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

Amendment No. 1 to
Form 10-Q/A

Mark One

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

For the quarterly period ended August 31, 2015

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

For the transition period from _______ to _______

Commission File No. 333-141060

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

34 King Street E, Suite 1010
Toronto, Ontario
Canada M5C 2X8
(Address of principal executive offices)

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

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

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

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

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

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

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EPCYLON TECHNOLOGIES INC.

Form 10-Q

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PART I

ITEM 1. FINANCIAL STATEMENTS

This Quarterly Report on Form 10-Q is being amended to include updated disclosure regarding the resignation of our prior Chief Executive Officer and a letter dated September 28, 2015 from our prior Chief Executive Officer, which was included as Exhibit 17 to that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2015.

FORWARD-LOOKING STATEMENTS

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

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Epcylon Technologies Inc.
Consolidated statements of comprehensive loss
(unaudited)

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NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The attached consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 14, 2015. The results of operations for the three months ended August 31, 2015 are not indicative of results for the full fiscal year or any other period.

Organization and Business Description

Epcylon Technologies Inc., formerly known as Mobile Integrated Systems Inc. (the “Company” or “Epcylon”), together with its wholly owned subsidiaries Mobilotto Systems Inc., (“MIBI”), Delite Americas Inc., and Omega Smartbuild Americas Inc., are engaged through its Stealth branded products, in the business of researching, developing and commercializing proprietary algorithmic securities trading systems. The Company uses its Stealth trading system to trade securities with some of its existing excess capital. 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 OTCPINK under the symbol PRFC.

Since inception the Company has been engaged in organizational activities, has been developing its business model and software platforms. The Company has not earned any material revenue from operations, other than a onetime payment for a mobile application in a prior year.

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NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)

Basis of Consolidation

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

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Company’s May 31, 2015 annual financial statements.

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

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

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NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 5 – SECURITIES SOLD NOT YET PURCHASED

Marketable securities owned and on margin consisting of equity securities owned by the Company. As at August 31, 2015 securities at market value were as follows:

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

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NOTE 6 – NOTES PAYABLE –RELATED PARTY

NOTE 7 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

During the period June 1, 2015 through August 31, 2015, 1,500,000 of Series A Preferred Stock was redeemed at $0.20 per share for proceeds of 300,000.

Series B Preferred Stock

On September 17, 2014 the Company filed a Certificate of Designation of Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock carries a par value of $0.001 and is convertible into common stock on a 1 preferred share for 1 common share basis. Preferred shares are entitled to a dividend at the discretion of the Board of Directors. The Corporation may, by providing a five day notice, redeem such Series B Preferred Stock at a redemption price of $0.20. Each holder of Series B Preferred Stock shall at their option convert the shares of Series B Preferred Stock into shares of common stock on a one preferred share for one common share basis.

On June 21, 2015, a $50,000 note payable matured, and as per the provisions of the loan, the principal and interest automatically converted to 250,000 Series B Preferred Stock at a price of $0.20 per share.

On August 21, 2015 a $950,000 note payable matured, and as per the provisions of the loan, the principal and partial interest automatically converted to 4,750,000 Series B Preferred Stock at a price of $0.20 per share.

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NOTE 8 - RELATED PARTY TRANSACTIONS

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

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

In addition, the Loan Agreements provide that George may convert all or part of the loan, including principal and accrued interest, into shares of Series B preferred stock at a per share price of $0.20. In the event that neither the Company has redeemed the Loan Agreements nor George has converted the Loan Agreements, there shall be an automatic conversion of the Loan Agreements into shares of the Series B preferred stock. The conversion price per share shall be the lowest trading price of the Company's shares on the OTCQB by using the lowest share price of the preceding five (5) business days prior to the termination date of the Loan Agreement with a minimum price of $0.20.

See notes 6 and 7 regarding additional related party loans and the conversion of the notes to Series B Preferred Stock.

NOTE 9 – COMMITMENTS

The Company is obligated under a lease agreement through May, 2018 which provides for annual rentals, on a straight-line basis, of approximately $34,000. In addition, the Company will pay, as additional rent, its proportionate share of real estate taxes and certain operating expenses.

