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 JUNE 30, 2011





[   ] 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 CORPORATION


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








NEVADA

75-3232682(State of other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)3081 Alhambra Drive, Suite 208

Cameron Park, CA

95682(Address of Principal Executive Offices)

(Zip Code)Issuer's telephone number:
(530) 672-6225








(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):





Large accelerated filer [   ]
Accelerated filer [   ]Non-accelerated filer [   ]
Smaller reporting company [X]





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





The number of shares of the issuer’s common stock outstanding as of August 12, 2011 was 38,541,458.






1




INDEX







PART I - FINANCIAL INFORMATION
3ITEM 1. FINANCIAL STATEMENTS
3ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS  OF OPERATION
19ITEM 4. CONTROLS AND PROCEDURES
26PART II - OTHER INFORMATION
27ITEM 1A. RISK FACTORS
27ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
30ITEM 5. OTHER INFORMATION
31ITEM 6. EXHIBITS
31SIGNATURES
32



































2


PART I – FINANCIAL INFORMATION











ITEM 1.  FINANCIAL STATEMENTS








INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS








Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010
4Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 (Unaudited) and for the Period From May 27, 2010 (Inception) Through June 30, 2010 and May 27, 2010 Through June 30, 2011 (Unaudited)
5Statement of Stockholders' Deficit for the Period From May 27, 2010 (Inception) Through June 30, 2011 (Unaudited)
6Consolidated Statement of Cash Flows for the Six Months ended June 30, 2011 (Unaudited) and the Period From May 27, 2010 (Inception) Through June 30, 2010 and the Period From May 27, 2010 Through June 30, 2011 (Unaudited)
7Notes to Consolidated Financial Statements (Unaudited)
8





































3







STEELE RESOURCES CORPORATION


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED BALANCE SHEETS








(Unaudited) June 30, 2011


December 31, 2010ASSETSCurrent assetsCash

$
3,169


$
623Prepaid expenses


1,952



1,336Total Current Assets


5,121



1,959Fixed assets


58,358



30,185Accumulated depreciation


(7,740
)


(2,710
)Total Fixed Assets


50,618



27,475Other long-term assets


2,712



2,712Total Assets

$
58,451


$
32,146LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilitiesAccounts payable

$
157,942


$
66,126Accrued expenses


152,134



108,412Derivatives liability


209,214



52,250Notes payable, net of discounts


430,084



145,755Notes payable – related parties


-



6,800Other liabilities


540,000



-Total Current Liabilities


1,494,754



379,343COMMITMENTS AND CONTINGENCIES(NOTE 6)Stockholders’ deficit:Preferred stock, par value $0.001, 5,000,000 sharesauthorized, -0- and -0- shares issued andoutstanding, respectively


-



-Common stock, par value $0.001, 300,000,000 sharesauthorized, 35,042,590 and 33,461,111 sharesissued and outstanding, respectively


16,848



14,433Additional paid-in capital


634,852



442,540Accumulated deficit during exploration stage


(2,082,623
)


(804,170
)Total Stockholders’ Deficit


(1,430,923
)


(347,197
)Total Liabilities and Stockholders’ Deficit

$
58,451


$
32,146








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








4





STEELE RESOURCES CORPORATION


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)





Three Months Ended June 30, 2011


Six Months Ended June 30, 2011


From May 27, 2010 (Inception) Through June 30, 2010


From May 27, 2010 (Inception) Through June 30, 2011Revenue

$
-


$
-


$
-


$
-Operating expenses:Exploration costs


154,438



516,725



58,892



664,496General and administrative


232,444



426,812



36,329



911,890Professional fees


93,596



151,881



63,227



304,969Total operating expenses


480,478



1,095,418



158,448



1,881,355Loss from operations


(480,478
)


(1,095,418
)


(158,448
)


(1,881,355
)Interest expense


(81,876
)


(127,321
)


(82
)


(145,554
)Change in value of derivative


-



(55,714
)


-



(55,714
)Net loss

$
(562,354
)

$
(1,278,453
)

$
(158,530
)

$
(2,082,623
)Net loss per share, basic and diluted *

$
(0.02
)

$
(0.04
)

$
(0.00
)Weighted average common shares outstanding *


33,995,484



33,825,340



31,833,487





*The weighted average common shares outstanding above considers the retroactive effect of the 1-for-3 reverse split that was effective on May 2, 2011.


















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


5


STEELE RESOURCES CORPORATION


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT


FROM MAY 27, 2010 (INCEPTION) TO  JUNE 30, 2011




(UNAUDITED)




Common SharesNumber


$


Additional Paid-In-Capital


Accumulated Deficit

During

Development

Stage


TotalBalance - May 27, 2010


-


$
-


$
-


$
-


$
-Issuance of shares for cash


19,100,000



5,730



9,270



-



15,000Recapitalization due to reverse merger withSteele Resources, Inc.


12,733,333



3,820



14,950



-



18,770Issuance of shares:For cash (at $0.08, $0.10, $0.20, $0.05)


1,451,111



4,353



307,647



-



312,000For exploration costs


176,667



530



104,470



-



105,000Issuance of warrants with notes


-



-



6,203



-



6,230Net loss


-



-



-



(804,170
)


(804,170
)Balance - December 31, 2010


33,461,111


$
14,433


$
442,540


$
(804,170
)

$
(347,197
)Issuance of shares:For cash (at $0.12)


50,000



50



5,950



-



6,000For settlement of accrued legal fees


100,000



300



8,700



-



9,000With notes payable


150,000



450



14,600



-



15,050For consulting & professional fees


249,167



583



33,305



-



33,888For conversion of notes payable


1032,312



1,032



63,123



-



64,155Reclassification of derivatives back to APIC


-



-



29,520



-



29,520Stock based compensation


-



-



37,114



-



37,114Net loss


-



-



-



(1,278,453
)


(1,278,453
)Balance June 30, 2011


35,042,590


$
16,848


$
634,852


$
(2,082,623
)

$
(1,430,923
)

















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





6





STEELE RESOURCES CORPORATION


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)




Six Months Ended

June 30, 2011


May 27, 2010 (Inception) Through

June 30, 2010


May 27, 2010 (Inception) Through

June 30, 2011CASH FROM OPERATING ACTIVITIES:Net loss

$
( 1,278,453
)

$
( 158,530
)

$
(2,082,623
)Adjustments to reconcile net loss to net cash usedin operating activities:Depreciation


5,030



-



7,740Amortization of note discounts


106,399



-



120,607Shares issued for exploration costs


-



-



105,000Shares issued for services


33,888







33,888Stock-based compensation


37,114



-



37,114Change in value of derivative


55,714



-



55,714Changes in operating assets and liabilities:(Increase) in prepaid expense


(616
)


-



(1,952
)Increase in accounts payable


100,817



71,828



166,513Increase in accrued expenses


49,126



37,693



157,538(Increase) in other assets


-



-



(2,712
)NET CASH USED IN OPERATING ACTIVITIES


(890,981
)


(49,009
)


(1,403,173
)Investing Activities:Purchase of leasehold improvements


(28,173
)


-



(28,173
)Cash From Financing Activities:Proceeds from issuance of common stock


6,000



15,000



333,000Cash acquired in reverse merger


-



19,200



19,200Cash from joint venture funding partner


540,000



-



540,000Proceeds from issuance of notes payable


337,500



100,000



527,500Proceeds from issuance of notes payable – related party


46,500



-



74,148Payments on notes payable – related


(8,300
)


-



(59,333
)NET CASH PROVIDED BY FINANCINGACTIVITIES


921,700



134,200



1,434,515NET INCREASE IN CASH


2,546



85,191



3,169CASH, BEGINNING


623



-



-CASH, ENDING

$
3,169


$
85,191


$
3,169SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the period for :Interest

$
5,405


$
-


$
5,405Income taxes

$
-


$
-


$
-





The Company acquired $30,185 of property and equipment through the issuance of notes payable during the period from May 27, 2010 (Inception) through June 30, 2011. During the six months ended June 30, 2011, the Company converted $64,115 of notes payable and accrued interest to Equity.








