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EX-32.2 - SARBANES-OXLEY 906 CERTIFICATION - All State Properties Holdings, Inc.alph10k32_2-06302015.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - All State Properties Holdings, Inc.alph10k32_1-06302015.htm
EX-31.2 - SARBANES-OXLEY 302 CERTIFICATION - All State Properties Holdings, Inc.alph10k31_2-06302015.htm
EX-32.1 - SARBANES-OXLEY 302 CERTIFICATION - All State Properties Holdings, Inc.alph10k31_1-06302015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
 
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 2015
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
ALL STATE PROPERTIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
32-0252180
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
106 Glenwood Drive
Liverpool, New York
 
13090
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (315) 451-7515
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.0001 Par Value
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO
 
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
 
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 ☑ NO
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 ☑ NO

1


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YES NO
 
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
Accelerated filer
 
 
 
 
Non-accelerated filer
Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES NO
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
 
Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of October 16, 2017, was $127,206.
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES NO
 
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.2,964,181,540 shares of common stock are outstanding as of October 17, 2017.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None
2

 
TABLE OF CONTENTS
 
 
 
 
PART I
 
 
 
 
 
 
 
Item 1.
Business
 
4
 
Item 1A.
Risk Factors
 
7
 
Item 1B.
Unresolved Staff Comments
 
7
 
Item 2.
Properties
 
7
 
Item 3.
Legal Proceedings
 
7
 
Item 4.
Mine Safety Disclosures
 
7
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
10
 
Item 6.
Selected Financial Data
 
10
 
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
10
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk`
 
10
 
Item 8.
Financial Statements and Supplementary Data
 
14
 
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
28
 
Item 9A.
Controls and Procedures
 
28
 
Item 9B.
Other Information
 
28
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
29
 
Item 11.
Executive Compensation
 
31
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
32
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
33
 
Item 14.
Principal Accounting Fees and Services
 
33
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
 
 
 
Item 15.
Exhibits, Financial Statement Schedules
 
34
 
 
 
 
 
 
SIGNATURES
 
35
 
 
3

 
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
 
Information included in this Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of All State Properties Holdings, Inc. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
 
PART I
 
ITEM 1. BUSINESS.
 
CORPORATE HISTORY
 

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


Since August 1999, the Company’s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (“Tunicom”). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time, Tunicom’s only business was activities relating to its attempts to sell its only remaining asset, five acres of commercial and residential land in Broward County, Florida (the “Remaining Property”). For a description of the sale of the Remaining Property by Tunicom and the liquidating distribution by the Company, see Item 1(b)(i). Following the completion of the transactions described in Item 1(b)(ii) the Company became a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) because it has no or nominal operations and no or nominal assets (other than cash). In March 2007, the Company entered into an Acquisition Agreement which contemplates a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions are satisfied, including approval of the transaction by its partners (See Item 1(b)(ii)).

 

On November 2, 2007, the Company terminated the Acquisition Agreement based on the breach of its terms by Longdan.

 

On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").


On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement (the “Purchase Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC (“Belmont”), a Virginia limited liability company.

 

4

Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Agreement, brokers in the transaction received 1,150,000 units and Garry McHenry received 200,000 units as compensation as the new general partner. Greenwich then received their 50.001% or 4,471,000 Units of the Company.  As of March 31, 2008, the outstanding Units issued totaled 8,809,065.


On May 29, 2008, our predecessor, All State Properties, L.P., a Delaware limited partnership (“ASP”), and All State Properties Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of ASP (“ASPH”), entered into an Agreement and Plan of Merger.  On May 29, 2008, ASP merged with and into ASPH, so that ASP and ASPH became a single corporation named All State Properties Holdings, Inc. (the “Surviving Corporation”), which is a corporation and exists under, and is governed by, the laws of the State of Nevada (the “Merger”).

 

As a result of the Merger, all of the assets, property, rights, privileges, powers and franchises of ASP became vested in, held and enjoyed by the Surviving Corporation, the Surviving Corporation assumed all of the obligations of ASP and we changed our name from “All State Properties, L.P.” to “All State Properties Holdings, Inc.”

 

Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and By-laws of ASPH became the Certificate of Incorporation and By-laws of the Surviving Corporation.


In addition, each share of common stock of ASP that was issued and outstanding immediately prior to the Merger was converted into 1 issued and outstanding share of common stock of the Surviving Corporation (“Common Stock”), so that the holders of all of the issued and outstanding shares of common stock of ASP immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of ASPH owned by ASP immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.


All State Properties Holdings, Inc. was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  The company not commenced planned principal operations.  The Company has a June 30 year end. As of June 30, 2015, the issued and outstanding shares of common stock totaled 2,964,181,540.


