<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               Amendment No. 2 to
                                  FORM 10-QSB/A

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended April 30, 2003

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from ___________ to __________

Commission File Number: 000-26439

                             Stealth MediaLabs, Inc.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)


           NEVADA                                                98-0203927
           ------                                                ----------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


11475 Commercial Ave., Suite 11, Richmond, IL                       60071
---------------------------------------------                       -----
   (Address of principal executive offices)                       (Zip Code)

                    Issuer's telephone number: (847) 356-0799

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date: 21,602,184 shares at April
30, 2003.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                             STEALTH MEDIALABS, INC.
                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

                             Stealth MediaLabs, Inc.


THE COMPANY DID NOT OBTAIN A REVIEW OF THESE INTERIM FINANCIAL STATEMENTS BY AN
INDEPENDENT ACCOUNTANT USING PROFESSIONAL REVIEW STANDARDS AND PROCEDURES,
ALTHOUGH THAT REVIEW IS REQUIRED BY PARAGRAPH (b) OF ITEM 310 OF REGULATION S-B.



Item 1. Condensed Consolidated Financial Statements:

        Condensed Consolidated Balance Sheet as of
        April 30, 2003 (unaudited) and October 31, 2002                        3

        Condensed Consolidated Statements of Operations
        for the three months ended April 30, 2003
        and the cumulative period from
        September 25, 2000 to January 31, 2003 (unaudited)                     4

        Condensed Consolidated Statements of Cash Flows
        for the three months ended April 30, 2003
        and the cumulative period from
        September 25, 2000 to January 31, 2003 (unaudited)                     5

        Notes to Condensed Consolidated Financial Statements                   6

Item 2. Management's Discussion and Analysis or Plan of Operations             9

Item 3. Controls and Procedures                                               13

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                     14

Item 2. Changes in Securities                                                 14

Item 3. Defaults on Senior Securities                                         14

Item 4. Submission of Matters to a Vote of Security Holders                   14

Item 5. Other Information                                                     14

Item 6. Exhibits and Reports on Form 8-K                                      15

Signatures                                                                    16

Certifications                                                                17

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE COMPANY DID NOT OBTAIN A REVIEW OF THESE INTERIM FINANCIAL STATEMENTS BY AN
INDEPENDENT ACCOUNTANT USING PROFESSIONAL REVIEW STANDARDS AND PROCEDURES,
ALTHOUGH THAT REVIEW IS REQUIRED BY PARAGRAPH (b) OF ITEM 310 OF REGULATION S-B.


                             Stealth MediaLabs, Inc.

                     Stealth MediaLabs, Inc. and Subsidiary
                          (A Development Stage Entity)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                 April 30, 2003 (Unaudited) and October 31, 2002



ASSETS                                                30-APR-03
                                                      UNAUDITED       31-OCT-02
                                                     ------------   ------------
Current Assets
  Cash and cash equivalents                          $    47,991    $   172,596
  Inventory                                          $    85,672    $        --
  Prepaid Expenses                                   $     3,667    $        --
                                                     ------------   ------------
Total Current Assets                                 $   137,330    $   172,596

Property & Equipment, net                            $   127,890    $    46,592
Intangible Assets, net                               $   157,665    $   140,400
                                                     ------------   ------------
                    Total Assets                     $   422,885    $   359,588
                                                     ============   ============

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
  Loans from an officer and director                 $       200    $       200
  Notes Payable                                      $    67,332    $        --
  Accounts Payable                                   $    71,933    $     6,437
  Accrued Liabilities                                $   242,391    $   242,391
                                                     ------------   ------------
Total Current Liabilities                            $   381,856    $   249,028

Commitments and Contingencies

Stockholders' Equity

Common Stock; $.001par value;
  authorized - 50,000,000 shares;
  issuued and outstanding - 21,602,184 at
  Apr. 30, 2003 and 21,786,799 at Oct. 31, 2002      $    21,602    $    21,187
Additional Paid In Capital                           $ 3,176,500    $ 2,810,923
Deferred Compensation                                $  (678,607)   $  (279,342)
Subscription Receivable                              $        --    $  (200,000)
Deficit accumulated in the development stage         $(2,478,466)   $(2,242,208)
                                                     ------------   ------------
Total Stockholders' Equity                           $    41,029    $   110,560
                                                     ------------   ------------

