UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





———————


FORM
10-Q


———————





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGEACT
      OF 1934For
      the quarterly period ended September 30, 2008Or ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGEACT
      OF 1934For
      the transition period from: _____________ to
  _____________





———————


ALL
STATE PROPERIES HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)


______________________________________________





Nevada
            
            32-0252180(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)106
      Glenwood Drive SouthLiverpool,
      New York
            
            13090(Address
      of principal executive offices)
            
            (zip
      code)





Registrant's
      telephone number, including area code:
              (315)
      451-7515
              
              All
      State Properties, L.P.
              P.O.
      Box 5524 Fort Lauderdale, FL  33310-5524
              (Former
      name or former address if changed since last
  report)





_____________________________________________




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




8,809,065




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. YESxNO




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    NOx




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. YESx   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. YESx
    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) YESxNO




The
aggregate market value of the common stock held by non- affiliates of Registrant
was $ 496,567, as of November 5, 2008, based on the last sale price of $0.12 for
each share of common stock on such date.





ALL
STATE PROPERTIES HOLDINGS, INC.


FORM
10-Q QUARTERLY REPORT


SEPTEMBER
30, 2008





INDEX








PART
      I. – FINANCIAL INFORMATION
            
            PAGEITEM
            1.
            Financial
      Statements
            
            3
      -11ITEM
            2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            12ITEM
            3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            13ITEM
            4.
            Controls
      and Procedures
            
            13Supplemental
      Information – ExhibitPART
      II. – OTHER INFORMATIONITEM
            1.
            Legal
      Proceedings
            
            14ITEM
            1.A
            Risk
      Factors
            
            14ITEM
            2.
            Unregistered
      Sales of Equity Securities and Use of  Proceeds
            
            14ITEM
            3.
            Defaults
      upon Senior Securities
            
            14ITEM
            4.
            Submission
      of Matters to Vote of Security Holders
            
            14ITEM
            5.
            Other
      Information
            
            14ITEM
            6.
            Exhibits
            
            14Signatures
            
            15Exhibit
      31.1Exhibit
      32.1













ALL
STATE PROPERTIES HOLDINGS, INC.





PART
I. – FINANCIAL INFORMATION





ALL
      STATE PROPERTIES HOLDINGS, INC.BALANCE
      SHEETSSeptember
      30,
              
              
              June
      30,2008
              
              
              2008CURRENT
      ASSETSCash
              
              $
              124
              
              
              $
              100TOTAL
      ASSETS
              
              $
              124
              
              
              $
              100LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      Payable
              
              $
              9,150
              
              
              $
              8,329Notes
      Payable
              
              
              -
              
              
              
              1,470Notes
      Payable Related Party
              
              
              26,293
              
              
              
              16,430TOTAL
      CURRENT LIABILITIES
              
              
              35,443
              
              
              
              26,229TOTAL
      LIABILITIES
              
              
              35,443
              
              
              
              26,229STOCKHOLDERS'
      DEFICITPreferred
      Stock, .0001 par value 10,000,000 shares authorized
              
              
              -
              
              
              
              -at
      September 30, 2008Common
      Stock, .0001 par value 100,000,000 shares authorized,and
      8,809,065 issued and outstanding at September 30, 2008
              
              
              881
              
              
              
              881Additional
      Paid in Capital
              
              
              26,577
              
              
              
              26,577Accumulated
      Deficit
              
              
              (62,777
              )
              
              
              (53,587
              )TOTAL
      STOCKHOLDERS' DEFICIT
              
              
              (35,319
              )
              
              
              (26,129
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              124
              
              
              $
              100













3







ALL
      STATE PROPERTIES HOLDINGS, INC.STATEMENTS
      OF OPERATIONSThree
      Months ended
              
              
              Three
      Months endedSeptember
      30,
              
              
              September
      30,2008
              
              
              2007OPERATING
      EXPENSESProfessional
      Fees
              
              $
              8,265
              
              
              $
              22,346Office
      Expense
              
              
              62Total
      Operating Expenses
              
              
              8,327
              
              
              
              22,346Total
      Operating Income (Loss)
              
              
              (8,327
              )
              
