U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008


Commission File No. 333-143970

STEELE RECORDING CORPORATION
(Exact name of small business issuer as specified in its charter)

Nevada
75-3232682
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

3504 South 5175 West, Cedar City, Utah 84720
(Address of Principal Executive Offices)

(435) 592-5553
(Issuer’s telephone number)

None
(Former name, address and fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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 twelve months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [ X ]     No  [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the 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.  [   ]
 
 

 
 
 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes [X]  No [   ]

Revenues for year ended December 31, 2008:   $-0-

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 09, 2009 was:  $-0-

Number of shares of our common stock outstanding as of December 31, 2008 is: 12,120,000.

The Company’s Transfer Agent is Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119 Telephone (702) 361-3033.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 31, 2008:   12,120,000 shares of common stock.












 
2
 

PART I

ITEM 1.                      DESCRIPTION OF BUSINESS

Steele Recording Corporation (“Company”) was incorporated in the State of Nevada on February 12, 2007. Steele Recording Corporation is a developmental stage company and their principal business objective is to produce, acquire, license and distribute high-quality recorded music. The Company plans to produce such types of music as gospel, adult contemporary, reggae, top 40, blues, country, rock, instrumental, rock & roll, jazz, pop rock, classical, easy listening, big band, and various ethnic folk music recordings. The Company’s primary focus will be on urban music, the area of the industry that includes hip-hop, rock and roll, rap and rhythm and blues. The Company believes, based on industry sources and census data, that this area offers significant growth and profit potential.

Steele Recording Corporation’s strategy is to produce compilation CDs containing enhanced or re-digitized master recordings from the Company’s future library, to market them directly through distributors, to contribute these compilation CDs to joint ventures involving the Company, and to license these compilation CDs to third parties for marketing and sale by unaffiliated distributors.

Steele Recording Corporation is a development stage company that has not significantly commenced its planned principal operations. Steele Recording Corporation operations to date have been devoted primarily to startup and development activities, which include the following:

 
1.
Formation of the Company;

 
2.
Development of the Steele Recording Corporation business plan;

 
3.
Due diligence and research on emerging urban and hip-hop oriented music artists as potential clients.

 
4.
Due diligence and research on emerging artists and bands that have developed a significant following as potential candidates for one album recording contracts

 
5.
Due diligence and research on major labels that have recently dropped artists selling fewer than 400,000 albums.

Steele Recording Corporation is attempting to become operational. In order to generate revenues, Steele Recording Corporation must address the following areas:

The Company’s business approach is a four-faceted revenue generating and business philosophy:

 
1.
Understand and adapt to consumers and artists behavior, habits, and wants, responding with advanced solutions and technologies;
 
2.
Respect the rights of artists and copyright holders, recognizing the value of their work, and use technological innovations and consumer movements to capitalize on evolving distribution and promotional opportunities;
 
3.
Develop and offer cooperative solutions to the recording & radio industry to leverage technology and extensive content for mutual promotional and financial benefit; and
 
4.
Offer quality, diversity, accessibility, and convenience to Company customers.
 

 
 
3
 


Since the Company’s inception on February 12, 2007 to December 31, 2008, the Company did not generate any revenues and has incurred a cumulative net loss of $39,112.

 
Steele Recording Corporation currently has one officer and one director. The Company’s officer, Mack Steele, does not receive a salary.

As of December 31, 2008 Steele Recording Corporation had 12,120,000 shares of $0.001 par value common stock issued and outstanding.

Steele Recording Corporation has administrative offices located at 3504 South 5175 West, Cedar City, Utah 84720.

Steele Recording Corporation fiscal year end is December 31.

EMPLOYEES

We have no full time employees.  Mack Steele, our President, Chief Executive Officer and Director, has agreed to allocate a portion of his time to our activities without compensation.

ITEM 2.                      DESCRIPTION OF PROPERTY

Steele Recording Corporation maintains its office at 3504 South 5175 West, Cedar City, Utah 84720. There are currently no proposed programs for the renovation, improvement or development of the facilities currently in use.

Steele Recording Corporation management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. Steele Recording Corporation does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

ITEM 3.                      LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.                      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On December 31, 2008, there was 1 shareholder of record of our common stock.  Our shares of common stock have never been traded on any recognized stock exchange.
 
 

 
4
 


DIVIDENDS

We do not intend to retain future earnings to support our growth.  Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant.

