Epcylon Technologies, Inc. - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - Epcylon Technologies, Inc.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - Epcylon Technologies, Inc.	exhibit31-1.htm
EX-31.2 - EXHIBIT 31.2 - Epcylon Technologies, Inc.	exhibit31-2.htm
EX-32.2 - EXHIBIT 32.2 - Epcylon Technologies, Inc.	exhibit32-2.htm
EX-32.1 - EXHIBIT 32.1 - Epcylon Technologies, Inc.	exhibit32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

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

For the fiscal year ended: May 31, 2014

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

For the transition period from _________to _________

Commission File Number: 000-53770

EPCYLON TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)

Nevada	27-0156048
(State of other jurisdiction of	(IRS Employer Identification
incorporation or organization)	Number)

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes [ ] No [X]

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [ ]	Accelerated Filer [ ]
Non-Accelerated Filer [ ]	Smaller Reporting Company [X]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal year: $16,847,622 at November 30, 2013.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The Issuer had 168,476,221 shares issued at August 30, 2014.

TABLE OF CONTENTS

ITEM 1: BUSINESS	5

ITEM 1A: RISK FACTORS	18

ITEM 1B: UNRESOLVED STAFF COMMENTS	32

ITEM 2: PROPERTIES	32

ITEM 3: LEGAL PROCEEDINGS	32

ITEM 4: MINE SAFETY DISCLOSURES	32

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	33

ITEM 6: SELECTED FINANCIAL DATA	36

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	45

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	46

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	63

ITEM 9A: CONTROLS AND PROCEDURES	63

ITEM 9B: OTHER INFORMATION	64

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	65

ITEM 11: EXECUTIVE COMPENSATION	71

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	73

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	74

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES	75

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	76

SIGNATURES	79

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Report may be “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Report, including the risks described under “Risk Factors,” “Management’s Discussion and Analysis” and “Our Business.”

There are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors, include, without limitation, the following: our ability to develop our technology platform and our products; our ability to protect our intellectual property; the risk that we will not be able to develop our technology platform and products in the current projected timeframe; the risk that our products will not achieve performance standards in tests; the risk that the testing process will take longer than projected; the risk that our products will not receive regulatory approval; the risk that the regulatory review process will take longer than projected; the risk that we will not be unsuccessful in implementing our strategic, operating and personnel initiatives; the risk that we will not be able to commercialize our products; any of which could impact sales, costs and expenses and/or planned strategies. Additional information regarding factors that could cause results to differ can be found in this Report and in our other filings with the Securities and Exchange Commission.

The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act. Unless otherwise provided in this Report, references to the “Company,” “Epcylon,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Epcylon Technologies Inc.

PART I

ITEM 1: BUSINESS

Introduction

Epcylon Technologies, Inc., formerly known as Mobile Integrated Systems, Inc., is 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, we develop software and interactive games for use by charitable organizations and government regulated lotteries.

Our technologies are at various levels of development. To date, we have minimal revenues. It is anticipated that each of our lines of business will generate revenue through software licensing arrangements.

Corporate Development and business summary

We were incorporated in the State of Nevada on April 22, 2009, our subsidiary Mobilotto was incorporated in the province of Ontario in September 2008, our subsidiary Delite Americas Inc. was incorporated in Ontario, Canada on July 8, 2013, and our subsidiary Omega Smartbuild Americas Inc. was incorporated in Ontario, Canada on July 8, 2013. 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).

Amendment to Articles of Incorporation

Effective as of August 5, 2013, our Articles of Incorporation were amended as follows:

1.	Article 1 of our Articles of Incorporation was amended to read: “Name of Corporation: Epcylon Technologies Inc.” We changed our name as part of an effort to re-brand ourselves.

Effective as of April 3, 2014, our Articles of Incorporation were amended as follows:

1.	Article 3 of the Articles of Incorporation was amended by to creating and authorizing 15,000,000 shares of blank check preferred stock, par value $0.001, in connection with our proposed restructure. See "Item 5.

Stealth Products - Quantitative Alpha Trading, Inc.

On August 21, 2012, we and Quantitative Alpha Trading, Inc. (“QAT”) announced the execution of an arrangement agreement dated August 20, 2012 (the “Arrangement Agreement”), providing that we would acquire all of the outstanding common shares of QAT on the basis of 0.2222 of a share of our common stock in exchange for each outstanding share of QAT. The parties also announced the execution of a perpetual worldwide licensing and commercialization agreement to develop and market all of QAT’s products. We later agreed with QAT to extend the outside closing date of our acquisition of QAT to June 30, 2013. This extended period was intended to allow us and QAT time to focus our respective combined resources on the continued integration of the businesses and the further development and commercialization of QAT's software.

On August 20, 2012, we entered into a bridge loan agreement with QAT to ensure that QAT had sufficient funds to commercialize all of their products. We provided a non-revolving term credit facility in a maximum aggregate principal amount not to exceed CDN $800,000. The bridge loan carried an annual interest rate of 12% and was secured by first fixed and specific mortgage on the QAT assets.

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

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.

Our Stealth branded products have 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.

During the prior year, Stealth became a member of the Bloomberg Application Portal, a participant in the Interactive Brokers marketplace and signed a distribution agreement with PCQuote Canada.

The inclusion of the Stealth Platform in the Bloomberg Application Portal presents us with the opportunity to sell our products to our target audience. The Bloomberg Application Portal is a relatively new function on the Bloomberg Terminal created to deliver highly vetted and secure 3rd party applications. These applications cover the entire workflow of a firm’s users from technical charting to portfolio management and are available only to Bloomberg Terminal customers. The applications offered within the Application Portal are completely integrated with Bloomberg Professional data and functions. In addition, each application launches directly from the Bloomberg Terminal and runs very similarly to a Bloomberg Launch pad component.

Bloomberg, the global business and financial information and news leader, gives influential decision makers a critical edge by connecting them to a dynamic network of information, people and ideas. Our strength – delivering data, news and analytics through innovative technology (including through the Stealth Platform), quickly and accurately- is at the core of the Bloomberg Professional service, which provides real time financial information to more than 310,000 subscribers globally. Bloomberg’s enterprise solutions build on our core strength, leveraging technology to allow customers to access, integrate, distribute and manage data and information across organizations more efficiently and effectively.

Stealth is a member of The Marketplace@IB, a self-service community that brings together third parties who have products and services to offer with Interactive Brokers (IB) customers and traders who are looking to fill a specific need. IB is a low cost provider of trade execution and clearing services for individuals, advisors, proprietary trading groups, brokers and hedge funds. IB’s premier technology provides direct access to stocks, options, futures, forex, bonds and funds on over 100 markets worldwide from a single IB Universal account.

Interactive Brokers (IB) is a low cost provider of trade execution and clearing services for individuals, advisors, prop trading groups, brokers and hedge funds. IB’s premier technology provides direct access to stocks, options, futures, forex, bonds and funds on over 100 markets worldwide from a single IB Universal account.

Our three 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.

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, the Company focuses on social good and its 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 key element of the solution is the player Launch Pad which allows convenient, exciting, secure and private play of the broadest range of games. The player also gets tools to track their playing activity and to help them play responsibly.

Technologies developed and owned by the MOBI division include GameCore and GeoLoc. While GameCore is the collection of MOBI Interactive intellectual property for crafting and delivering solutions to make high-transaction, real-time and often analytical enriched applications available on mobile devices, GeoLoc ensures jurisdictional play and helps with target marketing and nearest retailer referral. It detects the location of a user even if their phone has no GPS capability.

An important aspect is also security in technology. In order to meet customer requirements, MOBI Interactive deploys sophisticated security methods in their network, server, and client software components using advanced firewall and intrusion prevention systems, industry certified encryption techniques, as well as a thorough personnel screening and oversight programs.

In order to support responsible gaming MOBI Interactive solutions provide various functions, including legal age verification and validation including a credit check during the registration process, jurisdiction confirmation via the geo-locater that employs both cell tower positioning and GPS data, combined with customer registration data to confirm the customer’s location during time of purchase, as well as customer-spend limits.

Our unique features allow operators to design and launch game modifications and new games with just a few clicks. The GameCore technology includes analytically-enriched opt-in messaging and the capability to communicate with and cross-sell players. Messages and ads include convenient hot keys to support common functions – such as purchase ticket, learn more, donate and close.

Player actions are tracked and analyzed to ensure effective marketing. GameCore is a complete platform for mobile play of lottery, sports products, and scratch cards. GameCore also features location verification to ensure a player is in jurisdiction, which is a necessity for many regulated lottery operators.

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.

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

Marketing Plan

Our marketing plan is a combination of branding, communication, presentations, and meetings with potential customers, public messaging, and partnership initiatives with other corporate entities. Specifically, our plan calls for:

1.	Face to face sales to potential corporate customers.

2.	Internet sales through search engine optimization (SEO), banner ads and press work.

3.	Implement a demand generation engine that will provide the technical infrastructure to sell our software direct to users on our website.

4.	Through a variety of social media, email, Broker partners, and media campaigns, we will drive traffic to weekly webinars in our live trade room and multiple trading community sites promoting the Stealth Analytics and our other products and services.

Competitive Advantages and Disadvantages

Competitive Advantages – Stealth

	•	Stealth Analytics is positioning to gain market share within the financial education and on line trading industry due to its technology and auction logic foundation that varies from indicator based systems currently offered by our competitors.

	•	With the focus on real time volume at price and proprietary psychological mathematical algorithms which give traders a definitive edge with confidence, we quickly attract the early adopters and active traders/investors in search of superior trading signals/ software.

	•	We believe that our software offers the first real opportunity for the true gamification of the trading industry. We will harness the early adopters that are attracted to our software due to its success rate, and build out a strong support system that is not just focused on education, but on the actual routines and processes that are necessary for traders to succeed as on-line trader.

	•	Our training and education will not be reiterations of the same principles and concepts that are regurgitated in various forms by our competitors. We are developing new concepts and practices not seen currently within the financial market place.

Competitive Advantages - MOBI

1.	Our mobile technologies function as an application which facilitates the following:

	•	Controlled end-user experience interactive graphical user interface (GUI), matched to phone capabilities;

	•	Includes secure interface standards;

	•	Enhanced eCommerce capabilities; and

	•	Low cost per message.

2.	Our product has the ability to identify the geographical location of players. This patent-pending process limits out of region play for purposes of controlling compliance with jurisdictional legal requirements.

3.	Our application has been tested on a number of different phone types:

	•	A development plan is underway to cover most of the popular smart model cellular telephones;

	•	Current development is underway to enable Windows Mobile platforms; and

	•	Non-smart phones using conventional technologies have development potential.

4.	Our application has been built to integrate with existing on-line offerings without duplicating processes or databases to create an efficient, seamless mobile and on-line gaming experience.

5.	We believe that Phase 2 gaming (including pro-line, sports select, and multiplayer games) could be developed and accommodated on our system.

6.	Our product provides the lottery operator with a non-intrusive, 2-way communication capability which includes screen pop-ups, device start-up screen, and survey capability, as well as enhanced personalized marketing opportunities.

7.	We provide full screen notification of lottery results.

8.	Our application icon resides on the mobile device and application upgrades are automatic.

9.	Our working demonstration models are developed and are currently operable for assessment by lottery operators.

Player Experience Advantages:

10.	Our product requires few key strokes (as the process is menu driven), which provides for simple and easy play.

11.	All functionality and processes can be built onto the mobile device (full mobile solution for player registration, PIN access, lottery purchase, settlement, winning ticket notification, and customer communication).

12.	Our application has design and play concepts based on replicating, emulating and interfacing with existing web-based lottery operator offerings for consistency of the lottery experience using a mobile device.

The Competitive Risks Associated with Our Technology And Business

	•	We are a development stage company, with limited resources to continue to develop our business;

	•	We have only developed the software for lottery game selection, lottery number picking and lottery number authorization components of our system;

	•	Our system still requires the software development of the player registration, financial settlement and player messaging components;

	•	We will be dependent on third-party software development companies to develop the remaining components for our full feature system;

	•	There is no assurance that our products will operate in the manner for which it is intended;

	•	The cost of development and realization of the additional components to our software applications may be greater than we anticipate;

	•	There is no assurance that our mobile lottery software will be certified for use by the Gaming Standards Association or lottery operators;

	•	There is no assurance that we will be able to market and sell our software applications;

	•	There is no assurance that our mobile lottery software will be acceptable to lottery operators; and

	•	Larger suppliers in the industries that we operate who have more resources than we do could decide to enter the businesses and compete more effectively for market share.

We expect to compete in the global market on the basis of being able to provide a full feature mobile lottery application that we have designed to include the following components: secure player registration and authorization, number selection, settlement, winning number notification and direct-to-customer messaging capability for enhanced marketing opportunities. There are some competitors who are currently offering and developing mobile lottery applications, however, we are not aware of any who are offering solutions with the same full feature characteristics as our product. We are not yet in a competitive position in the global market because we have not completed the development of all components of our full featured mobile lottery software application. We expect to complete our full featured mobile lottery software application within approximately nine months from instructing our software development partner to commence work. We anticipate that lottery operators will make their selection of vendors and service providers on the basis of considerations involving security, product performance, ease of use by the lottery operator and by end-users, as well as ongoing service support for the lottery operator and end-users. Upon completion of our full feature mobile lottery application, we believe that we will be able to compete globally in a manner which will be competitively attractive to lottery operators, however, the need for continuing development of our software application and the plans for commercial sale of our product are subject to many uncertainties that present material risks to investors.

Industry Overview

Stealth - Trading Industry Overview

The online trading market comprises of investors with a wide range of trading activities, demographic profiles, and risk tolerances. We can define investors in the following three categories:

Traditional investors. Long-term investors with sporadic trading activity (<3 trades per month). This defines the largest proportion of self-directed investors.
Active investors. Investors trading between 3 and 10 trades per month. Active investors tend to use a wider range of tools as compared to traditional investors.
Active traders. Investors trading over 10 trades per month. This group of investors tends to be more directed and is less interested in advice. Occasionally, firms will define a fourth segment for those trade hundreds of times per month. These “hyperactive traders” tend to consist of individuals who trade a living or may trade on family accounts.

Over the past several years, the number of trading platforms has expanded, leading to a fragmented market. Since 2010, a number of firms targeting the active investors and active traders have emerged. There are now a number of firms focused specifically on options, futures, and equities trading, including eOption, OptionsHouse, OptionsXpress (now owned by Schwab), and TradeMonster. Additionally, a number of bank brokers, insurance groups, mutual fund providers, and private wealth managers have enhanced their online trading capabilities to supplement their other wealth management services. These firms use their online trading capabilities to target their existing customer base and try to capture assets previously held at stand-alone discount brokers via cross-selling into different accounts. These online services are also aimed at banking customers with too \few assets to hold advisory-based accounts. The goal is to capture these customers early, allow their wealth to grow, and then cross-sell into fee-based accounts once they have more wealth.

The online trading industry can be further broken down into to 2 main categories.

	1.	Online Brokerage companies with execution capabilities.
	2.	Online trading education companies with charting/indicator based software without execution capabilities.

The first category of online brokerage companies with trade execution capabilities main revenue is derived from commissions and fees from trade execution. The second category of trading education companies with charting/indicator software derive their revenue from trading courses/service and/or monthly software as a service subscription models.

Relevant Market Size

The industry estimates that the US self-directed investment market reached just over 40 million investors in 2012. The number of self-directed accounts continues to increase, despite challenging market conditions for retail investors. Over the past year, the market has grown at a moderate pace of 5%. Traditional investors make up the bulk of the self-directed population (52%), although this population continues to rebalance towards active investors and active traders.