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


7





STEELE RESOURCES CORPORATION


(AN EXPLORATION STAGE COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


JUNE 30, 2011










NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION





Business Activity





Steele Resources Corporation (formerly Steele Recording Corporation) ("SRC" or the "Company") was incorporated in the state of Nevada on February 12, 2007. 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”), formed in May 2010. The primary business activity of SRC and its subsidiary consists of mining property acquisition, mineral exploration and development and mining services. From an accounting perspective, SRI was the acquirer.





The unaudited interim consolidated financial statements of the Company 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 8.03 of Regulation S-X. These statements do not include all of the information and notes to the financial 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 month period ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K, as filed with Securities and Exchange Commission.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of Presentation and Going Concern





The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred a net operating loss of $2,082,623 from May 27, 2010 (inception) through June 30, 2011 and had a working capital deficiency of $1,489,638 as of June 30, 2011. The Company does not have sufficient cash at June 30, 2011 to fund normal operations for the next 12 months. The Company has no recurring source of revenue and its ability to continue as a going concern is dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term attainment and continuation as a going concern include financing the Company’s future operations through sales of its common stock, entering into debt or line of credit facilities, sales of gold produced in mining activities and the eventual profitable exploitation of its mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company’s ability to continue as a going concern.








8


The Company is currently investigating a number of alternatives for raising additional capital with potential investors, lessees and joint venture partners. Should management fail to obtain financing, the Company may curtail its operations.





These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Because of our net loss and our negative working capital position, our independent auditors, in their report on our audited financial statements for the fiscal year ended December 31, 2010, expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.





Principles of Consolidation





The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Steele Resources, Inc., a Nevada Corporation. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements in conformity with U.S. generally accepted accounting principles.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Management believes the assumptions underlying the consolidated financial statements are reasonable.





Fair Value Measurements





The carrying values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximated their related fair values as of June 30, 2011, due to the relatively short-term nature of these instruments. The carrying value of the Company’s convertible debentures approximates the fair value based on the terms at which the Company could obtain similar financing and the short term nature of these instruments.





Assets and liabilities recorded at fair value in the consolidated balance sheet are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows:





·
Level 1 – quoted in active markets for identical assets or liabilities.





·
Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.





·
Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.







9





The following table summarizes fair value measurements by level at June 30, 2011 for assets and liabilities measured at fair value on a recurring basis:





Level 1


Level 2


Level 3


TotalDerivative liabilityConversion features


-



-


$
(209,214
)

$
(209,214
)




Derivative liability for conversion features was valued using the Black-Scholes Option pricing model with the following assumptions: expected life of 0.5 to 1 year, risk free interest rate of 1%, dividend yield of 0, and expected volatility of 0.1%.




The following is a reconciliation of the derivatives liability




Balance as of December 31, 2010

$
(52,250
)Creation of Derivative Liability


(130,770
)Change in Value of Derivative


(55,714
)Relief of Derivative Due to Note Conversion


29,520Balance as of June 30, 2011

$
(209,214
)




Derivative Financial Instruments




The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.




The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services.




Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair values reported as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value.




The discount from the face value of a convertible debt or equity instrument resulting from allocating some or all of the proceeds to the derivative instrument, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method.




10




The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.




Exploration Stage Enterprise




The Company is in the exploration stage of operation, as it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence.





Mining Exploration Costs





Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.




Net (Loss) Per Share





The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, Earnings per Share. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation.




NOTE 3 – PROPERTIES




Pony Project




On February 4, 2011, SRI entered into a Mineral Lease Agreement With Option To Purchase with a group of individual land owners in the state of Montana to acquire rights to 17 patented and 67 unpatented mining claims known as the Pony Exploration project (“the Pony Project”). The Project currently contains two active mines operating under a Small Miner Exclusion Statement (SMES). The Pony Project is located in the Pony Mining District near Pony, Montana. Officers of SRC have met with Montana Department of Environmental Quality officials to discuss permitting for both mining and exploration activities. The Pony Lease provides for a six year lease period with an initial payment of $300,000 and annual lease payments of $500,000 for the next five years. The Lessors will also have a 2% NSR on the property. In addition the Lessors will receive a 1% NSR on any property developed by SRI located within one linear mile from any portion of the exterior boundary of the Pony Project. After the lease period expires, SRI will have the option to purchase the Pony Project for $190,000.





11


A&P Project





On February 22, 2011, SRI entered into a Mineral Lease Agreement With Option To Purchase with a group of individual land owners in the state of Montana to acquire two patented mining claims known as the Atlantic and Pacific Mine located in the Pony Mining District in Montana. (the “A&P Lease”). The A&P was actively mined in the early 20th Century and produced 128,600 ounces of gold from 1934 to 1941. Chicago Mining also briefly pit mined the project in 1991 but did not finish processing an estimated 14,000 ton stockpile which remains at the mine site. The A&P claim is contiguous with the larger Pony Project and is considered a key piece of the regional mineralization target. Historic reports by Chicago Mining and Newmont Mining indicated that those geologists believed the A&P to have significant gold resource potential. The A&P Lease provides for a five year lease period with an initial payment of $200,000 and an annual commitment of $100,000 for the next five years. The Lessors will also have a 2% NSR on the property during the lease term. After the lease period expires and all lease payments have been paid, full right and title of ownership of the A&P property shall be transferred to SRI.





Copper Canyon Project





In June, 2011, SRI entered into a Mineral Lease Agreement With Option to Purchase with a corporation  in the state of Idaho to acquire the Salmon Copper Canyon property, (the "Copper Canyon Mine"). The Copper Canyon Mine project is located approximately 37 miles west of North Fork, Idaho on the northern bank of the Salmon River at an elevation of 3,250 feet and is comprised of ten (10) unpatented lode claims. The Copper Canyon Lease provides for a two year lease period with an initial payment of $25,000 with a second $25,000 due on November 1, 2011, a third payment of $50,000 due on May 1, 2012, with a final lease payment due on November 1, 2012 of $425,000. After the lease period expires on May 31, 2013, SRI has the right to purchase full right and title of ownership of the Copper Canyon property for $3,975,000.





Mineral Hill Project





On February 20, 2011 SRI entered into a Joint Venture Agreement ("JV Agreement") with Innocent Inc. ("INCT"), a Nevada corporation engaged in the financing of exploration and development of mineral properties. The Joint Venture Agreement will govern the exploration and operations of mineral rights within the Pony Project and A&P Project jointly referred to as the Mineral Hill Project (the "Mineral Hill Project").





