Attached files
| file | filename |
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| EX-31 - ALLIED AMERICAN STEEL CORP. | ruh_ex31.htm |
| EX-32 - ALLIED AMERICAN STEEL CORP. | ruh_ex32.htm |
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. 333-143969
ROYAL
UNION HOLDINGS, CORP.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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20-8600068
|
|
(State
or other jurisdiction of incorporation Or organization)
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(I.R.S.
Employer Identification)
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484
North 2070 East, Saint George, Utah 84790
(Address
of Principal Executive Offices)
(435)
632-1837
(Issuer’s
telephone number)
Former
Name and Address
(ZION
NEVADA CORPORATION)
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
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[ ] Accelerated
filer
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|
[ ] Non-accelerated
filer
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[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 18, 2009: 12,225,000 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 (March 7, 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
ROYAL
UNION HOLDINGS CORP.
Formerly
known as
ZION
NEVADA CORPORATION
Table
of Contents
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PAGE
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F-1
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F-2
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F-3
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F-4
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3
ROYAL
UNION HOLDING, CORP.
formerly
known as
ZION
NEVADA CORPORATION
(A
Development Stage Company)
Balance sheets
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(Unaudited)
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||||||||
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ASSETS
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September
30, 2009
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December
31, 2008
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||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 315 | $ | 4,332 | ||||
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Total
current assets
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315 | 4,332 | ||||||
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Total
Assets
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$ | 315 | $ | 4,332 | ||||
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LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable and accrued expenses
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$ | 13,677 | $ | - | ||||
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Advance
from shareholder
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29,800 | 19,800 | ||||||
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Total
current liabilities
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43,477 | 19,800 | ||||||
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Commitments
and contingencies
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- | - | ||||||
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Stockholders'
(deficit)
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||||||||
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Preferred
stock; $.001 par value, 50,000,000 shares
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||||||||
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authorized,
zero shares issued and outstanding
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- | - | ||||||
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Common
stock; $.001 par value, 900,000,000 shares authorized;
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||||||||
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12,225,000
and 12,225,000 shares issued and outstanding
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12,225 | 12,225 | ||||||
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Additional
paid-in-capital
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11,025 | 11,025 | ||||||
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Accumulated
(deficit) during the development stage
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(63,612 | ) | (35,918 | ) | ||||
| (40,362 | ) | (12,668 | ) | |||||
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Less:
Stock issued for receivable
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(2,800 | ) | (2,800 | ) | ||||
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Total
stockholders' (deficit)
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(43,162 | ) | (15,468 | ) | ||||
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Total
Liabilities and Stockholders' (Deficit)
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$ | 315 | $ | 4,332 | ||||
The
accompanying notes are an integral part of these financial
statements.
F-1
4
ROYAL
UNION HOLDING, CORP.
formerly
known as
ZION
NEVADA CORPORATION
(A
Development Stage Company)
Statements of operations
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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March
7, 2007
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||||||||||||||||
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For
the three
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For
the three
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For
the nine
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For
the nie
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(date
of inception)
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||||||||||||||||
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months
ended
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months
ended
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months
ended
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months
ended
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through
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||||||||||||||||
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September
30, 2009
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September
30, 2008
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September
30, 2009
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September
30, 2008
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September
30, 2009
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||||||||||||||||
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Operating
expenses
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||||||||||||||||||||
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General
administrative
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14,486 | 1,720 | 27,694 | 9,470 | 63,612 | |||||||||||||||
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Total
operating expenses
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14,486 | 1,720 | 27,694 | 9,470 | 63,612 | |||||||||||||||
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(Loss)
from operations
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(14,486 | ) | (1,720 | ) | (27,694 | ) | (9,470 | ) | (63,612 | ) | ||||||||||
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Other
income (expense)
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||||||||||||||||||||
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Interest
income
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- | - | - | - | - | |||||||||||||||
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Interest
expense
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- | - | - | - | - | |||||||||||||||
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Total
other income (expenses)
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- | - | - | - | - | |||||||||||||||
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(Loss)
before provision for income taxes
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(14,486 | ) | (1,720 | ) | (27,694 | ) | (9,470 | ) | (63,612 | ) | ||||||||||
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Provision
for Income Taxes
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- | - | - | - | - | |||||||||||||||
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Net
(loss)
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$ | (14,486 | ) | $ | (1,720 | ) | $ | (27,694 | ) | $ | (9,470 | ) | $ | (63,612 | ) | |||||
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Basic
and diluted loss per common share
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
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Basic
and diluted weighted average
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||||||||||||||||||||
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common
shares outstanding
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12,225,000 | 10,000,000 | 12,225,000 | 10,000,000 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
F-2
5
ROYAL
UNION HOLDING, CORP.