Traditional investor growth of 3% in 2012 represents a modest rate as compared to active investors and active traders. The active trader segment continues to witness the most aggressive growth rates of 14% and 12% over the last two years. However, this market remains a small segment of the total self-directed population, comprising only 6%. The active investor market has demonstrated growth rates of 7% and 6%, respectively, over the past two years. By end 2012, the active investor market reached nearly 17 million investors, making up 42% of the self-directed market. Both active investors and active traders present a significant opportunity for firms, with aggressive growth rates as compared to the traditional investors.

Overall the US self-directed market represents a fraction of the global market share of investors with retail investment holdings in the trillions. The fact that the industry worldwide is so fragmented is that the industry itself is so large with continued annual exponential growth.

The research is clear. The number of self-directed accounts continues to increase, despite challenging market conditions for retail investors. Investors want greater control over their investments and as a result, a self-directed channel is no longer an option for firms hoping to attract new clients or retain existing ones.

The convergence of services and products within the online trading market have changed the way investors view banking and investments. Investors have become much more active with their investment portfolio. This has implications for the industry as a whole; there is a predominant shift from traditional advisor-based firms, to online brokerages and banking institutions. How do you differentiate an online trading firm? Our research indicates a core driver within the convergence remains a focus on client retention and customer experience.

A few key statistics for reference:

The US self-directed market reached over 40 million investors in 2012 and the active investor market alone is now made up of nearly 17 million individuals (42%), growing at a rate of 7% and 6% over the last two years, respectively. Active traders witnessed the most significant progress with 15% and 12% growth.
Among online brokers, mobile trades via mobile apps have more than doubled since the beginning of 2011, and have grown 50-70% from year-end 2011 to year-end 2012.
The online brokerage channel became an important business segment for full service brokers and bank- brokers who are integrating online brokerage platform to match business’ strategy and enhance their offering by providing unique branding and trading experience that differentiate themselves from the competition

Competitive analysis

Over the past several years, retail investors have demanded an increasingly diverse set of products to trade with. Equities, mutual funds, ETFs, and fixed income products are common, trading options products has also become increasingly common.

For example, a number of online brokerage firms have entered the FX market so as to compete with the traditional FX online brokers. Active trader firms such as TradeStation, Lightspeed, and Interactive Brokers have allowed customers to trade currencies alongside other products from a single account. In order to gain traction in the FX market, TradeStation purchased IBFX in November 2011. Increasingly, firms with predominantly traditional and active investor clients, but who are looking to gain greater traction in the active trader market, are offering FX as well. For example, Fidelity, E*Trade, and TradeKing now offer currency trades to their customers. In addition, Schwab has introduced its Global Trading Account where investors can trade stocks on foreign markets in their local currencies. The account also provides real-time quotes during foreign market hours.

As has been noted, many of the larger brokers with considerable size, scale, and a branch presence are expanding their product selection to offer fee-based products such as model portfolios and managed accounts. Firms offering these products are taking advantage of technology to offer a “hybrid” version of service and advice. To complement these products, firms are offering a greater number of tools around portfolio analysis and retirement planning, among others.

The following is an overview of Stealth Analytics competitors. There is a vast array of companies that service this industry with new companies entering the space continually. They are essentially broken down into two main categories, although both generally will offer a cross section of products and services. Basically they can be separated by those with executions platforms and those with software/services/education without execution platforms.

Below is a comparison chart of products and services of the top competitors within the industry as rated by users at www.TopTenReviews.com . Due to the vast number of competitors within the industry, we feel that this list constitutes the largest competitors.

Competitors:

Intellectual Property

We have Intellectual Property that gives us an advantage over our competitors. Our IP includes real time psychological mathematical algorithms that measure market participant’s sentiment, perception, and commitment on the electronic order book.

Research and product development

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 13 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.

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.

Stealth Development and History:

1992 - 1993 Concept of the sentiment tracking has been developed. This ground-breaking discovery has forever changed the way the markets are analyzed. In addition to Technical and Fundamental analysis the third, equally important type of market analysis has been established - Sentiment Analysis.
1993-1994 The 3-D graph of the trader’s sentiment was designed and tested in real market conditions. This analysis tool has been tested on the currency trading floor of the Royal Bank and exhibited high level of accuracy. The floor traders called it the “night goggle” as the Sentiment Indicator allowed them to see the market moves that the traders have not been able to see before.
1994 - 1995 Formulas for Bid/Ask, Thrust and Head-Room gauges was developed. These three essential indicators allowed looking at dynamic characteristics of the sentiment development from a totally different angle enhancing the dynamic picture of the Sentiment Analysis.
1995-1996 The first real-time market navigator was built and implemented for trading. It could only analyze one stock at the time; however, it was the first complete system for the real time sentiment analysis combined with the ability of on-line execution and position tracking
1996 - 1999 The system for simultaneous trading of up to 10 stocks was designed and tested in trading of NASDAQ stocks. This milestone development paved the way for all the systems that Market Guidance Systems, Inc. develops today. Its innovative design, cockpit like interface and all its real time gauges were extremely accurate and reliable. This system has been tested by over 100 professional traders and earned the reputation of a 'spitfire' due to its active style of trading
1999-2000 The software for connecting the RTN system to a direct access trading platform has was conceded, designed and built. The first application interface has enabled traders to place their order directly to the markets via variety of brokers. This feature has dramatically enhanced the efficiency of RTN and opened the door for the very high order execution reliability.
2000 - 2001 Trading Zone, Commitment Gauge, Wizard, Scanner, Multiple Time Frame Sentiment Gauges was developed. This product has market a completely new class of RTN products equipped with all necessary support systems pulling together all the information needed for a comprehensive market analysis including Technical, Fundamental and Sentiment gauges. The visual interface theme has been changed to better much the style suitable for institutional trading.
2001 - 2002 A proprietary Direct Access execution platform was developed and connected to RTN via one integrated screen. The partnership with Interactive Brokers - one of the pioneers of universal high-speed electronic trading platforms enabled the development of a high level order management system that became a standard for all latest versions of RTN.
2002-2003 RTN with Autopilot and Variance Gauge was designed and deployed in real trading. Market Guidance Systems, Inc. has been formed. With more developers on staff and significantly increase amount of research equipment it became possible to design and build an artificial intelligence driven robotic system that took away 90% of routine operation performed by traders. The efficiency of the system has been significantly increased and trading of company's funds has begun. The returns produced by the new system led the way to further development and established the basis for undisputable credibility of the RTN system
2003-2004 The version of RTN utilizing combined stocks and option trading facility has been developed and implemented. This next milestone in our history came as a result of our unprecedented discovery of the revolutionary trading strategy never explored by anybody else. This strategy implements elaborated multi- option constructions in combination with the underlying security to achieve a very high level of immunity to ever changing market conditions.

2004-2005 The first multi-screen (24 screens) RTN trading platform was built and deployed for trading.
2005-2007 A in-house trading floor with over 150 screens and 6 servers has been built and deployed for trading. This system has a capacity of up to $2 billion. Master controller with remote access and redundant trading systems located in New Jersey and Toronto have been built and released for trading. Seven different robotic systems enhancing the RTN performance have been designed and implemented. Automatic alert and accounting systems were implemented as well.
2007 - 2008 RTN Stealth was built. This product featured an optimized interface and did not include a robotic trading algorithm. An improved historical market simulator was included that featured an improved trade simulation algorithm and significantly smaller data files (via a proprietary market data compression algorithm). Historical data files could be downloaded from remote servers and installed directly from within the program.
2008 - 2009 SPYder was launched. SPYder was the second internal automated trading system developed, employing innovations coming from the RTN Stealth system. It is the first system designed by the company that uses a full risk regulator, allowing for entry of long or short positions, or of both sides at a time. Several unique automated trading algorithms were employed by the system. Supporting this program was a distributed system of automated back-testers that ran simulations with a variety of different algorithmic variables. This system allowed for the optimization of the automated trading algorithms included in SPYder by using a broad spectrum of Monte-Carlo runs. Back-testing simulation included the simulation of individual fills according to bid/ask and last data as well as slippage for market orders and trading commissions paid. The primary indicator calculations were highly optimized for this system to allow for the maximum number of simulations to run with the computing resources available. A master system controlled the parameters of each run and analyzed the results for current use by SPYder and future optimization runs.
2012 - Market Sentiment Navigator was released. MSNav is a mobile application designed to display proprietary stock and securities analysis to help investors choose the best time at which to make a trade. This system allows registered users to save and maintain a portfolio of up to 15 securities from a list of the top 200+ most liquid securities on the NASDAQ, New York Stock Exchange, ETFs, and currency pairs.

Lottery Industry Overview

Lotteries are generally regulated and licensed by governmental authorities in over 200 jurisdictions globally. Currently, most U.S. states and four Canadian regions operate lotteries. In 2009, lottery and instant game revenues approximated $60 Billion in North America. According to LaFleurs 2010 World Lottery Almanac, global lottery, instant and other game revenues approximated $240 billion.

Although many different types of lottery games exist worldwide, they may generally be categorized into two main groups: instant ticket and traditional draw type lotteries. An instant ticket game is usually played by removing a coating from a pre-printed ticket to determine whether the ticket is a winner. With draw type lottery games, such as the Canadian Lotto6/49, winning is based on a purchaser matching numbers with those randomly selected by the lottery operator. Outside of North America, various types of sports betting are also popular. All of these game types can be simulated on mobile devices.

Lottery Operational Overview

Our technology can provide location-aware gaming solutions for government-sponsored lotteries and privately operated lotteries. Our solutions include mobile integration with existing online lottery systems, turnkey mobile gaming systems, custom developed traditional and interactive games, as well as ongoing support, maintenance, and management for each of our solutions.

Our lottery application utilizes proprietary technology to locate, authorize, or restrict game play based on the lottery license holder’s authorized jurisdiction. When an authorized player leaves the authorized jurisdiction for a game, new game play and additional game features may be disabled.

Lottery Contract Procurement

Government authorized lotteries in the U.S. and Canada typically operates under local government mandated public procurement regulations. Lotteries generally select suppliers by issuing a request for proposal, or RFP, which outlines contractual obligations as well as products and services to be delivered. An evaluation committee frequently comprised of key lottery staff evaluates responses based on various criteria. These criteria usually include quality of product and/or technical solutions, security plan and features, experience in the industry, quality of personnel and services to be delivered, and price. We believe that our product functionality, game content, the quality of our personnel, our technical expertise and our demonstrated ability to help the lotteries increase their revenues may provide us with advantages relative to the competition when responding to government lottery RFP's. However, some lotteries still award the contract to the qualified vendor offering the lowest price, regardless of factors other than price. Contract awards by lottery authorities are sometimes challenged by unsuccessful competitors, which can result in protracted legal proceedings. Internationally, lottery authorities do not always utilize such a formal bidding process, but rather negotiate with one or more potential vendors.

Most lottery contracts typically have an initial term of three to five years and frequently include multiple renewal options, which may be exercised for additional periods ranging from one to five years. The length of these lottery contracts, together with their renewal options, limits the number of lottery contracts available for bidding in any given year.

Research and Product Development

Our wholly-owned subsidiary, Mobilotto, has developed a ready to deploy SMS system. Working models of our application version are ready to demonstrate operation of various lottery games through commercially available mobile phones currently including IOS and RIM.

We believe our ability to attract new lottery customers and retain existing customers will depend in part on our ability to continue to incorporate technological advances into, and to improve our products, systems and communication abilities with lottery purchaser end-users of our systems. We intend to maintain a development program focusing on systems development as well as improvement and refinement of our present products as well as the expansion of uses and applications.

We intend to invest in new gaming technologies and new game delivery methods. We will endeavor to continually improve our existing application as well as research, innovate, and implement new solutions. Through continual development, we believe that we can attract new players for our customers and grow our company by attracting new lottery operators and potential partners to our company and our technologies.

Intellectual Property

We hold U.S. Provisional Patent 61/106,988 which has established our international priority date as of October 21, 2008. We are proceeding with the filing of the patent. Certain technology material to our lottery application products, processes and systems are the subject of patent applications currently pending, in the U.S. and certain other countries. In our business for instance, we intend to utilize our patent-pending technology for the jurisdictional validation and distribution of lottery tickets.

In July 2010, we received confirmation that our wave design logo as well as the phrase “THE FUTURE OF LOTTERY IS IN YOUR HAND” has been allowed by the Canadian Trade-marks Office. We previously applied for a U.S. Trademark from the United States Patent and Trademark Office (the “USPTO”). This application was not granted. We intend to re-apply for such U.S. Trademark as soon as reasonably possible. Trademark protection continues in some countries, including the U.S., for as long as the mark is used and in other countries for as long as it is registered. Registrations generally are for fixed, but renewable, terms.

Should we become aware of any potential infringement of our intellectual property or trade names by competitors and other third parties, we will consider what action, if any, to take in that regard, including, where appropriate, litigation.

Production Processes, Sources and Availability of Components

Our mobile application process is specifically designed to produce secure lottery game tickets for government sanctioned lotteries and promotional games, and to specifically ensure the jurisdiction of play and rules regarding play are complied with, along with meeting social responsibility mandates. Our application is designed for efficient, timely, mobile and secure production of game tickets and storage of game tickets and notification of winning ticket results. Games are delivered consistent with and ready for play with the lottery authority within the jurisdiction of play.

Competition: Mobile Lottery Products

Our lottery gaming business competes with a variety of suppliers from various international markets. There are numerous short message service (SMS) mobile lottery companies that have emerged globally over the past few years. Due to heavy regulation in Europe and North America the majority of these companies have set their sights on less regulated emerging markets. These markets are of significant interest to mobile lottery and gaming vendors due to their high population density and the relatively low access to online internet services and traditional convenience store lottery retailers.

Principal direct competitors exist in such emerging markets as India, Mexico, China and Europe where lottery vendors provide access to national lotteries and sports betting through mobile SMS messaging capabilities. To date the percentage of individuals who use the mobile device sales channel for lottery has remained low. The need to purchase prepaid cards from retailers and incompatible handsets still remain a challenge for these vendors. Furthermore, these have an apparent inherent weakness as they lack security and do not identify the user’s location.

Additional competition exists within European markets as lottery regulation continues to evolve. The market for mobile lottery is in its infancy as vendors address both security and regulatory restrictions; however sports betting over mobile devices is common in many European countries.

We have engineered our mobile lottery application with both location-based technology and superior cryptology which allows us to meet stringent government regulations.

The existing lottery terminal manufacturers, with GTech, Scientific Games, Intralot, Wincor, and Sagam Securite being the largest, have not publicly announced plans to develop mobile gaming solutions, but could develop a mobile offering. In addition, lottery operators could contract with software development and / or mobile software development firms to satisfy their mobile needs.

Employees

We currently have three full-time employees, two full-time contractors and one part-time contractor. We expect to hire additional full time employees as necessities dictate. We have engaged additional consultants for accounting, legal, and other part-time and occasional services.

ITEM 1A. RISK FACTORS

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

Risks Related To Our Operations And Financial Condition

We are a development stage company and we may never generate revenues which could cause our business to fail.

We are a development stage company and we have not generated any material revenues as of the date of this Report. From the inception of our activities on September 16, 2008 through the fiscal year ended May 31, 2014, the Company has incurred losses of $6,419,061. We expect to operate with net losses within the current fiscal year-ending May 31, 2014 or longer. We cannot predict the extent of these future net losses, or when we may attain profitability, if at all. If we are unable to generate significant revenue or attain profitability, we will not be able to sustain operations and will have to curtail significantly or cease operations.

We are a development stage company with significant capital resources deficiencies and we may not be able to raise adequate capital which could materially and adversely affect our ability to conduct business.