The JV provides terms for INCT to contribute up to $5,000,000 in operating funds over a one year period beginning with the execution of the JV Agreement. The parties may jointly extend this period, by mutual agreement. As of June 30, 2011, INCT has funded $540,000 of its initial funding obligation of $1,000,000. On April 14, 2011 the Company notified INCT that it was in default under the JV Agreement. In subsequent discussions, the parties agreed on May 2, 2011 that SRI would not pursue its default remedies and will grant additional time for INCT to complete its funding commitment, so long as INCT is making good faith efforts to complete its funding obligations under the JV Agreement. On July 22, 2011 SRI delivered a notice terminating the JV Agreement following INCT's failure to fund the balance of $460,000 or to provide credible documentation that funding was or would be available. The mutual termination of the JV Agreement is subject to the negotiated return of the $540,000 previously funded by INCT, funds will be refunded within 90 days of termination. SRI has assumed 100% ownership of the Mineral Hill Project.








12


SRI's current operating plan for the Mineral Hill Project consists of completion of the geological mapping and geophysics analysis that will establish the exploration drilling phase. This initial phase will cover three to five months of drilling and will include 30 drill holes during 2011 and 2012 in targeted areas resulting in an estimated 10,000 feet of additional drilling results. The core samples from this drilling program will be tested and analyzed allowing us to prepare extensive geological mapping and prepare feasibility studies for the project. Based on the reported historic production, the regional potential identified in historic geologic reports and SRI’s feasibility studies, SRI will prepare a Plan of Operations required by the SMES for the Project.





Upon satisfactory completion of this phase and with appropriate mineral deposit indications, the mining phase will commence. We do not anticipate that the Mineral Hill Project will generate revenues during the initial twelve months of operations. We do expect the mining operation to begin revenue generation during the second full year of operations. SRC plans to raise the required working capital through the private placement of our equity securities, by way of loans and such other means as the Company may determine.





NOTE 4 – DERIVATIVE INSTRUMENT LIABILITIES AND CONVERTIBLE NOTES





In October 2010, the Company issued a convertible promissory note in the principal amount of $25,000 bearing interest at 16.9% per annum. The note was due and payable on or before April 5, 2011 the note with accrued interest was converted into 574,185 shares of SRC’s common stock at a conversion rate based on 60% of the market value of SRC’s common stock at the time of conversion. The investor was also issued warrants to purchase 33,334 shares of SRC common stock at an exercise price of $1.50/share maturing in October 2013. The sale was made to one entity in a private, negotiated transaction without any public solicitation.





In November 2010 the Company issued a convertible note for $65,000 to one entity. The note bears interest at 8% per annum and is due October 17, 2011. The conversion price shall be 35% of the average of the lowest three closing bid prices in the 10 trading days ending one day before notice of conversion is given.





In January 2011, the Company issued a convertible note for $32,500 to one entity. The note bears interest at 8% per annum and is due September 30, 2011. The conversion price shall be 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.





In April 2011, the Company issued a convertible note for $37,500 to one entity. The note bears interest at 8% per annum and is due January 11, 2012. The conversion price shall be 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.





In May 2011, the Company issued a convertible note for $32,500 to one entity. The note bears interest at 8% per annum and is due March 12, 2012. The conversion price shall be 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.





In June 2011, the Company issued two convertible notes for $52,500 to one entity. The notes bear interest at 6% per annum and are due June 3, 2011 and June 7, 2012. The conversion price shall be 65% of the average of the lowest three closing bid prices in the 15 trading days ending one day before notice of conversion is given.







13


In May 2011, the Company issued convertible notes for a total $35,000 to two individuals. The notes bear interest at 20% per annum and were due June 13, 2011. The conversion price is $0.15. Both note holders have extended the due date for the notes until the Company secures adequate alternative financing.





In June 2011, the Company issued convertible notes for a total $20,000 to two individuals. The notes bear interest at 20% per annum and are due July 30, 2011. The conversion price is $0.15. Both note holders have extended the due date for the notes until the Company secures adequate alternative financing.





As of June 30, 2011, interest payable on these notes totaled $6,655.





These notes were evaluated under the guidance of FASB ASC 815 and it was determined that the embedded conversion feature should be accounted for as derivative instrument liabilities. Accordingly, they are to be marked to market each reporting period, with the corresponding non-cash gain or loss reflected in the Company’s current period statement of operations.




The components of the notes payable are as follows as of June 30, 2011:




Principal Amount


Unamortized Discount


NetNotes Payable

$
275,000


$
-0-


$
275,000Convertible notes payable


238,750



(83,666
)


155,084Total notes payable

$
533,750


$
(83,666
)

$
430,084





NOTE 5 – NOTES PAYABLE





In January, 2011, the Company issued four promissory notes payable to two individuals for a total of $45,000. The notes bear simple interest at an annual rate of 8% per annum and are due May 15, 2011. In conjunction with the Notes, 150,003 shares of Common Stock were issued to the lenders. These shares were valued at $15,050 and recorded as a note discount. The note holders have extended the maturity date until the Company has arranged additional financings to repay the notes.





In April, 2011, the Company issued two promissory notes to seven individuals for $130,000. The notes bear simple interest at an annual rate of 12% per annum and are due May 31, 2011. The note holders have extended the due date for the notes until the Company secures adequate alternative financing.





In June, 2011, the Company issued a promissory note to an entity for $50,000. The note bears a simple interest at an annual rate of 5% and is due December 21, 2011.





As of June 30, 2011, interest payable on these notes totaled $9,988.





NOTE 6 - COMMITMENTS AND CONTINGENCIES




On October 1, 2010, the Company entered into a lease for office space located in Cameron Park, California, for a period of five years. Future minimum lease payments under operating leases are $32,544, $32,709, $33,369, $34,035 and $25,911 for the years ended December 31, 2011, 2012, 2013, 2014, 2015 respectively. Total rental expense was $10,886 for the six months ended June 30, 2011 and $38,808 for the period from May 27, 2010 (Inception) through June 30, 2011.






14


Legal 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 Resources 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 do not believe the Plaintiff will prevail as to her claims regarding Steele Resources Corporation and have answered with affirmative defenses including but not limited to the following: (1) the injuries and damages complained of did not occur as the result of any action on the part of SRC but as the sole, direct and proximate result of actions by Plaintiff and third parties not otherwise related to SRC. The amount of loss cannot be reasonably estimated. A former officer of SRC has agreed to indemnify the Company from any eventual costs or loss from this lawsuit. In April, 2011 SRI made the decision to abandon the claims related to the Comstock-Tyler project by not making the requisite annual payments to the BLM.





Contractual Matters





On September 24, 2010 SRI entered into an Asset Purchase Agreement pursuant to which SRI acquired a mineral lease agreement dated July 19, 2010 relating to property referred to as the Fairview Hunter Mine Project (the “Fairview Hunter Project”). The property is comprised of 115 mineral claims covering approximately 2,300 acres located 30 miles southeast of Fallon, Nevada. The Fairview Hunter Project lease has a term of ten years (through July 2020) and annual lease payments commencing at $25,000 and ending at $50,000 in the fifth year of the lease (2015). The Lessor also retains a production royalty of 3% of the Net Smelter Returns from the leased property of which SRI can buyout up to 2% of such royalty upon payment of $1,000,000 per 1% royalty amount. The lease does not specify dollar commitments for development and allows SRI complete discretion as to conducting exploration or development activity on the property. The lease provides for SRI to pay all taxes and assessments on the property and pay all fees to the BLM or the Nevada mining agencies relating to the mining exploration or development of the property. The lease can be extended automatically for so long as SRI is engaged in mining operations (as defined in the lease) on the expiration date of the lease.