(i) Remaining Property Sale


On December 19, 2006, Tunicom sold the Remaining Property and thereafter distributed the net sales proceeds to its members, including the Company, as a final liquidating distribution. After payment of certain debt and after setting aside a reserve for expenses, the Company distributed the remaining cash to its partners. Following the distribution, the Company has no assets.

 

(ii) Acquisition Agreement

 

The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (“Longdan”), a company organized under the laws of the People’s Republic of China (the “PRC”), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan’s shareholders in return for acquisition of the business of Longdan (the “Acquisition”). Longdan is engaged in the marketing and sale of pharmaceutical products in the PRC.


On March 14, 2007, the Company, Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (“Longdan International”), entered into an Acquisition Agreement (the “Acquisition Agreement”) pursuant to which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company.



5



Under the terms of the Acquisition Agreement, it is contemplated that the Company will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (“LIH”) and Longdan International will merge with and into Longdan Delaware. At the Merger Effective Time (as defined in the Acquisition Agreement), the shareholders of Longdan will be issued shares representing approximately eighty nine percent (89%) of the capital stock of the Company and the Company’s shareholders will hold shares representing approximately eleven percent (11%) of the capital stock of the Company, in each case, on an “as if converted basis”.

 

Longdan had agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and had also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007.


On October 31, 2007 Longdan advised the Company that it will not fulfill its contractual commitment to pay these expenses. Accordingly, by its letter to Longdan dated November 2, 2007, All-State terminated the Acquisition Agreement based on this breach.

 

(iii) Other Agreements

 

On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").


Under the terms of the Agreement, Belmont has agreed to pay to the Company the sum of Twenty Two Thousand Dollars ($22,000.00) (the “Loan”).  As consideration for the Loan, the Company and Rosenthal have agreed to grant Belmont a promissory note to repay the Loan, Rosenthal has agreed to resign as the General Partner of the Company and Joseph Meuse will be appointed the General Partner. In addition, Belmont shall pay for the reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with this Agreement and all related agreements and transactions contemplated by the Agreement up to an amount not to exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Legal Expenses”). To the extent Belmont pays any Legal Expenses in accordance with the above, the Company agrees that any such amount shall be added to the Loan as additional principal thereunder. Immediately upon execution of this Agreement, Belmont loaned to the Company four thousand dollars ($4,000.00) to be applied against the Legal Expenses.


In fiscal 2008, Stanley Rosenthal and Richard Astley surrendered 100,000 and 29,950 partnership units, respectively, back to the company.  The return of the units was related to the dismissal of notes receivable in fiscal 2007.  The notes receivable were non-recourse and payable solely from the Company’s distributions.

 

On February 28, 2008, Greenwich Holdings, LLC (“Greenwich”), a New York limited liability company, entered into an agreement (the “Agreement”) with Belmont Partners, LLC, a Virginia limited liability company (“Belmont”),

 

Under the terms of the Agreement, Greenwich has agreed to purchase a control block in All-State Properties L.P., a Delaware limited partnership (the “Company” or “ASP”) consisting of approximately fifty and one-thousandth percent (50.001%) of the outstanding common units of the Company (the “Control Block”). In consideration for the Control Block, Greenwich agreed to pay the Company One Hundred Eighty Eight Thousand ($188,000.00) U.S. Dollars.

 

A copy of the Agreement entered into by and between Belmont and Greenwichwas attached as exhibit 10.1 to this Current Report on Form8-K filed on March 3, 2008.

 

On February 17, 2009, Greenwich, sold the Control Block back o Belmont in consideration of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back to the sole member of Greenwich, Joseph Passalaqua (“Passalaqua”). On February 3, 2017, Passalaqua transferred the Control Block to Sea Alive, Inc., a Wyoming corporation.

 

6

OUR BUSINESS

 
The Company is currently attempting to locate and negotiate with eligible portfolio companies to acquire an interest in them. In addition, All State will assist these portfolio companies with raising capital and also offers them substantial managerial assistance needed to succeed.
EMPLOYEES
As of the date of this Annual Report, we have no employees.
 
ITEM 1A. RISK FACTORS.
 
We are a smaller reporting company and therefore not required to provide this information in our Form 10-K.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS.
 
As of the date of this Annual Report, there are no unresolved SEC Staff comments.
 
ITEM 2. DESCRIPTION OF PROPERTY
 
We do not own or lease any property.
 
ITEM 3. LEGAL PROCEEDINGS.
 
As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
 
ITEM 4. MINE SAFETY DISCLOSURES.
 
Not Applicable.

 
7

PART II
 
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES.
 
MARKET INFORMATION
 
Our common stock trades on the over the counter under the symbol "ATPT". The following table sets forth the high and low price information of the Company's common stock for the periods indicated.
 