              
              (22,346
              )OTHER
      INCOME (EXPENSE)Interest
      Income
              
              
              -
              
              
              
              222Interest
      Expense
              
              
              (863
              )
              
              
              -Total
      Other Income (Expense)
              
              
              (863
              )
              
              
              222NET
      INCOME (LOSS) BEFORE TAXES
              
              
              (9,190
              )
              
              
              (22,124
              )TAX
      EXPENSE (BENEFIT)
              
              
              -
              
              
              
              -NET
      INCOME (LOSS)
              
              $
              (9,190
              )
              
              $
              (22,124
              )Net
      Loss per Common Share
              
              $
              (0.00
              )
              
              $
              -Net
      Income (LOSS) per Partnership Unit
              
              $
              -
              
              
              $
              (0.01
              )Weighted
      Common Shares Outstanding
              
              
              8,809,065
              
              
              
              -Partnership
      Units Outstanding
              
              
              -
              
              
              
              3,118,065


4




ALL
      STATE PROPERTIES HOLDINGS, INC.STATEMENTS
      OF CASH FLOWSSeptember
      30,
              
              
              September
      30,2008
              
              
              2007Cash
      Flows From Operating Activities:Net
      Income (Loss)
              
              $
              (9,190
              )
              
              $
              (22,124
              )Adjustments
      to reconcile net income (loss) to netcash
      provided (used) by operating activities:Increase
      (Decrease) in Accounts Payable
              
              
              821
              
              
              
              16,326Net
      cash used in operating activities
              
              
              (8,369
              )
              
              
              (5,798
              )Cash
      Flows From Financing Activities:Payments
      on Notes Payable
              
              
              (1,470
              )
              
              
              -Payment
      of Interest Receivable
              
              
              -Proceeds
      from (Payments on) Related Party Notes
              
              
              9,863
              
              
              
              -Distribution
      to Partners
              
              
              -Net
      cash provided by (used in) financing activities
              
              
              8,393
              
              
              
              -Cash
      Flows From Investing Activities:Issuance
      of Common Stock
              
              
              
              
              
              
              -Distributions
      from Investment in LLC
              
              
              -Payment
      from Distribution in LLC
              
              
              -Additional
      Paid in Capital
              
              
              
              
              
              
              -Net
      cash provided by Investing activities
              
              
              -
              
              
              
              -Net
      Increase (Decrease)  in cash
              
              
              24
              
              
              
              (5,798
              )Cash
      - Beginning of Period
              
              
              100
              
              
              
              28,134Cash
      - End of Period
              
              $
              124
              
              
              $
              22,336Supplemental
      Disclosures of Cash Flow Information:Cash
      Paid During The Period For:Interest
              
              
              $
              863
              
              
              $
              -








5







ALL-STATE
PROPERTIES HOLDINGS INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


QUARTER
ENDED SEPTEMBER 30, 2008 AND 2007




NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




A.
Organization and Operations




All-State
Properties Holding, 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, par value $0.001 per share of the
Partnership was converted into one issued and outstanding share of par value
$0.0001 common stock of the Corporation.




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”). 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 Corporation.
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. The Corporation 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”). Following the completion of the transactions 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.





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.







6







ALL-STATE
PROPERTIES HOLDINGS INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


QUARTER
ENDED SEPTEMBER 30, 2008 AND 2007




NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




A.
Organization and Operations (Continued)




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.




B. Basis
of Presentation




In the
opinion of management, the accompanying audited financial information reflects
all adjustments, consisting of normal recurring accruals, necessary for a fair
presentation in all material respects, of the information contained therein.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
in the United States have been condensed or omitted pursuant to instructions,
rules and regulations prescribed by the Securities and Exchange Commission. The
preparations of the financial statements are in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions, including estimates of future contract costs and
earnings. Such estimates and assumptions affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and earnings during the current reporting period. Management
periodically assesses and evaluates the adequacy and/or deficiency of estimated
liabilities recorded for various reserves, liabilities, contract risks and
uncertainties. Actual results could differ from these estimates.




C. Cash
and Cash Equivalents




For the
purposes of the statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.




