UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549 FORM 10-Q (Mark One) X QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly
period ended October 31, 2008  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the
transition period from to  Commission
File Number: 333-103621 CYCLON CAPITAL CORP. Delaware
333-11714(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.) 410 Park
Avenue, 15th Floor New
York, NY   10022 (Address
of principal executive offices including Zip Code)  (212) 231-8406(Issuers telephone number, including area code)  Indicate
by check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [X] 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 definitions of
large accelerated filer, accelerated filer,
and smaller reporting company in Rule 12b-2 of the Exchange Act. [ ]Large accelerated
filer [ ]Accelerated filer [ ]Non-accelerated filer [X]Smaller
reporting company  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes  [ ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS As of October 31, 2008 the Company had 84,336,792 issued
and outstanding shares of its common stock.   1    PART I  FINANCIAL INFORMATION  Item 1. Financial Statements. Cyclon Capital
Corporation (A
Development Stage Company) Condensed
Consolidated Balance Sheets (Unaudited) October 31
2008

April 30
2008unauditedASSETSCURRENT
ASSETSC
   Cash

$
12,348

$
3,160Total
current assets


12,348


3,160System programs
and licensing rights


850,000


-Due from
Martial Arts Xtreme


153,373


-Due from
Edelweiss Investment, AG


317,385


317,385Due from
Europlay Malta Ltd


788,787


788,787Due from Der
Greif


425,572


425,572TOTAL ASSETS

$
2,547,465

$
1,534,904LIABILITIES
AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT
LIABILITIESA
  Accounts payable and accrued liabilities

$
11,641

$
11,641Total
current liabilities


11,641


11,641STOCKHOLDERS
EQUITY (DEFICIT )Capital
stock (Note 4)Au
     Authorized
200
     200,000,000 shares of common stock, $0.0001
par value,Iss
      Issued and outstanding 84,336,792
shares of common stock


8,434


7,971(comparative
period 79,711,012)A
     Additional paid-in capital


20,152,104


17,152,567Subscription
receivable


(10,746,988
)

(10,746,988
)Deficit
accumulated during the development stage


(6,877,726
)

(4,890,287
)Total
stockholders equity


2,535,824


1,523,263T
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
2,547,465

$
1,534,904  The
accompanying notes are an integral part of these condensed financial
statements    2


Cyclon Capital Corporation(A Development Stage Company)Condensed Consolidated Statements of
Operations(Unaudited)Three Months
 Ended

Six Months
 Ended

August 26, 2005(Inception)October  31

October  31

October  31

October  31

to2008

2007

2008

2007

October 31, 2008REVENUES
$
                -

$
                -

$
                -

$
                -

$
            192,220COST OF SALES
-

-

-

-

-GROSS PROFIT
-

-

-

-

192,220OPERATING EXPENSESEvent
costs
-

-

-

-

786,196Project
development costs
440,438

-

1,207,012

-

1,207,012Professional
fees
34,104

9,541

84,900

44,370

907,927Public
relations (refund)
(13,408)

-

59,811

-

59,811Corporate
reorganization (reallocation)
(325,000)

-

223,732

-

223,732Consulting
fees
-

-

-

-

191,378Financial
fees
-

-

-

-

1,384,500Directors
fees
35,000

-

45,000

-

45,000Travel, meals,
lodging
69,103

-

166,368

-

264,097General and
administration
81,447

85,432

200,616

96,543

294,850Total
Operating Expenses
321,684

94,973

1,987,439

140,913

5,364,503LOSS BEFORE OTHER INCOME (EXPENSE)
(321,684)

(94,973)

(1,987,439)

(140,913)

(5,172,283)OTHER INCOME (EXPENSE):Start-up costs
of office in Germany
-

(1,309,900)

-

(1,309,900)

(1,309,900)Write off of e
Lolly, AG  b2b lending web site
-

-

-

-

(395,543)NET LOSS BEFORE PROVISION FOR INCOME
TAXES
(321,684)

(1,404,873)

(1,987,439)

(1,450,813)

(6,877,726)Provision for Income Taxes
-

-

-

-

-NET LOSS APPLICABLE TO COMMON SHARES
$   (321,684)

$     (1,404,873)

$   (1,987,439)

$     (1,450,813)

$
      (6,877,726)BASIC AND DILUTEDLOSS PER
SHARE
$
           (0.00)

$
           (0.02)

$
           (0.02)

