` 
**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q /AMENDED**

 

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

 

**For the quarterly period ended March 31, 2008**

 

[   ]   **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

 

**ZION NEVADA CORPORATION**

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

 

**Nevada**

**20-8600068**

(State or other jurisdiction of incorporation

(I.R.S. Employer Identification No.)

or organization)
 
 

**484 North 2070 East, Saint George, Utah  84790**

(Address of Principal Executive Offices)

 

**(435) 632-1837**

(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 March 31, 2008:  10,000,000 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**
2  
     Item 1.  Financial Statements
2  
     Item 2.  Management's Discussion and Analysis of Financial Condition
9  
     Item 4.  Control and Procedures
10  
**PART II	- OTHER INFORMATION**
12  
     Item 1.  Legal Proceedings
12  
     Item 2.  Changes in Securities
12  
     Item 3.  Defaults Upon Senior Securities
12  
     Item 4.  Submission of Matters to a Vote of Security Holders
12  
     Item 5.  Other Information
12  
     Item 6.  Exhibits and Reports on Form 8-K
12  
**SIGNATURE**
13
 

 

**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 three months ended March 31, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008.  The financial statements are presented on the accrual basis.

 

 
 
2

 
**FINANCIAL STATEMENTS**

 

**ZION NEVADA CORPORATION**

 

**Table of Contents**

 
 
PAGE
  
BALANCE SHEET

F-1
  
STATEMENT OF OPERATIONS

F-2
  
STATEMENT OF STOCKHOLDERS' EQUITY

F-3
  
STATEMENT OF CASH FLOWS

F-4
  
FOOTNOTES TO FINANCIAL STATEMENTS

F-5

 

 

 

 

 

 

 

 

 

 
 
3

 
**ZION NEVADA CORPORATION**

**(A Development Stage Company)**

**Balance sheets**

 
 
**(Unaudited)**
 
**ASSETS**

**March 31, 2008**

**December 31, 2007**
     
Current assets:
    
  Cash and cash equivalents

**$**

**624**

**$**

**156**

***     Total current assets***
 
**624**
 
**156**
     
Total Assets

**$**

**624**

**$**

**156**
          
**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
         
Current liabilities:
    
Advance from shareholder
 
**17,800**
 
**12,800**

***     Total current liabilities***
 
**17,800**
 
**12,800**
     
Commitments and contingencies
 
**-**
 
**-**
     
Stockholders' (deficit)	
    
  Common stock; $.001 par value, 75,000,000 shares authorized;
    
     10,000,000  shares issued and outstanding
 
**10,000**
 
**10,000**

  Accumulated (deficit) during the development stage
 
**(27,176)**
 
**(22,644)**

***Total stockholders' (deficit)***
 
**(17,176)**
 
**(12,644)**
     
Total Liabilities and Stockholders' Equity

**$**

**624**

**$**

**156**

 

 

 

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

 

**F-1**

 

4

 
**ZION NEVADA CORPORATION**

**(A Development Stage Company)**

**Statements of operations**

 

 
 
**(Unaudited)**

** March 7, 2007**

** March 7, 2007**
 
**For the three**

**(date of inception)**

**(date of inception)**
 
**months ended**

**through**

**through**
 
**March 31, 2008**

**March 31, 2007**

**March 31, 2008**
       
Revenues

**$**

**-**

**$**

**-**

**$**

**-**
       
Operating expenses
      
     General administrative
 
**4,532**
 
**5,000**
 
**27,176**

***          Total operating expenses***
 
**4,532**
 
**5,000**
 
**27,176**
       
***          (Loss) from operations***
 
**(4,532)**
 
**(5,000)**
 
**(27,176)**
       
Other income (expense)
      
