STEELE RESOURCES CORP (Form: 10-12B/A, Received: 01/20/2017 06:04:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act Of 1934

Steele Oceanic Corporation

(Name of Registrant as specified in its charter)

Oklahoma	81-3539189
(State or other jurisdiction of incorporation or jurisdiction)	(I.R.S. Employer Identification Number)

2658 Del Mar Heights Rd. # 520 Del Mar, CA 92014

(Address of principal executive offices)

Registrant's telephone number, including area code: (858)847-9090

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common stock, par value $.0001	None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	[X]

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Item No.	Description	Page

1	Business	2
1A	Risk Factors	7
2	Financial Information	13
3	Description of Properties	15
4	Security Ownership of Certain Beneficial Owners and Management	16
5	Directors and Executive Officers	16
6	Executive Compensation	18
8	Legal Proceedings	21
9	Market Price of and Dividends on our Common Equity and Related Shareholder Matters	21
10	Recent Sales of Unregistered Securities	23
11	Description of Registrant's Securities to be Registered	23
12	Indemnification of Officers and Directors	24
13	Financial Statements and Supplementary Data	25
14	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
15	Financial Statements and Exhibits	26
	Signatures	27

	Index to Financial Statements	28

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EXPLANATORY NOTE

We are filing this General Form for Registration of Securities on Form 10 to register our common stock, par value $.0001, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

As a result of filing this Form 10, we will be subject to the requirements of Regulation 13A under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g). Unless otherwise noted, references in this registration statement to the "Company," "we," "our" or "us" means Steele Oceanic Corporation, an Oklahoma corporation. Our principal place of business is located at 2658 Del Mar Heights Rd. Suite 520 Del Mar, CA 92014 (email: slandow@gmail.com). Our telephone number is (858) 847-9090.

FORWARD LOOKING STATEMENTS

There are statements in this registration statement that are not historical facts. These "forward-looking statements" can be identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Registration Statement carefully, especially the risks discussed under "Risk Factors." Although management believes that the assumptions underlying the forward-looking statements included in this Registration Statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration Statement will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

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PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Steele Oceanic Corporation (the "Company" or "Steele Oceanic"), was established to develop and build a vertically integrated holding company in the international seafood industry. The Company was formed as a result of a Reorganization, as more fully disclosed below under "Reorganization."

The Seafood Industry: Background and the important role of Vertical Integration.

The Seafood industry is diverse and fragmented with an estimated $400 Billion in Annual Revenues globally in 2015. [undercurrent news 10/6/15].

Historically, companies have specialized in a single seafood species segments within the value chain. The Seafood industry is broken down into three main segments with a fourth, we believe, rapidly emerging:

v	Harvesting

·	Commercial Fishing

·	Aquaculture Production (Farming vs. Wild Catch)

v	Processing

·	Primary – cleaning; sorting; freezing; filleting and packaging

·	Secondary – creation of processed products for ready meals or meal components

v	Distribution

·	Wholesale – U.S. Foods/Sysco Distributors

·	Retail – Supermarkets; Specialty Seafood Stores

·	In-Trade – Hotels; Restaurants & Institutional

Emerging Fourth Segment - Fish Feed – as Aquaculture continues to grow, the Fish Feed sub-category is expected to produce strong annual growth. A fifth year of fishmeal shortages is leading to a rush of mergers and acquisitions as companies including Cargill Inc. seek to meet demand for seafood that's growing faster than for beef, poultry or pork. [Bloomberg Feb 15, 2016]

Catalysts to the Opportunity: 2015 was extremely turbulent for the Seafood Industry, as seen by the $5 Billion drop in turnover by the World's 100 Largest Seafood Companies, resulting in several bankruptcy filings 2013-2015, a result of overleverage in the sector.

[undercurrent news 10/6/15].

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Management contends that this 'Perfect Storm' business environment, one of the largest in the past 75 years, set a unique landscape on which to build a vertically integrated International Seafood enterprise and execute a Roll-up Strategy in the industry.

Management believes that a business opportunity is available as a result of many wholesale companies that we contend were unable to complete existing orders or enter new orders for their longtime customers. Under normal circumstances, those customers may never have considered an alternative resource like Steele Oceanic but under the current conditions, we intend to expand our customer base by proving an alternative source to their orders.

As the markets begin to settle, Steele Oceanic is positioning itself to acquire assets of established companies, (now in need of a safe harbor to join), at a substantial discount to the premium normally expected for acquisitions and is in some cases, an actual discount to today's market values.

The Vision for Steele Oceanic: Utilizing a public entity to become one of the limited number of remaining 'buyers' in the growing number of motivated sellers in the small-middle tier entities. (See Acquisition of Global Seafood International, Inc. below)

During a consolidation market, management has observed that the number of the potential buyers group shrinks but the supply of inventory for sale at the small and medium size business categories actually grows. Management's vision is to utilize our status as a public entity to attract those smaller and medium entities.

M&A Strategy:

Steele Oceanic will focus its purchases on seafood companies that are too small to be of interest to the largest buyers and no longer viable as a stand-alone entity competing in the overall Seafood market.

These are the historically solid businesses that in all likelihood are not able to continue to complete and survive with what is left in the marketplace. With owners in their 60's and 70's with either no family members wanting to, or capable of, taking over the business, they now discover there are few buyers looking to cash out their lifetime of work.

The challenge for smaller companies is that retailers only want to stock a certain number of brands on their shelves. Access to retail shelf space and management succession issues are all making it more difficult for small independent companies to complete with the bigger players.

With few if any alternatives, these companies, in our assessment, will sell at discounts to historical values before the consolidation began and be very flexible with regards to terms and accepting the majority of the price in paper.

The acquisitions made in the small to medium size categories tend, in our observation, to be completed at smaller premiums. Private companies get valued substantially lower because there is no public market, which adds value because of the liquidity factor. Private acquisitions often stem from the seller's need to get out rather than the buyer's desire for a purchase.

Model Objectives and Exit Strategy

Focus on the Supply Side:

Vertical Integration: Moving forward, a successful roll-up strategy in the Seafood industry must include Vertical Integration as a core element to effectively drive revenues and profits. Building a business that incorporates ownership and control from harvesting to processing and distribution can enable the Company to:

·	Achieve operational synergies, cost reductions and higher margins;

·	Maintain quality control as traceability of the end product has become a major emphasis for food safety; and

·	Establish faster distribution to customers and have the built-in ability to adapt quickly to the changing demands of customers

Improve the acquired company's performance: Improving the performance of the target company is one of the most common value-creating acquisition strategies. The strategy is to buy a company and radically reduce costs to improve margins and cash flows. In some cases, the acquirer may also take steps to accelerate revenue growth.

Size : The increase in size will also enable the Company to meet the expectations of the significant customers who are looking for vendors who can deliver product in larger enough volumes to accommodate their growth and market coverage.

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Margins : The aim of these transactions is to take advantage of greater size, bring on more sophisticated management, and reduce costs. Additional profits, we contend, can be achieved by taking advantage of the economies of scale and expanding a company's footprint. Larger companies have stronger negotiating influence; (example: more buying power to purchase goods in bulk). Fewer vendor choices can reduce discounting; stabilize margins and create the opportunity to increase pricing.

Dynamics : To achieve the expected cost savings and economies of scale, the new combined entity will eliminate infrastructure duplications.

Ability to be more aggressive with key acquisition targets by minimizing overall debt: The best way to create value from an acquisition is to buy cheap—in other words, at a price below a company's intrinsic value. Such opportunities can be brief moments when Markets, for example, sometimes overreact to negative news, such as an unavoidable worldwide event, (weather, nature, political change) or the failure of a single product in a portfolio with many strong ones.

With the majority of the purchase price to be paid in Company securities, the Company can make superior offers to a potential acquisition targets because they are not reliant on finding additional capital for a higher offer. Management strategy of having less debt than competing companies of similar size, not only delivers stronger earnings with less constraints due to a heavy debt load. It also keeps 'dry powder' available when time is limited and flexibility is needed to take advantage of market dynamics, which may cause a short term drop in the cost of raw materials or speed up a sense of urgency to a potential target due to cash flow issues.

Accelerate market access for the new and existing companies' products: Often relatively small companies with innovative products have difficulty reaching the entire potential market for their products. By adding access to the existing customer base of the core company itself, new products can achieve cost effective production levels with better margins sooner, if not immediately.

Reorganization

Steele Oceanic Corporation, an Oklahoma Corporation ("Steele Oceanic") was the resulting corporation arising from a reorganization into a holding company structure (the "Reorganization").

To effect the Reorganization, Steele Oceanic was formed by Steele Resources Corporation, an Oklahoma corporation, ("Steele Resources") as its direct and wholly owned subsidiary, and, in turn, Steele Oceanic formed SELR PRE, Inc., an Oklahoma corporation ("Merger Sub") as a wholly owned subsidiary of Steele Oceanic. The holding company organizational structure was implemented pursuant to Section 1081(g) of the Oklahoma General Corporation Act ("Oklahoma Act") by the merger of Steele Resources with and into Merger Sub. Merger Sub survived the merger as a direct, wholly owned subsidiary of Steele Oceanic.

Background

Steele Resources Corporation was originally incorporated in Nevada on February 12, 2007. Steele Resources (formerly Steele Recording Corporation) was a U.S. exploration and mining company, 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 Steele Resources Corporation and Steele Resources Corporation and certain stockholders of Steele Resources Corporation Pursuant to the Reorganization, Steele Resources Corporation acquired all of the issued and outstanding shares of Steele Resources Corporation, a Nevada Corporation ("SRI"), formed in May 2010. From an accounting perspective, Steele Resources Corporation was the acquirer.

On July 18, 2008, Steele Recording Corporation became a reporting company under Section 12(g) of The Securities Exchange Act of 1934. Steele Resources (formerly "Steele Recording Corporation") filed its annual and quarterly reports, wherein the last report filed was the annual report for the period March 31, 2014. On July 11, 2016, Steele Resources filed a Form 15-12G and terminated its reporting responsibility. There were no other financial reports filed between March 31, 2014 and July 11, 2016.

On July 22, 2016, Steele Resources implemented a domicile change from Nevada to Oklahoma by creating and merging into Steele Seafood Corporation ("Steele Seafood"), an Oklahoma corporation. The domicile change was approved by the Oklahoma Secretary of State. The domicile change was approved by the Board of Directors and the majority shareholders of Steele Resources.

Holding Company Reorganization

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On August 26 2016, Steele Oceanic was incorporated under the Oklahoma General Corporation Act ("Oklahoma Act") as a wholly owned subsidiary of Steele Resources Corporation. On the same date, Merger Sub was incorporated under the Oklahoma Act as a wholly owned subsidiary of Steele Oceanic. On the day of incorporation of Steele Oceanic and Merger Sub, Steele Oceanic became the parent/successor issuer pursuant to Section 1081(g) of the Oklahoma Act under an Agreement and Plan of Merger ("Reorganization") which was executed by Steele Resources Corporation, Steele Oceanic, and Merger Sub under the Agreement, Steele Resources Corporation merged into Merger Sub and Steele Resources Corporation ceased to exist, wherein Merger Sub became the survivor and successor under Section 1088 of the Oklahoma Act, having acquired all of Steele Resources Corporation's assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Steele Oceanic became the parent and the Holding Company of Merger Sub under the Reorganization which was in compliance with Section 1081(g) of the Oklahoma Act at the time of the Reorganization, Steele Oceanic as successor issuer had less than 300 shareholders .

Upon consummation of the Reorganization, each issued and outstanding equity of the former Steele Resources Corporation was transmuted into and exchanged for an identical equity structure of Steele Oceanic (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions. Upon consummation, Steele Oceanic was the issuer since the former Steele Resources Corporation equity structure was transmuted pursuant to Section 1081(g) into current issued and outstanding equities of Steele Oceanic.

Reverse Stock Split

On July 22, 2016, Steele Resources implemented a four thousand to one reverse stock split of its issued and outstanding common shares. As of the date of this filing, an ex-dividend date implementing the reverse stock split has not been implemented as an ex-dividend date has not been set by the Financial Industry Regulatory Authority, Inc. (hereby and through the filing, referred to as "FINRA")

Acquisition of Global Seafood International, Inc. (GSI)

Steele Oceanic currently conducts the majority of its operations through its wholly owned operating subsidiary, Global Seafood International, Inc., (GSI), which it acquired on October 1, 2016 in an all-stock transaction.