 
FISCAL YEAR ENDED JUNE 30, 2014:
 
High
 
 
Low
 
September 30, 2013
 
$
0.0001
 
 
$
0.0001
 
December 31. 2013
 
$
0.0001
 
 
$
0.0001
 
March 31, 2014
 
$
0.0001
 
 
$
0.0001
 
June 30, 2014
 
$
0.0001
 
 
$
0.0001
 
 
 
 
 
 
 
 
 
 
FISCAL YEAR ENDED JUNE 30, 2015:
 
 
 
 
 
 
 
 
September 30, 2014
 
$
0.0001
 
 
`
0.0001
 
December 31, 2014
 
$
0.0001
 
 
$
0.0001
 
March 31, 2015
 
$
0.0001
 
 
$
0.0001
 
June 30, 2015
 
$
0.0001
 
 
$
0.0001
 
 
 
SHAREHOLDERS OF RECORD
 
As of October 17, 2017, there were approximately 1,206 holders of record of our common stock, not including holders who hold their shares in street name.
 
DIVIDENDS
 
We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.
8
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
Equity Compensation Plan Information
 
Plan Category
 
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 plans approved by security holders
 
 
None
 
 
 
-
 
 
 
None
 
Equity compensation plans not approved by security holders
 
 
None
 
 
 
-
 
 
 
None
 
Total
 
 
None
 
 
 
-
 
 
 
None
 

INFORMATION RELATING TO OUTSTANDING SHARES
 
As of June 30, 2015, there were 2,964,181,540 shares of our common stock issued and outstanding.
 
All of our issued and outstanding common shares (of which 1,,692,117,623 shares are owned by officers, directors and principal stock holders) were issued  and have been held for a period in excess of six months and are eligible to be resold pursuant to Rule 144 promulgated under the Securities Act.
 
The resale of our shares of common stock owned by officers, directors and affiliates is subject to the volume limitations of Rule 144. In general, Rule 144 permits our affiliate shareholders who have beneficially-owned restricted shares of common stock for at least six months to sell without registration, within a three-month period, a number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least six months by a person not affiliated with the company (in general, a person who is not one of our executive officers, directors or principal shareholders during the three month period prior to resale), such restricted shares can be sold without any volume limitation, provided all of the other requirements for resale under Rule 144 are applicable.
 
RECENT SALES OF UNREGISTERED SECURITIES
 

During the year ended June 30, 2015, the Registrant had the following sale of unregistered securities:


None


9

ISSUER PURCHASE OF SECURITIES
 
None.
 
ITEM 6. SELECTED FINANCIAL DATA.
 
Not Applicable.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 

Forward Looking Statements
 
This section and other parts of this Form 10-K annual report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-K that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
 
Overview
 
   All State Properties Holdings, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  The company not commenced planned principal operations.  The Company has a June 30 year end. As of June 30, 2015, the issued and outstanding shares of common stock totaled 2,573,029,728.
 
   Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

   We are considered a start-up corporation. Our auditors have issued a going concern opinion in the financial statements for the year ended June 30, 2015.
 
10

RESULTS OF OPERATIONS
 

Working Capital
 
  June 30,   June 30,  
  2015   2014  
         
 Current Assets     $ -     $ -  
 Current Liabilities     17,800       13,425  
 Working Capital (Deficit)      (17,800 )     (13,425 )
 
 
Cash Flows
 
 
  June 30,   June 30,  
  2015   2014  
         
 Cash Flows from (used in) Operating Activities   $ -     $ -  
 Cash Flows from (used in) Financing Activities     -       -  
 Net Increase (decrease) in Cash During Period     -       -  
 
 

YEAR ENDED JUNE 30, 2015 COMPARED TO YEAR ENDED JUNE 30, 2014

 

REVENUES

 

We have generated revenues of $0 and $0 for the years ended June 30, 2015 and 2014.

11

OPERATION AND ADMINISTATIVE EXPENSES

 

Operating expenses for the year ended June 30, 2015 were $4,375 compared with $4,375 for the year ended June 30, 2014. 

 

During the year ended June 30, 2015, the Company recorded a net loss of $4,375, compared with net loss of $4,375 for the year ended June 30, 2014. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at June 30, 2015, the Company's cash balance was $0 compared to cash balance of $0 as at June 30, 2014. As of June 30, 2015, the Company's total assets were $0 compared to total assets of $0 as at June 30, 2014.

 

As of June 30, 2015, the Company had total liabilities of $17,800 compared with total liabilities of 13,425 as at June 30, 2014.  The increase in total liabilities is attributed to an  increase in accounts payable and accrued liabilities of $17,800 on June 30, 2015 from $13,425 on June 30, 2014. 

 

As of June 30, 2015, the Company has a working capital deficit of $17,800 compared with working capital deficit of $13,425 at June 30, 2014 with the increase in the working capital deficit attributed to an increase in accounts payable and accrued liabilities from $13,425 on June 30, 2014 to $17,800 on June 30, 2015.
    

