U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended February 28, 2014

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

For the transition period from _______ to _______

Commission File No. 333-141060

EPCYLON TECHNOLOGIES, INC.
(Name of small business issuer in its charter)

131 Bloor Street W, Suite 200/372
Toronto, Ontario
Canada M5S 1R8
(Address of principal executive offices)

(416) 479-0880
(Issuer’s telephone number)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]    No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes [_]    No [X]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

EPCYLON TECHNOLOGIES INC.

Form 10-Q

PART I

ITEM 1. FINANCIAL STATEMENTS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements reflecting our current expectations with respect to our operations, performance, financial condition, and other developments. These forward-looking statements may generally be identified by the use of the words “may”, “will”, “believes”, “should”, “expects”, “anticipates”, “estimates”, and similar expressions. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve a number of risks and uncertainties. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, those risks identified in our periodic reports filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K.

Epcylon Technologies Inc.
Statement of Operations and Comprehensive Loss
February 28, 2014
(Unaudited)

EPCYLON TECHNOLOGIES, INC.
(formerly known as Loto Inc., formerly known as Mobile Integrated Systems, Inc.) – A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FEBRUARY 28, 2014

NOTE 1 – BASIS OF PRESENTATION

The attached consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on or about October 16, 2013. The results of operations for the three and nine months ended February 28, 2014 are not indicative of results for the full fiscal year or any other period.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Epcylon Technologies, Inc., formerly known as Mobile Integrated Systems, Inc., is a development stage technology company that invests and operates across a wide variety of industry sectors. The Company is a developmental stage technology company that operates within the financial services industry and the broader gaming industry. The Company is engaged, through its Stealth branded products, in the business of researching, developing and maintaining proprietary algorithmic securities trading systems. Furthermore, the Company, through its MOBI branded products, develops software and interactive games for use by charitable organization and government regulated lotteries.

On March 26, 2012, the Company changed its name from Loto Inc. to Mobile Integrated Systems, Inc. and on August 5, 2013, changed its name from Mobile Integrated Systems to Epcylon Technologies, Inc.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenue since inception, has an accumulated deficit of $6,349,620, as at February 28, 2014 and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 4 – NOTES PAYABLE - RELATED PARTIES

*On August 31, 2013, the Company issued an additional note payable in the amount of $7,650 (for a total of $307,650) due to a related party with interest payable at 1% per annum, due August 30, 2015. On December 31, 2013, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 2,051,000 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date. As at February 28, 2014, these shares have not been issued.

On August 19, 2013, the Company issued a note payable in the amount of $50,000 due to a related party with interest payable at 5% per annum, due August 18, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 333,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date. As at February 28, 2014, these shares have not been issued.

On September 30 2013, the Company issued a note payable in the amount of $50,000 due to a related party with interest payable at 5% per annum, due September 29, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 333,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date. As at February 28, 2014, these shares have not been issued.

On September 30 2013, the Company issued a note payable in the amount of $50,000 due to a related party with interest payable at 5% per annum, due September 29, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 333,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date. As at February 28, 2014, these shares have not been issued.

On December 20 2013, the Company issued a note payable in the amount of $25,000 due to a related party with interest payable at 5% per annum, due December 19, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 166,666 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date. As at February 28, 2014, these shares have not been issued.

NOTE 5 – STOCKHOLDERS’ DEFICIENCY

In July 2010, the Company issued 1,000,000 shares of the Company’s common stock to a consulting company in consideration for assistance in listing on the Frankfurt Stock Exchange. The shares were valued at $0.75 per share, the effective last sales price of the Company’s common stock. On February 3, 2011, the consulting company agreed to return the 1,000,000 shares to the Company as a result of its inability to perform all of the services contracted.

Between August 2009 and May 2010, the Company sold an aggregate of 2,864,815 shares of our restricted common stock in a private placement with thirteen accredited investors at a purchase price of $0.30 per share for an aggregate purchase price of $859,443. On September 1, 2010, the Board of Directors determined that it was in the Company’s best interests to sell additional shares at a purchase price of $0.15 per share, and to modify the sales price paid by previous investors to reflect a new sales price of $0.15 per share. The aggregate number of shares sold and issued pursuant to this private placement was correspondingly increased by 2,864,815 shares, with no additional proceeds associated with such transaction.

NOTE 5 – STOCKHOLDERS’ DEFICIENCY - continued

During October and November 2010, the Company sold 7,000,000 shares of common stock at a price of $0.15 per share for a total purchase price of $1,050,000. Such shares were sold in private placements to foreign persons in reliance on the exemption from securities registration under Section 4(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Regulation S promulgated thereunder. Such shares are restricted from trading, and may only be sold pursuant to a valid registration statement or pursuant to an exemption from the Securities Act.

On November 30, 2010 pursuant to an agreement to cancel common shares two shareholders cancelled a total of 6,062,960 common shares. These shares were subsequently reinstated.

On June 16, 2011 the Company entered into a Share Cancellation Agreement with one of the founders and his company, A Few Brilliant Minds Inc. (AFBMI). The founder desired to pursue other business interests and submitted his resignation from the Company's Board together and tendered for cancellation 97,000,000 common shares owned by AFBMI.

In addition, the Company also entered into Share Cancellation Agreements dated June 20, 2011 with two shareholders to cancel 24,000,000 common shares in return for the original purchase price of $48,000.

On November 18, 2011, the Company sold 1,833,500 shares of the Company’s common stock to nine purchasers (the “Purchasers”) for a purchase price of $0.15 per share. In addition, each of the Purchasers has received Warrants to purchase such number of shares of the Company’s common stock equal to the number of shares purchased by such shareholder, at an exercise price of $0.20 per share. The Company paid a finder’s fee in connection with these sales of the Company’s securities, consisting of (i) $22,002; and (ii) Warrants to purchase 146,680 shares of the Company’s common stock, at an exercise price of $0.20 per share.

