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 March 31, 2010

[   ]   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 May 12, 2010:  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]

 
 
 


 
TABLE OF CONTENTS










 
2
 

 
PART I - FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
 
STEELE RECORDING CORPORATION
 
(A DEVELOPMENT STAGE COMPANY)
 
FINANCIAL STATEMENTS
 
(UNAUDITED)
 

 
 
March 31, 2010
 


Our unaudited financial statements included in this Form 10-Q are as follows:
   
 
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2010 are not necessarily indicative of the results that can be expected for the full year.









 
3
 


STEELE RECORDING CORPORATION
(A Development Stage Company)

Consolidated balance sheets


ASSETS
 
March 31, 2010
   
December 31, 2009
 
             
Current assets:
           
  Cash and cash equivalents
  $ 462     $ 633  
     Total current assets
    462       633  
                 
Total Assets
  $ 462     $ 633  
                 
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
  $ 7,534     $ 6,370  
Advance from shareholder
    53,611       43,250  
     Total current liabilities
  $ 61,145     $ 49,620  
                 
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 12,220,000  shares issued and outstanding at March 31, 2010 and December 31, 2009 respectively
    12,220       12,220  
  Additional paid-in-capital
    19,480       19,480  
  Accumulated (deficit) during the development stage
    (91,883 )     (80,187 )
  Less: Stock issued for receivable
    (500 )     (500 )
Total stockholders' (deficit)
    (60,683 )     (48,987 )
                 
Total Liabilities and Stockholders' (Deficit)
  $ 462     $ 633  




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)
   
February 12, 2007
 
   
For the three
   
For the three
   
(date of inception)
 
   
months ended
   
months ended
   
through
 
   
March 31, 2010
   
March 31, 2009
   
March 31, 2010
 
Revenues
  $ -     $ -     $ -  
                         
Operating expenses
                       
General administrative
    11,696       6,949       91,889  
Total operating expenses
    11,696       6,949       91,889  
                         
(Loss) from operations
    (11,696 )     (6,949 )     (91,889 )
                         
Other income (expense)
                       
Other income
    -       -       6  
Other expense
    -       -       -  
Total other income (expenses)
    -       -       6  
                         
(Loss) before provision for income taxes
    (11,696 )     (6,949 )     (91,883 )
                         
Provision for Income Taxes
    -       -       -  
                         
Net (loss)
  $ (11,696 )   $ (6,949 )   $ (91,883 )
                         
Basic and diluted loss per common share
  $ (0.00 )   $ (0.00 )        
                         
Basic and diluted weighted average
                       
common shares outstanding
    1,222,000       12,220,000          



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)
   
February 12, 2007
 
   
For the three
   
For the three
   
(date of inception)
 
   
months ended
   
months ended
   
through
 
   
March 31, 2010
   
March 31, 2009
   
March 31, 2010
 
                   
Operating activities:
                 
  Net loss
  $ (11,696 )   $ (6,949 )   $ (91,883 )
  Adjustments to reconcile net loss to
                       
net cash used in operating activities:
                       
Stock issued for services
    -       -       13,000  
  Changes in operating assets and liabilities:
                       
 Increase in accounts payable & accrued expense
    1,164       2,500       7,534  
Net cash (used in) operating activities
    (10,532 )     (4,449 )     (71,349 )
                         
Financing activities:
                       
Advance from shareholder
    10,361       4,100       53,611  
Net proceeds from issuance of common stock
    -       -       18,200  
Net cash provided by financing activities
    10,361       4,100       71,811  
                         
Net change in cash
    (171 )     (349 )     462  
Cash, beginning of period
    633       4,088       -  
Cash, ending of period
  $ 462     $ 3,739     $ 462  
                         
Supplemental disclosure of cash flow information:
                       
Interest received
  $ -     $ -     $ 6  
Non cash investing and financing activities:
                       
Issuance of common stock for services
  $ -     $ -     $ 13,000  


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

F-3

 
6
 

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 March 31, 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, 2009 audited financial statements.  The results of operations for the periods ended March 31, 2010 and 2009 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 as defined by FASB ASC Topic 915.
 
NOTE 3 – GOING CONCERN

The Company’s 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 incurred a net operating loss of $91,883 through March 31, 2010. It has not commenced its operations, and is in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern.

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.


 
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 inter-company 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

During the three months ended March 31, 2010 and 2009, Marlon Mack Steele Jr., a shareholder advanced $10,361 and $4,100, respectively, to the Company.
 
These amounts are reflected as unsecured and non-interest bearing advances with no maturity date. As of March 31, 2010 and December 31, 2009, the balance of these amounts was $53,611 and $43,250, respectively.
 
NOTE 6. SUBSEQUENT EVENTS
 
None. The Company has evaluated subsequent events through May 14, 2010, the date which the financial statements were available to be issued, and no such events have occurred.




 

 
8
 

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

Going Concern

The Company’s 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 incurred a net operating loss of $91,883 through March 31, 2010. The Company 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.  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.

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 planned 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 we are considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.  In order to proceed in the execution of our business we must secure additional capital.  Since listing we have been unable to attract substantive funding.

Results of Operation

We have not had any operating income from inception (February 12, 2007) through March 31, 2010.  For To date, we have recognized a net loss of $91,883 .

General and administrative expenses were as follows:
 
   
(Unaudited)
For the three
months ended
March 31, 2010
   
(Unaudited)
For the three
months ended
March 31, 2009
   
(Unaudited)
 February 12, 2007
(date of inception)
through
March 31, 2010
 
General administrative
    11,696       6,949       91,889  
     Total operating expenses
    11,696       6,949       91,889  
     (Loss) from operations
    (11,696 )     (6,949 )     (91,883 )

Expenses for the year were comprised of costs mainly associated with legal, accounting, and office.


 
9
 

Liquidity and Capital Resource

ASSETS
 
March 31, 2010
   
December 31, 2009
 
             
Current assets:
           
  Cash and cash equivalents
  $ 462     $ 633  
     Total current assets
    462       633  
                 
Total Assets
  $ 462     $ 633  
                 
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current liabilities:
               
Accounts payable and accrued expenses
  $ 7,534     $ 6,370  
Advance from shareholder
    53,611       43,250  
     Total current liabilities
  $ 61,145     $ 49,620  
                 
Commitments and contingencies
    -       -  

At March 31, 2010 we had no substantive capital resources and significant negative working capital and in order to proceed with our business plan, must endeavor to identify alternative capital resources or additional capital contributions from shareholders to fund administrative and other expenses.

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.

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 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


 
10
 

Item  4. 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.

We have 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, we believe 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.


 
11
 

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:

Assuming we are able to secure additional working capital, 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.

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, 2010.  Additionally, we plan to test our updated controls and remediate our deficiencies by September 30, 2010.

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 March 31, 2010.  Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of March 31, 2010, our disclosure controls and procedures were ineffective.

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 March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
12
 


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: (1) 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.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the relevant period for this report the Company has not sold any unregistered securities.

Item 3. Defaults Upon Senior Securities.

None.

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

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended March 31, 2010.

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

No reports on Form 8-K were filed during the quarter ended March 31, 2010.



 
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: May 17, 2010

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






 
 
 
 

 






 
14
 

Steele Oceanic (CE) (USOTC:SELR)
Historical Stock Chart
From Jul 2024 to Aug 2024 Click Here for more Steele Oceanic (CE) Charts.
Steele Oceanic (CE) (USOTC:SELR)
Historical Stock Chart
From Aug 2023 to Aug 2024 Click Here for more Steele Oceanic (CE) Charts.