     Total Liabilities and Stockholders' Equity      $   422,885    $   359,588
                                                     ============   ============


  See accompanying notes to these condensed consolidated financial statements

                                        3
<PAGE>

                     Stealth MediaLabs, Inc. and Subsidiary
                          (A Development Stage Entity)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
          For the three months ended April 30, 2003 and for the Period
    from September 30, 2000 (Commencement of Operations) to January 31, 2003
                                   (Unaudited)


                                                                     25-SEP-00
                                                 THREE MONTHS     (COMMENCEMENT)
                                                ENDED 30-APR-03    TO 31-JAN-03
                                                 -------------     -------------

Revenue                                          $    105,816      $     11,000
Cost of Goods Sold                               $     80,420      $     16,217
                                                 -------------     -------------

Gross Profit                                     $     25,396      $     (5,217)
                                                 -------------     -------------

Expense
    Business Promotion Expense                   $     21,057      $    222,751
    Depreciation and Amortization                $      9,107      $     73,860
    General & Administrative Expense             $     54,721      $  1,508,701
    Research & Development                       $     18,908      $    412,976
                                                 -------------     -------------
        Total Expense                            $    103,793      $  2,218,288
                                                 -------------     -------------

Operating Loss                                   $    (78,397)     $ (2,223,505)
                                                 -------------     -------------

Other (Income) Expense
    Interest Income                              $         25      $      3,833
    Interest Expense                             $        338      $    178,301
                                                 -------------     -------------
    Net Other Income (Expense)                   $       (313)     $   (174,468)
                                                 -------------     -------------

Net Loss to Common Stockholders                  $    (78,710)     $ (2,397,973)
                                                 =============     =============
Basic and Diluted Loss Per Share                 $    (0.0036)
                                                 =============
Weighted Average Number of Shares of
    Common Stock Outstanding                       21,602,184
                                                 =============



  See accompanying notes to these condensed consolidated financial statements

                                        4
<PAGE>

<TABLE>

                                 Stealth MediaLabs, Inc. and Subsidiary
                                      (A Development Stage Entity)
                             CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                          Three months ended April 30, 2003 and for the Period
                from September 30, 2000 (Commencement of Operations) to January 31, 2003
                                               (Unaudited)
<CAPTION>

                                                                                             25-SEP-00
                                                                             THREE MONTHS  (COMMENCEMENT)
                                                                           ENDED 30-APR-03  TO 31-JAN-03
                                                                             ------------   ------------
<S>                                                                          <C>            <C>
Cash Flows from Operating Activities
    Net Loss                                                                 $   (78,710)   $(2,399,758)
    Adjustments to reconcile Net Income to net cash provided by operations
        Consuting fees paid by issuance of warrants                          $        --    $   245,791
        Amortization of Loan Discount                                        $        --    $   169,781
        Non-cash interest expense                                            $        --    $     5,250
        Amortization of Deferred Compensation                                $    12,000    $   364,750
        Inventory purchases                                                  $   (80,420)   $   (28,468)
        Prepaid Expenses                                                     $    (3,667)   $    (3,667)
        Depreciation and amortization                                        $    11,707    $    92,061

    Changes in liabilites
        Accounts Payable                                                     $    65,933    $     6,000
        Accrued Payroll - related party                                      $        --    $   168,696
        Accrued Expenses                                                     $     1,967    $    47,502
                                                                             ------------   ------------
               Net cash used in Operating Activities                         $   (71,190)   $(1,332,062)
                                                                             ------------   ------------

    Cash Flows from Investing Activities
        Purchase of fixed assets                                             $    81,298    $    (3,846)
                                                                             ------------   ------------
               Net Cash used in Investing Activities                         $   (81,298)   $    (3,846)
                                                                             ------------   ------------

    Cash Flows from Financing Activities
        Net proceeds from convertible debt                                   $        --    $   272,000
        Loans from director and officers                                     $        --    $    76,550
        Repayment of loans from directors and officers                       $        --    $   (76,350)
        Net proceeds from exercise of warrants                               $        --    $   161,000
        Net proceeds from issuance of common stock                           $        --    $   784,355
        Collection of subscription receivable                                $        --    $   251,500
        Proceeds of borrowings from banks & finance companies                $    67,332    $    40,000
        Repayment of bank loan                                               $        --    $   (40,000)
                                                                             ------------   ------------
    Net cash provided by Financing Activities                                $    67,332    $ 1,469,055
                                                                             ------------   ------------

Net cash (decrease) increase for period                                      $   (85,156)   $   133,147
Cash and Cash Equivalents, Beginning of period                               $   133,147
                                                                             ------------   ------------

Cash and Cash Equivalents, end of period                                     $    47,991    $   133,147
                                                                             ============   ============

See accompanying notes to the condensed consolidated financial statements for
additional information relating to non-cash investing and financing activities
concerning prepaid consulting fees, issuance of common stock related to
convertible debt and warrants and related party payables during the periods.

