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. 333-143969





ROYAL UNION HOLDING CORP.


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





Nevada
20-8600068(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)








484 North 2070 East, Saint George, Utah 84790


(Address of Principal Executive Offices)




(435) 632-1837




(Issuer’s telephone number)




Zion Nevada Corporation




(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 15, 2010:  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]











TABLE OF CONTENTS





PART I - FINANCIAL INFORMATIONPageItem 1.
Financial Statements
3Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
9Item 3.
Quantitative and Qualitative Disclosures About Market Risk
11Item 4.
Controls and Procedures
11PART II - OTHER INFORMATIONItem 1.
Legal Proceedings
14Item 1A.
Risk Factors
14Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
14Item 3.
Defaults Upon Senior Securities
14Item 4.
Submission of Matters to a Vote of Security Holders
14Item 5.
Other Information
14Item 6.
Exhibits and Reports on Form 8-K
14SIGNATURES
15




















2














PART I - FINANCIAL INFORMATION






Item 1. Financial Statements






ROYAL UNION HOLDING CORP.


(A DEVELOPMENT STAGE COMPANY)




FINANCIAL STATEMENTS


(UNAUDITED)








March 31, 2010




Our unaudited financial statements included in this Form 10-Q are as follows:





Balance Sheets as of March 31, 2010 and December 31, 2009;Statements of Operations for the three months ended March 31, 2010, the three months ended March 31, 2009, and for the Period from Inception (March 7, 2007) to March 31, 2010;Statements of Cash Flows for the three months ended March 31, 2010, the three months ended March 31, 2009 and for the Period from Inception (March 7, 2007) to March 31, 2010;Notes to Financial Statements;





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





ROYAL UNION HOLDING CORPORATION


(formerly: Zion Nevada Corporation)


(A Development Stage Company)





Balance sheets








(Unaudited)ASSETS

March 31, 2010


December 31, 2009Current assets:Cash and cash equivalents

$
43


$
324Prepaid expense


-



600Total current assets


43



924Total Assets

$
43


$
924LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current liabilities:Accounts payable and accrued expenses

$
3,413


$
952Advances from related parties


49,414



49,074Total current liabilities


52,827



50,026Commitments and contingencies


-



-Stockholders' (deficit)Preferred stock; $.001 par value, 50,000,000 sharesauthorized, zero shares issued and outstanding


-



-Common stock; $.001 par value, 900,000,000 shares authorized;12,225,000 and 12,225,000 shares issued and outstandingat March 31, 2010 and December 31, 2009, respectively


12,225



12,225Additional paid-in-capital


12,525



12,525Accumulated (deficit) during the development stage


(124,734
)


(121,052
)Stock issuable


50,000



50,000Less: Stock issued for receivable


(2,800
)


(2,800
)Total stockholders' (deficit)


(52,784
)


(49,102
)Total Liabilities and Stockholders' (Deficit)

$
43


$
924








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








F-1


4





ROYAL UNION HOLDING CORPORATION


(formerly: Zion Nevada Corporation)


(A Development Stage Company)





Statements of operations








(Unaudited)(Unaudited)


(Unaudited)


March 7, 2007For the three


For the three


(date of inception)months ended


months ended


throughMarch 31, 2010


March 31, 2009


March 31, 2010Revenues

$
-


$
-


$
-Operating expensesGeneral administrative


3,682



6,189



74,859General administrative - related-party


-



-



49,875Total operating expenses


3,682



6,189



124,734(Loss) from operations


(3,682
)


(6,189
)


(124,734
)Other income (expense)Interest income


-



-



-Interest expense


-



-



-Total other income (expenses)


-



-



-(Loss) before provision for income taxes


(3,682
)


(6,189
)


(124,734
)Provision for Income Taxes


-



-



-Net (loss)

$
(3,682
)

$
(6,189
)

$
(124,734
)Basic and diluted loss per common share

$
(0.00
)

$
(0.00
)Basic and diluted weighted averagecommon shares outstanding


12,225,000



12,225,000








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





F-2


5





ROYAL UNION HOLDING CORPORATION


(formerly: Zion Nevada Corporation)


(A Development Stage Company)




Statements of cash flows








(Unaudited)(Unaudited)


(Unaudited)


March 7, 2007For the three


For the three


(date of inception)months ended


months ended


throughMarch 31, 2010


March 31, 2009


March 31, 2010Operating activities:Net loss

$
(3,682
)

$
(6,189
)

$
(124,734
)Adjustments to reconcile net loss tonet cash used in operating activities:Stock issued for services


-



-



5,000Changes in operating assets and liabilities:Decrease in prepaid expense


600



-



-Increase in accounts payable


2,461



-



3,413Increase in accrued expenses


-



2,500



-Net cash (used in) operating activities


(621
)


(3,689
)


(116,321
)Financing activities:Advances from related parties


340



-



49,414Net proceeds from issuance of common stock


-



-



66,950Net cash provided by financing activities


340



-



116,364Net change in cash


(281
)


(3,689
)


43Cash, beginning of period


324



4,332



-Cash, ending of period

$
43


$
643


$
43Non Cash Investing and Financing Activities:Issuance of Common Stock for Services

$
-


$
-


$
5,000








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





F-3


6


ROYAL UNION HOLDINGS CORPORATION


(formerly: Zion Nevada Corporation)


(A Development Stage Company)


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 March 31, 2010, 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, 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





Royal Union Holding Corporation (the “Company”), formerly named Zion Nevada Corporation, was incorporated in the State of Nevada on March 7, 2007.  The Company’s principal business objective is to acquire, develop, and manage commercial and residential real estate properties.  The Company plans to engage in real estate projects in cooperation with strategic consultants, architects, general and sub-contractors, and other specialists on a project-by-project basis. The Company's operation has been limited to general administrative operations and is considered a development stage company as defined by FASB ASC Topic 915.





