SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): July 2, 2018 

ALL STATE PROPERTIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Nevada
 000-12895
32-0252180
(State or other jurisdiction of Incorporation)
 (Commission File Number)
(IRS Employer Identification Number)


106 Glenwood Drive
Liverpool, NY 13090
(Address of principal executive offices)

(315) 451-7515
(Registrant's Telephone Number)

 
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
£    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£    Pre-commencement communications pursuant to Rule 13e-4(c) unde the Exchange Act (17 CFR 240.13e-4(c))
 
 
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
 
Item 1.02   Termination of a Material Definitive Agreement.
 
On July 2, 2018, All State Properties Holdings, Inc. (the “Company”) entered into a Settlement Agreement (the Settlement Agreement") whereby the parties terminated their Common Stock Purchase Agreement (the "Purchase Agreement") dated December 8, 2017 with Maurice Parham of Missouri City, Texas in accordance with the termination provisions in said Purchase Agreement, and return the parties to their pre-Purchase Agreement status thereby Maurice Pelham resigned from the Company and Joseph C. Passalqua wa reinstated to the the Board of Directors of the Company.  Maurice Parham will not traansfer to the Company the rights to the Universal Nation business plan.  The Company shall reinstate its name as All State Properties Holdings, Inc. and cancel its plan for an 80-1 reverse split of its existing shares and issue 200,000,000 New Shares.
 
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
 
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
(a)           On July 2, 2018, Mr. Maurice Parham presented to the Board of the Company a letter of resignation whereby he resigned from his positions as Chief Executive Officer and Secretary, and member of the Board and all other positions to which he has been assigned, regardless of whether Mr. Passalaqua served in such capacity, of the Company, effective at 11;59 A.M. on July 1, 2017.  Mr. Parham’s resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.  A copy of Mr. Parham’s resignation letter is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.
 
(c)           On July 2, 2018, the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent and the members of the board of directors (the “Board”) of the Company approved by unanimous written consent, (i) the acceptance of resignation of Mr. Maurice Parham from his positions as an officer and director of the Company, and (ii) the appointment of Mr. Joseph C. Passalaqua as Chief Executive Officer and as member of the Board of the Company.
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.
 
Involvement in Certain Legal Proceedings  
 
During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On July 2, 2018, the Board of Directors and Shareholders of the Company agreed to file an Amendment to its Articles of Incorporation to cancel the 80-1 reverse split of its existing shares rounding off to 100 shares minimum round lots, cancel the reduction of its authorized Commobn Stock from 7,000,000,000 to Common Shares to 500,000,000 and reinstate its name as All State Properties Holdings, Inc. 
 
2
 
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01 Financial Statements and Exhibits
 
Exhibit Index
 
Exhibit No.:
 
Description:
10.1
 
Settlement Agreement
99.1   Resignation Letter of Maurice Parham dated July 2, 2018 
 
 
 
 
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SIGNATURE
 
 
Pursuant to the requirements 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:
July 2, 2018
By:
JOSEPH C. PASSALAQUA
   
Name:
Joseph C. Passalaqua
   
Title:
CEO
 

 


4
Exhibit 10.1

SETTLEMENT AGREEMENT

This Settlement Agreement ("Settlement Agreement") is entered into as of June 30, 2018 by and between MAURICE PARHAM with an address at Universal Nations, Inc., 16530 Lonesome Quail Dr., Missouri City, TX 77489 ("Parham"), FRICTION AND HEAT, LLC a limited liability company organized in the State of Utah with an address at 7325 Oswego Road, Liverpool, NY 13090 ("Friction"), SEA ALIVE, INC. a corporation organized in the State of Utah with an address at 106 Glenwood Drive, Liverpool, New York 13090 ("Sea Alive") and ALL STATE PROPERTIES HOLDINGS, INC. a public company organized in the state of Nevada and traded on the OTC under the symbol "ATPT" with its principle address located at  106 Glenwood Drive, Liverpool, New York 13090 ("All State")").  Each of Perham, Friction, Sea Alive and All State is referred to herein as a "Party," and collectively as the "Parties".