ITEM 7.                      MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Plan of Operation

Steele Recording Corporation (the “Company”) was incorporated in the State of Nevada on February 12, 2007.  The Company’s principal business objective is to produce, acquire, license and distribute high-quality recorded music.  The Company plans to produce such types of music as gospel, adult contemporary, reggae, top 40, blues, country, rock, instrumental, rock & roll, jazz, pop rock, classical, easy listening, big band, and various ethnic folk music recordings.  The Company’s primary focus will be on urban music, the area of the industry that includes hip-hop, rock and roll, rap and rhythm and blues.  The Company’s operations have been limited to general administrative operations and are considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.
 
Results of Operation

We did not have any operating income from inception (February 12, 2007) through December 31, 2008.  For the year ended December 31, 2008, we recognized a net loss of $16,296.  Some general and administrative expenses during the year were accrued.  Expenses for the year were comprised of costs mainly associated with legal, accounting, and office.

Liquidity and Capital Resources

At December 31, 2008, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative and other expenses.

 
 



 
5
 


ITEM 8.                      FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are as follows:

STEELE RECORDING CORPORATION

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

Steele Recording Corporation
Financial Statements Table of Contents















 
6
 


MOORE & ASSOCIATES, CHARTERED
            ACCOUNTANTS AND ADVISORS
                   PCAOB REGISTERED


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Steele Recording Corporation
(A Development Stage Company)

We have audited the accompanying balance sheets of Steele Recording Corporation (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2008 and the periods from inception on February 12, 2007 through December 31, 2007 and 2008. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Steele Recording Corporation (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2008 and for the periods from inception on February 12, 2007 through December 31, 2007 and 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has an accumulated deficit of $39,112, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Moore & Associates, Chartered

Moore & Associates, Chartered
Las Vegas, Nevada
March 23, 2009
 

 
6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
 

 
7
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Balance sheets


ASSETS
 
December 31, 2008
   
December 31, 2007
 
             
Current assets:
           
  Cash and cash equivalents
  $ 4,088     $ 1,184  
     Total current assets
    4,088       1,184  
                 
Total Assets
  $ 4,088     $ 1,184  
                 
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
  $ -     $ -  
Advance from shareholder
    21,500       14,000  
     Total current liabilities
    21,500       14,000  
                 
Commitments and contingencies
    -       -  
                 
Stockholders' (deficit)
               
  Common stock; $.001 par value, 75,000,000 shares authorized;
               
12,120,000 and 10,000,000  shares issued and outstanding
    12,120       10,000  
  Additional paid-in-capital
    10,080       -  
  Accumulated (deficit) during the development stage
    (39,112 )     (22,816 )
      (16,912 )     (12,816 )
  Less: Stock issued for receivable
    (500 )     -  
Total stockholders' (deficit)
    (17,412 )     (12,816 )
                 
Total Liabilities and Stockholders' (Deficit)
  $ 4,088     $ 1,184  



The accompanying notes are an integral part of these financial statements.
 

 

 
8
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Statements of operations


         
February 12, 2007
   
February 12, 2007
 
         
(date of inception)
   
(date of inception)
 
   
For the year ended
   
through
   
through
 
   
December 31, 2008
   
December 31, 2007
   
December 31, 2008
 
                   
                   
Revenues
  $ -     $ -     $ -  
                         
Operating expenses
                       
General administrative
    16,302       22,816       39,118  
Total operating expenses
    16,302       22,816       39,118  
                         
(Loss) from operations
    (16,302 )     (22,816 )     (39,118 )
                         
Other income (expense)
                       
Other income
    6       -       6  
Other expense
    -       -       -  
Total other income (expenses)
    6       -       6  
                         
(Loss) before provision for income taxes
    (16,296 )     (22,816 )     (39,112 )
                         
Provision for Income Taxes
    -       -       -  
                         
Net (loss)
  $ (16,296 )   $ (22,816 )   $ (39,112 )
                         
                         
Basic and diluted loss per common share
  $ (0.00 )   $ (0.01 )   $ (0.01 )
                         
Basic and diluted weighted average
                       
common shares outstanding
    11,165,410       10,000,000       10,619,971  

 

 
The accompanying notes are an integral part of these financial statements.