On October 1, 2016, the Company completed a Stock Purchase Agreement for GSI. As consideration for the transaction, the Company provided Global 2.0, 284,490 shares of Series B Convertible Preferred Stock. These Series B Preferred Shares are not subject to the reverse stock split discussed otherwise in this filing and would convert into 284,490 shares of common stock at the discretion of sellers of Global 2.0. In the event the sellers of Global 2.0 determined to convert their Series B Preferred Shares, based on the current issued and outstanding shares and shares reserved for issuance as of the date herein, would receive 9.48% of the issued and outstanding shares of common stock on a post-split basis. Steele Oceanic currently holds all the issued and outstanding shares of GSI.

GSI began its first year of business in 2016, operating primarily as a 'trading company', acquiring inventories at record low prices when many buyers were constrained by line of credit reductions or cut off completely and continues to engage in this business subsequent to the acquisition by Steele Oceanic on October 1, 2016.

Chilean Aquaculture and the Company's focus on the Southern Most Regions

In 2016, GSI developed a purchasing strategy focused on Salmon produced in the furthest south waters in Chile. This is a very significant and differentiable aspect of Steele Oceanic's business plan

Chilean aquaculture began in experimentation in the early 1970's. Industrial level production began in the late 1970's, growing through the 1980's & 1990's until it represented 34% of the world's production by 2003. In 2005, Chile expected to export $1.5 billion worth of fresh-packed salmon, with 40 percent of it coming to the United States.

In 2007, Chile's salmon industry faced a severe challenge as the virus, infectious salmon anemia ("ISA"), was first reported at a Chilean salmon farm. It quickly spread through southern Chile, disrupting a fishing business that had become one of the country's biggest exporters during the past 15 years. (In 2007, Salmon revenues in Chile reached its highest point, exporting about 76,500,000 tons.) The Chilean industry suffered more than a billion dollars in losses and saw its production of Atlantic salmon fall by half.

The solution was an Antibiotic/Anti-parasitic program initiated by the largest farms and producers in 2009. Mortality rates dropped from a high of 25% to an average of 15.2% by 2014.

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In mid-2014, the negative impact of Chilean salmon industry's use of the antibiotic oxytetracycline, (put into the feed to fight against the persistent and widespread disease) began surfacing when agencies started to report increasing evidence that the antibiotic was no longer working effectively.

In May 2015, Walmart and Costco announced they were transitioning to 100% 'antibiotic free' Salmon. [ Undercurrent News June 11, 2015 ].

Out of chaos comes opportunity: Having not participated in the original wave of investments developing the Chilean salmon industry and fortunately missing the billion dollar losses resulting from the i nfectious salmon anemia ("ISA") virus and subsequent second round of losses from the antibiotic quagmire, this opportunity, we believe, was ideally tailored for the newly started Global Seafood business.

In the Chilean salmon business, heavy antibiotic usage to fight the ISA virus has raised concerns and disrupted sales, as water temperatures warmed creating a strong environment for 'sea lice' to thrive.

There is one region in the area south of the Strait of Magellan, known for being prime conditions for salmon farming due to the frigid temperatures. This area is considered Antarctic waters, isolated from the warmer farming areas further north that have been heavily hit by the ISA virus.

This region has not required antibiotics; however, it still suffered from the same stigma as the regions much further north, mistakenly because it is a salmon product from Chile. Known as Region 12, the Company has focused its purchases from here, enabling it to position itself as a clean and reliable supplier, while others have been forced to invest heavily to develop alternatives to antibiotic usage.

Chilean salmon represents a tremendous opportunity for our Company to expand horizontally.

Management and Employees

Carlos Faria – Managing Director/Steele Oceanic Corporation/Operations:

Before joining Steele Oceanic, Mr. Faria was Senior Vice President – Procurement at AquaStar, the largest operating company in the Red Chamber Group, a $3 Billion vertically integrated leader in the International Seafood market. (www.aquastar.com). During his tenure, he developed 4 new product lines with over 50 new sku's. From 2012 – 2015 he served as Vice President of Operations at Chicken of the Sea Frozen Foods, the largest operating company in the Thai Union Group, a $5 Billion diversified international seafood company, (www.thaiunion.com). As Head of East Coast operations, he was an integral part of the management team that brought revenues from $400 Million to $950 Million in four years. He began his career at Citibank, N.A. as an International Business Analyst in Caracas, Venezuela.

Pedro Veganzones – Managing Director/Operations:

Since 2001, Mr. Veganzones has held senior positions in the Chilean Seafood Industry, where he was personally responsible for the development of new relationships with some of the largest wholesale/retail seafood procurement companies in the United States and Asia. His skills negotiating with clients and managing interdepartmental teams have proven key to increasing the value of companies through improved management strategies. His expertise includes fresh and frozen Salmon, Steelhead, Coho, Mussels and Crab products. Mr. Veganzones had risen to the position of National Sales Director, USA, prior to joining GSI in 2016.

Scott D. Landow – Founding Partner: A serial entrepreneur with over 30 years' experience building and executing business plans in: Investment Banking; Specialty Retail; Medical Equipment; Beverages & Sports Nutrition, successfully conducting business from East Asia, U.S. to China, Japan, Korea and the Middle East. Mr. Landow specializes in building business strategies for emerging growth companies that have plateaued using their own momentum. He has been the CEO/Chairman of several public companies, typically in a 'transitional role' for a few years, aggregating and integrating new resources and managerial expertise to lead the next evolution and growth. For the past several years he has also been an Adjunct Professor of Entrepreneurship at California State University.

The Company has no full-time employees

The Company has engaged several independent contractors to act as Advisors and to facilitate for the sponsorship for the Company's purchasing and distribution services. The independent contractors are compensated in monthly by check.

REGULATORY MANDATES

No industry specific governmental approvals are needed for the operation of our business.

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REPORTS TO SECURITY HOLDERS

We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC"). We are not including the information contained in any website as part of, or incorporating it by reference into, this report on Form 10.

As a result of its filing of the original Form 10, the Company will be become subject to the reporting obligations of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These obligations include filing an annual report under cover of Form 10-K, with audited financial statements, unaudited quarterly reports on Form 10-Q and the requisite proxy statements with regard to annual shareholder meetings. The public may read and copy any materials the Company files with the Securities and Exchange Commission (the "Commission") at the Commission's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0030. The Commission maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.

ITEM 1A- RISK FACTORS

The following risk factors should be considered carefully in addition to the other information contained in this Form 10 report. This report contains forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause our customers' or our industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. "Risk Factors," "Management's Discussion and Analysis" and "Business," as well as other sections in this report, discuss some of the factors that could contribute to these differences.

The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN OR REFERRED TO IN THIS REPORT, BEFORE PURCHASING SHARES OF OUR COMMON STOCK. THERE ARE NUMEROUS AND VARIED RISKS, KNOWN AND UNKNOWN, THAT MAY PREVENT US FROM ACHIEVING OUR GOALS. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES WE WILL FACE. IF ANY OF THESE RISKS ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATION MAY BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND INVESTORS IN OUR COMMON STOCK COULD LOSE ALL OR PART OF THEIR INVESTMENT. THE INFORMATION IN THIS PROSPECTUS IS COMPLETE AND ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS, BUT THE INFORMATION MAY CHANGE AFTER SUCH DATE.

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED, OR PLANNED.

BECAUSE WE HAVE A SHORT OPERATING HISTORY UNDER OUR CURRENT MANAGEMENT, THERE IS LIMITED INFORMATION UPON WHICH YOU CAN EVALUATE OUR BUSINESS.

Steele Oceanic was formed on August of 2016, but it did not begin operations in its current line of business until its acquisition of Global Seafood International, Inc. on October 1, 2016. [Global Seafood had operations for the entire calendar year.] As such, we have not engaged in a sufficient amount of consistent activity over a sustained period of time to establish an operating history in our current line of business, except through our wholly owned subsidiary, Global Seafood International, Inc.. Since beginning operations in our current line of business, we have not been profitable, and we have limited financial results upon which you may judge our potential. As of October 31, 2016, our profits totaled $29,936.

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You should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stage of development, particularly companies in the rapidly evolving market for medical products and services. To be successful in this market, we must, among other things: attract and maintain a broad base of large and small customers; increase awareness of our concept; develop and introduce functional and attractive product and service offerings; respond to competitive and technological developments; attract, integrate, motivate and retain qualified personnel; and continue to build and expand our operational structure to support our business. We cannot guarantee that we will succeed in achieving these goals, and our failure to do so would have a material adverse effect on our business, prospects, financial condition and operating results. Our predecessor company experienced in the past under-capitalization and liquidity problems, which limited its ability to successfully bring its development-stage products to marketability. From time to time, the Company has had to pass on opportunities associated with business and product acquisitions because the capital was not available to consummate the proposed transactions. Similarly, we will require additional capital in order to execute our current business plan. As a development-stage business, we may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. As a result of these factors, other factors described herein and unforeseen factors, we may not be able to successfully implement our business model.

WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS.

Based on our current operating plan, we anticipate that we will need additional capital in the near future. We currently do not have any commitments for additional financing. We cannot be certain that additional financing will be available when and to the extent required or that, if available, it will be on acceptable terms. If adequate funds are not available on acceptable terms, we may not be able to fund our expansion, develop or enhance our products or services or respond to competitive pressures. In that event, stockholders could lose their entire investment. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our current stockholders will be diluted.

ALL OF OUR SIGNIFICANT CUSTOMER CONTRACTS AND SOME OF OUR SUPPLIER CONTRACTS ARE SHORT-TERM AND MAY NOT BE RENEWABLE ON TERMS FAVORABLE TO US, OR AT ALL.

All of our customers and some of our suppliers operate through purchase orders or short-term contracts. Though we have long-term business relationships with many of our customers and suppliers and alternative sources of supply for key items, we cannot be sure that any of these customers or suppliers will continue to do business with us on the same basis. Additionally, although we try to renew these contracts as they expire, there can be no assurance that these customers or suppliers will renew these contracts on terms that are favorable to us, if at all. The termination of, or modification to, any number of these contracts may adversely affect our business and prospects, including our financial performance and results of operations.

A DECLINE IN DISCRETIONARY CONSUMER SPENDING MAY ADVERSELY AFFECT OUR INDUSTRY, OUR OPERATIONS, AND ULTIMATELY OUR PROFITABILITY.

Luxury products, such as premium grade Crab meat or Salmon, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable income may affect the seafood industry more significantly than other industries. Many economic factors outside of our control could affect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax rates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.

WE OPERATE IN A HIGHLY-REGULATED INDUSTRY, AND REGULATORY CHANGES MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS.

Our business is subject to extensive regulation and licensing requirements, and we commit material financial and employee resources to comply with these regulations. Failure to comply with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect the value of our assets. We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.

For years, the international community has been aware of and concerned with the worldwide problem of depletion of natural fish stocks. In the past, these concerns have resulted in the imposition of quotas that subject individual countries, such as Croatia, to strict limitations on the amount of fish they are allowed to catch. These quotas do not currently apply to the Blue Star Mexican or our Chilean operations and, if that changes in the future, our financial condition and results of operations may be adversely affected. If international organizations or national governments were to impose additional limitations on fishing and fish farm operations or impose a fishing moratorium, this could have a negative impact on our results of operations.

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OUR OPERATIONS, REVENUE AND PROFITABILITY COULD BE ADVERSELY AFFECTED BY CHANGES IN LAWS AND REGULATIONS IN THE COUNTRIES WHERE WE DO BUSINESS.

The governments of countries into which we buy our products, from time to time, consider regulatory proposals relating to raw materials, food safety and markets, and environmental regulations, which, if adopted, could lead to disruptions in distribution of our products and increase our operational costs, which, in turn, could affect our profitability. To the extent that we increase our product prices as a result of such changes, our sales volume and revenues may be adversely affected.

Furthermore, these governments may change import regulations or impose additional taxes or duties on certain exports from time to time. These regulations and fees or new regulatory developments may have a material adverse impact on our operations, revenue and profitability.