On March 7, 2012, a shareholder of the Company tendered for cancellation 10,500,000 shares of the Company’s common stock, pursuant to an agreement with the Company. The Company did not receive any payment for the cancellation of such shares.

On March 27, 2012, the Company affected a 5-for-1 stock split of the stock of the Company.

On April 9, 2012, the Company sold 670,000 shares of the Company’s common stock to three purchasers (the “Purchasers”) for a purchase price of $0.15 per share. In addition, each of the Purchasers has received Warrants to purchase such number of shares of the Company’s common stock equal to the number of shares purchased by such shareholder, at an exercise price of $0.20 per share. The Company paid a finder’s fee in connection with these sales of the Company’s securities, consisting of (i) $8,040; and (ii) Warrants to purchase 53,600 shares of the Company’s common stock, at an exercise price of $0.20 per share.

On May 10, 2012, the Company issued 100,000 shares of the Company’s common stock to a director of the company as part of an exercise of options for a strike price of $0.15 per share.

NOTE 5 – STOCKHOLDERS’ DEFICIENCY - continued

On May 22, 2012, the Company sold 300,000 shares of the Company’s common stock to two purchasers (the “Purchasers”) for a purchase price of $0.15 per share. In addition, each of the Purchasers has received Warrants to purchase such number of shares of the Company’s common stock equal to the number of shares purchased by such shareholder, at an exercise price of $0.20 per share. The Company paid a finder’s fee in connection with these sales of the Company’s securities, consisting of (i) $3,600; and (ii) Warrants to purchase 24,000 shares of the Company’s common stock, at an exercise price of $0.20 per share.

On June 27, 2012, pursuant to an agreement with a shareholder, 1,753,500 shares of the Company’s common stock were cancelled.

On August 31, 2012, the Company issued 6,350,000 shares of the Company’s common stock as part of a private placement and related to warrant exercises. All of the shares were issued at a price of $0.20 per share.

On August 31, 2012, the Company eliminated all of its outstanding long-term liabilities with the issuance of 3,972,092 shares of common stock of the Company at a price of $0.15 per share to convert $595,814 in outstanding debt. The fair market value of the shares at the date of issuance aggregated $794,414, the excess of the fair value over the amount of the payable amounted to $198,604 and has been charged to operations during the year ended May 31, 2013 and is included in General and administrative expenses on the accompanying consolidated statement of operations.

On October 5, 2012, the Company issued 550,000 shares of the Company’s common stock as part of a private placement. All of the shares were issued at a price of $0.20 per share.

During the period ended November 30, 2012, the Company issued 540,000 shares of common stock valued at $118,800 to 2238646 Ontario Inc., the Company’s majority shareholder, pursuant to a Corporate Development Agreement dated as of November 1, 2012 (the “Corporate Development Agreement”) (note 3). 2238646 Ontario Inc. will provide the Company with consulting and other advisory services for a term of three years, with additional one year renewals if neither party gives notice of termination. Pursuant to the Corporate Development Agreement, the Company has agreed to issue an additional 540,000 shares on each of November 1, 2013 and November 13, 2014.

On January 2, 2013, the Company issued 333,500 shares of the Company’s common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share.

On July 23, 2013, the Company issued 300,000 shares of the Company’s common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share.

NOTE 6 – SUBSEQUENT EVENTS

On March 24, 2014, the Company issued 500,000 common shares to a third party as part of an arrangement of settlement of debt.

On March 27, 2014, the Company issued 3,217,666 common shares to settle the notes payable as described in note 4.

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

GENERAL

We were incorporated in the state of Nevada on April 22, 2009, our subsidiary Omega Smartbuild Americas Inc. was incorporated in the province of Ontario, and our subsidiary Mobilotto was incorporated in the province of Ontario in September 2008. On May 13, 2009, we acquired all of the issued and outstanding shares of Mobilotto, including all of the intellectual property of the mobile lottery software application (the "MOBI Products"). We have continued to develop our mobile lottery software. We are also marketing our Stealth software, as well as developing a number of other technologies under our Omega brand.

Effective as of March 26, 2012, we changed our name to Mobile Integrated Systems, Inc. as part of an effort to re-brand us. Effective July 29, 2013, we changed our name to Epcylon Technologies Inc. as part of an effort to re-brand us based upon the marketing of our various software products.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Epcylon Technologies Inc.," refers to Epcylon Technologies Inc.

Amendment to Articles of Incorporation

On March 7, 2014, our majority shareholders approved an amendment to the articles of incorporation to create and authorize 15,000,000 shares of blank check preferred stock, par value$0.001 (the "Amendment"). Pursuant to our Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of our outstanding votes is required to effect the Amendment. Our articles of incorporation do not authorize cumulative voting. As of the record date of March 7, 2014, we had 167,955,220 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock were entitled to 116,815,000 votes, which represents approximately 69.55% of the voting rights associated with our shares of common stock. The consenting stockholders voted in favor of the Amendment described herein in a unanimous written consent dated March 7, 2014. An Information Statement on Form 14C was filed with the Securities and Exchange Commission on March 11, 2014.

The Amendment was filed with the Secretary of State of Nevada on April 3, 2014 increasing the authorized capital to create 15,000,000 shares of preferred stock, par value $0.001 (the "Preferred Shares").

STEALTH SOFTWARE

On August 21, 2012, we entered into an arrangement agreement dated August 20, 2012 (the "Arrangement Agreement") with Quantitative Alpha Trading, Inc. (“QAT”), pursuant to which we acquired all of the issued and outstanding shares of QAT. We also executed a perpetual worldwide licensing and commercialization agreement to develop and market all of QAT’s products. On August 20, 2012, we also entered into a bridge loan agreement with QAT to ensure that QAT had sufficient funds to commercialize all of their products. We provided a non-revolving term credit facility in a maximum aggregate principal amount not to exceed CDN $800,000. The bridge loan carried an annual interest rate of 12% and was secured by first fixed and specific mortgage on the QAT assets.

