Friction & Heat, LLC entered into a common stock purchase agreement to acquire 57% stake in All State Properties Holdings, Inc. (OTCPK:ATPT) from Sea Alive Inc. for $1 on December 8, 2017. In a related transaction, Universal Nation, Inc. shall immediately transfer to All State Properties Holdings the rights to the Universal Nation business plan for 100 million of the new shares of All State Properties qualifying for a reverse merger transaction. Universal Nation, Inc. agrees to pay Friction & Heat an aggregate purchase price of $0.45 million for the right to issue the new shares. In accordance with the agreement, Friction & Heat shall cancel the acquired shares and All State Properties will issue the same amount of shares in exchange of all the outstanding debt owned by All State Properties to Friction & Heat. The transaction is subject to All State Properties Holdings's shareholders and board approvals. Wilmington Trust, National Association shall be appoint as escrow agent by Maurice Parham, All State Properties Holdings, Sea Alive and Friction and Heat, LLC. Friction & Heat, LLC cancelled the acquisition of 57% stake in All State Properties Holdings, Inc. (OTCPK:ATPT) from Sea Alive Inc. on June 30, 2018. Maurice Parham will not transfer to All State Properties the rights to the Universal Nation business plan. All State Properties 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 million new shares. Maurice Parham resigned from his positions as Chief Executive Officer and Secretary, and member of the Board of All State Properties Holdings and Joseph C. Passalqua was reinstated as Chief Executive Officer and as member of the Board of All State Properties.