 


 
9
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Statements of cash flows


         
February 12, 2007
   
February 12, 2007
 
         
(date of inception)
   
(date of inception)
 
   
For the year ended
   
through
   
through
 
   
December 31, 2008
   
December 31, 2007
   
December 31, 2008
 
                   
Operating activities:
                 
  Net loss
  $ (16,296 )   $ (22,816 )   $ (39,112 )
  Adjustments to reconcile net loss to
                       
net cash used in operating activities:
                       
Stock issued for services
    -       5,000       5,000  
Net cash (used in) operating activities
    (16,296 )     (17,816 )     (34,112 )
                         
Financing activities:
                       
Advance from shareholder
    7,500       14,000       21,500  
Net proceeds from issuance of common stock
    11,700       5,000       16,700  
Net cash provided by financing activities
    19,200       19,000       38,200  
                         
Net change in cash
    2,904       1,184       4,088  
Cash, beginning of period
    1,184       -       -  
Cash, ending of period
  $ 4,088     $ 1,184     $ 4,088  
                         
                         
Non Cash Investing and Financing Activities:
                       
Issuance of Common Stock for Services
  $ -     $ 5,000     $ 5,000  
                         
                         
                         
Supplemental disclosure of cash flow information:
                       
Interest received
  $ 6     $ -     $ 6  



The accompanying notes are an integral part of these financial statements.



 
10
 

 
STEELE RECORDING CORPORATION
(A Development Stage Company)

Statements of stockholders' (deficit)


                     
Accumulated
       
         
Additional
   
Shares
   
(deficit) during
   
Total
 
   
Common stock
   
paid-in
   
issued for
   
Development
   
Shareholders'
 
   
Shares
   
Amount
   
capital
   
receivable
   
Stage
   
(deficit)
 
                                     
Balance February 12, 2007 (date of inception)
   
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
Common shares issued for cash
                                               
     at $0.001 per share on February 12, 2007
   
5,000,000
     
5,000
     
-
     
-
     
-
     
5,000
 
                                                 
Common shares issued for service
                                               
     at $0.001 per share on February 12, 2007
   
5,000,000
     
5,000
     
-
     
-
     
-
     
5,000
 
                                                 
Net (loss) for the period February 12, 2007
                                               
    (inception) to December 31, 2007
   
-
     
-
     
-
     
-
     
(22,816
)
   
(22,816
)
                                                 
Balance December 31, 2007
   
10,000,000
   
$
10,000
   
$
-
   
$
-
   
$
(22,816
)
 
$
(12,816
)
                                                 
Common shares issued for cash
                                               
     at $0.01 per share
   
2,120,000
     
2,120
     
19,080
     
(500
)
   
-
     
20,700
 
                                                 
Offering related cost
                   
(9,000
)
   
-
     
-
     
(9,000
)
                                                 
Net (loss) for the year ended December 31, 2008
   
-
     
-
     
-
     
-
     
(16,296
)
   
(13,274
)
                                                 
Balance December 31, 2008
   
12,120,000
   
$
12,120
   
$
10,080
   
$
(500
)
 
$
(39,112
)
 
$
(17,412
)




 
11
 


STEELE RECORDING CORPORATION
 
(A Development Stage Company)
 
NOTES TO THE FINANCIAL STATEMENTS
 

 
Note 1.  Nature of Business and Summary of Significant Accounting Policies
 
The summary of significant accounting policies is presented to assist in the understanding of the financial statements.  The financial statements and notes are representations of management.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
 
Nature of business and organization
Steele Recording Corporation (the “Company”) was incorporated in the State of Nevada on February 12, 2007.  The Company’s principal business objective is to produce, acquire, license and distribute high-quality recorded music.  The Company plans to produce such types of music as gospel, adult contemporary, reggae, top 40, blues, country, rock, instrumental, rock & roll, jazz, pop rock, classical, easy listening, big band, and various ethnic folk music recordings.  The Company’s primary focus will be on urban music, the area of the industry that includes hip-hop, rock and roll, rap and rhythm and blues.  The Company’s operations have been limited to general administrative operations and are considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.
 
Management of Company
The Company filed its articles of incorporation with the Nevada Secretary of State on February 12, 2007, indicating Marlon Mack Steele Jr. as the incorporator.  The company filed its initial list of officers and directors with the Nevada Secretary of State on February 12, 2007, indicating its President as Marlon Mack Steele Jr.

Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has incurred recurring losses through December 31, 2008 and has not commenced its operations, rather, still in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern.  The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
 
The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates.  Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur, more experience is acquired, as additional information is obtained and as the Company's operating environment changes.  Changes are made in estimates as circumstances warrant.  Such changes in estimates and refinement of estimation methodologies are reflected in the statements.
 