As a development stage company, we have a capital deficiency and limited operating resources. From inception through May 31, 2014, the Company raised $5,107,478 in initial funding and private placements of restricted common stock. The money raised in the initial funding and our private placements will not be sufficient to meet our projected cash flow deficits from operations and will not be sufficient to fund the continuation of the development of our technology and products. The Company will need to raise additional capital as needed to operate as planned. Even if we are able to obtain third party financing, the terms and condition of financing could have a material adverse affect on our business, results of operations, liquidity and financial condition. Any investment in our shares is subject to the significant risk that we will not be able to adequately capitalize our Company to enable us to continue to develop and implement our business model. Even if we are able to raise adequate capital, the cost of such capital may be burdensome and may materially impair our ability to fully implement our business plan.

The administrative costs of public company regulatory compliance could become burdensome and consume a significant amount of our cash resources which could materially and adversely affect our business.

We will incur significant costs and expenses in connection with assuring compliance with all laws, rules and regulations applicable to us as a public company. We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $75,000 annually. Our reporting and compliance costs and expenses may increase substantially if we are able to deploy our business model on an international basis, which will add significant cross-border jurisdictional complexity to our regulatory compliance and our accounting controls and procedures. Our compliance costs and expenses could also increase substantially if we apply for trading of our securities on a national stock exchange which may have listing requirements that engender additional administration and compliance costs. We have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance and public company reporting; however, there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and compliance obligations. If we are unable to cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in public capital markets and we may have to cease doing business.

We operate in highly competitive industries and our success depends on our ability to effectively compete with numerous domestic and foreign businesses. If we are unable to compete effectively our business could fail.

We face competition from a number of domestic and foreign businesses, some of which have substantially greater financial resources than we do, which could adversely affect our ability to enter into contracts with lottery operators. We operate in a period of intense price-based competition which could adversely affect the number and the profitability of contracts we may be able to obtain. We currently do not have any contracts and due to competition and the nature of the lottery industry, we do not know when or if we will be able to enter into any contracts. Intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share. Our ability to compete successfully will depend on a number of factors, both within and outside our control.

We expect these factors to include the following:

our success in designing, testing and delivering new features, including incorporating new technologies on a timely basis;
our ability to address the needs of end-users and the quality of services for customers of the lottery operators;
the quality, performance, reliability, features, ease of use and pricing of our application;
successful implementation and expansion of our application’s capabilities;
our efficiency of production, and ability to deliver the application to the lottery operators and to end-users;
the rate at which commercially available smart phone equipment manufactures provide a technologically accessible format for incorporation of our solutions into their devices;
the market acceptance of our application; and
product or technology introductions by our competitors.

Our competitive position could be damaged if one or more potential lottery operators decide to develop their own solution or utilize a third party solution using alternative software and hardware technologies. Our prospective lottery operator customers may be reluctant to rely on a relatively small company such as our company. In addition, contract awards by lottery operators are sometimes challenged by unsuccessful bidders which can result in costly and protracted legal proceedings that can result in delayed implementation or cancellation of the contract. We cannot assure you that we will be able to compete successfully against current and future competition, and the failure to do so would have a materially adverse effect upon our business, operating results and financial condition and our business. If we do not compete effectively, our business could fail and investors could lose their entire investment.

The market for mobile lottery services is in the early stages of development, and if the market for our services does not develop as we anticipate, it will have a material adverse effect on our business, prospects, financial condition and results of operations.

Mobile lottery services, in general, are in the early stages of development. Our future revenue and profits are substantially dependent upon the widespread acceptance, growth, and use of mobile as an effective sales and purchasing medium. Most lotteries have generally relied upon more traditional forms of consumer sales of tickets through a variety of third-party owned stores, and most lottery operators have no, or only limited, experience on sales through mobile devices. Mobile lottery services are still in an early stage of development and may not be accepted by consumers or lottery operators for many reasons. If either the consumers or lottery operators reject our services, the commercial utility of our technology and services may not develop as we anticipate. If the market for mobile lottery services does not develop as we anticipate, our business could be materially and adversely affected.

Risks Related To Our Intellectual Property

We are only at the initial stage of development of our software. If we are not able to further develop our software our business could fail.

As of the date of this Annual Report, our mobile lottery software application has now been completed according to our stage 1 targets. It has been internally tested and reviewed is ready for commercial deployment for SMS and limited smart phone customers. It has not yet been commercially tested or utilized by any lottery operators and we have not yet generated any revenues from our technology. We have advanced our working demonstrations of our lottery and sports betting application (which is currently operable on most Blackberry smart phones including the Pearl, the Curve, the Bold, and 8800 series and soon IOS or apple platforms such as IPhones and IPads), as well as a scratch card game that is operating on Android devices. Our current lottery software solution includes four of the six components that together will constitute our full mobile lottery application. The completed components include lottery game selection, lottery number picking, lottery number authorization, lottery player registration and some aspects of player messaging functions. The two components remaining to be developed for a complete system include financial settlement and some remaining player messaging functions, which will be completed upon contracting.

Failure to adequately protect our intellectual property and proprietary rights could harm our competitive position and adversely affect our ability to conduct business which could result in loss of your entire investment in our Company.

Our success is substantially dependent upon our proprietary technology, which relates to a variety of business, security, and transactional processes associated with our mobile lottery services technology. We expect to rely on a combination of patent, trademark, copyright and trade secret laws to protect our proprietary rights. Although we have filed for certain patent protection over aspects of our technology, much of our proprietary information and processes may not be patentable. We cannot assure you that any pending patent applications will be issued or that their scope is broad enough to provide us with meaningful protection. Although we will file applications for registered trademarks covering certain of the marks we use in our business, we cannot assure you that we will be able to secure significant protection for these marks. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our technology and/or services or to obtain and use information that we regard as proprietary. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology or duplicate our services or design around patents issued to us or our other intellectual property rights. If we are unable to adequately protect our intellectual property and proprietary rights, our business and our operations could be materially and adversely affected.

We may be subject to intellectual property claims that create uncertainty about ownership of technology essential to our business and divert our managerial and other resources which could have a material adverse affect on our business.

There has been a substantial amount of litigation in the technology industry regarding intellectual property rights. Our success depends, in part, on our ability to protect our intellectual property and to operate without infringing on the intellectual property rights of others in the process. There can be no guarantee that any of our intellectual property will be adequately safeguarded, or that it will not be challenged by third parties. We may be subject to patent or trademark infringement claims or other intellectual property infringement claims that would be costly to defend and could limit our ability to use certain critical technologies. We may also become subject to interference proceedings conducted in the patent and trademark offices of various countries to determine the priority of inventions.

Any patent litigation or interference proceedings could have a negative effect on our business by diverting resources and management attention away from other aspects of our business and adding uncertainty as to the ownership of technology and services that we view as proprietary and essential to our business. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments in the litigation. If investors perceive these results to be negative, it could have an adverse effect on the trading price of our common stock.

In addition, a successful claim of patent or trademark infringement against us and our failure or inability to obtain a license for the infringed or similar technology or trademark on reasonable terms, or at all, could have a material adverse effect on our business and the value of any investment in us. Also, an adverse determination of any litigation or defense proceedings could cause us to pay substantial damages, including treble damages if we are found to have willfully infringed, and, also, could put our patent applications at risk of not being issued.

The intellectual property may not be appropriately protected and we may be infringing upon the proprietary rights of third parties.

We depend on our ability to protect the core proprietary software technologies we have developed or acquired. In this regard, we rely on a combination of trade secrets, technical complexity, common law copyright and trademark protection, licensing agreements, password protection and software encryption schemes, as well as on the physical security of the source code. Despite these measures and precautions, it may be possible for an unauthorized third-party to copy our core technologies and either offer them to the marketplace as its own, or to use them without paying. To date, we have not sought to obtain patent protection for any of its software products, though we may do so in the future. There can be no assurance, however, that such registration will be granted if applied for. Also, certain aspects of the software products are not subject to intellectual property protection in law, and to the extent such protection might be available, practical and legal distinctions may apply in different jurisdictions. In addition, there can be no assurance that competitors will not develop similar technology, products and services, and if they do, this could reduce the value of our proprietary technology and our ability to effectively compete. Although we believe that we have the right to use all of the intellectual property incorporated in our software products, third parties may claim that our software products violate their proprietary rights, including copyrights and patents. The cost of litigation necessary to defend our right to use the intellectual property incorporated in its software products may be prohibitive. If any such claims are made and found to be valid or we determine it prudent to settle any such claims, we may have to re-engineer our software products or obtain licenses from third parties to continue offering the software products or cease using such technology, in whole or in part. Any efforts to re-engineer our software products or obtain licenses from third parties or cease using such technology may not be successful and could substantially increase its costs and have a material adverse effect on our business, financial condition and results of operations.

If we are not able to respond to the rapid technological change characteristic of our industry, our products and services may cease to be competitive and our business could fail and cause the entire loss of your entire investment in our Company.

The mobile industry is characterized by rapid change in business models and technological infrastructure, and we will need to constantly adapt to changing markets and technologies to provide new and competitive products and services. If we are unable to ensure that our users, lottery operators, and distribution partners have a high-quality experience with our services, then they may become dissatisfied and stop using our products and services. Accordingly, our future success will depend, in part, upon our ability to develop and offer competitive products and services. We may not, however, be able to successfully do so, and our competitors may develop innovations that render our products and services obsolete or uncompetitive. If we are not able to compete effectively, our business could fail which could result in the loss of your entire investment in our Company.

Our technical systems are vulnerable to interruption and damage that may be costly and time-consuming to resolve and may harm our business and reputation which could materially and adversely affect the value of your investment in our Company.

Our systems and operations are vulnerable to damage or interruption from fire, floods and other natural disasters. Furthermore, network failures, hardware failures, software failures, power loss, telecommunications failures, break-ins, terrorism, war or sabotage, computer viruses, penetration of our network by unauthorized computer users and “hackers” and other similar events, and other unanticipated problems all pose serious threats to our success. We may not have developed or implemented adequate protections or safeguards to overcome any of these events. We also may not have anticipated or addressed many of the potential events that could threaten or undermine our technology network. In addition, if a person is able to circumvent our security measures, he or she could destroy or misappropriate valuable information or disrupt our operations. Any of these occurrences could cause material interruptions or delays in our business, result in the loss of data or render us unable to provide services to our customers which could have the further result of materially and adversely affecting the value of your investment in our Company.

Our business depends on the protection of our intellectual property and proprietary information. If we are unable to adequately protect our intellectual property and proprietary information our business and your investment our Company could be materially and adversely affected.

We believe that our success depends, in part, on protecting our intellectual property in those countries in which we will do business. Our intellectual property includes certain pending patents and trademarks relating to our mobile technology and jurisdictional validation as well as proprietary or confidential information that is not subject to patent or similar protection. Our intellectual property protects the integrity of the systems, products and services, which is a core value of the industries in which we operate. For example, our intellectual property is designed to ensure the security of the distribution of the lottery tickets we provide as well as simple and secure validation of our lottery tickets sold. Competitors may independently develop similar or superior products, software, systems or business models. In cases where our intellectual property is not protected by an enforceable patent, such independent development may result in a significant diminution in the value of our intellectual property.

There can be no assurance that we will be able to protect our intellectual property. We expect to enter into confidentiality or license agreements with our employees, vendors, consultants, and, to the extent legally permissible, our customers. We intend to generally control access to, and the distribution of, our game systems and other software documentation and other proprietary information, as well as the designs, systems and other software documentation and other information we license from others. Despite our efforts to protect these proprietary rights, unauthorized parties may try to copy our gaming technology, business models or systems, use certain of our confidential information to develop competing products, or develop independently or otherwise obtain and use our gaming products or technology, any of which could have a material adverse effect on our business. Policing unauthorized use of our technology is difficult and expensive, particularly because of the global nature of our operations. The laws of other countries may not adequately protect our intellectual property.

There can be no assurance that our business activities, products and systems will not infringe upon the proprietary rights of others, or that other parties will not assert infringement claims against us. Any such claim and any resulting litigation, should it occur, could subject us to significant liability for damages and could result in invalidation of our proprietary rights, distract management, and/or require us to enter into costly and burdensome royalty and licensing agreements. Such royalty and licensing agreements, if required, may not be available on terms acceptable to us, or may not be available at all. In the future, we may also need to file lawsuits to defend the validity of our intellectual property rights and trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources. If we are unable to adequately protect our intellectual property and proprietary information, our business and your investment our Company could be materially and adversely affected.

Risks Related To Our Business

Competitive environment

We currently faces competition from software providers and websites that also offer trading tools. Our challenge is to successfully differentiate ourselves from our competitors. The software industry is a rapidly changing environment with constant competition and many new product introductions. Our ability to achieve market success and a competitive advantage will depend on our capability for ongoing research and development and the integration of any technological advances into its products.

Product sustainability

We develop proprietary software based on the market behavior and trading algorithms comprised of a number of changing variables. Over time, those algorithms may prove to be obsolete and their underlying performance may be compromised by unforeseen market changes, which may adversely affect the value of our Software.

Our success will depend heavily on our management. If we fail to hire and retain qualified management and other key personnel, the implementation of our business plan will be materially and adversely affected.

Our performance is substantially dependent on the continued services and performance of our executive officers and other key personnel, and our ability to retain and motivate our officers and key employees. Our future success also depends on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial and marketing personnel. Competition for qualified personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such personnel. The failure to attract and retain our officers or the necessary technical, managerial and marketing personnel could have a material adverse effect on our business, prospects, financial condition and results of operations.

Our dependence on management and directors creates risks. The loss of our experienced officers, key employees, or directors could materially and adversely affect our ability to professionally manage our business.

Our plan for success is dependent, in large part, on the active participation of our executive officers and board of directors. The loss of their services would materially and adversely affect our business and future success. We do not have key-man life insurance in effect at the present time. Should any of our key employees die or become incapacitated, we may not be able to replace them in a timely or cost effective manner which could materially and adversely harm our business, financial condition and results of operations.

If we fail to attract and keep key employees and/or software personnel, we may be unable to successfully develop any of our current or future product candidates, conduct development efforts and commercialize any of our current or future product candidates.

Our success depends in part on our continued ability to attract, retain and motivate highly qualified personnel. We are highly dependent upon our personnel and other members of our senior management team. The loss of services of any of these individuals could delay or prevent the successful development of our current or future product pipeline, completion of our planned development efforts or the commercialization of our product candidates.

Competition for qualified personnel in our industry is intense due to the limited number of individuals who possess the skills and experience required by our industry. We will need to hire additional personnel as we expand our development and commercial activities. We may not be able to attract and retain quality personnel on acceptable terms, or at all. In addition, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information, or that their former employers own their research

We expect that our anticipated future growth may strain our management, administrative, operational and financial infrastructure. Failure of our ability to reasonably manage anticipated growth could materially and adversely affect our business.

We anticipate that significant expansion of our present operations will be required to capitalize on market opportunities. This expansion is expected to place a significant strain on our management, operational and financial resources. We expect to add a substantial number of additional key personnel in the future, including key managerial, technical, and software development employees who will have to be fully integrated into our operations. In order to manage our growth, we will be required to continue to implement and improve our operational and financial systems, to expand existing operations, to attract and retain superior management, and to train, manage and expand our employee base. We cannot assure you that we will be able to effectively manage the expansion of our operations, that our systems, procedures or controls will be adequate to support our operations or that our management will be able to successfully implement our business plan. If we are unable to manage growth effectively, our business, financial condition and results of operations could be materially and adversely affected.

Providing our products to customers outside of the United States exposes us to risks inherent in international business which could have a material and adverse affect on our operations.

