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UNITED STATES
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 August 31, 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. 000-53770

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

Nevada	27-0156048
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

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

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

Securities registered pursuant to Section 12(b) of the Act:	Name of each exchange on which registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)

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[ ] 

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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.

Large accelerated filer  [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of October 9, 2014
Common Stock, $0.001	168,476,221

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EPCYLON TECHNOLOGIES INC.

Form 10-Q

Part 1.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (unaudited)	4
	Balance Sheets	5
	Statements of Operations	6
	Statements of Cash Flows	9
	Notes to Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
Part II.	OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30

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PART I

ITEM 1. FINANCIAL STATEMENTS

Epcylon Technologies, Inc.

(A development stage Company)

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.

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Epcylon Technologies Inc. (Formerly Mobile Integrated Systems Inc. )
Consolidated Balance Sheets

		August 31, 2014			May 31, 2014
		(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	2,933,650		$	2,475,413
Local tax receivable		8,731			3,241
Prepaid expense		1,035			2,580
TOTAL CURRENT ASSETS		2,943,416			2,481,234
TOTAL ASSETS	$	2,943,416		$	2,481,234
LIABILITIES and STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses (note 3)	$	69,042		$	59,504
Securities sold not yet purchased (note 4)		73,725			398,985
Notes payable - related party (note 5)		1,006,177			46,125
CURRENT LIABILITIES AND TOTAL LIABILITIES		1,148,944			504,614
STOCKHOLDER'S EQUITY:
Series A Preferred shares, par value $0.0001      15,000,000 shares authorized      10,000,000 shares issued and outstanding (note 6)		1,000			1,000
Common stock, par value $0.0001      300,000,000 shares authorized      168,476,221 and 164,476,221 issued and outstanding      as of August 31, 2014 and May 31, 2014		16,846			16,846
Additional paid-in capital		8,382,459			8,382,459
Other comprehensive loss		(17,501	)		(4,624	)
Accumulated deficit		(6,588,332	)		(6,419,061	)
TOTAL STOCKHOLDERS' EQUITY		1,794,472			1,976,620
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,943,416		$	2,481,234

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Epcylon Technologies Inc. (Formerly Mobile Integrated Systems Inc. )
Consolidated Income statements
(unaudited)

		Three Months			Three Months			From Inception
		Ended			Ended			September 16, 2008 to
		August 31, 2014			August 31, 2013			August 31, 2014
REVENUE	$	2,833		$	363		$	122,712
EXPENSES
General and administrative expenses		133,413			285,317			6,440,656
OPERATING LOSS		(130,580	)		(284,954	)		(6,317,944	)
OTHER INCOME (EXPENSE):
Interest income (expense), net		(6,040	)		(3,362	)		(83,437	)
Realized loss on marketable securities		(52,369	)		-			10,002
Unrealized gain on marketable securities		19,718			-			(35,110	)
Gain on forgiveness of debt		-			-			315,955
Write off of note receivable from related party		-			-			(477,798	)
NET LOSS	$	(169,271	)	$	(288,316	)	$	(6,588,332	)
Deemed dividend on Preferred stock		-			-			266,666
NET LOSS ATTRIBUTABLE TO EPCYLON	$	(169,271	)	$	(288,316	)	$	(6,321,666	)
Net loss per common share		($0.00	)		($0.00	)
Basic and fully diluted weighted average common shares outstanding		168,476,221			164,252,396
COMPREHENSIVE LOSS
Net Loss	$	(169,271	)	$	(288,316	)
Foreign currency translation adjustment		(12,877	)		-
NET COMPREHENSIVE LOSS	$	(182,148	)	$	(288,316	)

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Epcylon Technologies Inc (formerly Mobile Integrated Systems Inc.)
Consolidated Statement of Stockholders' equity
For the three months ended August 31, 2014 and since inception
(unaudited)

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Epcylon Technologies (formerly Mobile Integrated Systems Inc.)
Consolidated statement of cash flows

(unaudited)

