Universal Nation, Inc. entered into a common stock purchase agreement to acquire All State Properties Holdings, Inc. (OTCPK:ATPT) in a reverse merger transaction on December 8, 2017. Under the terms of the agreement, Maurice Parham shall immediately transfer to All State Properties Holdings the rights to the Universal Nation business plan and in exchange, All State Properties Holdings shall issue 100 million newly issued shares to Maurice Parham of which 50 million of which to be issued immediately and 50 million are to be held in escrow. Pursuant to the terms of the agreement, Sea Alive, Inc. will sell 57% stake in All State Properties Holdings to Friction and Heat, LLC and All State Properties Holdings agrees to an Eighty to One (80-1) reverse split of its outstanding shares. In a related transaction, 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. on December 8, 2017. Upon completion of the transaction, All State Properties Holdings will change its name to Universal Nation, Inc. Joseph Passalaqua, Chief Executive Officer and Secretary, shall resign from the Board of Directors of All State Properties Holdings and shall be replaced by Maurice Parham. The transaction is subject to All State Properties Holdings's shareholder approval and the Board of Directors approval. Wilmington Trust, National Association shall be appoint as escrow agent by Maurice Parham, All State Properties Holdings, Sea Alive and Friction and Heat, LLC. Pacific Stock Transfer acted as transfer agent to All State Properties Holdings.