THERE COULD BE CHANGES IN THE POLICIES OF THE GOVERNMENTS IN THE COUNTRIES WHERE WE DO BUSINESS THAT MAY ADVERSELY AFFECT OUR BUSINESS.

The aquaculture industry is subject to policies implemented by their respective governments. These governments may, for instance, impose control over aspects of our business such as distribution of raw materials, pricing and sales. If the raw materials used by us or our products become subject to any form of government control, then depending on the nature and extent of the control and our ability to make corresponding adjustments, there could be a material adverse effect on our business and operating results.

Separately, our business and operating results also could be adversely affected by changes in policies of these governments such as: changes in laws, regulations or the interpretation thereof; confiscatory taxation; restrictions on currency conversion, imports on sources of supplies; or the expropriation or nationalization of private enterprises.

CLIMATE CHANGE AND RELATED REGULATORY RESPONSES MAY IMPACT OUR BUSINESS.

Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate regulatory responses in the near future. For example, the changes in water temperature that may result from climate change could harm our business. It is impracticable to predict with any certainty the impact of climate change on our business or the regulatory responses to it, although we recognize that they could be significant.

To the extent that climate change increases the risk of natural disasters or other disruptive events in the areas in which we operate, we could be harmed. While we maintain business recovery plans that are intended to allow us to recover from natural disasters or other events that can be disruptive to our business, our plans may not fully protect us from all such disasters or events.

WE MAY INCUR MATERIAL COSTS ASSOCIATED WITH NON-COMPLIANCE WITH ENVIRONMENTAL REGULATIONS.

We are subject to various environmental regulations, including those governing discharges to water, the management, treatment, storage and disposal of hazardous substances, and the remediation of contamination. If we do not fully comply with environmental regulations, or if a release of hazardous substances occurs at or from one of our facilities or vessels or as a result of insufficient disposal of food waste and excrement, we may be subject to penalties and could be held liable for the cost of remediation. For example, an accident involving one of our vessels could result in significant environmental liability, including fines and penalties and remediation costs. If we are subject to these penalties or costs, we may not be covered by insurance, or any insurance coverage that we do have may not cover the entire cost. Compliance with environmental regulations could require us to make material capital expenditures and could have a material adverse effect on our results of operations and financial condition.

EXCHANGE RATE FLUCTUATIONS COULD HAVE AN ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

Our operations are conducted in foreign currencies. Any fluctuation in the value of foreign currencies or any other currency, such as the U.S. Dollar, will affect the value of our revenues in cases of revenues that are received in foreign currencies, which could have a material adverse effect on our business, prospects, financial condition and results of operations and thus affect the market price of our ordinary shares in the U.S.

FAILURE TO COMPLY WITH THE U.S. FOREIGN CORRUPT PRACTICES ACT AND LOCAL ANTI-CORRUPTION LAWS COULD SUBJECT US TO PENALTIES AND OTHER ADVERSE CONSEQUENCES.

Our executive officers, employees and other agents may violate applicable law in connection with the marketing or sale of our products, including the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. The jurisdictions that our executives are active in prohibit bribery of government officials. However, corruption, extortion, bribery, pay-offs, theft and other fraudulent practices could potentially occur from time-to-time.

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While we intend to implement measures to ensure compliance with the FCPA by all individuals involved with our company, our employees or other agents may engage in such conduct without our knowledge for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation, our sales activities or our stock price could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

ADVERSE LITIGATION RESULTS COULD AFFECT OUR BUSINESS.

We are subject to various legal proceedings. Litigation can be lengthy, expensive and disruptive to our operations, and results cannot be predicted with certainty. An adverse decision could result in monetary damages or injunctive relief that could affect our business, operating results or financial condition.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of identified target companies. While management will prefer business combinations with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.

We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.

IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION; FAILURE TO MEET ITS FIDUCIARY OBLIGATIONS.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target company. The decision to enter into a business combination, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals and advisors associated with the business entity seeking our participation. Management may not be able to meet its fiduciary obligation to us and our stockholders due to the impracticability of completing thorough due diligence of a target company. By its failure to complete a thorough due diligence and exhaustive investigation of a target company, we are more susceptible to derivative litigation or other stockholder suits. In addition, this failure to meet our fiduciary obligations increases the likelihood of plaintiff success in such litigation.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires companies subject thereto to provide certain information about significant acquisitions including audited financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.

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We have neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by us. Even in the event demand exists for a transaction of the type contemplated by us, there is no assurance we will be successful in completing any such business combination.

LACK OF DIVERSIFICATION.

Our proposed operations, even if successful, will in all likelihood result in our engaging in a business combination with only one Target Company. Consequently, our activities will be limited to those engaged in by the business entity which we will merge with or acquire. Our inability to diversify its activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF THE COMPANY'S SECURITIES.

The Company is a "penny stock" company. None of its securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination of the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop, because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell their securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

NO PUBLIC MARKET EXISTS FOR THE COMPANY'S COMMON STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET.

There is no public market for the Company's common stock, and no assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in the "Risk Factors" section may have a significant impact upon the market price of the shares offered hereby. If there is a low price of the Company's securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in the Company's shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, most lending institutions will not permit the use of the Company's shares as collateral for any loans.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S STOCK PRICE.

All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions rom registration under the Act and as required under applicable state securities laws. Officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of six months if the company is a current, reporting company under the '34 Act. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop. In addition, if we are deemed a shell company pursuant to Section 12(b)-2 of the Act, our "restricted securities", whether held by affiliates or non-affiliates, may not be re-sold for a period of 12 months following the filing of a Form 10 level disclosure or registration pursuant to the Act.

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THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

There may be substantial dilution to the Company's shareholders purchasing in future offerings as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.

THE STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT INVESTORS MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF THEY NEED TO LIQUIDATE SHARES.

Our shares of common stock, if listed, may be thinly-traded on the OTC Markets, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that it is a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if the Company came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as it became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the Securities price. We cannot give investors any assurance that a broader or more active public trading market for the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the Company.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and, furnish an annual report by our management on our internal control over financial reporting. We continue to document and test our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price once we are trading.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

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Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

PUBLIC DISCLOSURE REQUIREMENTS AND COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE POSE CHALLENGES FOR OUR MANAGEMENT TEAM AND RESULT IN ADDITIONAL EXPENSES AND COSTS WHICH MAY REDUCE THE FOCUS OF MANAGEMENT AND THE PROFITABILITY OF OUR COMPANY.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, including the policies of the recently appointed Chairman of the SEC, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

WE MAY ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE, WHICH COULD CAUSE DILUTION TO ALL SHAREHOLDERS.

We have a large amount of authorized but unissued common stock, which our Board of Directors may issue without stockholder approval. We may seek to raise additional equity capital in the future to fund business alliances, develop new prototypes, and grow our manufacturing and sales capabilities organically or otherwise. Any issuance of additional shares of our common stock will dilute the percentage ownership interest of all shareholders and may dilute the book value per share of our common stock.

THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SHARES, AND IF AN ACTIVE MARKET DOES NOT DEVELOP, INVESTORS MAY HAVE DIFFICULTY SELLING THEIR SHARES.

There is currently no public trading market for our common stock except on the "pink sheets". We anticipate having a registered broker-dealer file a Form 211 with the Financial Industry Regulatory Authority that would permit our common stock to be quoted for trading on the OTCBB, but we cannot be sure that such an effort would be successful. If and when our stock does begin trading, we cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market or how liquid that trading market might become. If a trading market does not develop or is not sustained, it may be difficult for investors to sell shares of our common stock at a price that is attractive. As a result, an investment in our common stock may be illiquid and investors may not be able to liquidate their investment readily or at all when they desire to sell.

ITEM 2. FINANCIAL INFORMATION

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion in conjunction with the combined financial statements and the corresponding notes. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. Please see the section "Risk Factors" in Item 1A above for a discussion of the uncertainties, risks and assumptions associated with these statements.

The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under the heading of "Risk Factors" and elsewhere in this prospectus.

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We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

RESULTS OF OPERATIONS

(Fiscal Year Ended) October 31, 2016

For the year ended October 31, 2016, we generated sales of $548,087 as against costs of $511,786.

Our general and administrative expenses for the year ended October 31, 2016 was $40,631.

Our net loss for that period was $4,338.

The results for our operation for the year ended October 31, 2016 were a result of acquiring Global Seafood International on October 1, 2016 and showing only one month of revenues at this time. Management expects that a future revenue stream will ensue now that we have acquired GSI.

Current Assets

Our current total assets equal $798,323 for the year ended October 31, 2016. These include accounts receivables of $420,514, inventories of $147,060, prepaid expenses and other current assets of $66,156, and cash and cash equivalents of $164,593.

Liabilities

Our current liabilities equal $720,363 for the year ended October 31, 2016, These include accounts payable of $513,987, other accrued liabilities of $1,421, related party payables of $124,955 and an outstanding loan of $80.000.

Liquidity and Capital Resources

Our cash and cash equivalents as of October 31, 2016 was $164,593. Our total liabilities and stockholders' equity as of October 31, 2016 equaled $872,495. This reflected the limited historic revenue stream as a consequence of the short reporting period since acquiring Global Seafood International.

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

Management intends to use the balance of the proceeds from the offering towards the implementation of the business plan and to provide working capital and/or for future expansion of the Company's operations.

It is probable the Company will require additional capital in order to operate its business and there are no assurances the Company will be able to raise that capital in the future

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Critical Accounting Policies

Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management's initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing.

Revenue Recognition

Revenue from product sales is recognized upon shipment to customers at which time such customers are invoiced. Units are shipped under the terms of FOB shipping point when determination is made that collectability is probable. The Company follows the guidance contained in the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

ITEM 3. PROPERTIES

Corporate headquarters are located at 2658 Del Mar Heights Rd. Suite 520, Del Mar, CA 92014. The office space is provided without cost by Scott Landow.

Business operations are located at 3000 NW 109 ^th Avenue, Miami FL 33172.

The terms of the lease in Miami, Florida is as follows: Month to month basis at a cost of $902.44/per month.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .

The following table lists stock ownership of our Common Stock as of January 19, 2017 based on 205,702,522, shares of common stock issued and outstanding, and 284,490 shares of Series B Convertible Preferred Stock, (1 vote per share) and; 10,656,155,430 reserved for issuance at the discretion of the holders, for a cumulative amount of 10,862,142,442, if all shares are converted to common stock. The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

This does not take into account the 1:4,000 reverse stock split (which would reduce the outstanding common shares to approximately 2,715,465 shares of common stock in addition to 284,490 shares of Series B Convertible Preferred Stock .

Name and Address of Beneficial Owner	Amount of Beneficial Ownership			Percentage of Class

Scott Landow		2,105,863,434	(2)(3)		19.39	%

All Executive Officers and Directors as a Group (1 Person)		2,105,863,434	(2)(3)		19.39	%
Small World Traders, LLC (1) (2)		8,550,291,996	(1)(2)(4)*		78.7	%

*Reserved for issuance following the reverse stock split (as the amount required exceeds the authorized shares)

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(1)	Excludes Series A Preferred Stock which has no conversion rights but has the right to vote on all matters presented to be voted by the holders of Common Stock equal to 75% of the total issued and outstanding shares of the Corporation entitled to vote .

(2)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

(3)	Includes 20,000,000 shares held by Beshert LLC, which is controlled by Scott Landow and 2,105,863,434 which is held by 2 ^nd Wave Strategies Inc., which is controlled by Scott Landow.

(4)	Small World Traders, LLC is controlled by Michael K. Low

CHANGES IN CONTROL.

There are no arrangements which may result in a change in control.

ITEM 5.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Set forth below is information regarding the Company's current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.

Name	Age	Title
Scott D. Landow	61	Chief Executive Officer

		President and Chief Financial Officer

Scott Landow – Board of Director; Chief Executive Officer; Chief Financial Officer

Scott D. Landow, was our sole director, CEO and CFO since May, 2013. In July 2005 Mr. Landow founded Bond Laboratories, Inc., a publicly traded company that manufactures innovative nutritional supplements and beverages .

