UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JANUARY 3031, ~~2013~~2017

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

EXCHANGE ACT FOR THE TRANSITION PERIOD FROM

_______________ to _______________

Commission File Number 000-53474

STEELE ~~RESOURCES~~OCEANIC CORPORATION

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

NEVADA		75-3232682
OKLAHOMA		81-1294537
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
2705 Garnet Avenue, Suite 2A San Diego, CA		95682
2658 Del Mar Heights Rd. # 520 Del Mar, CA		92014
(Address of Principal Executive Offices)		(Zip Code)
Issuer's telephone number:		(~~225~~888) ~~246~~847-~~2181~~9090

2705 Garnet Avenue, Suite 2A

San Diego, CA 92109

(Former address if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-~~accelerated~~Accelerated filer [☐ ] Smaller reporting company ~~[X]~~☒ Emerging growth company ☐ (Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

~~Explanatory~~The ~~Note:~~number ~~Pursuant to Rule 405(a)(2)~~ of ~~Regulation~~shares ~~S-T, the registrant is relying upon the applicable 30-day grace period for the initial filing~~ of ~~its first Interactive Data File required to contain detail-tagged footnotes or schedules. The registrant intends to file~~ the ~~required~~issuer’s ~~detail-tagged~~common ~~footnotes~~stock oroutstanding ~~schedules~~as ~~by the filing~~ of anJune ~~amendment~~16, 2017 towas ~~this Quarterly Report on Form 10-Q within the 30-day period.~~8,982,355

~~The~~Transitional ~~number~~Small ofBusiness ~~shares~~Disclosure ofFormat ~~the~~Yes ☐ ~~issuer’s~~No ~~common stock outstanding as of November 2, 2013 was 101,646,147.~~☒

INDEX TO FORM 10-Q FILING

PART I - FINANCIAL INFORMATION	4
ITEM 1. FINANCIAL STATEMENTS	4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	5
ITEM 4. CONTROLS AND PROCEDURES	12
PART II - OTHER INFORMATION	14
ITEM 1A. RISK FACTORS	14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES	14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	15
ITEM 5. OTHER INFORMATION	15
ITEM 6. EXHIBITS	16
SIGNATURES	17

January 31, 2017

TABLE OF CONTENTS

PART I		Financial Information	Page Number

	Item 1.	Financial Information	4

		Consolidated Balance Sheets as of January 31,2017 (Unaudited)	5

		Consolidated Statements of Operations for the three months ended January 31, 2017 (Unaudited)	6

		Consolidated Statements of Cash Flows for the three months ended January 31, 2017 (Unaudited)	7

		Notes to Unaudited Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

	Item 4.	Controls and Procedures	14

PART II		Other Information

	Item 1.	Legal Proceedings	15

	Item 1A	Risk Factors	15

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

	Item 3.	Defaults Upon Senior Securities	15

	Item 4.	Mine Safety Disclosures	15

	Item 5.	Other Information	15

	Item 6.	Exhibits	16

	SIGNATURES		16

		Management Certification

		Sarbanes-Oxley Act

PART I - — FINANCIAL INFORMATION

Item 1. ~~Interim Financial Statements and Notes to Interim Financial Statements~~

~~General~~Interim Consolidated Financial Statements and Notes to Interim Financial Statements (Unaudited)

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles applicable in the United States of America. There has been no material change in the information disclosed in the notes to the consolidated financial statements included in our Company's annual report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.4

4Steele Oceanic Corporation Consolidated Balance Sheet (Unaudited)

STEELE RESOURCES CORPORATION
	January 31,		October 31,
(An Exploration Stage Company)
	2017		2016
CONSOLIDATED BALANCE SHEETS
Assets
ASSETS:		September 30,		December 31,
Current assets:
		2013		2012
Cash and cash equivalents	$ -		$ 164,593
TOTAL ASSETS		$	-	$	-
Accounts receivable	408,501		420,514
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Inventories	128,595		147,060
CURRENT LIABILITIES:
Prepaid expenses and other current assets	39,590		66,156
Accounts payable and accrued liabilities		$	236,655	$	238,203
Total current assets	576,686		798,323
Accrued expenses			451,188		485,969
Goodwill	26,290		26,290
Derivative liability			240,944		93,235
Other assets	3,282		3,282
JV agreement refund payable			540,000		540,000
Total assets	$ 606,258		$ 827,895
Note payable - related parties			397,709		235,300
Liabilities and Stockholders’ Equity
Notes payable			179,000		531,411
Current liabilities:
Convertible note payable - related parties			314,000		-
Accounts payable	$ 306,765		$ 513,987
Convertible note payable			20,073		359,250
Related parties payable	106,355		106,355
TOTAL LIABILITIES			2,379,569		2,483,368
Loan payable	80,000		80,000
CONTINGENCIES AND COMMITMENTS			-	-
Other current liabilities	176		1,421
STOCKHOLDERS' DEFICIT:
Total current liabilities	493,296		701,763
Preferred stock, $0.001 par value, 5,000,000 shares authorized;
Total liabilities	493,296		701,763
0 are issued and outstanding as of
Contingencies and commitments
September 30, 2013 and December 31, 2012, respectively			-		-
Stockholders’ equity:
Common stock, $0.001 par value, 300,000,000 shares authorized;
Preferred stock (5,000,000 authorized, $0.0001 par value, 285,490 and 284,490 outstanding as of January 31, 2017 and October 31, 2016, respectively)
101,646,147 and 72,510,225 issued and outstanding as of
Preferred series A stock (1,000 designated, $0.0001 par value, 1,000 and none outstanding as of January 31, 2017 and October 31, 2016, respectively)	-		-
September 30, 2013 and December 31, 2012, respectively			83,451		54,316
Preferred series B stock (284,490 designated, $0.0001 par value, 284,490 outstanding as of January 31, 2017 and October 31, 2016)	28		28
Additional paid-in capital			2,670,723		2,638,007
Common stock (895,000,000 authorized, $0.0001 par value, 51,426 outstanding as of January 31, 2017 and October 31, 2016)	5		5
Deficit accumulated during exploration stage			(5,133,743)		(5,175,691)
Additional Paid-In Capital	156,437		156,437
TOTAL STOCKHOLDERS' DEFICIT			(2,379,569)		(2,483,368)
Accumulated deficit	(43,508)		(30,338)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-	$	-
Total stockholders’ equity	112,962		126,132
Total liabilities and stockholders’ equity	$ 606,258		$ 827,895

~~The~~See accompanying notes ~~are~~to anunaudited ~~integral~~consolidated ~~part of these~~ financial statements.

~~F-1~~5

STEELE RESOURCES CORPORATION
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
									For the Period
	For the Three Months Ended				For the Nine Months Ended				from May 27, 2010
	September 30,				September 30,				(inception) through
	2013		2012		2013		2012		September 30, 2013
REVENUE	$	-	$	-	$	-	$	-	$	531,126
COSTS AND OPERATING EXPENSES:
Lease operating expenses		-		-		-		-		342,025
General and administrative		58,574		28,093		122,850		870,524		2,115,385
Exploration expense		-		1,822		-		417,092		2,336,933
Total costs and operating expenses		58,574		29,915		122,850		1,287,616		4,794,343
OPERATING LOSS		(58,574)		(29,915)		(122,850)		(1,287,616)		(4,263,217)
OTHER (INCOME) EXPENSES:
Sale of Shooting Star LLC		(483,484)		-		(483,484)		-		(483,484)
Change in derivative value		(143,747)		-		172,309		-		(25,456)
Interest expense		26,439		102,936		146,377		387,625		1,379,466
Total other (income) expense		(600,792)		102,936		(164,798)		387,625		870,526
LOSS BEFORE INCOME TAXES		542,218		(132,851)		41,948		(1,675,241)		(5,133,743)
Provision for income taxes		-		-		-		-		-
NET INCOME (LOSS)	$	542,218	$	(132,851)	$	41,948	$	(1,675,241)	$	(5,133,743)
NET LOSS PER SHARE:
Basic income (loss)	$	0.01	$	(0.00)	$	0.00	$	(0.03)
Diluted income (loss)	$	0.00	$	(0.00)	$	0.00	$	(0.03)
Weighted average common shares outstanding, basic		98,300,841		64,797,101		86,550,968		56,854,194
Weighted average common shares outstanding, diluted		264,801,357		64,797,101		359,403,248		56,854,194

Steele Oceanic Corporation
Consolidated Statement of Operations
	(Unaudited)

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

	,
	Three months ended January 31
	2017

Sales	$ 1,240,941

Cost of goods sold	1,111,870

Gross profit	129,071

Operating expenses:
Selling, general and administrative expenses	139,847
Total operating expenses	139,847

Operating (loss) income	(10,776)

Other (income) expenses, net:
Interest expense, net	2,394
Total other income, net	2,394

Net loss	$ (13,170)

Earnings per share:
Basic & diluted	$ (0.26)

Shares used in earnings per share calculation:
Basic & diluted	51,426

~~F-2~~See accompanying notes to unaudited consolidated financial statements.

STEELE RESOURCES CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
					For the Period
	For the Nine Months Ended				from May 27, 2010
	September 30,				(inception) through
	2013		2012		September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	41,948	$	(1,675,241)	$	(5,133,743)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation		-		38,172		52,118
Gain on sale of Shooting Star LLC		(483,484)				(483,484)
Stock-based compensation		12,000		-		581,888
Amortization of debt discount		-		294,596		763,614
Fixed assets issued for services		-		7,132		7,132
Stock issued for exploration costs		-		210,000		315,000
Share based compensation		-		363,642		145,659
Change in derivative liability		172,309		-		(25,456)
Changes in assets and liabilities:
Prepaid expenses and other current assets		-		1,618		-
Accounts payable and accrued expenses		110,861		(44,402)		351,124
Accrued expenses		146,366		250,767		721,587
Other assets		-		2,712		-
Net cash used in operating activities		0		(551,004)		(2,704,561)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		-		-		(37,965)
Proceeds from disposal of assets		-		9,700		8,900
Net cash used in investing activities		-		9,700		(29,065)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-		295,500		633,500
Cash acquired in reverse merger		-				19,200
Proceeds from investor advances		-		103,649		103,649
Cash from joint venture funding		-		-		540,000
Cash form project funding partners		-		-		195,000
Payments to project funding partners		-		-		(25,000)
Cash form project funding partners - related party		-		-		50,000
Proceeds from notes payable		-		359,762		1,592,962
Repayments on notes payable		-		(306,000)		(453,000)
Proceeds from notes payable - related party		-		65,800		137,148
Repayments on notes payable - related party		-		(500)		(59,833)
Net cash provided by financing activities		-		518,211		2,733,626
INCREASE (DECREASE) IN CASH		0		(23,093)		0
CASH, BEGINNING OF YEAR		-		23,107		-
CASH, END OF YEAR	$	0	$	14	$	0
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-	$	42,532	$	9,471
Income taxes paid	$	-	$	-	$	-
NONCASH INVESTING AND FINANCING TRANSACTIONS
Transfer of property for services	$	-	$	-	$	7,132
Exchange of interest in Shooting Star LLC for note reduction and related accrued interest	$	483,484	$	-	$	483,484
Common stock issued for conversion of debt	$	25,252	$	246,033	$	292,458

~~The~~Steele ~~accompanying~~Oceanic ~~notes~~Corporation ~~are~~Consolidated anStatement ~~integral part~~ of ~~these~~Cash ~~financial~~Flows ~~statements.~~(Unaudited)

F-3


	Three months ended
	January 31, 2017
Cash Flows From Operating Activities
Net loss	$ (13,170)
Changes in operating assets and liabilities:
Accounts receivable	12,013
Inventories	18,465
Prepaid expenses and other current assets	26,566
Accounts payable and other current liabilities	(208,467)
Net cash used by operating activities	(164,593)


Net decrease in cash and cash equivalents	(164,593)
Cash and cash equivalents at beginning of year	164,593
Cash and cash equivalents at end of year	$ -


Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$ -
Cash paid for income taxes	$ -

~~STEELE~~See ~~RESOURCES~~accompanying ~~CORPORATION~~notes ~~(AN~~to ~~EXPLORATION~~unaudited ~~STAGE~~consolidated ~~COMPANY)~~financial ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ statements.

~~NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION~~7

~~Business~~STEELE ~~Activity~~OCEANIC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~Steele~~NOTE ~~Resources~~1 ~~Corporation~~– ~~(formerly~~INTERIM ~~Steele~~FINANCIAL Recording Corporation) (the "Company", "SRC") was incorporated in the state of Nevada on February 12, 2007, at which time it was deemed a “shell company” carrying on minimal operations in the business of producing, acquiring, licensing and distribution of recorded music. The Company’s corporate charter for Steele Resources, Inc. has been revoked and the Company is in the process of re-incorporating. INFORMATION

OnNature ~~June 17, 2010 the Company entered into and consummated a Plan and Agreement~~ of Reorganization between the Company and Steele Resources, Inc. and certain stockholders of Steele Resources, Inc. (the “Reorganization”). Pursuant to the Reorganization, the Company acquired all of the issued and outstanding shares of Steele Resources, Inc., a Nevada Corporation (“SRI”). The primary business activity of SRC and its subsidiary consists of mining property acquisition, mineral exploration and development and mining services. Operations

~~Although~~Steele ~~from~~Resources aCorporation ~~legal~~was ~~perspective,~~originally ~~SRC~~incorporated ~~acquired~~in Nevada on February 12, 2007. Steele Resources, ~~Inc~~(formerly Steele Recording Corporation) was a U.,S. ~~from~~exploration anand ~~accounting~~mining ~~perspective~~company, incorporated in the ~~transaction~~state isof ~~viewed~~Nevada ason aFebruary ~~recapitalization~~12, of2007. ~~SRI~~On ~~accompanied~~June by17, 2010, the ~~equivalent~~Company ofentered aninto ~~issuance~~and consummated a Plan and Agreement of ~~stock~~Reorganization bybetween ~~SRI~~Steele ~~for~~Resources ~~the~~Corporation ~~net~~and ~~assets~~Steele Resources Corporation and certain stockholders of ~~SRC.~~Steele ~~This~~Resources isCorporation ~~because~~Pursuant ~~SRC~~to ~~did~~the ~~not~~Reorganization, ~~have~~Steele ~~operations~~Resources ~~immediately~~Corporation ~~prior~~acquired toall of the ~~merger~~issued and, ~~following~~outstanding ~~the~~shares ~~merger~~of Steele Resources Corporation, a Nevada Corporation (“SRI”), isformed ~~the~~in ~~operating~~May ~~company~~2010. From an accounting perspective, Steele Resources Corporation was the acquirer.