For the foreseeable future, we expect to pursue business outside of the United States. Accordingly, we are subject to risks and challenges that we would otherwise not face if we conducted our business only in the United States. The risks and challenges associated with providing our products to customers outside the United States include: localization of our products, including translation into foreign languages and associated expenses; laws and business practices favoring local competitors; compliance with multiple, conflicting and changing governmental laws and regulations; foreign currency fluctuations; different pricing environments; different tax regimes and regional economic and political conditions. Any of these factors, either individually or collectively, could have a material adverse effect on our business and results of operations.

We will need additional funding in the future to pursue our business strategy and expand our operations. If additional future funding is not available to us our financial condition could be materially and adversely affected and our business may fail.

There can be no assurance that additional financing arrangements will be available in amounts or on terms acceptable to us, if at all. Furthermore, if adequate additional funds are not available, we will be required to delay, reduce the scope of, or eliminate material parts of the implementation of our business strategy. If we do not obtain additional financing in amounts and on terms acceptable to us, our business may fail.

The current economic slowdown may adversely affect our business and financial condition in ways that we cannot predict. If the economy does not recover during the reasonably foreseeable future our ability to conduct business may not be viable and we may have to cease operations which could result in the entire loss of your investment in our Company.

The current economic slowdown may have a negative effect on our business and financial condition. We cannot predict the effect that the economic slowdown will have on us as it also impacts our customers, vendors and business partners. We believe that the lottery gaming businesses are less susceptible to reductions in consumer spending and other parts of the consumer sector. However, there can be no assurance that the continuation or worsening of the current economic slowdown will not negatively impact the lottery gaming businesses. If the economy does not recover during the reasonably foreseeable future, our ability to conduct business may not be viable and we may have to cease operations which could result in the loss of your entire investment in our Company.

The current economic slowdown and general unavailability of commercial credit may adversely affect our ability to obtain financing and could have a material adverse effect on our ability to conduct business.

The uncertainty surrounding the future of the global credit markets has resulted in reduced access to financing and credit worldwide. Major market disruptions and the current adverse changes in global market conditions and the evolving regulatory restrictions in the United States and worldwide may adversely affect our business or impair our ability to obtain funds as needed. The current adverse market conditions may last longer than we anticipate. These recent and developing economic and governmental factors may have a material adverse effect on our results of operations, financial condition or cash flows and could cause the price of our common stock to decline significantly.

If we require credit financing for any aspect of our conducting business we may not be able to obtain it on a timely basis or on reasonable terms, if at all.

Our business is subject to evolving technology. If we are unable to upgrade our technologies responsive to changes in the industry we could fail.

The markets for all of our products and services are affected by changing technology, new legislation and evolving industry standards. Our ability to anticipate or respond to such changes and to develop and introduce new and enhanced products and services on a timely basis will be a significant factor in our ability to expand, remain competitive and attract new customers. We can give no assurance that we will achieve the necessary technological advances or have the financial resources needed to introduce new products or services on a timely basis or that we will otherwise have the ability to compete effectively in the markets. If we are unable to remain current with industry developments and upgrade our technologies in response to changes in the industry, we could fail and investors could lose their entire investment in us.

Our business competes on the basis of the security and integrity of our systems and our mobile lottery software application. If there is a breach in our security systems, our business and we could suffer materially adverse consequences.

We believe that our success depends, in part, on providing secure products and systems to the lottery operators and their playing customers. Attempts to penetrate security measures may come from various combinations of customers, retailers, vendors, employees and others. Our ability to monitor and ensure quality of our products is periodically reviewed and enhanced. Similarly, we intend to regularly assess the adequacy of our security systems to protect against security breaches and take reasonable measures to protect the integrity of the product for end-users. There can be no assurance that our business will not be affected by a security breach or lapse, which could have a material adverse impact on our results of operations, business or prospects.

Implementation of additions or changes in third-party hardware and software platforms used to deliver our services may result in performance problems and may not provide additionally anticipated functionality, which could result in material and adverse affects on our ability to conduct business.

From time to time, we may implement additions to or changes in the hardware and software platforms we use for providing our services. During and after the implementation of additions or changes, a platform may not perform as expected, which could result in interruptions in operations, an increase in response time or an inability to track performance metrics. In addition, in connection with integrating with our customers, we may move their operations to our hardware and software platforms or make other changes, any of which could result in interruptions in those operations. Any significant interruption in our ability to operate any of our services could have an adverse effect on our relationships with users and clients and, as a result, on our financial results. We rely on a combination of purchasing, licensing, internal development, and acquisitions to develop our hardware and software platforms. Our implementation of additions to or changes in these platforms may cost more than originally expected, may take longer than originally expected, and may require more testing than originally anticipated. In addition, we cannot provide assurance that additions to or changes in these platforms will provide the additional functionality and other benefits that were originally expected. If we are unable to conform our technology to third-party additions or changes in hardware and software platforms used to deliver our services, our business could be materially and adversely affected.

We rely on third party technology and hardware providers. A failure of service by these providers could adversely affect our business and reputation.

We will rely on third party providers for components of our technology platform, such as hardware and software providers. A failure or limitation of service or available capacity by any of these third party providers could materially and adversely affect our business and reputation with corresponding adverse affects upon the value of your investment in our Company.

Risks Related to the Legal and Regulatory Environment in Which We Operate

Government and legal regulations may require significant time, money and allocation of Company resources. If we are unable to allocate adequate Company resources for compliance with such regulations, our Company and our business could be materially and adversely affected.

During the foreseeable future, we expect to pursue our business outside of the United States until applicable laws in the United States permit sales of lottery tickets utilizing mobile telecommunications devices. As of the date of this Report, current U.S. laws prohibit sales of lottery tickets utilizing mobile telecommunications devices. Existing or future laws and regulations in other countries may impair our ability to expand our business and introduce new products and services, or may restrict the use of our services or the features we offer. Changes to the existing regulatory framework in countries where we intend to offer our services could adversely affect our business plans.

In addition to regulation of lottery ticket sales, the mobile telecommunications industry faces uncertainty related to future government regulation. Due to the rapid growth and widespread use of mobile telephones, legislatures have enacted and may continue to enact various laws and regulations applicable to the mobile telecommunications industry. Laws and regulations may be adopted in the future which directly govern mobile device lottery services. The adoption of laws or regulations could decrease the demand for our technology and services and increase our cost of doing business or otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

In addition, foreign governments may pass laws which could negatively impact our business and/or may prosecute us for violating existing laws. Such laws might include EU member country conforming legislation under applicable EU Privacy and Data Protection Directives. Any costs incurred in complying with foreign laws could negatively affect the viability of our business.

Our industry is subject to strict government regulations that may limit our existing operations and have a negative impact on our ability to grow, which could be materially adverse to our business and prospects.

In the United States and many other countries, lotteries and other forms of wagering must be expressly authorized by law. Once authorized, such activities are subject to extensive and evolving governmental regulation. Moreover, these gaming regulatory requirements vary from jurisdiction to jurisdiction. We expect to be subject to a wide range of complex gaming laws and regulations in the jurisdictions in which we intend to operate which could be time consuming, expensive and distracting to management. As a result, such regulatory requirements could be materially adverse to our business and prospects.

The regulatory environment in any particular jurisdiction may change in the future, and any such change could have a material adverse effect on our results of operations, business or prospects. Moreover, there can be no assurance that the sale of lottery services over mobile devices will be approved by additional jurisdictions or that those jurisdictions in which these activities are currently permitted will continue to permit such activities. Although we believe that we plan to develop procedures and policies to comply with the requirements of evolving laws, there can be no assurance that law enforcement or gaming regulatory authorities will not seek to restrict our business in their jurisdictions or institute enforcement proceedings if we are not compliant.

Moreover, in addition to the risk of enforcement action, we are also at risk of loss of business reputation in the event of any potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violation.

We may be required to obtain licenses from various jurisdictions in order to operate certain aspects of our business and we might be subject to extensive background investigations and suitability standards in our lottery business. Lottery authorities generally conduct background investigations of the selected vendor and its employees prior to and after the award of a lottery contract. Generally, regulatory authorities have broad discretion when granting, renewing or revoking these approvals. Lottery authorities may require the removal of any of our employees deemed to be unsuitable and are generally empowered to disqualify us from receiving a lottery contract or operating a lottery system as a result of any such investigation. Our failure, or the failure of any of our key personnel or systems in obtaining a required license or approval in one jurisdiction could negatively impact our ability (or the ability of any of our key personnel or systems) to obtain required licenses and approvals in other jurisdictions. The failure to obtain a required license or approval in any jurisdiction would decrease the geographic areas where we may operate and generate revenues, decrease our share in the gaming marketplace and put us at a disadvantage compared with our competitors.

Some jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning a specified percentage (typically 5% or more) of our equity securities. The failure of these beneficial owners to submit to such background checks and provide required disclosure could jeopardize the award of a contract to us. Additional restrictions are often imposed by international jurisdictions.

While we are firmly committed to full compliance with all applicable laws, there can be no assurance that such steps will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine or suspension or revocation of any contract.

Gaming opponents persist in their efforts to curtail legalized gaming, and particularly internet gaming which, if successful, could limit our operations or cause us to cease doing business.

Legalized gaming is subject to opposition from gaming opponents. There can be no assurance that this opposition will not succeed in preventing gaming in jurisdictions where these activities are presently legalized, prohibited or prohibiting or limiting the expansion of gaming where it is currently permitted. If we cannot legally conduct business, we could fail.

Failure to perform under lottery contracts may result in litigation, substantial monetary liquidated damages and contract termination which would materially and adversely affect our business.

Our business may subject us to contractual penalties and risks of litigation, including due to potential allegations that we have not fully performed under contracts or that goods or services we supply are defective in some respect. Lottery contracts typically permit a lottery authority to terminate the contract at any time for material failure to perform, other specified reasons and, in many cases, for no reason at all. Lottery contracts also frequently contain exacting implementation schedules and performance requirements and the failure to meet these schedules and requirements may result in substantial monetary liquidated damages, as well as possible contract termination. Material amounts of liquidated damages could be imposed on us in the future, which could, if imposed, have a material adverse effect on our results of operations, business or prospects and on our ability to continue to conduct business.

Risks Related To Our Stock

Our limited operating history makes evaluation of our business difficult, and may discourage trading in our stock which could adversely affect the price of our stock.

We started to develop our lottery technology in 2008 and we have not yet commercially deployed our technology. We, therefore, have limited historical financial data related to our current business upon which to analyze operating expenses or forecast accurately our future operating results. Our limited operating history will make it difficult for investors to evaluate our business and prospects which may discourage trading in our stock with potential further adverse affect on the price of our stock.

We will need to raise additional capital. If we are unable to raise additional capital, our business may fail.

We will need to raise additional capital to provide cash for our operations. Our current working capital is not expected to be sufficient to carry out all of our plans and to fund our operating losses until we are able to generate enough revenues to sustain our business. The fact that we have not generated any revenues to date may deter potential investors from providing financing. Uncertainty regarding our ability to generate revenues may make it difficult for us to find financing on acceptable terms. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and our business will most likely fail. To secure additional financing, we may need to borrow money or sell more securities. Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all.

The market price of our common stock may be volatile which could adversely affect the value of your investment in our common stock.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

	•	fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

	•	changes in estimates of our financial results or recommendations by securities analysts;

	•	failure of any of our products to achieve or maintain market acceptance;

	•	changes in market valuations of similar companies;

	•	significant products, contracts, acquisitions or strategic alliances of our competitors;

	•	success of competing products or services;

	•	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

	•	regulatory developments in Canada, the United States or foreign countries;

	•	litigation involving our company, our general industry or both;

	•	additions or departures of key personnel;

	•	investors’ general perception of us; and

	•	changes in general economic, industry and market conditions.

In addition, if the market for technology or mobile lottery service stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management, which could further adversely affect the value of your investment in our common stock.

Fluctuations in the value of foreign currencies could result in increased costs and operating expenses which could adversely affect our business.

For our projected international operations, the local currency will be designated as the functional currency. Accordingly, assets and liabilities must be translated into U.S. Dollars at year-end exchange rates, and revenues and expenses will be translated at average exchange rates prevailing during the year. Fluctuations in the value of other currencies in which we may generate revenues or incur costs may be difficult to predict and could cause us to incur currency exchange losses. Receivables and liabilities in currencies other than the functional currency could also move adversely to us from the date of accrual by us to the date of actual settlement of receivables or liabilities in a currency other than the functional currency. A disparity between the accrual and settlement amounts due to currency exchange costs could have a material adverse affect on our business. We cannot predict the effect of exchange rate fluctuations on our future operating results. Future fluctuations in currency exchange rates could materially and adversely affect our business.

Certain governments with whom we may do business may impose restrictions over the conversion of their currencies into U.S. dollars or other foreign currencies. There can be no assurance that we will be able to convert foreign revenues into U.S. dollars for repatriation and this may adversely affect our business.

We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on your investment in our common stock will depend on appreciation in the price of our common stock. If our common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.

We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our Board of Directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board of Directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock. As a result, the success of your investment in our common stock will depend on future appreciation in its value. The price of our common stock may not appreciate in value or even maintain the price at which you purchased our shares. If our common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.

You may experience dilution of your ownership interests due to the future issuance of additional shares of our common stock which could be materially adverse to the value of our common stock.

As of the date of this Annual Report, we have 168,476,221 shares of our common stock issued and outstanding. We are authorized to issue up to 300,000,000 shares of common stock. Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital to expand or continue operations, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous to our common stockholders.

We anticipate that our common stock will continue to be considered to be a "Penny Stock" in the immediate future, which will cause the trading of our stock to be subject to significant regulations that could adversely affect the value of our common stock.

We anticipate that in the immediate future our common stock will continue to be a low-priced security, or a “penny stock” as defined under rules promulgated under the Exchange Act. A stock is a "penny stock" if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.

In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions probably decreases the willingness of broker-dealers to make a market in our common stock, decreases liquidity of our common stock and increases transaction costs for sales and purchases of our common stock as compared to other securities. As a result of these effects, the trading value of our common stock could be materially and adversely affected.

Broker-dealer requirements may affect the trading and liquidity of our stock which could materially and adversely affect the value of our common stock.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated there under by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effectuating any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise. These requirements could discourage interest in trading in our common stock and could materially and adversely affect the public trading value of our common stock.

Our securities will be subject to sales restrictions imposed by state “Blue Sky Laws” that will limit the States where our stock may be traded and could reduce the public market value of our stock.

State securities regulations may affect the transferability of our shares. We have not registered any of our shares for sale or resale under the securities or "blue sky" laws of any state. We do not currently plan to register or qualify our shares for sale or resale in any state. In many states, but not all states, shareholders can generally make unsolicited sales of securities through registered broker-dealers. Arkansas, Georgia, Illinois, Louisiana, New York, North Dakota, Ohio, Oregon and Tennessee, do not permit shareholders to make unsolicited sales of securities through broker dealers. Persons who desire to purchase our shares in any trading market that may develop in the future should be aware that these state regulations may limit sales and purchases of our shares. The inability to trade or sell our common stock in certain states could materially and adversely affect the public market value of our stock.

If a trading market for our securities develops, it may be volatile which could make it difficult to sell shares of common stock or cause sales of common stock at a loss.

If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Furthermore, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.

The equity markets have recently experienced significant price and volume fluctuations that have adversely affected the market prices for many companies' securities. These fluctuations may not be directly attributable to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell shares of our common stock at a loss.

Shares eligible for future sale may adversely affect the market price of our common stock. The future sale of a substantial amount of our restricted stock in the public marketplace could reduce the price of our common stock.