On March 15, 2013, we announced that we had terminated the Arrangement Agreement as a result of QAT being in breach of certain of its covenants under the agreement. Due to QAT being in default of its obligations under the first priority secured bridge loan, we took steps to enforce our security interests under such loan. We became the owner of all of the intellectual property of QAT, including the Stealth products for proprietary algorithmic securities trading systems.

Stealth Analytics© is the first real-time market sentiment and traders' perception cockpit. Based on a unique algorithm that analyzes the bid ask flow rate and other trading activities for a given security.

Over a period of 22 years, under the guidance of Dr. Alex Bogdan, a team of up to 60 developers created a number of unique mobile solutions. Stealth Analytics© was developed as a unique platform for professional traders and investment houses.

The Stealth^© system quantitatively measures tick by tick changes throughout the trading day in the electronic order book of any security that trades with an electronic order book.

The Stealth^© platform is a unique way of presenting current market information using the flow rate of buy/sell orders placed in real time by all traders on the Exchange Electronic Trading Book. These orders are weighted by their proximity to Inside Bid/Ask levels, their size, and the time elapsed since the order origination.

Mindful of the pace of modern electronic markets, our software programmers sought to develop a system that would enable a trader to anticipate changes in market sentiment instantly and profit by reacting immediately. They spent the next 22 years in pursuit of this goal.

Stealth^© provides information, in a proprietary format, that a trader requires and provides that information in a context that allows that trader to quickly draw better conclusions than he would ordinarily using traditional numbers and charts and indicators.

The company has a deep history in research and development of this proprietary trading software. Although it has designed for and used successfully by institutional traders, it has never been properly marketed to the retail trading market or targeted towards a whole new generation of gamers and tech savvy “millennials”.

We believe that Stealth Analytics and it’s suite of products and service offers the opportunity and ability for the gamification of the trading industry.

Stealth Analytics is well positioned and poised to execute on this objective.

Our 3 core software products consist of Stealth Analytics, Stealth Professional, and Stealth Market Sentiment Navigator. These core products will be augmented with additional products and services that will include but not be limited to the following:

• Monthly subscription to a market newsletter including a daily trade sheet.
• A comprehensive education program for new, intermediate, and experienced traders based on auction logic and our proprietary methodologies.
• A live trade room with real time market analysis and trading ideas.
• An alert service for trades via the mobile application, email, and text.
• Trading workshops.
• Shadow Trading Accounts.
• Trading “combines” to train and identify traders for an online proprietary trading shop.
• Creation of a reseller channel made up of mentors using our trading methodology and education curriculum.

These additional products and/or services will be phased in over time based on available capital, resources, and manpower. These new offerings create multiple revenue streams that will also drive software sales, grow our client base and offer a complete end-to-end trading solution.

MOBILE LOTTERY SOFTWARE

Our MOBI branded products are currently being customized for various charitable organizations to integrate the product suite with in-house technologies. Our MOBI branded products aim to become a leading developer of global mobile engagement services - mobile marketing, mobile commerce and mobile gaming. Through the MOBI branded products, we focus on social good and our contribution towards charity. The product suite utilizes efficient and highly interactive broad-based participation games (such as draw based lotteries) to promote responsible play and support charitable causes. The brand continues to have exploratory discussions with various charities to seek partnerships.

Our goal is to provide lottery operators worldwide with a complete solution to enable consumers to play lottery and other games of chance and skill via mobile devices. For the players, the solution makes mobile-play much more exciting and convenient compared to paper ticket play. For the operator, MOBI can deploy in 60 days, without capital costs, and expand revenues by reaching mobile savvy players and analytically-enriched in-game marketing.

The MOBI products have two main target groups. The first group for MOBI Interactive solutions are lottery operators. These operators have a pressing need to expand into new sales and distribution channels but generally are hampered by their expensive retail-terminal networks that need a high density of players to be cost-effective. MOBI GameCore solves this issue by enabling lottery ticket play via mobile devices. Consequently, there is no need for a player to go to a lottery retail outlet. Operators can now reach anyone that has a mobile device in the jurisdiction.

Charitable funds represent the second target group for MOBI. Charitable lotteries are an excellent way to contribute to the ever-growing needs of a community. MobiCharity is a customizable lottery solution that supports fund raising events that involve tickets or pledges. Player functions include registration, pledging, payment, social messaging and notifications. Operator functions feature donor management and support, campaign design and execution and reporting. Besides the convenient features for the purchaser, the charity can sell more tickets at a faster rate. This speeds the close out of the fund raising effort and helps reduce promotion costs.

We have launched a mobile lottery application in Canada for the Princess Margaret Hospital Foundation (http://www.pmhf.ca). The solution expanded the convenience for ticket ordering to mobile savvy potential-donors. Furthermore, the solution complied with the challenge that the Ontario Lottery and Gaming Commission requires the lottery operator to have a process to verify that ticket purchasers are physically in Ontario when placing their ticket orders. Additionally, the application supports all popular mobile devices and interface with the existing back-office payment-processing system, potential donor and ticket purchaser databases and the marketing communications systems that are used to notify potential donors and ticket purchasers about lottery event details such as prize information, early-bird promotions, deadlines, prize winners, rules and regulations. The application was able to help to speed the sell-through of tickets and therefore reduce the large expense of traditional print and broadcast media.

OMEGA

On June 11, 2013, the Company announced the signing of a teaming agreement dated June 7, 2013 (the "Teaming Agreement") with OmegaGroup Middle East, registered in Ajman, United Arab Emirates and acting as the holding company for OmegaGroup International, and Omega SmartBuild (hereinafter known as "Omega"), an international cross-industries sustainable technology and development company. The German based OmegaGroup consists of an international group of companies made up of renowned partners from industry and research, with profound experience in the sustainable development sector. As a one stop source, OmegaGroup is able to provide solutions and services for real-estate development, construction and operation, as well as offer infrastructure solutions for energy supply or waste/water disposal. With over 20 years of experience with international projects, the group of companies have expertise in South Africa, Germany, Uganda, Norway, Ethiopia, Chile, Kazakhstan, Mongolia, and China, and will expand into Canada, Brazil and the United States with Epcylon.

