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

FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

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

For the transition period from

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)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.  Yes [X]   No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

[   ]  Large accelerated filer
[   ]  Accelerated filer
   
[   ]  Non-accelerated filer
[X]  Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 23, 2009:  12,220,000 shares of common stock.

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

Transitional Small Business Disclosure Format (Check One) Yes [   ]   No [X]
 
 
 
 
 















PART I – FINANCIAL INFORMATION

Item 1.  Financial Information

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included.  Operating results from inception (February 12, 2007) and nine months ended September 30, 2009 are not necessarily indicative of results that may be expected for the year ending December 31, 2009.  The financial statements are presented on the accrual basis.


 
2
 

FINANCIAL STATEMENTS

STEELE RECORDING CORPORATION

Table of Contents


















 
3
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Consolidated balance sheets


ASSETS
 
September 30, 2009
   
December 31, 2008
 
             
Current assets:
           
  Cash and cash equivalents
  $ 254     $ 4,088  
  Prepaid professional fee, net
    8,000       -  
     Total current assets
    8,254       4,088  
                 
Total Assets
  $ 8,254     $ 4,088  
                 
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
  $ 1,893     $ -  
Advance from shareholder
    38,000       21,500  
     Total current liabilities
    39,893       21,500  
                 
Commitments and contingencies
    -       -  
                 
Stockholders' (deficit)
               
  Preferred stock; $.001 par value, 5,000,000 shares
               
     authorized, zero shares issued and outstanding
    -       -  
  Common stock; $.001 par value, 900,000,000 shares authorized;
               
12,220,000 and 12,120,000  shares issued and outstanding
    12,220       12,120  
  Additional paid-in-capital
    17,980       10,080  
  Accumulated (deficit) during the development stage
    (61,339 )     (39,112 )
      (31,139 )     (16,912 )
  Less: Stock issued for receivable
    (500 )     (500 )
Total stockholders' (deficit)
    (31,639 )     (17,412 )
                 
Total Liabilities and Stockholders' (Deficit)
  $ 8,254     $ 4,088  

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

F-1

 
4
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Consolidated statements of operations


                           
(Unaudited)
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
Februray 12, 2007
 
   
For the three
   
For the three
   
For the nine
   
For the nine
   
(date of inception)
 
   
months ended
   
months ended
   
months ended
   
months ended
   
through
 
   
September 30, 2009
   
September 30, 2008
   
September 30, 2009
   
September 30, 2008
   
September 30, 2009
 
                               
                               
Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating expenses
                                       
General administrative
    4,917       2,431       22,227       10,592       61,345  
Total operating expenses
    4,917       2,431       22,227       10,592       61,345  
                                         
(Loss) from operations
    (4,917 )     (2,431 )     (22,227 )     (10,592 )     (61,345 )
                                         
Other income (expense)
                                       
Other income
    -       6       -       6       6  
Other expense
    -       -       -       -       -  
Total other income (expenses)
    -       6       -       6       6  
                                         
(Loss) before provision for income taxes
    (4,917 )     (2,425 )     (22,227 )     (10,586 )     (61,339 )
                                         
Provision for Income Taxes
    -       6       -       6       -  
                                         
Net (loss)
  $ (4,917 )   $ (2,419 )   $ (22,227 )   $ (10,580 )   $ (61,339 )
                                         
                                         
Basic and diluted loss per common share
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.01 )        
                                         
Basic and diluted weighted average
                                       
common shares outstanding
    1,217,435       12,008,750       12,121,832       11,165,410          

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

F-2

 
5
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Consolidated statements of cash flows


               
(Unaudited)
 
   
(Unaudited)
   
(Unaudited)
   
Februray 12, 2007
 
   
For the nine
   
For the nine
   
(date of inception)
 
   
months ended
   
months ended
   
through
 
   
September 30, 2009
   
September 30, 2008
   
September 30, 2009
 
                   
Operating activities:
                 
  Net loss
  $ (22,227 )   $ (10,586 )   $ (61,339 )
  Adjustments to reconcile net loss to
                       
net cash used in operating activities:
                       
Stock issued for services
    8,000       -       13,000  
  Changes in operating assets and liabilities:
                       
 Increase in accounts payable
    393       -       393  
 Increase in accued expenses
    1,500       -       1,500  
Net cash (used in) operating activities
    (12,334 )     (10,586 )     (46,446 )
                         
Financing activities:
                       
Advance from shareholder
    16,500       8,500       38,000  
Net proceeds from issuance of common stock
    -       11,700       16,700  
Net cash provided by financing activities
    16,500       20,200       54,700  
                         
Net change in cash
    4,166       9,614       8,254  
Cash, beginning of period
    4,088       1,184       -  
Cash, ending of period
  $ 8,254     $ 10,798     $ 8,254  
                         
                         
                         
                         
                         
Supplemental disclosure of cash flow information:
                       
Interest received
  $ -     $ 6     $ 6  
Non cash investing and financing activities:
                       
Issuance of common stock for services
  $ 8,000     $ -     $ 13,000  

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

F-3

 
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STEELE RECORDING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - CONDENSED FINANCIAL STATEMENT

The accompanying consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements.  The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 – NATURE OF BUSINESS AND ORGANIZATION

The board of directors of Steele Recording Corporation (the “Company”) approved the organization of Steele Land Investments, LLC (“SLI”) a limited liability Company in the State of Nevada on March 3, 2009 , and SLI is 100% owned subsidiary of the Company .  SLI’s principal business objective is to provide centralized management of investments and business activities. SLI’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.
 