 
Cashflow from Operating Activities
 
During the year ended June 30, 2015 the Company used $0 of cash for operating activities compared to $0 of cash provided used by operating activities during the year ended June 30, 2014. 
 
 
Cashflow from Financing Activities
 
During the years ended June 30, 2015 and June 30, 2014, the Company did not receive any cash from financing activities.
 
 
Subsequent Developments
 
None

 
Going Concern

 We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
 
12

 
OFF BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
CONTRACTUAL OBLIGATIONS
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.
 
CRITICAL ACCOUNTING POLICIES
 
We have one main products, namely the concealed weapons detection system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight line bases over the period covered by the warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period, and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured.
 
Stock Based Compensation
 
We account for share-based compensation at fair value. Stock based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model. The value of the award that is ultimately expected to vest is recognized as expensed on a straight-line basis over the requisite service period.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
As a "smaller reporting company", the Company is not required to provide this information.
 
 
13

 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 
ALL STATE PROPERTIES HOLDINGS. INC.
FINANCIAL STATEMENTS
JUNE 30, 2014 AND 2015
 
C O N T E N T S
 
Report of Independent Registered Public Accounting Firm
 
 
14
 
 
 
 
 
 
Balance Sheets
 
 
15
 
 
 
 
 
 
Statements of Operations
 
 
16
 
 
 
 
 
 
Statements of Stockholders' Deficit
 
 
17
 
 
 
 
 
 
Statements of Cash Flows
 
 
18
 
 
 
 
 
 
Notes to the Financial Statements
 
 
19
 
 
 
 
14

 
Boyle CPA, LLC
Certified Public Accountant & Consultant



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and
All State Property Holdings, Inc.

I have audited the accompanying balance sheets of All State PropertyHoldings, Inc. (the "Company") as of June 30, 2015 and 2014, and the related statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended June 30, 2015.  These financial statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these financial statements based on my audits.


I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.  My audits 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, I 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.  I believe that my audits provide a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PureSnax International, Inc. as of June 30, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Company's continuing operating losses raise substantial doubt about its ability to continue as a going concern.   Management's plans are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

/s/ Boyle CPA, LLC

October 17, 2017
Bayville, NJ
 
61 Hopedale Drive SE
 
 
P (732) 822-4427
 
       Bayville, NJ 08721  
 
15

All State Properties Holdings, Inc.
           
Balance Sheets
           
             
   
June 30,   
 
   
2015
   
2014
 
Assets
           
             
Current Assets:
           
Cash and cash equivalents
 
$
-
   
$
-
 
Total current assets
   
-
     
-
 
                 
Total assets
 
$
-
   
$
-
 
                 
Liabilities and Stockholders' Deficit
               
                 
Current Liabilities:
               
Accounts payable and accrued liabilities
 
$
17,800
   
$
13,425
 
Accrued interest related parties
   
-
     
-
 
Due to related parties
   
-
     
-
 
Notes payable officers
   
-
     
-
 
Total current liabilities
   
17,800
     
13,425
 
                 
Total liabilities
   
17,800
     
13,425
 
                 
Stockholders' Deficit
               
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized,
               
none issued and outstanding at June 30, 2015 and 2014,
               
respectively
   
-
     
-
 
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized,
               
2,964,181,540 shares issued and outstanding at June 30,
               
2015 and 2014, respectively
   
296,418
     
296,418
 
Additional paid-in capital
   
121,373,231
     
121,373,231
 
Accumulated deficit
   
(121,687,449
)
   
(121,683,074
)
Total stockholders' deficit
   
(17,800
)
   
(13,425
)
                 
Total liabilities and stockholders' deficit
 
$
-
   
$
-
 
 
                 
The accompanying notes are an integral part of these financial statements    
 
           
 F-2      
 
 
 
16

 
All State Properties Holdings, Inc.
           
Statement of Operations
           
             
   
For the Year Ended June 30,
 
   
2015
   
2014
 
             
Revenues
 
$
-
   
$
-
 
                 
Operating expenses
               
Officers' salaries
   
-
     
-
 
Professional fees
   
-
     
-
 
Office expense
   
-
     
-
 
Investor relations expenses
   
-
     
-
 
Other general and administrative expenses
   
4,375
     
4,375
 
Total operating expenses
   
4,375
     
4,375
 
                 
Loss from operations
   
(4,375
)
   
(4,375
)
                 
Other income (expense)
               
Loss on settlement of debt
   
-
     
-
 
Interest expense
   
-
     
-
 
Total other income (expense)
   
-
     
-
 
                 
Net loss
 
$
(4,375
)
 
$
(4,375
)
                 
Basic and fully diluted loss per common share
 
$
-
   
$
-
 
                 
Basic and fully diluted weighted average
               
common shares outstanding
   
2,964,181,540
     
2,964,181,540
 
 
                 