		Three Months			Three Months			From Inception
		Ended			Ended			September 16, 2008 to
		August 31, 2014			August 31, 2013			August 31, 2014
OPERATING ACTIVITIES:
Net loss	$	(169,271	)	$	(288,316	)	$	(6,588,332	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			487			31,061
Gain on forgiveness of debt		-						(315,955	)
Imputed rent		-			-			7,000
Realized trading losses (gains)		52,369						(10,003	)
Unrealized (gain) loss on marketable securities		(19,718	)					35,110
Stock based compensation		-			-			826,660
Common stock issued for services		-			-			605,467
Inducement charge on debt settled via Common stock		-			-			185,953
Cancellation of Common stock issued for services		-			-			(140,167	)
Imputed Interest		6,173			3,362			82,610
Changes in operating assets and liabilities:
Prepaid expenses		1,545			30,038			(1,035	)
Local tax receivable		(5,490	)		(4,182	)		(8,731	)
Accounts payable and accrued liabilities		9,536			(32,878	)		473,270
NET CASH USED IN OPERATING ACTIVITIES		(124,856	)		(291,489	)		(4,817,091	)
					-
INVESTING ACTIVITIES:
Acquisition of property & equipment		-			-			(31,060	)
Purchases of securities		(2,807,319	)					(5,648,303	)
Proceeds from sale of securities		2,449,410			-			5,696,923
NET CASH USED IN INVESTING ACTIVITIES		(357,909	)		-			17,560

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FINANCING ACTIVITIES:
Cancellation of shares		-			-			102,312
Proceeds from issuance of common stock		-			60,000			4,210,649
Proceeds from issuance of preferred stock		-			-			2,000,000
Proceeds from related party loans		953,879			57,650			2,202,937
Repayments of note payable to related party		-			-			(752,597	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		953,879			117,650			7,763,301
Effect of exchange rates on cash		(12,877	)		(538	)		(30,120	)
INCREASE (DECREASE) IN CASH		458,237			(174,377	)		2,933,650
CASH - BEGINNING OF PERIOD		2,475,413			180,955			-
CASH - END OF PERIOD	$	2,933,650		$	6,578		$	2,933,650

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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)
AUGUST 31, 2014

NOTE 1 – ORGANIZATION AND 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 September 5, 2014. The results of operations for the three months ended August 31, 2014 are not indicative of results for the full fiscal year or any other period.

Organization and Business Description

Epcylon Technologies Inc., formerly known as Mobile Integrated Systems Inc. (the “Company” or “Epcylon”), together with its wholly owned subsidiaries Mobilotto Systems Inc., (“MIBI”), Delite Americas Inc., and Omega Smartbuild Americas Inc., are development stage companies. 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 July 29, 2013, the Company changed its name from Mobile Integrated Systems Inc., to Epcylon Technologies Inc. The Company trades on the OTCBB under the symbol PRFC.

Since inception the Company has been engaged in organizational activities, has been developing its business model and software, and marketing its product to lottery operators, but has not earned any material revenue from operations, other than a onetime payment for a new mobile application in the prior year. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise”, as set forth in authoritative guidance issued by the Financial Accounting Standards Board. Among the disclosures required are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

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NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)

Basis of Consolidation

These consolidated financial statements include the accounts of Epcylon Technologies Inc., which was incorporated on April 22, 2009 in the state of Nevada and its wholly-owned subsidiaries, Mobilotto Systems, Inc., which was incorporated in Ontario, Canada on September 16, 2008, Delite Americas Inc. which was incorporated in Ontario, Canada on July 8, 2013 and Omega Smartbuild Americas Inc., which was incorporated in Ontario, Canada on July 8, 2013.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. All intercompany balances and transactions have been eliminated.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Company’s May 31, 2014 annual financial statements, except for the adoption of new standards and interpretations as of June 1, 2014.

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.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		August 31,			May 31,
		2014			2014
Legal	$	19,051		$	19,051
Audit		10,000			15,000
Consulting		15,820			9,040
General and administrative		24,171			16,413
Total	$	69,042		$	59,504

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NOTE 4– SECURITIES SOLD NOT YET PURCHASED

Marketable securities owned and on margin consisting of equity securities owned by the Company. As at August 31, 2014 securities at market value were as follows:

		Fair value
Options sold short	$	73,725

The securities are reported at fair value using level 1 input based on the quoted market price of the securities at each reporting period.

