Stealth (STTH) 10-Q 2016 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
	OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  000-54635

STEALTH TECHNOLOGIES, INC.

(formerly, Excelsis Investments, Inc.)

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

27-2758155

(I.R.S. Employer Identification No.)

801 West Bay Drive, Suite 470

Largo, Florida 33770

(Address of principal executive offices, including zip code.)

727-330-2731

(Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.  YES [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     YES [X]     NO [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer  (Do not check if smaller reporting company)	[   ]	Smaller Reporting Company	[X]

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

91,943,278 as of August 18, 2016.

TABLE OF CONTENTS

			Page
	PART I.		3
Item 1.	Consolidated Financial Statements.		3
	Consolidated Financial Statements:
		Consolidated Balance Sheets (unaudited)	F-1
		Consolidated Statements of Operations (unaudited)	F-2
		Consolidated Statements of Cash Flows (unaudited)	F-3
		Consolidated Notes to the Financial Statements (unaudited)	F-4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		4 – 7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		8
Item 4.	Controls and Procedures.		8
	PART II.		8
Item 1.	Legal Proceedings.		8
Item 1A.	Risk Factors.		8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		8
Item 3.	Defaults Upon Senior Securities.		9
Item 4.	Mine Safety Disclosures.		9
Item 5.	Other Information.		9
Item 6.	Exhibits.		10
Signatures			11
Exhibit Index			12

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

STEALTH TECHNOLOGIES, INC.

(formerly Excelsis Investments, Inc.)

Consolidated Financial Statements

For the periods ended June 30, 2016 and December 31, 2015

Consolidated Financial Statement Index

Consolidated Balance Sheets (unaudited)	F–1
Consolidated Statements of Operations (unaudited)	F–2
Consolidated Statements of Cash Flows (unaudited)	F–3
Notes to the Consolidated Financial Statements (unaudited)	F–4

3

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Consolidated Balance Sheets

	June 30, 2016 $			December 31, 2015 $
	(unaudited)
ASSETS
Cash		138,411			388,183
Accounts receivable		125,769			407,231
Accounts receivable – related party		199,444			5,000
Prepaid expenses		158,070			2,309
Inventory		210,799			93,584
Prepaid inventory		–			297,305
Total Current Assets		832,493			1,193,612
Intangible assets, net		176,522			247,654
Total Assets		1,009,015			1,441,266
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		537,741			557,589
Accounts payable – related party		15,201			245,270
Deferred revenue		146,250			–
Derivative liabilities		91,784			491,249
Loans payable		120,000			139,491
Due to related parties		114,258			48,148
Liability for shares issuable – related party		845,259			831,233
Convertible debentures		308,258			488,258
Total Current Liabilities		2,178,751			2,801,238
Loan payable - related party		75,000			75,000
Total Liabilities		2,253,751			2,876,238
STOCKHOLDERS' DEFICIT
Preferred Stock Authorized: 500,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: 1,000,000 preferred shares		1,000			1,000
Common Stock    Authorized: 750,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 91,943,278 and 59,311,165 common shares, respectively		91,943			59,311
Additional paid-in capital		2,348,841			1,459,090
Accumulated deficit		(3,686,520	)		(2,954,373	)
Total Stockholders' Deficit		(1,244,736	)		(1,434,972	)
Total Liabilities and Stockholders' Deficit		1,009,015			1,441,266

(The accompanying notes are an integral part of these consolidated financial statements)

F-1

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Consolidated Statements of Operations

(unaudited)

	Three months ended June 30, 2016 $			Three months ended June 30, 2015 $			Six months ended June 30, 2016 $			Six months ended June 30, 2015 $
Revenue of goods		450,134			33,304			1,753,424			50,990
Revenue of goods – related party		–			10,000			–			10,000
Revenue of services		–			–			–			23,862
Revenue of services – related party		117,450			139,600			236,944			424,600
Cost of goods sold		(307,281	)		(6,161	)		(799,230	)		(10,894	)
Cost of goods sold – related party		–			(2,700	)		–			(2,700	)
Cost of services – related party		–			(21,500	)		–			(121,500	)
Gross Margin		260,303			152,543			1,191,138			374,358
Operating Expenses
Amortization		36,690			36,689			73,379			72,975
Consulting		94,735			39,499			1,044,576			57,139
General and administrative		246,855			75,039			771,924			188,358
Payroll		69,046			66,147			256,485			133,499
Professional fees		55,244			21,394			106,537			63,541
Research and development		2,600			–			2,600			–
Total Operating Expenses		505,170			238,768			2,255,501			515,512
Loss Before Other Income (Expense)		(244,867	)		(86,225	)		(1,064,363	)		(141,154	)
Other Income (Expense)
Gain (loss) on change in fair value of derivative liabilities		48,479			(385,851	)		399,465			(278,562	)
Gain on forgiveness of debt		–			–			–			3,061
Interest expense		(25,027	)		(309,870	)		(53,223	)		(542,440	)
Make whole income (expense)		375,118			188,601			(14,026	)		239,683
Total Other Income (Expense)		398,570			(507,120	)		332,216			(578,258	)
Net Income (Loss)		153,703			(593,345	)		(732,147	)		(719,412	)
Net Income (Loss) per Share – Basic and Diluted		0.00			(0.02	)		(0.01	)		(0.02	)
Weighted Average Shares Outstanding – Basic		89,433,959			34,429,794			76,706,808			31,410,029
Weighted Average Shares Outstanding –Diluted		106,270,875			34,429,794			76,706,808			31,410,029

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Consolidated Statements of Cashflows

(unaudited)