$
           (0.02)WEIGHTED AVERAGE NUMBEROF COMMON SHARES
82,294,344

70,875,000

81,627,678

70,875,000 The
accompanying notes are an integral part of these condensed financial
statements


3


Cyclon Capital Corporation(A Development Stage Company)Condensed Consolidated Statements of Cash
Flows(With Cumulative Totals Since
Inception)(Unaudited)August 26, 2005Six Months Ended

(Inception)October 31,

October 31,

to2008

2007

October 31, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
$(1,987,439)

$(1,450,312)

$
    (6,877,726)Adjustments to reconcile net loss to net cash
(used in)operating
activities:Common stock issued for
services
-

-

1,384,500Changes in assets and liabilities(Decrease) in accounts payable
-

1,384,500

5,000Net
cash used in operating activities
(1,987,439)

(65,812)

(5,488,226)CASH FLOWS FROM INVESTING ACTIVITIESSystem programs and licensing
rights
(850,000)

-

(850,000)Advances receivable
(153,373)

-

(1,685,117)Net
cash provided by (used in) investing activities
(1,003,373)

-

(2,535,117)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock for
cash
3,000,000

-

8,029,050Related party loan to
company
-

75,100

6,641Proceeds from related party loan
to companyNet
cash provided by financing activities
3,000,000

-

8,035,691NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
9,188

9,288

12,348CASH AND CASH EQUIVALENTS- BEGINNING OF PERIOD
3,160

156

-CASH AND CASH EQUIVALENTS- END OF PERIOD
$      12,348

$
       9,444

$
            12,348SUPPLEMENTAL DISCLOSURES OF NON-CASH
ACTIVITIES:Common stock issued for services
$
                -

$
                -

$
        1,384,500 The
accompanying notes are an integral part of these condensed financial
statements


4


Cyclon Capital
Corporation (A Development
Stage Company) Notes to the
Condensed Consolidated Financial Statements October 31,
2008  NOTE
1  BASIS
OF PRESENTATION AND NATURE OF BUSINESS AND ORGANIZATION  Cyclon
Capital Corporation (the "Company") is in the development stage and was
organized as Eastern Exploration Company to engage in the business of natural
resource exploration in the Province of Newfoundland, Canada. Eastern
Exploration Company entered into an asset purchase agreement with Max
Entertainment Holdings SA and on June 6, 2007 the Company changed its name to
Max Entertainment Holdings Inc. On
December 6, 2007 the Company changed its name to Cyclon Capital Corporation. To
date the Company's activities have been organizational, directed at acquiring a
principal asset, raising initial capital, and developing its technology and
business plan. The
Company held an option to purchase 100% undivided interest in a mining claim in
the Ship Harbour Claim Block, Port Hope Simpson Area in Eastern Labrador,
Newfoundland, Canada.
                                                         On
May 31, 2007 the option agreement terminated and the Company no longer had the
property, with no further obligation from the Company. Basis
of Presentation In
the opinion of management, the accompanying balance sheets and related interim
statements of income and cash flows include all adjustments, consisting only of
normal recurring items, necessary for their fair presentation in conformity with
accounting principles generally accepted in the United States of America ("U.S.
GAAP"). Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. Actual results and outcomes may differ from management's estimates
and assumptions. Interim
results are not necessarily indicative of results for a full year. The
information included in this Form 10-Q should be read in conjunction with
information included in the Companys April 30, 2008 year end Form 10-K Principles
of consolidation The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary, Cyclon Entertainment, LLC, a Malta Corporation. All
intercompany balances and intercompany transactions have been eliminated on
consolidation. Going
concern The
Company commenced operations on August 26, 2005 and has a deficit accumulated to
October 31, 2008 in the amount of $6,877,726. The ability of the Company to
continue as a going concern is dependent on raising capital to fund its business
plan and ultimately to attain profitable operations. Accordingly, these factors
raise substantial doubt as to the Company's ability to continue as a going
concern. The Company is funding its initial operations by way of a Private
Placement and loans from shareholders. As of October 31, 2008 the Company had
issued 84,336,792 shares of the common stock in the capital of the Company and
had received proceeds of $8,029,050. The
Companys business plan is to be an entertainment company focusing on planning,
promoting and managing entertainment events; merchandising; and the development
of music, video, video games and other forms of electronic