~~The~~On ~~accompanying~~July ~~financial~~18, ~~statements~~2008, ~~have~~Steele ~~been~~Recording ~~prepared~~Corporation inbecame ~~conformity~~a ~~with~~reporting ~~accounting~~company ~~principles~~under ~~generally~~Section ~~accepted~~12(g) ~~in the United States~~ of ~~America which contemplate continuation of~~ the ~~Company~~Securities asExchange aAct ~~going concern. However, the Company has a working deficit and has generated only $531,126 in revenues since inception. As~~ of ~~September 30, 2013 has an accumulated deficit of $5,133,743~~1934. ~~Further,~~Steele ~~the~~Resources ~~Company~~(formerly ~~has~~“Steele ~~inadequate~~Recording ~~working~~Corporation”) ~~capital~~filed ~~to maintain or develop~~ its ~~operations,~~annual and isquarterly ~~dependent~~reports, ~~upon~~wherein ~~funds from private investors and~~ the ~~support~~last ofreport ~~certain~~filed ~~stockholders. These~~was ~~factors raise substantial doubt about~~ the ~~Company’s~~annual ~~ability~~report tofor ~~continue as a going concern. The financial statements do not include any adjustments that might result from~~ the ~~outcome~~period ofMarch ~~these~~31, ~~uncertainties~~2014. InOn ~~this~~July ~~regard~~11, ~~Management~~2016, isSteele ~~planning~~Resources tofiled ~~raise~~a ~~any~~Form ~~necessary~~15-12G ~~additional~~and ~~funds~~terminated ~~through loans or additional sales of~~ its ~~common~~reporting ~~stock~~responsibility. There iswere no ~~assurance~~other ~~that~~financial ~~the~~reports ~~Company~~filed ~~will~~between beMarch ~~successful~~31, in2014 ~~raising~~and ~~additional~~July ~~capital~~11, 2016.

~~The~~On ~~Company's~~July ~~ability~~22, to2016, ~~meet~~Steele ~~its~~Resources ~~obligations~~implemented ~~and continue as~~ a ~~going~~domicile ~~concern~~change isfrom ~~dependent~~Nevada ~~upon its ability~~ to ~~obtain~~Oklahoma ~~additional~~by ~~financing,~~creating ~~achievement~~and ofmerging ~~profitable~~into ~~operations~~Steele ~~and/or~~Seafood ~~the~~Corporation ~~discovery,~~(“Steele ~~exploration~~Seafood”), ~~development~~an ~~and~~Oklahoma ~~sale of mining reserves~~corporation. The ~~Company~~domicile ~~cannot~~change ~~reasonably~~was beapproved ~~expected~~by ~~to earn revenue in~~ the ~~exploration~~Oklahoma ~~stage~~Secretary of ~~operations~~State. ~~Although~~The ~~the~~domicile ~~Company~~change ~~plans~~was toapproved ~~pursue~~by ~~additional financing, there can be no assurance that~~ the ~~Company~~Board ~~will~~of beDirectors ~~able~~and ~~to secure financing when needed or to obtain such financing on terms satisfactory to~~ the ~~Company,~~majority ifshareholders atof ~~all. Should~~Steele ~~management fail to raise sufficient financing, the Company may curtail its operations~~Resources.

FSteele Oceanic Corporation (“SOC”, formally referred to as Steele Resources Corporation) was incorporated in Oklahoma on August 26, 2016. On that same date, Steele Resources/Steele Seafood Corporation prior to the Merger Agreement as discussed in Corporate History below was re-4domiciled as an Oklahoma corporation on August 26, 2016, became the holding company of SELR PRE, Inc. on the same date and is engaged in the Procurement and Distribution of Seafood internationally.

OnSTEELE ~~July~~SEAFOOD ~~16,~~CORP. ~~2010,~~merged ~~SRC’s~~with ~~wholly~~and ~~owned~~into ~~subsidiary~~SELR ~~changed~~(the ~~its~~"Merger"), ~~name~~and ~~from~~SELR ~~Steele~~became ~~Resource,~~the ~~Inc.~~surviving corporation (hereinafter sometimes referred to ~~Steele~~as ~~Resources,~~the ~~Inc~~"Surviving Corporation"). The Merger became effective upon the date and time of filing an executed copy of this Merger Agreement with the Secretary of State of the State of Oklahoma in accordance with Section 1081(g) of the OCGL (the "Effective Time")

At the Effective ~~September~~Time, 1the separate corporate existence of STEELE SEAFOOD CORP. ceased, ~~2010~~and SELR succeeded to all of the assets and property (whether real, ~~Steele~~personal ~~Recording~~or ~~Corporation~~mixed), ~~changed~~rights, ~~its~~privileges, ~~name~~franchises, immunities and powers of STEELE SEAFOOD CORP., and SELR assumed and became subject to all of the duties, liabilities, obligations and restrictions of every kind and description of STEELE SEAFOOD CORP., including, without limitation, all outstanding indebtedness of STEELE SEAFOOD CORP.

The ~~unaudited~~Directors ~~interim consolidated financial statements~~ of ~~the~~STEELE ~~Company~~SEAFOOD ~~included herein have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q under Article 8~~CORP.03 ofimmediately ~~Regulation~~preceding ~~S-X. These statements do not include all of~~ the ~~information~~Effective ~~and~~Time ~~notes~~became to the ~~financial~~Directors ~~statements required by generally accepted accounting principles for complete financial statements. In the opinion~~ of ~~management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for~~ the ~~three~~Surviving Corporation and ~~nine~~STEELE ~~month~~OCEANIC ~~period~~at ended September 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and ~~notes~~after ~~thereto for~~ the ~~fiscal~~Effective ~~year~~Time ~~ended~~until ~~December~~their ~~31,~~successors ~~2012,~~are ~~included~~duly inelected ~~the Company’s Annual Report on Form 10-K, as filed with Securities~~ and ~~Exchange Commission~~qualified.

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~8

~~Basis~~The officers of ~~Presentation~~STEELE SEAFOOD CORP. immediately preceding the Effective Time became the officers of the Surviving Corporation and STEELE OCEANIC at and after the Effective Time, to serve at the pleasure of the Board of Directors of STEELE OCEANIC.

~~The~~Conversion ~~Company~~of ~~prepares~~Securities. At ~~its~~the ~~financial~~Effective ~~statements~~Time, inby ~~accordance~~virtue ~~with~~of ~~accounting~~the ~~principles~~Merger ~~generally~~and ~~accepted~~without inany ~~the~~action ~~United~~on ~~States~~the part of ~~America~~the ~~(“GAAP”).~~holder thereof:

~~Use~~a. each share of ~~Estimates~~STEELE SEAFOOD CORP. Stock issued and outstanding immediately prior to the Effective Time was changed and converted into and was be one fully paid and non-assessable share of STEELE OCEANIC Stock;

~~The~~b. each ~~preparation~~share of ~~financial~~STEELE ~~statements~~SEAFOOD inCORP. ~~conformity~~Stock ~~with~~held ~~GAAP~~in ~~requires management to make estimates and assumptions that affect (i)~~ the ~~reported~~treasury ~~amounts~~ of ~~assets~~STEELE ~~and~~SEAFOOD liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presentedCORP. ~~Adjustments~~ ~~made~~immediately ~~with~~prior ~~respect~~ to the ~~use~~Effective ofTime ~~estimates~~was ~~often~~cancelled ~~relate to improved information not previously available. Uncertainties with respect to such estimates~~ and ~~assumptions are inherent in the preparation of financial statements~~retired; ~~accordingly, actual results could differ from these estimates.~~

~~Management~~c. each ~~evaluates~~option, ~~these~~warrant, ~~estimates~~purchase ~~and~~right, ~~assumptions~~unit ondebenture aor ~~regular~~other ~~basis~~security of STEELE SEAFOOD CORP. ~~Actual~~ ~~results~~convertible ~~could~~into ~~differ~~shares ~~from~~of ~~those~~STEELE ~~estimates~~SEAFOOD CORP. Stock had become convertible into the same number of STEELE OCEANIC Stock as such security would have received if the security had been converted into shares of STEELE OCEANIC Stock immediately prior to the Effective Time, and STEELE OCEANIC was reserved for purposes of the exercise of such options, warrants, purchase rights, units, debentures or other securities an equal number of shares of STEELE OCEANIC Stock as STEELE SEAFOOD CORP. had reserved; and

~~Exploration~~d. each ~~Stage~~share ~~Enterprise~~of STEELE OCEANIC Stock issued and outstanding in the name of STEELE SEAFOOD CORP. immediately prior to the Effective Time was cancelled and retired and resumed the status of authorized and unissued shares of STEELE OCEANIC Stock.

~~The~~On October 1, 2016, the Company's ~~financial~~completed ~~statements~~a ~~are~~Stock ~~prepared~~Purchase ~~pursuant~~Agreement to ~~SEC~~acquire ~~guidance~~100% ~~and~~of ~~Financial~~the ~~Accounting~~equity ~~Standards~~interests ~~Board~~of ~~Accounting~~Global ~~Standards~~Seafood ~~Codification~~Incorporated (“~~ASC~~GSI”). ~~Topic~~As ~~915,~~consideration ~~Development~~for ~~Stage~~the ~~Entities~~transaction, asthe itCompany ~~devotes~~provided ~~substantially~~Global ~~all~~2.0 284,490 shares of ~~its~~Series ~~efforts~~B Convertible Preferred Stock. These Series B Preferred Shares are not subject to ~~acquiring~~the reverse stock split discussed otherwise in these footnotes and ~~exploring~~would ~~mining~~convert ~~interests~~into ~~that~~284,490 ~~will~~shares ~~eventually~~of ~~provide~~common ~~sufficient~~stock ~~net~~at ~~profits~~the discretion of Global 2.0. The ex-dividend date implementing the reverse stock split Financial Industry Regulatory Authority, Inc. (hereby and through the filing, referred to ~~sustain~~as “FINRA”) was determined as March 17, 2017 and the ~~Company’s~~Series ~~existence~~B Preferred Shares were converted to common shares.

~~F-5~~On April 17, 2017, Steele Oceanic Corporation became a reporting company under Section 12(g) of the Securities Exchange Act of 1934.

~~Mineral~~Basis ~~property~~of ~~rights~~Presentation

~~All~~The ~~direct~~accompanying ~~costs~~unaudited ~~related~~consolidated tofinancial statements have been prepared in accordance with accounting principles generally accepted in the ~~acquisition~~United States (GAAP) for interim financial information and with the instructions of ~~mineral~~the ~~property~~Securities ~~rights~~and ~~are~~Exchange ~~capitalized~~Commissions (SEC) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, ~~Exploration~~they ~~costs~~do ~~are~~not ~~charged~~include toall ~~operations~~of inthe information and disclosure required by GAAP for complete financial statements. In the ~~period~~opinion ~~incurred~~of ~~until~~management, ~~such~~the ~~time~~consolidated asfinancial itstatements ~~has~~include ~~been~~all ~~determined~~adjustments ~~that~~necessary, awhich ~~property~~are ~~has~~of ~~economically~~a ~~recoverable~~normal ~~reserves~~and recurring nature, atfor ~~which~~the ~~time~~fair ~~subsequent~~presentation ~~exploration~~of ~~costs~~the Company’s financial position and of the ~~costs~~results ~~incurred~~of tooperations ~~develop~~and acash ~~property~~flows ~~are~~for ~~capitalized~~the period presented. The ~~Company~~accompanying ~~reviews~~unaudited ~~the~~consolidated ~~carrying~~financial ~~values~~statements include the accounts of the Company and its ~~mineral~~wholly ~~property~~owned ~~rights~~subsidiary. ~~whenever~~Operating ~~events~~results orfor ~~changes~~the inthree ~~circumstances~~months ~~indicate~~ended ~~that~~January ~~their~~31, ~~carrying~~2017 ~~values~~are ~~may~~not ~~exceed~~necessarily ~~their~~indicative ~~estimated~~of ~~net~~the ~~recoverable~~results ~~amounts~~that can be expected for the year ending October 31. An ~~impairment~~The ~~loss~~unaudited isconsolidated ~~recognized~~financial ~~when~~statements ~~the~~should ~~carrying~~be ~~value~~read ofin ~~those~~conjunction ~~assets~~with isthe ~~not~~audited ~~recoverable~~consolidated financial statements and ~~exceeds~~notes ~~its~~thereto ~~fair~~included ~~value. As~~in ofthe ~~September~~Company’s ~~30,~~Annual ~~2013,~~Report ~~management~~on ~~has~~Form ~~determined~~10 ~~that~~for ~~there~~the ~~was~~year noended ~~impairment~~October ~~loss~~31, ~~required~~2016 filed with the Securities and Exchange Commission.