NOTE 5 – NOTES PAYABLE –RELATED PARTY

		August 31,			May 31,
		2014			2014
Note payable due to related party (the Chief Executive Officer) with interest payable at 5% per annum, due June 21, 2015, unsecured. The note is convertible in to series B preferred stock. (see note 7)	$	50,000		$	46,125
Note payable due to related party (the Chief Executive Officer) with interest payable at 5% per annum, due July 21, 2015, unsecured. The note is convertible in to series B preferred stock. (see note 7)		950,000			-
Accrued interest		6,177
	$	1,006,177		$	46,125

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.

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.

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.

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NOTE 5 – NOTES PAYABLE (continued)

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.

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.

On March 13, 2014, the Company issued a note payable in the amount of $35,000 due to a related party with interest payable at 5% per annum, due March 13, 2015. On March 28, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 233,333 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.

The Company accrued interest expense of $6,173 and $3,362 for the related party loan referred to above for the three months ended August 31, 2014 and 2013, respectively.

NOTE 6 – 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.

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NOTE 6 – 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.

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NOTE 6 – STOCKHOLDERS’ DEFICIENCY – continued

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.

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 $595,811 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”). 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.

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.

On March 17, 2014, the Company issued 100,000 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.

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NOTE 6 – STOCKHOLDERS’ DEFICIENCY – continued

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 3,450,999 common shares to settle the related party notes payable as described in note 8.

On April 3, 2014, the Company amended its articles increasing the authorized capital to create 15,000,000 shares of preferred stock, par value $0.001.

Series A Preferred Stock

Effective April 7, 2014, our Board of Directors approved a Certificate of Designation of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock carries a par value of $0.001 and is convertible into common stock on a 1 preferred share for 1.3333 common share basis. Preferred shares are entitled to a quarterly dividend equal to the revenue earned on the invested capital of the Series A investment. Dividends may be paid in cash or common shares at the option of the Series A holder. The Corporation may, by providing a five day notice, redeem such Series A Preferred Stock at a redemption price of $0.20. Each holder of the outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of Series A Preferred Stock multiplied by 100.

On April 16, 2014, the Company completed a 10,000,000 series A preferred shares financing for gross proceeds of $2,000,000.

The Company recognized the difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion as a beneficial conversion feature. This Beneficial Conversion Feature of $266,666 was recorded as additional paid-in-capital for common shares, per EITF 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”. The offsetting amount was amortizable over the period from the issue date to the first conversion date. Since the Series A Preferred Stock is immediately convertible at the option of the holder, a deemed dividend of $266,666 to the Series A Preferred Stock was recorded and immediately amortized. As the Company is in an accumulated deficit position, the deemed dividend was charged against additional paid-in-capital for common shares, there being no retained earnings from which to declare a dividend. The net loss attributable to common shareholders reflects both the net loss and the deemed dividend

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NOTE 7 - RELATED PARTY TRANSACTIONS

On May 21, 2014, the Company, authorized and approved the execution of a loan agreement dated May 21, 2014 between the Company and its Chief Executive Officer, Peter George ("George") in the principal amount of $50,000 (the "$50,000 Loan Agreement"). Effective July 24, 2014, the Company authorized and approved the execution of a second loan agreement dated July 24, 2014 with George in the principal amount of $950,000 (the "$950,000 Loan Agreement"), and collectively, the "Loan Agreements").

The Loan Agreements are unsecured and accrue interest at an annual rate of 5% on the unpaid balances. The Company will pay all principal and accrued interest thirteen months from the date of execution of either the $50,000 Loan Agreement or the $950,000 Loan Agreement. Any prior payments shall be applied first to interest and then to principal. The Company may at any time during the term of the Loan Agreements redeem the respective loan by providing a five day notice to George that the Company intends to redeem. Payment of principal and interest will be calculated from the date of execution to date of redemption notice.

In addition, the Loan Agreements provide that George may convert all or part of the loan, including principal and accrued interest, into shares of Series B preferred stock at a per share price of $0.20. In the event that neither the Company has redeemed the Loan Agreements nor George has converted the Loan Agreements, there shall be an automatic conversion of the Loan Agreements into shares of the Series B preferred stock. The conversion price per share shall be the lowest trading price of the Company's shares on the OTCQB by using the lowest share price of the preceding five business days prior to the termination date of the Loan Agreement with a minimum price of $0.20.

