PETRO USA, INC. - Annual Report: 2009 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-12895

_______________________________________________

ALL STATE PROPERTIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

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

8,809,115

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

Title of Class

Common Stock, $.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (229.405 of this chapter) 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 III of this Form 10-K or any amendment to this Form 10-K. YES x NO

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company x

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

The aggregate market value of the common stock held by non- affiliates of Registrant was $ 1,634,405.46, as of October 9, 2009, based on the last sale price of $0.19 for each share of common stock on such date.

ALL-STATE PROPERTIES HOLDINGS, INC.

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED JUNE 30, 2008

I N D E X

A Note About Forward-Looking Statements

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

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

• statements regarding our research and development efforts;

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

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

• statements regarding our ability to compete with third parties;

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

• any statements other than historical fact.

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

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

PART I.

ITEM 1. BUSINESS

(a) General Development of Business

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

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

2000. Since that time, 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").

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

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

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

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

All State Properties Holdings, Inc. was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  The company not commenced planned principal operations.  The Company has a June 30 year end. As of June 30, 2008, the issued and outstanding shares of common stock totaled 8,809,065.

(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. The Company will account for the transaction as a reverse merger.

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.

On January 3, 2008, Stanley Rosenthal surrendered 100,000 partnership units back to the company in exchange for a dismissal of a note receivable that was non-recourse and payable solely from the Company’s distributions.

On February 13, 2008, Richard Astley surrendered 30,000 partnerships units back to the company in exchange for a dismissal of a note receivable that was non-recourse and payable solely from the Company’s distributions.

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

Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Purchase 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.

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”).

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

On May 29, 2008 All State Properties LLP, a Delaware limited liability, company entered into a merger with All State Properties Holdings, Inc., a Nevada Corporation and ceased to exist under the terms of the merger. As of June 30, 2008, the issued and outstanding shares of common stock totaled 8,809,065.

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

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

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

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

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

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

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

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

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

(x.)            Registrant employs no employees.

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

Not applicable.

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

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

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

None.

PART II.

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

Public Market for Common Stock

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

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

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

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

Shareholders.

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

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

Dividends.

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

Equity Compensation Plan Information.

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

 Recent Sale of Unregistered Securities.

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

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

ITEM 6.   SELECTED FINANCIAL DATA.

Not Applicable.

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

Forward Looking Statements

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

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

Critical Accounting Policies

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

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

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

REVENUES

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

OPERATION AND ADMINISTATIVE EXPENSES

Operating expenses decreased by $38,195 or approximately 74%, from $51,628 in the year ended June 30, 2008 to $13,433 in the year ended June 30, 2009. Operating expenses primarily consist of Professional fees that are paid to accountants and attorneys throughout the year for performing various tasks, and Office expenses. Professional fees decreased by $36,967 or approximately 74%, from $50,095 in the year ended June 30, 2008 to $13,128 in the year ended June 30, 2009. Office expenses decreased by $1,228 or approximately 80%, from $1,533 in the year ended June 30, 2008 to $305 in the year ended June 30, 2009.  The bulk of the decrease in expense was due to a decrease in professional fees when comparing the same period in 2008.

LIQUIDITY AND CAPITAL RESOURCES

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

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

Net cash used in operating activities was $15,592 during the twelve-month period ended June 30, 2009, mainly representative of the amount of indebtedness due a related party during 2009. This compares to net cash used in operating activities of $72,511 for the twelve-month period ended June 30, 2008.

Net cash provided by investing activities was $0 during twelve-month period ended June 30, 2009, mainly representing the proceeds from distributions from the investment in the LLC. This compares to net cash provided by investing activities of $26,577 for the twelve-month period ended June 30, 2008.

Net cash provided by financial activities was $15,492 during twelve-month period ended June 30, 2009, mainly representing the proceeds from related party notes. This compares to net cash provided from financing activities of $17,900  for the twelve-month period ended June 30, 2008 due to the repayment of related party notes of $16,962.

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

We believe that our results of operations will provide us with the necessary funds to satisfy our liquidity needs for the next 12 months. To the extent they are not, however, our principal stockholder has agreed to fund our operations for the next twelve-month period and beyond.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

K Y A N   W I L L I A M   K R A U S  

Certified Public Accountant

641 South Water Street

Kent, Ohio  44240

(330) 688-6372

INDEPENDENT ACCOUNTANT’S COMPILATION REPORT

All State Properties Holdings, Inc.