At such time as commercial production may commence, depletion of each mining property will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis over the expected economic life of the mine.9

~~Impairment~~Use of ~~Long-Lived~~Estimates ~~Assets~~and Assumptions

~~Long-lived~~The ~~assets,~~preparation ~~such~~of asfinancial ~~property,~~statements ~~plant,~~in ~~and~~conformity ~~equipment,~~with ~~and~~accounting ~~purchased~~principles ~~intangibles,~~generally ~~are~~accepted ~~reviewed~~in ~~for~~the ~~impairment~~United ~~whenever~~States ~~events~~(“GAAP”) orrequires ~~changes~~management into ~~circumstances~~make ~~indicate~~estimates and assumptions that affect (i) the ~~carrying~~reported ~~amount~~amounts of anassets ~~asset~~and ~~may~~liabilities, ~~not~~(ii) the bedisclosure ~~recoverable.~~of ~~Goodwill~~contingent ~~and other intangible~~ assets ~~are~~and ~~tested~~liabilities ~~for~~known ~~impairment. Recoverability of assets~~ to beexist ~~held~~as ~~and~~of ~~used~~the isdate ~~measured~~the byfinancial astatements ~~comparison~~are ofpublished, and (iii) the ~~carrying~~reported amount of annet ~~asset~~sales toand ~~estimated~~expenses ~~undiscounted~~recognized ~~future~~during ~~cash~~the ~~flows~~periods ~~expected~~presented. toAdjustments bemade ~~generated~~with byrespect ~~the~~to ~~asset. If~~ the ~~carrying~~use ~~amount~~ of anestimates ~~asset~~often ~~exceeds~~relate ~~its~~to ~~estimated~~improved ~~future~~information ~~cash~~not ~~flows,~~previously anavailable. ~~impairment~~Uncertainties ~~charge~~with isrespect ~~recognized~~to bysuch ~~the~~estimates ~~amount~~and byassumptions ~~which~~are ~~the~~inherent ~~carrying~~in ~~amount~~the preparation of ~~the~~financial ~~asset~~statements; ~~exceeds~~accordingly, ~~the~~actual ~~fair~~results ~~value~~could ofdiffer ~~the~~from ~~asset.~~these estimates.

~~Asset~~Management ~~Retirement~~evaluates ~~Obligations~~these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

~~The~~Recent ~~Company~~Accounting had no operating properties at September 30, 2013, but the Company’s mineral properties will be subject to standards for mine reclamation that are established by various governmental agencies. For these non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Costs of future expenditures for environmental remediation are not discounted to their present value. Such costs are based on management's current estimate of amounts that are expected to be incurred when the remediation work is performed within current laws and regulations. Pronouncements

ItThe isCompany’s ~~reasonably~~management ~~possible~~does ~~that~~not ~~due~~believe tothat ~~uncertainties~~any ~~associated~~recently ~~with~~issued ~~defining~~effective ~~the nature and extent of possible environmental contamination~~pronouncements, ~~application~~or ofpronouncements ~~laws~~issued ~~and~~but ~~regulations~~not byyet ~~regulatory authorities~~effective, ~~and~~if ~~changes in remediation technology~~adopted, ~~the~~would ~~ultimate~~have ~~cost~~a ofmaterial ~~remediation~~effect ~~and~~on ~~reclamation could change in~~ the ~~future. The~~accompanying ~~Company~~financial ~~continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its remediation and reclamation liability has changed~~statements.

~~F-6~~NOTE 2 – GOING CONCERN

The ~~Company~~accompanying ~~recognizes~~unaudited consolidated financial statements have been prepared assuming that the ~~fair~~Company ~~value~~will ofcontinue as a ~~liability~~going ~~for~~concern, anwhich ~~asset~~contemplates ~~retirement~~the ~~obligation~~realization inof assets and the ~~period~~liquidation of liabilities in ~~which~~the itnormal iscourse ~~incurred~~of business. As our business has grown, ifwe ahave ~~reasonable~~transitioned ~~estimate~~from ofpurchasing ~~fair~~readily ~~value~~available ~~can~~local beinventory ~~made~~to ordering Full Container Loads, (FCLs), which require a 25-30% down payment. The ~~associated~~turnaround ~~asset~~time ~~retirement~~from ~~costs~~placing ~~are~~our ~~capitalized~~order; astransportation ~~part~~by ofboat; ~~the~~clearing ~~carrying~~USDA/customs ~~amount~~and ofland ~~the~~transportation ~~associated~~is ~~long-lived~~approximately ~~assets~~70 ~~and~~days ~~depreciated~~vs. ~~over~~35 days for local trades, the ~~lives~~result of ~~the~~which ~~assets~~has onbeen a ~~units-of-production~~depletion ~~basis~~our working capital from time to time. ~~Reclamation~~As ~~costs~~we ~~are~~continue ~~accreted~~to ~~over~~execute ~~the~~our ~~life~~business ofplan ~~the~~and ~~related~~grow, ~~assets~~there ~~and~~will ~~are~~be ~~adjusted~~a ~~for~~need ~~changes~~to ~~resulting~~increase ~~from~~available ~~the~~working ~~passage~~capital. We ofhave ~~time~~been successful in raising cash through debt and ~~changes~~equity toofferings ~~either~~in the ~~timing~~past orand ~~amount~~have offinancing ~~the~~efforts ~~original~~in ~~present~~place ~~value~~to ~~estimate~~continue onto ~~the~~raise ~~underlying~~cash ~~obligation~~through debt and equity offerings. ~~There~~We ~~were~~cannot noassure ~~asset~~you ~~retirement~~that ~~obligations~~our asplans ofto ~~September~~address ~~30,~~these ~~2013~~matters asin ~~there~~the ~~are~~future ~~presently~~will nobe ~~underlying obligations~~successful.

~~Income~~Our ~~Taxes~~operating entity, GSI, was profitable during the three months ended January 31, 2017 while the parent company, SOC, which does not generate revenues, incurred losses during the same period related to the costs incurred being a reporting public company. We anticipate running a small monthly deficit each month and will need additional working capital to fund growth plans and normal operations in future periods. In the event that we are unable to obtain financing on acceptable terms, or at all, we could be required to decrease and/or cease our operations or otherwise modify our business strategy, which could materially harm our future business prospects and as a result there is substantial doubt regarding our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

~~Deferred~~NOTE ~~income~~3 ~~taxes~~– RELATED ~~are~~PARTY provided based on the provisions of ASC Topic 740, Income Taxes, to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. PARABLE

The Company ~~follows~~had aentered ~~two-step~~into ~~approach~~transactions towith ~~ultimately~~the ~~recognize~~certain ~~and~~related ~~measure~~parties, ~~uncertain~~Global ~~tax positions~~2. ~~The~~0 ~~first~~and ~~step~~Global isSeafood toHoldings, ~~evaluate~~which ~~the~~have ~~tax~~similar ~~position~~shareholders. ~~for~~As ~~recognition~~of byJanuary ~~determining~~31, if2017, the ~~weight~~Company ofmaintained ~~available~~payables ~~evidence~~in ~~indicates~~the itamount isof ~~more~~$ ~~likely than not~~72,355 ~~that~~and ~~the~~$ ~~position will be sustained on audit~~34,000 ~~including~~to ~~resolution~~Global of2.0 ~~related~~and ~~appeals~~Global orSeafood ~~litigation processes~~Holdings, ~~if any~~respectively. The ~~second~~advances ~~step~~are ispayable toon ~~measure~~demand ~~the~~and ~~tax~~carry ~~benefit~~no asinterest. ~~the~~Scott ~~largest~~Landow ~~amount,~~was ~~which~~the isChief ~~more~~Executive ~~than~~Officer ~~50% likely~~ of ~~being~~Global ~~realized upon ultimate settlement~~2. ~~The~~0 ~~Company~~and ~~considers~~Global ~~many~~Seafood ~~factors~~Holdings ~~when~~but ~~evaluating~~both ~~and~~entities ~~estimating~~were ~~the~~controlled ~~Company's~~by ~~tax~~third ~~positions~~party ~~and~~shareholders ~~tax~~of ~~benefits,~~each ~~which~~respective ~~may require periodic adjustments~~company. At ~~September~~The ~~30,~~outstanding ~~2013,~~payables ~~the~~were ~~Company~~settled ~~did~~subsequent ~~not~~to ~~record~~January ~~any~~31, ~~liabilities~~2017 ~~for~~with ~~uncertain tax positions. The~~ Company’s ~~policy~~common isstock. toSee ~~include~~Note ~~interest and penalties related to unrecognized tax benefits in income tax expense~~6.

~~Concentration~~The Chairman of ~~Credit~~the ~~Risk~~Company, Scott Landow provides office space located in San Diego, California to the Company without cost. This office space is used as the Corporate Headquarters of the Company.

~~The Company maintains its operating cash balances in banks. The Federal Depository Insurance Corporation (“FDIC”) insures accounts at each institution up to $250,000.~~ 10

~~Share-Based~~NOTE ~~Compensation~~4 – NOTES PAYABLE

~~The~~On ~~measurement~~October of14, 2016, the ~~cost~~Company ofentered ~~services~~into ~~received~~a in90 ~~exchange~~Day unsecured Debenture for $80,000 with an ~~award~~interest rate of 12% due on January 13, 2017 with an ~~equity~~unrelated ~~instrument~~party. On isJanuary ~~based~~12, on2017, the ~~grant-~~Debenture maturity date ~~fair~~was ~~value~~extended ofto April 14, 2017 and on April 12, 2017 the ~~award~~maturity date was extended again to July 14, 2017 both for no additional consideration. ~~Compensation~~Interest ~~cost~~ is ~~recognized~~payable ~~when~~on the ~~event~~14th ~~occurs~~of each month. The ~~Black-Scholes~~Company ~~option-pricing~~promises ~~model~~to isissue ~~used~~2,400 shares of its common stock to ~~estimate~~the note holder on the ~~fair~~maturity ~~value~~date. All overdue accrued and unpaid interest to be paid will incur a late fee at a rate of ~~options~~18% ~~granted~~per annum.

~~Basic~~NOTE ~~and~~5 ~~Diluted~~– SHAREHOLDERS’ ~~Net Loss Per Common Share~~EQUITY

~~Net~~Issuance ~~loss per common share was computed by dividing the net loss by the weighted average number~~ of ~~common~~Series ~~shares~~A ~~outstanding~~Preferred ~~during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.~~Stock

~~F-7~~As of December 19, 2016, Small World Traders, LLC received 1,000 shares of Series A Preferred Stock as consideration for the previous debt that was due from Steele Seafood Corporation, that was settled upon the merger occurred in August 2016. Following the reverse stock split, the holder received 2,137,573 shares of common stock and the series A Preferred stock was retired (see Note 6).

~~Diluted~~Assignment earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and ifAssumption ~~the additional shares were dilutive. The component of basic and dilutive earnings per share for the three and nine months ended September 30, 2013 and 2012 were as follows:~~Agreement

	Three Months Ended September 30, 2013	Three Months Ended September 30, 2012	Nine months Ended September 30, 2013	Nine months Ended September 30, 2012
Net Income (loss) attributable to common shareholders	$528,718	$(132,851)	$41,948	$(1,675,241)
Weighted-average number of common share outstanding during the period	98,300,841	64,797,101	86,550,968	56,854,194
Dilutive effect of warrants and convertible debt	166,500,516	-	272,852,280	-
Common Stock and common stock equivalents used for diluted earnings per share	264,801,357	64,797,101	359,403,248	56,854,194

On November 1, 2016, the Company entered into an Assignment and Assumption Agreement (the “Agreement”) with two related parties, Global 2.0 Corporation and Global Seafood Holdings Corporation. The Company agreed to settle its related party payable totaling $106,355 by issuing 106,355 shares of the Company’s common stock, which were issued on June 3, 2017 (see Note 6). The Company maintained its liability in the Related Parties Payable account as of January 31, 2017.

~~Fair~~NOTE ~~Value~~6 of- ~~Financial~~SUBSEQUENT ~~Instruments~~EVENTS

~~The~~On ~~fair~~July ~~value~~22, of2016, Steele Oceanic implemented a ~~financial~~four ~~instrument~~thousand isto ~~the~~one, ~~amount~~(4,000:1), atreverse ~~which~~stock split of its issued and outstanding common shares. The ex-dividend date implementing the ~~instrument~~reverse ~~could~~stock besplit ~~exchanged~~Financial inIndustry aRegulatory ~~current~~Authority, ~~transaction~~Inc. (hereby ~~between~~and ~~willing~~through ~~parties~~the ~~other~~filing, ~~than~~referred into aas ~~forced~~“FINRA”) ~~sale~~was ordetermined ~~liquidation~~as March 17, 2017.

~~The~~On ~~carrying~~March ~~amounts~~22, of2017, subsequent to the ~~Company’s~~reverse ~~financial~~stock ~~instruments~~split enactment, ~~including~~Small ~~cash~~World Traders LLC cancelled its Series A Preferred Stock and received 2,137,573 ~~accounts~~shares ~~payable~~of common stock and ~~accrued~~543,420 ~~liabilities~~shares of Series B Preferred Stock when filed and issuable. . Additionally, ~~accrued~~Global 2.0 converted 284,490 shares of Series B Preferred Stock into 284,490 shares of common stock and 208,626 of Series B Preferred when filed and issuable and two debt holders converted their debt in the amount of $260,000 plus unpaid interest into 526,511 shares of common stock and ~~related~~371,264 ~~party~~shares ~~payable~~of Series B Preferred Stock when filed and issuable, ~~approximate~~and ~~fair~~cancelled ~~value~~the ~~due~~debt toobligation. ~~their~~On ~~most~~May ~~maturities~~23, 2017, the Company issued an aggregate of 1,052,046 shares of Series B Preferred Stock as consideration with a remaining 71,264 shares of Series B Preferred Stock to be issued.

~~Reclassifications~~On March 29, 2017, the Company filed a new designation of rights and preferences for Series A Preferred Stock. The Series A Preferred Stock which has no conversion rights but has the right to vote on all matters presented to be voted by the holders of Common Stock at a ratio of 10,000 for each common share voted. 100,000 shares of Series A Preferred Stock were reserved but none have been issued.

~~Certain~~On ~~prior~~March ~~year~~29, ~~amounts~~2017, ~~have~~the ~~been~~Company ~~reclassified~~filed toa ~~conform~~new todesignation ~~the~~of ~~current~~rights ~~period~~and ~~presentation~~preferences for ~~comparative~~Series ~~purposes~~B Preferred Stock. The Series B Preferred Stock has voting rights of one vote preferred share on all matters presented to be voted by the

~~F-8~~11

~~Recent~~holders ~~Accounting~~of ~~Pronouncements~~Common Stock and conversion rights of ten shares of common stock for each share of Series B Preferred Stock. 3,000,000 shares of Series B Preferred Stock were reserved and 1,052,046 shares have been issued..