NOTE 8 – SUBSEQUENT EVENT

On September 19, 2014, the Company filed a Designation of Series B preferred stock with the Nevada Secretary of State creating 5,000,000 shares of Series B preferred stock at $0.001 par value. The Designation provides for certain rights and preferences as defined. The Company has not issued any Series B preferred stock as of October 10, 2014.

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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 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.

Designation of Series B Preferred Stock

Effective March 7, 2014, our Board of Directors and 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, in connection with the proposed restructure of the Company (the “Amendment”). 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"). On April 7, 2014, we filed a Designation of Series A preferred stock with the Nevada Secretary of State creating 10,000,000 shares of Series A preferred stock at $0.001 par value, which was previously disclosed in a filing in Current Report on Form 8-K.

On September 19, 2014, we filed a Designation of Series B preferred stock with the Nevada Secretary of State creating 5,000,000 shares of Series B preferred stock at $0.001 par value. The Designation provides for certain rights and preferences as follows:

(a) The holders of Series B Preferred Stock shall be entitled to receive dividends only when, as and if declared by the Board of Directors, in its sole discretion.

(b) Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, after any distribution or payment shall be made to the holders of any stock ranking senior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Company an amount equal to the subscription price (the "Series B Liquidation Amount"). After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Company’s Common Stock. If upon any such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this subsection (a), the holders of shares of Series B Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The amount deemed paid or distributed to the holders of capital stock of the Company upon any such merger, consolidation, sale, transfer or other disposition shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring person, firm or other entity.

(c) The holder of the Series B Preferred Stock shall at their option convert the shares of Series B Preferred Stock into shares of common stock on a one preferred share for one common share basis. Shares of Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of common shares after the reverse split as would have been equal to the conversion rate established prior to the reverse split.

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(d) The Company may by providing a five day notice to the holder of the Series B Preferred Shares redeem such Series B Preferred Shares at a redemption price of equal of the subscription price. In the event of receipt of the Notice of Redemption by the holder of the Series B Preferred Shares, the holder shall have five business days from date of receipt to convert into shares of common stock.

(e) Each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of Series B Preferred Stock. No further designations of preferred shares junior to the Series B Preferred Stock shall have voting rights equal to or higher than the Series B Preferred Stock without the two-third's consent of all shares of Series B Preferred Stock issued and outstanding.

DESCRIPTION OF BUSINESS

We are a development stage technology company that operates within the financial services industry and the broader gaming industry. We are engaged, through our Stealth branded products, in the business of researching, developing and maintaining proprietary algorithmic securities trading systems. Furthermore, through our MOBI branded products, develops software and interactive games for use by charitable organizations and government regulated lotteries.

We are marketing the acquired Stealth software to securities traders. This software provides an algorithmic stock signals intelligence system that predicts future stock behavior. It is our intention to license our financial software to financial organizations and individuals as a primary source of revenue. Our financial software is expected to be distributed through software app stores and distribution agreements.

The Stealth branded products has been commercialized for both institutional traders and retail traders alike. To date the products are available on Bloomberg terminals worldwide via the Bloomberg App Portal. Furthermore, we are in discussions to make the Stealth product suite available to various institutions via integration with in-house technologies.

Our Stealth trading platform offers a suite of software applications designed to encourage better customer interaction and help brokerages to modernize. Stealth Analytics is a mathematical and cognitive psychology based market visualization instrument that filters complex market data to vividly and explicitly depict the sentiment and perception of market participants.

Our MOBI branded products are currently being customized for various charitable organizations to integrate the product suite with in-house technologies.

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 such 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.

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STEALTH SOFTWARE

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.

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• 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.

In prior years we successfully launched a mobile lottery application in Canada for the Princess Margaret Hospital Foundation. 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.

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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 three months ended August 31, 2014 as compared to the results of operations for the three months ended August 31, 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.

Three Month Period Ended August 31, 2014 Compared to Three Month Period Ended August 31, 2013

Our net loss for the three month period ended August 31, 2014 was $169,271 compared to a net loss of $288,316 during the three month period ended August 31, 2013, a decrease of $119,045. We generated revenue in the amount of $2,834 for the three months period ended August 31, 2014, 2014 compared to $363 generated for the three months period ended August 31, 2013. Current and prior period revenue comprised of income generated from the Stealth trading platform.