On February 4, 2011, SRI entered into a Mineral Lease Agreement With An Option To Purchase (the “Pony Lease”). The Lessors will also have a 2% NSR on the property. In addition the Lessors will receive a 1% NSR on any property developed by SRI located within one linear mile from any portion of the exterior boundary of the Pony Project. After the lease period expires, SRI will have the option to purchase the Pony Project for $190,000.





SRI entered into a Mineral Lease Agreement With an Option To Purchase (the “A&P Lease”) effective as of February 22, 2011. The A&P Lease provides for a five year lease period with an initial payment of $200,000 and an annual commitment of $100,000 for the next five years. The Lessors will also have a 2% NSR on the property during the lease term. After the lease period expires and all lease payments have been paid, full right and title of ownership of the A&P property shall be transferred to SRI.





SRI entered into a Mineral Lease Agreement With an Option To Purchase (the “Copper Canyon Lease”) effective as of June 21, 2011. The Copper Canyon Lease provides for a two year lease period with an initial payment of $25,000 with a second $25,000 due on November 1, 2011, a third payment of $50,000 due on May 1, 2012, with a final lease payment due on November 1, 2012 of $425,000. After the lease period expires on May 31, 2013, SRI has the right to purchase full right and title of ownership of the Copper Canyon property for $3,975,000.










15


Tabular Disclosure of Contractual Obligations




Contractual Obligations

Total


Less than 1 year


1-3 years


3-5 years


More than 5 yearsLong-term debt

$
430,084


$
430,084


$
-


$
-


$
-Mineral leases


3,670,000



125,000



2,345,000



1,200,000



-Operating leases


142,296



32,544



101,115



8,637



-Total obligations

$
4 ,242,380


$
587,628


$
2,446,115


$
1,208,637


$
-





In conjunction with the mining claims held or leased by SRI, we are obligated to pay claim maintenance fees of approximately $16,000 for Fairview Hunter Mine Project and $12,000 for Mineral Hill over the next twelve months.




NOTE 7 – STOCKHOLDERS’ (DEFICIT)




Issuance of Common Stock





In January, 2011, the Company issued 150,003 shares of common stock in connection with promissory notes issued to two individuals. In January, 2011, the Company issued 100,000 shares of common stock in exchange for $9,000 of legal services. The Company issued 166,667 shares of common stock in exchange for $25,000 of consulting fees in April, 2011. The Company issued 82,500 shares of common stock, to two individuals, in exchange for $8,888 of consulting fees in June, 2011. Through a private placement of its common stock, the Company issued 50,000 shares for $6,000 in June, 2011. In June, 2011, 1,032,312 shares of common stock were issued to three entities following the conversion of convertible notes.





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, nonstatutory stock options, stock bonusesand 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.




During the three months ended June 30, 2011, incentive stock options of 1,816,667 shares were issued. These options were valued at $196,500 using the following assumptions in the Black-Scholes Model:





Term

10 yearsRisk-free Interest Rate


1
%Volatility


339
%Dividend Yield


0
%





16


Stock Warrants





During the six months ended June 30, 2011, no stock warrants were issued.





Stock option and warrant activity, within the 2011 Equity Compensation Plan and outside of the plan, for the six months ended June 30, 2011, are as follows:





Stock Options


Stock WarrantsShares


Weighted Average Exercise Price


Shares


Weighted Average Exercise PriceOutstanding at December 31, 2010


---



---



1,033,334


$
0.5308Granted


2,066,669


$
0.1204



---



---Canceled


---



---



---



---Expired


---



---



---



---Exercised


---



---



---



---Outstanding at June 30, 2011


2,066,669


$
0.1204



1,033,333


$
0.5308Vested at June 30, 2011


733,334


$
0.1183








Stock options and warrants exercisable at June 30, 2011, are as follows:





Stock Options:





Exercise Price Range


Shares Outstanding


Shares Exercisable


Weighted Contractual Life Remaining

(in years)


Weighted Average Exercise Price$
0.110



1,400,000



400,000



9.98


$
0.110$
0.121



250,000



250,000



9.98


$
0.121$
0.150



250,002



83,334



9.62


$
0.150$
0.162



166,667



-



9.78


$
0.162





Stock Warrants:




Exercise Price


Shares Outstanding


Shares Exercisable


Weighted Contractual Life Remaining

(in years)


Weighted Average Exercise Price$
0.45



1,000,000



1,000,000



2.25


$
0.45$
1.50



33,334



33,334



4.33


$
1.50





Stock-based compensation costs recognized for the six months ending June 30, 2011 amounted to $37,114.





The Company effected a 1-for-3 reverse stock split on May 2, 2011. The accompanying financial statements reflect the retroactive effect of this reverse stock split.








17


Auctus Private Equity Fund, LLC





On January 14, 2011, we entered in to a drawdown equity financing agreement and registration rights agreement (collectively the “Agreements”) with Auctus Private Equity Fund, LLC (“Auctus”).  In accordance with the Agreements, Auctus has committed, subject to certain conditions set forth in the Agreements, to purchase up to $10 million of the Company’s common stock over a term of up to three (3) years.  Although the Company is not mandated to sell shares under the Agreement, the Agreement gives the Company the option to sell to Auctus shares of common stock at a per share purchase price equal to 95% of the average of the lowest closing bid price of the common stock of any two trading days during the five trading days following the Company’s delivery of a Drawdown Notice to Auctus (the “Notice”).





The Company is obligated to file and did file on February 10, 2011 with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1, covering the sale of up to 4,000,000 shares of common stock to Auctus. The Company must use all commercially reasonable efforts to have such registration statement declared effective by the SEC within 120 days of filing.  The Company has agreed to pay Auctus an aggregate amount of $10,000 as an origination fee with respect to the transaction.





In August, 2011 the Company made the decision to not proceed with the proposed financing arrangement with Auctus. The Company has decided to pursue other means of financing its operations through its existing investment banking relationships.





NOTE 8 – SUBSEQUENT EVENTS





On July 22, the Company provided Innocent, Inc., its joint venture partner on the Mineral Hill Project, with notice of its intent to terminate the JV Agreement in place between the two companies. The termination follows several months of negotiations between the Company and INCT and its default status with respects to the remaining balance of $460,000 of the initial capitalization of $1,000,000 of the project and INCT’s ability to fund the remaining $4,000,000 of the project. The mutual termination of the JV Agreement is subject to the repayment of the initial $540,000 that INCT had provided to the project.





In August, 2011 the Company made the decision to not proceed with the proposed financing arrangement with Auctus. The Company has decided to pursue other means of financing its operations through its existing investment banking relationships.






















18


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




Caution About Forward-Looking Statements




THIS FORM 10-Q INCLUDES “FORWARD-LOOKING” STATEMENTS ABOUT FUTURE FINANCIAL RESULTS, FUTURE BUSINESS CHANGES AND OTHER EVENTS THAT HAVE NOT YET OCCURRED.  FOR EXAMPLE, STATEMENTS LIKE THE COMPANY “EXPECTS,” “ANTICIPATES” OR “BELIEVES” ARE FORWARD-LOOKING STATEMENTS.  INVESTORS SHOULD BE AWARE THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE COMPANY’S EXPRESSED EXPECTATIONS BECAUSE OF RISKS AND UNCERTAINTIES ABOUT THE FUTURE.  THE COMPANY DOES NOT UNDERTAKE TO UPDATE THE INFORMATION IN THIS FORM 10-Q IF ANY FORWARD-LOOKING STATEMENT LATER TURNS OUT TO BE INACCURATE.  DETAILS ABOUT RISKS AFFECTING VARIOUS ASPECTS OF THE COMPANY’S BUSINESS ARE DISCUSSED THROUGHOUT THIS FORM 10-Q AND SHOULD BE CONSIDERED CAREFULLY.




