UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED – ~~JANUARY~~FEBRUARY 523, 2016

EPCYLON TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

NEVADA	000-53770	27-0156048
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		Number)

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

(416) 479-0880 (Registrant's telephone number, including area code)

(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

1[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~License~~Memorandum ~~Agreement~~of Understanding

Effective on ~~January~~February 523, 2016, the Board of Directors of ~~Epcylon~~ Epcylon Technologies Inc., a Nevada corporation (the “Company”), authorized and ~~approved~~ approved the execution of that certain ~~license~~memorandum ~~agreement~~of understanding (the “~~License~~Memorandum ~~Agreement~~of Understanding”) with ~~Tactex~~ ~~Asset~~Inditrade ~~Management~~Capital ~~Inc~~Ltd., a corporation organized under the laws of the ~~Province~~ ofRepublic ~~Quebec (“Tactex”). In accordance with the terms and provisions~~ of ~~the~~ ~~License~~India Agreement, the Company granted a license to Tactex to use its products including, but not limited to, the Stealth Console products, which are trading tools that filter real-time market data to generate market perception and sentiment visualization (~~the~~ “~~Products~~INT”)~~, within the structure of Tactex’s existing asset management organization by its employees and portfolio managers in the financial markets~~. Tactex is a duly licensed portfolio manager in Quebec, Ontario, New Brunswick, Alberta and British Columbia and is qualified to perform portfolio management of client accounts in full compliance with existing regulatory requirements. In further accordance with the terms and provisions of the License Agreement, Tactex agrees to pay to the Company certain fees associated with its use of the Company’s Products. The Company also has agreed to provide Tactex with initial training sessions of up to three months with one of the Company’s Stealth Console experts.

The ~~foregoing~~Company ~~description~~completed and is currently commercializing version 1 of ~~the~~its ~~License~~sentiment ~~Agreement~~trading isproprietary ~~not complete~~technology for desktops and is ~~qualified~~set ~~entirely~~to launch byits ~~reference~~new Mobile application version in addition to ~~the~~a ~~full~~new ~~text~~version 2 of the ~~Agreement,~~Stealth aTrader ~~copy~~(the of“Stealth ~~which~~Trading Proprietary Technology”). The Company’s business mandate is ~~filed~~to asseek ~~Exhibit~~international 10and local partners, joint ventures and licenses within the top fifty capital markets worldwide to supply retail and profession traders with the Stealth Trading Proprietary Technology.1 The Company wishes to ~~this~~license ~~Current~~its ~~Report~~Stealth onTrading Proprietary Technology to broker dealers, ~~Form~~retail ~~8-K~~trading houses specializing in equities, commodities, currencies and other issecurities ~~incorporated~~around ~~herein~~the byworld ~~reference.~~as a value added and innovative research tool.

~~Referral~~Therefore, ~~Agreement~~in accordance with the terms and provisions of the Memorandum of Understanding: (i) the Company will offer INT’s retail, professional and institutional clients the Stealth Console designed for professional traders, the Stealth Signal which is embedded in a platform of choice with additional technical indicators available on demand, the Stealth Mobile and the Stealth Analytics; (ii) INT and the Company desire to enter into a mutually exclusive 36 month license agreement to enable INT to offer its customers the Stealth Trading Proprietary Technology, both desktop and mobile application; (iii) the Company and INT agree to collaborate on setting up suppliers that are local for Indian stock quotes and data fees that will serve as the base of information to be fed into the Stealth Trader and algorithms; and (iv) INT shall have the responsibility of bearing start-up costs and branding.