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 incurred a net operating loss of $124,734 through March 31, 2010, and 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.


7





NOTE 3 - RELATED PARTY TRANSACTIONS





During the three months ended March 31, 2010 and 2009, Royal Union, LLC, a shareholder advanced $100 and $-0-, respectively, to the Company.




During the three months ended March 31, 2010 and 2009, Shawn Wright, a shareholder advanced $240 and $-0-, 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 $49,414 and $49,074, respectively.




NOTE 4. SUBSEQUENT EVENTS





None. The Company has evaluated subsequent events through May 20, 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 $124,734through 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





Royal Union, Corp. (formerly Zion Nevada Corporation) (the “Company” or “We”) was incorporated in the State of Nevada on March 7, 2007. The principal business objective of Royal Union, Corp. is to acquire, develop and manage commercial and residential real estate properties. The Company intends to engage in real estate projects in cooperation with strategic consultants, architects, general and sub­contractors, and other specialists on a project-by-project basis.





We are a development stage company and have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include the following:





1.
Formation of the Company;


2.
Development of the Royal Union, Corp. business plan;


3.
Registering with the Securities and Exchange Commission


4.
Listing on a public market or exchange


5.
Securing DTC eligibility


6.
Due diligence and research potential design and the construction of residential and commercial real estate projects with emphasis on value and quality.


7.
Identifying alternative capital resources;


8.
Due diligence and research on potential acquisition properties that will provide a current positive cash flow and portfolio for possible long-term appreciation.


9.
Establishing policies and procedures for either long-term leasing or short-term sale.


10.
Diversification strategies to expand geographic reach.





In order for us to commence substantive operations, we will require additional capital. It was our expectation that registration with the Securities and Exchange Commission and subsequent public listing of our common stock might facilitate our efforts in attracting additional capital. Thus far we have been unsuccessful in identifying credible sources of financing despite our efforts.





In the event that we succeed in raising additional capital, we plan to select land for development and other real estate related projects subject to:





9


1.
Internal and external demographic and marketing studies;


2.
Financial and legal reviews as to the feasibility of the proposed project;


3.
The ability to secure necessary financing and obtain required government approvals and


entitlements;


4.
Environmental due diligence;


5.
Management’s judgment as to the real estate market economic trends; and


6.
Our experience in a particular market.





Our Officers and Directors do not receive a salary.





As of May 15, 2010 Royal Union, Corp. had 12,225,000 shares of $0.001 par value common stock issued and outstanding and no preferred shares issued or outstanding.





Our administrative offices are located at 484 North 2070 East, Saint George, Utah 84790.





Our fiscal year end is December 31.





Results of Operation





We have not had any operating income from inception (March 7, 2007) through March 31, 2010.  For To date, we have recognized a net loss of $124,734.





General and administrative expenses were as follows:








(Unaudited)


(Unaudited)


March 7, 2007For the three


For the three


(date of inception)months ended


months ended


throughMarch 31, 2010


March 31, 2009


March 31, 2010Revenues

$
-


$
-


$
-Operating expensesGeneral administrative


3,682



6,189



74,859General administrative - related-party


-



-



49,875Total operating expenses


3,682



6,189



124,734(Loss) from operations


(3,682
)


(6,189
)


(124,734
)








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





10


Liquidity and Capital Resource





(Unaudited)ASSETS

March 31, 2010


December 31, 2009Current assets:Cash and cash equivalents

$
43


$
324Prepaid expense


-



600Total current assets


43



924Total Assets

$
43


$
924LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current liabilities:Accounts payable and accrued expenses

$
3,413


$
952Advances from related parties


49,414



49,074Total current liabilities


52,827



50,026Commitments 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.





During the three months ended March 31, 2010 and 2009, Royal Union, LLC, a shareholder advanced $100 and $-0-, respectively, to the Company.




During the three months ended March 31, 2010 and 2009, Shawn Wright, a shareholder advanced $240 and $-0-, 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 $49,414 and $49,074, respectively.




Critical Accounting Policies





ROYAL UNION HOLDING CORP.’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.


11





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.





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.





12


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 as of December 31, 2009.





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.


13





PART II - OTHER INFORMATION





Item 1. Legal Proceedings.





Not Applicable





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.

















14


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.





ROYAL UNION HOLDING CORP.





Date: May 21, 2010





/s/ Heidi Williams


Heidi Williams


President, CEO





/s/ Tammy Hardcastle


Tammy Hardcastle


Chief Financial Officer






































15