InOn ~~July~~May ~~2012~~23, 2017, the ~~Financial~~Company ~~Accounting Standards Board (“FASB”)~~ issued ~~Accounting~~an ~~Standards~~aggregate ~~Update~~of ~~No. 2012-2 (ASU 2012-2)~~266,000 ~~Intangibles~~shares ~~- Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment. The update is intended to reduce the cost and complexity~~ of ~~performing~~common anstock ~~impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment. The update is also intended~~ to ~~improve~~two ~~the~~third ~~consistency~~parties in ~~impairment~~return ~~testing~~for ~~guidance~~services, ~~among~~which ~~long-lived~~were ~~asset~~vested ~~categories~~immediately. ~~Previous~~In ~~guidance~~addition, ~~required~~ an ~~entity~~aggregate ~~to test indefinite-lived intangible assets for impairment by comparing the fair value~~ of ~~the asset with its carrying amount at least on an annual basis. If the carrying amount exceeded its fair value~~250,000 anshares ~~entity needed to recognize an impairment loss in the amount~~ of ~~the~~common ~~excess.~~stock ~~The~~were ~~amendment~~issued to ~~this~~consultants ~~update~~for ~~allows~~services, ansuch ~~entity~~shares to ~~first~~vest ~~assess~~in ~~the~~increments ~~qualitative~~commencing ~~factors~~in to2018 determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. This assessment will determine whether it is necessary to perform quantitative impairment tests. The amendments are effective for annual and ~~interim~~fully ~~impairment~~vested ~~tests~~in ~~performed~~January ~~for fiscal years beginning after September 15, 2012 with early adoption permitted for impairment tests performed as of July 27, 2012~~2019. ~~The Company believes the adoption of ASU 2012-2 did not have a material impact on the financial statements.~~

InOn ~~December~~May ~~2011~~23, 2017, the ~~FASB~~Company ~~issued~~granted ~~Accounting~~restricted ~~Standards~~stock ~~Update~~awards ~~No.~~to ~~2011-11~~four ~~(ASU~~officers ~~2011-11),~~under ~~Disclosures~~the ~~about~~2017 ~~Offsetting~~Omnibus ~~Assets~~Equity ~~and~~Compensation ~~Liabilities~~Plan, ~~where~~ ~~entities~~in ~~are~~an ~~required~~aggregate tototal ~~disclose~~of ~~both~~5,360,000 ~~gross~~shares ~~information~~of ~~and~~common ~~net~~stock, ~~information~~360,000 ~~about~~vesting ~~both~~in ~~instruments~~increments and ~~transactions~~fully ~~eligible~~vested ~~for offset~~ in ~~the~~January ~~statement~~2019 ofand ~~financial~~5,000,000 ~~position~~vesting ~~and~~in ~~instruments~~increments and ~~transactions~~fully ~~subject~~vested toin anJanuary ~~agreement~~2020, ~~similar~~pursuant to athe ~~master~~Steele ~~netting~~Oceanic ~~arrangement.~~Corporation ~~ASU~~2017 ~~2011-11~~Omnibus isEquity ~~effective~~Compensation ~~for~~Plan. ~~the~~The Company onwill ~~July~~increase 1,the ~~2013.~~number ~~The~~of ~~Company~~shares ~~believes~~reserved in the ~~adoption~~2017 ofOmnibus ~~ASU~~Equity ~~2011-11~~Compensation ~~will~~Plan ~~not~~to ~~have~~accommodate athe ~~material~~vested ~~impact~~shares onprior ~~its~~to ~~financial statements~~vesting.

~~NOTE~~On June 3, -2017, ~~MINING~~the ~~PROJECTS~~Company, pursuant to an Assignment and Assumption Agreement, issued an aggregation of 106,355 shares of common stock to two related parties, Global 2.0 Corporation a Delaware corporation (“2.0”) and Global Seafood Holdings Corporation, a Delaware corporation to settle its payable to them in total of $106,355.

~~Copper~~ITEM ~~Canyon~~2 ~~Exploration~~- ~~Project~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OnManagement’s ~~June~~Discussion ~~21,~~and ~~2011~~Analysis ~~SRI~~contains ~~entered~~various ~~into~~“forward alooking ~~Mineral~~statements” ~~Lease~~within ~~Agreement~~the ~~with~~meaning ~~Option~~of toSection ~~Purchase~~21E (of the ~~"Copper~~Securities ~~Lease")~~Exchange ~~with~~Act ~~from~~of 1934, as amended, regarding future events or the ~~Salmon~~future ~~Canyon~~financial ~~Copper~~performance of the Company ~~near~~that ~~Salmon~~involve risks and uncertainties. Certain statements included in this Form 10-Q, IDincluding, without limitation, statements related to ~~acquire~~anticipated ~~rights~~cash flow sources and uses, and words including but not limited to 10“anticipates”, ~~unpatented~~“believes”, ~~mining~~“plans”, ~~claims~~“expects”, ~~known~~“future” asand similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the ~~Salmon~~Company’s ~~Canyon~~business, ~~Exploration~~including ~~project~~but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel, any changes in current accounting rules, and future regulatory or legislative actions (“including additional taxes, changes in environmental regulation, and disclosure requirements under the ~~Copper~~Dodd-Frank ~~Canyon~~Wall ~~Project”~~Street Reform, Consumer Protection Act and the Jumpstart our Business Startups Act of 2012), all of which ismay abe ~~historic~~beyond ~~copper/cobalt~~the ~~mine~~control of the Company. The ~~Project~~Company ~~currently~~adopted ~~contains~~at ~~one~~management’s ~~existing~~discretion, ~~mine~~the ~~portal~~most ~~and~~conservative ~~extensive~~recognition ~~historic~~of ~~development~~revenue based on the most astringent guidelines of the SEC in terms of recognition of revenue. ~~The~~Management ~~Salmon~~will ~~Canyon~~elect ~~Project~~additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is ~~located~~replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in ~~the~~these ~~Mineral~~forward-looking ~~Hill~~statements ~~Mining~~as ~~District~~a ~~near~~result ~~Salmon~~of certain factors, ~~Idaho~~including those set forth therein. OnForward-looking ~~June~~statements 6involve risks, ~~2012~~uncertainties and other factors, ~~SRI~~which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and ~~the~~risks ~~Salmon~~that ~~Copper~~could ~~Company~~affect ~~mutually~~our ~~agreed~~results and achievements and cause them to ~~terminate~~materially differ from those contained in the ~~Mineral~~forward-looking ~~Lease~~statements ~~Agreement~~include ~~with~~those identified in the ~~Option~~section totitled ~~Purchase~~“Risk Factors” in the ~~Copper~~Company’s ~~Canyon~~Registration ~~Project~~Statement on Form 10, as amended, for the year ended October 31, 2016, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future. ~~With~~In addition, the ~~termination,~~foregoing ~~all~~factors ~~right~~may affect generally our business, ~~title~~results of operations and ~~interest~~financial position. Forward-looking statements speak only as of ~~SRI~~the date the statement was ~~terminated~~made. ~~and~~We ~~SRI~~do ~~was~~not ~~removed~~undertake ~~from~~and ~~all~~specifically ~~obligations~~decline ~~set~~any ~~forth~~obligation into ~~the~~update ~~Agreement~~any forward-looking statements.

~~Billali~~Our ~~Gold~~financial ~~Mine~~statements have been prepared in accordance with United States generally accepted accounting principles.

OnOur April 20, 2012, SRI entered into a definitive Purchase Agreement (the “Purchase Agreement”) for the acquisition of the Billali Gold and Silver Mine (The “Billali Mine”) from the Billali Gold Mine, LLC (“Seller”) and an advanced stage epithermal silver-gold quartz vein deposit in the Steeple Rock Mining District of New Mexico. The Purchase Agreement provided for payments to be made over period of two years with transfer of ownership being completed Business

~~F-9~~We were established to develop and build a vertically integrated holding company in the international seafood industry. The Company was formed as a result of a Reorganization, as more fully disclosed below under “Reorganization.”

~~when~~Results ~~SRI has satisfied its financial obligations under the Purchase Agreement. The purchase price for the Billali consists~~ of the issuance of two million shares of common stock of SRC; and initial payment of $100,000; and additional payment of $500,000 within 45 days of the Purchase Agreement being signed; and SRI delivering 600 American Eagle One Ounce Gold Coins on the 12th, 18th and 24th month anniversary of the Purchase Agreement signing, to be delivered to the Seller. Upon satisfaction of these terms, the Seller will complete the transfer of full right and title of ownership of the Billali Mine to SRI. The Addition, Seller will be entitled to received a 5% Net Smelter Return on any and all future mining activity at the Billali Mine following the transfer of ownership to SRI. The initial deposit of $100,000 and the issuance of 2,000,000 shares of common stock were competed on April 20, 2012. Operation

On June 28, 2012, the Company and Little Gem Life Sciences Capital Management LLC, a Delaware limited liability company (“Little Gem”), entered into a definitive Agreement (the “Agreement”) for the transfer of all rights, title and interest existing under the existing Purchase Agreement, dated April 20, 2012 (the “Purchase Agreement”), entered into between Billali Mine LLC as seller and Steele Resources Inc. as purchaser. Under the terms of the Agreement, Little Gem assumed all obligations of SRI under the Purchase Agreement including agreeing to pay to Billali Gold Mine LLC, the seller under the Purchase Agreement, the second installment of $500,000 which was paid on July 3, 2012; and, Little Gem agreed to provide additional capital, ion such amount sand upon such terms as Little Gem may in its sole discretion determine, for the development of the Billali Mine. SRC will retain a 20% economic interest in the Billali Mine with distributions to occur over time in a manner, and with such reserves, as Little Gem in its sole discretion may determine suitable, appropriate and fair according to circumstances then prevailing. SRC’s economic interest will be burdened whereby SRC will be assess its’ pro rata share of mining development costs and expenses over time. 12

OnThe ~~November 30, 2012, SRC and Benison (Little Gem) entered into Contribution and Assignment Agreements between the~~ Company, ~~Benison~~reports ~~and~~consolidated ~~Shooting~~financials ~~Star~~which ~~Mining~~are ~~Company~~a ~~LLC~~combination ~~(“Shooting~~of ~~Star”) whereby~~ the ~~Mining~~Operating ~~Rights~~Results in Billali granted to SRI under the Purchase Agreement, along with all other rights, titles, interests and privileges in and to Billali Mine, were acquired by Shooting Star. In exchange for the Contribution and Assignment Agreements, SRC and Benison received membership interests in Shooting Star equal to 20% and 30% ownership respectively. Shooting Star agreed to assume and perform the obligations of ~~SRI under the Purchase Agreement~~GSI, ~~including but not limited to:~~ (~~i) development of~~ the ~~Billali~~wholly ~~Mine;~~owned ~~(ii)~~operating ~~payment to Billali Mine LLC of a $150,000 extension fee with respect to the timing of payment of seller financing consisting of the delivery of 1,800 American Eagle gold coins; and (iii~~subsidiary) ~~payment,~~ ~~procurement~~ and ~~delivery of 1~~SOC,~~800~~ ~~American Eagle gold coins in accordance with~~ (the ~~Purchase~~holding ~~Agreement as modified and revised between Shooting Star and Billali Mine LLC~~company). ~~Upon~~A ~~payment~~breakdown of these ~~financial~~results ~~obligations under the Purchase Agreement, as modified, Shooting Star will fully acquire the patent to Billali Mine including the Mine, and related Mining Rights.~~are: On July 1, 2013 we transferred 50% of our interest in Shooting Star, LLC for $483,484 in exchange for debt reduction. We do not have significant influence over Shooting Star, and our interest in Shooting Star is presented at its carrying cost of $0.00.

~~F-10~~For the three months ended January 31, 2017, GSI, generated $ 1,240,941 in sales against costs of $ 1,111,870

~~NOTE~~Our 4general -and ~~NOTES~~administrative ~~PAYABLE~~expenses for the quarter ended January 31, 2017 was $80,383.

~~The~~Our ~~Company~~net ~~had~~operating ~~the~~profit/loss ~~following~~for ~~notes~~that ~~payable~~period ~~outstanding~~was ~~as of September 30~~$46, ~~2013and December 31, 2012:~~294.

	September 30, 2013		December 31, 2012
McClelland Family Trust (N-1)	$	45,000	$	45,000
Dated - January, 2011 (Related Party)
Lease Purchase Agreement - A & P Lease (N-2)		50,000		50,000
Dated - May, 2011
D & D McClelland Note (N-3)		63,000		63,000
Dated - January 19, 2012 (Related Party)
Lease Purchase Agreement - A & P Lease (N-4)		50,000		50,000
Dated - April, 2011
Benison Note 9 (N-5)		-		61,750
Dated - March 20, 2012 (Related Party)
Benison Note 10 (N-6)		-		100,000
Dated - April 19, 2012 (Related Party)
Benison Master Secured Note (N-7)		-		37,012
Dated - September 28, 2012 (Related Party)
Related Party (N-8)		2,300		2,300
Dated - January 27, 2012 (Related Party)
Mike Myrick (N-9)		4,000		4,000
Dated - March 23, 2012
NPI Notes Payable (N-10)		200,000		200,000
Dated August 1, 2011 ($125,000 is Related Party)
S Norderhaug Note (N-11)		50,000		50,000
Dated - June 24, 2010 (Related Party)
Advances from shareholder (N-12)		-		103,649
Dated August 1, 2011
Small World Traders Secured Note (N-13)
Dated - April 8, 2013 (Related Party)		112,409		-
Total Notes payable	$	576,709	$	766,711
Less: discount applicable		-		-
Less: current portion of long-term debt		576,709		766,711
Long-term debt	$	-	$	-

For the three months ended January 31, 2017, SOC, generated general and administrative expenses for the quarter ended January 31, 2017 was $59,464.

~~F-11~~The Company reports Consolidated financials for the three months ended January 31, 2017, of $ 1,240,941 in sales against costs of $ 1,111,870.