WHEREAS, the Parties entered into a Common Stock Purchase Agreement on November 29, 2017 (the "Purchase Agreement")

WHEREAS, All State has authorized 7,000,000,000 shares of common stock, par value $.0001 per share (the "Common Stock"), of which 2,964,182,540 shares of Common Stock are issued and outstanding as of the date hereof (the "Outstanding Shares");

WHEREAS, Sea Alive owns 1,692,117,623 shares of the Common Shares or approximately 57% of the Outstanding Shares (the "Control Stock"), as of the date hereof;

WHEREAS, Sea Alive in accordance with the Purchase Agreement wished to sell the Control Stock to Friction;

WHEREAS, Friction in accordance with the Purchase Agreement wished to sell the Control Stock to Perham;

WHEREAS, Perham in accordance with the Purchase Agreement now owes Friction a total of $550,0000 for the Control Stock in All State,

WHEREAS, the Parties now desire to terminate the Purchase Agreement, whereby Sea Alive remains the owner of the Control Stock and Perham's obligation to pay $550,000 to Friction likewise terminates;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, Parham and Pegasus do hereby agree as follows:


1. RELEASE.  Parham does hereby fully and forever remise, release and discharge, and by these presents, does for its agents, servants, past, present or future officers, shareholders, directors, employees, attorneys, representatives, parents, subsidiaries, subdivision, affiliated or related entities, affiliates, executors, administrators, predecessors, successors and assigns, remise, release and discharge, Friction, Sea Alive and All State and any of its agents, servants, past, present or future officers, shareholders, directors, employees, attorneys, representatives, parents, subsidiaries, subdivision, affiliated or related entities, affiliates, executors, administrators, predecessors, successors and assigns, from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever in law or in equity, under federal or state constitutions, statutes, laws, ordinances or regulations, or under common law, whether known or unknown, foreseen or unforeseen, which Parham ever had, has or could have against Friction, Sea Alive and All State in connection with the subject matter relating to the aforementioned Purchase Agreement.

2. EFFECTIVE TIME OF RELEASES. The releases described above shall become effective immediately upon the execution of this Settlement Agreement.

3. SUCCESSORS. This Settlement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

4. SEVERABILITY. If any provision of this Settlement Agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be modified to the minimal extent required to make it legal and enforceable, consistent with the spirit and intent of the Settlement Agreement. If such provision cannot be so modified, the provision shall be deemed separable from the remaining provisions of this Settlement Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this Settlement Agreement.

5. APPLICABLE LAW. This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws provisions.

6. AMENDMENTS. This Settlement Agreement shall not be amended except by a written agreement signed by all the parties.

7. NOT EVIDENTIARY. This Settlement Agreement shall not be introduced in evidence or otherwise be used in litigation for the purposes of establishing or construing rights and obligations of the parties, except in an action to enforce the provisions of this Settlement Agreement.

8. DISCLOSURE. The parties each agree that, without the prior written consent of the other parties hereto, neither of them will voluntarily disclose the existence or content of this Settlement Agreement to any third party.  This provision shall not preclude such disclosure (a) to the independent accountants or attorneys for the disclosing party, (b) in any regulatory filing, if counsel for the disclosing party reasonably advises the disclosing party that such disclosure is necessary, (c) to any existing or prospective lender or investor of the disclosing party, (d) in any legal proceeding if required by judicial order or (e) pursuant to the requirement of a governmental agency.

9. COUNTERPARTS. This Agreement may be executed in counterparts, in which case each executed counterpart will be deemed an original and all executed counterparts will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Settlement Agreement as of the date first above written.


FRICTION AND HEAT LLC: MAURICE PARHAM:


__/s/.Joseph C. Passalaqua______ /s/Maurice Perham__________
By: Joseph C. Passalaqua                       Maurice Parham
President and Chief Executive Officer

Date:  July 2, 2018______________ Date: July 2, 2018____________


SEA ALIVE, INC.


__/s.Joseph C. Passalaqua________
By: Joseph C. Passalaqua
President and Chief Executive Officer

Date: _July 2, 2018______________


ALL STATE PROPERTIES HOLDINGS, INC.

__/s.Joseph C. Passalaqua________
By: Joseph C. Passalaqua
President and Chief Executive Officer

Date: ___July 2, 2018____________

 
Maurice Parham




July 2, 20187



Board of Directors
All State Properties Holdings, Inc.

Gentlemen:

I hereby resign my positions as Officer and Director and all other positions to which I have been assigned, regardless of whether I served in such capacity, of the Company, effective at 11:59 A.M., July 1, 2018.  The resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.


/s/ _ Maurice Parham____________
By: Maurice Parham
President and Chief Executive Officer