During the three month period ended August 31, 2014, we incurred operating expenses of $133,413 compared to $285,317 incurred during the three month period ended, August 31 2013, a decrease of $151,904. We also had interest expense on related party loans of $6,040 (2013 – expense $3,362), a realized loss on marketable securities of $52,369 (2013 - $nil), and a change in the unrealized loss on investments of $19,718 (2013 - $nil).

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The decrease in loss is attributed to the reduction of expenditures in order to conserve capital. We made an effort to reduce all expense areas. The major areas resulting in the decrease in loss were the reduction of legal, consulting, administrative expenses and payroll. The Company made an effort to reduce expenditures where possible to converse cash while it focuses its efforts to execute its business plan.

Our net loss and loss per share during the three month period ended August 31, 2014 was $169,271 or $0.00 per share compared to a net loss and loss per share of $288,316 or $0.00 per share during the three month period ended August 31, 2013. The weighted average number of shares outstanding was 168,476,221 for the three months ended August 31, 2014 and 164,252,396 for the three months ended August 31, 2013.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2014 our current assets were $2,943,416 and our current liabilities were $1,148,944, which resulted in a working capital of $1,794,472. As of August 31, 2014, current assets were comprised of: (i) $2,933,650 in cash; (ii) $8,731 in local tax receivable; and (iii) $1,035 in prepaid expense. As of August 31, 2014, current liabilities were comprised of: (i) $69,040 in accounts payable and accrued expenses (ii) $73,725 of marketable securities sold short and (iii) $1,006,177 of notes payable to a related party.

As of August 31, 2014, our total assets were $2,943,416 comprised entirely of current assets. The increase in total assets during was primarily due to the cash proceeds from the notes payable to a related party.

As of August 31, 2014, our total liabilities were comprised entirely of current liabilities. The increase in liabilities during the period was primarily due to an increase in debt in the form of a note payable to a related party.

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 three months ended August 31, 2014, net cash flows used in operating activities was $124,856 compared to $291,489 used during the three months ended August 31, 2013.

Cash Flows from Investing Activities

For the three months ended August 31, 2014, cash flows from investing activities comprised of proceeds on the sale of securities $2,449,408 and the purchase of securities in the amount of $2,807,319. There were no cash flows from investing activities for the three months ended August 31, 2014.

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Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the three months ended August 31, 2014 net cash flows provided from financing activities was $953,879 consisting proceeds from related party loans. During the three months ended August 31, 2014, cash flow from financing activities consisted of proceeds from the exercise of warrants in the amount of $60,000, and proceeds from related party loans in the amount of $57,650.

As of August 31, 2014, we had cash of $2,933,650. This represented an increase from May 31, 2014, at which time we had cash in the amount of $2,475,413. We also own property and equipment with a cost of $31,060 which consists of computer equipment, office furniture and equipment and leasehold improvements (which are fully amortized). As at August 31, 2014, $2,000,000 of the cash has restricted use, as per a management agreement with the Series A preferred stock holders.

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 twelve months. We have no lines of credit or other bank financing arrangements. We may have additional 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 and testing to ensure we have robust products.

4.      Develop new products around the Stealth application and find other ways to license its use.

5.      Develop education package to help with customer retention

6.      Launch new website and mobile solutions

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

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8.      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.

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

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

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

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

Effective on May 21, 2014, the Company authorized and approved the execution of that certain loan agreement dated May 21, 2014 between the Company and its Chief Executive Officer, Peter George ("George") in the principal amount of $50,000 (the "$50,000 Loan Agreement"). Effective July 24, 2014, the Company authorized and approved the execution of a second loan agreement dated July 24, 2014 with George in the principal amount of $950,000 (the "$950,000 Loan Agreement"), and collectively, the "Loan Agreements").

The Loan Agreements are unsecured and accrue interest at an annual rate of 5% on the unpaid balances. The Company will pay all principal and accrued interest thirteen months from the date of execution of either the $50,000 Loan Agreement or the $950,000 Loan Agreement. Any prior payments shall be applied first to interest and then to principal. The Company may at any time during the term of the Loan Agreements redeem the respective loan by providing a five day notice to George that the Company intends to redeem. Payment of principal and interest will be calculated from the date of execution to date of redemption notice.