     Interest income
 
**-**
 
**-**
 
**-**

     Interest expense
 
**-**
 
**-**
 
**-**

***          Total other income (expenses)***
 
**-**
 
**-**
 
**-**
       
***          (Loss) before provision for income taxes***
 
**(4,532)**
 
**(5,000)**
 
**(27,176)**
       
Provision for Income Taxes
 
**-**
 
**-**
 
**-**
       
**          Net (loss)**

**$**

**(4,532)**

**$**

**(5,000)**

**$**

**(27,176)**
              
Basic and diluted loss per common share

**$**

**(0.01)**

**$**

**(0.01)**

**$**

**(0.01)**
       
Basic and diluted weighted average	
      
     common shares outstanding
 
**10,000,000**
 
**10,000,000**
 
**10,000,000**

 

 

 

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

 

**F-2**

 

5

 
**ZION NEVADA CORPORATION**

**(A Development Stage Company)**

**Statements of stockholders' (deficit)**

 

 
    
**Additional**
   
**Total**
  
**Common stock**
 
**paid-in**
 
**Accumulated**
 
**Shareholders'**
  
**Shares**
 
**Amount**
 
**capital**
 
**(deficit)**
 
**(deficit)**
           
**Balance March 7, 2007 (date of inception)**
 
**-**

$

**-**

$

**-**

$

**-**

$

**-**
           
Shares issued for cash  3-7-07
 
5,000,000
 
5,000
 
-
 
-
 
**5,000**

Shares issued for service 3-7-07
 
5,000,000
 
5,000
 
-
 
-
 
**5,000**

Net (loss)
 
-
 
-
 
-
 
(22,644)
 
**(22,644)**
           
**Balance December 31, 2007**
 
**10,000,000**

$

**10,000**

$

**-**

$

**(22,644)**

$

**(12,644)**
                      
Shares issued for cash	
 
-
 
-
 
-
 
-
 
**-**

Shares issued for service	
 
-
 
-
 
-
 
-
 
**-**

Net (loss)
 
-
 
-
 
-
 
(4,532)
 
**(4,532)**
           
**Balance March 31, 2008 (unaudited)**
 
**10,000,000**

$

**10,000**

$

**-**

$

**(27,176)**

$

**(17,176)**

 

 

 

 

 

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

 

**F-3**

 

6

 
**ZION NEVADA CORPORATION**

**(A Development Stage Company)**

**Statements of cash flows**

 

 
  
**(Unaudited)**

** March 7, 2007**

** March 7, 2007**
  
**For the three**

**(date of inception)**

**(date of inception)**
  
**months ended**

**through**

**through**
  
**March 31, 2008**

**March 31, 2007**

**March 31, 2008**
       
Operating activities:
      
  Net loss

$

**(4,532)**

$

**(5,000)**

$

**(27,176)**

  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***
 
**(4,532)**
 
**-**
 
**(22,176)**
       
Financing activities:
      
     Advance from shareholder
 
**5,000**
 
**5,000**
 
**17,800**

     Proceeds from issuance of common stock
 
**-**
 
**5,000**
 
**5,000**

***          Net cash provided by financing activities***
 
**5,000**
 
**10,000**
 
**22,800**
       
Net change in cash
 
**468**
 
**10,000**
 
**624**

Cash, beginning of period
 
**156**
 
**-**
 
**-**

Cash, ending of period

$

**624**

$

**10,000**

$

**624**
              
Non Cash Investing and Financing Activities:
      
Issuance of Common Stock for Services

$

-

$

5,000

$

5,000

 

 

 

 

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

 

**F-4**

 

7

 
**ZION NEVADA CORPORATION**

 

**NOTES TO THE 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 March 31, 2008, 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, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 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 March 31, 2008, advance from president/ shareholder was approximately $18,000.