	Six months ended June 30, 2016 $			Six months ended June 30, 2015 $
Operating Activities
Net loss for the period		(732,147	)		(719,412	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible debenture		–			271,460
Amortization of customer list		73,379			72,975
Amortization of deferred financing costs		–			1,703
Change in fair value of make whole expense		14,026			–
Default penalty on convertible debenture		–			228,505
Gain on forgiveness of debt		–			(3,061	)
Imputed interest		2,991			2,976
Issuance of shares for consulting services		59,311			–
Issuance of shares for employee bonuses		671,831			–
Issuance of shares for services		188,250			–
Liability for shares issuable – related party		–			(239,683	)
Loss (gain) on change in fair value of derivative liabilities		(399,465	)		278,562
Changes in operating assets and liabilities:
Accounts receivable		281,462			(50,701	)
Accounts receivable – related party		(194,444	)		63,000
Prepaid expenses		(155,761	)		–
Inventory		(117,215	)		(2,605	)
Prepaid inventory		297,305			–
Accounts payable and accrued liabilities		(19,848	)		22,534
Accounts payable – related party		(230,069	)		(7,490	)
Deferred revenue		146,250			–
Due to related parties		66,110			(54,291	)
Net cash used in operating activities		(48,034	)		(135,528	)
Investing Activities
Acquisition of intangible assets		(2,247	)		–
Net cash used in investing activities		(2,247	)		–
Financing Activities
Repayments of loans payable		(19,491	)		–
Repayments of convertible debentures		(180,000	)		–
Net cash used in financing activities		(199,491	)		–
Decrease in cash		(249,772	)		(135,528	)
Cash, beginning of period		388,183			189,104
Cash, end of period		138,411			53,576
Non-cash transactions
Common shares issued for convertible notes and accrued interest		–			123,230
Reclassification of derivative liability to APIC		–			117,520
Supplemental Disclosures
Interest paid		–			–
Income tax paid		–			–

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

1.Nature of Operations and Continuance of Business

Stealth Technologies, Inc. (formerly Excelsis Investments, Inc.) (the "Company") was incorporated in the state of Nevada on May 27, 2010 under the name "Pub Crawl Holdings, Inc". On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC ("PubCrawl"), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 500,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company.

On November 28, 2012, the Company acquired 100% of the members shares of Stealth Card Inc. (formerly Mobile Dynamic Marketing, Inc.) ("Stealth Card"), a company incorporated in the state of Florida on November 6, 2012, in exchange for the issuance of 1,000,000 common shares.  As part of the acquisition, the Company cancelled 15,000,000 issued and outstanding common shares held by the former President and Director of the Company and the management and directors of Stealth Card acquired 7,500,000 common shares of the Company in a private transaction with the former President and Director of the Company. Effectively, Stealth Card held 73% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Stealth Card is deemed to be the acquirer for accounting purposes.

On July 13, 2013, the Company entered into a share exchange agreement with Career Start, Inc. ("Career"), a private corporation formed under the state of Florida on February 4, 2013.  Under the terms of the agreement, the Company acquired the net assets of Career in exchange for 4,714,286 common shares of the Company. The acquisition was between two related parties and has been accounted on a cost basis. On October 24, 2013, the Company effected a corporation name change to Excelsis Investments Inc.

On March 11, 2014, the Company announces its name change from Pub Crawl Holdings to Excelsis Investments, Inc.

On September 1, 2014, the Company entered into a purchase agreement with a non-related party to purchase intangible assets by issuing 30% of the outstanding common shares of the Company as determined on an as-converted, fully-diluted basis, which shall not be subject to dilution by any future issuances for the purchase of 3,000 customer accounts The Company is recognizing the revenue generated from the intangible asset on a net basis.

On November 5, 2014, the Company entered into share exchange agreement with a former officer of the Company in regards to common shares in the Company's wholly-owned subsidiaries, Career Start, Inc ("CSI") and Career Start Management ("CSM"), private corporations incorporated in the state of Florida and New York, respectively. Under the terms of the agreement, the Company received 3,111,429 shares of the Company held by the former officer in exchange for 100% of the issued and outstanding common shares of CSI and CSM. Subsequent to the disposal of the subsidiaries, the Company has turned its focus on the development and retail of stealth cards, a product meant to block RFID (Radio Frequency Identifier Signal) chipped cards from being read when placed in the correct orientation to help users secure their personal information.

On March 14, 2016, the Company incorporated a new wholly owned subsidiary, Safety Technologies Inc., a Nevada company. The Company's intention is to sell products other than the stealth cards, through the subsidiary. As at June 30, 2016, there has been no activity within the subsidiary.

On May 19, 2016, the Company's wholly-owned subsidiary, Mobile Dynamic Marking, Inc. changes its name to Stealth Card Inc.

On May 26, 2016, the Company changed its name from Excelsis Investments Inc. to Stealth Technologies, Inc.

F-4

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

1.Nature of Operations and Continuance of Business (continued)

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2016, the Company has a working capital deficit of $1,346,258 and an accumulated deficit of $3,686,520. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

a) Basis of Presentation and Principles of Consolidation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and are expressed in U.S. dollars. These consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiary, Safety Technologies Inc., a Nevada company. All intercompany transactions have been eliminated on consolidation.  The Company's fiscal year end is December 31.

b)  Interim Consolidated Financial Statements

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's consolidated financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. These unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

c)Accounts Receivable

Accounts receivable represents amounts owed from customers for contracting employees and from consulting services. Amounts are presented net of the allowance for doubtful accounts, which represents the Company's best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines allowance for doubtful accounts based upon historical experience and current economic conditions.  The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis.  As of June 30, 2016 and December 31, 2015, the Company had no allowances for doubtful accounts.

d)  Inventory

Inventory is comprised of stealth cards purchased for resell, and is recorded at the lower of cost or net realizable value on a first-in first-out basis.  The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.

e)Intangible Assets

Intangible assets are stated at cost less accumulated amortization and are comprised of customer accounts acquired with an useful life of three years and amortized straight line over three years and patent and trademark development costs, which are currently being developed and has not been placed in use.

