10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K /A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended June 30, 2010

OR

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

For the transition period from                 to                 

Commission file number: 000-12895

ALL STATE PROPERTIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	59-2300204         (I.R.S. Employer Identification No.)
2333 Alexandria Drive Lexington, KY (Address of principal executive offices)	40504 (Zip Code)

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

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

135,667,493

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

Title of Class

Common Stock, $.0001 par value per share

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

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

Yes o  No x

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No x

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filero	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The aggregate market value of the common stock held by non- affiliates of Registrant was $ 1,081,917, as of October 8, 2010, based on the last sale price of $0.0017 for each share of common stock on such date.

EXPLANATORY NOTE

All State Properties Holdings, Inc. (the “Company”) is filing this Amendment (the “Amendment”) to its Annual Report on Form 10-K/A for the fiscal year ended June 30, 2010 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “Commission”) on October 13, 2010, solely for the purpose of revising the number of shares outstanding and Item 8 as a result of the inadvertent omission of the audited balance sheet and also the inadvertent omission of certain information contained in the Notes to Financial Statements.  In addition, the Company is also including Exhibits 23.1, 31.1 and 32.1, which are required by the filing of this Amendment.  This Amendment amends and supplements these parts of the Original Filing only.  This Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other disclosure contained therein in any w ay.

Number of Shares Outstanding

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

ALL-STATE PROPERTIES HOLDINGS, INC.

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED JUNE 30, 2009

I N D E X

			Page
PART II.
	Item 8.	Financial Statements and Supplementary Data	F-1
PART III.
	Item 15.	Exhibits and Financial Statement Schedules	28
Signatures			29

PART II.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the years ended June 30, 2010 and 2009

4.

Capital Stock

The Company has 10,000,000 shares of Preferred Stock authorized at a par value of $0.0001 and none has been issued at June 30, 2010 and 2009.

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

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

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

On September 10, 2009, the Company issued 5,000,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 250,000 Shares of Restricted Common Stock in satisfaction of $20,000 to creditors. This transaction was contractual in nature and valued at market. The value of these transactions amounted to $400,000 and $20,000 respectively.

On September 16, 2009, the Company issued 3,325,000 shares of Unrestricted Common Stock in satisfaction of $266,000 of additional obligations of the Company. This transaction was contractual in nature and is valued at market. The value of this transaction amounted to $432,250.

In October, 2009, the Company issued 12,250,000 shares of Unrestricted Common Stock as satisfaction of a promissory note payable. This stock was obligated by the Company on August 28, 2009, and a demand promissory note and hypothecation agreement were executed on that date. The Company set aside stock to cover the original debt of $12,250 since the demand promissory note was considered due, and the debt delinquent, at the time executed and the market value was used to value the stock on the date obligated and set aside.  This transaction resulted in a loss on settlement of debt in the amount of $967,750.

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the years ended June 30, 2010 and 2009

4.

Capital Stock (Cont.)

On December 29, 2009, the Company issued 993,000 Shares of anti-dilutive Restricted Common Stock in contractual obligations to the key officers of the Company and 349,359 Shares of Restricted Common Stock as part of the purchase agreement with Belmont Partners.  This transaction was contractual in nature and valued at market. The value of this transaction amounted to $129,090 and $45,441.

On June 23, 2010, the Company issued 600,000 shares of Restricted Common Stock in exchange for investor relations services. This transaction was contractual in nature and is valued at $42,000 or market.

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

6.   Notes Payable - Officers

During the year ended June 30, 2010, the Company transferred the accrued officer’s salaries to promissory notes payable.  These notes bear interest at 12% and are unsecured and due on demand. The balance of these notes at June 30, 2010, was $427,000, with accrued interest of $19,736.

7.  Subsequent Events

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

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

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

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

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

All State Properties Holdings, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

For the years ended June 30, 2010 and 2009

7.  Subsequent Events (Cont.)

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

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

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

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

Balance Sheets as of June 30, 2010 and 2009

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

2. FINANCIAL STATEMENT SCHEDULES:

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

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

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

SIGNATURES

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

ALL STATE PROPERTIES HOLDINGS, INC.

Date:  October 14, 2010

By: /s/ Robert L. Hamilton

           Robert L. Hamilton

           Chief Executive Officer and President

EX-31

SECTION 302 CERTIFICATION

I, E. Robert Gates, certify that:

1. I have reviewed this annual report on Form 10-K/A of All State Properties Holdings, Inc. for the fiscal year ended June 30, 2010;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 33-8238;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

e.

Other individuals were in control of the accounting during the periods ending June 30, 2010 and June 30, 2009 for which we were not responsible. Events possibly occurred during those periods for which we were not responsible, were not knowledgeable of, nor did we exercise control during those periods.  We are not aware of any such events, and none have come to our attention during the period of our control.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Dated: October 14, 2010	By:	/s/ Robert L. Hamilton
		Robert L. Hamilton
		Chief Executive Officer and President

EX-32

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), we, E. Robert Gates, Chairman and Chief Executive Officer, and John C. Miller, President and Chief Operating Officer of All State Properties Holdings, Inc., a Nevada corporation (the “Company”), hereby certify, to the best of our knowledge, that:

(1) the Company’s Annual Report on Form 10-K/A for the year ended June 30, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 14, 2010

/s/ Robert L. Hamilton

Robert L. Hamilton

Chief Executive Officer and President
(Principal Executive Officer and Principal Accounting Officer)