 

**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 March 31, 2008. For the quarter ended March 31, 2008, the registrant recognized a net loss of $4,532.00. 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 March 31, 2008 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

 

Zion Nevada 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, 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**

 

Our management is responsible for establishing andmaintaining adequate internal control over financial reporting for the Company.Internal control over financial reporting is defined in Rule 13a-15(f) or15d-15(f) promulgated under the Securities Exchange Act of 1934 (Exchange Act)as a process designed by or under the supervision of, our principal executiveand principal financial officers and effected by our Board of Directors,management and other personnel, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples and includes those policies and procedures that:

 

Pertain to the maintenance of records thatis in reasonable detail accurately and fairly reflect the transactions anddispositions of our assets

 

Provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts andexpenditures of the Company are being made only in  accordance withauthorizations of our management and directors: and

 

Provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use or disposition of theCompany's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures maydeteriorate.

 

 

10

 
Management assessed the effectiveness of theCompany's Internal Control over financial reporting as of March 31, 2008. Inmaking this assessment, management used the criteria set forth by the Committeeof Sponsoring Organizations of the Treadway Commission in this InternalControl-Integrated Framework.

 

Base on our assessment, we believe that, as ofMarch 31, 2008 our internal control over financial reporting was ineffective.

 

The determination of ineffective internal controlover financial reporting is primarily due to a lack of separation of duties andaccounting staff.  Our entire financial management is comprised of oneindividual.  It is impossible to create a system of checks and balances withoversight in this circumstance.  The lack of separation of duties and accountingstaff has resulted in several restatements of our financial statements.  This isprimarily due to the fact that we did not dedicate the proper resources toresearching some complex accounting issue that arose during reporting period. It is management's intention to bring additional people into the managementteam.  Once there are more members of management, responsibilities can bedivided and oversight roles created.  This annual report does not include anattestation report of the Company's registered accounting firm regardinginternal control over financial reporting.  Management's report was not subjectto attestation by the Company's registered public accounting firm pursuant totemporary rules of the SEC.

 

***a) Evaluation of Disclosure Controls andProcedures***

 

We maintain disclosure controls and procedures (asdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that aredesigned to ensure that information required to be disclosed in the reports wefile or submit under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the SEC's rules and forms, andthat such information is accumulated and communicated to our management,including our chief executive officer and chief financial officer, asappropriate to allow timely decisions regarding disclosure.  In designing andevaluating the disclosure controls and procedures, management recognized thatany controls and procedures, no matter how well designed and operated, canprovide only reasonable assurance of achieving the desired control objectives,and management necessarily was required to apply its judgment in evaluating thecost-benefit relationship of possible controls and procedures.

 

Our management, with the participation of our chiefexecutive officer and chief financial officer, has evaluated the effectivenessof our disclosure controls and procedures as of March 31, 2008.  Based on theirevaluation, our chief executive officer and chief financial officer haveconcluded that, as of March 31, 2008, our disclosure controls and procedureswere not effective.

 

Our conclusion was based on (1) our lack ofsystematic accounting and disclosure procedures, (2) the lack of development ofour IT systems, (3) the lack of hiring and development of new personnel and (4)the number of adjustments identified by our independent auditors during thecourse of their review.  We attribute all of the identified weaknesses to theformative stage of our organizational development.  We currently lack thepersonnel resources to ensure that our disclosure controls and procedures areadequate.  We intend to address the procedural and control issues by adding moreformalized accounting procedures and accounting staff.

 

***b) Changes in internal controls.***

 

There have not been any changes in the Company'sinternal control over financial reporting (as such term is defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March31, 2008 that have materially affected, or are reasonably likely to materiallyaffect, the Company's internal control over financial reporting.

 

 

11

 
 

 

**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

None

 

**Item 2. Changes in Securities.**

 

None

 

**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

 

No reports on Form 8-K were filed during the quarter ended March 31, 2008.

 

 

 

 

12

 
**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.

 

 

**ZION NEVADA CORPORATION**

 

 

Date:  October 23, 2008

 

*/s/ Shawn Wright*

Shawn Wright

President, Secretary and Director

 

 

 

 

 

 

 

 

 
 
13

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