Under the terms of the agreement, we acquired the exclusive rights for all OmegaGroup technologies within the North American, Central American and South American marketplaces. Epcylon and OmegaGroup will work together on a number of joint opportunities where the combination of Epcylon’s network and diversified technologies complements OmegaGroup's suite of proven smart technologies.

Through combined technology, engineering, and manufacturing capabilities, this partnership will provide the sustainable development community new expertise in the areas of deployment, project planning, construction, financing and technology transfer.

On February 13, 2014, our Board of Directors further announced the ongoing formalization of the Teaming Agreement The ongoing formalization of the Teaming Agreement has resulted in the creation of Omega SmartBuild Americas as a wholly-owned subsidiary of the Company ("Omega SmatBuild"), and First Omega registered in the Akwasasne First Nations Reserve ("First Nations").

Within the spirit of the Teaming Agreement, we have generally agreed with Omega to work together on establishing exclusive licensing agreements for us and developing a sales channel for further exclusive technology licensing opportunities of Omega and Omega partner companies. This includes access to Omega's global network for our products and services and technology acquisition and transfer via a dedicated division of the Company.

In light of our recent restructuring of management and formalization of the Teaming Agreement, we have agreed with Omega to further expand their linked management, joint offices and project pipeline. Omega SmartBuild has identified specific projects with its joint venture with First Nations in the field of sustainable off-grid biomass energy production in North America.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion and analysis addresses the results of operations for the nine months February 28, 2014 as compared to the results of operations for the nine months ended February 28, 2013. The discussion and analysis then addresses the liquidity and financial condition of the Company, and other matters. The following discussion further contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are a development stage company and have generated minimal revenue. We have incurred recurring losses since inception. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We believe we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Nine Month Period Ended February 28, 2014 Compared to Nine Month Period Ended February 28, 2013

Our net loss for the nine month period ended February 28, 2014 was $157,160 compared to a net loss of $1,487,788 during the nine month period ended February 28, 2013, a decrease of $1,330,628. We generated revenue in the amount of $3,300 for the nine month period ended February 28, 2014 compared to $20,964 generated for the nine month period ended February 28, 2013. Current period revenue comprised of income generated from the Stealth trading platform. In the prior period approximately $6,200 of interest was earned on the bridge loan to QAT, and $14,238 was earned on revenue generated from the mobile charity application.

During the nine month period ended February 28, 2014, we incurred operating expenses of $526,123 compared to $1,023,228 incurred during the nine month period ended February 2013, a decrease of $497,105. During the period the Company also reversed some prior period accruals and payables in the amount of $171,676 that did not have any contractual obligation remaining.

Loss from operations for the nine month period ended February 28, 2014 was $351,147 compared to loss from operations of $1,480,062 during the nine month period ended February 28, 2013. Operating expenses decreased during the nine month period ended February 28, 2014 generally due to decreased general and administrative expenses resulting from staff, consulting programming and legal counsel reductions. The Company made an effort to reduce expenditures where possible to converse cash while it focuses its efforts to raise funds.

The breakdown of expenses (including the effect of the reversals) is as follows:

During the nine month period ended February 28, 2014 and February 28, 2013, we incurred interest expense of $6,718 and $7,726, respectively.

During the nine months ended February 28, 2014, some of the Company’s creditors agreed to write off amounts owing to them. This created a gain on forgiveness of debt in the amount of $200,705.

Therefore, our net loss and loss per share during the nine month period ended February 28, 2014 was $157,160 or $0.00 per share compared to a net loss and loss per share of $1,487,788 or $0.01 per share during the nine month period ended February 28, 2013. The weighted average number of shares outstanding was 164,366,980 for the nine months ended February 28, 2014 and 159,995,794 for the nine months ended February 28, 2013.

Three Month Period Ended February 28, 2014 Compared to Three Month Period Ended February 28, 2013.

Our net income for the three month period ended February 28, 2014 was $227,980 compared to a net loss of $776,110 during the three month period ended February 28, 2013. We generated revenue in the amount of $1,824 for the three month period ended February 28, 2014 compared to revenue in the amount of $20,964 generated for the three month period ended February 28, 2013. Current period revenue comprised of income generated from the Stealth trading platform. In the prior period approximately $6,200 of interest was earned on the bridge loan to QAT, and $14,238 was earned on revenue generated from the mobile charity application.

During the three month period ended February 28, 2014, we incurred operating expenses of $146,225 compared to $312,578 incurred during the three month period ended February 28, 2013. General and administrative expenses during the period were limited to salaries, consulting fees, legal, telephone, insurance, filing fees, deprecation, transfer agent, supplies and other minor administrative expenditures. These expenses were offset by reversals of various over accruals and accounts payable from previous periods in the amount of $171,676.

Income from operations for the three month period ended February 28, 2014 was $27,275 compared to loss from operations of $769,412 during the three month period ended February 28, 2013. Operating expenses decreased during the three month period ended February 28, 2014 generally due to decreased general and administrative expenses resulting from staff, consulting programming and legal counsel reductions. In addition, there were over-accruals from prior years that were reversed in the current period that created negative expenses.

During the three month period ended February 28, 2014 and February 28, 2013, we incurred interest expense of $- and $6,698, respectively.

During the three months ended February 28, 2014, some of the Company’s creditors agreed to write off amounts owing to them. This created a gain on forgiveness of debt in the amount of $200,705.

Therefore, our net income (loss) and income (loss) per share during the three month period ended February 28, 2014 was $227,980 or $0.00 per share compared to a net loss and loss per share of $(776,110) or $0.00 per share during the three month period ended February 28, 2013. The weighted average number of shares outstanding was 164,425,222 for the three months ended February 28, 2014 and 164,002,939 for the three months ended February 28, 2013.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2014 our current assets were $88,985 and our current liabilities were $175,661, which resulted in a working capital deficit of $86,676. As of February 28, 2014, current assets were comprised of: (i) $6,878 in cash; (ii) $77,959 in local tax receivable; and (iii) $4,148 in prepaid expense. As of February 28, 2014, current liabilities were comprised of: (i) $175,661 in accounts payable and accrued expenses.

