Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 2)
[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 |
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.
EXPLANATORY NOTE – The Registrant is amending this Form 10-Q to file certain promissory notes as additional exhibits. Except as set forth herein, there are no other changes to the disclosures in the Form 10-Q for the quarter ended June 30, 2011 previously filed with the SEC.
INDEX
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PART II - OTHER INFORMATION
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 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 May 2011, the Company issued convertible notes for a total $35,000 to two individuals. The note bears 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.
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 June 2011, the Company issued convertible notes for a total $20,000 to two individuals. The note bears 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 6. - EXHIBITS
The following documents are filed as exhibits to this report:
| 4.1 | Convertible Promissory Notes. |
| 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. |
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In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STEELE RESOURCES CORPORATION | |
| Dated: November 7, 2011 | /s/ A. Scott Dockter |
| A. Scott Dockter | |
| Chief Executive Officer | |
| Dated: November 7, 2011 | /s/ David Bridgeford |
| David Bridgeford | |
| Chief Financial Officer |
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