                                                    5
</TABLE>
<PAGE>


                     Stealth MediaLabs, Inc. and Subsidiary
                          (A Development Stage Entity)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                 April 30, 2003


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         THE COMPANY DID NOT OBTAIN A REVIEW OF THESE INTERIM FINANCIAL
STATEMENTS BY AN INDEPENDENT ACCOUNTANT USING PROFESSIONAL REVIEW STANDARDS AND
PROCEDURES, ALTHOUGH THAT REVIEW IS REQUIRED BY PARAGRAPH (b) OF ITEM 310 OF
REGULATION S-B.



Note 1 - Basis of Presentation

         The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10-QSB and Article 310 of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. The preparation requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results may differ from these estimates. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended April 30, 2003 are not necessarily indicative of the
results that may be expected for the year ending October 31, 2003.

         The combination of the Company and BitzMart, Inc. has been treated as a
recapitalization of the Company. The Company was the legal acquirer in the
merger. BitzMart, Inc. was the accounting acquirer since its stockholders
acquired a majority ownership interest in the Company. Consequently, the
historical financial information included in the financial statements of the
Company prior to October 30, 2002 is that of BitzMart, Inc. All historical share
and per share data presented for transactions occurring prior to the October 30,
2002 merger have been restated to reflect the share exchange ratio of 1 for
6.4226.

Development Stage Enterprise
----------------------------

         The Company is a Development Stage Enterprise, as defined in Statement
of Financial Accounting Standards ("SFAS") No. 7 "Accounting and Reporting for
Development Stage Enterprises". Under SFAS No. 7, certain additional financial
information is required to be included in the financial statements for the
period from inception of the Company to the current balance sheet date.

         Since the inception of the Company, management has focused on the
process of raising capital through private placement of common stock and
warrants, effecting its business merger, and performing research and development
activities.

Principles of Consolidation
---------------------------

         These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Watermark Technology, Inc. ("WTI"), a
Florida corporation, incorporated in 2000 and RollingDream, Inc., an Illinois
corporation incorporated in 2003, and BitzMart, Inc., a Colorado corporation
incorporated in 2000. All intercompany transactions have been eliminated on
consolidation.

Research and Development Costs
------------------------------


            The cost of research, development and product improvement
expenditures are charged to expense as they are incurred. For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB for the year ended October 31, 2002
as filed with the Securities and Exchange Commission.

                                        6
<PAGE>

Note 2 - Going Concern

         The Company is in the development stage. The Company currently is
pursuing additional financing to fund product development and marketing efforts
during the coming year. Existing funds are insufficient to execute the marketing
alliance plan for revenue development and make programming modifications to the
software application required for successful commercialization. There are no
assurances the Company will receive funding necessary to continue the execution
of its distribution plans.

Note 3 - Accrued Liabilities

         Accrued liabilities consist of the following at January 31:

                                                         2003            2002
                                                     ------------   ------------

Accrued employee compensation and benefit costs      $   156,788    $    89,288
Accrued professional fees and insurance                   87,569             --
                                                     ------------   ------------
                                                     $   244,357    $    89,288
                                                     ============   ============

         The Company does not have any liability or asset protection insurance
policies, and is not aware of any contingencies which would require an accrual
for potential loss.

Note 4 - Leases

         On December 1, 2002, the Company entered into a lease agreement and
moved into a new facility. The lease period is for three years and rent is
$1,243 per month.

         Future lease obligations are as follows:

                  February through October 31, 2003                 $    11,187
                  2004                                                   14,916
                  2005                                                   14,916
                                                                    ------------
                                                                    $    41,019
                                                                    ============
                                        7
<PAGE>



Note 5 - Supplemental Disclosures of Cash Flow Information

         None.