As of February 28, 2014, our total assets were $89,804 comprised of $88,985 in current assets and $819 net property and equipment. The decrease in total assets during the nine month period ended February 28, 2014 from fiscal year ended May 31, 2013 was primarily due to the decrease of $174,077 in cash.

As of February 28, 2014, our total liabilities were $175,661 comprised entirely of current liabilities. The decrease in liabilities during the nine month period ended February 28, 2014 from fiscal year ended May 31, 2013 was primarily due to the settlement agreement on related party loans. The Company agreed to settle $482,650 of related party loans with the issuance of stock. As at February 28, 2014 the stock has not been issued. We have outstanding warrants and certain warrants were exercised during the nine month period ended February 28, 2014.

As a result of the above, stockholders’ deficit decreased from $464,473 as of May 31, 2013 to $85,857 as of February 28, 2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the nine month period ended February 28, 2014, net cash flows used in operating activities was $415,888 compared to $945,483 used during the nine month period ended February 28, 2013. Net cash flows used in operating activities for the nine month period ended February 28, 2014 consisted primarily of a net loss of $157,160, which was adjusted by an increase in depreciation of $923, reversal of prior period accruals of $171,676, gain on forgiveness of debt of $200,705 and $6,718 in accrued interest to related party, and further changed by prepaid expenses of $51,666, accounts receivable of ($11,734) and accounts payable and accrued expenses of $79,672

This compared to net cash flows used in operating activities for the nine month period ended February 28, 2013 consisted primarily of a net loss of $1,487,788, which was adjusted by an increase in depreciation of $3,689, $9,833 in cancellation of common stock issued for services, $455,467 in common stock issued for services and $59,500 in stock based compensation, and further changed by prepaid expenses of ($90,306), accounts receivable of ($13,888) and accounts payable and accrued expenses of $118,010.

Cash Flows from Investing Activities

For the nine month periods ended February 28, 2014 and 2013, net cash flows related to investing activities was $0.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the nine month periods ended February 28, 2014 and February 28, 2013, net cash flows provided from financing activities was $242,188 consisting of $60,000 in issuance of common stock and $182,188 in proceeds from related party loans compared to $1,046,736 consisting of issuance of common stock.

CURRENT OUTLOOK

We expect that working capital requirements will continue to be funded through a combination of our existing funds and generation of revenues. Our working capital requirements are expected to increase in line with the growth of our business. Our principal demands for liquidity are to increase capacity, sales distribution and marketing, and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures and the expansion of our business, through cash flow provided by operations and funds raised through proceeds from the issuance of debt or equity.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. We may finance expenses with further issuances of securities and debt issuances. Any additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.

Our path to revenue is based upon completing the following work plan over the next twelve months:

1. Completion of the patent and trademark registrations.

2. Adherence to our marketing plan.

3. Completion of the systems development to ensure we have a robust product and all the required modules for end-to-end lottery play (including player registration, numbers selection, authorization, settlement, and player communication / marketing).

4. As opportunities arise, partner with existing suppliers of games to lottery operators in order to mobilize existing lottery games.

5. Remain flexible in our business model to operate as a lottery retailer/distributor, license the technology for use, or sell the technology for use in a pre-defined jurisdiction, preferably in that order, as conditions deem appropriate.

6. Complete appropriate certifications in promising jurisdictions to become a lottery retailer/distributor and/or supplier to specific lottery operators.

7. Partner with the emerging internet gaming suppliers and new lottery licensees to mobilize their offerings.

8. Proactively communicate and present our product and brand to prospective lottery operators, and understand their needs for new sources of revenue.

Settlement Agreements

Effective on February 7, 2014,our Board of Directors authorized and approved the execution of those certain five separate settlement agreements (collectively, the "Settlement Agreements"), pursuant to which we agreed to settle the aggregate amount of debt of $529,500.00 (collectively, the "Settlement Debt"). The Settlement Debt was incurred to those certain unrelated creditors (collectively, the "Creditors") pursuant to advances made and/or services provided to us.. The Settlement Debt was reflected on our financial statements filed with our previous quarterly and/or annual reports with the Securities and Exchange Commission. The terms and provisions of the Settlement Agreements provide for the issuance of an aggregate 3,529,998 shares of our restricted common stock to the five Creditors to satisfy the Settlement Debt.

General Release and Waiver of Debt

Effective on February 4, 2014, our Board of Directors authorized and approved the execution of that certain general release and waiver of debt agreement (the "Release Agreement") with an unrelated creditor (the "Release Creditor"), pursuant to which the Release Creditor agreed to waive and release the debt due and owing to it in the aggregate amount of $80,430.25 (the "Released Debt"). In accordance with the terms and provisions of the Release Agreement, the Release Creditor agreed to release, acquit, covenant not to sue and specifically release and waive any claims or rights it may have under common law and statutory law relating to the Released Debt.

Effective on February 20, 2014, our Board of Directors authorized and approved the execution of that certain general release and waiver of debt agreement (the "Second Release Agreement") with an unrelated creditor (the "Second Release Creditor"), pursuant to which the Second Release Creditor agreed to waive and release the debt due and owing to it in the aggregate amount of $113,867.00 (the "Second Released Debt"). In accordance with the terms and provisions of the Second Release Agreement, the Second Release Creditor agreed to release, acquit, covenant not to sue and specifically release and waive any claims or rights it may have under common law and statutory law relating to the Second Released Debt

The satisfaction of the Released Debt and the Second Released Debt will further result in reduction of our liabilities on our balance sheet in the approximate amount of $194,297.25.

Working Capital

While we do not have in-place working capital to fund normal business activities, we are actively seeking private financing in the amount of $1,000,000.

MATERIAL COMMITMENTS

During the period the Company settled all remaining debt. As at February 28, 2014, no material commitments existed.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our May 31, 2013 and May 31, 2012 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.