~~N-1 McClelland~~Our ~~Family~~general ~~Trust:~~and Inadministrative ~~January,~~expenses ~~2011,~~for the ~~Company~~quarter ~~issued~~ended ~~four~~January ~~promissory notes payable to two related party individuals for a total of $45~~31,~~000.~~ ~~The~~2017 ~~notes~~was ~~bear simple interest at an annual rate of 8% per annum and were due May 15, 2011. In conjunction with the Notes, 150,000 shares of Common Stock were issued to the lenders. These shares were valued at~~ $15139,~~050 and recorded as a note discount~~847. ~~This~~ ~~note is in default.~~

~~N-2~~Our Anet &operating Ploss ~~Lease Agreement: In May, 2011, the Company issued a note payable~~ for ~~$50,000~~that toperiod ~~one of the individuals from which we have the lease purchase agreement for as the A&P Lease, covering the balance of the initial lease payment due. The note bears 12% interest rate and~~ was ~~due May 31~~$13, ~~2011~~170. ~~The Company is working with the note holders to extend the terms of the repayment until SRC secures adequate working capital. This note is in default.~~

~~N-3 D~~Three &months DEnded ~~McClelland Note: In~~ January ~~2012~~31, ~~the~~2017 ~~Company~~Compared ~~issued a promissory note~~ to aOne ~~related~~Month ~~party~~Ended ~~and~~October ~~a relative to a related party for a total of $63~~31,~~000.~~ The note bears simple interest at an annual rate of 20% per annum and is due July 27, 2012. In conjunction with the Note, 50,000 shares of common stock were issued to the lender. These shares were valued at $5,500 and recorded as a note discount. The lender has the option, at maturity, to convert the note and accrued interest into common at a price of $0.10 per share. This note is in default. 2016

~~N-4~~Comparisons Ato ~~& P Lease Note Payable: In March, 2012,~~ the ~~Company~~prior ~~issued~~Quarter areflect ~~note~~3 ~~payable~~months ~~for $50,000 to one~~ of ~~the~~operations ~~individuals~~thru ~~from~~January ~~which we have the lease purchase agreement for as the A&P Lease~~31, ~~covering~~2017 ~~the~~and ~~balance~~1 month of ~~the~~operations ~~2012~~thru ~~annual~~October ~~lease payment due. The note bears 12% interest rate and was due April 16~~31, ~~2012~~2016. ~~This note is in default.~~

~~N-5~~For ~~Benison Note 9: In March, 2012,~~ the ~~Company~~three ~~issued~~months aended ~~note~~January ~~payable~~31, ~~for $61~~2017,~~750~~ toand ~~one~~October ~~individual.~~31, ~~The note was due on June 30~~2016, ~~2012.~~we ~~The~~generated ~~note holder has informed the Company that an interest penalty of~~ $101,~~000~~240,941 ~~per~~revenue, ($413,647/month) ~~will~~and ~~accrue~~$548,087. [Note; ~~until~~there ~~the~~was ~~note~~a isdock ~~paid~~strike in ~~full. Warrants~~Chile tofor ~~issue~~several ~~617,500~~weeks ~~shares~~in atNovember ~~$0.20~~2016 ~~per~~and ~~share~~December ~~subject to adjustment~~2016, ~~were~~that ~~issued~~delayed inshipments ~~connection~~into ~~with~~late ~~the~~December ~~note. This~~2016 ~~note~~and isJanuary ~~in default~~2017]. On ~~July~~Revenues 1,generated ~~2013~~per ~~Benison~~month ~~agreed~~for toNovember, ~~exchange~~December ~~the~~and ~~balance~~January ofwere ~~this~~$198,944, ~~note of~~ $61288,~~700~~202 and ~~accrued interest of~~ $~~155~~753,~~744 for a portion of our interest in Shooting Star LLC~~795.

~~N-6~~Our ~~Benison~~total ~~Note~~operating ~~10: In~~expenses ~~April~~were $139,847, ~~2012~~($46,616/mo.) ~~the~~and ~~Company issued a note payable for~~ $~~100~~40,~~000~~631 tofor ~~one~~the ~~individual.~~three ~~The~~months ~~note~~ended ~~was~~January ~~due~~31, on2017 ~~June~~and 192016, ~~2012~~respectively. The ~~note~~increase ~~bears~~was ~~interest~~primarily ofa ~~20%~~result ~~and~~of ~~interest~~increased ~~will~~Strategic ~~continue~~Consulting toand ~~accrue~~Professional ~~until~~fees ~~such~~incurred ~~time~~ as ~~the~~we ~~Company~~integrated ~~has~~and ~~funds~~audited ~~to repay~~ the ~~note. This~~financial ~~note~~records isof ~~in default. On July 1, 2013 Benison agreed to exchange~~ the ~~balance~~acquisition of ~~this note of $100,000 and accrued interest of $23,945 for a portion of our interest in Shooting Star, LLC~~GSI.

~~N-7~~We ~~Benson~~incurred ~~Master~~losses ~~Secured~~of ~~Notes: In July, 2012, the Company issued a master note for up to~~ $~~50,000 to one individual. The note is due on July~~ 13, ~~2013. The note bears interest at 5%. The first draw was recorded on September 28~~170, ~~2012 for~~ ($374,~~012. This~~390/month) ~~note~~and ~~is secured by the Company’s interest in Shooting Star. This note is in default. On July 1~~$4,338 ~~2013~~for ~~Benison agreed to exchange~~ the ~~balance~~three ofmonths ~~this~~ended ~~note~~January ~~of $37~~31,~~012~~ 2017 and ~~accrued interest of $1~~2016,~~384~~ ~~for a portion of our interest in Shooting Star, LLC~~respectively.

~~F-12~~Current Assets

~~N-8~~Our ~~Related~~consolidated ~~Party~~current ~~Notes: In~~assets ~~September,~~equal ~~2011~~$576,686 for the ~~Company~~three ~~borrowed~~months ~~$1,300~~ended ~~and~~January $131,~~500~~ ~~from~~2017. ~~two~~These ~~individuals. The~~include ~~Notes~~accounts ~~bear~~receivables noof ~~interest~~$408,501, inventories of $128,595, prepaid expenses and ~~are~~other ~~due~~current ~~upon~~assets ~~demand~~of $39,590.

~~N-9~~Liabilities ~~Mike Myrick: In March, 2012, the Company issued a note payable for $4,000 to one individual. The note bears interest at 20% per annum and was due May 31, 2012. This note is in default.~~

N-Our 10consolidated ~~NPI~~current ~~Notes: In~~liabilities ~~August,~~equal ~~2011~~$493,296 for the ~~Company~~three ~~secured~~months aended ~~total~~January ~~of $200~~31,~~000~~ ~~in project financing from one individual and one related party~~2017. ~~The~~These ~~principal~~include ~~and~~accounts ~~interest~~payable of, ~~up to~~$306, ~~100% of the principal~~765, ~~was~~related toparties’ bepayable ~~repaid from the processing~~ of ~~stockpiled ore at the Mineral Hill Gold Mine project~~$106, ~~subject to the net profit (the "NPI") from the processed stockpile being adequate. In December~~355, ~~2011,~~loan wepayable did not make payments in accordance with the contract and we informed note holders that the NPI from the proceeds from the processed stockpile would not be sufficient to pay the principal and interest and that the Company would seek to repay them out of future mining operations at the Mineral Hill Gold Mine project. Some note holders requested indemnity for our defaulting on the terms of the notes. One of the note holders (a relative of an officer and director) requested to be repaid $2580,000, ~~in principal~~ and ~~requested~~other ~~500,000~~current ~~shares~~liabilities of ~~common stock, valued at~~ $~~70,000, in lieu of future interest~~176. ~~The repayment and the shares issued were completed in December, 2011. At September 30, 2013, $125,000 of these notes payable were held by related parties. This note is in default.~~

~~N-11~~Liquidity Sand ~~Norderhaug~~Capital ~~Note: In~~Resources ~~June, 2010, the Company issued a note for $50,000 to one individual with an interest rate of 5%. The note was due December 21, 2011. This note is in default.~~

~~N-12~~Our ~~Advances~~cash ~~from~~and ~~Shareholders: During~~cash ~~May~~equivalents toas ~~June,~~of ~~2012~~January 31, ~~the~~2017 ~~Company~~was ~~received~~$0 ~~advances~~compared ofto $~~103~~164,~~649~~593 as of October 31, 2016. ~~This~~Our ~~advance~~total ~~does~~liabilities ~~not~~and ~~have~~stockholders’ ~~any~~equity ~~terms~~as toof ~~for~~January ~~repayment. On~~31, ~~July~~2017 1was $606,258 ~~2013~~as ~~the~~compared ~~shareholder~~to ~~agreed~~$827,895 toas ~~exchange~~of ~~the~~October ~~balance~~31, of2016. This ~~this~~reflected ~~advance~~the oflimited ~~$103,649~~historic ~~for~~revenue stream as a ~~portion~~consequence of ~~our~~the ~~interest~~short inreporting ~~Shooting~~period ~~Star,~~since ~~LLC~~acquiring Global Seafood International.

N-13 Small World Traders Secured Note: On April 8, 2013, the Company issued a revolving line of credit for $200,000 with Small World Traders Secured Note with an interest rate of 8%. This note is secured by the following assets of the Company and a UCC1 was filed for all the Intellectual Property, Current or Previously Filed, Tradmarks, Formulations, Research and Development Equipment, Manufacturing Equipment, Office Equipment, and all interests in Shooting Star Mining Company LLC. The note is due December 31, 2013. Small World Traders paid $112,409 of expenses on behalf of the Company.

~~F-13~~Historically, we have funded our operations through financing activities consisting primarily of private placements of debt and equity securities with existing shareholders and outside investors. Our principal use of funds has been for sales, marketing and for general corporate expenses.

~~NOTE~~It 5is -probable ~~CONVERTIBLE~~the ~~PAYABLES~~Company will require additional capital in order to operate its business and there are no assurances the Company will be able to raise that capital in the future.

~~The~~Off-balance ~~Company~~sheet ~~had the following notes payable outstanding as of September 30, 2013 and December 31, 2012:~~arrangements

	September 30, 2013		December 31, 2012
Asher Enterprises T8 (C-1)	$	5,073	$	29,000
Dated - January 30, 2012
Benison Note 7 (C-2)		250,000		250,000
Dated - December 28, 2011 (Related Party)
Benison Note 8 (C-3)		54,000		54,000
Dated - January 27, 2012 (Related Party)
Mike Myrick (C-4)		15,000		15,000
Dated - May 13, 2011
Benison IRA (C-5)		10,000		10,000
Dated - November 7, 2012 (Related Party)
Coventry Note (C6)		-		1,250
Dated - July, 2011
Total Notes payable	$	334,073	$	359,250
Less: discount applicable to NPI notes payable		-		-
Less: current portion of long-term debt		(334,073)		(359,250)
Long-term debt	$	-	$	-

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

~~C-1~~Additional Asher Enterprises Note T8: In January 2012, the Company issued a convertible note for $53,000 to one entity. The note bears interest at 8% per annum and is due November 1, 2012. The Company converted $47,927 on this note with a balance of $5,073. The conversion price is 50% of the average of the lowest three closing bid prices in the 10 trading days ending one day before notice of conversion is given. The sale was made to one entity in a private, negotiated transaction without any public solicitation. This note is in default. Information

~~C-2~~Steele ~~Benison~~files ~~Note~~reports 7:and Inother ~~December,~~materials ~~2011,~~with athe ~~convertible~~Securities ~~note~~and ~~for~~Exchange ~~$250,000~~Commission. These ~~was~~documents ~~issued~~may tobe aninspected ~~individual~~and ~~with~~copied anat ~~interest~~the ~~rate~~Securities ofand ~~20%~~Exchange ~~that~~Commission, ~~was~~Judiciary ~~due June~~Plaza, ~~29,~~100 ~~2012.~~F ~~The note~~Street, ~~plus accrued interest~~N.E., isRoom ~~convertible into common stock~~1580, ~~at the note holder's discretion~~Washington, atD.C. $020549.10 You ~~per~~can ~~share~~obtain toinformation beon ~~adjusted~~the ~~downward~~operation inof the ~~case~~Public ofReference ~~new~~Room ~~issuances~~by ~~which~~calling itthe ~~can~~Commission ~~convert~~ at $1-800-SEC-0330.~~0008~~ You ascan ~~of September 30, 2013. The note holder will~~ also ~~receive~~get ~~one~~copies ~~warrant for each share~~ of ~~common~~documents ~~stock~~that ~~issued~~the ~~upon~~Company ~~conversion.~~files ~~The~~with ~~warrants~~the ~~can~~Commission bethrough ~~converted~~the ~~into~~Commission’s ~~common~~Internet ~~stock~~site at $0www.~~20 per share and are valid for two years from issuance~~sec. ~~The maturity date has been extended to December 31, 2013~~gov.

FITEM 4 -14 CONTROLS AND PROCEDURES

~~C-3 Benison Note 8: In January 2012, the Company issued~~ (a) ~~convertible~~Evaluation ~~note~~of ~~for~~Disclosure ~~$54,000~~Controls ~~to one individual. The note bears interest at 8% per annum~~ and was due October 29, 2012. The conversion price is $0.0008. The sale was made to an individual in a private, negotiated transaction without any public solicitation. The maturity date has been extended to December 31, 2013. Procedures

~~C-4~~We ~~Mike~~maintain ~~Myrick~~disclosure ~~Notes: In~~controls ~~May~~ and ~~June~~procedures ~~2011~~that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the ~~Company~~time ~~issued~~periods ~~convertible~~specified ~~notes~~in ~~for~~the aSecurities ~~total~~and ofExchange ~~$15~~Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer,~~000~~ as appropriate, to allow for timely decisions regarding required disclosure. ~~The~~In ~~notes~~designing ~~bear~~and ~~interest~~evaluating atthe ~~20%~~disclosure ~~per~~controls ~~annum~~and procedures, management recognizes that any controls and ~~are~~procedures, ~~due~~no ~~June~~matter 13how well designed and ~~July~~operated, 30can provide only reasonable assurance of achieving the desired control objectives, ~~2011~~and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. ~~The~~Our ~~conversion~~disclosure ~~price~~controls isand $0procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15.(b), ~~The~~our ~~note~~Chief ~~holder~~Executive ~~has~~Officer ~~extended~~and Chief Financial Officer carried out an evaluation of the ~~due~~effectiveness ~~date~~of ~~for~~the design and operation of our disclosure controls and procedures as of the ~~notes~~end ~~until~~of the ~~Company~~period ~~secures~~covered ~~adequate~~by ~~financing~~this report. ~~This~~ ~~note~~Based ison inthe ~~default~~foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the three months ended January 31, 2017 mainly due to lack of segregation of duties.