Audit Committee Financial Expert

The Company does not have an audit committee or a compensation committee of its board of directors. In addition, the Company's board of directors has determined that the Company does not have an audit committee financial expert serving on the board. When the Company develops its operations, it will create an audit and a compensation committee and will seek an audit committee financial expert for its board and audit committee.

Involvement in Certain Legal Proceedings

None of the following events have occurred during the past ten years and are material to an evaluation of the ability or integrity of any director or officer of the Company:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

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	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	b.	Engaging in any type of business practice; or

	c.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

	7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	a.	Any Federal or State securities or commodities law or regulation; or

	b.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company's assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company's general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board's appetite for risk. While the Board oversees our company, our company's management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

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CONTROL PERSONS

Small World Traders, LLC, under the control of Michael K. Low, its manager, owns 1,000 Series A Preferred Stock which has no conversion rights but has the right to vote on all matters presented to be voted by the holders of Common Stock equal to 75% of the total issued and outstanding shares of the Corporation entitled to vote . In addition, Small World Traders, LLC has 8,550,291,996 shares of common stock reserved for the conversion of debt.

The debt previously obligated to Steele Resources Corporation (see Business -"Reorganization") held by Small World Traders, LLC, which totaled an aggregate of $460,327 (and was secured by all the assets of Steele Resources Corporation) was converted effective August 1, 2016 (prior to the reorganization but carrying through the reorganization transaction) through the presentation of a Notice of Conversion, into shares of common stock of the Company. Small World Traders, LLC had previously received Series A Preferred Stock as consideration for a deference of the Maturity Date of the debt obligation. The Series A Preferred Stock which has no conversion rights but has the right to vote on all matters presented to be voted by the holders of Common Stock equal to 75% of the total issued and outstanding shares of the Corporation entitled to vote .

As the number of common shares required to be issued, pursuant to the Notice of Conversion above in combination with the then number of issued and outstanding shares exceeded the authorized shares, the shares of common stock were reserved and are subject to the reverse stock split disclosed herein. The Company will issue the shares subsequent to the ex-dividend when set by FINRA.

AUDIT COMMITTEE FINANCIAL EXPERT

Steele Oceanic Corporation does not have an audit committee or a compensation committee.

The Company has retained MaloneBailey, a PCAOB Registered Auditing Firm, to act as their auditors and conduct an audit of their financial statements from October 1, 2016 through October 31, 2016.

ITEM 6.

EXECUTIVE COMPENSATION.

The following table sets forth for the year ended October 31, 2016 compensation awarded to, paid to, or earned by, Mr. Scott Landow, our sole Director and Chief Executive Officer as of October 31, 2016 , and our other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any. Scott Landow agreed to defer any retroactive entire salary until the company completes its next capital funding.

SUMMARY COMPENSATION TABLE

Name & Position	Fiscal Year	Salary	Bonus	Stock Awards	Option Award	Non-Equity Incentive Plan Compensation	Change in Pension Value/Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
		($)	($)	($)	($)	($)	($)	($)	($)
Scott Landow (CEO) ⁽²⁾	2016	0	0	0	0	0	0	0	0

2016 OPTION EXERCISES AND STOCK VESTED TABLE

		Option Awards		Stock Awards
Name	Year	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Scott Landow	2016	0	0	0	0

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2016 PENSION BENEFITS TABLE

Name	Year	Plan Name	Number of Year of Credited Service	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Years (s)
Scott Landow	2016	N/A	N/A	0	0

2016 NONQUALIFIED DEFERRED COMPENSATION TABLE

Name	Year	Executive Contribution in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions	Aggregate Balance of Last Fiscal Year-End ($)
Scott Landow	2016	0	0	0	0	0

2016 DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Scott Landow	0	0	0	0	0	0	-

2016 ALL OTHER COMPENSATION TABLE

Name		Year	Perquisites and Other Personal Benefits ($)	Tax Reimbursement ($)		Insurance Premiums ($)		Company Contributions to Retirement and 401(k) Plans($)		Severance Payments / Accruals ($)	Change in Control Payments / Accruals ($)		Total ($)
Scott Landow		2016	0	0		0		0		0	0		-

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2016 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

Name	Benefit			Before Change in Control Termination w/o Cause or for Good Reason			After Change in Control Termination w/o Cause or for Good Reason			Voluntary Termination			Death			Disability				Change in Control
Scott Landow	0			0			0			0			0			0				0

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EMPLOYMENT AGREEMENTS

We currently have one director. Our current compensation policy for directors is to compensate them through the issuance of common stock as consideration for his joining our board and/or providing continued services as a director. No shares of common stock have been issued to date for our sole director. We do not currently provide our directors with cash compensation, although we do reimburse their expenses,. No additional amounts are payable to the Company's directors for committee participation or special assignments. There are no other arrangements pursuant to which any directors were compensated during the Company's last completed fiscal year for any service provided.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, CONFLICTS OF INTEREST

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of its employees.

LEGAL PROCEEDINGS.

None.

NON-EMPLOYEE DIRECTOR COMPENSATION

Not-Applicable

ITEM 8. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 9.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market for Our Common Stock

Steele Oceanic common stock is traded in the over-the-counter market, specifically the OTC Markets and can be accessed on the Internet at www.otcmarkets.com under the symbol "SELR" (originally under the name Steele Resources Corporation). We commenced trading in 2007. While the Company has enacted a reorganization (see Business - "Reorganization"), the Company has retained the trading symbol and trading history. The disclosure below reflects the trading history pursuant to the SELR symbol.

At January 19, 2017 there were 205,702,522 shares of common stock of Steele Oceanic were issued and outstanding . [While the shares of common stock were reversed on a 1:4,000 basis by the consent of the Board of Directors and majority of shareholders, an ex-dividend date has not been set by FINRA and the numbers reflect the pre-reverse split amounts and pricing.]

The following table sets forth for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.

Fiscal Year 2014
First Quarter January – March 2014	$	0.0031	$	0.0009
Second Quarter April – June 2014		0.0081		0.0027
Third Quarter July – September 2014		0.0037		0.0013
Fourth Quarter October – December 2014		0.0017	$	0.0008

Fiscal Year 2015
First Quarter January – March 2015	$	0.0015	$	0.0009
Second Quarter April – June 2015		0.001		0.0005
Third Quarter July – September 2015		0.0008		0.0005
Fourth Quarter October – December 2015		0.0008	$	0.0004

Fiscal Year 2016
First Quarter January – March 2016	$	0.0004	$	0.0004
Second Quarter April – June 2016		0.0006		0.0004
Third Quarter July – September 2016		0.00195		0.0006
Fourth Quarter October –December 2016		0.0017		0.0007

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As of January 18, 2017 the closing bid price of our Common Stock was $.0007per share.

Dividend Policy

We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended October 31, 2016. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Transfer Agent

The transfer agent for Steele Oceanic's common stock is Colonial Stock Transfer.

Penny Stock Rules

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

•

contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

•

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

•

contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;

•

contains a toll-free telephone number for inquiries on disciplinary actions;

•

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

•

contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

•

the bid and offer quotations for the penny stock;

•

the compensation of the broker-dealer and its salesperson in the transaction;

•

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

•

monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

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Regulation M

Our officers and directors, who will offer and sell the shares, are aware that they are required to comply with the provisions of Regulation M, promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agent, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

Holders of Record

As of January 19, 2017, we had approximately 171 holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

ITEM 10.

RECENT SALES OF UNREGISTERED SECURITIES.

The Company has not sold any shares in the past three years.

ITEM 11.

DESCRIPTION OF SECURITIES TO BE REGISTERED

GENERAL - DESCRIPTION OF CAPITAL STOCK

The Company has authorized a total of 895,000,000 shares of Common Stock, par value $0.0001 per share. The Company has 205,702,522 shares of Common Stock issued and outstanding. The Company has authorized 5,000,000 shares of Preferred Stock at a par value of $0.0001 per share. The Company has 285,490 shares of Preferred Stock issued and outstanding as of January 19, 2017.

On August 1, 2016, Steele Resources received notices of conversion from a number of debt holders. The Board of Directors recognized that, if the debt was fully converted into common stock, there were an insufficient number of shares of common stock available for issuance to satisfy the obligation., Small World Traders LLC, an entity controlled by Michael Low, would have been issued 8,550,291,996 shares of common stock. The Company only had Nine Hundred million shares of common stock authorized. The debt holders agreed to defer the issuance of shares until after the reverse stock split was enacted by FINRA (and an ex-dividend date set), an action that would provide sufficient shares of common stock. . Consequently, the shares were reserved for issuance on a post-split basis and will be issued immediately following the ex-dividend date. Small World Traders, LLC had previously received Series A Preferred Stock as consideration for a deference of the Maturity Date of the debt obligation. The Series A Preferred Stock which has no conversion rights but has the right to vote on all matters presented to be voted by the holders of Common Stock equal to 75% of the total issued and outstanding shares of the Corporation entitled to vote .

COMMON STOCK

Presently, the holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders, including the election of directors. Our common shareholders do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding series of our preferred stock which may be designated in the future, holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of legally available funds. In the event of the liquidation, dissolution, or winding up of the Company, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to our shareholders after the payment of all our debts and other liabilities, subject to the prior rights of any series of our preferred stock then outstanding. The holders of our common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to our common stock.

The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. In addition, an issuance of additional shares by us could have an effect on the potential realizable value of a shareholder's investment.

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PREFERRED STOCK

The Company has authorized 5,000,000 shares of Preferred Stock at a par value of $0.0001 per share. The Company has an aggregate of 285,490 shares of Preferred Stock outstanding, which consists of:

(1)	1,000 shares of Series A Preferred A Stock. The Series A Preferred Stock which has no conversion rights but has the right to vote on all matters presented to be voted by the holders of Common Stock equal to 75% of the total issued and outstanding shares of the Corporation entitled to vote .

(2)

284,490 shares of Series B Preferred B Stock. The Series B Preferred Stock has voting rights of one vote preferred share on all matters presented to be voted by the holders of Common Stock and conversion rights of one shares of common stock for each share of Series B Preferred Stock (with no adjustments for the reverse stock split discussed above)

OPTIONS

No options granted.

DIVIDEND POLICY

The Company has not paid any dividends on its capital stock and does not expect to pay dividends for the foreseeable future.

Stock Option Plan

No stock option plan established.

ITEM 12.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's bylaws indemnifies each person (including the heirs, executors, administrators, or estate of such person) who is or was a director or officer of the Company to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorney fees, arising out of his or her status as a director, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Company may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs and expenses, whether or not the Company would have the legal power to indemnify them directly against such liability.

Costs, charges, and expenses (including attorney fees) incurred by a person referred to above in defending a civil or criminal proceeding shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Company as authorized and upon satisfaction of other conditions required by current or future legislation.

We have agreed to indemnify our directors and officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

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ITEM 13.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this Item 13 are contained under the sections "Index to Financial Statements" of the Registration Statement. The aforementioned financial statements are incorporated herein by reference.

ITEM 14.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.

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ITEM 15.

