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 November 30, 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)

34 King Street E, Suite 1010
Toronto, Ontario
Canada M5C 2X8
(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[   ]

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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.

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:

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EPCYLON TECHNOLOGIES INC.

Form 10-Q

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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.

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

5

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

6

Epcylon Technologies Inc. (formerly Mobile Integrated Systems Inc.)
Consolidated Cash flow statement
For the six months ended November 30, 2014
(unaudited)

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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)
NOVEMBER 30, 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 and six months ended November 30, 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 platforms. The Company has not earned any material revenue from operations, other than a onetime payment for a mobile application in a 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.

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.

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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

NOTE 4– SECURITIES SOLD NOT YET PURCHASED

Marketable securities owned and on margin consisting of equity securities owned by the Company. As at November 30, 2014 securities at market value were as follows:

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

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NOTE 5 – NOTES PAYABLE –RELATED PARTY

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.

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 $18,639 and $12,465 for the related party loan referred to above for the three months ended August 31, 2014 and 2013, respectively.

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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.

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.

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NOTE 6 – STOCKHOLDERS’ DEFICIENCY – continued

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.

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

Series B Preferred Stock

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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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.

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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.

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").

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.

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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.

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.

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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.

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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.

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 and six months ended November 30, 2014 as compared to the results of operations for the three and six months ended November 30, 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.

Six Month Period Ended November 30, 2014 Compared to the Six Month Period Ended November 30, 2013

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Our net loss for the six month period ended November 30, 2014 was $432,712 compared to a net loss of $385,139 for the six month period ended November 30, 2013. We generated revenue from our Stealth trading platform in the amount of $7,276 compared to $1,477 for the six months ended November 30, 2013.

During the six months ended November 30, 2014 we incurred operating expenses of $303,660 compared to $364,398 incurred during the six months ended November 30, 2013. The reduction of operating expenses was primarily due to the decrease in consulting fees. Consulting fees decreased by $62,000 compared to the six months ended November 30, 2013. The main reason for the higher expense in 2013 was that during 2013, consulting fees included a monthly expense of $9,833 for corporate development and strategic planning. This expense concluded October 2013.

We also had a net interest expense on related party loans of $17,652 (2013 - $6,718), realized trading gains of $180,413 (2013 – $nil), and unrealized loss on securities sold short of $291,445 (2013 – $nil), and a foreign exchange loss of $7,644 (2013 – $nil).

General and administrative expenses reduced as management made an effort to reduce expenditures where possible to conserve cash while focusing its efforts on executing its business plan. These expenses consisted of payroll, consultants, legal, rent, office expenses, transfer agent, filing fees and travel.

Our net loss and loss per share during the six month period ended November, 2014 was $432,712 or $0.00 per share compared to a net loss and loss per share of $385,139 or $0.00 per share during the six month period ended November 30, 2013. The weighted average number of shares outstanding was 168,476,221 for the six months ended November 30, 2014 and 164,338,337 for the six months ended November 30, 2013.

Three Month Period Ended November 30, 2014 Compared to the Three Month Period Ended November 30, 2013

Our net loss for the three month period ended November 30, 2014 was $263,414 compared to a net loss of $96,823 during the three month period ended November 30, 2013. We generated revenue from our Stealth trading platform in the amount of $4,443 compared to $1,114 for the three months ended November 30, 2013.

During the three months ended November 30, 2014 we incurred operating expenses of $170,247 compared to $79,081 incurred during the three months ended November 30, 2013. The increase in operating expenses during the quarter was due to an increase in payroll, systems development, and legal. The Company had more funds available in the current quarter to help advance its business plan, and required additional staff and systems developers. Legal increased as the company incurred expenses related to listing on an additional stock exchange and required the support of its legal advisors.

We also had a net interest expense on related party loans of $11,612 (2013 - $3,356), realized trading gains of $232,782 (2013 – $nil), and unrealized loss on securities sold short of $311,163 (2013 – $nil), and a foreign exchange loss of $7,644 (2013 – $nil).

General and administrative consisted of payroll, consultants, legal, rent, office expenses, transfer agent, filing fees and travel.

Our net loss and loss per share during the three month period ended November, 2014 was $263,441 or $0.00 per share compared to a net loss and loss per share of $96,823 or $0.00 per share during the three month period ended November 30, 2013. The weighted average number of shares outstanding was 168,476,221 for the three months ended November 30, 2014 and 164,338,337 for the three months ended November 30, 2013.

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LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2014 our current assets were $3,320,613 and our current liabilities were $1,843,081, which resulted in a working capital of $1,477,532. As of November 30, 2014, current assets were comprised of: (i) $3,300,499 in cash; (ii) $17,114 in local tax receivable; and (iii) $3,000 in prepaid expense. As of November 30, 2014, current liabilities were comprised of: (i) $54,920 in accounts payable and accrued expenses (ii) $769,522 of marketable securities sold short and (iii) $1,018,639 of notes payable to a related party.

As of November 30, 2014, our long term assets were $34,927 comprised entirely of equipment and leasehold improvements. The increase in total assets during was primarily due to the cash proceeds from the notes payable to a related party.

As of November 30, 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, and the increase in the liability for marketable securities sold short.

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 six months ended November 30, 2014, net cash flows used in operating activities was $320,401 compared to $387,439 used during the six months ended November 30, 2013.

Cash Flows from Investing Activities

For the six months ended November 30, 2014, cash flows from investing activities comprised of proceeds on the sale of securities $33,542,359, the purchase of securities in the amount of $33,282,854 and the cost of equipment and leasehold improvements of $36,445. There were no cash flows from investing activities for the six months ended November 30, 2013.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the six months ended November 30, 2014 net cash flows provided from financing activities was $953,875 consisting proceeds from related party loans. During the six months ended November 30, 2013, 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 $157,188.

As of November 30, 2014, we had cash of $3,300,499. This represented an increase from May 31, 2014, at which time we had cash in the amount of $2,475,413. We also own leasehold improvements and equipment with a book value of $34,927 which consists of computer equipment, office furniture and equipment and leasehold improvements. As at November 30, 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.

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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.

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 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").

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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.

Subsequent to the end of the quarter, the Company entered in to a 5 year lease for office space. The lease has minimum annual payments of $32,325 for year one, $34,480 for year two, and $36,635 for year’s three to five.

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

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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:

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 November 30, 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.

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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 November 30, 2014 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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 November 30, 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.

ITEM 4. MINE SATEFY DISCLOSURES

No report required.

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ITEM 5. OTHER INFORMATION

Effective on January 12, 2015, our Board of Directors accepted the resignation of Loris Macor as a member of the Board of Directors. Mr. Macor has 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, our Board of Directors consists of the following members: Peter George, Cato Kemmler, Doug Mackay and Todd Halpern.

ITEM 6. EXHIBITS

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

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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.

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