From time to time, certain of our stockholders may be eligible to sell their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 of the Securities Act of 1933, as amended, subject to certain compliance requirements. In general, under Rule 144, unaffiliated stockholders (or stockholders whose shares are aggregated) who have satisfied a six month holding period may sell shares of our common stock, so long as we have filed all required reports under Section 13 or 15(d) of the Exchange Act during the applicable period preceding such sale. Generally, once a period of six months has elapsed since the date the common stock was acquired from us or from an affiliate of ours, unaffiliated stockholders can freely sell shares of our common stock so long as the requisite conditions of Rule 144 and other applicable rules have been satisfied. Also generally, twelve months after acquiring shares from us or an affiliate, unaffiliated stockholders can freely sell their shares without any restriction or requirement that we are current in our SEC filings. Any substantial sales of common stock pursuant to Rule 144 may have an adverse affect on the market price of our common stock.

Failure to achieve and maintain internal controls in accordance with Sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, we have been required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

To maintain compliance with Section 404 of the Act, we engage in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging and requires management to dedicate scarce internal resources and to retain outside consultants.

During the course of our testing, we may identify deficiencies which we may not be able to remediate in time for securities disclosure reporting deadlines. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

Certain holders of our common stock exert significant influence over our company and may make decisions with which other stockholders may disagree that could reduce the value of our stock.

2238646 Ontario Inc. owns a total of 97,040,000 of 168,476,221 issued and outstanding shares. This represents 57.6% of our issued and outstanding shares. As a result 2238646 Ontario Inc. has the ability to exert significant influence over our business and may make decisions with which other stockholders may disagree, including, among other things, the appointment of officers and directors, changes in our business plan, delaying, discouraging or preventing a change of control of the Company or a potential merger, consolidation, tender offer, takeover or other business combination.

The costs to meet our reporting requirements as a public company subject to the Securities Exchange Act of 1934 will be substantial and may result in us having insufficient funds to operate our business.

We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $75,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.

Additional issuance of equity securities may result in dilution to our existing stockholders.

Our Articles of Incorporation, as amended, authorize the issuance of 300,000,000 shares of common stock. The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future, including issuances in accordance with certain contractual terms, and the issuance of any such shares may result in a reduction of the book value or market price of the then outstanding shares of our common stock. If we do issue any such additional shares, including shares of preferred stock, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, the proportionate ownership interest and voting power of our shareholders will be decreased accordingly. Further, any such issuance could result in a change of control.

ITEM 1B: UNRESOLVED STAFF COMMENTS

Pursuant to permissive authority, we have omitted Unresolved Staff Comments.

ITEM 2: PROPERTIES

Our principal executive offices are located at 131 Bloor Street, Suite 200/372, Toronto, Ontario, Canada M5S 1R8. We anticipate that we will need to move to larger offices in the near future. At the present time, we do not own any real estate. We do not have any policies regarding investments in real estate, securities or other forms of property.

ITEM 3: LEGAL PROCEEDINGS

We are not aware of any pending or threatened litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results. We cannot assure you that we will not be adversely affected in the future by legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

PART II

ITEM 5:

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the over-the-counter bulletin board quotation system (OTCBB) under the symbol “PRFC”. The following table shows the range of high and low bids per share of our Common Stock as reported by the Over-the-Counter Bulletin Board for the fiscal year periods indicated. Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions. The information set forth below has been adjusted to reflect the Company’s five for one stock split on March 26, 2012. The Company’s shares trade on the Over-the-Counter Bulletin Board.

Common Stock
	High	Low
Quarter Ended May 31, 2014	.28	.13
Quarter Ended February 28, 2014	.28	.10
Quarter Ended November 30, 2013	.15	.10
Quarter Ended August 31, 2013	.29	.13
Quarter Ended May 31, 2013	.20	.11
Quarter Ended February 29, 2013	.25	.16
Quarter Ended November 30, 2012	.30	.18
Quarter Ended August 31, 2012	.41	.20
Quarter Ended May 31, 2012	.32	.20
Quarter Ended February 28, 2012	.30	.20
Quarter Ended November 30, 2011	.58	.34
Quarter Ended August 31, 2011	.58	.40

Holders

As of the date of this Report there are 168,476,221 shares of common stock issued and outstanding.

As of the date of this Report there are 32 holders of record of our common stock in certificate form, exclusive of those brokerage firms and/or clearing houses holding our Common Stock in street name for their clientele (with each such brokerage house and/or clearing house being considered as one holder).

Information Statement on Form 14C

On March 7, 2014, our Board of Directors and majority shareholders approved an amendment to our Articles of Incorporation to create an aggregate of 15,000,000 shares of preferred stock, $0.001 par value per share, which are designated as blank check preferred stock (the "Preferred Stock Amendment”), with the par value of $0.001 per share.

Pursuant to our Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes was required to effect the Preferred Stock 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 represented approximately 69.55% of the voting rights associated with our shares of common stock. The consenting stockholders voted in favor of the Preferred Stock Amendment described herein in a unanimous written consent dated March 7, 2014,.

On March 25, 2014, we filed an Information Statement on Form 14(c) with the Securities and Exchange Commission, which was furnished to all holders of our common stock as of March 7, 2014, in connection with the action taken by written consent of holders of a majority of the outstanding voting power of the Company to authorize the Preferred Stock Amendment.

The names of the shareholders of record who hold in the aggregate a majority of our total issued and outstanding common stock and who signed the written consent of stockholders are: (i) 22386460 Ontario Inc. holding of record 97,040,000 shares of common stock (57.77%); (ii) Todd Halpern holding of record 7,375,000 shares of common stock (4.39%); and (iii) 1476448 Ontario Inc. holding of record 12,400,000 shares of common stock (7.38%) .

Dividend Policy

We have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business. Holders of Series A preferred stock are entitled to a quarterly dividend based on the income generated from the funds invested by them.

Securities Authorized for Issuance Under Equity Compensation Plans

At the present time, we have no securities authorized for issuance under equity compensation plans.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-	-	-
Equity compensation plans not approved by security holders	7,750,000	$0.165	n/a
Total	7,750,000	$0.165	n/a

We granted options to purchase 7,750,000 shares of our common stock to certain directors and former officers and directors. These were grant pursuant to individual agreements which were not part of a Company stock option plan.

RECENT SALES OF UNREGISTERED SECURITIES

During fiscal year ended May 31, 2014 and to current date, we issued an aggregate of 4,351,000shares of unregistered common stock and 10,000,000 Series A preferred shares as follows.

Common Stock

Debt Settlement

Effective on February 7, 2014, our Board of Directors authorized and approved the execution of those certain five separate settlement agreements (collectively, the "Settlement Agreements"), pursuant to which we agreed to settle the aggregate amount of debt of $517,650 (collectively, the "Settlement Debt"). The Settlement Debt was incurred to those certain unrelated creditors (collectively, the "Creditors") pursuant to advances made and/or services provided to us. The Settlement Debt was reflected on our financial statements filed with our quarterly and/or annual reports with the Securities and Exchange Commission. The terms and provisions of the Settlement Agreements provide for the issuance of an aggregate 3,450,999 shares of its restricted common stock to the five Creditors to satisfy the Settlement Debt.

Effective on February 4, 2014, our Board of Directors authorized and approved the execution of that certain general release and waiver of debt agreement (the "Release Agreement") with an unrelated creditor (the "Release Creditor"), pursuant to which the Release Creditor agreed to waive and release the debt due and owing to it in the aggregate amount of $84,201 (the "Released Debt"). In accordance with the terms and provisions of the Release Agreement, the Release Creditor agreed to release, acquit, covenant not to sue and specifically release and waive any claims or rights it may have under common law and statutory law relating to the Released Debt.

Effective on February 20, 2014, our Board of Directors authorized and approved the execution of that certain general release and waiver of debt agreement (the "Second Release Agreement") with an unrelated creditor (the "Second Release Creditor"), pursuant to which the Second Release Creditor agreed to waive and release the debt due and owing to it in the aggregate amount of $50,654 (the "Second Released Debt"). In accordance with the terms and provisions of the Second Release Agreement, the Second Release Creditor agreed to release, acquit, covenant not to sue and specifically release and waive any claims or rights it may have under common law and statutory law relating to the Second Released Debt.

Therefore, our Board of Directors approved and authorized the settlement of the Settlement Debt by the issuance of an aggregate 3,950,999 shares of restricted common stock at $0.15 per share. The aggregate 3,950,999 shares of common stock were issued in proportion to the respective debt due and owing to each of the Creditors in accordance with the terms and provisions of the respective Settlement Agreement entered into between us and each such Creditor. The shares of common stock were issued to five non-United States residents in reliance on Section 4(2) and/or Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock issued to the Creditors have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.

Private Placement Offering

We issued an aggregate of 400,000 shares of our restricted common stock at a per share price of $0.20 to warrant holders in accordance with an exercise of warrants. The shares were issued in a private transaction to two warrant holders. The shares were issued to the warrant holders who are non-U.S. residents in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The warrant holders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

Other Issuances

On July 23, 2013, we issued 300,000 shares of our common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share. On March 17, 2014, we issued 100,000 shares of our common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share. On March 24, 2014, we issued 500,000 common shares to a third party as part of an arrangement of settlement of debt. The shares of common stock were issued to non-United States residents in reliance on Section 4(2) and/or Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock issued to the investors have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements

Preferred Stock

Effective on April 29, 2014, our Board of Directors authorized and approved the execution of that certain account management agreement dated April 29, 2014 (the "Account Management Agreement") between us and Four Seasons Trust (the "Investor"). In accordance with the terms and provisions of that certain non-U.S. subscription agreement (the "Subscription Agreement"), the Investor purchased 10,000,000 shares of Series A preferred stock at a per share price of $0.20 for aggregate proceeds of $2,000,000. In further accordance with the Account Management Agreement, the $2,000,000 shall be held in a segregated interest-bearing account. The Investor has acknowledged substantial risk in investing the $2,000,000 in us and desired to monitor certain use of proceeds, direction and confirmation of capital payments and distributions as developed, invested capital security, capital flow management and distribution management. The $2,000,000 Series A preferred stock funding will generally enable the Company to qualify for listing on the OTCQX.

Effective April 29, 2014, our Board of Directors approved and authorized the Subscription Agreement pursuant to which it issued an aggregate of 10,000,000 shares of Series A preferred stock to the Investor at $0.20 per share. The shares of Series A preferred stock were issued to the Investor in reliance on Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The shares of Series A preferred stock issued to the Investor have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.

Any and all revenue earned on a quarterly basis as a result of investment of the funds in a restricted account shall, upon approval by the Board of Directors of the Company, be distributed on a quarterly basis to the Investor within ten days from the end of such quarter (the "Earned Dividend"). The amount of such Earned Dividend shall be determined in accordance with the Account Management Agreement. If we are pay such Earned Dividend, the Investor may elect to take payment of such Earned Dividend in the form of either cash or issuance of shares of common stock rather than a cash dividend. Such price per share shall be the average trading price of our shares on the OTCQB during the preceding five business days prior to payment of the Earned Dividend.

The Investor shall at its option have the ability to convert the shares of Series A Preferred Stock into shares of common stock on a one preferred share for 1.333333 common share basis. We may by providing a five day notice to the Investor redeem such Series A Preferred Shares at a redemption price of $0.20 per share plus all unpaid and accrued Earned Dividends. In the event of receipt of the notice of redemption by the holder of the Series A Preferred Shares, the Investor shall have five business days from date of receipt to convert into shares of common stock. The Investor shall be entitled to cast the number of votes equal to the number of Series A Preferred Stock multiplied by 100.

ITEM 6: SELECTED FINANCIAL DATA

Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted Selected Financial Data.

ITEM 7:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selected Financial Data

Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted selected financial data.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Forward Looking Statements

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. Some of the statements contained in this Report that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. We urge you to be cautious of the forward-looking statements. All such forward-looking statements, which are contained in this Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;
Our ability to raise capital when needed and on acceptable terms and conditions;
The intensity of competition;
General economic conditions; and
Changes in government regulations.

We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

Plan of Operation

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. We have no intention of becoming a broker-dealer or any other type of finance company or engage in any type of regulated activity. 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 MOBI branded products are currently being customized for various charitable organizations to integrate the product suite with in-house technologies.

It is anticipated that each of the business owned by us will generate revenue through software licensing. We intend to offer two forms of licensing. One is transaction based and the other is based on the number of users. We anticipate that revenue models will be as follows:

MOBI: This family of cloud-based software products will be sold to lottery operators through a license that entitles the Company to a percentage of total lottery sales.

Stealth: This family of products will utilize a per seat/user model.

Results of Operations

We have concentrated our efforts on developing our business strategy and obtaining private financing. We have been working on further developing the Stealth application to bring it to working models ready for demonstration for both our Stealth and Mobilotto applications. During the year the major developments were:

	1.	Developed a logging system for Alert portion of Stealth Analytics' cockpit and Stealth Analytic Professional system .
	2.	Developed an export application for the Alert portion of Stealth Analytics’ cockpit and Stealth Analytic Professional system .
	3.	Developed a logging system for Trigger portion of Stealth Analytics’ cockpit and Stealth Analytic Professional system .
	4.	Developed an export application for the Trigger portion of Stealth Analytics’ cockpit and Stealth Analytic Professional system .

	5.	Developed a tracking system for the harmonic rotation after a trigger and alert. (example: Tracking of Most Favourable Excursion and Most Adverse Excursion after a trigger/alert)
	6.	Creation of Automated Bias system within the Stealth Analytics’ cockpit and Stealth Analytic Professional system.
	7.	Developed a historical back tester for stealth alerts/trigger within the Stealth Analytics’ cockpit and Stealth Analytic Professional system.
	8.	Purchased 7 years of historical tick data for purpose of back testing from DTNIQ for ICE, CME, and COMEX indices.
	9.	Developed and back tested trade parameters around Stealth Alerts and Trigger for 23 securities trading on the CME, ICE, and COMEX.
	10.	Succeeded to prove out positive expectancy for all 23 securities with back testing.
	11.	Developed Stealth Robotic trading system for trading job parameters proved out in back testing for Stealth Alert Service and Internal Corporate trading account.
	12.	Developed and Launched the Epcylon.com website.
	13.	Continuous upgrades and debugs of both Stealth Analytics, Stealth Professional, Back tester, and Robotic trading system.

Our mobile lottery software application has now been developed and tested, but we have derived only limited revenues from our technology. There is no guarantee that we will be able to successfully expand the use of our technology or that it will generate sufficient revenue to sustain our operations.

Liquidity and Capital Resources

As of May 31, 2014 our current assets were $2,481,234 and our current liabilities were $458,489, which resulted in a working capital surplus of $2,022,745. As of May 31, 2014, current assets were comprised of: (i) $2,475,413 in cash; (ii) $3,241 in local tax receivable; and (iii) $2,580 in prepaid expense. As of May 31, 2014, current liabilities were comprised of: (i) $59,504 in accounts payable and accrued expenses and (ii) $398,985 of marketable securities sold short.

As of May 31, 2014, our total assets were $2,481,234 comprised of the current assets. The increase in total assets from fiscal year ended May 31, 2013 was primarily due to the $2,000,000 proceeds received from the issuance of the Series A preferred stock.

As of May 31, 2014, our total liabilities were $504,614 comprised of $458,489 of current liabilities, and long term notes payable of $46,125. The decrease in liabilities from fiscal year ended May 31, 2013 was primarily due to the settlement agreement on certain notes payable. We agreed to settle $592,650 of notes payable with the issuance of stock.

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 year ended May 31, 2014, net cash flows used in operating activities was $449,925 compared to $1,196,688 used during the year ended May 31, 2013.

Cash Flows from Investing Activities

For the year ended May 31, 2014, cash flows from investing activities comprised of proceeds on the sale of securities $3,247,513 and the purchase of securities in the amount of $2,840,984. There were no cash flows from investing activities for the year ended May 31, 2013.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the year ended May 31, 2014 net cash flows provided from financing activities was $2,342,936 consisting of $2,000,000 in issuance of preferred stock, $80,000 from the exercise of warrants and $262,936 in proceeds from related party loans.