General




On June 17, 2010 we entered into and consummated a Plan and Agreement of Reorganization between SRC and Steele Resources, Inc. and certain stockholders of Steele Resources, Inc. (the “Reorganization”). As a result of the Reorganization, SRI became a wholly-owned subsidiary of SRC and the acquired business operations of SRI have become SRC’s primary business activity.




Basis of Presentation and Going Concern




The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.




The Company has incurred a net operating loss of $562,354 for the three months ended June 30, 2011, $1,278,453 for the six months ended June 30, 2011, and has a total accumulated deficit of $2,082,623.




Currently, the Company has no revenue-generating operations. To continue as a going concern, the Company is dependent on continued fund raising for project development and payment of general and administration expenses until production at the Mineral Hill Project ramps up to full production and profitable operations are achieved. The Company has no commitment from any party to provide additional working capital and there is no assurance that such funding will be available if needed, or if available, that its terms will be favorable or acceptable to the Company.




The Company’s consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.




Derivative Financial Instruments




In connection with the issuance of debt or equity instruments, we may issue options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances, may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.




19




The identification of, and accounting for, derivative instruments is complex. Our derivative instrument liabilities are revalued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For warrants that are accounted for as derivative instrument liability, we determined the fair value of these warrants using the Black-Scholes option pricing model. That model requires assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the warrants. The identification of, and accounting for, derivative instruments and the assumptions used to value them can significantly affect our consolidated financial statements.




Results of Operation





We have not included a discussion and analysis comparing our current financial position and results of operation with periods prior to the Reorganization on June 17, 2010 as management believes a discussion of SRC’s past operations (prior to the Reorganization) would not be helpful in evaluating our new line of business in the natural resources sector commenced as a result of the Reorganization. SRC’s wholly-owned subsidiary, SRI, has been in existence for a short period of time and has conducted only limited operations to date.





During the six months ending June 30, 2011 neither SRC nor its subsidiary SRI had any revenue from operations.  Total exploration stage expenses for the business amounted to $154,438 and $516,725 for  the three months ended June 30, 2011 and the the six months ended June 30, 2011, respectively. General and administrative expenses were $232,444 and $426,812 for the three months ended June 30, 2011and for the six months ended June 30, 2011, respectively. G&A expenses included increased operating expenses for the quarter relating to start-up costs of SRC’s operations and property/lease acquisition costs and professional fees. Professional fees during the quarter consisted primarily of legal and accounting expenses relating to the filing of an S-1 registration statement by SRC and preparation of reports filed with the SEC. Professional fees were $93,596 and $151,811 for the three months ended June 30, 2011 and the six months ended June 30, 2011, respectively.




We incurred a net operating loss $480,478 and $1,095,418 for the three months ended June 30, 2011 and the six months ended June 30, 2011, respectively. The operating loss for the three months ending June 30, 2011 is the result of expenses relating to SRI’s initial mineral lease payments and with SRC’s increasing general business expenses relating to establishing the Company’s business, coupled with a lack of revenues to offset these expenses. We had interest expenses of $81,876 and $127,321 for the three months ended June 30, 2011 and the six months ended June 30, 2011, respectively, which resulted in a net loss of $562,354 and $1,278,453 for the three months ended June 30, 2011 and the six months ended June 30, 2011, respectively.




During the period from May 27, 2010 (SRI’s inception) through June 30, 2011 neither SRC nor its subsidiary SRI had any revenue from operations.  Total exploration stage expenses for the business amounted to $664,496. General and administrative expenses were $911,890. G&A expenses included increased operating expenses for the quarter relating to start-up costs of SRC’s operations and property/lease acquisition costs and professional fees. Professional fees during the period consisted primarily of legal and accounting expenses relating to the filings with the SEC. Professional fees were $304,969.




We incurred a net operating loss $1,881,355 for the period from May 27, 2010 (SRI’s inception) through June 30, 2011. The operating loss for the period is the result of expenses relating to SRI’s initial mineral lease payments and with SRC’s increasing general business expenses relating to establishing the Company’s business, coupled with a lack of revenues to offset these expenses. We had interest expenses of $145,554 from May 27, 2010 (SRI’s inception) through June 30, 2011, respectively, which resulted in a net loss of $2,082,623 from May 27, 2010 (SRI’s inception) through June 30, 2011.




20


Plan of Operation




Steele Resources, Inc. was incorporated in the state of Nevada on May 27, 2010 as 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, SRI 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.





SRI’s business plan will be 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, SRI 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, SRI 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.





SRI will provide its mine development services in one of two ways. The first way is for SRI to acquire part or all of the mineral rights to a designated property and perform the services listed above. SRI 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 SRI on any gold production which is actually achieved. This approach would have SRI acting in the nature of a general contractor.  SRI would prepare the same type of comprehensive mining development plan as described above and assemble the necessary service providers to carry out the plan.





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.












21


Exploration Projects




Comstock-Tyler Project




SRI’s initial exploration project consists of 30 mineral claims covering approximately 600 acres of property owned by the Bureau of Land Management (“BLM”) and referred to as the “Comstock-Tyler Project”. These claims were registered with the BLM on June 7, 2010 and allows SRI the right to conduct thorough mineral and precious metal exploration. Such exploration will be subject to typical notification to the BLM and the Nevada Department of Environmental Protection and the posting of remediation bonds as the exploration process continues. The property is located at Township 16N Range 20E Section 1 which is approximately 5 miles southwest of Virginia City, NV and lies in the historically producing Comstock Mining District. Corresponding property filings have been recorded in the Nevada Counties of Washoe and Storey reflecting SRI’s mineral rights in the Comstock-Tyler Project. In April, 2011 SRI made the decision to abandon the claims related to the Comstock-Tyler project by not making the requisite annual payments to the BLM.




Fairview Hunter Mine Project




The Fairview Hunter Mine Project was acquired through an asset purchase agreement in September, 2010. The property is located approximately 30 miles southeast of Fallon, NV and occupies the northern and central portions of the historic Fairview Mining District. The topography consists of moderate to steep hilly terrain in the southern portion, becoming pediment-covered in the north with gentle slopes and numerous intermittent stream channels. Several old prospects, adits and shafts are scattered throughout the property. The project has recently had drilling conducted and two primary zones have been identified for further drilling.  According to a geologic report on the property, two separate target areas were previously drilled at the Fairview Hunter Project.




Pony Project




On February, 2011, SRI entered into a Mineral Lease Agreement With Option To Purchase with a group of individual land owners in the state of Montana to acquire rights to 17 patented and 67 unpatented mining claims known as the Pony Exploration project (“the Pony Project”). The Project currently contains two active mines operating under a Small Miner Exclusion Statement (SMES).  The Pony Project is located in the Pony Mining District near Pony, Montana. Officers of SRC have met with Montana Department of Environmental Quality (“MDEQ”) officials to discuss permitting for both mining and exploration activities. SRI has filed a preliminary Plan of Operation with the MDEQ required by the SMES for the Pony Project and has been notified that it will be issued permits with the payment of the required bond.





