UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 327, 2020

STEALTH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54635

Nevada		27-2758155
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

801 West Bay Drive, Suite 470

Largo, Florida 33770

(Address of principal executive offices and Zip Code)

(800) 579-0528

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		STTH		OTC Markets “PINK”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR Â§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR Â§240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 58.0301 ~~AMENDMENT~~OTHER ~~TO ARTICLES OF INCORPORATION OR BYLAWS~~EVENTS

On ~~January~~ 24March 27, 2020, the Company determined that it will not be able to file its Form 10-K for the year ended December 31, 2019 on time as a result of factors relating to the COVID-19 pandemic and the steps taken by states to seek to reduce the spread of the virus by either requesting or requiring businesses to close or work remotely. As a result, the Company’s ~~Board~~accounting staff and the staff of ~~Directors~~the ~~approved~~independent auditors are not able to complete the audit in a ~~resolution~~timely ~~authorizing~~manner in order to file the Form 10-K by the required date, after giving effect to the extension permitted by Section 12b-25. The Company is filing this report on Form 8-K to ~~amend~~report ~~its~~that ~~Articles~~it ofwill rely on the exemption from timely filing provided by the SEC in Release No. 34-88318, dated March 4, ~~Incorporation~~2020 (the “Release”). The Company anticipates that it will file the Form 10-K no later than May 14, 2020 (45 days after the original due date). This report on Form 8-K replaces the Form 12b-25, which, as provided in the Release, is not required to ~~effectively:~~be filed.

	i.	Reverse stock split- the Company’s common stock will be split on a 1:100 ratio (reverse split). Each holder of one hundred (100) shares of the Company’s common stock prior to the reverse split will receive, in exchange, one (1) share of the Company’s new common stock post-split. The reverse stock split will not effect the Company’s preferred stock; and
	ii.	Change in authorized common stock- The authorized common stock, par value $0.001, shall be reduced to Seven Hundred Fifty Million (750,000,000) shares from Two Billion (2,000,000,000) shares.

In reliance on the aforementioned SEC order, the Company intends to include the following risk factor in its 2019 Annual Report on Form 10-K:

~~On January~~“Our ~~27,~~business ~~2020,~~operations ~~shareholders~~have ~~holding~~been aand ~~majority~~may ofcontinue ~~the~~to ~~Company’s~~be ~~voting~~materially ~~stock~~and ~~approved~~adversely ~~the~~affected ~~filing~~by of the ~~Amendment~~outbreak ~~to the Company’s Articles~~ of ~~Incorporation to effect~~ the ~~proposed~~novel ~~reverse stock split and reduction in authorized common shares by a vote of 1,031,294,518~~respiratory ~~shares~~illness ~~“FOR”,~~coronavirus ~~0 shares~~ (“~~Against~~COVID-19” ~~and 152,611,556 shares “Abstained~~).~~” On January 29, 2020, the Company filed the Amendment to its Articles of Incorporation with the Secretary of State of Nevada.~~

~~Item~~On March 911, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic.01 ~~Financial~~The new ~~Statements~~strain of COVID-19 is considered to be highly contagious and ~~Exhibits~~poses a serious public health threat. The outbreak of COVID-19 emerged in China, where many of the Company’s suppliers are located.

Exhibit No.		Description
3.1*		Date stamped Amendment to Articles of Incorporation

Any outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy, our markets and our business. A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery and assembly process within any of our production facilities could continue to result in delays in the shipment of products to our customers, increased costs and reduced revenue.

*We ~~filed~~cannot ~~herewith~~foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook for automobile sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STEALTH TECHNOLOGIES, INC.
Date: February 3, 2020	By:	/s/ Alexander J. Clair
Date: March 27, 2020	By:	/s/ Alexander J. Clair
		Alexander J. Clair
		President & Chief Executive Officer

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