The accompanying notes are an integral part of these financial statements    
 
                 
F-3
       
 
 
17

 
All State Properties Holdings, Inc.
                                         
Statement of Changes in Stockholders' Deficit
                                         
For the Years Ended June 30, 2014 and 2015
                                         
                                           
                           
Additional
             
   
Preferred Stock
   
Common Stock
         
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
                                           
Balance at June 30, 2013
   
-
     
-
     
2,964,181,540
     
296,418
     
121,373,231
     
(121,678,699
)
   
(9,050
)
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
(4,375
)
   
(4,375
)
                                                         
Balance at June 30, 2014
   
-
     
-
     
2,964,181,540
     
296,418
     
121,373,231
     
(121,683,074
)
   
(13,425
)
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
(4,375
)
   
(4,375
)
                                                         
Balance at June 30, 2015
   
-
   
$
-
     
2,964,181,540
   
$
296,418
   
$
121,373,231
   
$
(121,687,449
)
 
$
(17,800
)
 
                                                         
The accompanying notes are an integral part of these financial statements                    
 
                                                         
                      F-4                                   
 
 
 
18

All State Properties Holdings, Inc.
           
Statement of Cash Flows
           
             
       
For the Year Ended June 30,
 
   
2015
   
2014
 
             
Cash Flows from Operating Activities:
           
Net loss
 
$
(4,375
)
 
$
(4,375
)
Adjustments to reconcile net loss to net cash provided
               
by (used in) operating activities:
               
Issuance of common stock as share based compensation
   
-
     
-
 
Loss on extinquishment of debt
   
-
     
-
 
Changes in assets and liabilities
               
Increase (decrease) in accounts payable
   
4,375
     
4,375
 
Increase (decrease) in accrued liabilities
   
-
     
-
 
Borrowings on related party payable
   
-
     
-
 
Repayments on related party payable
   
-
     
-
 
Net cash provided by (used in) operating activities
   
-
     
-
 
                 
Cash Flows from Investing Activities
   
-
     
-
 
                 
Cash Flows from Financing Activities
   
-
     
-
 
                 
Net increase (decrease) in cash
   
-
     
-
 
Cash and cash equivalents, beginning of year
   
-
     
-
 
Cash and cash equivalents, end of year
   
-
     
-
 
                 
                 
Supplemental disclosure of cash flow information:
               
Cash paid for interest
 
$
-
   
$
-
 
Cash paid for taxes
 
$
-
   
$
-
 
                 
Non-cash transactions:
               
Issuance of founder's shares
   
-
     
-
 
Conversion of accounts payable to promissory note
   
-
     
-
 
Conversion of accrued salaries to notes payable
   
-
     
-
 
Shares of common stock issued for promissory note
   
-
     
-
 
 
                 
The accompanying notes are an integral part of these financial statements    
 
                 
F-5       
 
 
19

All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014


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

All State Properties Holding, Inc., a corporation (the "Company") was organized under the state of Nevada on April 24, 2008 to conduct business formerly carried on by its predecessor partnership, All State Properties L.P. (the "Partnership"). The Partnership merged with the Company on May 29, 2008. The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008 each unit, par value $0.001 per share of the Partnership was converted into one issued and outstanding share of par value $0.0001 common stock of the Corporation.

The Company's fiscal year end is June 30th. 

Accounting Basis

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

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.

In June 2009, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The introduction of the Codification does not change GAAP and other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the our consolidated financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further

F-6
 
 
20

 
All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014


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

Recently Issued Accounting Standards

  Guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At June 30, 2015 and 2014, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences.  Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily share based compensation and loss on settlement of debt.

As of June 30, 2011, the deferred tax asset related to the Company's net operating loss (NOL) carry forward is fully reserved.  Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

Dividends

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


F-7
 
 
21

 
All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014


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

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The Company accounts for financial instruments in accordance with the Financial Accounting Standard Board's Accounting Standards Codification Topic 820 – Fair Value Measurements and Disclosures ("ASC 820"), which establishes a framework for measuring fair value and expands disclosure of fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, this policy established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table presents assets that are measured and recognized at fair value on a non-recurring basis:

Level 1:  None
Level 2:  None
Level 3:  None
 
The Fair Value Option permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended June 30, 2015 and 2014, there were no applicable items on which the fair value option was elected. The Fair Value Option may impact our consolidated financial statements in the future.