Rental expense, including real estate taxes and operating expenses, charged to operations for the year ended August 31, 2015 aggregated approximately $20,000 in 2015 and $nil in 2014.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements have been issued and has determined that there have been no reportable subsequent events.

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

GENERAL

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

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

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

DESCRIPTION OF BUSINESS

Epcylon is a financial technology company, based in Toronto, Ontario that develops proprietary software platforms for the financial industry, specializing in the capital markets vertical. Epcylon’s vision is to enable profitable trading for everyone. It will achieve this vision through its mission statement of providing financial freedom and a higher standard of living by developing empowering tools that make trading easier.

We are marketing the acquired Stealth Trader software through various distribution channels. The software is an intelligence-based system that predicts future behavior of securities among various asset classes, including equities, options, futures, currencies, and exchange-traded funds (ETFs). We will be licensing our financial software to financial institutions and individuals as a source of revenue. Our financial software is also distributed through online resellers and affiliates.

The Stealth Trader software platform has been commercialized for both institutional traders and retail traders. Stealth Trader is an approved Bloomberg App Portal available on Bloomberg terminals worldwide. We are currently in negotiations to distribute the Stealth Trader platform to various institutions through integration of their internal technologies.

Stealth Trader is a mathematical and cognitive psychology based market visualization instrument that filters complex market information to explicitly depict the sentiment and perception of market participants through the electronic order book.

In addition to Stealth Trader, is the completion of the Colony Auto-Trader (“Colony”). The Colony is a fully automated trading system that does not involve human interaction other than for system risk management.

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STEALTH TRADER SOFTWARE

Stealth Trader is the first real-time and revolutionary 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.

Stealth Trader 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.

Stealth Trader uniquely presents 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.

Stealth Trader provides information, in a proprietary format, that a trader requires and provides in a way enabling the trader to draw instant and accurate conclusions than he would otherwise derive based on charting and other indicators.

Stealth Trader is well positioned to execute on this objective.

Competitive Advantages of Stealth Trader:

Our three (3) core packages as part of offering the Stealth Trader platform include - Stealth Trader – Basic , Stealth Trader - Professional, and Stealth Trader - Ultimate. These core products will be augmented with additional products and services that will include but not be limited to the following:

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Stealth Trader was recently launched in early March, 2015 with customers previously licensing our software through the monthly subscription model.

THE COLONY AUTO-TRADER

The Colony Auto-Trader (“Colony”) is an intelligence-based proprietary and automated trading algorithm that trades securities intraday by exploiting market inefficiencies through the use of complex mathematics/statistics. The Colony can be used to successfully trade securities across various asset classes including equities, options, futures, currencies, fixed income, and exchange-traded funds. It is a perfectly scalable trading platform that can trade securities on multiple markets globally.

The Colony platform can be used for any capital market around the world provided securities traded satisfy minimum scanning/filtering requirements (i.e., volatility, narrow bid-offer spreads, daily volume thresholds, liquidity). The Colony maximizes profits through speed of execution and automation.

The Colony does not involve human interaction to generate trades; instead, it automatically executes trades based on previously established filters. It has capacity of trading up to two-thousand (2,000) securities, while operational optimization and effectiveness is limited to 40-60 securities for a given capital market, on any given trading day. Although the Colony eliminates the need for human decision-making, it does require a human to manage various risks throughout the day. A risk manager will be overseeing the Colony on a daily basis to ensure its performance is continually optimized.

Epcylon will establish a discretionary trading fund either within Epcylon or as a separate and independent entity. The goal is to use the fund to trade multiple capital markets, across multiple asset classes, in multiple time zones, while exploiting intraday inefficiencies in securities prices.

The Colony is not available to the public and is strictly used for internal purposes to generate revenue for the Company.