(a Development Stage Company)

To The Board of Directors:

I have compiled the accompanying Balance Sheets of All State Properties Holdings, Inc. (a Development Stage Company) as of June 30, 2009 and 2008 and the related Statements of Operations, Shareholders’ Deficit, and Cash Flows for the years then ended and during the development period (Inception April 1, 2009 to June 30, 2009), in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.

The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern.  As discussed in Note 3 to the financial statements, the company has incurred significant losses and is dependent on obtaining adequate capital to fund these operating losses.  This condition raises substantial doubt about the company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

A compilation is limited to presenting in the form of financial statements information that is the representation of management.  I have not audited or reviewed the accompanying statements and accordingly, do not express an opinion or any other form of assurance on them.

Kyan W. Kraus, CPA

October 8, 2009 

F-1

-2

F-3

F-4

F-5

1.

Organization, Description of Business, and Basis of Accounting

Business Organization

All State Properties L.P., a limited partnership was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by its’ predecessor corporation, All State Properties, Inc.  All State Properties Holdings, Inc., a corporation (the Company) was organized under the State of Nevada on April 24, 2008 to conduct business formerly carried on by its’ predecessor partnership, All State Properties L.P. (the Partnership).The Partnership merged with the Company on May 29, 2008.  The Company acquired all of the assets and assumed all of the liabilities and obligations of the Partnership. At May 29, 2008, each unit, having a par value of $0.001 per share of the Partnership was converted into one issued and outstanding share of Common Stock having a par value of $0.0001 of the Company.

The Company’s fiscal year end is June 30th. The company is currently in the development stage and has limited assets and no revenue. In accordance with the AICPA’s State of Financial and Accounting Services Statement No.7, it is considered a Development Stage Company.  

Accounting Basis

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

2.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation has been calculated over the estimated useful lives of the assets ranging from 3 to 5 years.  The cost of maintenance and repairs is expensed as incurred.  At June 30, 2009, the Company has no property and equipment.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. At June 30, 2009, 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 accumulated depreciation and amortization.

As of June 30, 2009, the deferred tax asset related to the Company's net operating loss carryforward is fully reserved.  Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

2.

Summary of Significant Accounting Policies (Cont.)

Dividends

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

Fair Value of Financial Instruments

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

Foreign Currency Translation

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

Earnings (Loss) per Share

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

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

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

As of June 30, 2009, the Company’s has no issued and outstanding warrants or options.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123®, “Share-Based Payment.” SFAS No. 123® generally requires share-based payments to employees, including grants of employee stock options and other equity awards, to be recognized in the statement of operations based on their fair values. Thus, the Company records compensation expense for all share-based awards granted, based on the grant date fair value estimated in accordance with the provisions of SFAS 123®. The Company adopted SFAS 123® using the modified prospective method, which requires that compensation expense for the portion of awards for which the requisite service has not yet been rendered and that are outstanding as of the adoption date be recorded over the remaining service period. Prior to the adoption of SFAS No. 123®, the Company had no share-based compensation arrangements. Accordingly, no prior periods have been

2.  Summary of Significant Accounting Policies (Cont.)

Stock Based Compensation (Cont.)

restated, the impact of SFAS 123® is not presented, and no pro forma amounts are presented had the Company recognized stock-based compensation in accordance with SFAS No. 123®.

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

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

Use of Estimates

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

Recent Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rational as to why the date was selected. SFAS 165 is effective for interim and annual periods ended after June 15, 2009. The Company has adopted the provisions of SFAS 165. The Company has evaluated subsequent events through October 8, 2009.

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

3.

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.

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. There were 100,000,000 Shares of Common Stock authorized at a par value of $0.0001and  8,809,115 shares were issued and outstanding at June 30, 2009.  The Company has no other classes of shares authorized for issuance.

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

5.

Income Taxes

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

The operating losses derive a deferred tax asset of approximately $ 5,182 and $13,176 at June 30, 2009 and 2008, respectively.  At June 30, 2009 and 2008, 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 carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

6.

Corporate Acquisition History

In March 2007, The Company entered into an Acquisition Agreement with Hubei Longdan Delaware, Inc. (“Longdan”) which would be accomplished through a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions were satisfied, including approval of the transaction by its partners. In November, 2007, the Company terminated this Acquisition Agreement based on the breach of its terms by Longdan.