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
3.1	Articles of Incorporation of Incorporation

3.2	Bylaws

3.3	Series A Preferred Stock

3.4	Series B Preferred Stock.

10.1	Securities Purchase Agreement

14.1	Code of Ethics

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 19 , 2017


	By:	/s/ Scott Landow

		President, Chief Financial Officer and Director

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STEELE OCEANIC CORPORATION

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheet at October 31, 2016	F-2

Consolidated Statement of Operations for the period from October 1, 2016 through October 31, 201	F-3

Consolidated Statement of Stockholders' Equity for the period from October 1, 2016 through October 31, 2016	F-4

Consolidated Statement of Cash Flows for the period from from October 1, 2016 through October 31, 2016	F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Steele Oceanic Corporation

San Diego, California

We have audited the accompanying consolidated balance sheet of Steele Oceanic Corporation and its subsidiaries (collectively the "Company") as of October 31, 2016, and the related consolidated statement of operations, changes in stockholders' equity and cash flows for the period from October 1, 2016 through October 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Steele Oceanic Corporation and its subsidiaries as of October 31, 2016, and the results of its consolidated operations and its cash flows for the period from October 1, 2016 through October 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

January 19, 2017

F- 1

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Steele Oceanic Corporation
Consolidated Balance Sheet

	October 31,
	2016
Assets
Current assets:
Cash and cash equivalents	$	164,593
Accounts receivable		420,514
Inventories		147,060
Prepaid expenses and other current assets		66,156
Total current assets		798,323

Goodwill		70,890
Other assets		3,282
Total assets	$	872,495

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	513,987
Related parties payable		124,955
Loan payable		80,000
Other current liabilities		1,421
Total current liabilities		720,363

Total liabilities		720,363

Contingencies and commitments		-

Stockholders' equity:
Preferred stock (5,000,000 authorized, $0.0001 par value, 284,490 outstanding as of October 31, 2016)
Preferred series A stock (1,000 designated, $0.0001 par value, none outstanding as of October 31, 2016)		-
Preferred series B stock (284,490 designated, $0.0001 par value, 284,490 outstanding as of October 31, 2016)		28
Common stock (895,000,000 authorized, $0.0001 par value, 205,702,522 outstanding as of October 31, 2016)		20,570
Additional Paid-In Capital		135,872
Accumulated deficit		(4,338	)
Total stockholders' equity		152,132
Total liabilities and stockholders' equity	$	872,495

See accompanying notes

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Steele Oceanic Corporation
Consolidated Statements of Operations

	Period from October 1, 2016 through October 31, 2016


Sales	$	548,087

Cost of Goods Sold		511,786

Gross profit		36,301

Operating expenses:
Selling, general and administrative expenses		40,631
Total operating expenses		40,631

Operating (loss) income		(4,330	)

Other (income) expenses, net:
Interest expense, net		8
Total other expenses, net		8

Net loss	$	(4,338	)

Earning per share:
Basic & Diluted	$	(0.00	)

Shares used in earnings per share calculation:
Basic & Diluted		205,702,522

See accompanying notes

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Steele Oceanic Corporation

Consolidated Statements of Stockholders' Equity

					Series A				Series B				Additional						Total
	Common Stock				Preferred Stock				Preferred Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amounts		Shares		Amounts		Shares		Amounts		Capital			Deficit			Equity
Balance at September 30, 2016 (unaudited)		205,702,522	$	20,570		-	$	-		-	$	-	$	(20,570	)	$	-		$	-
Issuance of preferred stock in acquisition		-		-		-		-		284,490		28		156,442			-			156,470
Net loss		-		-		-		-		-		-		-			(4,338	)		(4,338	)
Balance at October 31, 2016		205,702,522		20,570		-		-		284,490		28		135,872			(4,338	)		152,132

See accompanying notes

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Steele Oceanic Corporation
Consolidated Statements of Cash Flows

	Period from October 1, 2016 to October 31, 2016

Cash Flows From Operating Activities
Net loss	$	(4,338	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts receivable		(149,390	)
Inventories		(106,475	)
Prepaid expenses and other current assets		21,586
Accounts payable and other current liabilities		303,050
Net cash provided by operating activities		64,433

Cash Flows From Investing Activities
Cash received for acquisition of a business		20,160
Net cash provided by investing activities		20,160

Cash Flows From Financing Activities
Issuance of loan payable		80,000
Net cash provided by financing activities		80,000

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

Non-Cash activities
Issuance of preferred stock as part of acquisition of a business	$	156,470

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

See accompanying notes

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NOTE 1 – BUSINESS AND NATURE OF OPERATIONS

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

STEELE SEAFOOD CORP. merged with and into SELR (the "Merger"), and SELR became the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation"). The Merger became effective upon the date and time of filing an executed copy of this Merger Agreement with the Secretary of State of the State of Oklahoma in accordance with Section 1081(g) of the OCGL (the "Effective Time")

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

The Directors of STEELE SEAFOOD CORP. immediately preceding the Effective Time became the Directors of the Surviving Corporation and STEELE OCEANIC at and after the Effective Time until their successors are duly elected and qualified.

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

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

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

b.	each share of STEELE SEAFOOD CORP. Stock held in the treasury of STEELE SEAFOOD CORP. immediately prior to the Effective Time was cancelled and retired;

each option, warrant, purchase right, unit debenture or other security of STEELE SEAFOOD CORP. convertible into shares of STEELE SEAFOOD CORP. Stock had become convertible into the same number of STEELE OCEANIC Stock as such security would have received if the security had been converted into shares of STEELE OCEANIC Stock immediately prior to the Effective Time, and STEELE OCEANIC was reserved for purposes of the exercise of such options, warrants, purchase rights, units, debentures or other securities an equal number of shares of STEELE OCEANIC Stock as STEELE SEAFOOD CORP. had reserved; and

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

On October 1, 2016, the Company completed a Stock Purchase Agreement to acquire 100% of the equity interests of Global Seafood Incorporated ("GSI"). As consideration for the transaction, the Company provided Global 2.0 284,490 shares of Series B Convertible Preferred Stock. These Series B Preferred Shares are not subject to the reverse stock split discussed otherwise in these footnotes and would convert into 284,490 shares of common stock at the discretion of Global 2.0. In the event Global 2.0 determined to convert their Series B Preferred Shares, based on the current issued and outstanding shares and shares reserved for issuance as of the date herein, Global 2.0 would receive 9.48% of the issued and outstanding shares of common stock on a post-split basis. Steele Oceanic currently holds all the issued and outstanding shares of GSI. See note 4.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements in conformity with U.S. generally accepted accounting principles. Management believes the assumptions underlying the consolidated financial statements are reasonable.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

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

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Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At October 31, 2016, cash and cash equivalents include cash on hand and cash in the bank. The FDIC insures these deposits up to $250,000.

Accounts receivable

Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowances for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history and current economic conditions. Trade receivables are written off against the allowance when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The Company generally does not charge interest on past due accounts. As of October 31, 2016, the Company has not recorded an allowance for doubtful accounts.

The Company entered into a factoring agreement without recourse with a third party upon which the Company will initially receive 80% of the net invoice amount and the remaining after collection less a commission fee calculated as 1.65% if collected within 30 days and a daily increase of 0.053% each day after the 30-day period until 60 days. This agreement has been made with recourse of the assets held by the Company. As of October 31, 2016, a receivable due from the third party in the amount of $57,969 was recorded in other current assets and represents the remaining 20% of the receivable due from the third party less the estimated fee. The Company anticipated that this receivable is fully collectible.

Inventories

Inventories consist primarily of varieties of fish that the Company acquires generally from fishermen. Inventory is stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, the significant risks and rewards of ownership have been transferred to the buyer, the arrangement fee is fixed and determinable and collectability is reasonably assured.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

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Goodwill

Goodwill represents the excess of purchase price of acquisitions over the acquisition date fair value of the net assets of businesses acquired. Goodwill is not amortized and is tested at least annually for impairment. We perform our annual analysis during the fourth quarter of each fiscal year and in any other period in which indicators of impairment warrant additional analysis. Goodwill is evaluated for impairment by first comparing our estimate of the fair value with the carrying value, including goodwill.

Related Party Transactions

The Company accounts for payables due to related parties separately from accounts payable in accordance with ASC 850, Related Party Disclosures .

Derivative Financial Instrument

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, in accordance with ASC 815-15 "Derivative and Hedging" to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. 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 12 months of the balance sheet date

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with Accounting Standards Codification ("ASC") 740, Income taxes . Under this method deferred income taxes are provided to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At October 31, 2016, the Company did not record any liabilities for uncertain tax positions.

Earnings Per Share

Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period in accordance with ASC 260, Earnings Per Share . Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Diluted loss per share is the same as basic loss per share for all periods presented because the effects of the additional securities, would be anti-dilutive.

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Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value in accordance with ASC 820, Fair Value Measurement . Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy is based on three levels of inputs which are used to measure fair value, of which the first two levels are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company's instruments that are carried at fair value are cash equivalents, accounts receivable, accounts payable and accrued liabilities, and accrued interest. The carrying values of accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities.

Recent Accounting Pronouncements

In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." The amendment clarifies the implementation guidance for principal versus agent considerations as contained in ASU No. 2014-09, Revenue from Contracts with Customers. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to a customer. ASU No. 2016-08 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption of ASU No. 2016-08 is permitted but not before December 15, 2016. The Company is currently evaluating the impact of ASU No. 2016-08 on our Financial Statements.

In March 2016, the FASB issued ASU 2016-09, "Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." The objective of this update is to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on our Financial Statements.

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In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230)." This ASU will provide guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. The effective date for adoption of this guidance would be our fiscal year beginning January 1, 2017, with early adoption permitted. The Company is currently evaluating the effect that ASU 2016-15 will have on our Financial Statements.

The Company has reviewed other recently issued accounting standards which have not yet been adopted in order to determine their potential effect, if any, on the results of operations or financial condition. Based on the review of these other recently issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures.

The Company's management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – SIGNIFICANT CONCENTRATIONS

During the period from October 1, 2016 through October 31, 2016, three customers represented 38%, 28%, and 12% of total revenues recognized as well as 45%, 35%, and 0% of accounts receivable as of October 31, 2016, respectively.

NOTE 4 – ACQUISITION

On October 1, 2016, the Company acquired 100% of the equity interests in Global Seafood International from Global 2.0 Corporation in exchange for 284,490 shares of Preferred B shares convertible into common stock on a 1:1 exchange, once the previously adopted 1:4000 Reverse Stock Split has become effective and an 'effective date' has been announced. The purpose of the transaction was to enhance the growth of Global Seafood International and add market value to current investors. The fair market value of the consideration issued was determined on an as if converted basis to be $156,470 ("purchase price") which was exchanged for net assets including accounts receivable, inventory, accounts payable, and other liabilities totaling $85,580 resulting in goodwill of $70,890. Total cash received upon the acquisition was $20,160. Global Seafood International consisted primarily of accounts receivable, inventory, accounts payable and accrued expenses.

Additionally, in accordance with the acquisition agreement, the Company is obligated to issue 1,000 shares of Series A Preferred Stock and 2,666,084 shares of common stock to previous debt holders.

Fair Value of Consideration Transferred:
Total fair value of consideration transferred	$	156,470

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
Current Assets		422,894
Current Liabilities		(337,314	)
Net recognized amounts of identifiable assets acquired		85,580
Goodwill	$	70,890

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NOTE 5 – NOTES PAYABLE

On October 14, 2016, the Company entered into a 90 Day unsecured Debenture for $80,000 with an interest rate of 12% due on January 13, 2017. Interest is payable on the 14 ^th of each month. The Company promises to issue 2,400 shares of its common stock to the note holder on the maturity date. All overdue accrued and unpaid interest to be paid will incur a late fee at a rate of 18% per annum.

NOTE 6 – RELATED PARTY PAYABLE

The Company has entered into transactions with the related parties, Global 2.0 and Global Seafood Holdings, which have similar shareholders. As of October 31, 2016, the Company maintained payables in the amount of $90,955 and $34,000 to Global 2.0 and Global Seafood Holdings, respectively. The advances are payable on demand and carry no interest.

An executive of the Company provides office space located in San Diego, California to the Company without cost. This office space is used as the Corporate Headquarters of the Company.

NOTE 7 – INCOME TAXES

The Company will file a consolidated federal income tax return and certain state and local income tax returns. At October 31, 2016, the Company had available a federal net operating loss carry-forward of $4,338 for income tax purposes, which will expire in fiscal year 2037. The Company evaluates whether a valuation allowance related to deferred tax assets is required each reporting period. A valuation allowance is established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company follows ASC 740, "Income Taxes," where tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in tax returns that do not meet these recognition and measurement standards. At October 31, 2016, the Company recorded a full valuation allowance of $1,475 relating to the net operating loss.

NOTE 8 – EQUITY

On July 22, 2016, the Company implemented a four thousand to one reverse stock split of its issued and outstanding common shares. On August 1, 2016, the Company received notices of conversion from a number of debt holders. The Board of Directors recognized that, if the debt was fully converted into common stock, there were an insufficient number of shares of common stock available for issuance to satisfy the obligation. For example, one such debt holder, Small World Traders LLC, an entity controlled by Michael Low, would have been issued 8,550,291,996 shares of common stock. The Company only had ten million shares of common stock authorized. The debt holders agreed to defer the issuance of shares until after the reverse stock split was enacted by FINRA (and an ex-dividend date set), an action that would provide sufficient shares of common stock. Two other note holders (related to each other) also deferred their issuance for 2,025,826,675 and 80,036,759 shares respectively. Consequently, the shares were reserved for issuance on a post-split basis and will be issued immediately following the ex-dividend date.