Note 6 - Capital Stock Activity in the Three Months Ended April 30, 2003

         None. See "Subsequent Events" further below in this report for capital
stock activity which took place after the end of the three month period ended
April 30, 2003.


                                        8
<PAGE>

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

         The following discussion and analysis explains our results of
operations for our last Quarter ending April 30, 2003, our financial condition
and liquidity and our plan of operations for the balance of this fiscal year.
You should review our discussion and analysis of financial condition and results
of operation in conjunction with our financial statements and the related notes.

GENERAL OVERVIEW

         Stealth MediaLabs was organized and incorporated under the laws of
Nevada on February 4, 1999 as Kidstoysplus.com, Inc. BitzMart, Inc. was
incorporated in Colorado on October 31, 2000. On October 30, 2002, an
acquisition transaction was completed in which we acquired all outstanding stock
of BitzMart in exchange for an amount of our common stock equal to approximately
88% of our issued and outstanding shares following the transaction. Our
corporate name was changed to Stealth MediaLabs and BitzMart's officers and
certain of its directors became our officers and directors and we changed our
fiscal year end from January 31 to October 31. The transaction was considered a
recapitalization of BitzMart for financial reporting purposes and accordingly
our financial statements and this discussion and analysis pertain to BitzMart
and its business and operations, as the previous business and assets of
Kidstoysplus were transferred to certain of its stockholders prior to the
transaction.

         We develop and market our proprietary software and services for
professional media content developers, distributors, owners and users.
StealthChannel permits embedding large amount of indelible, hidden, highly
compressed data within analog or digital audio and audio/video streams. Our
target markets include movie and video studios and developers, television
networks, record labels, terrestrial and satellite radio networks, advertisers,
post-productions studios and distributors of most forms of digitizable and
analog media. We believe that our StealthChannel technology enables additional
profitability for distributors of digitized media. We believe we have, during
our first two fiscal years of operation, advanced the strategic and tactical
planning and development of the StealthChannel software and technology. We are
pursing strategic alliances with other technology vendors to join in their
efforts to distribute the StealthChannel software to third party users with the
software products of the other vendors.

         Beginning late in the fiscal year ended October 31, 2002, and
continuing through the present we have also developed and test marketed sales of
pre-owned motor vehicles which we purchase, and retrofit with satellite TV and
radio systems, a laptop PC with wireless Internet access, DVD, and video game
entertainment systems. Generally, we have purchased family SUV and minivan-type
vehicles at the end of lease contracts, retrofitted them with these technology
enhancements and resold the vehicle using the eBay(TM) Internet auction system.
We have designated this project as RollingDream(TM) and we believe that if
successful we may be able to generate cash flow to support our administrative
and development costs.

         Our ability to focus on and execute our business plan has been severely
hampered since our inception by our limited financial resources. As a result,
much of our effort since inception have been devoted to the pursuant of
financing. Financial advisers and placement agents selected by us did not
materially assist us in the capital raising process and we believe we were
deterred by poor advice and assistance we received. We pursued and completed the
acquisition transactions described above, pursuant to which we became a
public-reporting corporation subject to the reporting obligations of the
Securities Exchange Act of 1934 at the advice of some of the advisers and
consultants. We expected that becoming a public reporting entity would assist us
to raise additional capital. However, a majority of the $525,000 which we raised
in anticipation of becoming public were consumed by charges and expenses in
connection with the offering, transaction costs and expenses incurred in
complying with public reporting obligations. In short, had BitzMart foregone the
advice to be acquired by a public entity, it would likely have been in a better
position to obtain required financing and to commercialize the StealthChannel
technology. Notwithstanding these developments, we are now in a position going
forward to provide liquidity to the stockholders, make available to the
investing public the results of our operations and development of our business
and proceed with our business plans as the capital resources become available.

                                        9
<PAGE>



RESULTS OF OPERATIONS

         Quarter ended April 30, 2003

         REVENUE. During the second quarter of 2003, we produced sales of
RollingDream(TM) vehicles in a gross amount of $105,816 with approximately 24%
gross margins. Cumulatively for our fiscal year to the date of publication of
this report (July 15, 2003), RollingDream produced gross sales of approximately
$348,000. We had no revenue in connection with our attempts to complete and
commercialize the StealthChannel technology.