During its due diligence process, SRI began taking samples from the existing underground mine and surrounding claims in order to better define the extent of the potential mineralization. The property has no known mineral reserves. The Pony Project includes both patented and unpatented claims.  There are sixty-seven (67) unpatented lode claims, 20 acres each, for a total of 1,340 acres for the purposes of exploration. There are 17 federal patented lode claims plus fractions that total 322 acres.





Our exploration plan is to perform another 50 drill holes during 2012 in targeted areas resulting in an estimated 25,000 feet of additional drilling results. The estimated 5,000 samples from this drilling program will be tested and analyzed allowing us to prepare extensive geological mapping and prepare feasibility studies for the project. Based on the reported historic production, the regional potential identified in historic geologic reports and SRI’s feasibility studies, SRI will prepare a Plan of Operations required by the SMES for the Pony Project.




22


A&P Project





On February, 2011, SRI entered into a Mineral Lease Agreement With Option To Purchase with a group of individual land owners in the state of Montana to acquire two patented mining claims known as the Atlantic and Pacific Mine located in the Pony Mining District in Montana. (the “A&P Lease”). The A&P Project is part of the Mineral Hill Project properties located 3-5 miles west of Pony, Montana in the Tobacco Roots Mountain Range in Madison County.  The A&P Project consists of two patented mining claims known as the Atlantic and Pacific Mine ("the A&P") located in the Pony Mining District in Montana. The A&P was actively mined in the early 20th Century and produced 128,600 ounces of gold from 1934 to 1941. Chicago Mining also briefly pit mined the project in 1991 but did not finish processing an estimated 12,000 ton stockpile which remains at the mine site. The A&P claim is contiguous with the larger Pony Project and is considered a key piece of the regional mineralization target.  Historic reports by geologists from the Chicago Mining and Newmont Mining companies are available. SRI received an SMES on July 12, 2011, allowing it to conduct removal of dump and stockpiled material and possibly open an adit located on the private/patented land and begin material extraction.




The property currently has no known reserves, only in-house resource calculations established by various companies as noted in Steele Resource’s technical report on the Mineral Hill Project.  Therefore, to establish any reserves, sufficient drilling will be required, and until then, this property is exploratory in nature. SRI received notification in May 2011 that with the payment of the requisite bond, a drilling permit would be issued. SRI received an SMES on July 12, 2011, allowing it to conduct removal of dump and stockpiled material and possibly open an adit located on the private/patented land and begin material extraction.




Copper Canyon Mine




In June, 2011, SRI entered into a Mineral Lease Agreement With Option to Purchase with a corporation  in the state of Idaho to acquire the Salmon Copper Canyon property, (the "Copper Canyon Mine"). The Copper Canyon Mine project is located approximately 37 miles west of North Fork, Idaho on the northern bank of the Salmon River at an elevation of 3,250 feet and is comprised of ten (10) unpatented lode claims. The mine is accessible all year around by a paved, then gravel road maintained by the U.S. Forest Service. According to the Idaho Geological Survey, the mine is within the Mineral Hill District, approximately 17 miles northwest of the Blackbird mine, once a major cobalt producer.





Copper mineralization was first discovered at what is now Copper Canyon Mine in the 1960‟s. Salmon Canyon Copper Company (SCCC) was formed and since that time, over 2,500 feet of drifts and raises have been developed. Most of the workings occur beneath the ore body with a few raises and sublevels intersecting the mineralization situated above. According to Salmon Canyon Copper, the total amount of ore produced by SCCC is estimated to have been less than 1,000 tons. Additional development includes sampling and mapping programs conducted by several companies and a total of twenty-nine (29) drill holes have been drilled on the property.





Hanna Mining Company optioned the property in 1968. They mapped and sampled the workings and conducted a limited drill program focusing on copper mineralization. They drilled seven BX sized core holes and assayed for copper. Cobalt was recognized as being present in the ore, but due to low prices at the time, it was considered unimportant. Sherritt-Gordon performed some additional sampling and mapping in 1978, but no drilling was done.






23


In 1979, Salmon Canyon Copper Company contracted Behre Dolbear & Company as technical advisors to evaluate the economic viability of the property. The report, dated March 12, 1979 discussed previous work and calculates a reserve based on sampling and drilling.





Inspiration Development Company (IDC) became interested in the property in 1979 and conducted a sampling and limited drill program. Their final report dated January 12, 1981 summarizes their sampling and drill results. Since IDC dropped the project in 1981, no further significant work has been completed on the property.




Liquidity and Capital Resources




To continue with the deployment of our business strategies, we will require significant additional working capital. We also will require additional working capital for employment of necessary corporate personnel, and related general and administrative expenses. At June 30, 2011, our cash balance was $3,169.  We have limited cash on hand and we will be required to raise capital to fund our operations. Our ability to meet our current financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders or loans from existing stockholders and management or outside loans. Management believes that our Company's current cash and cash equivalents will not be sufficient to meet our working capital requirements for the next twelve month period. We have had negative cash flow from operating activities as we are in the exploration stage and have not yet begun to generate revenues.  Our Company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities, by way of loans, and such other means as the Company may determine.





In conjunction with the mining claims held or leased by SRI, SRI is obligated to pay claim maintenance fees of approximately $16,000 for Fairview Hunter Mine Project and $12,000 for Mineral Hill over the next twelve months.





We expect near term revenues from the Mineral Hill Project from the removal and processing of the stockpile and dump materials, but do not expect that these revenues will cover long term operating expenses. While we expect exploration of suitable projects to commence during the next twelve months we do not expect revenues from this work to cover our operating expenses which we expect to increase as we implement our business plan. Consequently, we are dependent on the proceeds from other outside sources of capital to sustain our operations and implement our business plan until operating income is sufficient to cover our operating expenses.  If we are unable to raise sufficient capital we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition.  There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.  We may find it necessary to raise additional outside financing which may not be available.  Even if we are able to secure outside financing, it may not be available in the amounts or times when we require.  Furthermore, such financing would likely take the form of bank loans, private placements of debt or equity securities or some combination of these.  The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, lines of credit or debt by SRC would increase its cash flow requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.







24


Project Financing





Joint Venture Agreement Governing Exploration and Development of Pony Project and A&P Project





On February 20, 2011 SRI entered into a Joint Venture Agreement with Innocent Inc. ("INCT"), a Nevada corporation engaged in the financing of exploration and development of mineral properties. The Joint Venture Agreement ("JV") will govern the exploration and operations of mineral rights within the Pony Project and A&P Project jointly referred to as the Mineral Hill Project (the "Mineral Hill Project").





The JV provides terms for INCT to contribute up to $5,000,000 in operating funds over a one year period beginning with the execution of the JV agreement. The parties may jointly extend this period, by mutual agreement. SRI will initially contribute its leases in the Mineral Hill Project into the JV. SRI also agrees to fund the JV with a matching $5,000,000 in operating funds no later than one year following the first $1,000,000 funded by INCT. The JV will govern the operations of the various sites within the Mineral Hill Project wherein the parties to this agreement will initially share 50%-50% joint ownership of the JV, based upon the assumption, each party fulfills its terms and responsibilities pursuant to the LOI and the final JV agreement. If either party fails to contribute the funds committed to, that party’s interest in the JV will be reduced. SRI will be responsible for operations of the JV.