During the quarter ended June 30, 2016, the Company incurred $73,379 (2015 - $72,975) in amortization expense.

F-5

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

2.Summary of Significant Accounting Policies (continued)

f)  Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at June 30, 2016, the Company had 16,836,916 (December 31, 2015 – 28,280,185) potentially dilutive common shares. The calculation of diluted earnings per share for the three months ended June 30, 2016, includes 16,836,916 shares of common stock underlying the convertible debentures.

g)Revenue Recognition

The Company recognizes and accounts for revenue in accordance with ASC 605 as a principal on the sale of goods. Pursuant to ASC 605, Revenue Recognition, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, risk of ownership has passed to the customer and collection is reasonably assured. The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company acts as a principal in its revenue-earnings activities as they are responsible for the production of goods purchased by the customer, can determine the pricing costs, goods purchased are paid directly by the Company, and has a credit risk with respect to collection of amounts owed by its customers.

The Company considered ASC 605-45, Principal Agent Considerations, and determined that the Company does not act as the principal in its revenue-earnings activities related to certain service revenues where the Company does not bear enough of the risks in the transaction to record them on the gross basis. Revenues for these activities are recorded based on the net amount earned by the Company.

h)Cost of Revenue

For the Company's product sales, cost of revenue consists of inventory sold in each transaction. For the Company's service sales, cost of revenue consists of engineering services provided by a related party.

i)Financial Instruments

The following table represents assets and liabilities that are measured and recognized in fair value as of June 30, 2016, on a recurring basis:

	Level 1 $			Level 2 $		Level 3 $			Total gains and (losses)
Cash		138,411			–		–			–
Liability for shares issuable – related party		(845,259	)		–		–			(14,026	)
Derivative liabilities		–			–		(91,784	)		399,465
Total		(706,848	)		–		(91,784	)		385,439

The following table represents assets and liabilities that are measured and recognized in fair value as of December 31, 2015, on a recurring basis:

	Level 1 $			Level 2 $		Level 3 $			Total gains and (losses)
Cash		388,183			–		–			–
Liabilities for shares issuable – related party		(831,233	)		–		–			(318,132	)
Derivative liabilities		–			–		(491,249	)		(341,192	)
Total		(443,050	)		–		(491,249	)		(659,324	)

F-6

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

2.Summary of Significant Accounting Policies (continued)

i)Financial Instruments (continued)

As of June 30, 2016, the Company had a derivative liability amount of $91,784 (December 31, 2015 – $491,249) which was classified as a Level 3 financial instrument, and a gain on change in fair value of derivative liabilities of $399,465 (December 31, 2015 – loss of $341,192).

3. Convertible Debenture

a) On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $70,159 (December 31, 2015 - $36,416) has been recorded in accounts payable and accrued liabilities.

On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $125,000 in interest expense for the additional amount payable due to defaulting on the loan. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $20,000 on or before the third day of each subsequent month until the entire balance is repaid. During the period ended June 30, 2016, the Company had amortized $nil (December 31, 2015 - $88,357) of the debt discount to interest expense. During the period ended June 30, 2016, the Company repaid $120,000 (December 31, 2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As June 30, 2016, the carrying value of the debenture was $255,000 (December 31, 2015 - $375,000) and the fair value of the derivative liability was $75,903 (December 31, 2015 - $304,860).

b) On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $13,661 (December 31, 2015 - $10,267) has been recorded in accounts payable and accrued liabilities.

On December 20, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,618 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During year ended December 31, 2015, the Company included a penalty of $12,753 in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company issued 2,001,225 common shares for the conversion of $24,495. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $5,000 on or before the third day of each subsequent month until the entire balance is repaid. During the period ended June 30, 2016, the Company had amortized $nil (December 31, 2015 - $46,652) of the debt discount to interest expense. During the period ended June 30, 2016, the Company repaid $30,000 (December 31, 2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As at June 30, 2016, the carrying value of the debenture was $8,258 (December 31, 2015 - $38,258) and the fair value of the derivative liability was $3,142 (December 31, 2015 - $65,853). During the period ended June 30, 2016, the Company amortized $nil (December 31, 2015 - $285) in financing costs.

F-7

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

3.Convertible Debentures (continued)

c) On June 25, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 24, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 22, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $20,985 (December 31, 2015 - $13,854) has been recorded in accounts payable and accrued liabilities.

On December 22, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,464 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 24, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $25,000 in interest expense for the additional amount payable due to defaulting on the loan.  On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $5,000 on or before the third day of each subsequent month until the entire balance is repaid. During the period ended June 30, 2016, the Company had amortized $nil (December 31, 2015 - $47,044) of the debt discount to interest expense. During the period ended June 30, 2016, the Company repaid $30,000 (December 31, 2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As at June 30, 2016, the carrying value of the debenture was $45,000 (December 31, 2015 - $75,000) and the fair value of the derivative liability was $12,739 (December 31, 2015 - $120,536). During the period ended June 30, 2016, the Company amortized $nil (December 31, 2015 - $288) in financing costs.

4. Derivative Liabilities

The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 3 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the period June 30, 2016, the Company recorded a gain on the change in fair value of derivative liability of $399,465 (December 31, 2015 – loss of $341,192). As at June 30, 2016, the Company recorded a derivative liability of $91,784 (December 31, 2015 - $491,249).