D.
Concentration of Credit Risk




Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash and cash equivalents. The Company maintains its
cash balances in one financial institution. The balances are insured by the
Federally Deposit Insurance Corporation up to $100,000.






7






ALL-STATE
PROPERTIES HOLDINGS INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


QUARTER
ENDED SEPTEMBER 30, 2008 AND 2007




NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




E. Income
(Loss) Per Partnership Unit




Income
(loss) per partnership unit is computed by dividing the net income (loss) by the
weighted average number of units outstanding.




F. Income
(Loss) Per Common Share




Income
(loss) per common share is computed by dividing the net income (loss) by the
weighted average number of shares outstanding.




G. Fair
Value of Financial Instruments




Management
estimates that the fair market value of cash, receivables, accounts payable,
accrued expenses and short-term borrowings are not materially different from
their respective carrying values due to the short-term nature of these
instruments. Disclosures about the fair value of financial instruments are based
on pertinent information available to management as of September 30,
2008.




H. Income
Taxes




The
Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.




SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.




I. Use of
Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the 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.




J. Going
Concern




The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.




In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plans to obtain such resources for
the Company include (1) obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses, and (2) seeking
out and completing a merger with an existing operating company. However,
management cannot provide any assurances that the Company will be successful in
accomplishing any of its plans.






8








ALL-STATE
PROPERTIES HOLDINGS INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


QUARTER
ENDED SEPTEMBER 30, 2008 AND 2007





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





J. Going
Concern (Continued)




The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.




K.
Recent Accounting Pronouncements





Below is
a listing of the most recent accounting standards SFAS 150-154 and their effect
on the Company.





Statement
No.
150                                           Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity (Issued 5/03)




This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity.





Statement
No.
151                                           Inventory
Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)





This
statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage).  Paragraph 5 of ARB
43, Chapter 4, previously stated that “...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight and re-handling costs
may be so abnormal ass to require treatment as current period
charges....”  This Statement requires that those items be recognized as
current-period charges regardless of whether they meet the criterion of “so
abnormal.”  In addition, this Statement requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities.





Statement
No.
152                                           Accounting
for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No.
66 and 67)





This
Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, Accounting for Real Estate Time-Sharing Transactions.





This
Statement also amends FASB Statement No. 67, Accounting for Costs and Initial
Rental Operations of Real Estate Projects, states that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions.  The accounting
for those operations and costs is subject to the guidance in SOP
04-2.





Statement
No.
153                                           Exchanges
of Non-monetary Assets (an amendment of APB Opinion No. 29)





The
guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged.  The guidance in that
Opinion, however, includes certain exceptions to the principle.  This
Statement amends Opinion 29 to eliminate the exception for non-monetary
exchanges of similar productive assts and replaces it with a general exception
for exchanges of non-monetary assets that do not have commercial
substance.  A non-monetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange.






9







ALL-STATE
PROPERTIES HOLDINGS INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


QUARTER
ENDED SEPTEMBER 30, 2008 AND 2007




NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




K. Recent
Accounting Pronouncements (Continued)




Statement
No. 154 – Accounting Changes and Error Corrections (a replacement of APB Opinion
No. 20 and FASB Statement No. 3)





This
Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed.





The
adoption of these new Statements is not expected to have a material effect on
the Company’s current financial position, results or operations, or cash
flows.




NOTE
2 – NOTE PAYABLE




Former
General Partner, Stanley Rosenthal, advanced $1,600 to the Company in February
2008, this note was paid off September 25, 2008.




NOTE
3 - NOTES PAYABLE - RELATED PARTY




As of
September 30, 2008, the Company has four unsecured demand notes with Joseph
Passalaqua in the amounts of $16,089, $100, $7,500 and $1,500
respectively.  Interest on the notes accrues at 18% per annum. Accrued
interest at September 30, 2008 was $1,104.





NOTE
4. - INCOME TAXES





Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will to be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.





Net
deferred tax assets consist of the following components as of June 30,
2008





Book
      income (loss)
            
            $
            (52,706
            )Valuation
      allowance
            
            
            13,176Income
      tax expense (benefit)
            
            $
            0





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in future years.






