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EX-31 - SECTION 302 CERTIFICATION - PETRO USA, INC.exhibit31.htm
EX-32 - SECTION 906 CERTIFICATION - PETRO USA, INC.exhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K /A

 

(Amendment No. 1)

 

(Mark One)

 

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2010

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                 to                 

 

Commission file number: 000-12895

 

ALL STATE PROPERTIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

            59-2300204        

(I.R.S. Employer Identification No.)

 

 

 

2333 Alexandria Drive

Lexington, KY

(Address of principal executive offices)

 

40504

(Zip Code)

 

Registrant’s telephone number, including area code (859) 514-6717

 

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

 

135,667,493

 

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 $ 1,081,917, as of October 8, 2010, based on the last sale price of $0.0017 for each share of common stock on such date.

 

 

 



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, 2010 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “Commission”) on October 13, 2010, solely for the purpose of revising the number of shares outstanding and Item 8 as a result of the inadvertent omission of the audited balance sheet and also the inadvertent omission of certain information contained in the Notes to Financial Statements.  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.


Number of Shares Outstanding


As of October 11, 2010, there were 3,378,115,031 shares outstanding.




ALL-STATE PROPERTIES HOLDINGS, INC.

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED JUNE 30, 2009

 

I N D E X

  

  

  

Page

PART II.

  

  

 

  

Item 8.

Financial Statements and Supplementary Data

F-1

PART III.

  

  

 

  

Item 15.

Exhibits and Financial Statement Schedules

28

Signatures

  

  

29

 



 






 

PART II.

 

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


This Amendment includes the omitted Balance Sheet and appropriate Notes to Financial Statements which were inadvertently omitted from yesterday’s filing and are intended to correct and supplement such filing.







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All State Properties Holdings, Inc.

(a Development Stage Enterprise)


Notes to Financial Statements

For the years ended June 30, 2010 and 2009



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, 2010 and 2009.


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 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 valued at market. The value of these transactions amounted to $400,000 and $20,000 respectively.


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. The value of this transaction amounted to $432,250.


In October, 2009, the Company issued 12,250,000 shares of Unrestricted Common Stock as satisfaction of a promissory note payable. This stock was obligated by the Company on August 28, 2009, and a demand promissory note 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 the market value was used to value the stock on the date obligated and set aside.  This transaction resulted in a loss on settlement of debt in the amount of $967,750.






All State Properties Holdings, Inc.

(a Development Stage Enterprise)


Notes to Financial Statements

For the years ended June 30, 2010 and 2009




4.

Capital Stock (Cont.)


On December 29, 2009, the Company issued 993,000 Shares of anti-dilutive Restricted Common Stock in 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 valued at market. The value of this transaction amounted to $129,090 and $45,441.


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 $42,000 or market.


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.



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. The balance of these notes at June 30, 2010, was $427,000, with accrued interest of $19,736.



7.  Subsequent Events


The Company entered into an Asset Purchase Agreement on August 6, 2010 in which the Company would acquire all of the ore belonging to Goldleaf Exploration, LLC, plus ten percent (10%) of the on-the-ground ore in exchange for 6,950,000 shares of restricted common stock of the

Company, plus a Promissory Note from the Company in the amount of Five Million Dollars ($5,000,000).


The Company has agreed to “roll” out Goldleaf Exploration, LLC into a public company in a transaction classified as a Form 10 registration by the quarter ended March 31, 2011.


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.






All State Properties Holdings, Inc.

(a Development Stage Enterprise)


Notes to Financial Statements

For the years ended June 30, 2010 and 2009



7.  Subsequent Events (Cont.)


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.


Additionally, the Company issued the following shares of its common stock in satisfaction of legal agreements and requirements:  2,400,498,000 shares to MB Consulting Services, LLC, 141,149,633 shares to E. Robert Gates, individually, 90,980,422 shares to John C. Miller, 10,689,204 shares to John T. Root, Jr., 250,000 shares to Equititrend Advisers, LLC, 94,700,794 shares to Belmont Partners, LLC and 297,229,485 shares to Terry Geldbach.  The values on these shares vary, but will be at market value.










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, 2010 and 2009

 

Notes to Financial Statements, Notes 4, 6 & 7 for the years Ended June 30, 2010 and 2009

 

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.

 


Exhibit

Description  

  

  

*3.1

Certificate of Incorporation

*3.2

By-laws

23.1

Consent by Independent Registered Public Accounting Firm

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:  October 14, 2010


By: /s/ Robert L. Hamilton

           Robert L. Hamilton

           Chief Executive Officer and President