Exchange Rate

Our reporting currency is United States Dollars (“USD”). In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations.

Interest Rate

Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However, our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed 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 SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process, under the supervision of our Chief Executive Officer and Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management conducted an evaluation of the effectiveness of internal 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”). That evaluation disclosed that we have material defects in our internal control over financial reporting. Specifically they determined (i) that there was a lack of entity level control; and (ii) that the size of our accounting staff and low number of supervisory personnel prevented an appropriate segregation of accounting functions. Accordingly, based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of February 28, 2013.

Changes in Internal Control Over Financial Reporting

As noted above, subsequent to the period covered by this Quarterly Report, we initiated new procedures regarding internal controls over financial reporting and disclosure controls and procedures, including (i) improved entity level controls; and (ii) procedures for the segregation of duties. We anticipate that such controls and procedures will be effective in the future for purposes of recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC's rules and forms. We intend to further upgrade the amount of financial and personnel resources we spend on our accounting function as our operations develop and expand.

AUDIT COMMITTEE

Audit Committee

Our audit committee consists of Loris Macor. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and (5) funding for the outside auditors and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

Loris Macor is the audit committee’s financial expert. Our Board of Directors has determined that Mr. Macor’s education and experience qualify him for such position. The Board of Directors has analyzed the independence of each of our directors and has determined that Mr. Macor is an independent director under the rules of the NASDAQ Stock Market LLC, including the definition of “independent director” under Section 5605(a)(2) of the NASDAQ Manual.

Disclosure Committee

Disclosure committee functions are performed by our entire board of directors.

Director Nominations

There have been no changes in the quarter ended February 28, 2014 to the procedures by which security holders may recommend nominees to our board of directors.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

Settlement Agreements

Our Board of Directors approved and authorized the settlement of the Settlement Debt by the issuance of an aggregate 3,529,998 shares of our restricted common stock at $0.15 per share effective as of February 7, 2014. The aggregate 3,529,998 shares of common stock were issued in proportion to the respective debt due and owing to each of the Creditors in accordance with the terms and provisions of the respective Settlement Agreement entered into between the Company and each such Creditor.

The shares of common stock were issued to five non-United States residents in reliance on Section 4(2) and/or Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock issued to the Creditors have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.

Private Placement Offering

We issued an aggregate of 300,000 shares of our restricted common stock at a per share price of $0.20 to warrant holders in accordance with an exercise of warrants. The shares were issued in a private transaction to one warrant holders. The shares were issued to the warrant holders who are non-U.S. residents in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The warrant holders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SATEFY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Our Board of Directors accepted the resignation from Abbas Damji as our President, Chief Executive Officer and a member of the Board of Directors effective October 11, 2013. Our board of Directors accepted the resignation from Emlyn David as our Chief Financial Officer and a member of the Board of Directors effective February 6, 2014. Mr. Damji and Mr. Emlyn have not expressed any disagreement with us on any matter relating to our operations, policies or practices. Therefore, as of the date of this Quarterly Report, the Board of Directors consists of the following members: Todd Halpern, Cato Kemmler, Peter George, Loris Macor and Doug Mckay.

The Board of Directors accepted the consent of Cato Kemmler as our President and member of the board of directors, effective October 11, 2013.

The Board of Directors accepted the consent of Kyle Appleby as our Chief Financial Officer effective February 6, 2014.

The Board of Directors accepted the consent of Doug Mckay as a member of the board of directors effective March 18, 2014.

The Board of Directors accepted the consent of Peter George as a member of the board of directors and as Chief Executive Officer, effective April 2, 2014.

The Board of Directors accepted the consent of Loris Macor as a member of the board of directors effective April 13, 2014.

Cato Kemmler - Biography

During the past twelve years, Mr. Kemmler has been involved in international business, economics and media. From 1999 to current date, Mr. Kemmler is the president, general manager and a member of the board of directors of OmegaGroup (United Arab Emirates and Germany)/Omega SmartBuild, Norway ("Omega"). Mr. Kemmler was in charge of the development of a portfolio of five 5-star plus hotels in European cities with a planned total project volume in excess of $500,000,000 Euros in cooperation with a large German bank. Mr. Kemmler also was responsible for the negotiation of a $100,000,000 Euros investment per annum for four years with a large German fund as the chief operating officer of energyONE (now Omega Energy Division). Mr. Kemmler also secured the exclusive representation of Economic Zones World, Government of Dubai for Germany. He initiated the establishment of Omega SmartBuild and sold 15% of the equity interest to one of Norway's largest pension funds.

From approximately 2004 through 2006, Mr. Kemmler was the managing director and a member of the board of directors of Group One AG, Switzerland and Dubai, where he was responsible for project development in the United Arab Emirates in cooperation with Omega. He also arranged the cooperation with the Sharjah Chamber of Commerce for the planning of a new World Trade Center. From approximately 2000 to current date, Mr. Kemmler is the European division executive for All Star Media Ltd. located in Boston, where he is responsible for the financial planning and implementation of entertainment and media projects. Mr. Kemmler is also instrumental in managing the financing and sponsoring of the Les Paul Special, which featured music legends in cooperation with PBS. He also co-produced "A Tribute to the King" with Scotty Moore featuring international stars. From approximately 1996 through 2000, Mr. Kemmler was a partner with Global Excellence Partners, B.V., Hilversum, The Netherlands, where he coordinated the execution of an MOU between a United States corporation and a Middle Eastern government with respect to power plant construction. He established the cooperation between GEP and Mesana, one of the largest Indonesian financial groups. From approximately 1996 through 1999,Mr. Kemmler was a consultant with KemmlerConsult International, where he handled all management and international consulting work, supervised marketing issues featured in Millionaire Magazine and Sports Illustrated. He also prepared business plans for trans-border relocation and guided start-up companies.