MOBILE LOTTERY SOFTWARE

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

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

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On September 22, 2015, the Company was granted a patent in Canada and the United States for a method and system for enabling gaming via a mobile device. This patent is related to a proprietary geolocation technology for the lottery and gaming industry enabling next-generation mobile gaming. The Mobilotto solution focuses on location/jurisdictional verification. Operators holding lottery licenses, or in partnership with the license holder can securely verify popular mobile games through Mobilotto's technology. Mobilotto provides a comprehensive solution custom tailored to each operator's regulatory environment, security needs, and player/client capabilities. The Company is currently examining the different alternatives to economically benefit from this patent.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion and analysis addresses the results of operations for the three months ended August 31, 2015 as compared to the results of operations for the three months ended August 31, 2014. The discussion and analysis then addresses the liquidity and financial condition of the Company, and other matters. The following discussion further contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

We may require additional capital to meet our long-term operating requirements. Additional capital could be raised through, among other things, the sale of equity or debt securities.

Three Month Period Ended August 31, 2015 Compared to the Three Month Period Ended August 31, 2014

Our net loss for the three month period ended August 31, 2015 was $500,315 compared to a net loss of $169,271 for the three month period ended August 31, 2014 (an increase of $331,044). We generated revenue from our Stealth trading platform in the amount of $6,899 for the three months ended August 31, 2015, compared to $2,833 for the three months ended August 31, 2014 (an increase of $4,066).

During the three months ended August 31, 2015 we incurred operating expenses of $184,833 compared to $133,413 incurred during the three months ended August 31, 2014 (an increase of $51,420).

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During the three months ended August 31, 2015, we focused on executing our business plan to bring us from a research and development technology company, to commercializing our products. In order to achieve this goal, operating expenses increased through the three month period ended August 31, 2015 as compared to the three month period ended August 31, 2014. Material increases in operating expenses were primarily due to the increase in consulting fees and rent. In February of 2015, we contracted with a new CEO to help execute our plan. The CEO charged a monthly management fee of $10,000, which was not incurred in the prior period. Rent increased as we leased office space in November 2014.

Our operating loss during the three month period ended August 31, 2015 was ($177,934) compared to an operating loss of ($130,580) during the three month period ended August 31, 2014.

During the three month period ended August 31, 2015, we also had a net interest expense on related party loans of $12,083 (2014 - $6,040), realized trading gains (losses) of $101,308 (2014 – $(52,369), unrealized (loss) gains on securities sold short of $430,713 (2014 – $19,718), and a foreign exchange gain of $19,107 (2014 – $nil).

After deducting other expenses, our net loss during the three month period ended August 31, 2015 was ($500,314) compared to a net loss of ($169,271) during the three month period ended August 31, 2014.

During the three month period ended August 31, 2015, we also had a foreign currency transactional adjustment of ($1,305) (2014: ($12,877).

Therefore, our comprehensive loss during the three month period ended August 31, 2015 was ($501,620) or ($0.00) per share compared to a comprehensive loss of ($182,148) or ($0.00) per share during the three month ended August 31, 2014. The weighted average number of shares outstanding was 168,476,221 for the three months ended August 31, 2015 and 164,366,980 for the nine months ended August 31, 2014.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2015 our current assets were $2,574,591 and our current liabilities were $1,000,053, which resulted in a working capital of $1,574,538. As of August 31, 2015, current assets were comprised of: (i) $2,520,850 in cash; (ii) $49,728 in local tax receivable; and (iii) $4,013 in prepaid expense. As of August 31, 2014, total and current liabilities were comprised of: (i) $83,097 in accounts payable and accrued expenses (ii) $777,004 of marketable securities sold short and (iii) $139,952 of notes payable.

As of August 31, 2015, our long term assets were $40,753 comprised of $31,868 of equipment and leasehold improvements, and a security deposit in the amount of $8,885. The decrease in total assets during was primarily due to the cash used in operations.

As of August 31, 2015, our total liabilities were comprised of current liabilities and deferred rent of $5,184. The decrease in liabilities during the period was primarily due to the conversion of the notes payable to series B preferred stock (offset by the increase in securities sold short).

