prior to the adoption of SFAS No. 123 (R) , the Company had no share-based compensation arrangements. Accordingly, no prior periods have been restated, the impact of SFAS 123 (R) is not presented, and no pro forma amounts are presented had the Company recognized stock-based compensation in accordance with SFAS No. 123 (R) .

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Summary of Significant Accounting Policies (Cont.)

Stock Based Compensation (Cont.)

Stock-based compensation expense recognized during the period is based on the value of the stock-based payment awards that is ultimately expected to vest. SFAS 123 (R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

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.

Recent Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rational as to why the date was selected. SFAS 165 is effective for interim and annual periods ended after June 15, 2009. The Company has adopted the provisions of SFAS 165. The Company has evaluated subsequent events through the date this report is filed.

In July 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”). With the issuance of SFAS 168, the FASB Standards Codification (“Codification”) becomes the single source of authoritative U.S. accounting and reporting standards applicable for all non-governmental entities, with the exception of guidance issued by the Securities and Exchange Commission. The Codification does not change current U.S. GAAP, but changes the referencing of financial standards and is intended to simplify user access to authoritative U.S. GAAP, by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ended after September 15, 2009. At that time, all references made to U.S. GAAP will use the new Codification numbering system prescribed by the FASB.

There were no other recent accounting pronouncements that had a material impact or that are expected to have a material impact on the company’s financial results.

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

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. Management plans to address this through the use of continued related party financing and other investment activities, including future sales of stock. 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.

Capital Stock

At June 30, 2007, the Company had 3,118,065 Partnership units outstanding. During fiscal 2008, these units were converted on a one for one basis into the Company’s common stock. At June 30, 2009 & 2008 there were no outstanding partnership units.

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, 2009 or 2008.

There were 100,000,000 Shares of Common Stock authorized at a 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. At June 30, 2009 and 2008 the company had 8,809,115 common shares issued and outstanding.

The Company has no other classes of shares authorized for issuance.

At June 30, 2009, there were no outstanding stock options or warrants.

Income Taxes

The Company has net operating loss carryforwards 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.

The available net operating losses carry forwards of approximately $70,677 and $52,706 as of June 30, 2009 and 2008, respectively, begin to expire in 2028. No tax benefit has been reported in these financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Income Taxes (Cont.)

The operating losses derive a deferred tax asset of approximately $10,602 and $7,906 at June 30, 2009 and 2008, respectively, using a 15% estimated tax rate. 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.

The Deferred tax asset account and valuation is as follows:

June 30,

2009

2008

Deferred Tax Asset:

Deferred Tax Asset

$ 10,602

$ 7,906

Valuation Allowance

( 10,602)

( 7,906)

_________

________

Total

$ -

$ - .

The components of income tax expense are as follows:

Current Federal Income Tax Expense $ -

$ -

Current State Income Tax

Net Operating Loss Benefit

2,696

7,906

Change in valuation allowance

( 2,696)

( 7,906)

_________

________

$ -

Corporate Acquisition History

In March 2007, The Company entered into an Acquisition Agreement with Hubei Longdan Delaware, Inc. (“Longdan”) which would be accomplished through a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions were satisfied, including approval of the transaction by its partners. In November, 2007, the Company terminated this 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 Mr. Stanley Rosenthal, General Partner of the Company and an individual resident of the State of Florida ("Rosenthal"). Under the terms of the Agreement, Belmont agreed to loan the Company $22,000.00. As consideration for the Loan, the Company and Rosenthal agreed to grant Belmont a promissory note to repay the Loan, Rosenthal agreed to resign as the General Partner of the Company and Joseph Meuse was appointed as the General Partner. In addition, Belmont paid for reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with the Purchase Agreement and all related agreements and transactions contemplated by the Agreement up to an amount that did not exceed $10,000.

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Corporate Acquisition History (Cont.)

The Company agreed that any Legal Expenses would be added to the Loan as principal. Immediately upon execution of this Agreement, Belmont loaned the Company an additional $4,000 which was applied to legal fees.

On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement with the Company and Mr. Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont. Under the terms of this Agreement, Belmont would sell to Greenwich 50.001% (fifty and one one-thousandth percent), or 4,471,000 Units of the issued and outstanding partnership units. In conjunction with the change in control, 129,950 shares were retired and an additional 5,021,000 shares were issued.

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. This agreement called for ASP to merge with and into ASPH, so that ASP and ASPH would become a single corporation and be named 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 partnership unit of ASP outstanding immediately prior to the Merger was converted into 1 issued and outstanding share of common stock of the Surviving Corporation, so that the holders of all of the outstanding units 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.