~~Effective~~In onfurther ~~November~~accordance ~~17,~~with ~~2015~~the terms and provisions of the Memorandum of Understanding, the Company ~~also~~and ~~entered~~INT will enter into ~~that~~ ~~certain~~the ~~referral~~proposed licensing agreement (whereby INT will be responsible for the ~~“Agreement”)~~day-to-day operational ~~with~~duties, ~~Tactex.~~marketing Inand ~~accordance~~client service and the Company will be ~~with~~responsible for necessary changes dictated by the ~~terms~~Indian market regulations and establish ~~provisions~~the Indian version of the ~~Agreement,~~Stealth Trading Proprietary Technology for the ~~Company~~trading of securities in India. The parties will ~~from~~further ~~time~~determine tothe ~~time~~revenue ~~refer~~sharing, ~~certain~~which ~~potential~~will ~~clients~~vary toby ~~Tactex~~product ~~with~~type, ~~respect~~i.e. todesk ~~such~~top ~~persons~~or mobile ~~desiring~~application, toand ~~receiving~~volume ~~portfolio~~of ~~and~~users/businesses. ~~wealth~~It ~~management~~is ~~services~~further ~~from~~intended ~~Tactex,~~that once ~~including~~the ~~opening~~Stealth ~~and~~Trading ~~maintain~~Proprietary aTechnology ~~separately~~is ~~managed~~fully ~~account~~established with ~~Tactex (the~~Indian ~~“Referred~~securities ~~Client”).~~and ~~Tactex~~research ~~further~~signals, ~~agrees~~a tosix ~~provide~~month ~~portfolio~~testing ~~and~~period ~~wealth management~~will ~~services~~take place with respect to the ~~Referred~~accuracy ~~Client,~~of ~~complete~~the ~~its~~trading ~~customary~~signals ~~account opening~~at ~~process,~~which ~~and~~point ~~ensure~~INT ~~compliance~~will ~~with~~have ~~all~~the right ~~applicable~~to ~~laws~~negotiate with ~~respect~~the Company as to the ~~services~~creation ~~delivered~~of bya itnew proprietary/client account trading structure to ~~such~~be ~~Referred~~launched ~~Client.~~in India using the research signals of the Stealth Trading Proprietary Technology.

InThe ~~further~~foregoing ~~accordance~~description ~~with~~of the ~~terms~~Memorandum ~~and provisions~~ of ~~the Agreement,~~Understanding ~~Tactex shall pay to the Company a referral fee equal to the aggregate~~is ~~net~~not ~~management~~complete ~~fees, performance fees~~ and ~~other~~is ~~commissions~~qualified ~~derived~~entirely by ~~Tactex from~~reference ~~the~~to ~~Referred Client during a calendar quarter less~~ the ~~following~~full ~~amounts that~~text ~~shall be retained by Tactex: (i) 50 basis points calculated on total AUM held in the account~~ of the ~~Referred Client during the relevant period~~ ~~(calculated~~Agreement, ~~daily);~~a ~~(ii)~~copy ~~25%~~ of ~~any~~which ~~performance~~is ~~fee~~filed ~~charged~~as toExhibit ~~the~~10.1 ~~account during~~to ~~the~~this ~~relevant~~Current ~~period~~Report ~~(calculated~~on Form ~~monthly);~~8-K and ~~(iii)~~is ~~administrative~~incorporated ~~costs of~~herein ~~managing~~by ~~the respective account~~reference.

The Agreement may be terminated either by Tactex or the Company under the following circumstances: (i) material breach by either party of this Agreement, which is not remedied within thirty day of notice of such breach; (ii) interpretation of new or existing laws that precludes the parties from acting under the terms of the Agreement; (iii) ninety day prior written notice; or (iv) insolvency or bankruptcy of the Company or Tactex.

The foregoing description of the Agreement is not complete and is qualified entirely by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1	License Agreement between Epcylon Technologies, Inc. and Tactex Asset Management Inc., dated January 5, 2016.
10.2	Referral Agreement between Epcylon Technologies, Inc. and Tactex Asset Management Inc., dated November 17, 2015.

10.1	Memorandum of Understanding between Epcylon Technologies, Inc. and Inditrade Capital Ltd. Dated February 23, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EPCYLON TECHNOLOGIES, INC.
DATE: January 5, 2016	/s/ Kyle Appleby
DATE: March 1, 2016	/s/ Kyle Appleby
	Name: Kyle Appleby
	Title: CFO

Filing Compare · Epcylon Technologies, Inc.