5


entertainment.
The Company intends to use the potential of the internet and related
technologies such as mobile phones, VOIP, online communities, TV and radio as
the means to bring entertainment to market.  The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises".  The
Company has devoted substantially all of its efforts to business planning and
development, as well as allocating a substantial portion of their time and
investment in bringing their product(s)/services to the market, and the raising
of capital.  NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Use
of Estimates The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.  Cash
and Cash Equivalents The Company considers all highly liquid debt instruments and other
short-term investments with an initial maturity of three months or less to be
cash or cash equivalents.  Start-up
Costs In accordance with the American Institute of Certified Public
Accountants Statement of Position 98-5, Reporting on the Costs of Start-up
Activities, the Company expenses all costs incurred in connection with the
start-up and organization of the Company.  Income
Taxes The Company follows the liability method of accounting for income
taxes. Under this method, deferred tax assets and liabilities are recognized for
deductible temporary differences.  Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.  As of October 31, 2008 the Company had net operating losses
carried forward. Due to the uncertainty of realization, the Company has provided
a full valuation allowance for the deferred tax assets resulting from the losses
carried forward.   Earnings
(Loss) Per Share of Common Stock Historical net loss per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings (loss)
per share (EPS) reflect the potential dilution of securities that could share in
the earning of the Company.  Because the Company does not have any
potential dilutive securities, the accompanying presentation reflects the basic
loss per share calculated as follows: 2008 2007  Numerator: Net
loss $1,987,439
    $1,450,312 Denominator: Weighted
average number of shares issued   81,627,678
      70,875,000  Earnings
(loss) per share $(0.02)
           $(0.02)


6


As of October 31, 2008 the Company had not adopted a stock option
plan nor had it granted any stock options. Accordingly no Stock-based
compensation has been has been recorded per SFAS No. 123R.  NOTE
3 - PROVISION FOR INCOME TAXES  Deferred income taxes will be determined using the liability
method for the temporary differences between the financial reporting basis and
income tax basis of the Companys assets and liabilities.  Deferred income
taxes will be measured based on the tax rates expected to be in effect when the
temporary differences are included in the Companys tax return.  Deferred
tax assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases. For the year
ended April 30, 2008 the provision for income taxes was $0.00.  NOTE
4  OTHER ASSETS  System
programs and licensing rights The
Company has advanced $850,000 for the acquisition of computer programs and
program licensing rights as part of its ongoing development of its business
plan.  Due
from Edelweiss Investment, AG During the year ended April 30, 2008 the Company loaned $317,385
to Edelweiss Investment AG in support of the
BrazilMasters94 project. They organize gala soccer matches between a
team consisting of certain members of the Brazil national soccer team who
won the World Cup in the United States in 1994 as well as several
other well-known Brazilian players and national/international teams.
The loan is secured by the personal guarantee of a principal of the club.  Due
from Europlay Malta Ltd During the year ended April 30, 2008 the Company advanced $788,787
cash to Europlay Malta Ltd. towards the acquisition of Europlay Malta Ltd. The
technology held by Europlay will provide innovative low-stake games to be played
on mobile telephones and the Internet.  Due
from Der Greif On March 11, 2008 CEL entered into a Tabling Contract (the
Contract) with DER GREIF GmbH & Co., KG (DG), a German company located
in Dusseldorf and specializing in the area of merchandising and event
promotions, among other things.  Under the terms of the Contract, CEL was
to acquire 51% of the issued and outstanding shares of DG for a total purchase
price of $11,172,560 of which $425,572 has been paid in cash and the remaining
$10,746,988 has been paid to DG in the form of 4,674,488 restricted shares of
the Companys common stock. The terms of the Contract were not met and the
acquisition agreement has not completed. The Company is taking the required business steps to recover the
moneys advanced and the shares issued to DG. The Companys management believes
that the investment is secure in the expected future success of the Der Greif
venture.  Due
from Martial Arts Xtreme The
Company has advanced $153,373 for the development of extreme martial arts as a
spectator sport in furtherance of the Companys overall business
development.  NOTE
5 - STOCKHOLDERS EQUITY  Common
Stock On May 17, 2007 (Record Date) the Company declared and paid to
all holders of the Companys common stock as of the Record Date, a common stock
dividend of 3 shares (with par value of $.0001 per share) for each share of