Mr. Kemmler graduated from The Asheville School in 1989 receiving the Cum Laude Society award. He studied political science and international studies in fall 1991 at the University of Aberdeen and further studied economics in spring 1992 at the University of Oxford. Mr. Kemmler earned a B.A. with a major in government and minor in economics in 1993. He also completed the Transatlantic Summer Academy, which is a high intensity course that focused on "Europe Today" in summer 1994. In 1996, Mr. Kemmler received a Master of Arts in International Relations and in International Communications from the Graduate School at Boston University.

Kyle Appleby - Biography

During the past twelve years, Mr. Appleby has been engaged as a chartered accountant acquiring extensive experience in finance, accounting and compliance involving diverse industries including junior mining, oil and gas, investment funds, manufacturing and distributing. Mr. Appleby has a proven ability to improve operations, impact growth, maximize profits and meet deadlines. He has hands on experience in management working with boards of directors, banks, lawyers, auditors and regulatory bodies.

From 2007 to current date, Mr. Appleby has been the president of CFO Advantage Inc., which is a provider of part time chief financial officer services specializing in providing a comprehensive range of financial, accounting and other related services to companies that are reporting issues in Canada and the United States. Certain of the key services provided include: (i) chief financial officer function providing strategic direction and leadership to selected small and medium size companies; (ii) preparation of annual and interim financial statements and management's discussion and analysis; (iii) assist companies with listing on a stock exchange; (iv) act as key contact between stock exchange and other regulatory bodies to ensure compliance; (v) treasury functions including cash management, and liaison with the Company’s day-to-day operating bank manager; (vi) assistance with financings; (vii) present all financial reports to board of directors and audit committees for review and approval; (viii) liaison with the company’s external independent auditors and provide assistance during annual audit; (ix) design and implement internal control procedures and processes; and (x) assist in administering flow through share issuances.

From approximately October 2004 through December 2006, Mr. Appleby was a manager at Silver Gold Glatt & Grossman LLP where he was responsible for planning and managing audits of investment funds and their respective management companies with $2,000,000 to $250,000,000 of funds under management. He was also responsible for financial statement presentation and disclosure of all onshore and offshore investment fund clients and keeping up-to-date with all regulatory issues relating to investment funds to ensure clients are in compliance with securities laws. Mr. Appleby also managed an accounting staff of seven for various assurance engagements. Lastly, Mr. Appleby created compliance manuals for hedge funds to ensure compliance with industry regulations and to maintain a strong internal control environment.

From approximately September 1998 through August 2003, Mr. Appleby was a senior accountant at SF Partnership LLC where he was responsible for the preparation of corporate and personal income tax returns, corporate and personal tax planning and due diligence analysis of companies being purchased, which involved assessing and evaluating current financial positions of these companies prior to their purchase. Mr. Appleby was also involved in assessing companies' internal controls, which included identification of areas of weakness and providing recommendations to improve operational efficiencies and effectiveness. Mr. Appleby led teams on audit and review engagements in a variety of different industries, including technology, real estate, manufacturing, distribution and non-profit.

Mr. Appleby also currently is acting as the chief financial officer for the following companies: Renforth Resources Inc. (RFR - CNSX), Xylitol Canada Inc (XYL - TSXV), and Mercom Oil Sands PLC (MMO - AIM).

Mr. Appleby graduated from York University with a Bachelor of Arts in Economics. He was admitted to the Institute of Chartered Accountants of Ontario in May 2001.

Doug Mckay - Biography

During the past thirty years, Mr. McKay has been involved in national and international marketing and operations within the retail and B2B sector. Mr. McKay brings extensive knowledge to the Company and the Board of Directors believes he will add the necessary leadership and depth that will help drive the transformation of Stealth Analytics into a leading brand for the Company within the retail online trading community.

From approximately 2010 through 2014, Mr. McKay was the president of M4Connex Inc., which is a digital solutions provider and master distributor of firmCHANNEL digital signage software and hardware. He was responsible for day to day operations, including sales, marketing, invoicing and support and maintenance. Mr. McKay developed a network of resellers and clients for digital solutions in various industries and countries. He maintained and supported digital networks in Canada, United States, Europe, Caribbean and South America.

From approximately 2006 through 2009, Mr. McKay was the president of eliquidMEDIA Inc., where he was responsible for bottom-line factors, including company vision, branding, advertising and marketing, long range strategic planning and overseeing development of software. He was responsible for major capital expenditures, creating new revenue streams, profit and loss analysis, hiring of key employees and event planning and coordinating. Mr. McKay successfully guided the firmCHANNEL software from a research and development stage with zero revenue to full commercialization ultimately developing it into a globally recognized digital software brand. He also negotiated and executed the entire distributor and reseller network for the brand, identified and negotiated outside private capital investments, directed all marketing activities including trade show design and implementation, and instrumental in negotiating four separate buyout offers from industry competitors resulting in the sale of the firm CHANNEL division.

From approximately 2003 through 2006, Mr. McKay was the director of marketing and operations for Rose City Ford Sales Limited, which was one of the largest Ford retailers in Canada. Mr. McKay was responsible for bottom-line factors, including company vision, branding, advertising and marketing, long range strategic planning, administering budgets, developing annual business plan, overseeing major capital expenditures, creating new revenue streams, profit and loss analysis, and event planning/coordinating. He identified and resolved problems resulting in significant cost savings, restructured the advertising and marketing plan, including aggressive cost cutting, reallocated advertising funds, and implemented innovative marketing strategies. Mr. McKay achieved the number one Ford retailer award for three consecutive years realizing cost savings of 20% in the marketing budget. He also co-chaired union negotiations resulting in the successful ratification of the 2004 Collective Bargaining Agreement with the Local 195 and coordinated all marketing and charitable events including Rose City Ford’s Charity Golf Classic for the Italian Canadian Handicapable Association, which raised over $60,000 in 2004 and 2005.