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October 1, 2016, the Company completed a Stock Purchase Agreement for GSI. As consideration for the transaction, the Company provided GSI, 284,490 shares of Series B Convertible Preferred Stock. These Series B Preferred Shares are not subject to the reverse stock split discussed otherwise in this filing and would convert into 284,490 shares of common stock at the discretion of GSI. In the event GSI determined to convert their Series B Preferred Shares, based on the current issued and outstanding shares and shares reserved for issuance as of the date herein, GSI would receive 9.48% of the issued and outstanding shares of common stock on a post-split basis. Steele Oceanic currently holds all the issued and outstanding shares of GSI. The value of the consideration given was valued using the fair market value of the stock issued and totaled $156,470.

The total consideration in the deal consisted of 284,490 preferred shares which would convert into common stock on a 1:1 basis following a 4000:1 reverse split of the common stock of Steele. The fair market value of the stock as of the acquisition as of September 30, 2016 was $.0009. As of September 30, 2016 total outstanding common shares of 205,702,522 shares for a total market capitalization of $185,132. Following a 1:4000 reverse stock split and the addition of 284,490 shares of common stock the fair market value of each share would be $0.55 per share. Based on this information the total consideration provided by the Company was $156,470.

Preferred Stock

The Company has authorized 5,000,000 shares of Preferred Stock at a par value of $0.0001 per share. The Company has an aggregate of 284,490 shares of Preferred Stock outstanding, which consists of shares of Series B Preferred Stock. The Series B Preferred Stock has voting rights of one vote preferred share on all matters presented to be voted by the holders of Common Stock and conversion rights of one share of common stock for each share of Series B Preferred Stock (with no adjustments for the reverse stock split discussed above). None of the preferred stock is redeemable, participating nor callable.

The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the conversion option should be classified as equity.

Common Stock

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NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company entered into a lease agreement in Miami, Florida for the business operations. The monthly cost of the lease is $902 and terms are month to month.

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations.

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CERTIFICATE OF INCORPORATION

STEELE OCEANIC CORPORATION

AN OKLAHOMA CORPORATION

I, the undersigned, being the original Incorporator herein named, for the purpose of forming a corporation under the General Corporation Act Okla. Stat. Ann. Tit. 18 § 1001 et seq. ("GCA") to do business both within and without the State of Oklahoma, do make and file this Certificate of Incorporation hereby declaring and certifying that the facts herein stated are true:

ARTICLE I

NAME

The name of the Corporation is Steele Oceanic Corporation.

ARTICLE II

PRINCIPAL OFFICE

The Corporation may maintain offices for the transaction of any business at such other places within or without the State of Oklahoma as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of Directors and shareholders held outside the State of Oklahoma with the same effect as if in the State of Oklahoma.

ARTICLE III

PURPOSE

The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Oklahoma.

ARTICLE IV

SHARES OF STOCK

Section 4.01 Stock . The Corporation shall have the authority to issue Nine Hundred Million (900,000,000) shares of stock, of which Eight Hundred Ninety Fifty Million (895,000,000) shares are designated as Common Stock, having a par value of $.0001 per share, and Five Million (5,000,000) shares are designated as Preferred Stock, having a par value $.0001 per share.

The Stock of the Company may be issued from time to time without action by the stockholders. The Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

Section 4.02 No Preemptive Rights . Holders of the Stock of the Corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the Corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the Corporation, nor to any right of subscription thereto, other than the extent, if any, the Board of Directors in its discretion, may determine from time to time.

Section 4.03 Assessment of Shares . The Stock of the Corporation, after the amount of the subscription price has been paid in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Certificate of Incorporation shall not be amended in this particular.

Section 4.04 Preferred Shares . The preferred stock may be issued in series from time to time with such designations, preferences, and relative participating, optional, or other rights, qualifications, limitations, or restrictions thereof as shall be stated and expressed in a resolution and/ or Certificate of Designation providing for the issuance of such class, classes, or series adopted by the Board of Directors pursuant to the authority hereby given as provided by statute. No Preferred Stock shall be subject to any reverse split or reclassification which would result in the holder of any Preferred Stock owning lesser shares of Preferred Stock or receiving lesser Common Stock under any conversion rights established under a Certificate of Designation.

ARTICLE V

DIRECTORS

The business of this Corporation shall be managed by its Board of Directors. The number of such directors shall not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws. The name(s) and address(s) of the initial members of the Board of Directors are as follows:

Name Address

Scott Landow 2658 Del Mar Heights Rd. Suite 520

San Diego, CA 92014

ARTICLE VI

INCORPORATOR

The name and address of the sole Incorporator is Scott Landow, 2658 Del Mar Heights Rd. Suite 520 San Diego, California, 92014.

ARTICLE VII

PERIOD OF DURATION

This Corporation is to have A PERPETUAL existence.

ARTICLE VIII

AMENDMENT

Subject at all times to the express provisions of Section 4.03 on the Assessment of Shares, the Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, and all rights conferred upon shareholders are granted subject to this reservation.

ARTICLE IX

DENIAL OF PREEMPTIVE RIGHTS

Holders of Common Stock or Preferred Stock of this Corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

ARTICLE X

POWER OF DIRECTORS

In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:

(a) Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By-Laws of the corporation;

(b) To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the Corporation;

(c) To authorize the guaranty by the Corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;

(d) To set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;

(e) By resolution adopted by the majority of the whole Board, to designate one or more committees to consist of one or more Directors of the Corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to alternate papers which may require it. Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

All the corporate powers of the Corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law.

ARTICLE XI

LIABILITY OF DIRECTORS AND OFFICERS

A Director or Officer of the Corporation shall not be personally liable to this Corporation or its stockholders for damages for breach of fiduciary duty as a Director or Officer, but this Article shall not eliminate or limit the liability of a Director or Officer for (i) acts or omission which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a Director or Officer of the Corporation for acts or omissions prior to such repeal or modification.

ARTICLE XII

INDEMNITY

Every person who was or is a party to, or is threatened to be made a parry to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a Director of the Corporation, or who is serving at the request of the Corporation as a Director or Officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Oklahoma from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil suit or proceeding must be paid by the Corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right of such Directors, Officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at ail times the fullest indemnification permitted by the laws of the State of Oklahoma, and may cause the corporation to purchase or maintain Insurance on behalf of any person who is or was a director or officer

ARTICLE XII

REGISTERED OFFICE AND REGISTERED AGENT

Initial Registered Office and Initial Registered Agent . The address of the initial registered, office is 115 SW 89 ^th Street, Oklahoma City, Oklahoma 73139, and the initial Registered Agent is National Registered Agents, Inc.

IN WITNESS WHEREOF , I have hereunto set my hand this 30th day of August, 2016, hereby declaring and certifying that the facts stated herein above are true.

_________________________________

Scott Landow, Incorporator

BY-LAWS

STEELE OCEANIC CORPORATION

ARTICLE I - STOCKHOLDERS

SECTION 1.1. Annual Meetings. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held on such date during the month of May in each year as shall be fixed by the Board of Directors, at such time and at such place, within or without the State of Oklahoma, as shall be determined by the Board of Directors.

SECTION 1.2. Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors, its Chairman, the Executive Committee, if any, or the President and shall be called by any of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and signed by holders of record of a majority of the shares of stock that would be entitled to be voted on such matter or matters if the meeting were held on the day such request is received and the record date for such meeting were the close of business on the preceding day. Any such meeting shall be held at such time and at such place, within or without the State of Oklahoma, as shall be determined by the body or person calling such meeting.

SECTION 1.3. Notice of Meeting. For each meeting of stockholders written notice shall be given stating the place, date and hour and, in the case of a special meeting, the purpose or purposes for which the meeting is called and, if the list of stockholders required by Section 1.9 is not to be at such place at least 10 days prior to the meeting, the place where such list will be. Except as otherwise provided by Oklahoma law, the written notice of any meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

SECTION 1.4. Quorum. Except as otherwise required by Oklahoma law or the Certificate of Incorporation, the holders of record of a majority of the shares of stock entitled to be voted present in person or represented by proxy at a meeting shall constitute a quorum for the transaction of business at the meeting, but in the absence of a quorum the holders of record present or represented by proxy at such meeting may vote to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is obtained. At any such adjourned session of the meeting at which there shall be present or represented the holders of record of the requisite number of shares, any business may be transacted that might have been transacted at the meeting as originally called.

SECTION 1.5. Chairman and Secretary at Meeting. At each meeting of stockholders, the Chairman of the Board, or in his absence the person designated in writing by the Chairman of the Board, or if no person is so designated, then a person designated by the Board of Directors, shall preside as chairman of the meeting; if no person is so designated, then the meeting shall choose a chairman by plurality vote. The Secretary, or in his absence a person designated by the chairman of the meeting, shall act as secretary of the meeting.

SECTION 1.6. Voting; Proxies. Except as otherwise provided by Oklahoma law or the Certificate of Incorporation, and subject to the provisions of Section 1.10:

(a)	Each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of capital stock held by him.

(b)

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

(c)	Directors shall be elected by a plurality vote.

(d)	Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter.

(e)

Election of directors and the vote on any other matter presented to a meeting shall be by written ballot only if so ordered by the chairman of the meeting or if so requested by any stockholder present or represented by proxy at the meeting entitled to vote in such election or on such matter, as the case may be.

SECTION 1.7. Adjourned Meetings. A meeting of stockholders may be adjourned to another time or place as provided in Section 1.4. Unless the Board of Directors fixes a

new record date, stockholders of record for an adjourned meeting shall be as originally determined for the meeting from which the adjournment was taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. At the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.

SECTION 1.8. Consent of Stockholders In lieu of Meeting. Any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Notice of the taking of such action shall be given promptly to each stockholder that would have been entitled to vote thereon at a meeting of stockholders and that did not consent thereto in writing.

SECTION 1.9. List of Stockholders Entitled to Vote. At least 10 days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared and shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

SECTION 1.10. Fixing of Record Date:

(a)

For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b)

For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Oklahoma, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)

For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE II - DIRECTORS

SECTION 2.1. Number; Term of Office; Qualifications; Vacancies. The number of directors that shall constitute the whole Board of Directors shall be determined by action of the Board of Directors taken by the affirmative vote of a majority of the whole Board of Directors, but shall not be greater than nine (9). Directors shall be elected at the annual meeting of stockholders to hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, and the directors so chosen shall hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualified.

SECTION 2.2. Resignation. Any director of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, its Chairman, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors, its Chairman, or one of the above-named officers, and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these By-Laws in the filling of other vacancies.

SECTION 2.3. Removal. Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the shares entitled to vote upon the election of such director or directors.

SECTION 2.4. Regular and Annual Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and at such place, within or without the State of Oklahoma, as the Board of Directors may from time to time prescribe. No notice need be given of any regular meeting, and a notice, if given, need not specify the purpose thereof. A meeting of the Board of Directors may be held without notice immediately after an annual meeting of stockholders at the same place as that at which such meeting was held.

SECTION 2.5. Special Meetings; Notice. A special meeting of the Board of Directors may be called at any time by the Board of Directors, its Chairman, the Executive Committee, if any, the President or any person acting in the place of the President and shall be called by any one of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and signed by at least one director. Any such meeting shall be held at such time and at such place, within or without the State of Oklahoma, as shall be determined by the body or person calling such meeting. Notice of such meeting stating the time and place thereof shall be given (a) by deposit of the notice in the United States mail, first class, postage prepaid, at least two days before the day fixed for the meeting addressed to each director at his address as it appears on the Corporation's records or at such other address as the director may have furnished the Corporation for that purpose, or (b) by delivery of the notice similarly addressed for dispatch by telegraph, cable, electronic mail or facsimile or by delivery of the notice by telephone or in person, in each case at least 24 hours before the time fixed for the meeting.