The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended June 30, 2016:

· The range of stock prices for the valuation of the derivative instruments at June 30, 2016 ranged from $0.0221 to $0.0285 per share of common stock.

· The debtholder would redeem (with penalties of 0% to 50% depending on the date and full-partial redemption) based on availability of alternative financing of 70%, 80%, and 90%.

· The debtholder would automatically convert note at maturity if the registration was effective and the Company is not in default.

· The projected annual volatility for each valuation period based on the historic volatility of the Company 410% - 469%

· Capital raising events of $100,000 would occur in each quarter at 75% of market generating dilutive reset events at prices below $0.014 (rounded) for the convertible debentures.

A summary of the activity of the derivative liability is shown below:

	$
Balance, December 31, 2015	491,249
Gain in change in fair value of the derivative	(399,465	)
Balance, June 30, 2016	91,784

F-8

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

5.  Related Party Transactions

a) As at June 30, 2016, the Company was owed $199,444 (December 31, 2015 - $5,000) from sales revenue from a significant shareholder which is non-interest bearing, unsecured, and due on demand. This amount has been included in accounts receivable – related party.

b) As at June 30, 2016, the Company owed $58,237 (December 31, 2015 - $25,150) to the President of the Company, which is non-interest bearing, unsecured, and due on demand.

c) As at June 30, 2016, the Company owed $56,021 (December 31, 2015 - $22,998) to the Chief Financial Officer of the Company, which is non-interest bearing, unsecured, and due on demand.

d) As at June 30, 2016, the Company recorded a liability for shares issuable of $845,259 (December 31, 2015 - $831,233) relating to 38,247,015 common shares to be issued to a significant shareholder pursuant to the acquisition agreement for the intangible assets. During the period ended June 30, 2016, the Company recorded $14,026 (December 31, 2015 – loss of $318,132) as a gain in the fair value of the shares issuable to the significant shareholder.

e) As at June 30, 2016, the Company owed $75,000 (December 31, 2015 - $75,000) to a significant shareholder for a loan payable. The loan is unsecured, non-interest bearing, and due on July 25, 2017.

f) During the period ended June 30, 2016, the Company generated revenues of $236,944 (December 31, 2015 - $837,100) from a significant shareholder.

g) During the period ended June 30, 2016, the Company incurred payroll expense of $256,485 (December 31, 2015 - $267,495) to management and officers of the Company.

h) During the period ended June 30, 2016, the Company incurred bonuses on sales of stealth cards of $144,513 (December 31, 2015 - $nil) to management and officers of the Company which has been included in cost of sales. Bonuses accrue on total gross sales at a rate of 5% each to the Chief Executive Officer and the Chief Financial Officer of the Company.

i)       During the period ended June 30, 2016, the Company issued 23,166,555 (December 31, 2015 - nil) common shares with a fair value of $671,830 (December 31, 2015 - $nil) to management and officers of the Company which has been included in consulting expenses.

j) During the period ended June 30, 2016, the Company incurred engineering expense of $nil (December 31, 2015 - $132,550) to company owned by the mother of the President of the Company, which was included in cost of goods sold. As at June 30, 2016, the Company owed $15,201 (December 31, 2015 - $245,270) to the company owned by the mother of the President of the Company, which is non-interest bearing, unsecured, and due on demand. The amount owing has been recorded as accounts payable – related party.

6.Loans Payable

a) On July 25, 2014, the Company entered into a loan agreement with a related party for a loan of $175,000. Under the terms of the note, the amount is unsecured, non-interest bearing, and due on July 25, 2017. The unpaid principal is to be repaid in installments defined as the collected sum of 10% of the unadjusted gross sales revenue (net of returns and chargebacks) with the installments to begin once the Company has received the gross proceeds of $175,000. As at June 30, 2016, the Company had received loan proceeds of $75,000 (December 31, 2015 - $75,000). During the period ended June 30, 2016, the Company recorded imputed interest of $2,991 (December 31, 2015 - $6,000).

b) At June 30, 2016, the Company owes $nil (December 31, 2015 - $19,491) pursuant to a future receivable sales agreement with a non-related party. Under the terms of the agreement, the amount is secured by $73,639 of the Company's accounts receivable, bears interest at 30%, and due in installments of $792 payable on each business day.

c) At June 30, 2016, the Company owes $120,000 (December 31, 2015 - $120,000) in a note payable to a non-related party. Under the terms of the note, the amount is unsecured, bears interest at 10% per annum, and due on demand.

F-9

STEALTH TECHNOLGIES, INC.

(formerly Excelsis Investments, Inc.)

Notes to the Consolidated Financial Statements

(unaudited)

7.Common Shares

a) On January 1, 2016, the Company issued 500,000 common shares with a fair value of $14,250 to unrelated parties for consulting services.

b) On January 8, 2016, the Company issued 3,000,000 common shares with a fair value of $87,000 to unrelated parties for consulting services.

c) On March 26, 2016, the Company issued 13,166,555 common shares with a fair value of $381,830 to the President of the Company for employee bonuses.

d) On March 26, 2016, the Company issued 10,000,000 common shares with a fair value of $290,000 to the Chief Financial Officer of the Company for employee bonuses.

e) On March 26, 2016, the Company issued 3,000,000 common shares with a fair value of $87,000 to a non-related party for consulting services.

f) On at June 16, 2016, the Company issued 2,965,558 common shares with a fair value of $59,311 to unrelated parties for consulting services.