NOTE 3 – GOING CONCERN

The Company’s consolidated 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 plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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.

F-4

 
7
 


NOTE 4 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements have been derived from the financial statements and accounting records of the Company, using the historical results of operations, and historical basis of assets and liabilities of the Company.  Management believes the assumptions underlying the consolidated financial statements are reasonable.

The consolidated financial statements include the accounts and transaction of the Company and its wholly owned subsidiary, Steele Land Investments, LLC that is currently controlled by the Company.  All intercompany accounts and transactions have been eliminated in the consolidated financial statements in conformity with U.S. generally accepted accounting principles.

NOTE 5 - RELATED PARTY TRANSACTIONS

For the nine months ended September 30, 2009, advance from president/ shareholder was $16,500.

NOTE 6 – STOCKHOLDERS’ EQUITY

In May 2009, the Company amended its articles of incorporation to increase the amount of authorized capital to 900,000,000 shares of common stock and 5,000,000 shares of preferred stock at par value of $0.001.

On September 23, 2009 the Company issued 100,000 shares of restricted shares of the Company’s common stock to Island Stock Transfer for professional services to be performed over the next few months valued at $8,000.

NOTE 7 – PRE-PAID EXPENSES

On September 25, 2009, the Company issues island Stock Transfer Company 100,000 shares of restricted common stock valued at $8,000 for transfer agent services over the next few months.

NOTE 8 – SUBSEQUENT EVENTS

There are no subsequent events incurred by the Company as of December, 23, 2009.



F-5

 
8
 


Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Plan of Operation

On July 18, 2007 we received approval from the Securities and Exchange Commission of our Registration Statement on Form SB-2 wherein we registered 3,000,000 shares of our $.001 common stock in order to raise $30,000.00 as our initial capital prior to filing an application with the NASD on Form 211 to be listed on a public exchange
 
Results of Operation

The Company did not have any operating income from inception (February 12, 2007) through September 30, 2009. For the quarter ended September 30, 2009, the registrant recognized a net loss of $4,917. 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 Resource
 
At September 30, 2009 the Company had no capital resources and will rely upon the  issuance  of  common  stock  and  additional  capital  contributions  from shareholders  to  fund  administrative  expenses  pending full implementation of the Company’s business model.
 
Critical Accounting Policies

Steele Recording Corporation’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.


 
9
 

Our significant accounting policies are summarized in Note 1 of our financial statements.  While all these significant accounting policies impact its financial condition and results of operations, Steele Recording Corporations’ views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Item 4. Controls and Procedures

(a)
Evaluation of disclosure controls and procedures.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 (Exchange Act) as a process designed by or under the supervision of, our principal executive and principal financial officers and effected by our 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 generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that is in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in  accordance with authorizations of our management and directors: 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. Also, 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.


 
10
 

Management assessed the effectiveness of the Company’s Internal Control over financial reporting as of September 30, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in this Internal Control-Integrated Framework.

Base on our assessment, we believe that, as of September 30, 2009 our internal control over financial reporting was ineffective.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2009.  Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of September 30, 2009, our disclosure controls and procedures were ineffective.

(b)              Changes in internal controls .

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.




 
11
 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The issuer was named in an amended complaint filed in District Court, Clark County Nevada, by Phyllis Wynn, individually and as the trustee for the Phyllis Wynn Family Trust.  The Complaint appears to name approximately 81 defendants including Steele Recording, Inc.  The Amended Complaint was filed September 23, 2009.  It alleges 17 causes of actions including breach of contract and fraud against various other defendants and fraudulent conveyance to the Issuer and its President and CEO Marlon Steele.  The substance of the Complaint involves a real estate transaction not involving the Issuer.  We do not believe the Plaintiff will prevail as to her claims regarding Steele Recording Corporation and have answered with affirmative defenses including but not limited to the following: the injuries and damages complained of did not occur as the result of any action on the part of the Issuer but as the sole, direct and proximate result of actions by Plaintiff and third parties not otherwise related to the Issuer.
None

Item 2. Changes in Securities.

In May 2009, the Company amended its articles of incorporation to increase the amount of authorized capital to 900,000,000 shares of common stock and 5,000,000 shares of preferred stock at par value of $0.001.

On September 23, 2009 the Company issued 100,000 shares of restricted common stock to Island Stock Transfer for professional services valued at $8,000.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K

(a)           Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of  2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b)
Reports on Form 8-K
 
 
 
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On August 7, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant’s new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended August 7, 2009 a going concern qualification in the registrant’s audited financial statements.

On August 27, 2009, the PCAOB revoked the registration of Moore & Associates because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a PCAOB Board investigation.

 
 
 
 

 





 
13
 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


STEELE RECORDING CORPORATION


Date: December 23, 2009

/s/ Mack Steele
Mack Steele
President, Secretary and Director

 
 
 
 
 
 
 
 
 

 


 
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