~~C-5~~Management ~~Benison: In~~has ~~November~~identified 7,control ~~2012,~~deficiencies regarding the ~~Company~~lack ~~issued~~of ~~convertible~~segregation ~~notes~~of ~~for~~duties aand ~~total~~the ~~$10,000.~~need ~~The~~for ~~note~~a ~~bears~~stronger ~~interest~~internal atcontrol 5%environment. ~~per~~Our ~~annum~~management ~~and~~believes ~~due~~that ~~November~~these 7,material ~~2013.~~weaknesses ~~The~~are ~~conversion~~due ~~price is $0.002~~ to ~~be adjusted downward in~~ the ~~case~~small size of ~~new~~our ~~issuances~~accounting ~~which~~staff. itThe ~~can~~small ~~convert~~size ~~at $.0008 as~~ of ~~September~~our ~~30,~~accounting ~~2013.~~staff ~~The~~may ~~note~~prevent ~~holder~~adequate ~~has~~controls ain ~~right~~the tofuture, ~~convert~~such ~~the~~as ~~note~~segregation atof ~~the~~duties, ~~maturity~~due ~~date~~to of the ~~note. The~~high ~~maturity~~cost ~~date~~ of ~~this~~such ~~note~~remediation ~~has~~relative ~~been~~the ~~extended~~benefit expected to ~~December~~be ~~31,~~derived ~~2013~~thereby.

~~C-6~~We ~~Coventry: In~~plan ~~July 2011, the Company issued a convertible note for $25,000~~ to ~~one~~resolve ~~entity. The note bears interest at 12% per annum and is due July 14, 2012. The conversion price shall be~~ the ~~lower~~segregation of ~~$0.05~~duties orissue ~~65%~~by ofnaming ~~the~~a ~~average~~CFO ofor ~~the~~new ~~lowest~~company ~~three~~officer ~~closing~~that ~~bid~~will ~~prices~~resolve inany ~~the~~issues 15surrounding ~~trading~~segregation ~~days ending one day before notice~~ of ~~conversion is given~~duties. The note, plus accrued interest, was partially repaid in October, 2011 with the balance converted in 2013. The sale was made to one entity in a private, negotiated transaction without any public solicitation.

AsIn ofthe ~~May~~interim 9period, ~~2013~~to ~~Asher~~mitigate ~~Enterprises~~the current limited resources and ~~Jeff~~limited ~~Benison~~employees, ~~have~~we ~~called~~rely ~~their~~heavily ~~notes~~on ~~for~~direct ~~certain~~management ~~provision~~oversight orof ~~action~~transactions, byalong with the ~~Company~~use ~~such~~of asexternal legal and accounting professionals. As we grow, we expect to create a ~~change~~new infinance ~~control~~and ofaccounting ~~the~~position ~~Company~~that orwill ~~late~~allow ~~filing~~for proper segregation of ~~SEC~~duties ~~required~~consistent ~~filings~~with control objectives, and will increase our personnel resources and technical accounting expertise within the accounting function. ~~The~~As ~~note~~our ~~was~~financing ~~called~~staff grows we will prepare and implement appropriate written policies and checklists which set forth procedures for accounting and financial reporting with respect to the ~~Company’s~~duties ~~failure~~within the internal control framework. These current control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to ~~file~~our consolidated financial statements may not be prevented or detected on a timely ~~SEC~~basis. ~~filings~~Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

~~Fair Value Measurements~~14

~~Assets~~It should be noted that any system of controls, however well designed and ~~liabilities~~operated, ~~recorded~~can atprovide ~~fair~~only ~~value~~reasonable inand not absolute assurance that the ~~consolidated~~objectives ~~balance~~of ~~sheet~~the system are ~~categorized~~met. ~~based~~In ~~upon~~addition, the ~~level~~design of ~~judgment~~any ~~associated~~control ~~with~~system ~~the~~is ~~inputs~~based ~~used~~in topart ~~measure~~upon certain assumptions about the ~~fair~~likelihood ~~value~~of certain events. ~~Level~~Because ~~inputs~~of these and other inherent limitations of control systems, asthere ~~defined~~can bybe ~~ASC~~no ~~820-10~~assurance that any design will succeed in achieving its stated goals under all potential future conditions, ~~are~~regardless asof ~~follows:~~how remote.

~~Level~~(b) 1Changes ~~- quoted~~ in ~~active~~Internal ~~markets~~Control ~~for~~Over ~~identical~~Financial ~~assets or liabilities.~~Reporting

~~Level~~During 2the -three ~~other~~months ~~significant~~ended ~~observable~~January ~~inputs~~31, ~~for~~2017, ~~the~~there ~~assets~~were no changes in our internal control over financial reporting that have materially affected, or ~~liabilities~~are ~~through~~reasonably ~~cooboration~~likely ~~with~~to ~~market~~materially ~~data~~affect, atour ~~the~~internal ~~measurement~~control ~~date~~over financial reporting.

~~Level~~PART 3II - ~~significant~~OTHER ~~unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.~~INFORMATION

FITEM 1A -15 RISK FACTORS

~~The~~Not ~~following~~required ~~table~~under ~~summarizes~~Regulation ~~fair~~S-K ~~value measurements by level at September 30, 2013 and December 31, 2012~~ for ~~assets~~“smaller ~~and~~reporting ~~liabilities measured at fair value on a recurring basis:~~companies.”

at September 30, 2013
	Level 1	Level 2	Level 3	Total
Derivative liability
Conversion features			($240,573)	($240,573)
Warrants liability			(371)	(371)
Total Derivative liability			(240,944)	(240,944)
at December 31, 2012
	Level 1	Level 2	Level 3	Total
Derivative liability
Conversion features			($92,000)	($92,000)
Warrants liability			(1,235)	(1,235)
Total Derivative liability			(93,235)	(93,235)

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

~~Derivative~~As ~~liability~~of ~~for~~December ~~conversion~~19, ~~features~~2016, ~~for~~Small ~~the~~World ~~year~~Traders, ~~ended~~LLC ~~September~~received 301,000 ~~2013~~shares ~~were~~of ~~valued~~Series ~~using~~A Preferred Stock as consideration for the ~~Black-Scholes~~previous ~~Option~~debt ~~pricing~~that ~~model~~was ~~with~~due ~~the~~from ~~following~~Steele ~~assumptions:~~Seafood ~~expected~~Corporation, ~~life~~that ofwas 0settled upon the merger occurred in August 2016.1 toFollowing 1the ~~year,~~reverse ~~risk~~stock ~~free~~split, ~~interest~~subsequent ~~rate~~to ofthe 1%quarter end, ~~dividend~~the ~~yield~~holder ofreceived 02,137,573 shares of common stock and ~~expected~~the ~~volatility~~series ofA 0Preferred stock was retired (see Note 6; Notes to Financial Statements).~~1%.~~

~~The~~ITEM ~~following~~3 is- aDEFAULTS ~~reconciliation~~UPON ofSENIOR ~~the derivatives liability~~SECURITIES

Value at May 27, 2010 (Inception)	$	0
Issuance of instruments		52,250
Relief from liability		0
Value at December 31, 2010	$	52,250
Issuance of instruments		360,916
Relief from liability		285,163
Value at December 31, 2011	$	128,000
Issuance of instruments		187,000
Relief from liability		24,000
Change of value		(197,765)
Value at December 31, 2012	$	93,235
Change of value		172,309
Relief from Liability		(24,600)
Value at September 30, 2013	$	240,944

None.

~~For~~ITEM ~~certain of the Company’s financial instruments, including cash, prepaid expenses, accounts payable and accrued expenses the carrying amounts approximate fair value due to their short maturities~~4. ~~The~~- ~~carrying~~MINE ~~amounts~~SAFETY ~~of the Company’s notes payable approximates fair value based on the prevailing interest rates.~~DISCLOSURES

~~F-16~~Not applicable.

InITEM ~~accordance~~5. ~~with ASC 815~~-~~10-35~~ ~~the~~OTHER Company recognized income of $143,747 in the change in derivative value for the three months ended September 30, 2013, and a change of $172,309 for the change in value for the three months ended September 30, 2013.INFORMATION

~~NOTE~~There 6is -no ~~RELATED~~information ~~PARTY~~with ~~TRANSACTIONS~~respect to which information is not otherwise called for by this form.

In January, 2011, the Company issued four promissory notes payable to two related party individuals for a total of $45,000. The notes bear simple interest at an annual rate of 8% per annum and were due May 15~~, 2011. In conjunction with the Notes, 150,000 shares of Common Stock were issued to the lenders. These shares were valued at $15,050 and recorded as a note discount.~~

InITEM ~~September, 2011, the Company borrowed $2,800 from two individuals~~6. ~~The~~ ~~Notes~~- ~~bear no interest and are due upon demand. As of December 31, 2012 the Company owed $2,300.~~EXHIBITS

In January 2012, the Company issued a promissory note to a related party and a relative to a related party for a total of $63,000. The note bears simple interest at an annual rate of 20% per annum and is due July 27, 2012. In conjunction with the Note, 50,000 shares of common stock were issued to the lender. These shares were valued at $5,500 and recorded as a note discount. The lender has the option, at maturity, to convert the note and accrued interest into common at a price of $0.10 per share.

Exhibit No.	Description

3.1	Articles of Incorporation (1)
3.2	Series A Preferred Stock (1)
3.3	Series B Preferred Stock. (1)
3.4	Bylaws(1)
3.5	Amended Series A Preferred Stock (2)
3.6	Amended Series B Preferred Stock (2)
4.1	Steele Oceanic Corporation 2017 Omnibus Equity Compensation Plan(2)
4.2	Revolving Line of Credit with Small World Traders LLC, dated April 8, 2013(2)
10.1	Securities Purchase Agreement (1)
10.2	Small World Traders LLC Demand letter, dated September 2, 2014(2)
10.3	Small World Traders LLC Extension letter, dated September 10, 2014 (2)
14.1	Code of Ethics (1)
31.1	Certification of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS	XBRL Instance Document
101 SCH	XBRL Taxonomy Extension Schema Document
101 CAL	XBRL Taxonomy Calculation Linkbase Document
101 DEF	XBRL Taxonomy Extension Definition Linkbase Document
101 LAB	XBRL Taxonomy Labels Linkbase Document
101 PRE	XBRL Taxonomy Presentation Linkbase Document
1	Incorporated by reference to the Company’s filing on Form 10/A, as filed with the Securities and Exchange Commission on January 20, 2017.
2	Incorporated by reference to the Company’s filing on Form 10/A, as filed with the Securities and Exchange Commission on May 16, 2017.

In August, 2011, the Company secured a total of $200,000 in project financing from one individual and one related party. The principal and interest of, up to, 100% of the principal, was to be repaid from the processing of stockpiled ore at the Mineral Hill Gold Mine project, subject to the net profit (the "NPI") from the processed stockpile being adequate. In December, 2011, we did not make payments in accordance with the contract and we informed note holders that the NPI from the proceeds from the processed stockpile would not be sufficient to pay the principal and interest and that the Company would seek to repay them out of future mining operations at the Mineral Hill Gold Mine project. Some note holders requested indemnity for our defaulting on the terms of the notes. One of the note holders (a relative of an officer and director) requested to be repaid $25,000 in principal and requested 500,000 shares of common stock, valued at $70,000, in lieu of future interest. The repayment and the shares issued were completed in December, 2011. At December 31, 2012 $125,000 of these notes payable were held by related parties.SIGNATURES

OnIn ~~April~~accordance 8,with ~~2013,~~ the ~~Company~~requirements ~~issued a revolving line~~ of ~~credit~~the ~~for~~Securities ~~$200,000~~Exchange ~~with~~Act ~~Small World Traders Secured Note an interest rate~~ of ~~8%.~~1934, ~~This note is secured by~~ the ~~following~~Registrant ~~assets~~has ofcaused ~~the~~this ~~Company~~report ~~and~~to abe ~~UCC1~~signed ~~was~~on ~~filed~~its ~~for~~behalf ~~all~~by the ~~Intellectual Property~~undersigned, ~~Current~~thereunto orduly ~~Previously Filed, Trademarks, Formulations, Research and Development Equipment, Manufacturing Equipment, Office Equipment, and all interests in Shooting Star Mining Company LLC~~authorized. ~~The note is due December 31, 2013. Our CEO is an employee of Small World Traders but is not the owner of Small World Traders. Small World Traders has agreed to advance the funds to us.~~

~~F-17~~STEELE OCEANIC CORPORATION

NOTE 7 - EQUITY


Dated: June 16, 2017	/s/ Scott Landow
	Scott Landow
	Chief Executive Officer

Dated: June 16, 2017	/s/ Scott Landow
	Scott Landow
	Chief Financial Officer

~~Common Stock~~16

On September 30, 2013, the Company had 101,646,147 shares issued and outstanding and authorized common shares of 300,000,000.

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock, at $.001 par value and zero are issued and outstanding as of September 30, 2013. The Corporation established and designates the rights and preferences of a Series A Convertible Preferred Stock, and reserves 5,000,000 shares of preferred stock against its issuance, such rights, preferences and designations.

Nine months Ended September 30, 2013

In January, 2013, the Company issued 3,375,000 shares of common stock to Asher Enterprises following the conversion of $2,700 of principal of a convertible note issued in January, 2012.

In February, 2013, the Company issued 3,400,000 shares of common stock to Asher Enterprises following the conversion of $6,800 of principal of a convertible note issued in January, 2012.

On April 17, 2013 the Company granted 2,000,000 common shares to prior officers of the Company as part of their resignation the value of those shares were $12,000.

In May 20, 2013, the Company issued 4,000,000 shares of common stock to Asher Enterprises following the conversion of $4,400 of principal of a convertible note issued in January, 2012.

In May 30, 2013, the Company issued 4,021,379 shares of common stock to Asher Enterprises following the conversion of $3,700 of principal of a convertible note issued in January, 2012.

In June 6, 2013, the Company issued 1,923,076 shares of common stock to Coventry, Inc. following the conversion of $1,324 of principal of a convertible note issued in July, 2011.

In July 10, 2013 the Company issued 4,000,000 shares of common stock to Asher Enterprises following the conversion of $3,000 of principal of a convertible note issued in January, 2012.