8.Commitment and Contingencies

a) On February 16, 2015, the Company entered into a lease agreement for a six month term commencing on March 1, 2015. The Company will have three consecutive options to renew the lease for an additional six months each. Pursuant to the agreement the Company has agreed to pay monthly amounts of $1,092 plus applicable sales taxes and pay a deposit of $2,668 consisting of the first month's rent and a $1,500 security deposit.

On August 13, 2015, the Company entered into an amendment agreement to renew the lease agreement. Pursuant to the amendment, the expiry date is extended to February 28, 2016.  On January 29, 2016, the lease was further amended to have an expiry date of August 31, 2016, and the Company has agreed to pay monthly amounts of $1,135 plus applicable sales taxes

b) On December 22, 2015, the Company was served notice by an individual claiming that he had received electronic emails recommending the purchase of the Company's common stock. The plantiff claims that during the period of December 3, 2012 to December 7, 2012, he had received eighteen unsolicited electronic mails in regards to the purchase of the Company's common stock and is seeking damages of $1,000 for each electronic mail he has received, plus $1,700 in attorney fees for a total claim of $19,700. Per the plaintiff's claim, he has served notice to the Company since 2013. However, the Company asserts that they have not received any notices in regards to these claims until December of 2015. The plaintiff presented his case in court on February 19, 2016 and the court ruled in favor of the plaintiff for the full amount of $19,700. As at June 30, 2016, the Company accrued the expense as other loss and has included the liability in accounts payables and accrued liabilities.

c) On February 2, 2016, the Company and three debt holders entered into a settlement agreement, where the Company agrees to pay $30,000 to the debt holders on or before the third day of each subsequent month until the entire balance is repaid by the Company. Refer to Note 3(a), (b), and (c).

d) On February 1, 2016, the Company received notice that a third party was seeking compensation for damages as a result of false advertisements made by the Company in regards to the Company's stealth cards. The plaintiff is a manufacturer and distributor of radio frequency identification (RFID) chip protection cards which are in competition with the Company's stealth cards. The Company has filed an answer to the plaintiff's complaint, with denials and affirmative defenses, and is unable to estimate the likelihood of any outcome as at June 30, 2016.

e) On February 22, 2016, the Company received notice that a consultant was seeking compensation for breach of agreement. Pursuant to the agreement, the parties agreed to equally split any net profits generated from the sale of Stealth cards made by the consultant. The Company asserts that historical sales generated from the sale of the Stealth Cards were not as a result of the consultant's services, and therefore the Company should not be liable for any compensation due to the consultant. The Company has filed a motion to dismiss, and is awaiting the hearing.

F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	June 30, 2016 $	December 31, 2015 $
Current Assets	832,493	1,193,612
Current Liabilities	2,178,751	2,801,238
Working Capital (Deficit)	(1,346,258)	(1,607,626)

Cash Flows

	June 30, 2016 $	June 30, 2015 $
Cash Flows used in Operating Activities	(48,034)	(135,528)
Cash Flows used in Investing Activities	(2,247)	Nil
Cash Flows provided from Financing Activities	(199,491)	Nil
Net Decrease in Cash During Period	(249,772)	(135,528)

Operating Revenues

   During the three months ended June 30, 2016, the Company earned revenues from operations of $567,584 compared with revenue of $182,904 during the three months ended June 30, 2015. The increase in revenue and gross profit margin is due to the fact that the Company earned increased revenue from the sale of Stealth cards, and also earned revenue from a new product introduced in the prior quarter, which in an emergency two way voice system that connects the user to 911. The increase in total revenue is net of a decrease in revenue from services of $22,150 during the three month period ended June 30, 2016 compared to the same period in 2015. For the three month period ended June 30, 2016, the Company recorded a gross margin of $260,303 or 45.86% compared to $152,543 or 83.40% during the period ended June 30, 2015. During the three month period ended June 30, 2016, the Company incurred less cost of services relating to engineering costs in comparison to the prior year.

   During the six months ended June 30, 2016, the Company earned revenues from operations of $1,990,368 compared with revenues of $509,452 during the six months ended June 30, 2015.  The increase in revenues and gross profit margin is due to the fact that the Company earned increased revenues from the sale of Stealth cards, and also earned revenue from a new product introduced in the prior quarter, which is an emergency two way voice system that connects the user to 911. The increase in total revenue is net of a decrease in revenue from services of $211,518 during the six month period ended June 30, 2016 compared to the same period in 2015. For the six month period ended June 30, 2016, the Company recorded a gross margin of $1,191,138 or 59.85% compared to $374,358 or 73.48% during the period ended June 30, 2015. During the six month period ended June 30, 2016, the Company incurred less cost of services relating to engineering costs in comparison to prior year.

Operating Expenses and Net Loss

Operations

During the three months ended June 30, 2016, the Company incurred operating expenses from operations of $505,170 compared with $238,769 during the three months ended June 30, 2015.  The increase is due to an increase of $55,236 in consulting fees incurred to new consultants for business and financial consulting services as per new consulting agreements which were not incurred in the prior year, $2,899 in payroll costs as the Company increased salaries and benefits incurred to the President and Chief Financial Officer of the Company in comparison to prior year, and $33,850 in professional fees for legal services relating to legal disputes which only arose during the prior and current quarters, $2,600 in research and development costs relating to the development of new products, and $171,815 of general and administrative fees due to increased overall office costs as compared to prior year.

4

During the six months ended June 30, 2016, the Company incurred operating expenses from operations of $2,255,501 compared with $515,512 during the six months ended June 30, 2015.  The increase is due to an increase of $987,437 in consulting fees incurred to new consultants for business and financial consulting services as per new consulting agreements, as well as share-based compensation to the President and Chief Financial Officer of the Company for business consulting services which were not incurred in the prior year, $122,986 in payroll costs as the Company increased salaries and benefits incurred to the President and Chief Financial Officer of the Company in comparison to prior year, and $42,996 in professional fees for legal services relating to legal disputes which only arose during the prior and current quarters, $2,600 in research and development costs relating to the development of new products and $583,566 of general and administrative fees due to increased overall office costs as compared to prior year.