As of May 31, 2014, we had cash of $2,475,413. This represented an increase from May 31, 2013, at which time we had cash in the amount of $180,955. We also own property and equipment with a cost of $31,060 which consists of computer equipment, office furniture and equipment and leasehold improvements. The Company’s total assets as of May 31, 2014 were $2,481,234, which was an increase from $304,736 as of May 31, 2013. As at May 31, 2014, $2,000,000 of the cash has restricted use, as per a management agreement with the Series A preferred stock holders. Our current cash on hand will not be sufficient to maintain our operations for the next 12 months.

As a development stage company, we have limited capital and limited operating resources. During the fiscal year ended May 31, 2014, we raised $2,000,000 pursuant to the closing of a private placement of 10,000,000 Series A preferred stock and $80,000 in connection with the exercise of certain warrants, at an exercise price of $0.20 per share. During the fiscal year ended May 31, 2013 we raised $1,043,875 pursuant to the closing of a private placement of 6,900,000 shares and the issuance 333,500 shares of common stock in connection with the exercise of certain warrants, at an exercise price of $0.20 per share. From inception through May 31, 2013, we raised $5,107,478 in initial funding and private placements of restricted common stock and $2,000,000 in preferred stock. The funds raised in the prior private placements will not be sufficient to meet our projected cash flow deficits from operations or to fund the development of our technology and products.

The cash on hand (less restricted cash) in our bank accounts is sufficient to maintain our operations for the next twelve months. We estimate our total overhead, costs and expenses related to completion of the launch of our Stealth products, commercially deployable version of our mobile lottery applications, obtaining certification of our system by the Gaming Standards Association (GSA), and initiating full rollout of all our products to our target markets over the next twelve months will be approximately $1,000,000.

Management believes that without obtaining additional financing or developing an ongoing source of revenue, we will not launch successfully. Although we have actively been pursuing new business opportunities, we cannot give assurance that we will succeed in this endeavor, or be able to enter into necessary agreements to pursue our business on terms favorable to us. Should we be unable to generate additional revenues or raise additional capital, we could eventually be forced to cease business activities altogether.

Results of Operations for the Twelve Months Ended May 31, 2014 and May 31, 2013

Income

We are a development stage company. Since inception, we have received minimal revenue. We have concentrated our efforts on developing our business strategy and obtaining financing. We have working models ready for demonstration. We spent much of the year proving out and back testing the Stealth application feed data. While we had commenced an initial sales and marketing program in 2013, we are currently planning the next stage. Our mobile lottery software application has not yet been utilized by any lottery operators and we have not yet derived any revenues from our technology. There is no guarantee that we will be able to successfully develop and launch our technology or that it will generate sufficient revenue to sustain our operations.

Expenses and other items

For the twelve months ended May 31, 2014, we incurred $577,595 (2013 - $1,651,281) in general and administrative expenses. We also had interest income of $96 (2013 – expense $1,874), a realized gain on marketable securities of $62,372 (2013 - $nil), unrealized loss on investments of $54,828 (2013 - $nil), and a gain on forgiveness of debt of $315,955 (2013 - $nil). The gain on the forgiveness of debt was the result of some of our creditors agreeing to write off amounts owing to them.

Our net loss for the fiscal year ended May 31, 2014 was $240,193. This was a decrease from the twelve months ended May 31, 2013, when we incurred $2,096,127. 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, marketing and payroll. The total reduction of these expenses compared to the prior year was $823,000. In addition, during the prior year, we wrote off notes receivable in the amount of $477,798 which increased the loss.

Our Plan of Operation for the Next Twelve Months

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 (see section below).

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.

Marketing Plan

1.	Face to face sales to potential corporate customers.

2.	Internet sales through search engine optimization (SEO), banner ads and press work.

3.	Implement a demand generation engine that will provide the technical infrastructure to sell our software direct to users on our website.

4.	Through a variety of social media, email, Broker partners, and media campaigns, we will drive traffic to weekly webinars in our live trade room and multiple trading community sites promoting the Stealth Analytics and our other products and services.

Working Capital

While we have in-place working capital to fund normal business activities, we are actively seeking private financing in the amount of $1,000,000.

Contractual Obligations and Other Commercial Commitments

None.

Significant Business Challenges

In addition to the challenge of raising adequate capital in order to fully deploy our business plan, the significant business challenges that our management expects to encounter over the next year and beyond, as well as the known trends, demands, uncertainties that may affect our Company’s financial condition include the following matters:

	•	We have not yet completed the software development of all components constituting our full feature mobile lottery application and all of our planned Stealth products, and our financial condition would be materially and adversely affected if we are not able to complete our software development;

	•	Since there has not yet been full commercial utilization of our applications, it will be more difficult for us to close sales of our untested product with prospective lottery operator customers of our Company and we may not able to derive any revenues from our product;

	•	If our product does not perform as anticipated, we may be unable to obtain any contracts with lottery operators, or if we are able to enter into contracts but the product is not performing, we could become subject to litigation, which in either case could adversely affect our financial condition;

	•	Our patent application is currently pending and if the patent is not granted we may not be able to fully protect our intellectual property which could adversely affect our ability to benefit from our technology;

	•	If our pending patent is granted, the costs of enforcing our patent and other intellectual property rights may be disproportionate to any potential revenues, or we may be required to defend allegations from third parties alleging infringement of their rights, which in either case could adversely affect our financial condition;

	•	We rely on a small management team and a small group of employees who may not be able to be fully responsive to all aspects of operating our business, and if we increase our personnel the additional administrative and overhead costs could be burdensome, which in either case could adversely affect our financial condition;

	•	The international focus of our business model implicates higher costs and expenses than domestic companies, including foreign language translation, compliance with local laws, business practices favoring local competitors, compliance with multiple, conflicting and changing governmental laws and regulations as well as changing governments, any of which could adversely affect our financial condition;

	•	We expect intensifying competition in our target markets which could force us to lower our pricing, reduce our margins, lower our market share and reduce expectations of profitability;

	•	Foreign competitors who are not subject to U.S. anti-corruption laws and regulations may engage in illegal and unfair business practices with which we cannot compete that could impair our ability to obtain contracts from lottery operators in our target foreign markets;

	•	Our financial results could be damaged if prospective customers decide to develop their own mobile solutions or utilize a third party solution using alternative software and hardware technologies;

	•	The market for mobile lottery services is still in the early stages of development, and if the market for our services does not develop as we anticipate, it will have an adverse effect on our financial condition;

	•	Our business is subject to evolving technology and if we are unable to upgrade our technologies responsive to changes in the industry our financial condition could be adversely affected;

	•	We will rely on third party technology and hardware providers and if there is a failure of the products or services rendered by these providers our financial condition could be adversely affected;

	•	Implementation of additions or changes in third-party hardware and software platforms used to deliver our services to our customers and end-users may result in performance problems which could adversely affect our financial condition;

	•	There has not yet been adoption of international standards applicable to mobile lottery solutions and as such we may have to change or modify our application to conform to disparate standards which could adversely affect our financial condition;

	•	If we are able to enter into contracts with international lottery operators, we will be subject foreign currency exchange risks, different pricing environments; different tax regimes and regional economic and political conditions. Any of these factors, either individually or collectively, could have a material adverse effect on our business and results of operations; and

	•	Gaming opponents persist in their efforts to curtail legalized gaming which, if successful, could limit our operations or cause us to cease doing business.

Publicly Reporting Company Considerations

We will continue to face several material challenges of operating as a publicly reporting company and we expect to incur significant costs and expenses applicable to us as a public company. We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $166,000 annually which we expect to pay for out of proceeds from our financing efforts during the next twelve months from the date of this Report. Subsequent to the next twelve month reporting and compliance period, we expect to pay for our publicly reporting company compliance and reporting costs from our revenues. We must structure, establish, maintain and operate our Company under corporate policies designed to ensure compliance with all required public company laws, rules, regulations, including, without limitation, the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Foreign Corrupt Practices Act and the respective rules and regulations promulgated thereunder. Some of our more significant challenges of being a publicly reporting company include the following:

	•	We will have to carefully prepare and file in the format mandated by the SEC all periodic filings required by the Securities Exchange Act of 1934 (Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and interim reports of material significant events on Form 8-K), as well as insider reporting compliance for all officers and director under Section 16 of the Securities Exchange Act of 1934 on Forms 3, 4 and 5;

	•	In addition to auditing our annual financial statements and maintaining our books and records in accordance with the requirements of the Securities Act of 1934, we will have to comply with Section 404 of the Sarbanes-Oxley Act of 2002, which requires increased corporate responsibility and accountability;

	•	We will have to assure that our Board committee charters, corporate governance principles, Board committee minutes are properly drafted and maintained;

	•	We will have to carefully analyze and assess all disclosures in all forms of public communications, including periodic SEC filings, press releases, website postings, and investor conferences to assure legal compliance;

	•	We will have assure corporate and SEC legal compliance with respect to proxy statements and information statements circulated for our annual shareholder meetings, shareholder solicitations and other shareholder information events;

	•	We will have to assure securities law compliance for all equity-based employee benefit plans, including registration statements and prospectus distribution procedures;

	•	We will have to continuously analyze the specific impact on our Company of all significant SEC initiatives, policies, proposals and developments, as well as assess the rules of Public Company Accounting Oversight Committee on governance procedures of Company and our audit committee;

	•	We will have to comply with the specific listing requirements of a stock exchange if we qualify and apply for such listing;

	•	We expect that being a public company will increase our director and officer liability-insurance costs;

	•	We will have to engage and interface with a Transfer Agent regarding issuance and trading of our common stock, which may include Rule 144 stock transfer compliance matters; and

	•	We will incur additional costs for legal services as a function of our needs to seek guidance on securities law disclosure questions and evolving compliance standards.

In addition to the foregoing, our reporting and compliance costs and expenses may increase substantially if we are able to deploy our business model on an international basis, which will add significant cross-border jurisdictional complexity to our regulatory compliance program and our accounting controls and procedures. We have assigned a high priority to corporate compliance and our public company reporting obligations, however, there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and compliance obligations. If we are unable to cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in public capital markets and we may have to cease operations.

Our actual results may differ from our projections if there are material changes in any of the factors or assumptions upon which we have based our projections. Such factors and assumptions, include, without limitation, the development of our proprietary technology platform and our products, the timing of such development, market acceptance of our products, protection of our intellectual property, our success in implementing our strategic, operating and personnel initiatives and our ability to commercialize our products, any of which could impact sales, costs and expenses and/or planned strategies and timing. As a result, it is possible that we may require significantly more capital resources to meet our capital needs.

Off-Balance Sheet Arrangements

None.

Material Commitments

As at May 31, 2014 no material commitments existed.

Purchase of Significant Equipment

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

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not have any operations which implicated market risk as of the end of the latest fiscal year. We expect that our planned operations will engender market risk, particularly with respect to foreign currency exchange rate risk. We intend to implement an analysis and assessment program which will on a regular basis determine exposures of the Company to such risks. We expect to report the results of all such quantitative and qualitative risk assessments prior to entering into any material agreements, and on a regular monthly and annual basis to our audit committee so that responsive risk management measures can be discussed and actions taken to the extent reasonably feasible. Inflationary factors in the future, such as increases in overhead costs, may adversely affect our operating results. A high rate of inflation in the future may have an adverse effect on our ability to manage selling, general and administrative expenses as a percentage of net revenues if our revenues do not increase with these increased costs.

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 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Paritz & Company, P.A.

15 Warren Street, Suite 25
Hackensack, New Jersey 07601
(201)342-7753
Fax: (201) 342-7598

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Epcylon Technologies, Inc.

We have audited the accompanying balance sheets of Epcylon Technologies, Inc. as of May 31, 2014 and 2013, and the related statements of operations, comprehensive loss, stockholders’ equity (deficiency), and cash flows for each of the years in the two year period ended May 31, 2014 and since inception. Epcylon Technologies, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Epcylon Technologies, Inc. as of May 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two year period ended May 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/Paritz & Company, P.A.

Hackensack, NJ

September 3, 2014

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

		May 31, 2014			May 31, 2013
CURRENT ASSETS:
Cash and cash equivalents	$	2,475,413		$	180,955
Local tax receivable		3,241			66,226
Prepaid expense		2,580			55,813
TOTAL CURRENT ASSETS		2,481,234			302,994
Property and equipment, net (note 4)		-			1,742

TOTAL ASSETS	$	2,481,234		$	304,736

LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Accounts payable and accrued expenses (note 5)	$	59,504		$	468,370
Securities sold not yet purchased (note 6)		398,985			-
		458,489			468,370

Notes payable - related party (note 7)		46,125			300,839

CURRENT LIABILITIES AND TOTAL LIABILITIES		504,614			769,209

STOCKHOLDER'S DEFICIENCY:
Common stock, par value $0.0001 300,000,000 shares authorized 168,476,221 and 164,125,222 issued and outstanding as of May 31, 2014, 2013, respectively (note 8)		16,846			16,411
Additional paid-in capital		8,382,459			5,697,526
Series A Preferred shares, par value $0.0001 15,000,000 shares authorized 10,000,000 shares issued and outstanding (note 8)		1,000			-
Other comprehensive income (loss)		(4,624	)		458
Accumulated deficit		(6,419,061	)		(6,178,868	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		1,976,620			(464,473	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	2,481,234		$	304,736

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

								From Inception
								September 16,
		For the Year Ended			For the Year Ended			2008 to
		May 31, 2014			May 31, 2013			May 31, 2014

REVENUE	$	13,269		$	34,827		$	119,878

EXPENSES
General and administrative expenses		577,057			1,651,281			6,307,243

OPERATING LOSS		(563,788	)		(1,616,454	)		(6,187,365	)

OTHER INCOME (EXPENSE)
Interest (expense) income, net		96			1,874			(77,397	)
Realized gain on marketable securities		62,372			-			62,372
Unrealized loss on marketable securities		(54,828	)		-			(54,828	)
Gain on forgiveness of debt		315,955			-			315,955
Write off of note receivable from related party		-			(477,798	)		(477,798	)

NET LOSS	$	(240,193	)	$	(2,092,378	)	$	(6,419,061	)
								.
Deemed dividend on Preferred stock		266,666			-			266,666

NET LOSS ATTRIBUTABLE TO EPCYLON	$	(506,859	)	$	(2,092,378	)	$	(6,685,727	)

Net loss per common share		($0.00	)		($0.01	)

Basic and fully diluted weighted average common shares outstanding		165,094,395			160,107,944

COMPREHENSIVE LOSS
Net Loss		(240,193	)		(2,096,126	)
Foreign currency translation adjustment		(5,082	)		(971	)
NET COMPREHENSIVE LOSS	$	(245,275	)	$	(2,097,097	)

Epcylon Technologies
(formerly Mobile Integrated Systems Inc.)
Consolidated Cash flow statement

		For the Year			For the Year			From Inception
		Ended			Ended			September 16, 2008 to
		May 31, 2014			May 31, 2013			May 31, 2014
OPERATING ACTIVITIES:
Net loss	$	(240,193	)	$	(2,092,378	)	$	(6,419,061	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,743			4,120			31,061
Imputed rent		7,000			-			7,000
Realized trading gains		(62,372	)		-			(62,372	)
Gain on forgiveness of debt		(315,955	)		-			(315,955	)
Unrealized loss on trading securities		54,828						54,828
Stock based compensation		-			59,500			826,660
Common stock issued for services		-			455,467			605,467
Inducement charge on debt settled via Common stock		-			185,953			185,953
Cancellation of Common stock issued for services		-			9,833			(140,167	)
Imputed Interest		6,719			3,052			76,437
Changes in operating assets and liabilities:
Prepaid expenses		53,234			(55,813	)		(2,580	)
Local tax receivable		62,985			(38,551	)		(3,241	)
Accounts payable and accrued expenses		(17,914	)		272,129			463,735
NET CASH USED IN OPERATING ACTIVITIES		(449,925	)		(1,196,688	)		(4,692,235	)