Earnings (Loss) per Share

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

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

F-8

22


All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014


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

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

As of June 30, 2015 and 2014, the Company's has no issued and outstanding warrants or options.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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


2. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise.  This raises substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might result from this uncertainty


3. Income Taxes
The Company provides for income taxes asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.



F-9

23


All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014

3.  Income Taxes (Cont.)

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:
             
 
  June 30  
 
 
2015
   
2014
 
Income tax expense at statutory rate
   
229,543
     
(9,882
)
Valuation Allowance
   
(229,543
)
   
9,882
 
Income tax expense per books
 
$
-
   
$
-
 
 
               
Net deferred tax assets consist of the following components as of June 30
 
 
   
2015
     
2014
 
Net Operating Loss Carryover
   
257,107
   
$
(9,882
Valuation Allowance
   
(257,107
)
 
9,882
 
Net Deferred Tax Asset
 
$
 -    
$
 -  


The Company has a net operating loss carryover of $659,249 as of June 30, 2011 which expires in 2026. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

The Company has net operating loss carry forwards that were derived solely from operating losses from prior years.  These amounts can be carried forward to offset future taxable income for a period of 20 years for each tax year's loss.  No provision was made for federal income taxes as the Company has significant net operating losses. 

At June 30, 2015 and 2014, the Company has established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets.

Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. The Company had no uncertain tax positions at June 30, 2015 or 2014.



F-10

24


All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014


4. Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at June 30, 2015 and 2014.

On September 8, 2009, the Company increased the authorized Common Stock from 100,000,000 to 200,000,000 shares. These shares had an authorized par value of $0.0001.  In conjunction with the conversion to a corporation, occurring during fiscal 2008, the Company issued 3,118,065 shares on a one for one basis for each partnership unit.  Concurrent with that transaction 129,950 shares were retired.  Additionally, 5,021,000 Founder's shares were issued in conjunction with the change in control of the Company.

Also occurring during fiscal 2008, the Company issued 800,000 shares of its' common stock in exchange for a note payable from a related party. No gain or loss was recorded on the settlement of this note due to its' related party nature.

Pursuant to the agreement with MB Consulting Services, LLC (hereinafter "MB Consulting") through which MB Consulting would acquire fifty and one one-thousandth percent (50.001%) of the anti-dilutive capital stock of the Company from Belmont Partners, LLC, was issued  9,180,885 shares and later issued an additional 90,821,115 shares of anti-dilutive Restricted Common Stock as founder's shares after the change in control. Also, on September 22, 2009, the Company, in accordance with the agreement, issued 2,488,014 Shares of anti-dilutive Restricted Common Stock to Belmont Partners, LLC as founder's shares.

On August 28, 2009, the Company executed a promissory note for $12,250 and pledged 12,250,000 shares of Unrestricted Common Stock as a result of transaction structure legal fees which occurred previously, and for which the Company was obligated.  This obligation was satisfied on October 21, 2009. Shares of the Company's common stock have been valued at market on the date obligated and set aside.  This transaction, while unusual, was believed by management to add value to the Company by the retention of a suitable financial and legal expert.
  
On September 10, 2009, the Company issued 5,000,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 250,000 Shares of Restricted Common Stock in satisfaction of $20,000 to creditors.  This transaction was contractual in nature and is valued at market.

On September 16, 2009, the Company issued 3,325,000 shares of Unrestricted Common Stock in satisfaction of $266,000 of additional obligations of the Company. This transaction was contractual in nature and is valued at market.

In October, 2009, the Company issued 12,250,000 shares of Unrestricted Common Stock as satisfaction of a promissory note payable. As discussed above, this stock was obligated by the Company on August 28, 2009 and a demand promissory note payable and hypothecation agreement were executed on that date.  The Company set aside stock to cover the original debt of $12,250 since the demand promissory note was considered due, and the debt delinquent, at the time executed and market value was used to value the stock when printed by the transfer agent.


F-11

25

 
All State Properties Holdings, Inc.
 
Notes to Financial Statements
For the years ended June 30, 2015 and 2014

 
4.  Capital Stock (Cont.)

On December 29, 2009, the Company issued 993,000 Shares of anti-dilutive Restricted Common Stock pursuant to contractual obligations to the key officers of the Company and 349,359 Shares of Restricted Common Stock as part of the purchase agreement with Belmont Partners. This transaction was contractual in nature and is valued at market.

On June 23, 2010, the Company issued 600,000 shares of Restricted Common Stock in exchange for investor relations services. This transaction was contractual in nature and is valued at market.

At June 30, 2010 and 2009, the company had 135,667,493 and 10,410,120 common shares issued and outstanding, respectively.

The Company has no other classes of shares authorized for issuance. At June 30, 2010 and  2009, there were no outstanding stock options or warrants.

In order to facilitate additional capitalization of the Company and fulfillment of certain debt obligations, the Company, on August 11, 2010, along with majority shareholder approval, authorized an increase in the number of authorized shares of common stock from Two Hundred Million (200,000,000) shares to Five Billion (5,000,000,000) shares.

The Company, in order to fulfill those same debt obligations, issued common stock in the amount of 200,000,000 registered and free-trading shares to Epic Worldwide, Inc. on August 26, 2010.  The Company, in order to facilitate the fulfillment of those same debt obligations changed transfer agents to Madison Stock Transfer, Inc. on September 13, 2010.

