UNITED STATES      
     SECURITIES AND EXCHANGE COMMISSION    
       Washington, D. C. 20549      
             
             
     
  Form 10-Q/A
Amendment No 1
     
             
             
   
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
             
      For the quarterly period ended March 31, 2014      
             
       or      
             
   
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       32-0252180  
   (State or other jurisdiction of incorporation)        (IRS Employer Identification Number)  
             
             
  106 Glenwood Drive          
   Liverpool, New York       13090  
     (Address of principal executive offices and Zip Code)        (Zip Code)  
             
             
       (315) 451-7515      
       (Registrant's telephone number, including area code)      
             
 
 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X]   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 (SS 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 [X]     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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[  ]
Accelerated Filer
[  ]
Non-accelerated Filer
[  ]
Smaller Reporting Company
[X]
(Do not check if 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 [X]    NO [  ]
 
 
   APPLICABLE ONLY TO CORPORATE ISSUERS:  
     
 As of October 17, 2017, there were 2,964,181,540 shares of the registrant's $0.0001 par value common stock issued and outstanding.  
 
Explanatory Note
 
All State Properties Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2014 (the “Form 10-Q”), filed with the Securities and Exchange Commission on October 17, 2017 (the “Original Filing Date”), solely to furnish the corrected Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
 
 
101.INS
XBRL INSTANCE DOCUMENTS
 
101.SCH
XBRL TAXONOMY EXTENSION SCHEMA
 
101.CAL
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
 
101.DEF
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
 
101.LAB
XBRL TAXONOMY EXTENSION LABEL LINKBASE
 
101.PRE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
 
No other changes have been made to the Form 10-Q/A. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 

1


 
 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 18t h of October 2017.
 

 
   ALL-STATE PROPERTIES HOLDINGS, INC. 
   (the "Registrant")
     
   BY:    JOSEPH PASSALAQUA
     Joseph Passalaqua
     President, Principal Executive Officer,
     
 

 
2

 

 

Exhibit 31.1
 

 

CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002

 
I, Joseph C. Passalaqua, certify that:
 

1.  
I have reviewed this Form 10-Q/A Amendment No. 1 for the quarter ended March 31,2014 of All-State Properties Holdings, Inc.
 

2.  
Based on my knowledge, this report does not contain any untrue statement of a 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 registrant 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 

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

b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 

c.  
Evaluated the effectiveness of the registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant'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 registrant'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 registrant's internal control over financial reporting.
 

Date:          October 18, 2017                                                                    /s/ Joseph C. Passalaqua
    Joseph C. Passalaqua
Principal Executive Officer
 

Exhibit 31.2
 

 

CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002

 
I, Carman J. Carbona, certify that:
 

1.  
I have reviewed this Form 10-Q/A Amendment No. 1 for the quarter ended March 31, 2014 of All-State Properties Holdings, Inc.
 

2.  
Based on my knowledge, this report does not contain any untrue statement of a 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 registrant 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 

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

b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 

c.  
Evaluated the effectiveness of the registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant'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 registrant'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 registrant's internal control over financial reporting.
 

Date:          October 18, 2017                                                                   /s/Carman J. Carbona
    Carman J. Carbona
Principal Principal Financial Officer
 

 
Exhibit 32.1





 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of All-State Properties Holdings, Inc. (the "Company") on Form 10-Q/A Amendment No. 1 for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Joseph C. Passalaqua, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)  
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated this 18th  day of October, 2017.
 

 
/s/Joseph C. Passalaqua
       Joseph C. Passalaqua
Chief Executive Officer
 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Good Gaming, Inc., and will be retained All-State PropertiesHoldings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2





 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of All-State Properties Holdings, Inc. (the "Company") on Form 10-Q/A Amendment No. 1 for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Carman J. Carbona, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)  
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated this 18t h day of October, 2017.
 

 
/s/Carman J, Carbona
        Carman J. Carbona
Chief Financial Officer
 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Good Gaming, Inc., and will be retained All-State PropertiesHoldings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 

atpt-20140331.xml
Attachment: XBRL INSTANCE DOCUMENT


atpt-20140331.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA


atpt-20140331_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE


atpt-20140331_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE


atpt-20140331_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE


atpt-20140331_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE