---





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________



FORM 10-Q

____________________________



xQUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended November 30, 2008



 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______________ to _______________



Commission File # 333-151702



STEALTH RESOURCES INC.

(Exact name of small business issuer as specified in its charter)



Nevada

(State or other jurisdiction of incorporation or organization)



77-0721432

(IRS Employer Identification Number)



#2, 1839 West 5th Avenue, Vancouver, BC  V6J 1P5

(Address of principal executive offices)



(604) 730-2782

(Issuers telephone number)



Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 day.

[√]  Yes    [  ] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|                                                                         |                              
|------------------------------------------------------------------------ | -----------------------------
|Large accelerated filer [  ]                                             | Accelerated filer [  ]       
|Non-accelerated filer [  ] (Do not check if a smaller reporting company) | Smaller reporting company [√]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[√] Yes    [  ] No



Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The issuer had 6,625,000 shares of common stock issued and outstanding as of January 5, 2009.





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PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS





















Stealth Resources Inc.

(An Exploration Stage Company)

Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008























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|Stealth Resources Inc.        
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. Dollars)   



|                                                                                                                            |   | November 30, |   |   | May 31,   |  
|--------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | --------- | -
|                                                                                                                            |   | 2008         |   |   | 2008      |  
|                                                                                                                            |   | (Unaudited)  |   |   | (Audited) |  
|ASSETS                                                                                                                      |   |              |   |   |           |  
|                                                                                                                           
|Current                                                                                                                     |   |              |   |   |           |  
|Cash and cash equivalents                                                                                                   | $ | 608          |   | $ | 4,535     |  
|                                                                                                                           
|Total current assets                                                                                                        |   | 608          |   |   | 4,535     |  
|                                                                                                                           
|Other assets                                                                                                                |   |              |   |   |           |  
|Mineral claims (Note 4)                                                                                                     |   | 11,227       |   |   | 11,227    |  
|                                                                                                                           
|Total assets                                                                                                                | $ | 11,835       |   | $ | 15,762    |  
|                                                                                                                           
|                                                                                                                           
|LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT)                                                                                |   |              |   |   |           |  
|                                                                                                                           
|Current liabilities                                                                                                         |   |              |   |   |           |  
|Accounts payable and accrued liabilities (Note 5)                                                                           | $ | 2,500        |   | $ | 4,628     |  
|Due to related party (Note 7)                                                                                               |   | 31,900       |   |   | -         |  
|                                                                                                                           
|Total current liabilities                                                                                                   |   | 34,400       |   |   | 4,628     |  
|                                                                                                                           
|Total liabilities                                                                                                           |   | 34,400       |   |   | 4,628     |  
|                                                                                                                           
|Stockholders equity (deficit)                                                                                              |   |              |   |   |           |  
|Common stock $0.001 par value; authorized 75,000,000 shares; issued and outstanding: 6,625,000 and 6,625,000, respectively. |   | 6,625        |   |   | 6,625     |  
|Additional paid-in capital                                                                                                  |   | 21,375       |   |   | 21,375    |  
|Deficit accumulated during the exploration stage                                                                            |   | (50,565      | ) |   | (16,866   | )
|                                                                                                                           
|Total stockholders equity (deficit)                                                                                        |   | (22,565      | ) |   | 11,134    |  
|                                                                                                                           
|Total liabilities and stockholders equity (deficit)                                                                        | $ | 11,835       |   | $ | 15,762    |  













The accompanying notes are an integral part of the financial statements.





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|Stealth Resources Inc.        
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in U.S. Dollars)   



|                                                   |   |             |   |   |             |   |   |             |   |   |             |   |   | From        |  
|-------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                   |   |             |   |   |             |   |   |             |   |   |             |   |   | Inception   |  
|                                                   |   | Three       |   |   | Three       |   |   |             |   |   |             |   |   | (January    |  
|                                                   |   | months      |   |   | months      |   |   | Six months  |   |   | Six months  |   |   | 10, 2007)   |  
|                                                   |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |   |   | through     |  
|                                                   |   | November    |   |   | November    |   |   | November    |   |   | November    |   |   | November    |  
|                                                   |   | 30, 2008    |   |   | 30, 2007    |   |   | 30, 2008    |   |   | 30, 2007    |   |   | 30, 2008    |  
|                                                   |   | (Unaudited) |   |   | (Unaudited) |   |   | (Unaudited) |   |   | (Unaudited) |   |   | (Unaudited) |  
|                                                  
|Revenue                                            | $ | -           |   | $ | -           |   | $ | -           |   | $ | -           |   | $ | -           |  
|                                                  
|                                                  
|Expenses                                           |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|                                                  
|Legal and accounting                               |   | 3,000       |   |   | -           |   |   | 8,349       |   |   | -           |   |   | 24,233      |  
|General and administrative                         |   | 21,346      |   |   | 43          |   |   | 25,350      |   |   | 817         |   |   | 26,332      |  
|Total expenses                                     |   | 24,346      |   |   | 43          |   |   | 33,699      |   |   | 817         |   |   | 50,565      |  
|                                                  
|Operating loss                                     |   | 24,346      |   |   | 43          |   |   | 33,699      |   |   | 817         |   |   | 50,565      |  
|                                                  
|                                                  
|Net loss                                           | $ | (24,346     | ) | $ | (43         | ) | $ | (33,699     | ) | $ | (817        | ) | $ | (50,565     | )
|                                                  
|Basic loss per commonshare                         | $ | (0.00       | ) | $ | (0.00       | ) | $ | (0.00       | ) | $ | (0.00       | ) |   |             |  
|                                                  
|Weighted average numberof common sharesoutstanding |   | 6,625,000   |   |   | 6,625,000   |   |   | 6,625,000   |   |   | 6,625,000   |   |   |             |  













The accompanying notes are an integral part of the financial statements.



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|Stealth Resources Inc.                                     
|-----------------------------------------------------------
|(An Exploration Stage Company)                             
|Statement of Stockholders Equity (Deficit)                
|From Inception (January 10, 2007) through November 30, 2008
|(Expressed in U.S. Dollars)                                



|                                         |           |   |        |   |            |   | Deficit     |   |   |               |  
|---------------------------------------- | --------- | - | ------ | - | ---------- | - | ----------- | - | - | ------------- | -
|                                         |           |   |        |   |            |   | accumulated |   |   |               |  
|                                         | Number of |   |        |   | Additional |   | during the  |   |   | Total         |  
|                                         | shares    |   | Common |   | paid in    |   | exploration |   |   | stockholders |  
|                                         | issued    |   | Stock  |   | capital    |   | stage       |   |   | equity        |  
|Balance at January 10, 2007              | -         | $ | -      | $ | -          | $ | -           |   | $ | -             |  
|Common stock for cash ($.001 per share)  | 4,500,000 |   | 4,500  |   | -          |   | -           |   |   | 4,500         |  
|Common stock for cash ($.004 per share)  | 1,250,000 |   | 1,250  |   | 3,750      |   | -           |   |   | 5,000         |  
|Common stock for cash ($.02 per share)   | 875,000   |   | 875    |   | 16,625     |   | -           |   |   | 17,500        |  
|Contributed capital                      | -         |   | -      |   | 1,000      |   | -           |   |   | 1,000         |  
|Net loss                                 | -         |   | -      |   | -          |   | (3,542      | ) |   | (3,542        | )
|Balance at May 31, 2007                  | 6,625,000 |   | 6,625  |   | 21,375     |   | (3,542      | ) |   | 24,458        |  
|Net loss                                 | -         |   | -      |   | -          |   | (13,324     | ) |   | (13,324       | )
|Balance at May 31, 2008                  | 6,625,000 |   | 6,625  |   | 21,375     |   | (16,866     | ) |   | 11,134        |  
|Net loss                                 | -         |   | -      |   | -          |   | (33,699     | ) |   | (33,699       | )
|Balance at November 30, 2008 (unaudited) | 6,625,000 | $ | 6,625  | $ | 21,375     | $ | (50,565     | ) | $ | (22,565       | )













The accompanying notes are an integral part of the financial statements.







---





|Stealth Resources Inc.        
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. Dollars)   



|                                                 |   |              |   |   |              |   |   | From         |  
|------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                 |   |              |   |   |              |   |   | Inception    |  
|                                                 |   |              |   |   |              |   |   | (January 10, |  
|                                                 |   | Six months   |   |   | Six months   |   |   | **2007)**    |  
|                                                 |   | ended        |   |   | ended        |   |   | through      |  
|                                                 |   | November 30, |   |   | November 30, |   |   | November     |  
|                                                 |   | 2008         |   |   | 2007         |   |   | 30, 2008     |  
|                                                 |   | (Unaudited)  |   |   | (Unaudited)  |   |   | (Unaudited)  |  
|                                                
|Cash flows from operating activities:            |   |              |   |   |              |   |   |              |  
|Net loss                                         | $ | (33,699      | ) | $ | (817         | ) | $ | (50,565      | )
|                                                
|Changes in operating assets and liabilities:     |   |              |   |   |              |   |   |              |  
|(Decrease) increase in accrued liabilities       |   | (2,128       | ) |   | -            |   |   | 2,500        |  
|                                                
|Net cash used in operating activities            |   | (35,827      | ) |   | (817         | ) |   | (48,065      | )
|                                                
|Cash flows from investing activities:            |   |              |   |   |              |   |   |              |  
|Purchase of mineral claims                       |   | -            |   |   | -            |   |   | (11,227      | )
|                                                
|Net cash used in investing activities            |   | -            |   |   | -            |   |   | (11,227      | )
|                                                
|Cash flows from financing activities:            |   |              |   |   |              |   |   |              |  
|Proceeds from sale of common stock               |   | -            |   |   | -            |   |   | 27,000       |  
|Contributed capital by related party             |   | -            |   |   | -            |   |   | 1,000        |  
|Due to related party                             |   | 31,900       |   |   |              |   |   | 31,900       |  
|                                                
|Net cash provided by financing activities        |   | 31,900       |   |   | -            |   |   | 59,900       |  
|                                                
|(Decrease) increase in cash and cash equivalents |   | (3,927       | ) |   | (817         | ) |   | 608          |  
|                                                
|Cash and cash equivalents, beginning of period   |   | 4,535        |   |   | 22,329       |   |   | -            |  
|                                                
|Cash and cash equivalents, end of period         | $ | 608          |   | $ | 21,512       |   | $ | 608          |  









The accompanying notes are an integral part of the financial statements.







---

Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 1:

Business and History



The Company was incorporated in the State of Nevada on January 10, 2007.  The Company is an Exploration Stage Company as defined by Guide 7 of the Securities Exchange Commissions Industry Guide.  The Company has acquired a mineral property located in the Province of British Columbia, Canada and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the Companys interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds for the sale thereof.



The Company is devoting all of its present efforts to securing and establishing a new business and its planned principle operations have not commenced.  Accordingly, no revenue has been derived during the organization period. The Company has experienced recurring losses and has an accumulated deficit of ($50,565) as of November 30, 2008.



In response to these problems, management has planned the following action:



·

Management intends to raise additional funds through public or private placement offerings.



These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.



Note 2:

Significant Accounting Policies



The following is a summary of significant accounting policies used in the preparation of these financial statements.



Basis of presentation



The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for financial statements. The financial statements should be read in conjunction with the Form 10-K for the year ended May 31, 2008 of the Company.



The financial information is unaudited.  In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of November 30, 2008 and the results of operations and cash flows presented herein have been included in the financial statements.





---

Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 2:

Significant Accounting Policies  (continued)



The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.



Cash and cash equivalents



Cash and cash equivalents include highly liquid investments with original maturities of three months or less.



Mineral property costs



The Company has been in the exploration stage since its formation on January 10, 2007 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  In accordance with EITF 04-2, Whether Mineral Rights Are Tangible or Intangible Assets and SFAS 19, Financial Accounting and Reporting by Oil and Gas Producing Companies, costs incurred to purchase or acquire a property (whether proved or unproved reserves) shall be capitalized when incurred. This includes acquisitions costs associated with mineral claims. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.



Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



Financial instruments



The carrying value of cash and accrued liabilities approximates their fair value because of the short maturity of these instruments.  The Companys operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Companys financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.



Environmental expenditures



The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs.  Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable.  The Companys policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.



---

Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 2:

Significant Accounting Policies  (continued)



Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits.



Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.



Income taxes



Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.



Basic and diluted net loss per share



The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share.  SFAS No. 128 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 potentially dilutive common shares outstanding during the period.



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 potentially dilutive shares if their effect is anti-dilutive.





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Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 2:

Significant Accounting Policies  (continued)



Foreign currency translation



The Companys functional and reporting currency is in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the transaction date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



Use of estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.  Actual results could differ from these estimates.



Concentrations of credit risk



The Companys financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and accounts payables. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.



Risks and uncertainties



The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.



Note 3:

Recent accounting pronouncements



In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements" (FAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of FAS 157 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 157 will have on our financial statements.





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Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 3:

Recent accounting pronouncements  (continued)



In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements.



In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 which applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement is effective for annual periods beginning after December 15, 2008. We do not believe the adoption of this statement will have an impact on our financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133, (SFAS 161) as amended and interpreted, which requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entitys financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted.



In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  An interpretation of FASB Statement No. 60.  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some



---

Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 3:

Recent accounting pronouncements  (continued)



disclosures about the insurance enterprises risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted.  The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.



Note 4:

Mineral Property



Pursuant to a mineral property purchase agreement dated February 26, 2007, the Company acquired a 100% undivided right, title and interest in a mineral claim, located in the Alberni Mining Division of British Columbia, Canada for a cash payment of $5,129 and delivery of a geological report.  The Company has paid an additional $6,098 for a geological report.  Mineral property acquisition costs are capitalized when incurred.



Note 5:

Accounts Payable and Accrued Liabilities



Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.



Note 6:

Common Stock



a.

Authorized -The total authorized capital is 75,000,000 common shares with a par value of $0.001.



b.

Issued and outstanding -The total issued and outstanding capital stock is 6,625,000.



On February 8, 2007, 4,500,000 common shares of the Company were subscribed for cash proceeds of $4,500.



On February 21, 2007, 1,250,000 common shares of the Company were subscribed for cash proceeds of $5,000.



On March 19, 2007, 875,000 common shares of the Company were subscribed for cash proceeds of $17,500.



As of March 19, 2007, the Company received $27,000 for 6,625,000 shares of common stock.



At November 30, 2008, there were no outstanding stock options or warrants.





---

Stealth Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

November 30, 2008

(Unaudited)





Note 7:

Related Party Transactions



During the six month period ended November 30, 2008, a director of the Company advanced $31,900 to the Company. The amount is unsecured, non interest bearing and is due on demand.







---





ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS



Forward-looking statements



This quarterly report on Form 10-Q contains "forward-looking statements" relating to our company which represent our current expectations or beliefs, including statements concerning our operations, performance, financial condition and growth.  For this purpose, any statement contained in this quarterly report on Form 10-Q that are not statements of historical fact are forward-looking statements.  Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, our ability to continue our growth strategy and competition, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.



The following discussion and analysis should be read in conjunction with the information set forth in our interim unaudited financial statements for the six months ended November 30, 2008.



Overview



We are an exploration stage company engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We own a 100% interest in one mineral claim known as the Monkey claim, which is located approximately 40 kilometers west of Campbell River, British Columbia, Canada.



There is no assurance that a commercially viable mineral deposit exists on the Monkey claim.  We do not have any current plans to acquire interests in additional mineral properties, although we may consider such acquisitions in the future.



Mineral property exploration is typically conducted in phases.  Each phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration.  We have not yet commenced the initial phase of exploration on the Monkey claim.  Once we have completed each phase of exploration, we will make a decision as to whether or not we will proceed with each successive phase based upon the analysis of the results of that program.  Our director will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results.



Our plan of operation is to conduct exploration work on the Monkey claim in order to ascertain whether it possesses economic quantities of gold.  There can be no assurance that an economic mineral deposit exists on the Monkey claim until appropriate exploration work is completed.  An initial exploration program on the property has been recommended, consisting of soil geochemical sampling and geologic mapping at an estimated cost of $34,020.



Even if we complete our proposed exploration programs on the Monkey claim and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.





---





Plan of Operation



As at November 30, 2008, we had a cash balance of $608.  Our plan of operation for the next twelve months is to complete the geologist recommended exploration work on the Monkey claim consisting of geochemical sampling and geologic mapping.  We estimate that the cost of this program will be approximately $34,020.



We commenced the initial phase of exploration in the spring of 2008 and anticipated completion by the fall of 2008, including the interpretation of all data collected. Due to the poor financial climate, the exploration has been postponed and is expected to resume in the spring of 2009. We anticipate spending an additional $15,000 on administrative fees.  Total expenditures over the next 12 months are therefore expected to be approximately $50,000.



We do not have sufficient funds to cover the anticipated exploration expenses associated with the first phase of the exploration program, so we will require additional funding in order to proceed with additional exploration on the Monkey claim and to cover administrative expenses.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.



If we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan.  In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector.  Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs, such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits.



Our current cash on hand will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.  As a reporting company we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs.  If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business.  We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.



Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future.  We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines.  Our future financial results are also uncertain due to a number of factors, some of which are outside our control.  These factors include the following:



·

our ability to raise additional funding;



·

the market price for minerals that may be found on the Monkey mineral claims;



·

the results of our proposed exploration programs on the mineral property; and



·

our ability to find joint venture partners for the development of our property interests



We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.





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Results of Operations



Six Months Ended November 30, 2008 Compared to the Six Months Ended November 30, 2007



We have had no operating revenues since our inception on January 10, 2007 through November 30, 2008, and have incurred operating expenses in the amount of $50,565 for the same period.  Our activities have been financed from the proceeds of share subscriptions and director advances.



We do not anticipate earning revenues unless we enter into commercial production on the Monkey claim, which is doubtful.  We only recently commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the Monkey claim, or if such minerals are discovered, that we will enter into commercial production.



Revenues



We did not generate any revenues during the six months ended November 30, 2008 or the six months ended November 30, 2007.



Expenses



During the six months ended November 30, 2008 and November 30, 2007, legal and accounting fees were $8,349 and $Nil and general and administrative expenses were $25,350 and $817, respectively.



Net Loss



We incurred net losses from operations of $33,699 and $817 for the six months ended November 30, 2008 and November 30, 2007, respectively.



Liquidity and Capital Resources



We had cash of $608 as of November 30, 2008, compared to a cash position of $4,535 at May 31, 2008.  Since inception through to and including November 30, 2008, we have raised $27,000 through private placements of our common shares and we have received contributed capital by related parties of $1,000.



We expect to run at a loss for at least the next twelve months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.



Material Events and Uncertainties



Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.



There can be no assurance that we will successfully address such risks, expenses and difficulties.





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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



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



ITEM 4.

CONTROLS AND PROCEDURES



(a)

Evaluation of disclosure controls and procedures



Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer, Chief Operating Officer, and our Chief Accounting Officer as of the end of the period covered by this report, our Chief Executive Officer, Chief Operating Officer, and our Chief Accounting Officer concluded that our disclosure controls and procedures have been effective in ensuring that material information relating to us, is made known to the certifying officers by others within our company during the period covered by this report.



As used herein, disclosure controls and procedures mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



(b)

Managements Report on Internal Control Over Financial Reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934.  Under the supervision and with the participation of our Chief Executive Officer, our Chief Operating Officer and our Chief Accounting Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of November 30, 2008.



(c)

Changes in Internal Control over Financial Reporting



There have not been any changes in our internal controls or in other factors that occurred during our last fiscal year ended May 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.





PART II  OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 1802 North Carson Street, Suite 212, Carson City, Nevada, 89701.





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ITEM 1A.

RISK FACTORS



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



ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



We did not make any sales of equity securities during the quarter.



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES



We have no senior securities outstanding.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the six months ended November 30, 2008.



ITEM 5.

OTHER INFORMATION



(a)

No matters arose during the quarter ended November 30, 2008 which required us to report any information through the filing of a current report on Form 8-K.



(b)

During the quarter ended November 30, 2008, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.





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ITEM 6.

EXHIBITS

EXHIBIT INDEX



|Number | Exhibit Description                                                                                                                                                                  
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                      
|3.1    | Articles of Incorporation(1)                                                                                                                                                         
|       |                                                                                                                                                                                      
|3.2    | Bylaws(1)                                                                                                                                                                            
|       |                                                                                                                                                                                      
|10.1   | Mineral property agreement dated February 26, 2007(1)                                                                                                                                
|       |                                                                                                                                                                                      
|14.1   | Code of Ethics(2)                                                                                                                                                                    
|       |                                                                                                                                                                                      
|31.1   | Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of *2002*
|       |                                                                                                                                                                                      
|32.1   | Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of *2002*
|       |                                                                                                                                                                                      





(1)

Filed as an exhibit to our registration statement on Form S-1 filed June 17, 2008 and incorporated herein by this reference



(2)

Filed as an exhibit to our annual report on Form 10-K filed August 28, 2008 and incorporated herein by this reference.







SIGNATURES



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





STEALTH RESOURCES INC.





/s/ Tyrone McClay

Tyrone McClay

President, Chief Executive Officer, Secretary, Treasurer,

Principal Accounting Officer, Principal Financial Officer and Director





Dated:   January 7, 2009





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