Net Income (Loss)

For the three months ended June 30, 2016, the Company had a net income of $153,703 and basic and diluted net income per share of $0.00. In addition to operating expenses from operations, the Company also incurred a gain of $48,479 for the change in fair value of derivative liabilities relating to the floating conversion price of its convertible debenture and a $375,118 from make whole expense, offset by interest expense of $25,027 relating to interest charges incurred on its convertible debentures. For the three months ended June 30, 2015, the Company had a net loss of $507,120 and basic and diluted net loss per share of $0.02. In addition to operating expenses from operations, the Company also incurred make whole income of $188,601, offset by a loss of $385,851 for the change in fair value of derivative liabilities relating to the floating conversion price of its' convertible debenture and interest expense of $309,870 relating to interest charges incurred on its' convertible debentures.

For the six months ended June 30, 2016, the Company had a net loss of $732,147 and basic and diluted net loss per share of $0.01. In addition to operating expenses from operations, the Company also incurred a gain of $399,465 for the change in fair value of derivative liabilities relating to the floating conversion price of its convertible debenture, offset by a make whole expense of $14,026 and interest expense of $53,223 relating to interest charges incurred on its convertible debentures. For the six months ended June 30, 2015, the Company had a net loss of $719,412 and basic and diluted net loss per share of $0.02. In addition to operating expenses from operations, the Company also incurred a gain related to the forgiveness of debt of $3,061 and make whole income of $239,683, offset by a loss of $278,562 for the change in fair value of derivative liabilities relating to the floating conversion price of its' convertible debenture and interest expense of $542,440 relating to interest charges incurred on its' convertible debentures.

Liquidity and Capital Resources

As at June 30, 2016, the Company had cash of $138,411 and total current assets of $832,493 compared with cash of $388,183 and total current assets of $1,193,612 at December 31, 2015. The decrease in cash is attributed to increase in cost of goods sold and operating expenses. The overall decrease in total current assets is due to decrease of $249,772 in cash, $281,462 in receivables from revenue generated by the Company, and $297,305 in prepaid inventory, net of an increase of $194,444 in accounts receivables – related party, $155,761 in prepaid expense, and $117,215 in inventory.

The overall working capital deficit decreased from $1,607,626 at December 31, 2015 to $1,346,258 at June 30, 2016 due in part to decreases in accounts payable and accrued liabilities, accounts payable – related party, loans payable, convertible debentures, and derivative liability relating to the fair value of the floating conversion price of the convertible debenture. These decreases were offset by an increase in deferred revenue, amounts due to related parties, and liability for shares issuable – related party.

Cashflow from Operating Activities

During the six months ended June 30, 2016, the Company used $48,034 of cash for operating activities, which is reflective of the cash earned from operating activities, net of cash used for day-to-day business operations.   Comparatively, the Company used cash of $135,528 during the six months ended June 30, 2015. The decrease of cash used by operating activities is largely due to the Company earning higher revenue from the sale of its Stealth products in comparison to its prior period.

Cashflow from Investing Activities

During the six months ended June 30, 2016 the Company used $2,247 for investing activities to acquire intangible assets compared to the Company using $nil for investing activities during the six months ended June 30, 2015,

Cashflow from Financing Activities

During the six months ended June 30, 2016, the Company used $199,491 of cash for financing activities, compared with $nil used during the six months ended June 30, 2015. The increase in cash used for financing activities relate to repayments made towards loans payable and convertible debentures outstanding.

5

Convertible Promissory Note

On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $70,159 (December 31, 2015 - $36,416) has been recorded in accounts payable and accrued liabilities.

On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $125,000 in interest expense for the additional amount payable due to defaulting on the loan. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $20,000 on or before the third day of each subsequent month until the entire balance is repaid. During the period ended June 30, 2016, the Company had amortized $nil (December 31, 2015 - $88,357) of the debt discount to interest expense. During the period ended June 30, 2016, the Company repaid $120,000 (December 31, 2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As June 30, 2016, the carrying value of the debenture was $255,000 (December 31, 2015 - $375,000) and the fair value of the derivative liability was $75,903 (December 31, 2015 - $304,860).

On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $13,661 (December 31, 2015 - $10,267) has been recorded in accounts payable and accrued liabilities.

On December 20, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,618 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. During year ended December 31, 2015, the Company included a penalty of $12,753 in interest expense for the additional amount payable due to defaulting on the loan. During the year ended December 31, 2015, the Company issued 2,001,225 common shares for the conversion of $24,495. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $5,000 on or before the third day of each subsequent month until the entire balance is repaid. During the period ended June 30, 2016, the Company had amortized $nil (December 31, 2015 - $46,652) of the debt discount to interest expense. During the period ended June 30, 2016, the Company repaid $30,000 (December 31, 2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As at June 30, 2016, the carrying value of the debenture was $8,258 (December 31, 2015 - $38,258) and the fair value of the derivative liability was $3,142 (December 31, 2015 - $65,853). During the period ended June 30, 2016, the Company amortized $nil (December 31, 2015 - $285) in financing costs.

On June 25, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 24, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 22, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $20,985 (December 31, 2015 - $13,854) has been recorded in accounts payable and accrued liabilities.