On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Mr. Stanley Rosenthal, General Partner of the Company and an individual resident of the State of Florida ("Rosenthal").  Under the terms of the Agreement, Belmont agreed to loan the Company $22,000.00.  As consideration for the Loan, the Company and Rosenthal agreed to grant Belmont a promissory note to repay the Loan, Rosenthal agreed to resign as the General Partner of the Company and Joseph Meuse was appointed as the General Partner.   In

7.   Corporate Acquisition History (Cont.)

addition, Belmont paid for reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with the Purchase Agreement and all related agreements and transactions contemplated by the Agreement up to an amount that did not exceed $10,000. The Company agreed that any Legal Expenses would be added to the Loan as principal. Immediately upon execution of this Agreement, Belmont loaned the Company an additional $4,000 which was applied to legal fees.

On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement with the Company and Mr. Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont.  Under the terms of this Agreement, Belmont would sell to Greenwich 50.001% (fifty and one one-thousandth percent), or 4,471,000 Units of the issued and outstanding partnership units.  In conjunction with this Agreement, the brokers would receive 1,150,000 units and Mr. Garry McHenry, as the new general partner, would receive 200,000 units as compensation

On May 29, 2008, our predecessor, All State Properties, L.P., a Delaware limited partnership (“ASP”), and All State Properties Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of ASP (“ASPH”), entered into an Agreement and Plan of Merger.  This agreement called for ASP to merge with and into ASPH, so that ASP and ASPH would become a single corporation and be named All State Properties Holdings, Inc.  Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and By-laws of ASPH became the Certificate of Incorporation and By-laws of the Surviving Corporation.  In addition, each partnership unit of ASP outstanding immediately prior to the Merger was converted into 1 issued and outstanding share of common stock of the Surviving Corporation, so that the holders of all of the outstanding units of common stock of ASP immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of ASPH owned by ASP immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.

On February 17, 2009 All State Properties Holdings, Inc. entered into an agreement with Belmont Partners, LLC (“Belmont”) and Greenwich Holdings, LLC through which Belmont acquired 4,471,000 common stock shares of the Company representing at least 50.001% (fifty and one one-thousandth percent) of the capital stock of the Company.

On February 19, 2009 All State Properties Holdings, Inc. entered into an agreement with, The Colosseum, LLC (“Colosseum”) and Belmont Partners, LLC through which Colosseum would acquire approximately 50.001% (fifty and one one-thousandth percent) of the capital stock of the Company.  Concurrent with this agreement, Mr. Mark Kinser was appointed to the Board of Directors as a Director and named as the new President and Secretary of the Company, and Mr. Joseph Meuse resigned from all positions held in the Company.

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

On August 27, 2009 the Company entered into an agreement with MB Consulting Services, LLC and Belmont Partners, LLC through which MB Consulting would acquire approximately 50.001% (fifty and one one-thousandth percent) of the capital stock of the Company. The Company anticipates pursuing the acquisition of certain material oil and gas related assets.

8.   Corporate Acquisition History (Cont.)

On August 28, 2009, Mr. Joseph Meuse appoints E. Robert Gates to the Board of Directors as Director, and as President and Secretary of the Company and Mr. Meuse subsequently resigned as Director and officer of the Company.

9.

Key Operating Officer

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

10.

Related Party Transactions

During fiscal 2009, funds were advanced to the Company by a former officer for working capital needs.  The amounts were non-interest bearing, unsecured, with no stated terms for repayment.  These advances were forgiven together with accrued interest in the amount of $33,392 resulting in a gain to the Company.

11.

Subsequent Events

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

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

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

On September 1, 2009 the Company increased its authorized shares of common stock to 200,000,000.

ITEM 9B. OTHER INFORMATION

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

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

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

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

Certain Legal Proceedings

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

Section 16(a) Beneficial Ownership Reporting Compliance.

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

Code of Ethics

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

Nominating Committee

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

Audit Committee

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

ITEM 11. EXECUTIVE COMPENSATION

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

Employment Agreements

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

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

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

___________________________________________________________________________________

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

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company’s fiscal year ended June 30, 2009, we have not been billed for professional services rendered for the audit of our financial statements.

Tax Fees

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

All Other Fees

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

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

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

Balance Sheets as of June 30, 2009 and 2008

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

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

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

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

2. FINANCIAL STATEMENT SCHEDULES:

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

3. EXHIBITS:

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 13, 2009

By: /s/ E. Robert Gates

           E. Robert Gates

           Chairman and Chief Executive Officer

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