         RESEARCH AND DEVELOPMENT. In the second quarter of 2003 we had $18,908
of research and development expense compared to $412,976 in the cumulative
period of Commencement (September 2000) to January 31, 2003. The decrease in
spending rate was due to our lack of operating capital.

         BUSINESS PROMOTION EXPENSES. In the second quarter of 2003 we had $
21,057 of business promotion and marketing expense compared to $ 222,751 in the
cumulative period of Commencement (September 2000) to January 31, 2003.

        DEPRECIATION EXPENSE. Depreciation and amortization expense remained
constant at $9,107 in the second quarter 2003 as compared to the previous
quarter.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses decreased to $54,721 in in the second quarter 2003 as compared to
$83,009 in the previous quarter. The decrease is attributable to our paring back
of expenses during a cash shortage.

         NET CASH USED IN OPERATING ACTIVITIES since inception was approximately
$1.4 million. All expenditures are the result of research and development
expenses, general and administrative expenses and business promotion expenses
and marketing expenses.

         INTEREST INCOME/EXPENSE. Interest expense increased to $338 in the
second quarter vs. $0 in the previous quarter. The increase is attributed to
bank borrowings to fund RollingDream inventory.

         INCOME TAX EXPENSE. Due to operating losses, there was no income tax
provision to date in 2003 or in 2002.


                                       10


<PAGE>

CAPITAL RAISING CHARGES AND EXPENSES

         In 2001 and 2002 we engaged several entities to assist us in raising
capital, for financial advice, for investment banking and other assistance. In
2001, we completed a private placement of our common stock in which we sold
1,084,039 shares and received total gross proceeds of $503,453. After payment of
placement fees and expenses, and other offering costs, we had net proceeds of
approximately $420,000. In December 2001, we completed an additional placement
to three investors from the first placement. In this second placement we sold
1,023,518 shares (including shares issued upon exercise of warrants issued to
the investors) for total gross proceeds of $210,527. After payment of placement
agent fees and other cash expenses the Company had net proceeds of approximately
$153,000.

         In the fourth quarter of 2002, two investors (who had also been
participants in the December 2002 placement) purchased $325,000 of our 12%
Convertible Notes, convertible at $0.50 per share, and also received warrants to
purchase up to 1,750,000 additional shares of common stock, also at $0.50 per
share. At the time of completion of our acquisition transaction described above,
one of the warrant holders exercised 400,000 warrants for $200,000, and the
convertible notes and accrued interest were converted into 660,500 shares of our
common stock. We expected that when the acquisition transaction was completed,
the remaining 1,350,000 warrants would also be exercised for proceeds of around
$675,000 which would have been sufficient capital to enable us to implement our
business plan through 2003. After payment of placement fees, and a required loan
to an affiliate of the placement agent, placement agent expenses and related
offering expenses, the Company received net cash proceeds of only approximately
$235,000.

         In addition, in connection with completing the acquisition transaction,
we issued warrants and stock, valued at $301,750 for financial reporting
purposes, to a consultant who assisted in completing the acquisition
transaction. The issuance of these securities, and the subsequent cancellation
of the placement agent's obligation to repay our loan of a portion of the
offering proceeds to an affiliate of the placement agent, and the offering costs
and compensation expenses to the consultant together totaled approximately
$551,000 which substantially exceeded the net cash we received in connection
with the second placement and the reverse merger transaction.

         In summary, the 2002 acquisition transaction diluted the ownership
interest of the original BitzMart shareholders, resulted in only minimal net
cash proceeds, substantially increased our general and administrative expenses
by requiring us to become subject to the reporting obligations of the Securities
Exchange Act of 1934 and diverted the time of our management and directors away
from implementing our business plan and conducting our business as we had
anticipated. In early December 2002, we terminated all relationships with the
placement agent and financial advisers who had recommended the acquisition
transaction. Subsequently, we retained Westminster Securities to assist us with
future marketing and development of our business and handling of our investor
relationships. We issued 350,000 shares of our common stock and warrants to
purchase up to an additional 175,000 shares at $.50 to Westminster Securities
for services to be rendered over the next five years.

                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         As of April 30, 2003, we had cash or cash equivalents of $ 47,991. We
had accounts payable and accrued liabilities in the amount of $314,324. Our
auditors have expressed substantial doubt as to our ability to continue as a
going concern without additional financing. We do not anticipate that our cash
on hand will be sufficient to enable us to meet our anticipated expenditures.