SECTION 2.6. Chairman of the Board; Presiding Officer and Secretary at Meeting. The Board of Directors may elect one of its members to serve at its pleasure as Chairman of the Board. Each meeting of the Board of Directors shall be presided over by the Chairman of the Board or in his absence by the President, if a director, or if neither is present, by such member of the Board of Directors as shall be chosen by the meeting. The Secretary, or in his absence an Assistant Secretary, shall act as secretary of the meeting, or if no such officer is present, a secretary of the meeting shall be designated by the person presiding over the meeting.

SECTION 2.7. Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business, but in the absence of a quorum a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. Except as otherwise required by the Certificate of Incorporation or the By-Laws, the vote of the majority of the directors' present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 2.8. Meeting by Telephone. Members of the Board of Directors or of any committee thereof may participate in meetings of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 2.9. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee.

SECTION 2.10. Executive and Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers that may require it but no such committee shall have such power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws; and unless the resolution shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each such committee other than the Executive Committee shall have such name as may be determined from time to time by the Board of Directors.

SECTION 2.11. Compensation. A director shall receive such compensation, if any, for his service as a director as may from time to time be fixed by the Board of Directors, which compensation may be based, in whole or in part, upon his attendance at meetings of the Board of Directors or of its committees. He may also be reimbursed for his expenses in attending any meeting.

ARTICLE III - OFFICERS

SECTION 3.1. Election; Qualification. The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect one or more Vice Presidents, a Controller, one or more Assistant Secretaries, one or more Assistant Treasurers, one or more Assistant Controllers and such other officers as it may from time to time determine. Two or more offices may be held by the same person.

SECTION 3.2. Term of Office. Each officer shall hold office from time of his election and qualification to the time at which his successor is elected and qualified, unless sooner he shall die or resign or shall be removed pursuant to Section 3.4.

SECTION 3.3. Resignation. Any officer of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, its Chairman, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors, its Chairman or one of the above-named officers, and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.4. Removal. Any officer may be removed at any time, with or without cause, by the vote of a majority of the whole Board of Directors.

SECTION 3.5. Vacancies. Any vacancy, however caused, in any office of the Corporation may be filled by the Board of Directors.

SECTION 3.6. Compensation. The compensation of each officer shall be such as the Board of Directors may from time to time determine.

SECTION 3.7. President. The President shall be the chief executive officer of the Corporation and shall have general charge of the business and affairs of the Corporation, subject, however, to the right of the Board of Directors to confer specified powers on other officers and subject generally to the direction of the Board of Directors and the Executive Committee, if any.

SECTION 3.8. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President, any Vice President, the Secretary and any Assistant Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporations.

SECTION 3.9. Secretary. The Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors. He shall be custodian of the corporate seal and shall affix it or cause it to be affixed to such instruments as require such seal and attest the same and shall exercise the powers and shall perform the duties incident to the office of Secretary, subject to the direction of the Board of Directors and the Executive Committee, if any.

SECTION 3.10. Treasurer. The Treasurer shall have care of all funds and securities of the Corporation and shall exercise the powers and shall perform the duties incident to the office of Treasurer, subject to the direction of the Board of Directors and the Executive Committee, if any.

SECTION 3.11. Other Officers. Each other officer of the Corporation shall exercise the powers and shall perform the duties incident to his office, subject to the direction of the Board of Directors and the Executive Committee, if any.

ARTICLE IV - CAPITAL STOCK

SECTION 4.1. Stock Certificates. The interest of each holder of stock of the Corporation shall be evidenced by a certificate or certificates in such forms as the Board of Directors may from time to time prescribe. Each certificate shall be signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures appearing on such certificate or certificates may be a facsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 4.2. Transfer of Stock. Shares of stock shall be transferable on the books of the Corporation pursuant to applicable law or such rules and regulations as the Board of Directors shall from time to time prescribe.

SECTION 4.3. Holders of Record. Prior to due presentment for registration of transfer the Corporation may treat the holder of record of a share of its stock as the complete owner thereof exclusively entitled to vote, to receive notifications and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.

SECTION 4.4. Lost, Stolen, Destroyed or Mutilated Certificates. The Corporation shall issue a new certificate of stock to replace a certificate theretofore issued by it alleged to have been lost, destroyed or wrongfully taken, if the owner or his legal representative (i) requests replacement before the Corporation has notice that the stock certificate has been acquired by a bona fide purchaser; (ii) agrees to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such stock certificate or the issuance of any such new stock certificate and provides such security for such indemnity as the Corporation deems necessary or desirable; and (iii) satisfies such other terms and conditions as the Board of Directors may from time to time prescribe.

ARTICLE V - INDEMNIFICATION

SECTION 5.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Oklahoma General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 5.2 hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Oklahoma General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication" that such indemnitee is not entitled to be indemnified for such expenses under this Article or otherwise.

SECTION 5.2. Right of Indemnitee to Bring Suit. If a claim under Section 5.1 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses), it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Oklahoma General Corporation Law.

Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Oklahoma General Corporation Law, nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense of such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the Corporation.

SECTION 5.3. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 5.4. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Oklahoma General Corporation Law.

SECTION 5.5. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VI - MISCELLANEOUS PROVISIONS

SECTION 6.1. Waiver of Notice. Whenever notice is required by the Certificate of Incorporation, the By-Laws or any provision of the Oklahoma General Corporation Law, a written waiver thereof, signed by the person entitled to notice, whether before or after the time required for such notice, shall be deemed equivalent to notice. Attendance of a

person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

SECTION 6.2. Fiscal Year. The fiscal year of the Corporation shall be that which is selected by the Board of Directors.

SECTION 6.3. Corporate Seal. The corporate seal shall be in such form as the Board of Directors may from time to time prescribe, and the same may be used by causing it or a facsimile thereto to be impressed or affixed or in any other manner reproduced.

ARTICLE VII - AMENDMENT OF BY-LAWS

SECTION 7.1. Amendment. The By-Laws may be adopted, amended or repealed by the Board of Directors by a majority vote of the whole Board or by a majority vote of all the stockholders entitled to vote at a meeting of stockholders.

STEELE OCEANIC CORPORATION

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A PREFERRED STOCK

Section 1 . Definitions . For the purposes hereof, the following terms shall have the following meanings:

" Common Stock " means the Corporation's common stock, and stock of any other class into which such shares may hereafter have been reclassified or changed.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Person " means a corporation, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

Section 2 . Designation and Amount . The series of preferred stock shall be designated as its Series A Preferred Stock (the " Series A Preferred Stock " ) and the number of shares so designated shall be one thousand (1,000) shares (which shall not be subject to increase without the consent of all of the holders of the Series A Preferred Stock (each, a " Holder " and collectively, the " Holders " ). Capitalized terms not otherwise defined herein shall have the meaning given such terms in Section 1 hereof.

Section 3 . Voting Rights . Except as otherwise provided herein or in any agreement between the Series A Preferred Stock holder and as otherwise required by law, each share of the Preferred Stock shall have votes on all matters presented to be voted by the holders of Common Stock equal to 75% of the total issued and outstanding shares of the Corporation entitled to vote. In addition, a vote of the majority of Series A Preferred Stock is required to approve of any additional Series A Preferred Stock, or any series of preferred stock, individually or in the aggregate, with greater voting rights, or change to the Series A Preferred Stock herein.

Section 4 . Miscellaneous .

Notices . Any and all notices or other communications or deliveries to be provided by the Holders shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Corporation. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Corporation, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

Absolute Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the liquidated damages (if any) on, the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Lost or Mutilated Preferred Stock Certificate . If a Holder ' s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Oklahoma, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the Series A Preferred Stock (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Oklahoma (the " Oklahoma Courts " ). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Oklahoma Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such Oklahoma Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney ' s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Waiver . Any waiver by the Corporation or the Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation. The failure of the Corporation or the Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver must be in writing.

Severability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.

g)	Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h)	Headings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

*********************

STEELE OCEANIC CORPORATION

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES B PREFERRED STOCK

The undersigned, Steele Oceanic Corporation, do hereby certify that:

1. They are the Directors of Steele Oceanic Corporation, an Oklahoma corporation (the " Corporation ").

2. The Corporation is authorized to 5,000,000 shares of preferred stock, of which none have been issued.

3. The following resolutions were duly adopted by the Board of Directors:

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of 5,000,000 shares, issuable from time to time in one or more series;

WHEREAS, the Corporation is obligated to issue a series of preferred stock with specific voting rights in accordance with that certain Securities Purchase with Global 2.0 Corporation, and Global Seafood international, Inc., dated October 1, 2016; and

WHEREAS, the Board of Directors of the Corporation is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any Series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of Two Hundred and Eighty Four Thousand, Four Hundred and Ninety (284,490) shares of the preferred stock which the Corporation has the authority to issue, classified as Series B, set forth below.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of two series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES B PREFERRED STOCK

Section 1 . Definitions . For the purposes hereof, the following terms shall have the following meanings:

" Bankruptcy Event " means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1.02(s) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof; (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Corporation or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors; (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

" Change of Control Transaction " means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 80% of the voting securities of the Corporation, or (b) a replacement at one time or within a one year period of more than one-half of the members of the Corporation's board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (c) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth above in (a) or (b).

" Commission " means the Securities and Exchange Commission.

" Common Stock " means the Corporation's common stock, and stock of any other class into which such shares may hereafter have been reclassified or changed.

" Common Stock Equivalents " means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Exempt Issuance " means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Corporation pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder, convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Corporation and in which the Corporation receives benefits in addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

" Holder " shall have the meaning given such term in Section 2 hereof.

" Original Issue Date " shall mean the date of the first issuance of any shares of the Series B Preferred Stock regardless of the number of transfers of any particular shares of Series B Preferred Stock and regardless of the number of certificates which may be issued to evidence such Series B Preferred Stock.

" Person " means a corporation, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

" VWAP " shall mean the daily dollar volume-weighted average sale price for the Common Stock on the Trading Market on any particular Trading Day during the period beginning at 9:30 a.m., New York City Time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg through its "Volume at Price" functions or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security on any particular Trading Day during the period beginning at 9:30 a.m., New York City Time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security on any particular Trading Day as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations of VWAP shall be appropriately and equitably adjusted in accordance with the provisions set forth herein for any stock dividend, stock split, stock combination or other similar transaction occurring during any period used to determine the Exercise Price (or another period utilizing VWAPs).

Section 2 . Designation and Amount . The series of preferred stock shall be designated as its Series B Convertible Preferred Stock (the " Series B Preferred Stock ") and the number of shares so designated shall be Two Hundred and Eighty Four Thousand, Four Hundred and Ninety (284,490) (which shall not be subject to increase without the consent of all of the holders of the Series B Preferred Stock (each, a " Holder " and collectively, the " Holders "). Capitalized terms not otherwise defined herein shall have the meaning given such terms in Section 1 hereof.

Section 3 . Voting Rights . Except as otherwise provided herein and as otherwise required by law, each share of the Series B Preferred Stock shall have one (1) vote on all matters presented to be voted by the holders of common stock.

Section 4 . Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a " Liquidation "), the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value per share plus any accrued and unpaid dividends thereon and any other fees or liquidated damages owing thereon before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be distributed among the Holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Change of Control Transaction shall not be treated as a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record Holder.

Section 5 . Conversion .

Conversions at Option of Holder . Each share of Series B Preferred Stock shall be convertible into that number of shares of Common Stock (subject to the limitations set forth in Section 5(c)) determined by issuing one (1) share of Common Stock of the Corporation for every share of Series B Preferred Stock converted, at the option of the Holder, at any time and from time to time from and after the Original Issue Date. In the event reverse stock split of 1:4,000 is not finalized, the conversion ratio shall be proportionate to the amount of shares of common stock received as if the reverse stock split had been finalized, Holders shall affect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a " Notice of Conversion "). Each Notice of Conversion shall specify the number of shares of Series B Preferred Stock to be converted, the number of shares of Series B Preferred Stock owned prior to the conversion at issue, the number of shares of Series B Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Corporation by facsimile (the " Conversion Date "). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions, as the case may be, of shares of Series B Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series B Preferred Stock to the Corporation unless all of the shares of Series B Preferred Stock represented thereby are so converted, in which case the Holder shall deliver the certificate representing such share of Series B Preferred Stock promptly following the Conversion Date at issue. Shares of Series B Preferred Stock converted or redeemed in accordance with the terms hereof shall be canceled and may not be reissued.

b)	Mechanics of Conversion

Delivery of Certificate Upon Conversion . Not later than three Trading Days after each Conversion Date (the " Share Delivery Date "), the Corporation shall deliver to the Holder (A) a certificate or certificates which, after the Effective Date, shall be free of restrictive legends and trading restrictions (other than those required by the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of shares of Series B Preferred Stock, and (B) a bank check in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in cash. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Corporation shall immediately return the certificates representing the shares of Series B Preferred Stock tendered for conversion.

ii.