As of June 30, 2011, INCT has funded $540,000 of its initial funding obligation of $1,000,000. On April 14, 2011 the Company notified INCT that it was in default under the JV Agreement. The parties have held subsequent discussions and on May 2, 2011 the parties agreed that the Company would not pursue its default remedies and would allow INCT additional time to fund the balance of the $460,000 initial funding obligation so long as INCT demonstrated good faith efforts to complete its initial funding obligation of $1,000,000 On July 22, 2011 SRI delivered a notice terminating the JV Agreement following INCT's failure to fund the balance of $460,000 or to provide credible documentation that funding was or would be available. The mutual termination of the JV Agreement is subject to the negotiated return of the $540,000 previously funded by INCT, the refund will be completed within 90 days of termination. SRI has assumed 100% ownership of the Mineral Hill Project.





Drawdown Equity Financing Agreement





On January 14, 2011, we entered in to a drawdown equity financing agreement and registration rights agreement (collectively the “Agreements”) with Auctus Private Equity Fund, LLC (“Auctus”).  In accordance with the Agreements, Auctus has committed, subject to certain conditions set forth in the Agreements, to purchase up to $10 million of the Company’s common stock over a term of up to three (3) years.  Although the Company is not mandated to sell shares under the Agreement, the Agreement gives the Company the option to sell to Auctus shares of common stock at a per share purchase price equal to 95% of the average of the lowest closing bid price of the common stock of any two trading days during the five trading days following the Company’s delivery of a Drawdown Notice to Auctus (the “Notice”).  At its option, the Company may set a floor price under which Auctus may not sell the shares which were the subject of the Notice.  The floor price shall be a minimum price determined by the Company or 75% of the average closing price of the stock over the preceding ten (10) trading days prior to the Notice and can be waived at the discretion of the Company.  The maximum amount of Common Stock that the Company can sell pursuant to any Notice is the greater of (i) an amount of the shares with an aggregate maximum purchase price of $500,000 or (ii) 200% of the average daily trading volume based on the 10 days preceding the Notice date.








25


Auctus is not required to purchase the shares unless: a) the shares which are subject to the Notice have been registered for resale and are freely tradable in accordance with the federal securities laws, including the Securities Act of 1933, as amended; and b) under certain conditions which are set forth in the Agreements, and which are outside of Auctus’ control.  The Company is obligated to file and did file on February 10, 2011 with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1, covering the sale of up to 4,000,000 shares of common stock to Auctus. The Company must use all commercially reasonable efforts to have such registration statement declared effective by the SEC within 120 days of filing.  The Company has agreed to pay Auctus an aggregate amount of $10,000 as an origination fee with respect to the transaction.





In August, 2011 the Company made the decision to not proceed with the proposed financing arrangement with Auctus. The Company has decided to pursue other means of financing its operations through its existing investment banking relationships. In light of the above the Company has decided to withdraw its pending S-1 Registration statement, which was primarily intended to register the shares under the Auctus agreement.





Factors Affecting Future Operating Results




We continue to deploy our plan to place the Company on an improved financial footing. In addition to the significant capital raisings already achieved and the securities placements in 2011, an important element of the plan includes continuing to raise funding as may be required to provide for operations on our various property sites. If we continue to secure required financing on acceptable terms, we believe we will be in a position to execute our business plan on our property sites.




Off-Balance Sheet Arrangements




During the six months ended June 30, 2011, we did not engage in any off-balance sheet arrangements defined in Item 303(a) (4) of the SEC’s Regulation S-K.




ITEM 4 – CONTROLS AND PROCEDURES




Disclosure Controls and Procedures




We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 (e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.





At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) of the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.




26





Changes in Internal Control Over Financial Reporting.





There was no change in our internal control over financial reporting that occurred during the last fiscal quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.






PART II - OTHER INFORMATION





ITEM 1A - RISK FACTORS





SRI has no operating history which makes the evaluation of its future business prospects difficult.





The Company has only recently changed its business to focus on the natural resource sector which new business will be carried out primarily by its wholly-owned subsidiary, SRI. SRI is a development stage company which only recently was formed and commenced its business. Consequently, it has no operating history and an unproven business strategy which makes any forecast of its revenues very difficult. SRI’s primary activities to date have been the design of its business plan and identifying potential advanced stage gold exploration projects which fit SRI’s project profile. As such we may not be able to achieve positive cash flows and our lack of operating history makes evaluation of our future business and prospects difficult. SRI has not generated any revenues to date. The Company’s success is dependent upon the successful identification and development of suitable mineral exploration projects. Any future success that we might achieve will depend upon many factors, including factors beyond our control which cannot be predicted at this time. These factors may include but are not limited to: changes in or increased levels of competition; the availability and cost of bringing exploration stage projects into production; the amount of gold reserves identified and the market price of gold and other metals. These conditions may have a material adverse effect upon SRI’s and the Company’s business operating results and financial condition.





SRI expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses which could delay or prevent SRI from achieving profitability.





As SRI’s business grows and expands, it will spend substantial capital and other resources on developing its exploration projects, establishing strategic relationships and operating infrastructure.  SRI expects its cost of revenues, property development, and general and administrative expenses, to continue to increase.  If revenues do not increase to correspond with these expenses or if outside capital is not secured, there may be a material adverse effect on our business, cash flow and financial condition.





We will need to raise funds through debt or equity financings in the future, which would dilute the ownership of our existing stockholders and possibly subordinate certain of their rights to the rights of new investors or creditors.





We expect to raise additional funds in debt or equity financings if they are available to us on terms we believe reasonable to provide for working capital, carry out exploration programs or to make acquisitions.  Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our common stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders of our common stock in connection with an acquisition of the Company.  Additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights and the value of our common stock and would have to be repaid from future cash flow.




27


Our business will depend on certain key SRI personnel, the loss of whom would adversely affect our chances of success.





SRI’s success depends to a significant extent upon the continued service of its senior management and key executives.  We do not have “key person” life insurance policies on or any employment agreement with any of our officers or other employees.  The loss of the services of any of the key members of senior management, other key personnel or consultants, or our inability to retain high quality subcontractor and mining personnel may have a material adverse effect on our business and operating results.





Current management will be able to control the Company.





Current officers and Directors of SRC own common stock of the Company representing 65% of the Company’s outstanding common stock.  Accordingly, Scott Dockter and other Directors will have the ability to control the affairs of the Company for the foreseeable future.





If the Company fails to raise additional capital to fund its business growth and project development, the Company’s mineral resource exploration business could fail.





The Company anticipates having to raise significant amounts of capital to meet its anticipated needs for working capital and other cash requirements for the near term to explore its mining properties.  The Company will attempt to raise such capital through the issuance of stock or incurring debt. However, there is no assurance that the Company will be successful in raising sufficient additional capital. While the Company has entered into certain arrangements for future financing, there can be no assurance that additional financing will be available to it.  If adequate funds are not available or are not available on acceptable terms, our ability to fund SRI’s exploration projects, take advantage of potential acquisition opportunities, develop or enhance its properties or respond to competitive pressures would be significantly limited.  Such limitation could have a material adverse effect on the Company’s business and financial condition.





Inadequate market liquidity may make it difficult to sell our stock.