In August 7, 2013 the Company issued 3,962,264 shares of common stock to Asher Enterprises following the conversion of $2,100 of principal of a convertible note issued in January, 2012.

In August 16, 2013 the Company issued 2,454,203 shares of common stock to Asher Enterprises following the conversion of $1,227 of principal of a convertible note issued in January, 2012.

F-18

Nine months Ended June 30, 2012

In January, 2012, the Company issued 50,000 shares in conjunction with a note payable issued to a related party for a total of $63,000. These shares were valued at $5,500 and recorded as a note discount.

In February, 2012, the Company issued: 1,000,000 shares in consideration for financial consulting services, the value of the shares issued was $120,000; through a private placement of its common stock, the Company issued 125,000 shares for $12,500 to two individuals; and the Board of Directors authorized the issuance of 500,000 shares of common stock to each of its four Board Members as compensation for services in 2010 and 2011, the total value of the shares issued was $220,000.

Through a private placement of its common stock, the Company issued 60,000 shares of common stock to one individual for $6,000 in March, 2012.

Through a private placement of its common stock, the Company issued 3,000,000 shares to two individuals for $270,000 in March, 2012, net of $30,000 in placement costs.

Through a private placement of its common stock, the Company issued 70,000 shares of common stock to one individual for $7,000 in April, 2012.

In April, 2012, the Company issued 2,000,000 shares to the Billali Gold Mine, LLC which was a deposit requirement on the April 20, 2012 Purchase Agreement for the acquisition of the Billali Mine.

As of August 17, 2012, 4,066,668 shares of common stock have not been issued under the terms of the private placement entered into with one individual in May, 2012. The individual investor has instructed the Company to not issue the shares pending the conclusion of additional contemplated investments or conversion of existing convertible notes held by the individual. The liability for the funds accepted is recorded as Advances under the Company's current liabilities.

During SRC’s most recent fiscal year ending December 31, 2011, the following common stock was issued pursuant to an exemption from registration pursuant to Rule 144 under the Securities Act. Each of the transactions listed below involved conversions of outstanding Security Purchase Agreements between the Company and the respective note holders.

In April, 2012, the Company issued 4,922,553 shares of common stock to one individual following the conversion of $61,532 of principal and interest of a convertible note issued in October, 2011.

In May, 2012, the Company issued 2,395,304 shares of common stock to one individual following the conversion of $83,836 of principal and interest of a convertible note issued in October, 2011.

F-19

In June, 2012, the Company issued 2,404,697 shares of common stock to one individual following the conversion of $84,165 of principal and interest of a convertible note issued in October, 2011.

In August, 2012, the Company issued 2,903,226 shares of common stock to one individual following the conversion of $9,000 of principal of a convertible note issued in January, 2011.

In September, 2012, the Company issued 3,260,870 shares of common stock to one individual following the conversion of $7,500 of principal of a convertible note issued in January, 2011.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

On August 31, 2011, SRC and Innocent, Inc. negotiated a formal Termination of the Joint Venture Agreement (the “Termination Agreement”) of the Joint Venture Agreement established to fund the development of the Mineral Hill Project. Pursuant to the Termination Agreement SRC acknowledges its obligation to repay $540,000 paid to date by INCT to SRC under the terms of the JV Agreement. The Termination Agreement also allows SRC the option to assume the $540,000 owed to INCT note holders on terms negotiated between SRC and the note holders.

From time to time, the Company is involved in legal matters in the ordinary course of business. Except for the matter described below, the Company is not aware of any such matters.

SRC 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 Corporation. 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 SRC and its former President and CEO Marlon Steele. The substance of the Complaint involves a real estate transaction not involving SRC. We have been informed by Mr. Steele that he does not believe the Plaintiff will prevail as to her claims regarding SRC and has answered with affirmative defenses including but not limited to the defense that the injuries and damages complained of did not occur as the result of any action on the part of SRC but as the sole, direct and proximate result of actions by Plaintiff and third parties not otherwise related to SRC. The litigation remains in the discovery stages. A former officer of SRC has agreed to indemnify the Company from any eventual costs or loss from this lawsuit.

The Company became aware that a shareholder paid $57,000 of tenant improvements in an office that the Company never occupied. The $57,000 was recorded as an accrued liability in anticipation of occupying the space in December 2010. Subsequently the Company elected to not occupy the space eliminating the potential obligation to amortize the cost of the improvement over the course of the lease. We have adjusted the $57,000 to Additional Paid in Capital.

The Company does not have enough shares authorized to convert all the debt obligations currently owed. The Company could need at least 400,000,000 common shares to satisfy the Asher Enterprises conversion and the Benison Convertible notes which could convert at $.0008. It would exceed its authorized shares and the Company is assessing the next legal course of action to resolve this matter.

F-20

NOTE 9- STOCK-BASED COMPENSATION

Stock Options

In February, 2011, the Board of Directors of the Company approved the 2011 Equity Compensation Plan (the "Plan"), the purpose of the Plan is to provide a means by which eligible recipients of stock awards may be given an opportunity to benefit from increases in value of the common stock through the granting of the following stock awards: incentive stock options, non-statutory stock options, stock bonuses and rights to acquire restricted stock. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive stock awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates. The Board shall administer the Plan unless and until the Board delegates administration to a Committee. Subject to the provisions relating to adjustments upon changes in stock, the stock that may be issued pursuant to stock awards shall not exceed in the aggregate three million three hundred thirty-three thousand three hundred and thirty-three (3,333,333) shares of Common Stock.

The cost of all employee stock options, as well as other equity-based compensation arrangements, is reflected in the financial statements over the vesting period based on the estimated fair value of the awards.

A summary of warrant activity for the nine months ended September 30, 2013 is presented below:

			Outstanding Options
	Shares Available for Grant		Number of Shares Granted		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
January 1, 2011		3,333,333		-		-				-
Grants				2,066,669		$0.1204		2.00
Forfeitures				-		-
December 31, 2011				2,066,669				1.00	$	86,750
Grants				-
Forfeitures				(1,816,669)		-
December 31, 2012		3,083,333		250,000		$0.12		0.33		-
Exercisable				250,000		$0.12		0.33
Forfeitures				(250,000)
September 30, 2013		3,333,333		-

F-21

The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black-Scholes option-pricing model.

(k) Termination of Continuous Service. (1) In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise it as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement, which shall not be less than thirty (30) days, unless such termination is for cause), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.”

All employees have been terminated for over 90 days and therefore all options have expired.

Warrants

During the nine months ended September 30, 2013, no awards were granted.

Summary of warrant activity for the nine months ended September 30, 2013 is presented below:

	Number of Shares Granted		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
January 1, 2011		1,033,334	$	0.4839		4.29	$	-
Grants		-		-
Expired		-		-
December 31, 2011		1,033,334	$	0.4839		3.29		234,000
Grants		617,500		0.20		3.00		-
Expired				-
December 31, 2012		1,650,834	$	0.38		3.38	$	-
September 30, 2013		1,650,834	$	0.30		3.00	$	-

F-22

Exercise Price Range	Shares Outstanding	Shares Exercisable	Weighted Contractual Life Remaining (in Years)	Weighted Average Exercise Price
$0.0008	617,500	617,500	1.25	0.0008
$0.4500	1,000,000	1,000,000	2.75	$0.4500
$1.5000	33,334	33,334	0.08	$1.5000

The fair value of the options granted during the September 30, 2013 and December 31, 2012 is estimated at $0.00 and $71,000, respectively. The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2012
Term	3 years
Risk-free Interest Rate	1%
Volatility	339%
Dividend Yield	0%

NOTE 10 - SALE OF 50% INTEREST IN SHOOTING STAR, LLC

On July 1, 2013 Benison (Little Gem) forgave $302,411 of debt plus accrued interest of $181,073 in exchange for 50% interest in the 20% ownership of Shooting Star Mining Co., LLC. Also in that same agreement Benison (Little Gem) acknowledges that there are three remaining debt obligations that may be converted at the discretion of J. Benison at any time prior to the modified Maturity Date at an exercise price of $.0008 per share.

F-23

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel, any changes in current accounting rules, and future regulatory or legislative actions (including additional taxes, changes in environmental regulation, and disclosure requirements under the Dodd-Frank Wall Street Reform, Consumer Protection Act and the Jumpstart our Business Startups Act of 2012), all of which may be beyond the control of the Company. The Company adopted at management’s discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future. In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Our financial statements have been prepared in accordance with United States generally accepted accounting principles.

General

We are an exploration stage company and that there is no assurance that a commercially viable mineral deposit exist on any of our properties and that further exploration will be required.

It is our objective to identify mineral prospect properties of merit, conduct preliminary exploration work, and if results are positive, to process mineral resources through in a market where we believe capital is transitioning to the safety of gold. Our management contends that this business model is timely in a world of financial and currency instability with escalating mineral demand.

Steele Resources Corporation (formerly Steele Recording Corporation) (the "Company", "SRC") was incorporated in the state of Nevada on February 12, 2007, at which time it was deemed a “shell company” carrying on minimal operations in the business of producing, acquiring, licensing and distribution of recorded music. The Company’s corporate charter for Steele Resources, Inc. has been revoked and the Company is in the process of re-incorporating.

On June 17, 2010 the Company entered into and consummated a Plan and Agreement of Reorganization between the Company and Steele Resources, Inc. and certain stockholders of Steele Resources, Inc. (the “Reorganization”). Pursuant to the Reorganization, the Company acquired all of the issued and outstanding shares of Steele Resources, Inc., a Nevada Corporation (“SRI”). The primary business activity of SRC and its subsidiary consists of mining property acquisition, mineral exploration and development and mining services.

Although from a legal perspective, SRC acquired Steele Resources, Inc., from an accounting perspective, the transaction is viewed as a recapitalization of SRI accompanied by the equivalent of an issuance of stock by SRI for the net assets of SRC. This is because SRC did not have operations immediately prior to the merger and, following the merger, SRI is the operating company.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has a working deficit and has generated only $531,126 in revenues since inception. As of September 30, 2013 has an accumulated deficit of $5,133,743. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, Management is planning to raise any necessary additional funds through loans or additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.

The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or the discovery, exploration, development and sale of mining reserves. The Company cannot reasonably be expected to earn revenue in the exploration stage of operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all. Should management fail to raise sufficient financing, the Company may curtail its operations.

On July 16, 2010, SRC’s wholly owned subsidiary changed its name from Steele Resource, Inc. to Steele Resources, Inc.

Effective September 1, 2010, Steele Recording Corporation changed its name

Plan of Operation

SRC is an exploration and mining company which focuses on identifying and developing advanced stage precious metal exploration projects which show potential to achieve full production. The overall business strategy is to identify, develop and operate mineral exploration properties and to provide mine development and operations services to mining properties located initially in the Western United States. The initial business strategy is to service the niche market between speculative exploration and large scale production. This niche market lays between, at one end, relatively small companies which have conducted preliminary mineral exploration on their properties and, at the other end, companies which conduct major mining operations which could generally be defined as properties having multimillion ounce gold mineral reserves. Within this niche market, SRC believes there are a large number of projects in the United States that have excellent potential but do not meet the size requirements for development by the major operators in the mining industry.

SRC’s business plan is to evaluate properties which have considerable amounts of exploration already completed and potential resources identified yet are not of sufficient size and scope for development by the major mining companies. Based on management’s extensive experience in evaluating geological exploration data and development feasibility, SRC will seek to identify those exploration properties which offer the best potential for producing significant gold and silver reserves and offers favorable conditions for the efficient development of the property to reach a production stage.

Once suitable projects are identified, SRC will conduct exploration drilling, prepare feasibility studies, create mine modeling, and perform on-site construction and advance stage project engineering with the goal of establishing, if warranted, a producing mine project. Exploration services would also include securing necessary permits, environmental compliance and remediation plans.

SRC will provide its mine development services in one of two ways. The first way is for SRC to acquire part or all of the mineral rights to a designated property and perform the services listed above. SRC would fund the property development itself and would own all or a substantial portion of the gold production, if any, which might be realized from that particular property, with a royalty paid to the property owner or the mineral rights assignor. This approach would typically include certain work requirements and expenditure requirements in order to maintain the exploration/mineral rights.

The second approach will be to contract with the property owner or mineral rights holder to provide the services listed above on a contract fee basis which would include a percentage royalty paid to SRC on any gold production which is actually achieved. This approach would have SRC acting in the nature of a general contractor. SRC would prepare the same type of comprehensive mining development plan as described above and assemble the necessary service providers to carry out the plan. To date, SRC has not contracted to provide services to other mineral rights holders choosing instead to develop its own currently leased properties.

Suitable projects will have the following characteristics:

· properties located near existing mineral zones initially focusing in the USA;

· properties having a considerable amount of exploration completed; and

· properties not of sufficient size for the major mining companies to advance themselves.

Exploration Projects

Billali Gold Mine

On April 20, 2012, Steele Resources, Inc. ("SRI"), a wholly-owned subsidiary of SRC, and the Billali Gold Mine, LLC ("Seller") entered into a definitive Purchase Agreement (the “Purchase Agreement”) for the acquisition of the Billali Mine and Silver Mine (the "Billali Mine"), an advanced stage epithermal silver-gold quartz vein deposit in the Steeple Rock Mining District of New Mexico. This property consists of approximately 11.6 acres including one patented claim which the Company believes has potential for near term production of silver and gold ore. The Purchase Agreement provides for payments to be made over a period of two years with transfer of ownership being completed when SRI has satisfied its financial obligations under the Purchase Agreement. The purchase price for the Billali consists of the issuance of two million shares (2,000,000) of common stock of SRC; an initial payment of $100,000 upon signing and, an additional payment of $500,000 within 45 days of the Purchase Agreement being signed; and SRI will deliver a total of 1,800 American Eagle One Ounce Gold Coins in three tranches of 600 coins each on the twelfth, eighteenth and twenty-fourth month anniversary of the Purchase Agreement signing. Upon satisfaction of these terms, the Seller will complete the transfer of full right and title of ownership of the Billali Mine to SRI. In addition, Seller will be entitled to receive a five percent (5%) Net Smelter Return on any and all future mining activity at the Billali Mine following the transfer of ownership to SRI. During the two year payment period, SRI will have full rights to develop and manage the property. The Company paid the initial payment of $100,000 and issued the 2,000,000 shares of common stock to the Seller in April, 2012.

