UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

Amendment No. 1

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|-------------------------------------------------------------- | ----------------------------------------------------------------------------------------
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|x                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934
|                                                               | For the quarterly period ended: March 31, 2010                                          
|Or                                                            
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                               |                                                                                         
|For the transition period from: _____________ to _____________

All State Properties Holdings, Inc.

(Exact name of registrant as specified in its charter)

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|---------------------------- |  | ------------- |  | -------------------
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|Nevada                       |  | 000-12895     |  | 59-2300204         
|(State or Other Jurisdiction |  | (Commission   |  | (I.R.S. Employer   
|of Incorporation)            |  | (File Number) |  | Identification No.)

6465 N. Quail Hollow Rd., Ste. 200, Memphis, TN  38120

(Address of Principal Executive Office) (Zip Code)

(901) 271-3779

(Registrants telephone number, including area code)

360 Main Street, Washington, VA  22747

(Former name, former address and former fiscal year, if changed since last report)

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

133,466,488

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  ̈



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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 ̈NOx

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):

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|------------------------- | ------------------ | ----------------------- | ---------------------------
|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 ̈NOx



The aggregate market value of the common stock held by non-affiliates of Registrant was $ 2,196,134, as of May 14, 2010 based on the last sale price of $.09 for each share of common stock on such date.  As of May 14, 2010, there were 133,466,488 shares outstanding.

EXPLANATORY NOTE



Explanation of the Amended Form 10-Q for the quarterly report ended March 31, 2010.



This Amendment No.1 on Form 10-Q/A amends  All State Properties Holdings, Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2010, as initially filed with the Securities and Exchange Commission on May 25, 2010.



This Amendment No.1 is being filed solely to amend whether the registrant is a shell company which was not checked on the original Report as it appeared on the original Form 10-Q on the US SEC website.



This clerical correction has no impact on the consolidated Balance Sheets, Statements of Operations, Statement of Changes in Stockholders' or Statements of Cash Flows.



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All State Properties Holdings, Inc.

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.

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|                    | All State Properties Holdings, Inc.
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|Date:  May 27, 2010 | By:                                 | /s/ E. Robert Gates
|                    |                                     | E. Robert Gates    
|                    |                                     | CEO