On December 22, 2014, the note became convertible resulting in the Company recording a derivative liability of $49,464 with a corresponding adjustment to loss on change in fair value of derivative liabilities. Pursuant to the agreement, the convertible note matured on June 24, 2015 and 150% of the remaining balance in principal and interest is payable. During the year ended December 31, 2015, the Company included a penalty of $25,000 in interest expense for the additional amount payable due to defaulting on the loan.  On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $5,000 on or before the third day of each subsequent month until the entire balance is repaid. During the period ended June 30, 2016, the Company had amortized $nil (December 31, 2015 - $47,044) of the debt discount to interest expense. During the period ended June 30, 2016, the Company repaid $30,000 (December 31, 2015 - $nil) of the outstanding loan pursuant to a settlement agreement. As at June 30, 2016, the carrying value of the debenture was $45,000 (December 31, 2015 - $75,000) and the fair value of the derivative liability was $12,739 (December 31, 2015 - $120,536). During the period ended June 30, 2016, the Company amortized $nil (December 31, 2015 - $288) in financing costs.

6

Critical Accounting Policies and Estimates

We prepared our financial statements and the accompanying notes in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions about future events that affect the reported amounts in the financial statements and the accompanying notes. We identified certain accounting policies as critical based on, among other things, their impact on the portrayal of our financial condition, results of operations, or liquidity and the degree of difficulty, subjectivity, and complexity in their deployment. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. Management routinely discusses the development, selection, and disclosure of each of the critical accounting policies. The following is a discussion of our most critical accounting policies:

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts receivable, accounts receivable – related party, accounts payable and accrued liabilities, accounts payable – related party, loans payable, amount due to related parties, convertible debenture, and loan payable – related party. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

7

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective.

Management's assessment identified several material weaknesses in our internal control over financial reporting. These material weaknesses include the following:

- Insufficient number of qualified accounting personnel governing the financial close and reporting process

- Lack of proper segregation of duties

There was no change in our internal control over financial reporting during the three months ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The foregoing shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and no Form 8-K was filed in conjunction therewith.

a) Effective June 16, 2016, the Company issued 2,965,558 common shares with a fair value of $59,311 to unrelated parties for consulting services.

b)    On March 17, 2016, we entered into a Consulting Agreement with Still Goin Inc. by which we agreed to pay Still Goin Inc. 7.5% of our outstanding shares of common stock in consideration of Still Goin Inc. providing advisory services to us.  The terms of the share issuance is as follows:

2.5% upon the execution of the Consulting Agreement;

2.5% upon the effective of the registration statement to be filed by us to issue the shares; and,

2.5% ninety days after the effectiveness of the registration statement.

After executing the consulting agreement we incorrectly issued 2,302,229 restricted shares of common stock to Still Goin Inc.  The amount was subsequently corrected and the previous stock issuance was cancelled.  Thereafter, on July 25, 2016,  we issued 1,482,779 restricted shares of common stock to Still Goin Inc.

The foregoing shares were issued to Still Goin Inc. pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 

We failed to file a Form 8-K at the time the foregoing agreement was entered into by us (March 17, 2016) and we failed to file a Form 8-K when we issued the corrected number of shares on July 25, 2016.   

On March 17, 2016, we entered into a Consulting Agreement with Type A Partners Inc.  by which we agreed to pay Type A Partners Inc. 7.5% of our outstanding shares of common stock in consideration of Type A Partners providing advisory services to us.  The terms of the share issuance is as follows:

8

2.5% upon the execution of the Consulting Agreement;

2.5% upon the effective of the registration statement to be filed by us to issue the shares; and,

2.5% ninety days after the effectiveness of the registration statement.

After executing the consulting agreement, we incorrectly issued 2,302,229 restricted shares of common stock to Type A Partners Inc.  The amount was subsequently corrected and the previous stock issuance was cancelled.  Thereafter, on July 25, 2016, we issued 1,482,779 restricted shares of common stock to Type A Partners Inc.

The foregoing shares were issued to Type A Partners Inc. pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 

We failed to file a Form 8-K at the time the foregoing agreement was entered into by us (March 17, 2016) and we failed to file a Form 8-K when we issued the corrected number of shares on July 25, 2016.   

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.MINE SAFETY DISCLOSURES.

None.

ITEM 5.OTHER INFORMATION.

The foregoing shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and no Form 8-K was filed in conjunction therewith.

a) Effective June 16, 2016, the Company issued 2,965,558 common shares with a fair value of $59,311 to unrelated parties for consulting services.

b)    On March 17, 2016, we entered into a Consulting Agreement with Still Goin Inc. by which we agreed to pay Still Goin Inc. 7.5% of our outstanding shares of common stock in consideration of Still Goin Inc. providing advisory services to us.  The terms of the share issuance is as follows:

2.5% upon the execution of the Consulting Agreement;

2.5% upon the effective of the registration statement to be filed by us to issue the shares; and,

2.5% ninety days after the effectiveness of the registration statement.

After executing the consulting agreement we incorrectly issued 2,302,229 restricted shares of common stock to Still Goin Inc.  The amount was subsequently corrected and the previous stock issuance was cancelled.  Thereafter, on July 25, 2016,  we issued 1,482,779 restricted shares of common stock to Still Goin Inc.

The foregoing shares were issued to Still Goin Inc. pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 

We failed to file a Form 8-K at the time the foregoing agreement was entered into by us (March 17, 2016) and we failed to file a Form 8-K when we issued the corrected number of shares on July 25, 2016.   

On March 17, 2016, we entered into a Consulting Agreement with Type A Partners Inc.  by which we agreed to pay Type A Partners Inc. 7.5% of our outstanding shares of common stock in consideration of Type A Partners providing advisory services to us.  The terms of the share issuance is as follows:

2.5% upon the execution of the Consulting Agreement;

2.5% upon the effective of the registration statement to be filed by us to issue the shares; and,

2.5% ninety days after the effectiveness of the registration statement.