On February 17, 2009 All State Properties Holdings, Inc. entered into an agreement with Belmont Partners, LLC (“Belmont”) and Greenwich Holdings, LLC through which Belmont acquired 4,471,000 common stock shares of the Company representing at least 50.001% (fifty and one one-thousandth percent) of the capital stock of the Company. This transaction had no impact on the financials of the Company, but did result in a change of ownership of the majority of the outstanding shares.

On February 19, 2009 All State Properties Holdings, Inc. entered into an agreement with, The Colosseum, LLC (“Colosseum”) and Belmont Partners, LLC through which Colosseum would acquire approximately 50.001% (fifty and one one-thousandth percent) of the capital stock of the Company. Concurrent with this agreement, Mr. Mark Kinser was appointed to the Board of Directors as a Director and named as the new President and Secretary of the Company, and Mr. Joseph Meuse resigned from all positions held in the Company. This transaction had no impact on the financials of the Company, but did result in a change of ownership of the majority of the outstanding shares.

22 | Page

All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

Corporate Acquisition History (Cont.)

On August 27, 2009 the Company entered into an agreement with MB Consulting Services, LLC and Belmont Partners, LLC through which MB Consulting would acquire approximately 50.001% (fifty and one one-thousandth percent) of the capital stock of the Company. The Company anticipates pursuing the acquisition of certain material oil and gas related assets. This transaction had no impact on the financials of the Company, but did result in a change of ownership of the majority of the outstanding shares.

Key Operating Officer

At June 30, 2009, the Company had one officer. This puts the Company at a high degree of risk if he were no longer able to function in that capacity.

Related Party Transactions

During fiscal 2008, funds were advanced to the Company by a former officer for working capital needs in the amount of $ 43,659. The amounts were non-interest bearing, unsecured, with no stated terms for repayment. Additionally, 800,000 shares of Common Stock were issued in exchange for a related party note payable in the amount of $26,577. The shares were valued at the market price on the date of issue; however, since the transaction was with a related party, there was no gain on settlement recorded, and the transaction is reflected as additional paid in capital.

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.

Commitments and Contingencies

There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business.

The Company currently leases office space on a month to month lease, and no formal lease agreement has been signed as of the date of this filing.

10.

Subsequent Events

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All State Properties Holdings, Inc.

( A Development Stage Enterprise)

Notes to Financial Statements

June 30, 2009 & 2008

And from Re-entering Development Stage ( July 1, 2007 ) to June 30, 2009

10.

Subsequent Events (Cont.)

Included as events occurring subsequent to June 30, 2009 through the date of the audit report are the following:

August 27, 2009, Belmont entered into an 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, under which MB Consulting was initially conveyed 9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common Stock. 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.;

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. Because financing took longer than originally anticipated, the Company and creditor agreed that the shares securing the debt would be issued in return for an erasure of the debt and consent default;

September 8, 2009, the Company increased the authorized Common Stock from 100,000,000 to 200,000,000;

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;

September 16, 2009, the Company issued 3,325,000 shares of Unrestricted Common Stock in satisfaction of $266,000 additional obligations of the Company;

The Company absorbed $298,250 in liabilities at its acquisition by MB Consulting on August 27, 2009, which created value to the Company as a result of continued services by creditors and key employees. Common Stock of the Company was given in satisfaction of all of this liability, resulting in no cash outlay by the Company.

24 | Page


Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2009. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, in that the Company was unable to determine that the filing included all required disclosures without the assistance of our auditors. Addition the Company did not have sufficient segregation of duties due to the limited resources available.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and determined that the controls were not effective due to staffing limitations.

Previously attached as exhibits to the Annual Report on Form 10-K were the certifications of our CEO and COO (chief financial officer), which are required by Rule 13a-14 of the Act. These certifications are again attached hereto. This Disclosure Controls and Procedures section includes information concerning management’s evaluation of disclosure controls and procedures referred to in those certifications and, as such, should be read in conjunction with the certifications of the CEO and CFO.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the fiscal year ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls

Our system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting and financial reporting. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following:



	•	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
	•	Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.
	•	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
	•	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
	•	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

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ITEM 9B. OTHER INFORMATION

Change in Independent Registered Public Accountants.