10






ALL-STATE
PROPERTIES HOLDINGS INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


QUARTER
ENDED SEPTEMBER 30, 2008 AND 2007




NOTE
5 - 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.





On
November 2, 2007, the Company terminated the Acquisition Agreement based on the
breach of its terms by Longdan.




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). 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.







11





ALL
STATE PROPERTIES HOLDINGS, INC.





ITEM 2. Management’s Discussion and Analysis of
Financial Condition and Result of Operations





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.





THREE
MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
2008





The
Company had no operations for the three months ended September 30, 2008 and
September 30, 2007. The net loss was $(9,190) and $(22,124) same period ending
September 30, 2008 and 2007, respectively.





OPERATION
AND ADMINISTATIVE EXPENSES





Operating
expenses decreased by $14,019 or approximately 63%, from $22,346 in the three
months ended September 30, 2007 to $8,327 in the three months ended September
30, 2008. 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 $14,081 or
approximately 63%, from $22,346 in the three months ended September 30, 2007 to
$8,265 in the three months ended September 30, 2008. Office expenses increased
by $62 or approximately 100%, from $0 in the three months ended September 30,
2007 to $62 in the three months ended September 30, 2008.  The bulk of
the decrease in expense was due to a decrease in professional fees when
comparing the same period in 2007.




LIQUIDITY
AND CAPITAL RESOURCES





As of
September 30, 2008 and June 30, 2008, we had $124 and $100 cash on hand
respectively. We believe that we will continue to need investing and financing
activities to fund operations. Our primary liquidity and capital resource needs
are to finance the costs of our operations








During
the three months ended September 30, 2008 and September 30, 2007, cash used in
operations was $8,369 and $5,798, respectively, primarily for the payment of
accounting expenses. Since the Company has no operating revenues, funds were
advanced from a related party.  The Company will actively seek
alternative sources of funding to continue as a going concern.




Net
cash provided by investing activities was $0 during both three months periods
ending September 30, 2008 and 2007.





Net cash
provided by financial activities for the three month period ending September 30,
2008 was $8,393 compared with net cash used in operating activities of $0 for
the three months ended September 30, 2007.








12





ALL
STATE PROPERTIES HOLDINGS, INC.


ITEM
3. Quantitative and Qualitative Disclosures About Market Risk





None.





ITEM
4. Controls and Procedures





The Company's Chief Executive Officer, Garry McHenry is responsible for
establishing and maintaining disclosure controls and procedures for the
Company.





An
evaluation was performed under the supervision and with the participation of our
management, including the general partner, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as amended) as of the end of
period covered by this report. Based on that evaluation, the general partner
concluded that these disclosure controls and procedures were effective. There
has been no change in our internal control over financial reporting during our
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting







13








ALL STATE
PROPERTIES HOLDINGS, INC.




PART II. - OTHER INFORMATION





ITEM
1. Legal Proceedings





None





ITEM
1.A Risk Factors





There
have been no material changes from the risk factors disclosed in All-State
Properties Holdings, Inc. Form 10K for the year ended June 30,
2008.





ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds





There
were no unregistered sales of equity securities during the quarter covered by
this report.





ITEM
3. Defaults upon Senior Securities





There
were no defaults by Registrant on its senior securities during the quarter
covered by this report.





ITEM
4. Submission of Matters to Vote of Security Holders





No
matters were submitted during the quarter covered by this report to a vote of
limited partners.





ITEM
5. Other Information





None.





ITEM
6. Exhibits





Exhibit
            Description*3.1
            Certificate
      of Incorporation*3.2
            Merger
      Agreement All State Properties L.P. and All State Properties Holdings,
      Inc.*3.3
            By-laws31.1
            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-Q for the
      quarter ended September 30, 2008.32.1
            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-Q for the
      quarter ended September 30, 2008.


______________________________________


*
            Filed
      as an exhibit to the Company's registration statement on Form 8K, as filed
      with the Securities and Exchange Commission on May 29, 2008, and
      incorporated herein by this
reference.








14





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.





ALL
      STATE PROPERTIES HOLDINGS, INC.Date:
       November 5, 2008
            By:
            /s/
      Garry McHenryGarry
      McHenryPresident