After executing the consulting agreement, we incorrectly issued 2,302,229 restricted shares of common stock to Type A Partners Inc.  The amount was subsequently corrected and the previous stock issuance was cancelled.  Thereafter, on July 25, 2016, we issued 1,482,779 restricted shares of common stock to Type A Partners Inc.

The foregoing shares were issued to Type A Partners Inc. pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 

We failed to file a Form 8-K at the time the foregoing agreement was entered into by us (March 17, 2016) and we failed to file a Form 8-K when we issued the corrected number of shares on July 25, 2016.

9

ITEM 6. EXHIBITS.

Exhibit		Incorporated by reference			Filed
Number	Document Description	Form	Date	Number	Herewith
2.1	Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile Dynamic Marketing, Inc.	8-K	01/31/13	2.1
2.2	Exchange Agreement between Pub Crawl Holdings, Inc. and Career Start, Inc.	10-Q	11/19/13	2.2
3.1	Articles of Incorporation - Pub Crawl.	S-1	10/07/10	3.1
3.2	Articles of Incorporation - Mobile Dynamic Marketing, Inc.	10-K/A	04/16/13	3.2
3.3	Articles of Incorporation – Career Start, Inc.	10-K	04/15/14	3.3
3.4	Bylaws - Pub Crawl Holdings, Inc.	S-1	10/07/10	3.2
3.5	Bylaws - Mobile Dynamic Marketing, Inc.	S-1	06/14/13	3.4
3.6	Bylaws – Career Start, Inc.	10-K	04/15/14	3.6
3.7	Amended Articles of Incorporation – March 26, 2013.	10-K	04/15/14	3.7
3.8	Amended Articles of Incorporation – October 24, 2013.	10-K	04/15/14	3.8
3.9	Amended Articles of Incorporation – May 26, 2016.	8-K	06/02/16	3.1
3.10	Correction to Amended Articles of Incorporation – June 2, 2016.	8-K	06/02/16	3.2
10.1	Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010.	S-1	10/07/10	10.1
10.2	Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010.	S-1	10/07/10	10.2
10.3	Promissory Note between the Company and Sun Valley Investments dated August 5, 2010.	S-1	10/07/10	10.3
10.4	Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010.	S-1	10/07/10	10.4
10.5	Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2012.	8-K	08/11/12	10.1
10.6	Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2012.	8-K	08/11/12	10.2
10.7	Debt Forgiveness Agreement with Hermaytar SA.	10-K/A-2	07/21/14	10.7
10.8	Consulting Agreement with Still Goin Inc. dated March 17, 2016.			10.1	X
10.9	Consulting Agreement with Type A Partners Inc. dated March 17, 2016.			10.2	X
14.1	Code of Ethics.	S-1	10/07/10	14.1
21.1	List of Subsidiaries.	S-1	10/07/10	21.1
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.DEF	XBRL Taxonomy Extension – Definitions.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 22^nd day of August, 2016.

STEALTH TECHNOLOGIES, INC. (formerly, Excelsis Investments, Inc.)
BY:	BRIAN McFADDEN
	Brian McFadden
	President, Principal Executive Officer and Director
BY:	MICHELLE PANNONI
	Michelle Pannoni
	Principal Financial Officer, Principal Accounting Officer and Treasurer

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EXHIBIT INDEX

Exhibit		Incorporated by reference			Filed
Number	Document Description	Form	Date	Number	Herewith
2.1	Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile Dynamic Marketing, Inc.	8-K	01/31/13	2.1
2.2	Exchange Agreement between Pub Crawl Holdings, Inc. and Career Start, Inc.	10-Q	11/19/13	2.2
3.1	Articles of Incorporation - Pub Crawl.	S-1	10/07/10	3.1
3.2	Articles of Incorporation - Mobile Dynamic Marketing, Inc.	10-K/A	04/16/13	3.2
3.3	Articles of Incorporation – Career Start, Inc.	10-K	04/15/14	3.3
3.4	Bylaws - Pub Crawl Holdings, Inc.	S-1	10/07/10	3.2
3.5	Bylaws - Mobile Dynamic Marketing, Inc.	S-1	06/14/13	3.4
3.6	Bylaws – Career Start, Inc.	10-K	04/15/14	3.6
3.7	Amended Articles of Incorporation – March 26, 2013.	10-K	04/15/14	3.7
3.8	Amended Articles of Incorporation – October 24, 2013.	10-K	04/15/14	3.8
3.9	Amended Articles of Incorporation – May 26, 2016.	8-K	06/02/16	3.1
3.10	Correction to Amended Articles of Incorporation – June 2, 2016.	8-K	06/02/16	3.2
10.1	Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010.	S-1	10/07/10	10.1
10.2	Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010.	S-1	10/07/10	10.2
10.3	Promissory Note between the Company and Sun Valley Investments dated August 5, 2010.	S-1	10/07/10	10.3
10.4	Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010.	S-1	10/07/10	10.4
10.5	Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2012.	8-K	08/11/12	10.1
10.6	Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2012.	8-K	08/11/12	10.2
10.7	Debt Forgiveness Agreement with Hermaytar SA.	10-K/A-2	07/21/14	10.7
10.8	Consulting Agreement with Still Goin Inc. dated March 17, 2016.			10.1	X
10.9	Consulting Agreement with Type A Partners Inc. dated March 17, 2016.			10.2	X
14.1	Code of Ethics.	S-1	10/07/10	14.1
21.1	List of Subsidiaries.	S-1	10/07/10	21.1
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.DEF	XBRL Taxonomy Extension – Definitions.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X

12