 
12
 

Note 1.  Nature of Business and Summary of Significant Accounting Policies – continued

Cash and cash equivalents
Cash and cash equivalents include interest bearing and non-interest bearing bank deposits, money market accounts, and short-term instruments with a liquidation provision of three month or less.
 
Revenue recognition
The Company has no revenues to date from its operations.  Once revenues are generated, management will establish a revenue recognition policy.
 
Advertising costs
Advertising costs are generally expensed as incurred and are included in selling and marketing expenses in the accompanying statement of operations.

As of December 31, 2008, there was no advertising costs incurred.

Fair value of financial instruments
The Financial Accounting Standards Board’s Statement 107, “Disclosures about Fair Value of Financial Instruments”, requires the determination of fair value of the Company’s financial assets and liabilities.  The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies.  The carrying amounts of financial instruments including cash and advance from shareholder approximate their fair value because of their short maturities.
 
Income taxes
The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.  Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2008 are as follows:

Deferred tax assets:
 
  Net operating loss carry-forwards
$    39,112
Income tax rate
34%
 
13,298
Less valuation allowance
(13,278)
 
$              -

Through December 31, 2008, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses carry-forwards.  At December 31, 2008, the Company had approximately $39,000 of federal and state net operating losses carry-forwards.  The net operating loss carry-forwards, if not utilized will begin to expire in 2026.


 
13
 

Note 1.  Nature of Business and Summary of Significant Accounting Policies - continued
 
Reconciliations of the U.S. federal statutory rate to the actual tax rate for the year ended December 31, 2008 is as follows:

 
2008
   
U.S. federal statutory income tax rate
34.0%
State tax - net of federal benefit
0.0%
 
34.0%
Increase in valuation allowance
(34.0%)
Effective tax rate
0.0%

Net loss per common share
The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98).  Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.  The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive.
 
Comprehensive income
The Company accounts for comprehensive income (loss) in accordance with SFAS No. 130 "Reporting Comprehensive income" which requires comprehensive income (loss) and its components to be reported when a company has items of comprehensive income (loss).  Comprehensive income (loss) includes net income (loss) plus other comprehensive income (loss). There are no differences or reconciling items between net income and comprehensive income for the years ended December 31, 2008 and 2007.
 

Note 2. Concentration of credit risk

A significant amount of the Company’s assets and resources are dependent on the financial support of the shareholders, should the shareholders determine to no longer finance the operations of the company, it may be unlikely for the company to continue.
 
The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC).  This government corporation insured balances up to $100,000 through October 13, 2008.  As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account.  This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.

All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009.  On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor.  Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.

Note 3. Property and equipment

As of December 31, 2008 the Company does not own any property and/or equipment.
 

 
14
 

Note 4. Stockholders’ equity

The Company has 75,000,000 shares authorized and 10,000,000 shares issued and outstanding as of December 31, 2007.  The issued and outstanding shares were as follows:
 
On February 12, 2007 the Company issued 5,000,000 shares of common stock at $0.001 par value to Marlon Mack Steele Jr., the Company’s president/ shareholder for services provided.

On February 12, 2007 the Company issued 5,000,000 shares of common stock at $0.001 par value to Marlon Mack Steele Jr., the Company’s president/ shareholder for equity investment.

The Company initiated a Private Placement in July 2007 for the sale of 3,000,000 shares of common stock to investors at $0.01 per share.  As of December 31, 2008, 2,120,000 shares of common stock subscriptions have been received from 23 investors, raising $12,200 in proceeds, net of $9,000 of offering costs.

Note 5.  Related party transactions

 
The Company issued 5,000,000 shares of common stock to its president/ shareholder for service provided valued at $5,000.
 
The Company issued 5,000,000 shares of common stock to its president/ shareholder for equity investment valued at $5,000.
 
Advance from president/shareholder was $14,000 and $21,500 as of December 31, 2007 and 2008, respectively.
 
Note 6. Litigation
 

As of December 31, 2008, the Company is not aware of any current or pending litigation which may affect the Company’s operations.
 

Note 7. Newly issued pronouncements

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our financial position   and results of operations if adopted.

 
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In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.


 
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In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.