The Billali Mine is physically adjacent to the Summit Mine, owned and operated by the Santa Fe Gold Corporation. The Billali Mine is along strike and adjacent to this producing operation. It was once a part of the original Summit Mine land package evaluated by Biron Bay Resources and the drilling and geology used for the current reserve and resource studies is from the same drill program. The Summit Mine has proved the favorable findings of the original drill program and demonstrated that a viable ore body exists.

According to the December, 2011, 43-101 report for the property, exploration drilling was conducted on the Billali claim and adjacent Summit Mine property by Nova Gold and Biron Bay Resources from 1990 to 1991. Over 200 diamond core holes were drilled with at least 28 holes on the Billali claim. Nine holes intersected high grade with six intersecting 3 to 15 foot intervals of gold and silver grading between 1.17 and 23.86 opt Ag and from .10 to .52 opt Au. MPH Consulting, a mining consulting Canadian firm, estimated a historical resource of at least 219,000 tons at 12.8 opt silver and .244 opt gold. This calculation included intercepts from the Norman King structure, however does not include high grade intercepts from the “New Zone” that holes B-91-15 and 16 intersected.

On June 28, 2012, SRI and Little Gem Life Sciences Capital Management LLC, a Delaware limited liability company (“Little Gem”) of which Jeffrey Benison (an affiliate of SRC) is the Managing Member, entered into a definitive Agreement (the “Little Gem Agreement”) for the transfer of all rights, title and interests existing under the Purchase Agreement entered into between Billali Mine LLC as seller and Steele Resources Inc. as purchaser. Under the terms of the Little Gem Agreement, Little Gem assumed all obligations of SRI under the Purchase Agreement including agreeing to pay to Billali Gold Mine LLC, the seller under the Purchase Agreement, the second installment of $500,000 (which Little Gem paid on July 3, 2012); and, Little Gem agreed to provide additional capital, in such amounts and upon such terms as Little Gem may in its sole discretion determine, for the development of the Billali Mine. SRC will retain a twenty percent (20%) economic interest in the Billali Mine. The aforementioned 20% economic interest in the Billali Mine will vest in SRC as a joint venture “qualified carried interest” in the net operating profits, if any, of Little Gem’s ownership and development of the Billali Mine with distributions to occur over time in a manner, and with such reserves, as Little Gem in its sole discretion may determine suitable, appropriate and fair according to circumstances then prevailing. SRC’s economic interest will be “burdened” whereby SRC will be assessed it’s pro rata share of mining development costs and expenses over time as well as its share of the Gold Coins due Billali Mine, LLC pursuant to the Purchase Agreement. SRC will not be charged for administrative expenses of Little Gem incurred in connection with its non-mining operations.

Pursuant to the Little Gem Agreement, in July, 2012 Little Gem entered into a mine development agreement with White Pine Mining LLC to act as the mining contractor to develop the Billali Mine.

On November 30, 2012, SRC and Benison entered into Contribution and Assignment Agreements between the Company, Benison and Shooting Star Mining Company LLC (“Shooting Star”) whereby the Mining Rights in Billali granted to SRI under the Purchase Agreement, along with all other rights, titles, interests and privileges in and to Billali Mine, were acquired by Shooting Star. In exchange for the Contribution and Assignment Agreements, SRC and Benison received membership interests in Shooting Star equal to 20% and 30% ownership respectively. Shooting Star agreed to assume and perform the obligations of SRI under the Purchase Agreement, including but not limited to: (i) development of the Billali Mine; (ii) payment to Billali Mine LLC of a $150,000 extension fee with respect to the timing of payment of seller financing consisting of the delivery of 1,800 American Eagle gold coins; and (iii) payment, procurement and delivery of 1,800 American Eagle gold coins in accordance with the Purchase Agreement as modified and revised between Shooting Star and Billali Mine LLC.

Upon payment of these financial obligations under the Purchase Agreement, as modified, Shooting Star will fully acquire the patent to Billali Mine including the Mine, and related Mining Rights.

Factors Affecting Future Operating Results

We continue to deploy our plan to place the Company on an improved financial footing. In addition to the capital raisings already achieved and the securities placements in 2012, an important element of the plan includes continuing to raise funding as may be required to provide for general business operations. Unless and until we are able to secure required financing on acceptable terms, we will not be in a position to execute our business plan going forward.

Off-Balance Sheet Arrangements

During the three months ended September 30, 2013, we did not engage in any off-balance sheet arrangements defined in Item 303(a) (4) of the SEC’s Regulation S-K.

Results of Operation

We are an exploration stage company acquiring mineral properties or claims located in the State of Arizona, USA. The recoverability of amounts from the properties or claims will be dependent upon the discovery of economically recoverable reserves, confirmation of our interest in the underlying properties and/or claims, our ability to obtain necessary financing to satisfy the expenditure requirements under the property and/or claim agreements and to complete the development of the properties and/or claims, and upon future profitable production or proceeds for the sale thereof. For the three months ended September 30, 2013, we generated $0 revenue. Our future revenue plan is uncertain and is dependent on our ability to effectively mine our products, generate sales, and obtain contract mining opportunities. There are no assurances of our ability to begin to mine our claim. The expenditures for mining are cost intensive so it is critical for us to raise sufficient capital to implement our business plan. We incurred a net income of $542,218 for the three months ended September 30, 2013 and a loss of $132,851 for the three months ended September 30, 2012, as compared to income of $41,948 for the nine months ended and a loss of $1,675,241 for the nine months ended September 30, 2013 and the nine months ended September 30, 2012.

Three and Nine months Ended September 30, 2013 Compared to Three and Nine months Ended September 30, 2012

Three Months Ended September 30, 2013 Compared to September 30, 2012

For the three months ended September 30, 2013, we generated $0 revenue. Our future revenue plan is still uncertain as we are in an early testing and exploration phase and are still dependent on our ability to effectively and economically mine gold. We incurred income (losses) of $542,218 and ($132,851) for the three months ended September 30, 2013 and 2012, respectively.

Our general and administrative expenses were $58,574 and $28,093 for the three months ended September 30, 2013 and 2012, respectively. The decrease is primarily related to the lack of operations for the quarter while we were seeking new management.

Our interest expense was $26,439 and $102,936 for the three months ended September 30, 2013 and 2012, respectively. The decreases are primarily attributable to the amortization of note discount in 2012.

Sale of Shooting Start, LLC 50% interest generated a gain of $483,484 which is related to debt reduction of $302,411 and accrued interest of $181,073. The decreases are primarily attributable to the conversion of the balance of debt for assets of the Company.

Our change in derivative value was ($143,747) and ($0) for the three months ended September 30, 2013 and 2012, respectively. The increase was in accordance with ASC 815-10-35 the Company recognized income for the three months ended September 30, 2013.

Nine Months Ended September 30, 2013 Compared to September 30, 2012

For the nine months ended September 30, 2013, we generated $0 revenue. Our future revenue plan is still uncertain as we are in an early testing and exploration phase and are still dependent on our ability to effectively and economically mine gold. We incurred income (losses) of $41,948 and ($1,675,241) for the nine months ended September 30, 2013 and 2012, respectively.

Our general and administrative expenses were $122,850 and $870,524 for the nine months ended September 30, 2013 and 2012, respectively. The decrease is primarily related to the lack of operations for the quarter while we were seeking new management.

Our interest expense were $146,377 and $387,625 for the nine months ended September 30, 2013 and 2012, respectively. The decreases are primarily attributable to the amortization of note discount in 2012.

Sale of Shooting Start, LLC 50% interest generated income of $483,484 which is related to debt reduction of $302,411 and accrued interest of $181,073. The decreases are primarily attributable to the conversion of the balance of debt for assets of the Company.

Our change in derivative value was ($172,309) and ($0) for the nine months ended September 30, 2013 and 2012, respectively. The increase was in accordance with ASC 815-10-35 the Company recognized change in value for the nine months ended September 30, 2013.

Liquidity and Capital Resources

Our cash used in operating activities for the nine months ended September 30, 2013 was $116,009 compared to $551,004 for the nine months ended September 30, 2012. The decrease in cash used in operations was primarily attributable to our mining activities and payments made to the professionals during the nine months ended September 30, 2012.

Our cash provided by financing activities for the three months ended September 30, 2013 was $116,009, compared to $518,211 for the nine months ended September 30, 2012. The decrease is mainly due to lack of operations while we were seeking new management.

Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

Additional Information

Steele files reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission’s Internet site at www.sec.gov.

ITEM 4 - CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes 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 is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the nine months ended September 30, 2013 mainly due to lack of segregation of duties.

Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Our management believes that these material weaknesses are due to the small size of our accounting staff. The small size of our accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the high cost of such remediation relative the benefit expected to be derived thereby.

In the interim period, to mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to create a new finance and accounting position that will allow for proper segregation of duties consistent with control objectives, and will increase our personnel resources and technical accounting expertise within the accounting function. As our financing staff grows we will prepare and implement appropriate written policies and checklists which set forth procedures for accounting and financial reporting with respect to the duties within the internal control framework. These current control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

(b) Changes in Internal Control Over Financial Reporting

During the three months ended September 30, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Asher Enterprises Inc. charged the Company $8,563 in penalties for the late filing of our December 31, 2012 audit and 10K. The Company vehemently denies this penalty as it is not part of the agreement that was executed on January 2, 2011. Therefore the Company does not intend to pay this penalty.

ITEM 1A - RISK FACTORS

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

In January, 2013, the Company issued 3,375,000 shares of common stock to Asher Enterprises following the conversion of $2,700 of principal of a convertible note issued in January, 2012.

In February, 2013, the Company issued 3,400,000 shares of common stock to Asher Enterprises following the conversion of $6,800 of principal of a convertible note issued in January, 2012.

In April, 2013, the Company issued 2,000,000 shares of common stock to two prior professionals of the Company.

In May and June of 2013, the Company issued 4,021,379 shares of common stock to Asher Enterprises following the conversion of $8,100 of principal of a convertible note issued in January, 2012.

In June, 2013, the Company issued 1,923,076 shares of common stock to Coventry Enterprises following the conversion of $1,324 of principal and accrued interest of a convertible note issued in July, 2011.

In August, 2012, the Company issued 2,903,226 shares of common stock to one individual following the conversion of $9,000 of principal of a convertible note issued in January, 2011.

In September, 2012, the Company issued 3,260,870 shares of common stock to one individual following the conversion of $7,500 of principal of a convertible note issued in January, 2011.

All of the securities issuances described below were issued in transactions pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. All of the transactions were conducted in a private manner with each entity/individual on a negotiated basis without any public solicitation. Each entity/individual purchased the securities with investment intent. The securities are deemed to be “restricted securities” as defined in Rule 144 under the Securities Act and the stock certificates bear a legend limiting the resale thereof.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

All Convertible Notes are in default as of September 30, 2013.

ITEM 4. - MINE SAFETY DISCLOSURES

The planned operation of our mines will be subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA’s activities include the inspection of mines on a regular basis and the issuance of various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA has significantly increased its inspection program and the number of citations and orders charged against mining operations as well as the dollar penalties assessed.

ITEM 5. - OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Description of Exhibit
2.1(1)	Plan and Agreement of Reorganization between Steele Recording Corporation and Steele Resources, Inc. Stockholders of Steele Resources, Inc. dated June 17, 2010.
3.1.1(2)	Articles of Incorporation
3.1.2(5)	Amendment to the Articles of Incorporation effective March 10, 2009
3.1.3(5)	Change to the Articles of Incorporation effective July 1, 2010
3.1.4(5)	Amendment to the Articles of Incorporation effective September 1, 2010
3.2(2)	Bylaws
4.1(*)	Convertible Promissory Notes
4.2(*)	Steele Resources Equity Compensation Plan
10.1(5)	Service Agreement dated June 9, 2010 between SRI and Riggs and Allen Mineral Development, LLC
10.2(3)	Assignment of Contract and Fairview Hunter Mineral Lease Agreement
10.3(4)	Drawdown Equity Financing Agreement with Auctus Private Equity Fund, LLC dated January 14, 2011.
10.4(4)	Registration Rights Agreement with Auctus Private Equity Fund, LLC dated January 14, 2011.
10.5(5)	Pony Project Mineral Lease dated February 4, 2011.
10.6(6)	Joint Venture Agreement between Steele Resources Corp. and Innocent, Inc. dated February 20, 2011.
10.7(6)	A&P Project Mineral Lease dated February 22, 2011.
10.8(7)	Copper Canyon Mineral Lease dated April 28, 2011.
10.9(8)	Convertible Promissory Note Asher Enterprises, Inc.
10.10(8)	Billali Gold Mine Purchase Agreement
10.11 (9)	Joint Venture Agreement
10.12 (10)	Contribution and Assumption Agreement
14(5)	Code of Business Conduct and Ethics
21	Subsidiaries of Steele Resources Corporation
31.1(*)	Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2(*)	Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1(*)	Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Filed as an exhibit to registrant’s Form 8-K filed on June 21, 2010.

(2) Filed as an exhibit to registrant’s SB-2 registration statement filed on June 22, 2007.

(3) Filed as an exhibit to registrant’s Form 8-K filed on December 31, 2010.

(4) Filed as an exhibit to registrant’s Form 8-K filed on January 21, 2011.

(5) Filed as an exhibit to registrant’s Form S-1 registration statement filed on February 10, 2011.

(6) Filed as an exhibit to registrant’s Form 8-K filed on March 28, 2011.

(7) Filed as an exhibit to registrant’s Form 10-K for December 31, 2011.

(8) Filed as an exhibit to registrant’s From 10-Q on May 15, 2012.

(9) Filed as an exhibit to registrant’s From 10-Q on August 20, 2012.

(10) Filed as an exhibit to registrant’s From 8-K on December 10, 2012.

(*) Filed as an exhibit to this Form 10-K.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STEELE RESOURCES CORPORATION

Dated: November 14, 2013	/s/ Scott Landow
	Scott Landow
	Chief Executive Officer
Dated: November 14, 2013	/s/ Scott Landow
	Scott Landow
	Chief Financial Officer

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