         Since our inception through the end of the second quarter 2003, we have
received approximately $1.83 million in cash investments from our Founders and
from private investors. Due to capital raising and legal compliance expenses
that were higher than we anticipated, approximately $1,025,000 of these
investments were available to implement our business plans. When BitzMart was
formed in October 2000, we estimated that $1.5 Million to $3.0 million - net to
the Company - would be required to fund our business plans We have been able to
raise only a fraction the of capital required. As of January 31, 2003, we had a
working capital deficiency of approximately $596,000. We have used the net
proceeds we received from these investments for research and development
associated with the StealthChannel technology, for business development
activities to establish marketing alliances and for additional fund raising
activities. This result occurred in general due to the general downturn in
equity markets, specific concern by potential investors over technology
companies and because we lacked sufficient initial capitalization to promptly
demonstrate the potential and efficacy of the StealthChannel technology to
potential investors and joint venture participants.

         We are also seeking secured financing of up to $1,000,000 to implement
our RollingDream line of business for the next 12 months. We would expect that
if we succeed achieving significant additional financing for RollingDream, that
resulting cash flow retained from sales will fund a substantial portion of the
StealthChannel research and development that we can foresee over the next year.
We do not plan to seek equity investments for this purpose, although certain
types of equity incentives may be offered to secured lenders in exchange for
favorable terms. As of the publication date of this report, we have received
$595,000 in RollingDream inventory financing cumulatively in Calendar year 2003
(see "Subsequent Events"). This $595,000 includes $125,000 made available by our
CEO and his spouse; $150,000 made available by a director of BitzMart, Inc. and
$320,000 invested by a major founding shareholder. We intend to make
satisfactory compensation arrangements with these lenders for this lending
facility and for any future similar arrangements, including additional shares.


                                       12
<PAGE>


         We have authorized in the corporate charter to issue up to 50,000,000
shares of common stock. Issuance of common stock described above would exhaust
our authorized common stock, before any warrants are exercised. Accordingly, we
expect to request that our stockholders approve amendments to our Articles of
Incorporation of to increase the number of authorized shares of Common Stock to
at least 150,000,000 shares. The Founders of the Company hold sufficient Common
Stock to assure that such an amendment will ultimately be approved.

         In addition to the adverse effect our limited financial resources is
having on our business, we are unable to pay or make other financial
arrangements with our independent auditors to have that firm review this
Quarterly Report on Form 10-QSB for the quarter ended April 30, 2003. We are
therefore filing our Form 10-QSB for the second quarter, unaudited, without
benefit from such a review by the auditors, which is required by Regulation SB.

         We expect net losses to continue through at least the present fiscal
year, as we will have significant expenses in connection with completing the
development of our technology, our efforts to market the technology to third
parties and co-venturers and related expenses.

SUBSEQUENT EVENTS

         University of Miami License Agreement

            We have had a series of disagreements with the University of Miami
relating to the University's demands for payments of patent prosecution legal
fees and other fees from us, while the University has failed to make deliveries
of software code that we are rightfully due under our contract with the
University. The University claims that we have therefore breached our contract,
and issued a notice to us to that effect. We have received an opinion of
competent legal counsel that the University's notice of breach is specious, for
a variety of reasons. Nonetheless, if we fail to resolve this matter, it is
possible that we may ultimately lose our rights to certain current components of
the StealthChannel technology. It may become necessary for us to initiate legal
action against the University of Miami in order to resolve this matter in a fair
and equitable fashion.

            Founder-Provided Financing Summary

            Despite exhaustive efforts, it has not been possible for us to raise
operating capital from external sources, beyond the previously reported capital
raised to facilitate our transformation into a reporting public company. It has
therefore fallen to certain founding shareholders to provide funding for
operations, principally secured inventory financing for our RollingDream
subsidiary, in order to generate operating capital as a result of RollingDream
gross margins. Subsequent to the close of the second quarter of 2003, we
completed $595,000 in such financing. This financing will result in significant
dilution to other shareholders; however without it, our Company would by now
have ceased operations, resulting in near total or total losses to all of our
shareholders. The issuance of these securities will be materially dilutive to
existing stockholders and warrant-holders of the Company, but we have concluded
that no other financing on any better terms is available to the Company. We
intend to permit other stockholders who have made material cash investments in
the Company or its predecessor, BitzMart, Inc. during the past two years to
invest in equity and debt of the Company on the same or similar terms that have
been offered to the Founders, and have proposed that such investors match the
proposed investment of the Founders.