Effective November 6, 2009, Registrant Engaged M&K CPAs, PLLC to perform the audit of its financial statements for the years ended June 30, 2009 and 2008 respectively. Previously, Moore & Associates Chartered had performed the audits. The registration of Moore and Associates Chartered was revoked by the Securities and Exchange Commission on August 27, 2009 and in a rush to appoint new auditors, prior management named Seale and Bears, CPAs. Current management believed that it was in the best interest of the Company to engage M&K CPAs, PLLC to perform these and other services as it believes that they are more familiar with the Oil & Gas Industry.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following person shall serve in the following capacities for one year or until their respective successors are elected and qualified:


Name	Age	Position
E. Robert Gates	67	Chairman and Chief Executive Officer and Sole Director
John C. Miller	68	President and Chief Operating Officer

E. Robert Gates: Director, President and Secretary of the Company.

On August 28, 2009 E. Robert Gates was appointed to the board of directors as Director, and as President and Secretary of the Company. Dr. Gates has over forty years of experience as a business consultant and executive, successfully leading several companies from concept stage to multimillion-dollar revenue-driving entities. His background includes experience as manager for several start-ups; acquisitions and sales of companies as well as advertising media contracts. He has been a proven partnership builder and can conceptualize and implement high-level business strategies; act as a skilled negotiator with a keen sense of bargaining strategy; pair business opportunities and investors; lead the acquisition process; and boost sales and profitability utilizing aggressive marketing tactics.

John C. Miller, President and Chief Operating Officer of the Company.

Mr. Miller also joined the Company after August 28, 2009 and has extensive senior management experience helping corporations realize business opportunities, successfully confront market challenges, and create shareholder and corporate value. He has provided executive leadership to help position companies at the forefront of their industry by ensuring production efficiency, quality, service and cost-effective management of resources. Mr. Miller’s background includes several years as a senior executive in the oil & gas industry. He brings these talents to the Company.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires the Company's directors and officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company's review of the copies of the forms received by it during the fiscal year ended June 30, 2009 and representations that no other reports were required, the Company believes that

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no persons who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company's common stock failed to comply with all Section 16(a) filing requirements during such fiscal year.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we are not a member of any exchange that would require such a code.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

Our Board of Directors acts as our audit committee. We do not have a qualified financial expert at this time, because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert.

ITEM 11. EXECUTIVE COMPENSATION

E. Robert Gates, Chairman and Chief Executive Officer John C. Miller, President and Chief Operating Officer, were not executive officers of the Company at June 30, 2009 and have not received cash compensation paid or accrued by the Registrant during the fiscal year ended June 30, 2009. No other executive officer has received compensation during that same period. The following is a summary of the compensation paid to our executive officers for the year ending June 30, 2009.


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total ($)
Garry McHenry President	2009	$0	$0		$0	$0	$0	$0	$0

Employment Agreements

We do not have any employment agreements in place with our principal officers and sole director as of June 30, 2009.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of June 30, 2009 by: (i) each person known by us to beneficially own 5% or more of our outstanding shares of common stock, (ii) the beneficial ownership of Common Stock by the President , (iii) all of our executive officers and directors as a group. All Shares are beneficially owned, and investment and voting power is held by, the persons named as owners.

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Name and Address of Beneficial Owner	Amount and Nature of Common Stock Beneficially Owned	Percentage Ownership of Common Stock(1)
The Colosseum, LLC	4,471,000	50.01%
Garry McHenry	200,000	2.23%
Belmont Partners	800,000	8.94%

___________________________________________________________________________________


	(1)	Based on 8,809,115 shares of common stock outstanding as of June 30, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

As of the date of this amendment, we have been billed $9,000 for professional services rendered for the audit of our financial statements for the years ended June 30, 2009.

Tax Fees

We have not been billed for any services rendered as of June 30, 2009.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended June 30, 2009.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. FINANCIAL STATEMENTS INCLUDED IN PART II OF THIS REPORT:

Balance Sheets as of June 30, 2009 and 2008

Statement of Operations for the Years Ended June 30, 2009 and 2008

Statement of Changes in Owners’ Equity for the Years Ended June 30, 2009 and 2008

Statements of Cash Flows for the years ended June 30, 2009 and 2008

Notes to Financial Statements for the years Ended June 30, 2009 and 2008

2. FINANCIAL STATEMENT SCHEDULES:

All other schedules are omitted, as the required information is not applicable or the information is presented in the financial statements or the notes thereto.

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Exhibit	Description

*3.1	Certificate of Incorporation
*3.2	By-laws
31.1	Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-K/A for the year ended June 30, 2009.
32.1	Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-K/A for the year ended June 30, 2009.


*	Filed as an exhibit to the Company's registration statement on Form S-1, as originally filed with the Securities and Exchange Commission, and incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALL STATE PROPERTIES HOLDINGS, INC.

Date: November 13, 2009

By: /s/ E. Robert Gates

E. Robert Gates

Chairman and Chief Executive Officer

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PETRO USA, INC. - FORM 10-K/A - November 13, 2009

Attached files

PETRO USA, INC. Reports