INVESTING ACTIVITIES:
Acquisition of property & equipment		-			-			(31,060	)
Purchase of securities		(2,840,984	)		-			(2,840,984	)
Proceeds from sale of securities		3,247,513			-			3,247,513
NET CASH PROVIDED BY INVESTING ACTIVITIES		406,529			-			375,469

FINANCING ACTIVITIES:
Cancellation of shares		-			-			102,312
Proceeds from issuance of preferred stock		2,000,000			-			2,000,000
Proceeds from exercise of warrants		80,000			1,799,333			4,210,649
Proceeds from related party loans		262,936			300,000			1,249,058
Repayments of note payable to related party		-			(752,597	)		(752,597	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,342,936			1,346,736			6,809,422

Effect of exchange rates on cash		(5,082	)		-			(17,243	)

INCREASE (DECREASE) IN CASH		2,294,458			150,048			2,475,413
CASH - BEGINNING OF YEAR		180,955			30,907			-

CASH - END OF YEAR	$	2,475,413		$	180,955		$	2,475,413

Epcylon Technologies Inc
(formerly Mobile Integrated Systems Inc.)
Consolidated Statement of Stockholders'
deficit
For the years ended May 31, 2014 and
since inception

	Common Stock				Series A Preferred Stock
							Accumulated				Other
							Paid in		Accumulated		comprehensive
	Shares		Amount		Shares	Amount	capital		Deficit		loss		Total

Capital contribution in connection with formation of Mobilotto, Inc.							91						91
Net loss									(10,979	)			(10,979	)
Sale of 20,000,000 shares	100,000,000		10,000				10,000						20,000
Shares issued in connection with Acquisition of Mobilitto, Inc.	100,000,000		10,000				(10,000	)					0
BALANCE - MAY 31, 2009	200,000,000		20,000				91		(10,979	)	0		9,112

Sale of shares	75,000,000		7,500				142,500						150,000
Cancellation of Founders' shares	(5,000,000	)	(500	)			400						(100	)
Sale of shares	2,864,815		286				859,157						859,443
Other comprehensive loss resulting from foreign exchange transactions											(598	)	(598	)
Net loss									(1,122,792	)			(1,122,792	)
BALANCE - MAY 31, 2010	272,864,815		27,286				1,002,148		(1,133,771	)	(598	)	(104,935	)

Other comprehensive gain / (loss) resulting from foreign exchange conversions											(9,448	)	(9,448	)
Issuance of shares for Consulting services	1,000,000		100				149,900						150,000
Sale of shares	7,000,000		700				1,049,300						1,050,000
Cancellation of Founders' shares	(6,062,960	)	(606	)			485						(121	)
Issuance of shares to certain existing shareholders	2,864,815		286				(286	)					0
Cancellation of shares issued for Consulting services	(1,000,000	)	(100	)			(149,900	)					(150,000	)
Net loss									(1,322,635	)			(1,322,635	)
BALANCE - May 31, 2011	276,666,670		27,666				2,051,647		(2,456,406	)	(10,046	)	(387,139	)

Other comprehensive gain / (loss) resulting from foreign exchange conversions											11,475		11,475
Sale of shares, net of expense	2,803,500		280				386,603						386,883
Cancellation of Founders' shares	(107,500,000	)	(10,750	)			11,062						312

Exercise of Stock options	100,000			10					14,990									15,000
Cancellation of shares issued for Consulting services	(24,000,000	)		(2,400	)				(45,600	)								(48,000	)
Stock based compensation									767,160									767,160
Share reinstatement	6,062,960			606					(606	)								-
Net loss												(1,643,675	)					(1,643,675	)
BALANCE - May 31, 2012	154,133,130		$	15,412				$	3,185,256		$	(4,100,081	)	$	1,429		$	(897,984	)

Other comprehensive gain / (loss) resulting from foreign exchange conversions															(971	)		(971	)
Sale of shares, net of expense	6,900,000			690					1,379,091									1,379,781
Cancellation of Founders' shares	(1,753,500	)		(175	)				175									0
Debt repayment	3,972,092			397					795,705									796,102
Stock based compensation									59,500									59,500
Cancellation of note payable									90,174									90,174
Stock Sale for Services	540,000			54					118,746									118,800
Exercise of Warrants	333,500			33					66,667									66,700
Interest on related party loans									2,212									2,212
Adjustment to correct balance												13,591						13,591
Net loss												(2,092,378	)					(2,092,378	)
BALANCE - May 31, 2013	164,125,222			16,411					5,697,526			(6,178,868	)		458			(464,474	)

Other comprehensive loss resulting from foreign exchange conversions															(5,082	)		(5,082	)
Exercise of warrants	400,000			40					79,960									80,000
Sale of preferred shares						10,000,000	1,000		1,732,334									1,733,334
Beneficial conversion feature of preferred stock									266,666									266,666
Imputed interest on related party loans									6,718									6,718
Share issued on settlement of indebtedness	3,950,999			395					592,255									592,650
Imputed rent									7,000									7,000
Net loss												(240,193	)					(240,193	)
BALANCE – May 31, 2014	168,476,221			16,846		10,000,000	1,000		8,382,459			(6,419,061	)		(4,624	)		1,976,620

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2014

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Organization and Business Description

Epcylon Technologies Inc., formerly known as Mobile Integrated Systems Inc. and formerly as Loto 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.

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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents.

Trading Securities

Trading securities are recorded at fair value on a recurring basis and consist primarily of investments in corporate stocks. Realized trading gains and losses and unrealized gains and losses (fair value adjustments) are reported in statement of operations.

Property and Equipment

Property and Equipment are stated at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the expected useful life as follows:

Computer equipment and software	3 years
Office furniture and equipment	5 years
Leasehold improvements	Term of the lease

Repairs and maintenance expenditures are charged to operating expense as incurred. Replacements and major renewals are capitalized.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of the asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset, or group of assets, is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned. Revenue is realized or realizable when there is persuasive evidence of an arrangement, prices are fixed or determinable, services or products are provided to the customer, and collectability is probable and reasonably assured depending upon the applicable revenue recognition guidance followed. The following are specific revenue recognition policies. MIBI expects to have contracts between the mobile network operators and/or the lottery operators, depending upon the jurisdiction of business. Revenue from lottery services is determined as a percentage of the amount of retail sales of lottery tickets pursuant to the terms of the contract. This revenue will be recognized when the lottery purchase transaction is completed and confirmed to the mobile device.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Revenue from the sale of a lottery system, which includes the customization of software, is recognized on the percentage of completion method of accounting, based on the ratio of costs incurred to estimated costs to complete.

Revenue from the stealth software is recognized when subscription funds are received.

Revenue derived from software maintenance on lottery software is recognized ratably over the maintenance period.

Revenue derived from enhancements to lottery software is recognized at the time such enhancements are accepted by the customer.

Accounts Receivable and Allowance for Doubtful Accounts

We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to our customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required. We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are reevaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary. Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that we should abandon such efforts.

As of May 31, 2014 and 2013, there was no allowance required. Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Revenue and expenses accounts are translated at average exchange rates during the period. Historical cost balances are re-measured using historical exchange rates. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Fair Value of Financial Instruments

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash, prepaid rent, receivables, accrued liabilities, and notes payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Stock-Based Compensation

We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

Convertible Instruments

We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

We account for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. We also record when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares.

Preferred Stock

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity.

Recent Accounting Pronouncements

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740)(ASU 2013-11). The amendments in this update provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. These amendments provide that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company does not expect ASU 2013-11 to have a significant impact on its consolidated results of operations and financial condition.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Concentration of Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist principally of cash and cash equivalents. We maintain our cash accounts at high quality financial institutions with balances, at times, in excess of federally insured limits. Management believes that the financial institutions that hold our deposits are financially sound and therefore pose minimal credit risk.

Research and development

Research and development expenditures are charged to operations as incurred.

NOTE 3 – NOTES RECEIVABLE FROM RELATED PARTY

On August 20, 2012, the Company and Quantitative Alpha Trading (“QAT”), Inc., a related party, entered into two agreements: (i) an Arrangement Agreement, pursuant to which the Company was to acquire QAT; and (ii) a bridge loan agreement to ensure that QAT had sufficient funds to commercialize all of its products pending the closing of the Arrangement Agreement. The Company provided a non-revolving term credit facility in a maximum aggregate principal amount not to exceed CDN $800,000. The bridge loan carried an annual interest rate of 12% and was secured by first fixed and specific mortgage on the QAT assets. As of February 28, 2013, the balance due from QAT was $477,798, consisting of principal of $463,274 and accrued interest of $14,524. On March 15, 2013, the Company announced that it had terminated the Arrangement Agreement, as QAT was in breach of certain covenants under the Arrangement Agreement. The Company took steps to enforce its security interests under the bridge loan. The Company became the owner of all of the intellectual property of QAT, including the Stealth products for proprietary algorithmic securities trading systems and wrote off the loan at May 31, 2013.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

				Accumulated		2014
		Cost		Depreciation		Net		2013
Leasehold improvements	$	3,500	$	3,500	$	0	$	0
Computer equipment		18,950		18,950		0		0
Office furniture and equipment		8,610		8,610		0		1,742
Total	$	31,060	$	31,060	$	0	$	1,742

Depreciation expense for the years ended May 31, 2014 and 2013 was $1,742 and $4,120 respectively

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		May 31, 2014		May 31, 2013
Programming and systems testing	$	-	$	44,925
Legal		19,051		176,539
Audit		15,000		19,500
Consulting		9,040		12,594
General and administrative		16,413		214,812
Total	$	59,504	$	468,370

NOTE 6– SECURITIES SOLD NOT YET PURCHASED

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

		Fair value
Options sold short	$	398,985

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 7 – NOTES PAYABLE

		May 31, 2014		May31, 2013
Note payable due to related party (the Chief Executive Officer) with interest payable at 5% per annum, due June 21, 2015, unsecured.	$	46,125		-

Note payable due to related party with interest payable at 1% per annum, imputed to 5% due April 12, 2015*		-		300,839

	$	46,125	$	300,839

*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 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 imputed interest expense of $6,719 and $3,502 for the related party loan referred to above for the years ended May 31, 2014 and 2013, respectively.

NOTE 8 – 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.

NOTE 8 – 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.

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

NOTE 8 – STOCKHOLDERS’ DEFICIENCY – continued

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

NOTE 9 – INCOME TAXES

The Company was incorporated in the U.S, and its operations are in Canada. Currently, the Company has no operations or transactions in the U.S.

The comparison of income tax expense at the U.S. statutory rate of 35% in tax years 2014 and 2013, to the Company’s effective tax is as follows:

		May 31,
		2014			2013

U.S. Statutory Rate of 35%	$	(65,000	)	$	(730,000	)
Tax rate difference between Canadian and U.S		37,000			314,000
Change in valuation allowance	$	28,000		$	416,000

Effective Tax	$	0		$	0

Deferred income taxes assets are summarized as follows:

Available net operating losses	$	2,275,000		$	2,205,000
Valuation allowance		(2,275,000	)		(2,205,000	)
	$	-		$	-

NOTE 9 – INCOME TAXES - continued

The Company has approximately $2,450,000 of net operating loss carryforwards available to reduce future taxable income which expire from 2012 to 2031. Utilization of these carryforwards may be revised under Internal Revenue Code section 382 that reduces utilizable losses following a greater than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 10 – STOCK OPTION GRANTS

A summary of the Company’s stock option activity and related information is as follows:

Stock options	Number of shares			Weighted average		Aggregate
				exercise price per		Intrinsic
				share		Value
Outstanding, May 31, 2010	7,250,000		$	0.2621	$	1,900,000
Granted	–			–		–
Exercised	–			–		–
Cancelled or expired	–			–		–
Outstanding, May 31, 2011	7,250,000		$	0.2621	$	1,900,000
Granted	18,657,925		$	0.2071	$	3,863,378
Exercised	(100,000	)	$	0.1500	$	(15,000	)
Cancelled or expired	(9,097,925	)	$	0.2698	$	(2,454,378	)
Outstanding, May 31, 2012	16,710,000		$	0.1971	$	3,294,000
Exercised	(333,500	)	$	0.1999	$	(66,667	)
Outstanding, May 31, 2013	16,376,500		$	0.1971	$	3,227,333
Cancelled or expired	(8,626,500	)	$	0.1971	$	(2,963,833	)
Outstanding, May 31, 2014	7,750,000		$	0.1650	$	263,500

The Company did not issue any options in 2014 and 2013.

For fiscal years 2012 and 2010, the Company granted 18,657,925 and 7,250,000 respectively option awards to directors of the Company. The weighted average fair value per share of the options granted for the year ended May 31, 2012 as computed using the Black –Scholes pricing model was $0.03. The weighted average assumptions used to estimate these fair values are as follows:

		Fiscal Year Ended
	May 31, 2012	May 31, 2011	May 31 2010
Dividend yield	0.0%	–	0.0%
Expected volatility	30.3%	–	34.8%
Expected term (years)	2.88	–	3
Risk-free interest rate	0.34%	–	1.59%

NOTE 10 – STOCK OPTION GRANTS (continued)

A summary of the status of the Company’s unvested stock options is as follows:

	Number of Options		Weighted Average Grant
			Date Fair Value (per
			share)
Unvested options at May 31, 2011	–		–
Options granted	18,657,925		$0.21
Options exercised	(100,000	)	$0.15
Options cancelled or expired	(9,097,925	)	$0.27
Options vested	(8,710,000	)	$0.15
Unvested options at May 31, 2012	750,000		$0.30
Options exercised	(333,500	)	$0.20
Unvested options at May 31, 2013	416,500		$0.30
Options cancelled	(166,500	)	$0.30
Options vested	(250,000	)	$0.30
Unvested options at May 31, 2014	-		-

On April 19, 2010, the Company granted 4,500,000 options to three members of the Company’s Board of Directors at an exercise price of $0.30 per share. The options will vest on April 19, 2011, and 4,750,000 options may be exercised on April 19, 2011 and a further 4,750,000 options may be exercised on April 19, 2012. The right to exercise all of the options will expire and terminate on April 19, 2013. The Company has determined that the options were issued at fair value and as such no expense has been recorded.

On April 19, 2010 a director of the Company was granted compensation arrangements which provide that he may elect compensation in either cash or in options of the Company as follows: in 2010, $75,000 if election for cash or 1,250,000 shares at the option exercise price of $0.20 per share if election for options; in 2011 $150,000 if election for cash or 1,500,000 shares at the option exercise price of $0.20 per share if election for options. The director may elect compensation either in cash or in options with respect to 2010 on April 19, 2011 and April 19, 2012 with respect to 2011. In the event options are selected all such options shall be fully vested and exercisable upon the respective date of grant and may exercise until expiration on April 19, 2013. The Company has determined that the options were issued at fair value and as such no expense has been recorded. The director chose 1,250,000 options for his 2010 grant. The director resigned on February 1, 2012 thereby surrendering all of his options in the Company.

333,500 were exercised during the year ended May 31, 2013.

NOTE 11 – SUBSEQUENT EVENTS

On July 24, 2014, the Company entered into a second Loan Agreement with the Company’s director and CEO, Peter George, for the amount of $950,000. The loan is unsecured and is due to be paid back in one lump payment, on, or before August 24, 2015, with interest at a rate of 5% per annum.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had any changes in or disagreements with our accountants regarding accounting and financial disclosure.

