UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~August~~Securities ~~18,~~Exchange ~~2017Date~~Act of ~~Report (Date of earliest event reported)~~1934

~~Stealth~~December ~~Air~~12, ~~Corp. (Exact name of registrant as specified in its charter)~~2017

Delaware		000-55794		81-1378730
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.

Date of Report (Date of earliest event reported)

Stealth Air Corp.

(Exact name of registrant as specified in its charter)

Delaware

000-55794

81-1378730

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

222 Grand Ave. Brookhaven Airport, Shirley, NY

11967

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code ~~619~~631-~~924~~772-~~9600~~7261

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 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))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~01.~~405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~August~~Growth ~~18, 2017, Stealth Air Corp. (the “~~Company”) issued two unsecured Convertible Promissory Notes (the “Notes”) to existing shareholders in consideration for loans made to the Company in the aggregate of $128,068.11. The first Note has a principal amount $85,000.00 and the second Note has a principal amount of $43,068.11. The Notes do not accrue interest but are convertible into shares of the Company’s common stock at any time at the rate of $1.50 per share. The Notes also each contain a blocker so that its holder may not convert if conversion would cause the holder to exceed 4.9% of the Company’s issued and outstanding shares, which limit the holder may increase to 9.9% with 61 days’ advance notice to the Company. The Notes mature two years from their issuance. The Company may prepay the Notes without premium or penalty. x

~~Item~~If ~~2.03.~~an ~~Creation~~emerging ofgrowth acompany, ~~Direct~~indicate ~~Financial~~by ~~Obligation~~check mark if the registrant has elected not to use the extended transition period for complying with any new or anrevised ~~Obligation~~financial ~~Under~~accounting anstandards ~~Off-~~provided ~~Balance~~pursuant ~~Sheet~~to ~~Arrangement~~Section 13(a) of athe ~~Registrant~~Exchange Act.

~~The~~Item ~~disclosure~~5.02 inDeparture ~~Item 1.01~~of isDirectors ~~incorporated~~or ~~herein~~Certain byOfficers; ~~reference~~Election ~~with~~of ~~regards~~Directors; toAppointment ~~the~~of ~~Notes.~~Certain Officers; Compensatory Arrangements of Certain Officers

~~Item~~On 9or around December 12, 2017, Ezra Green resigned as the Chief Executive Officer (“CEO”), and all other executive positions of Stealth Air Corp.01 (the “Company”). ~~Financial~~Mr. ~~Statements~~Green’s resignation is not related to any disagreement with the Company. Mr. Green remains as the chairman of the Board of Directors and ~~Exhibits~~a significant shareholder of the Company.

On December 12, 2017, the Company’s Board of Directors appointed Craig Redding to serve as the interim CEO of the Company. There are no material plans, contracts or arrangements (dwhether or not written) ~~Exhibits~~with respect to Mr. ~~The~~Redding’s ~~following~~appointment ~~exhibits~~as ~~are~~interim ~~filed~~CEO. Any ~~herewith~~such plans, contracts or arrangements, if any, will be worked out at a later date. Mr. Redding’s bio is below.

Exhibit No.		Description
99.1		Craig Redding Promissory Note
99.2		Gary Redding Promissory Note

Craig Redding has over 25 years of financial industry experience, with an expertise in company financing and development strategies in primarily small to mid-sized companies. In early 2009, Mr. Redding started Craig Redding, LLC, a private consulting firm, which he ran until 2015. He currently holds the position as President/CEO of Triumph Investor Relations from 2015 until present.

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 Air Corp.
Date: August 18, 2017	By:	/s/ Ezra Green
Date: December 18, 2017	By:	/s/ Craig Redding
		Ezra Green, CEO
		Craig Redding, interim CEO

Filing Compare · Stealth Air Corp.