        We have sold two securities under this plan in two units. Each full unit
was sold for a gross amount of $320,000 and includes: 4,000,000 shares of
Company Common Stock; a Secured Promissory Note for $250,000 and 8,000,000
common stock purchase warrants each exercisable at $0.10 per warrant. Our
shareholder Colorocs Information Technologies, Inc. purchased one full unit and
paid a net amount of $320,000 for same. Our CEO Howard E. Leventhal, his spouse
Mary A. Handeland and BitzMart, Inc. director Burton Slotky together purchased
one unit for a gross amount of $320,000, less $45,000 in deferred salary
forgiven by Leventhal, for a net amount of $275,000 in financing to the Company.
No investment bankers or financing intermediaries were involved in these
transactions and no commissions are due to any party under these investments.

        As a result of these financings, we plan to increase our authorized
shares from 50 million to 150 million, in order to make sufficient provision for
new and prior warrant obligations, and to allow for future financings. Such an
increase in authorized shares requires a shareholder vote. We plan to hold a
shareholder's meeting for this purpose prior to the end of calendar 2003,
however we know that we already have sufficient votes to assure such a change.

ITEM 3. CONTROLS AND PROCEDURES

          (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief
Executive Officer who is our only employee and also serves as the principal
financial officer evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date
within 90 days prior to the filing date of this annual report (the "Evaluation
Date"). Based on such evaluation, he concluded that, as of the Evaluation Date,
our disclosure controls and procedures were reasonably effective in alerting him
on a timely basis to material information relating to our company (including our
consolidated subsidiaries) required to be included in our reports filed or
submitted under the Exchange Act. However, because of our limited staff and
other resources and our relative inexperience in filing reports under the
Exchange Act, he concluded that our disclosure controls and procedures should be
improved as our resources permit.

                                       13
<PAGE>


         (b)CHANGES IN INTERNAL CONTROLS. Since the Evaluation Date, there have
not been any significant changes in our internal controls or in other factors
that could significantly affect such controls. We have taken steps to formalize
our regular and recurring transaction recording procedures, and we have retained
a consultant on a temporary basis to assist us to properly record and report our
financial condition. However, we had insufficient cash resources available to
have our independent auditor review this report prior to filing.


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None

ITEM 2. CHANGES IN SECURITIES

         None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         None

ITEM 5. OTHER INFORMATION

         None

                                       14
<PAGE>



ITEM     6. EXHIBITS AND REPORTS ON FORM 8-K

         (1) Reports on Form 8-K:

We filed the following Current Reports on Form 8-K during the first quarter of
2003 and through the date of this report:
<TABLE>
<CAPTION>
Date of Report                Date Filed               Items Reported
--------------                ----------               --------------
<S>                           <C>                      <C>
October 30, 2002              November 8, 2002         Item 1. Changes in Control,
                                                       Item 2. Acquisition or Disposition of Assets,
                                                       Item 5. Other Events.

December 13, 2002             December 20, 2002        Item 5. Other Events.

January 15, 2003              January 30, 2003         Item 4. Changes in Registrant's Certifying Accountant,
                                                       Item 7. Financial Statements and Exhibits.

March 18, 2003                March 18, 2003           Item 5. Other Events,
                                                       Item 7. Financial Statements and Exhibits,
                                                       Item 9. Regulation FD Disclosure.

October 30, 2002 amended      March 10, 2003           Item 7. Financial Statements and Exhibits.

April 7, 2003                 April 7, 2003            Item 5. Other Events.
</TABLE>

Item 7. Financial Statements and Exhibits.

         (2) Exhibits (none)

                                       15
<PAGE>

                                   SIGNATURES
         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: July 15, 2003


Stealth MediaLabs, Inc.



                                  By: /s/ Howard Leventhal
                                      ------------------------------------------
                                      Howard Leventhal, President and CEO;
                                      Treasurer and Principal Accounting Officer
<PAGE>

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER

         I, Howard E. Leventhal, Chief Executive Officer of Stealth MediaLabs,
Inc., certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Stealth
MediaLabs, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 15, 2003


/s/ Howard E. Leventhal
---------------------------
Howard E. Leventhal
Chief Executive Officer and
Principal Financial Officer