Obligation Absolute . The Corporation's obligations to issue and deliver the Conversion Shares upon conversion of Series B Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to the Holder in connection with the issuance of such Conversion Shares.

iii.

Reservation of Shares Issuable Upon Conversion . The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Series B Preferred Stock and payment of dividends on the Series B Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Corporation as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of herein) upon the conversion of all outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, non-assessable.

iv.

Transfer Taxes . The issuance of certificates for shares of the Common Stock on conversion of the Series B Preferred Stock shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series B Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

Section 6 Certain Adjustments .

Stock Dividends and Stock Splits . If the Corporation, at any time while the Series B Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation pursuant to this Series B Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Pro Rata Distributions . If the Corporation, at any time while Series B Preferred Stock is outstanding, shall distribute to all holders of Common Stock (and not to Holders) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Conversion Price shall be determined by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Calculations . All calculations under this Section shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation, and the description of any such shares of Common Stock shall be considered on issue or sale of Common Stock. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holders; Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any of this Section, the Corporation shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Section 7 . Miscellaneous .

Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Corporation. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Corporation, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

Absolute Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the liquidated damages (if any) on, the shares of Series B Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Lost or Mutilated Preferred Stock Certificate . If a Holder's Series B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Oklahoma, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Oklahoma (the " Oklahoma Courts "). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Oklahoma Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such Oklahoma Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Severability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.

g)	Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h)	Headings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

*********************

PURCHASE AGREEMENT

BETWEEN

STEELE OCEANIC CORPORATION

AND

GLOBAL SEAFOOD INTERNATIONAL, INC.

AND

GLOBAL 2.0 CORPORATION

SECURITIES PURCHASE AGREEMENT

This PURCHASE AGREEMENT (the "Agreement"), dated as of the date of acceptance set forth below, is entered into by and among Steele Oceanic Corporation, an Oklahoma corporation ("Steele") and Global Seafood International, Inc., a Florida corporation ("Global Seafood International") and Global 2.0 Corporation ("Global 2.0").

WHEREAS :

A. Global Seafood International is a wholly owned subsidiary of Global 2.0.

B. Steele wishes to purchase all the issued and outstanding shares of Global Seafood International.

C. Global 2.0 wishes to sell all the issued and outstanding shares of Global Seafood International to Steele.

D. Steele, Global 2.0, and Global Seafood International are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");

E. Global Seafood International, Global 2.0, and Steele (collectively, the "Parties") wish to memorialize their intent in this Agreement upon the terms and conditions stated in this Agreement.

NOW THEREFORE , the Global Seafood International, Global 2.0, and Steele severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Securities.

a. Purchase of Securities . On the Closing Date (as defined below), Global Seafood International shall issue to the Steele and the Steele agrees to purchase from Global Seafood International, all the issue and outstanding shares of Global Seafood International (the "Securities").

b. Form of Payment . On the Closing Date (as defined below), Steele shall pay the purchase price for the Securities to be issued to it at the Closing (as defined below) for the following: Steele shall irrevocably reserve for issuance the total of Two Hundred and Eighty Four Thousand, Four Hundred and Ninety (284,490) shares of post-split common stock of Steele to be issued to Global 2.0 ("Common Stock"). Steele may deliver preferred shares in lieu of Common Stock; if it has not completed its reverse stock split of 1:4000, Steele may issue preferred shares that have an immediate conversion to Common Stock upon completion of the reverse stock split, equal to that number of shares agreed to satisfy the obligation with all rights associated with its Common Stock.

c. Closing Date . Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 4 and Section 5 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on a mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the Parties.

2. Global 2.0 Representations and Warranties. Global 2.0 represents and warrants to Steele that:

a. Global 2.0 is the sole shareholder of Global Seafood International and has the right and ability to transfer all the issued and outstanding shares of Global Seafood International to Steele.

b. Investment Purpose . As of the date hereof, Global 2.0 is acquiring the shares of Common Stock (the "Securities") for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided , however , that by making the representations herein, Global 2.0 does not agree to hold any of the Common Stock for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

c. Accredited Investor Status . Global 2.0 is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor").

d. Reliance on Exemptions . Global 2.0 understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that Steele is relying upon the truth and accuracy of, and Global 2.0's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Global 2.0 set forth herein in order to determine the availability of such exemptions and the eligibility of Global 2.0 to acquire the Securities.

e. Information . Global 2.0 and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of Steele and materials relating to the offer and sale of the Securities which have been requested by Global 2.0 or its advisors. Global 2.0 acknowledges that it may be classified as a related party for under federal securities laws. Notwithstanding the foregoing, Steele has not disclosed to Global 2.0 any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to Global 2.0. Neither such inquiries nor any other due diligence investigation conducted Global 2.0 or any of its advisors or representatives shall modify, amend or affect Global 2.0's right to rely on Steele's representations and warranties contained in Section 3 below. Global 2.0 uunderstands that its acquisition of the Securities involves a significant degree of risk. Global 2.0 is not aware of any facts that may constitute a breach of any of Steele's representations and warranties made herein.

f. Governmental Review . Global 2.0 understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

g. Transfer or Re-sale . Global 2.0 understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) Global 2.0 shall have delivered to Steele, at the cost of Global 2.0, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by Steele, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("Rule 144") of Steele who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and Global 2.0 shall have delivered to Steele, at the cost of Global 2.0, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by Steele; (i) Steele may make a dividend distribution, pro rata, to its shareholders; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the Global Seafood International (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither Steele nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

h. Legends . Global 2.0 understands that the Common Stock and, until such time, if ever, as the Common Stock has been registered under the 1933 Act or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Common Stock may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

The legend set forth above shall be removed and Steele shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides Steele with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by Steele so that the sale or transfer is effected.

i. Authorization; Enforcement . This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of Global 2.0, and this Agreement constitutes a valid and binding agreement of Global Seafood International and Global 2.0 enforceable in accordance with its terms.

3. Representations and Warranties of Steele . Steele represents and warrants to Global 2.0 that:

a. Organization and Qualification . Steele and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Steele and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of Steele or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which Steele owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement . (i) Steele has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement by Steele and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by Steele's Board of Directors and no further consent or authorization of Steele, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by Steele by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind Steele accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by Steele of the Warrant, each of such instruments will constitute, a legal, valid and binding obligation of Steele enforceable against Steele in accordance with its terms.

c. Capitalization . As of the date hereof, the authorized capital stock of Steele consists of 900,000,000 shares of capital stock, of which 895,000,000 are shares of common stock (the "Common Stock"), par value $0.001 per share, and 5,000,000 are shares of preferred stock, par value $0001 . All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of Steele are subject to preemptive rights or any other similar rights of the shareholders of Steele or any liens or encumbrances imposed through the actions or failure to act of Steele.

d. No Conflicts . The execution, delivery and performance of this Agreement by Steele and the consummation by Steele of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which Steele or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which Steele or its securities are subject) applicable to Steele or any of its Subsidiaries or by which any property or asset of Steele or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither Steele nor any of its Subsidiaries is in violation of its Articles of Incorporation, By-laws or other organizational documents and neither Steele nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put Steele or any of its Subsidiaries in default) under, and neither Steele nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Steele or any of its Subsidiaries is a party or by which any property or assets of Steele or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, Steele is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof.

e. Absence of Litigation . There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Steele or any of its Subsidiaries, threatened against or affecting Steele or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Steele and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

f. No Materially Adverse Contracts, Etc . Neither Steele nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of Steele's officers has or is expected in the future to have a Material Adverse Effect. Neither Steele nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of Steele's officers has or is expected to have a Material Adverse Effect.

g. Acknowledgment Regarding Pavillion Foods' Acquisition Purchase of Securities . Steele acknowledges and agrees that Global 2.0 may be a related party and has considered the fairness of the transactions contemplated hereby.

h. No Brokers . Steele has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

i. Foreign Corrupt Practices . Neither Steele, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of Steele or any Subsidiary has, in the course of his actions for, or on behalf of, Steele, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

j. No Investment Company . Steele is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an "investment company" required to be registered under the Investment Company Act of 1940 (an "Investment Company"). Steele is not controlled by an Investment Company.

4. Conditions to Steele's Obligation to Sell . The obligation of Steele hereunder to issue and sell the Securities to Global 2.0 at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for Steele's sole benefit and may be waived by Steele at any time in its sole discretion:

a. Global Seafood International shall have executed this Agreement and delivered the same to Steele.

b. Global 2.0 shall have executed this Agreement with Steele and delivered the same to Steele.

c. Steele shall have received a Certificate, in the name of Steele, evidencing all the Securities.

d. The representations and warranties of Global 2.0 shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Global 2.0 shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Global 2.0 at or prior to the Closing Date.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. Steele shall have executed this Agreement and delivered the same to Global 2.0.

g. Steele shall have shall have executed this Agreement and delivered the same to Global Seafood International

h. The representations and warranties of Steele shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Steele shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Steele at or prior to the Closing Date.

i. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

5.	Governing Law; Miscellaneous .

a. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Oklahoma or in the federal courts located in the state and county of Broward or Miami-Dade county. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . Steele and Global 2.0 waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c. Headings . The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability . In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments . This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties.

f. Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be provided at Closing.

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

h. Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival . The representations and warranties and the agreements and covenants set forth in this Agreement shall survive the Closing.

j. Publicity . Parties may use each other's name in connection with publicity related to its respective technology achievements with prior written notice and approval, except that Steele may disclose information as required by federal securities law.

k. Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l. Representation. Each party has had the opportunity to be represented by its own counsel in relation to this Agreement. The Parties agree that the same counsel has drafted this Agreement.

m. No Strict Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

n. Remedies . This Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument .

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date written below.

Steele Oceanic Corporation

By: /s/ Scott Landow

Name: Scott Landow

Title: CEO

Date: October 1,2016

Global 2.0 Corporation

By: /s/ Scott Landow

Name: Scott Landow

Title: CEO

Date: October 1,2016

Global Seafood International, Inc.

By: /s/ Scott Landow

Name: Scott Landow

Title: CEO

Date: October 1,2016

Steele Oceanic Corporation

FINANCIAL CODE OF ETHICS

As a public company, it is of critical importance that Steele Oceanic Corporation (SELR) filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with SELR, employees may be called upon to provide information to assure that SELR's public reports are complete, fair, and understandable. SELR expects all of its employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to SELR's public disclosure requirements.

SELR's Finance Department bears a special responsibility for promoting integrity throughout SELR, with responsibilities to stakeholders both inside and outside of SELR. The Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Finance Department personnel have a special role both to adhere to the principles of integrity and also to ensure that a culture exists throughout SELR as a whole that ensures the fair and timely reporting of SELR's financial results and conditions. Because of this special role, the CEO, CFO, and all members of SELR's Finance Department are bound by SELR's Financial Code of Ethics, and by accepting the Financial Code of Ethics, each agrees that they will:

- Act with honesty and integrity, avoiding actual or SELR conflicts of interest in personal and professional relationships.

- Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in the reports and documents that SELR files with, or submits to, government agencies and in other public communications.

- Comply with the rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.

- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.

- Respect the confidentiality of information acquired in the course of one's work, except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.

- Share job knowledge and maintain skills important and relevant to stakeholders needs.

- Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and in the community.

- Achieve responsible use of, and control over, all SELR assets and resources employed by, or entrusted to yourself, and your department.

- Receive the full and active support and cooperation of SELR's Officers, Sr. Staff, and all employees in the adherence to this Financial Code of Ethics.

- Promptly report to the CEO or CFO any conduct believed to be in violation of law or business ethics or in violation of any provision of this Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Further, to promptly report to the Chair of SELR's Audit Committee or the Board of Directors prior to the formation of the Audit Committee, such conduct if by the CEO or CFO or if they fail to correct such conduct by others in a reasonable period of time.