Lastly, the Loan Agreements provide that George may convert all or part of the loan, including principal and accrued interest, into shares of Series B preferred stock at a per share price of $0.20. In the event that neither the Company has redeemed the Loan Agreements nor George has converted the Loan Agreements, there shall be an automatic conversion of the Loan Agreements into shares of the Series B preferred stock. The conversion price per share shall be the lowest trading price of the Company's shares on the OTCQB by using the lowest share price of the preceding five business days prior to the termination date of the Loan Agreement with a minimum price of $0.20.

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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.

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.

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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 August 31, 2014.

Changes in Internal Control Over Financial Reporting

We anticipate that our 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.

There were no further changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended August 31, 2014 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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AUDIT COMMITTEE

Audit Committee

Our audit committee consists of Todd Haplern and 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 one of our two independent directors 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 August 31, 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

No securities issued during the quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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ITEM 4. MINE SATEFY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

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

Exhibit No.	Description of Exhibits
Exhibit 3.1	Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on June 10, 2009.
Exhibit 3.2	Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on June 10, 2009.
Exhibit 3.3	Amendment to the Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on June 10, 2009.
Exhibit 3.4	Bylaws of the Company, as amended, incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 23, 2012.
Exhibit 3.5	Amendment to the Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 23, 2012.
Exhibit 3.9	Amendment to the Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 3, 2014.
Exhibit 10.12	Share Cancellation Agreement, by and between the Company, A Few Brilliant Minds Inc. and Gino Porco, dated as of June 16, 2011, incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 13, 2011.

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Exhibit 10.13	Share Cancelation Agreement, by and between the Company and NAC Investment Ltd., dated as of June 20, 2011, incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 13, 2011.
Exhibit 10.14	Share Cancellation Agreement, by and between the Company and 2208155 Ontario Inc., dated as of June 20, 2011, incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 13, 2011.
Exhibit 10.15	Employment Agreement, by and between the Company and Fulvio Ciano, dated as of October 21, 2011, incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.16	Stock Option Agreement, by and between the Company and Randall Barrs, dated as of November 29, 2011, incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.17	Stock Option Agreement, by and between the Company and Alan Ralph, dated as of November 29, 2011, incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.18	Stock Option Agreement, by and between the Company and Todd Halpern, dated as of November 29, 2011, incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.19	Stock Option Agreement, by and between the Company and Todd Halpern, dated as of November 29, 2011, incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.20	Stock Option Agreement, by and between the Company and Fulvio Ciano, dated as of November 29, 2011, incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.21	Stock Option Agreement, by and between the Company and Donald Ziraldo, dated as of November 29, 2011, incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.

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Exhibit 10.22	Stock Option Agreement, by and between the Company and Donald Ziraldo, dated as of November 29, 2011, incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.23	Stock Option Agreement, by and between the Company and Randall Barrs, dated as of November 29, 2011, incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 23, 2012.
Exhibit 10.24	Stock Option Agreement, by and between 2238646 Ontario Inc. and Emlyn David, dated as of April 25, 2012, incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 19, 2012.
Exhibit 10.25	Employment Agreement, by and between the Company and Murray Simser, dated as of May 14, 2012, incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 19, 2012.
Exhibit 10.26	Stock Option Agreement, by and between 2238646 Ontario Inc. and Murray Simser, dated as of May 14, 2012, incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 19, 2012.
Exhibit 10.27	Arrangement Agreement, by and between the Company, Quantitative Alpha Trading Inc. and 2338584 Ontario Inc., dated as of August 20, 2012 incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 19, 2012.
Exhibit 10.28	Corporate Development Agreement, by and between the Company and 2238646 Ontario Inc., dated as of November 1, 2012, incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 22, 2013.
Exhibit 10.29	Consulting Agreement dated by and between Epcylon Technologies Inc. and CFO Advantage Inc. dated February 1, 2014, incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 14, 2014.
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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.

	EPCYLON TECHNOLOGIES, INC.
Date: October 13, 2014	By:	/s/ Peter George
		Name:	Peter George
		Title:	Chief Executive Officer and
			Director
			(Principal Executive Officer)
Date: October 13, 2014	By:	/s/ Kyle Appleby
		Name:	Kyle Appleby
		Title:	Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer

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