A majority interest in the Company's outstanding capital stock was acquired by EnergyOne Technologies, Inc. on September 20, 2010 in a purchase of all assets of the Company's majority shareholder, MB Consulting Services, LLC.

The Company's new management, in an attempt to reduce the number of authorized shares authorized a decrease in authorized shares of its common stock on September 21, 2010.  Paperwork was filed with the Secretary of State for Nevada, but it was later discovered that this transaction was not effective, so on September 30, 2010, the Company filed the appropriate paperwork to unravel the reduced common stock for the Company.

5.   Related Party Transactions

During fiscal 2008, funds were advanced to the Company by a former officer for working capital needs in the amount of $59,938.  The amounts were non-interest bearing, unsecured, with no stated terms for repayment.  Additionally, 800,000 shares of the Company's Common Stock was issued in exchange for a related party note payable in the amount of $26,577.



F-12
26

All State Properties Holdings, Inc.

Notes to Financial Statements
For the years ended June 30, 2015 and 2014

5.   Related Party Transactions (Cont.)

In fiscal 2009, an additional $16,692 was advanced to the Company from related parties and $ 1,470 was repaid. The remaining advances and accrued interest, which totaled $35,372 were forgiven together which resulted in additional paid in capital. There was no gain or loss recorded on this debt forgiveness since it was with a related party.

During the year ended, June 30, 2010, funds were advanced to the Company by an officer for working capital needs in the amount of $59,938.  The amounts are non-interest bearing, unsecured, with no stated terms for repayment.


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.



F-13
 
27

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
BOYLE CPA, LLC
 
This decision to engage Boyle CPA, LLC was approved by our full Board of Directors. Because we have no standing audit committee, our full Board of Directors participated in and approved the decision to change independent accountants. Presently, the Board of Directors acts as the audit committee.
 
ITEM 9A. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of June 30, 2013. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
 
Management's Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:
 
(1)
pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions .
 
(2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
 
(3) 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
 
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2015. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO 2013") in Internal-Control-Integrated Framework and implemented a process to monitor and assess both the design and operating effectiveness of our internal controls. Based on this assessment, management believes that as of June 30, 2015, our internal control over financial reporting was not effective.
28

We have instituted a remediation plan which involves reeducating our management, the accounting staff, and the administrative staff as to the elements of a completed sale. We increased the oversight of the process by increasing the frequency of involvement of outside accounting consultants. Internal systems are being put into place to track and document significant dates, such as delivery, installation and customer acceptance. In addition, the bookkeeping system has been modified so that all sales of extended warranties are automatically recorded as deferred revenue and that the amount of revenue that is ultimately recognized as warranty revenue is as the result of an analysis of the significant aspects of the warranty such as coverage and period.
 
Changes in Internal Control Over Financial Reporting
 
Our management has evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter of 2014. In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred since the beginning of our fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. While there have been no changes, we have assessed our internal controls as being deficient and will be taking steps beginning in 2017 to remedy such deficiencies.
 
ITEM 9B. OTHER INFORMATION.
 
There are no further disclosures.
 
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Directors and Executive Officers
 
The following table includes the names and positions held of our executive officers and directors who served during the years ended June 30, 2013 and/or June 30, 2014 and their current ages:
 
 
 
 
 
 
 
 
 
NAME
 
AGE
 
POSITION
 
DIRECTOR SINCE
 
Joseph C. Passalaqua
 
68
 
Chief Executive Officer, Secretary and Director
 
2010
 
 
 
 
 
 
 
 
 
Carman J. Carbona
 
54
 
Chief Financial Officer and Director
 
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joseph C. Passalaqua

Mr. Passalaqua, 68, was employed by Summit Auto Group from 2012 through 2016. He became President of Plantation Corp., in January of 2010. He is the owner of Prime Auto Group, LLC which he formed in August 2015.

Carmen Joseph Carbona

Carmen Joseph Carbona, 54, has been employed by Health Direct, a division of Kinney Drugs, since 2005 as a Pharmaceutical Representative providing hospitals, nursing homes, group homes and clinics with pharmaceutical supplies.

29

 
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
 
None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.
 
CORPORATE GOVERNANCE MATTERS
 
Audit Committee
 
The board of directors has established an audit committee, and the functions of the audit committee are currently performed by our Corporate Secretary, with assistance by expert independent accounting personnel and oversight by the entire board of directors. We are not currently subject to any law, rule or regulation requiring that we establish or maintain an audit committee.

Board of Directors Independence. Our board of directors currently consists of three members. We are not currently subject to any law, rule or regulation requiring that all or any portion of our board of directors include "independent" directors.
 
Audit Committee Financial Expert. Our board of directors has determined that we do not have an audit committee financial expert serving on our audit committee within the meaning of Item 407(d)(5) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to the Company's financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.
 
