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EX-32.2 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF FINANCIAL OFFICER - STEALTH TECHNOLOGIES, INC.exh32-2.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE OFFICER - STEALTH TECHNOLOGIES, INC.exh32-1.htm
EX-31.2 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL FINANCIAL OFFICER - STEALTH TECHNOLOGIES, INC.exh31-2.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE OFFICER - STEALTH TECHNOLOGIES, INC.exh31-1.htm




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 MARCH 31, 2017
   
 
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:  _______________ as of May 22, 2017.
 



TABLE OF CONTENTS

 
Page
   
 
3
     
Consolidated Financial Statements.
3
     
Management's Discussion and Analysis of Financial Condition and Results of Operations.
3
     
Quantitative and Qualitative Disclosures About Market Risk.
3
     
Controls and Procedures.
3
     
 
3
     
Legal Proceedings.
3
     
Risk Factors.
4
     
Unregistered Sales of Equity Securities and Use of Proceeds.
4
     
Defaults Upon Senior Securities.
4
     
Mine Safety Disclosures.
4
     
Other Information.
4
     
Exhibits.
4
     
6
   
7






PART I – FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS.

This Form 10-Q does not contain Financial Statements or Management's Discussion and Analysis of Our Financial Condition and Results of Operations because we have not completed the preparation of our financial statements for the quarter ended March 31, 2017.  We will amend this Form 10-Q as soon as we have prepared the required financial statements and the same have been reviewed by our auditors as required by Item 8.03 of Reg. S-X.


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

This Form 10-Q does not contain Financial Statements or Management's Discussion and Analysis of Our Financial Condition and Results of Operations because we have not completed the preparation of our financial statements for the quarter ended March 31, 2017.  We will amend this Form 10-Q as soon as we have prepared the required financial statements and the same have been reviewed by our auditors as required by Item 8.03 of Reg. S-X.


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 March 31, 2017 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.

a)
An action was initiated against us in Scanner Guard Corporation v. Excelsis Investments, Inc., et al., Case No. 16-516, pending in the United States District Court for the Eastern District of Pennsylvania wherein Scanner Guard alleges that we made false statements about our stealth card.  The plaintiff is a manufacturer and distributor of radio frequency identification (RFID) chip protection cards which are in competition with our stealth cards. We filed an answer to Scanner's complaint, denying the allegations in Scanner's complaint and have asserted certain affirmative defenses.  We intend to vigorously defend this matter.

b)
An action was initiated against us in The Marketing Source, Inc. v. Mobile Dynamic Marketing, Inc., a Florida corporation, et al, Case No. 2016-000823-CI, pending in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida wherein The Marketing Source alleges that we breached the terms a Marketing Agreement and as a result The Marketing Source is entitled to an unspecified amount of damages, an accounting, and an injunction.  We deny The Marketing Source's allegations and intend to vigorously defend this action.


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 SALE OF EQUITY SECURITIES.

None.


ITEM 3.          DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4.          MINE SAFETY DISCLOSURES.

None.


ITEM 5.          OTHER INFORMATION.

None


ITEM 6.          EXHIBITS.

Exhibit
 
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
Herewith
           
Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile Dynamic Marketing, Inc.
8-K
01/31/13
2.1
 
Exchange Agreement between Pub Crawl Holdings, Inc. and Career
Start, Inc.
10-Q
11/19/13
2.2
 
Articles of Incorporation - Pub Crawl
S-1
10/07/10
3.1
 
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
10-K/A
04/16/13
3.2
 
Articles of Incorporation – Career Start, Inc.
10-K
04/15/14
3.3
 
Bylaws - Pub Crawl Holdings, Inc.
S-1
10/07/10
3.2
 
Bylaws - Mobile Dynamic Marketing, Inc.
S-1
06/14/13
3.4
 
Bylaws – Career Start, Inc.
10-K
04/15/14
3.6
 
Amended Articles of Incorporation – March 26, 2013
10-K
04/15/14
3.7
 
Amended Articles of Incorporation – October 24, 2013
10-K
04/15/14
3.8
 
Amended Articles of Incorporation – May 26, 2016
8-K
06/02/16
3.1
 
Correction to Amended Articles of Incorporation – June 2, 2016
8-K
06/02/16
3.2
 
Assignment Agreement between the Company, Peter Kremer, and
PBPubCrawl.com, LLC dated June 14, 2010
S-1
10/07/10
10.1
 

Form of Management Agreement between the Company and Peter
Kremer dated June 22, 2010
S-1
10/07/10
10.2
 
Promissory Note between the Company and Sun Valley Investments dated August 5, 2010
S-1
10/07/10
10.3
 
Consulting Agreement between the Company and Voltaire Gomez
dated September 23, 2010
S-1
10/07/10
10.4
 
Settlement Agreement between the Company and Sun Valley
Investments dated May 25, 2012
8-K
08/11/11
10.1
 
Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2012
8-K
08/11/11
10.2
 
Debt Forgiveness Agreement with Hermaytar SA
10-K/A-2
07/21/14
10.7
 
Consulting Agreement with Still Goin Inc. dated March 17, 2016
10-Q
08/22/16
10.1
 
Consulting Agreement with Type A Partners Inc. dated March 17, 2016
10-Q
08/22/16
10.2
 
Code of Ethics
S-1
10/07/10
14.1
 
List of Subsidiaries
S-1
10/07/10
21.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
X
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
X
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
X
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
X
101.INS
XBRL Instance Document
       
101.SCH
XBRL Taxonomy Extension – Schema
       
101.CAL
XBRL Taxonomy Extension – Calculations
       
101.DEF
XBRL Taxonomy Extension – Definitions
       
101.LAB
XBRL Taxonomy Extension – Labels
       
101.PRE
XBRL Taxonomy Extension – Presentation
       












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 22nd day of May 2017.

 
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












EXHIBIT INDEX

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



 
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