formerly
known as
ZION
NEVADA CORPORATION
(A
Development Stage Company)
Statements of cash flows
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(Unaudited)
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||||||||||||
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(Unaudited)
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(Unaudited)
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March
7, 2007
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||||||||||
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For
the nine
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For
the nine
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(date
of inception)
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||||||||||
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months
ended
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months
ended
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through
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||||||||||
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September
30, 2009
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September
30, 2008
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September
30, 2009
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||||||||||
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Operating
activities:
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||||||||||||
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Net
loss
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$ | (27,694 | ) | $ | (9,470 | ) | $ | (63,612 | ) | |||
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Adjustments
to reconcile net loss to
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||||||||||||
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net
cash used in operating activities:
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||||||||||||
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Stock
issued for services
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- | - | 5,000 | |||||||||
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Changes
in operating assets and liabilities:
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||||||||||||
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Increase
in accounts payable
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13,677 | - | 13,677 | |||||||||
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Increase
in accrued expenses
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- | 1,662 | - | |||||||||
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Net
cash (used in) operating activities
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(14,017 | ) | (7,808 | ) | (44,935 | ) | ||||||
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Financing
activities:
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||||||||||||
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Advance
from shareholder
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10,000 | 7,000 | 29,800 | |||||||||
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Net
proceeds from issuance of common stock
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- | - | 15,450 | |||||||||
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Net
cash provided by financing activities
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10,000 | 7,000 | 45,250 | |||||||||
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Net
change in cash
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(4,017 | ) | (808 | ) | 315 | |||||||
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Cash,
beginning of period
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4,332 | 156 | - | |||||||||
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Cash,
ending of period
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$ | 315 | $ | (652 | ) | $ | 315 | |||||
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Non
Cash Investing and Financing Activities:
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||||||||||||
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Issuance
of Common Stock for Services
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$ | - | $ | - | $ | 5,000 | ||||||
The
accompanying notes are an integral part of these financial
statements.
F-3
6
ROYAL
UNION HOLDINGS, CORP.
Formerly
known as
ZION
NEVADA CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
Note
1 - CONDENSED FINANCIAL STATEMENT
The
accompanying 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 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 - 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 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.
NOTE
3 - RELATED PARTY TRANSACTIONS
As of
September 30, 2009, advance from president/ shareholder was approximately
$30,000.
F-4
7
NOTE
4 - STOCKHOLDERS' DEFICIT
In March
2009, the Company revised and restated its articles of incorporation to increase
the amount of authorized capital to 950,000,000 shares of stock to be divided
into Common and Preferred Stock. The restated articles increased the authorized
shares of Preferred Stock to 50,000,000 shares and Common Stock to 900,000,000
shares.
NOTE
5 – CHANGE IN CONTROL OF REGISTRANT
Effective
May 22, 2009, Mr. Shawn Wright resigned as President, Chief Executive Officer
and Secretary. Mr. Wright will remain with the company in the
capacity as a Director.
Effective
May 22, 2009, Ms. Heidi Williams was appointed as President and Chief Executive
Officer.
Effective
May 22, 2009, Ms. Tammy Hardcastle was appointed as Chief Financial Officer and
Secretary.
Effective
May 22, 2009, Mr. Michael Hesser was appointed as a Director.
Zion
Nevada Corporation filed for a formal name change to Royal Union Holdings
Corp.
NOTE
5 - SUBSEQUENT EVENTS
There are
no subsequent events incurred by the Company as of December 18,
2009.
F-5
8
Item 2. Management’s Discussion and Analysis of Financial Conditions
and Results
of Operations
Plan of
Operation
On June
29, 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 (March 7, 2007)
through September 30, 2009. For the quarter ended September 30, 2009,
the registrant recognized a net loss of $14,486. 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
Royal
Union Holdings Corp.’s (formerly known as: Zion Nevada Corporation) 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, Royal Union Holdings Corps.’
(formerly known as Zion Nevada 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
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(a)
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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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
11
Item 2. Changes in Securities.
In March
2009, the Company revised and restated its articles of incorporation to increase
the amount of authorized capital to 950,000,000 shares of stock to be divided
into Common and Preferred Stock. The restated articles increased the authorized
shares of Preferred Stock to 50,000,000 shares and Common Stock to 900,000,000
shares.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security
Holders.
None
Item 5. Other Information.
Effective
May 22, 2009, Mr. Shawn Wright resigned as President, Chief Executive Officer
and Secretary. Mr. Wright will remain with the company in the
capacity as a Director.
Effective
May 22, 2009, Ms. Heidi Williams was appointed as President and Chief Executive
Officer.
Effective
May 22, 2009, Ms. Tammy Hardcastle was appointed as Chief Financial Officer and
Secretary.
Effective
May 22, 2009, Mr. Michael Hesser was appointed as a Director.
Zion
Nevada Corporation filed for a formal name change to Royal Union Holdings
Corp.
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 June 30, 2009.
12
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.
ROYAL
UNION HOLDINGS, CORP.
Date: December
18, 2009
/s/ Heidi
Williams
Heidi
Williams
Chief
Executive Officer
13