We have not yet replaced our former audit committee financial expert, but we are engaged in finding a suitable replacement.
 
Code of Ethics
 
We have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.
 
Nominating Committee
 
We have not yet established a nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.
30

Compensation Committee
 
We have not established a compensation committee. Our board of directors, sitting as a board, performs the role of a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received and written representations from reporting persons required to file reports under Section 16(a), all of the Section 16(a) filing requirements applicable to such persons, with respect to fiscal year 2015, appear not to have been complied with to the best of our knowledge.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
None.
 
Name
 
Salary
 
Position
Joseph C. Passalaqua
 
$
0
 
 
 
As Chairman of the Board, Chief Executive Officer and Director
 
 
 
 
 
 
 
 
 
 
Carman J. Carbona
 
$
0
 
 
 
As Chief Financial Officer and Director
 
 
 
 
 
 
 
 
 
 

 
SUMMARY COMPENSATION TABLE
 
Name and Principal Position
Fiscal
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Nonequity
Incentive
Plan
Compen-
sation ($)
 
Non-
Qualified
Deferred
Compen-
sation
Earnings
($)
 
All
Other
Compen-
sation
($)
 
Total
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joseph C. Passalaqua
2013
 
$
0
 
$
0
 
$
 0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
(Principal Chief Executive Officer, President and Director)
2014
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carman J. Carbona
2013
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
(Secretary and Director)
2014
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
 
None
 
Directors Compensation
 
No director received compensation for services rendered in any capacity to us during the fiscal years ended June 30, 2014 and June 30, 2015.
 
Indemnification of Directors and Officers
 
Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.
 
Compensation Committee Interlocks and Insider Participation
 
We have not established a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee. During the last fiscal year, Mr. Gunther Than, an executive officer, participated in our board of directors' deliberations concerning executive officer compensation.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
The following tables set forth information as of June 30, 2015 regarding the beneficial ownership of our common stock each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; each director known to hold common or preferred stock;  the Company's chief executive officer; and the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock.
 
 
 
 
 
NUMBER OF
SHARES
 
PERCENT OF
SHARES
NAME AND ADDRESS OF
 
TITLE
 
BENEFICIALLY
 
BENEFICIALLY
BENEFICIAL OWNER
 
OF CLASS
 
OWNED
 
OWNED
Joseph C. Passalaqua
 
 
Common
 
 
 
1,,692,117,623
 
 
 
57.279
%
106 Glenwood Drive
 
 
 
 
 
 
 
 
 
 
 
 
Liverpool, NY 13090
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carman J. Carbona
 
 
Common
 
 
 
0
 
 
 
0
%
937 Old Seneca Turnpike
 
 
 
 
 
 
 
 
 
 
 
 
Skaneateles, NY 13152
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All Directors and officers as a group (2 members)
 
 
Common
 
 
 
1,692,117,623
 
 
 
57.279
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders.
 
32

 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
The following table shows the fees paid or accrued for the audit and other services provided by our independent registered public accounting firm.
 
 
 
 
2015
 
 
 
2014
 
Audit fees
 
$
5,000 
 
 
$
5,000
 
Audit related fees
 
 
0
 
 
 
0
 
Tax fees
 
 
0
 
 
 
0
 
All other fees
 
 
0
 
 
 
0
 
 
Audit Fees
 
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.
 
Audit Related Fees
 
Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
 
Tax Fees
 
Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
 
33

All Other Fees
 
All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.

PRE-APPROVAL POLICIES
 
Our audit committee does not rely on pre-approval policies and procedures. Typically, Management has sought out audit firm candidates and presented them to the audit committee. Before the auditor renders audit and non-audit services our board of directors approves the engagement.
 
PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
The following exhibits are filed as part of this Form 10-K:
 
31.1
Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer *
 
 
31.2
Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Office *
 
 
32.1
Certification by the Chief Executive Officer  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
 
32.2
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
 
*Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 17, 2017.
 
 
View Systems, Inc.
 
 
 
 
 
 
By:
/s/ Joseph C. Passalaqua
 
 
 
Joseph C. Passalaqua
 
 
 
Chief Executive Officer
 
 
 
(Principal executive officer)
 
 
34

Each person whose signature appears below appoints Gunther Than as his or her attorney-in-fact, with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of View Systems, Inc., and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:
 
Name
 
Title
 
Date
 
 
 
 
 
/s/ Joseph C. Passalaqua
 
Director, Chief Executive Officer  and Secretary
 
October 17, 2017
Joseph C. Passalaqua
 
 
 
 
 
 
 
 
 
/s/ Carman J. Carbona
 
Director abd Chief Financial Officer
 
October 17, 2017
Carman J. Carbona
 
 
 
 
 
 
 
 
 
 
 
 
 
35