 
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ITEM 9.                      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our accountant is Moore & Associates, Chartered, Certified Public Accountants.  We do not presently intend to change accountants.  At no time have there been any disagreements with such accountant regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 9A.                                CONTROLS AND PROCEDURES

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 
-
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
 
-
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
 
-
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


 
18
 

As of December 31, 2008 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2008.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.


 
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Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by September 30, 2009.  Additionally, we plan to test our updated controls and remediate our deficiencies by September 30, 2009.

ITEM 9B.  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.


PART III

ITEM 10.                                DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The directors and officers as of December 31, 2008, are set forth below.  The directors hold office for their respective term and until their successors are duly elected and qualified.  Vacancies in the existing Board are filled by a majority vote of the remaining directors.  The officers serve at the will of our Board of Directors

Name
Age
Positions and Offices Held
Mack Steele
39
President/CEO/Director

BUSINESS EXPERIENCE

Set forth below is the name of our director and officer, all positions and offices held, the period during which he has served as such, and the business experience during at least the last five years:

Mack Steele, President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer, and Director:

Mr. Steele has over 20 years of experience in the music and recording industry. Mr. Steele has expertise in all facets of the industry including songwriting, recording, production, distribution, promotion and merchandising. Mr. Steele also has experience in radio, Internet and video production.

 
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During his career, Mr. Steele has been involved in the promotion of several amateur songwriters, musicians, and bands. Mr. Steele is experienced in various digital and tape production and recording equipment, and in producing several CDs to date. Over the last six years, Mr. Steele has been involved in the promotion and distribution of amateur groups including bookings, retail sales, Internet sales, sponsorship of music festivals, and merchandising. During his career, Mr. Steele attended several courses related to the industry in 1991 at the Recording Workshop in Chillicothe, Ohio, specializing in recording engineering and music production, and studio and maintenance troubleshooting.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

To date, we have not filed Form 5 for the year ended December 31, 2008.

ITEM 11.                                EXECUTIVE COMPENSATION

None of the Company's officers or directors has received any cash or other remuneration within the last three years.  It is likely, however, that after the Company successfully raises capital to fund its business plan, the Company will begin paying compensation to its officers, the amount of which will be determined by the board of directors at the time.
 
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

ITEM 12.                                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We have issued a total of 10,000,000 shares of our common stock to the following persons for services as of March 10, 2009:

Name
Number of Total Shares
% of Shareholdings
Mack Steele
10,000,000
100%

The address for Mack Steele is 3504 South 5175 West, Cedar City, Utah 84720.

ITEM 13.                                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has 75,000,000 shares authorized and 10,000,000 shares issued and outstanding as of December 31, 2007.  The issued and outstanding shares were as follows:
 

 
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On February 12, 2007 the Company issued 5,000,000 shares of common stock at $0.001 par value to Marlon Mack Steele Jr., the Company’s president/ shareholder for services provided.

On February 12, 2007 the Company issued 5,000,000 shares of common stock at $0.001 par value to Marlon Mack Steele Jr., the Company’s president/ shareholder for equity investment.

The Company issued 5,000,000 shares of common stock to its president/ shareholder for service provided valued at $5,000.
 
The Company issued 5,000,000 shares of common stock to its president/ shareholder for equity investment valued at $5,000.
 
Advance from president/ shareholder was $14,000 as of December 31, 2007 and $21,500 as of December 31, 2008.
 
Steele Recording Corporation’s principal office space is provided at no cost.  Please refer to the section titled “Description of Property” herein.

PART IV

ITEM 14.                                PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2008, we were billed and paid $7,750.  The audit fees were for professional services rendered for the audit of our financial statements, respectively.

Tax Fees

For the Company's fiscal year ended December 31, 2008, the Company has not incurred any tax fees for  professional services rendered for tax compliance, tax advice, and tax planning, as well as for legal services.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2008.

ITEM 15.                                EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statements and schedules in Item 8 herein.


 
22
 

2    Financial statement schedules; see index to financial statements and schedules in Item 8 herein.

3.   Exhibits:

The following exhibits are filed with this Form 10-K and are identified by the numbers indicated; see index to exhibits immediately following financial statements and schedules of this report.

EXHIBIT INDEX

3.1   None



 
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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, there unto duly authorized.


STEELE RECORDING CORPORATION

                     By:   /s/  Mack Steele
                               Mack Steele
                               President, Chief Executive Officer,
                               and Director



Dated:   March 24, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:    /s/  Mack Steele
       President, Chief Executive Officer,                                       Dated:   March 24, 2009
       Director










 
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