There is currently a limited public market for our common stock, but we can give no assurance that there will always be such a market.  Only a limited number of shares of our common stock are actively traded in the public market and we cannot give assurance that the market for our stock will develop sufficiently to create significant market liquidity and stable market prices.  An investor may find it difficult or impossible to sell shares of our common stock in the public market because of the limited number of potential buyers at any time or because of fluctuations in our market price.  In addition, the shares of our common stock are not eligible as a margin security and lending institutions may not accept our common stock as collateral for a loan.





A decline in the price of gold and other resources will adversely affect our chances of success.





The price of gold has experienced an increase in value over the past several years, generally reflecting among other things relatively low interest rates in the United States; worldwide instability due to terrorism; and a continuing global economic recession. We believe that the economic conditions causing these high market valuations will continue for the foreseeable future. However the price of gold and silver can be very volatile and is subject to numerous factors beyond our control including industrial and jewelry demand, inflation, the strength of the US dollar, interest rates and the amount of global economic instability. Any significant drop in the price of gold or other natural resources will have a materially adverse effect on the results of our operations unless we are able to offset such a price drop by substantially increased production.





28


We have not yet identified all properties that we intend to develop.





SRI has, to date, identified and acquired mineral interests in several exploration projects. We will continue to seek and identify additional suitable exploration properties, which is a subjective process depending in part on the quality of available data and the assumptions used and judgments made in interpreting such data. There is significant uncertainty in any resource estimate such that the actual deposits encountered or reserves validated and the economic viability of mining the deposits may differ materially from our expectations.





We may lose rights to properties if we fail to meet payment requirements or development or production schedules.





We expect to acquire rights to some of our mineral properties from leaseholds or purchase option agreements that require the payment of option payments, rent, minimum development expenditures or other installment fees or specified expenditures. If we fail to make these payments when they are due, our mineral rights to the property may be terminated. This would be true for any other mineral rights which require payments to be made in order to maintain such rights.





Some contracts with respect to mineral rights we may acquire may require development or production schedules. If we are unable to meet any or all of the development or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we may be required in certain instances to pay for government permitting or posting reclamation bonds in order to maintain or utilize our mineral rights in such properties. Because our ability to make some of these payments is likely to depend on our ability to generate internal cash flow or obtain external financing, we may not have the funds necessary to meet these development/production schedules by the required dates.





Gold exploration is highly speculative in nature, involves substantial expenditures and is frequently non-productive.





Success in gold or other mineral exploration is dependent upon a number of factors including, but not limited to, quality of management, quality and availability of geological data and the expertise to interpret it and availability of exploration capital. The exploration process can be long and costly. Due to these and other factors, the probability of our identifying individual prospects having commercially significant reserves cannot be predicted. It is likely that many of the projects considered will not contain any commercially viable reserves. Consequently, substantial funds may be spent on project evaluation which may identify only a few, if any, projects having commercial development potential. In addition, if commercially viable reserves are identified, significant amounts of capital will be required to mine and process such reserves.





Mineral exploration and mining are highly regulated industries.





Mining is subject to extensive regulation by state and federal regulatory authorities. State and federal statutes regulate environmental quality, safety, exploration procedures, reclamation, employees’ health and safety, use of explosives, air quality standards, pollution of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining property owners. We will strive to verify that projects being considered are currently operating in substantial compliance with all known safety and environmental standards and regulations applicable to each state in which the properties are located. However, there can be no assurance that our compliance review could be challenged or that future changes in federal or state laws, regulations or interpretations thereof will not have a material adverse affect on our ability to establish and sustain mining operations.





29


The Auditor’s Report states there is substantial uncertainty about the ability of SRC or SRI to continue its operations as a going concern.





In their audit report dated March 31, 2011 included in SRC’s Form 10-K filed with the SEC on March 31, 2011, our auditors included a “going concern” caveat that expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We believe that if we do not raise additional capital from outside sources in the near future and generate revenues in the foreseeable future, we may be forced to delay or abandon the implementation of our business plans.





Management may be unable to implement its business strategy.





The Company’s business strategy is to service the niche market between speculative exploration and large scale production, the latter of which is dominated by industry majors. SRI plans to identify and develop smaller exploration projects that have already been established as project worthy. There is no assurance that we will be able to identify and provide our services to such “project worthy” properties. In addition, even if we find and develop such project worthy properties, the time and cost of development may exceed our expectations or, when developed, the amount of gold or other precious metals recovered may fall significantly short of our expectations thus providing a lower return on investment or a loss to the Company.





ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES





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.




In January 2011, the Company issued a convertible note for $32,500 to one entity. The note bears interest at 8% per annum and is due September 30, 2011. The conversion price shall be 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.





In April 2011, the Company issued a convertible note for $37,500 to one entity. The note bears interest at 8% per annum and is due January 11, 2012. The conversion price shall be 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.





In May 2011, the Company issued a convertible note for $32,500 to one entity. The note bears interest at 8% per annum and is due March 12, 2012. The conversion price shall be 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.





In June 2011, the Company issued convertible notes for $52,500 to one entity. The notes bear interest at 6% per annum and are due June 7, 2012. The conversion price shall be 65% of the average of the lowest three closing bid prices in the 15 trading days ending one day before notice of conversion is given.





In May 2011, the Company issued convertible notes for a total $35,000 to two individuals. The notes bear interest at 20% per annum and was due June 13, 2011. The conversion price is $0.15. Both note holders have extended the due date for the notes until the Company secures adequate alternative financing.


30





In June 2011, the Company issued convertible notes for a total $20,000 to two individuals. The notes bear interest at 20% per annum and was due July 30, 2011. The conversion price is $0.15. Both note holders have extended the due date for the notes until the Company secures adequate alternative financing.





In June, 2011, the Company sold 50,000 shares of common stock of the Company to one individual for $6,000. The sale was made to one individual in a private, negotiated transaction without any public solicitation.





ITEM 5.  OTHER INFORMATION





On February 10, 2011 the Company filed an S-1 Registration Statement seeking to register up to 4,500,000 shares on behalf of Auctus Private Equity Fund LLC and three other selling shareholders. On April 14, 2011 the Company filed a Pre-Effective Amendment #1 to the Registration Statement in response to SEC Staff comments. In August, 2011 the Company made the decision to not proceed with the proposed financing arrangement with Auctus. The Company has decided to pursue other means of financing its operations through its existing investment banking relationships. In light of the above the Company notified the SEC on August 12, 2011 that it withdrew its pending S-1 Registration statement, which was primarily intended to register the shares under the Auctus agreement.




On April 15, 2011 the Company’s Board of Directors approved a 1-for-3 reverse stock split of the Company’s outstanding common stock. The reverse stock split was effective as of May 2, 2011 at which time the Company’s outstanding common shares changed from 101,633,334 to approximately 33,877,778 and its number of authorized shares of common stock reduced from 900 million to 300 million shares. Any fractional shares resulting from the reverse stock split were rounded-up to the next whole share.




ITEM 6.EXHIBITS




The following documents are filed as exhibits to this report:





31.1
Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).31.2
Certification of Principal Accounting Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).32.1
Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. – Section 1350.













31






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 CORPORATIONDated:  August 15, 2011
/s/ A. Scott DockterA. Scott DockterChief Executive OfficerDated:  August 15, 2011
/s/ David BridgefordDavid BridgefordChief Financial Officer































































32