From approximately 2002 through 2003, Mr. McKay was the general manager of Hi! Neighbor Flooring, which was one of Windsor, Canada's leading flooring companies. He increased revenue through aggressive cost cutting measures, implemented innovative marketing strategies and launched additional products. From approximately 1994 through 2002, Mr. McKay was the vice president of marketing and operations of McKay's TV & Appliance Limited where he was responsible for daily operations of a national chain of consumer electronic retail outlets. From approximately 1987 through 1994, Mr. McKay was the vice president of Krazy Kelly's Limited where he managed daily operations for fourteen retail outlets located throughout Ontario and Quebec. From approximately 1982 through 1987, Mr. McKay was the store manager for World Wide Waterbeds where he was in charge of daily operations of a factor retail outlet, including staffing, training, sales, inventory control, profit and loss, management, purchasing and banking.

Peter George – Biography

During the past twenty years, Mr. George has been involved in mergers and acquisitions, venture capital and project and product management for companies in highly competitive industries, which has also included new business development, relationship building and management, infrastructure development and capital raising.

From approximately 2009 to present, Mr. George has been the co-founder and director of LB Energy Inc (LB), which is one of the largest developers (9MW) of Solar Micro Fit projects under contract through the Green Energy and Green Economy Act within the Province of Ontario. LB represents a $53,000,000 capital and infrastructure investment. From approximately 2005 through 2009, Mr. George was employed by Walton Capital, a Canadian based land development company that has 79,000 acres under management in Canada/USA with an equity value in excess of $2,000,000,000. Mr. George assisted Walton Capital through new business development, community outreach and aggressive networking enhancing its public image and recognition. During this time, Mr. George raised capital for various small cap companies and led a reverse merger with a public shell on the OTCBB Exchange for Natures Farms, an Indiana based nutraceutical company. He was also a principal advisor for identifying shell, merger and acquisition, capital raise and offering, road shows and assisted with the development of the board of directors. From approximately 2000 through 2005, Mr. George was an independent medical distributor representing orthopedics, neurology, and internal medicine that covered six hospitals, 60 surgeons, multiple administrations, nurses and support staff within a 100 mile radius. His responsibilities included new business development, extensive/long sales cycles, persuasive lobbying, relationship building and maintenance and intensive product knowledge. From approximately 1998 through 2000, Mr. George was employed at Waterfront Estates in Fort Lauderdale, Florida, where he closed $10,000,000 in real estate and yacht sales in less than one year. His clientele included senior executives with Fortune 100 while prospecting and developing new clientele. He was also a member of the Boys and Girls Club of Broward County and past committee member of the Yacht Rendezvous. From approximately 1994 through1998, Mr. George was the co-founder of Freedom Marine Yacht Brokerage, in Windsor Ontario/St. Clair Shores, Michigan, which is a boat brokerage business that covered Lakes' Erie, St. Clair and Huron and the Detroit and St. Clair River. His responsibilities included procurement of CA agreements, creating marketing and promotional material, and prospecting for new business and listings through networking, boat shows and referrals.

Mr. George earned a Bachelor of Arts from the University of Windsor in 1994.

Loris Macor - Biography

Loris Macor joined Coopers & Lybrand (now PwC) in 1975 and for over 35 years as a Chartered Accountant he has distinguished himself in his service to the business community, his firm, the accounting profession and a large number of community-based organizations.

Throughout his professional career, Loris has served public and private companies and has focused on owner-managed businesses servicing the automotive, retail and distribution and agricultural sectors. In addition he has made a significant contribution to PwC in his various management and leadership roles.

Loris continues to be an active partner at PwC as the Tax Leader of the PwC Southwest Ontario Region, comprising the Windsor, London and Waterloo offices. He is actively involved in the business community and serves as Board Chair of Hotel Dieu Grace Hospital Foundation.

As a senior leader in the Southwest Ontario Region practice and broader professional community, Loris has actively mentored many PwC partners and other industry professionals throughout his career.

Highlights of his career achievements are outlined below:

• In 2009 (continues) Loris assumed the role of Market Leader for the Windsor office of PwC leading a group of professionals in servicing both public and private companies. PwC Windsor is considered to be the pre-eminent service provider in the region by many professionals and businesses in the region.

• In 2009 (continues) Loris assumed the responsibility of Regional Representative on PwC’s National Tax Quality & Risk Management Committee. This group sets policy and provides guidance for the tax practice across the Canadian firm.
• In 2008 (continues) Loris assumed the Tax Leadership role for the PwC Southwest Ontario Region which includes the London, Waterloo and Windsor tax practices and has a staff of over 55 tax professionals.
• In 2006 (continues) Loris founded “Wealth and Tax Matters”, one of the most popular publications produced by PwC. Loris has acted as Editor of the publication until recently and continues to be involved with a team of other PwC tax professionals on its production. (sample attached)
• 1986 – 1998 served as tax partner in charge of Coopers & LybrandWindsor practice until the merger with Price Waterhouse. Under his leadership the tax practice grew from 2 professionals to over 12 tax professional staff. The Windsor office enjoyed a reputation in the Essex County business community as an excellent service provider to owner-managed companies and their owners.
• In 1986, Loris was admitted to the Coopers & Lybrand partnership.

ESTABLISHMENT OF ADVISORY BOARD

On February 12, 2014, our Board of Directors authorized the establishment of an advisory board (the "Advisory Board"). The Advisory Board shall have the responsibility of advising the Board of Directors and our management regarding development of our intellectual property and technology, including trans-border technology transfer efforts (the "Proprietary Technology"). The Proprietary Technology relates to our operations including, but not limited to, our mobile lottery software application (the "MOBI Products") and our Stealth products for proprietary algorithmic securities trading systems.

On February 12, 2014, the Board of Directors appointed Mr. Hubert Grosser as a member of our Advisory Board in the capacity of technology transfer expert. Mr. Grosser was the former head of marketing and public relations for Fraunhofer IPA, Stuttgart, and has spent the past twenty-five years at Germany's renowned Fraunhofer Gesellschaft, which is one of Europe's leading semi-governmental technology think tanks. In his capacity as a member of the Advisory Board, Mr. Grosser will provide us with extensive knowledge regarding evaluation of cross-border technologies and identification of suitable innovations.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.