UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 9. 2012

All State Properties Holdings, Inc.

6365 SW 192 Ave., Pembroke Pines, FL 33332
(Address of Principal Executive Offices) (Zip Code)

(954) 536-0121
(Registrant's Telephone Number, Including Area Code)

1138 N. Germantown Pkwy., Suite 101-319

Cordova, TN 38016

(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 (see General Instruction A.2. below):

☐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) under the Exchange Act

(17 CFR 240.13e-4(c))

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words "anticipate," "believe,"

"estimate," "plan," "intend" and "expect" and similar expressions as they relate to All State Properties Holdings, Inc., or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, unexpected changes in market conditions, volatility in the commodities markets, and the ability to successfully reach agreement on acquisition terms. Except as required by the Federal Securities laws, the Company does not undertake any obligation to release publicly, any revisions to any forward-looking statements.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 9, 2012, Joseph A. Moretti was appointed to the board of directors as Director and as CEO, CFO and Secretary of the Company.   As well, Robert E. Gates resigned from his positions as Director, President and Secretary of the Company, respectively, on July 9, 2012. Mr. Moretti will take office on the Board as of the date of Robert E. Gate’s resignation. Also, Mr. Moretti’s appointment as an officer was effective immediately.

Set forth below is certain biographical information regarding the New Director and Officer:

Joseph A. Moretti:  Director, CEO, CFO and Secretary of the Company.  

Joseph A. Moretti graduated from Corning Community College with an Associate’s Degree in Liberal Arts.

Mr. Moretti is currently the CEO of Moretti Yachts, Inc. which he founded in Fort Lauderdale, Florida in 1996. He also became Vice-president of Integrated Greenturbo Technologies, Inc. in March 2012.