ITEM 9A: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of May 31, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on such evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC's rules and forms.

Subsequent to the period covered by this Report, the Company initiated new procedures regarding internal controls over financial reporting and disclosure controls and procedures. The Company anticipates that such controls and procedures will be effective in the future for purposes of recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC's rules and forms. We intend to further upgrade the amount of financial and personnel resources we spend on our accounting function as our operations develop and expand.

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 the Company’s 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 the Company has material defects in its internal control over financial reporting. Specifically they determined that there is a lack of expertise in U.S. GAAP among the Company’s management personnel. They also determined that the size of the Company’s accounting staff and low number of supervisory personnel prevented an appropriate segregation of accounting functions. Accordingly, based on this evaluation, management concluded that our internal control over financial reporting was not effective as of May 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 May 31, 2014 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

Not applicable.

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

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

MANAGEMENT AND CERTAIN SECURITY HOLDERS

Directors, Executive Officers, Promoters and Control Persons

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

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

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

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

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

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

The following table presents information with respect to our officers, directors and significant employees as of May 31, 2014:

Name	Age	Position
Peter George	44	Chief Executive Officer and Director
Kyle Appleby	39	Chief Financial Officer
Todd Halpern	64	Director
Loris Macor	53	Director
Doug Mckay	50	Director
Cato Kemler	43	Director

Biographical Information Regarding Officers and Directors

Todd Halpern- Chairman and Director

Mr. Halpern currently resides as President of Halpern Enterprises. Mr. Halpern and his family have been in the business of importing fine wines and spirits into Canada for over 57 years. Mr. Halpern joined Halpern Enterprises in 1979, and since has grown the company tremendously. Today, the company represents over 100 of the World’s finest wine and spirit producers.

Serving on the Toronto General Hospital Board since 2005, Mr. Halpern is Board Champion of the Krembil Neuroscience Centre’s Krembil Discovery Tower and Krembil Neuro Program. He is also Chair of the Grand Cru Culinary Wine Festival, which benefits research at University Health Network.

Mr. Halpern was also a member of the Board of Sentinelle Medical Inc. and was involved in the successful acquisition of the company by Hologic Inc.

Peter George – Chief Executive Officer and Director

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

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

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

Cato Kemmler- President and Director

Throughout his career, Mr. Cato Kemmler has been instrumental in growing a number of private companies worldwide. He is the President of Omega SmartBuild, an international sustainable building and circular economy specialist that has focused on the development of affordable housing on three continents. Mr. Kemmler has a strong and proven background in multinational business development and origination, intercultural negotiations and corporate management. As a Partner and General Manager of OmegaGroup, he was in charge of the development of a portfolio of 5 five-star plus hotels in European business cities, and negotiated a 100 million annual investment commitment from a German fund for Omega’s energy division (formerly energyONE). He also secured the exclusive representation of Economic Zones World, Government of Dubai for Germany.

Mr. Kemmler received his university and postgraduate education at Bowdoin College, Boston University and University of Oxford.

Doug McKay- Director

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

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

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

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

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

Loris Macor – Director

During the past forty years, Mr. Macor has been a chartered accountant with Coopers & Lybrand (now PwC) where he served public and private companies focusing on owner-managed businesses servicing the automotive, retail, distribution and agricultural sectors. Mr. Macor was also involved in management and leadership roles at PwC. Mr. Macor continues to be an active partner at PwC Southwest Ontario Region. During his tenure with PwC, Mr. Macor assumed the role of market leader in 2009 leading a group of professionals in servicing both private and public companies. During 2009, he also assumed the responsibility of regional representative of PwC's National Tax Quality & Risk Management Committee, which set policy and provided guidance for the tax practice across the firm. In 2008, Mr. Macor assumed the tax leadership role for the PwC Southwest Ontario region with a staff of 55 tax professionals. In 2006, Mr. Macor founded "Wealth and Tax Matters", a publication published by PwC. He also acted as editor of the publication until recently and continues to be involved with a team of PwC tax professionals on its production. During 1986-1998, Mr. Macor served as tax partner in charge of Coopers & Lybrand Windsor practice until the merger with Price Waterhouse. Under this leadership, the tax practice grew from two professionals to over twelve tax professional staff. Lastly, in 1986, Mr. Macor was admitted to the Coopers & Lybrand partnership.

Mr. Macor has been involved with several career-related professional bodies and business development related organizations including, but not limited to, the Canadian Association of Mould Makers, the Canadian Italian Business Professional Association, the Society of Trust and Estate Practitioners, the Windsor Estate Planning Council and the Canadian Tax Foundation.

Mr. Macor is also involved in community service and personal interest organizations including, but not limited to, Hotel Dieu Grace Hospital Foundation and the Melissa Macor Scholarship Fund, which has awarded in excess of $60,000 over the past ten years to graduating students.

Kyle Appleby- Chief Financial Officer

Mr. Appleby, CPA, CA serves as our Chief Financial Officer. Mr. Appleby has over 15 years’ experience in public accounting and has been providing part-time CFO, and other financial accounting and compliance services to both public and private companies since 2007. Prior to 2007 Mr. Appleby worked for several public accounting firms in Canada. Mr. Appleby is a member of the Chartered Professional Accountants of Canada.

Term of Office

All of our directors are appointed for a one-year term to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders. Our executive officers are appointed by our Board of Directors and hold office until removed by the Board.

Significant Employees

At the present time, we have one key employee in addition to our officers and directors.

John Hollander– Employee, Programmer. John serves as Head of IT Programming of Epcylon Technologies, Inc. and is responsible for project management and systems design, John is an expert in the development and optimization of market analysis tools and automated trading systems.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present director (or person nominated to become director), executive officer, founder, promoter or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the executive officers and directors, and persons who beneficially own more than 10% of the equity securities of reporting companies, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we received, we believe that during the year ended May 31, 2014, all such filing requirements applicable to our Company were complied with.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To the knowledge of the Company, there have been no reported violations of the Code of Ethics. In the event of any future amendments to, or waivers from, the provisions of the Code of Ethics, we intend to describe on our Internet website, www.epcylon.com, within four business days following the date of a waiver or a substantive amendment, the date of the waiver or amendment, the nature of the amendment or waiver, and the name of the person to whom the waiver was granted.

Whistleblower Procedures Policy

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors of the Company has adopted a Whistleblower Procedures Policy, stating that all employees of the Company and its subsidiaries are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters. Under the Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities. In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company. The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis. Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.

Board Committees 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 year ended May 31, 2014 to the procedures by which security holders may recommend nominees to our board of directors.

Advisory Board

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

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

ITEM 11: EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth compensation for each of the past two fiscal years with respect to each person who served as our Chief Executive Officer and each of our four most highly-compensated executive officers who earned a total annual salary and bonuses that exceeded $100,000 in any of the two preceding fiscal years.

Summary Compensation Table

							Change in
							Pension
							Value and
						Non-Equity	Nonqualified
				Stock	Option	Incentive Plan	Deferred	All Other
Name and Principal		Salary	Bonus	Awards	Awards	Compensation	Compensation	Compensation	Total
Position (1)	Year	($)	($)	($)	($)	($)	Earnings ($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Peter George (2) Chief Executive Officer and Director	2014	$0							$0

Kyle Appleby (3) Chief Financial Officer, Former Chief Executive Officer and Former Director	2014	$8,000							$8,000

Cato Kemmler (4) President and Director	2014	$0							$0

Abbas Damji (5) Chief Financial Officer, Former Chief Executive Officer and Former Director	2014

Murray Simser (6) President, Chief Executive Officer and Director	2013 2012	$160,000 $160,000							$160,000 $160,000

Emlyn David (7) Chief Financial Officer, Former Chief Executive Officer and Former Director	2013 2012	$0 $0							$0 $0

	(1)	Other than as set forth above, no other officers of the Company earned over $100,000.

	(2)	On April 2, 2014, Mr. Peter George was appointed as our Chief Executive Officer and to the Board of Directors.

	(3)	On February 6, 2014, Mr. Kyle Appleby was appointed as our Chief Financial Officer.

	(4)	On October 11, 2013, Mr. Cato Kemmler was appointed as our President and to the Board of Directors.

	(5)	Effective June 3, 2013, Mr. Abbas Damji was appointed as our Chief Executive Officer and to the Board of Directors. Mr. Abbas Damji resigned on October 11, 2013.

	(6)	Effective March 8, 2013, Mr. Murray Simser resigned as our President and Chief Executive Officer. Mr. Simser had also served as a member of our Board of Directors since July 3, 2012.

	(7)	Effective February 6, 2014, Mr Emlyn David resigned as our Chief Financial Officer. Effective as of May 14, 2012, Mr. Emlyn David resigned as the our Chief Executive Officer.

	(8)	Effective as of May 14, 2012, Mr. Fulvio Ciano resigned as our President and Chief Financial Officer and as a member of the Board. Effective as of May 25, 2012, Mr. Fulvio Ciano resigned as our Chief Technology Officer.

	(9)	Effective as of October 21, 2011, Mr. Stephen Knight resigned as our Chief Executive Officer, Chief Financial Officer and as a member of the Board of Directors.

Employment Agreements

Kyle Appleby

We entered into a consulting agreement with Mr. Appleby pursuant to which a company owned by Mr. Appleby shall be compensated for his services to us at a rate of $2,000 Dollars per month, payable by $1,000 in cash and $1,000 in common stock.

At the present time, we do not have an employment agreement with any other officer of the Company.

Director Compensation for the year ended May 31, 2014

During the fiscal year ended May 31, 2014, none of our directors received any compensation for their services, except for as set forth in the Summary Compensation Table above.

Outstanding Equity Awards at Fiscal Year-End (1)

Number of

Securities

Underlying

Unexercised

Options (#)

Option Exercise

Option Expiration

Name

Exercisable

Unexercisable

Price

Date

Todd Halpern

7,000,000

.15

November 29, 2014

Todd Halpern

750,000

.30

November 29, 2014

(1)	Mr. Halpern is a director of the Company.

ITEM 12:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the number of shares of common stock beneficially owned as of August 28, 2014 by (i) those persons or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect to their shares. The percentage of ownership set forth below reflects each holder’s ownership interest in the 168,476,221 shares of the Company’s common stock issued and outstanding as of August 28, 2014.

Amount and Nature of
Beneficial Ownership

				Percentage of
		Options/		Shares
Name and Address of Beneficial Owner	Shares	Warrants (1)	Total (1)	Outstanding (1)
Five Percent Stockholders
2238646 Ontario Inc. (2)	97,040,000	0	97,040,000	57.6%

Executive Officers and Directors
Todd Halpern, Director (3)	0	7,750,000	7,750,000	4.6%

All officers and directors as a group (6 persons)	97,040,000	7,750,000	104,790,000	62.2%

For each individual or entity listed above, the mailing address is: c/o Epcylon Technologies, Inc., 131 Bloor Street, Suite 200/372, Toronto, Ontario, Canada M5S 1R8, except as otherwise indicated below.

(1) Includes options and warrants exercisable as of the date hereof or within 60 days hereafter. The Company is unaware of any pledges of any shares, options or warrants by any of the individuals or entities listed above.

(2) Debra Swain in Trust has sole voting and dispositive control over shares of our common stock owned by 2238646 Ontario Inc., an Ontario corporation located at 23 Bedford Road, Toronto, Ontario M5R 2J9, Canada. Debra Swain is the sole officer, director and shareholder of 2238646 Ontario Inc.

(3) Todd Halpern has been granted options to purchase 7,750,000 shares of our common stock as follows. He has been granted options to purchase 7,000,000 shares of our common stock at a purchase price of $.15 per share. Such options have vested and are exercisable. Mr. Halpern has also been granted options to purchase 750,000 shares of our common stock, with a vesting date effective as of November 29, 2012 and an exercise price of $.30 per share. Half of such options became exercisable on November 29, 2012 and the other half on November 29, 2013. Such options will terminate on November 29, 2014.

Potential Changes in Control

At the present time, there are no arrangements known to us, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Stock Option Plan Information

To date, we have not adopted a Stock Option Plan. We may adopt an option plan in the future.

Adverse Interests

We are not aware of any material proceeding to which any of our directors, officers, or affiliates, or any owner of record or beneficially of more than five percent of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

BOARD COMMITTEES; DIRECTOR INDEPENDENCE

Currently, all actions that would otherwise be performed by standing committees of the Board of Directors are performed by the entire Board, except for our audit committee, which handles the hiring of our independent public accountants and the oversight of the independent auditor relationship, the review of our significant accounting policies and our internal controls. Our audit committee consists of Loris Macor and Todd Halpern.

The Board of Directors has analyzed the independence of each director and has determined that two of the Company’s five directors, Loris Macor and Todd Halpern, are independent under the rules of the NASDAQ Stock Market LLC. The Board of Directors has determined that each of the Company’s remaining directors has relationships that would cause him and her not to be an “independent director” under the specific criteria of Section 5605(a)(2) of the NASDAQ Manual.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees of Paritz & Company, P.A. for professional services rendered for the audit of the Company's annual financial statements for the year ended May 31, 2014, totaled $15,000. The aggregate fees of Paritz & Company, P.A for professional services rendered for the audit of the Company's annual financial statements for the year ended May 31, 2013, totaled $13,500.

Audit-Related Fees

The aggregate fees billed by Paritz & Company, P.A. for audit related services for the year ended May 31, 2014 and which are not disclosed in “Audit Fees” above, were $2,000. The aggregate fees billed by Paritz & Company, P.A. for audit related services for the year ended May 31, 2013 and which are not disclosed in “Audit Fees” above, were $6,000.

Tax Fees

The aggregate fees billed by Paritz & Company, P.A for tax compliance for the year ended May 31, 2014, were $0. The aggregate fees billed by Paritz & Company, P.A for tax compliance for the year ended May 31, 2013, were $0.

All Other Fees

The aggregate fees billed for services other than those described above, for the years ended May 31, 2014 and May 31, 2013, were $0.

Audit Committee Pre-Approval Policies

Our Board of Directors reviewed the audit and non-audit services rendered by Paritz & Company, P.A during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

Financial Statements for the period from inception (September 16, 2008) to May 31, 2013.

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 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.

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.

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.

Exhibit 10.25	Employment Agreement, by and between the Company and Murray Simser, dated as of May 14, 2012.

Exhibit 10.26	Stock Option Agreement, by and between 2238646 Ontario Inc. and Murray Simser, dated as of May 14, 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.

Exhibit 21	List of Subsidiaries.

Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

	By:	/s/ Peter George
		Name: Peter George
		Title: Chief Executive Officer (Principal
		Executive Officer)

	By:	/s/ Kyle Appleby
		Name: Kyle Appleby
		Title: Chief Financial Officer (Principal
		Financial Officer and Principal
		Accounting Officer)

Dated: September 3, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Peter George
Name: Peter George
Title: Director
Dated: September 3, 2014

/s/ Loris Macor
Name: Louis Macor
Title: Director
Dated: September 3, 2014

/s/ Todd Halpern
Name: Todd Halpern
Title: Director
Dated: September 3, 2014

/s/ Doug Mckay
Name: Doug Mckay
Title: Director
Dated: September 3, 2014

/s/ Cato Kemmler
Name: Cato Kemmler
Title: Director
Dated: September 3, 2014

Exhibit Index

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 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.

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.

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.

Exhibit 10.25	Employment Agreement, by and between the Company and Murray Simser, dated as of May 14, 2012.

Exhibit 10.26	Stock Option Agreement, by and between 2238646 Ontario Inc. and Murray Simser, dated as of May 14, 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.

Exhibit 21	List of Subsidiaries.

Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

Epcylon Technologies, Inc. - FORM 10-K - September 5, 2014

Attached files

Epcylon Technologies, Inc. Reports