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the three months ended August 31, 2015, net cash flows used in operating activities was $167,054 compared to $124,856 used during the three months ended August 31, 2014.

Cash Flows from Investing Activities

For the three months ended August 31, 2015, cash used in investing activities comprised the purchase of securities in the amount of $17,233,775 (2014 – 2,807,319) and the cost of equipment and leasehold improvements of $2,604 (2014 - $nil) and, net of proceeds on the sale of securities $17,458,972 (2014 - $ 2,449,410).

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the three months ended August 31, 2015 net cash flows used in financing activities was $160,048 consisting of payments of $300,000 (2014 - $nil) on the redemption of the Class A preferred stock, offset by the proceeds from notes payable of $139,952 (2014 - $953,879).

As of August 31, 2015, we had cash of $2,520,850. This represented a decrease from May 31, 2015, at which time we had cash in the amount of $2,626,664. As at August 31, 2015, $1,700,000 of the cash has restricted use, as per a management agreement with the Series A preferred stock holders.

CURRENT OUTLOOK

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

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

We may hire more staff in the areas of product development, customer support, sales, marketing, and risk management. Additional staff is critical as we scale our products and continually add new and innovative features to our product suite to enhance the customer experience.

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

Working Capital

We are actively seeking sources of funding.

MATERIAL COMMITMENTS

We are obligated under a lease agreement through May, 2018 which provides for annual rental, on a straight-line basis, of approximately $34,000. In addition, we will pay, as additional rent, our proportionate share of real estate taxes and certain operating expenses.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Exchange Rate

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

Interest Rate

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

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

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

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Our management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). That evaluation disclosed that we have material defects in our internal control over financial reporting. Specifically they determined (i) that there was a lack of entity level control; and (ii) that the size of our accounting staff and low number of supervisory personnel prevented an appropriate segregation of accounting functions. Accordingly, based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, 2015.

Changes in Internal Control Over Financial Reporting

We anticipate that our controls and procedures will be effective in the future for purposes of recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC's rules and forms. We intend to further upgrade the amount of financial and personnel resources we spend on our accounting function as our operations develop and expand.

There were no further changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended August 31, 2015 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

AUDIT COMMITTEE

Our audit committee consists of Todd Halpern and John Fitzgerald. 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

Todd Halpern is the audit committee’s financial expert. Our Board of Directors has determined that Mr. Halpern’s experience qualifies him for such position. The Board of Directors has analyzed the independence of each of our directors and has determined that Mr. Halpern 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.

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Disclosure Committee

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

Director Nominations

There have been no changes in the quarter ended August 31, 2015 to the procedures by which security holders may recommend nominees to our board of directors.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

No report required

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

No securities issued during the quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SATEFY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

Effective on September 22, 2015, the Board of Directors accepted the resignation of Jack J. Bensimon as the Chief Executive Officer and member of the Board of Directors of the Company. We previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2015 that Mr. Bensimon had not expressed any disagreement with us on any matter relating to our operations, policies or practices.

Subsequently, we received a letter dated September 28, 2015 from Jack J. Bensimon (the "Letter) pursuant to which Mr. Bensimon stated that he had certain disagreements with us. Our management adamantly opposes the accuracy and/or truthfulness of Mr. Bensimon's position regarding his concerns and issues. As of the date of this Quarterly Report, our management is working to address and resolve the issues , which may include vigorously pursing legal recourse in Ontario, Canada. The letter was filed as Exhibit 17 to the amendment to Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2015.

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Therefore, as of the date of this Quarterly Report, the Board of Directors consists of the following members: Todd Halpern, Gary Schwartz, John Fitzgerald and Leon Redensky.

Gary Schwartz, as director of lead strategies on behalf of the Company, will be overseeing our day-to-day operations until a replacement for Chief Executive Officer has been appointed. As of the date of this Quarterly Report, certain prospects for appointment as the Chief Executive Officer are under consideration by the Board of Directors based upon prospective future business operations of the Company.

ITEM 6. EXHIBITS

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

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SIGNATURES

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

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