7


common stock held as of the Record Date.  The par value of
the stock, issued as a dividend, was recorded to retained earnings.  A
total of 42,525,000 shares of the Companys common stock were issued in payment
of the stock dividend.  On June 6, 2007, the Company entered into an Asset Purchase
Agreement with Max S.A.  The Company acquired the Assets of Max S.A. in
exchange for 11,280,774 shares of the Companys common stock. The asset value of
Max S.A. was undeterminable, and the par value of the Company stock was recorded
to additional paid in capital.  On January 18, 2008 the Company issued 3,250,975 shares of common
stock in exchange for cash in the amount of $2,500,000 pursuant to a Stock
Purchase Agreement.  The Company also issued a total of 553,800 restricted
shares of its common stock to consultants for services rendered.  The
shares issued to consultants were valued at $1,384,500.  On
March 19, 2008 the Company issued 3,250,975 shares of common stock in exchange
for cash in the amount of $2,500,000 pursuant to a Stock Purchase Agreement.  In
May, 2008 the Company deposited $1,000,000 for the issuance of 1,298,700 shares
of common stock.  In June, 2008 the Company deposited $1,000,000 for the issuance of
1,298,700 shares of common stock.  In
August, 2008 the Company deposited $1,000,000 for the issuance of 1,298,700
shares of  common stock.  NOTE
6 - RELATED PARTY TRANSACTION  The Company owes the former sole director and President of Eastern
Exploration $6,641.  There are no definite repayment terms, no security or
accruing interest and this amount is included in the Companys accounts payable
and accrued liabilities at October 31, 2008.


8


Item 2. Managements Discussion and Analysis or Plan of
Operation. Forward-Looking
Statements  Certain statements,
other than purely historical information, including estimates, projections,
statements relating to our business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934.  These
forward-looking statements generally are identified by the words believes,
project, expects, anticipates, estimates, intends, strategy, plan,
may, will, would, will be, will continue, will likely result, and
similar expressions.  We intend such forward-looking statements to be
covered by the safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
 Forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements.  Our
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse affect
on our operations and future prospects on a consolidated basis include, but are
not limited to: changes in economic conditions, legislative/regulatory changes,
availability of capital, interest rates, competition, and generally accepted
accounting principles.  These risks and uncertainties should also be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements.  We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.  Further information concerning
our business, including additional factors that could materially affect our
financial results, are included herein and in our other filings with the SEC.  Results
of Operations We
have generated no revenues during either the three months or six months ended
October 31, 2008 and $nil revenues during the comparative periods ended October
31, 2007. During the six months ended October 31, 2008 we incurred $1,987,439 in
expenses and have incurred $1,450,813 in expenses during the comparative period
ended October 31, 2007.  The
following table provides selected financial Balance Sheet data at October 31,
2008: Cash                                
 $12,348 Total
liabilities                  $11,641 Shareholders'
equity          $2,535,824 Cash
provided by financing activities for the periods ended October 31, 2008 was
$3,000,000 compared to $nil provided by financing activities for the periods
ended October 31, 2007.


9


Plan
of Operation Statements
contained herein which are not historical facts are forward-looking statements
as that term is defined by the Private Securities Litigation Reform Act of 1995.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. The Company cautions investors that any forward-looking
statements made by the Company are not guarantees of future performance and
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include, without limitation:
established competitors who have substantially greater financial resources and
operating histories, regulatory delays or denials, ability to compete as a
start-up company in a highly competitive market, and access to sources of
capital. The
following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-Q.
With the exception of the historical information contained herein, the
discussion in this Form 10-Q contains certain forward-looking statements that
involve risks and uncertainties such as statements of our plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-Q
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-Q. The Company's actual results could
differ materially from those discussed here. We
are a start-up development-stage corporation and have not yet generated or
realized any sustainable revenues from our business operations. Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay for our expenses. That
is because we have generated insufficient and non-sustainable revenues to date,
and no further revenues are anticipated until we begin receiving income from our
business plan, and there is no assurance that we will ever reach this point. Accordingly,
we have to raise sufficient capital from other sources. Our only other source
for cash at this time is investments in us by others. As of October 31, 2008, we
had cash on hand of $12,348. This may not enable us to fund operations for the
next twelve months, if we are unable to generate enough revenues to cover our
expenses, and we may have to rely on additional loans from our directors, a
second public offering, or a private placement of securities. Over
the course of the next twelve months Cyclon Capital intends to implement the
following portions of its plan of business development and operations: more
fully develop the relationship with Europlay/Mowjow; explore potential
additional alliances and/or business combinations with other entertainment,
gaming or related companies and organize, promote  and develop Cyclon's
marks and other intellectual property. The
plan of operations set forth above is intended to broaden the scope of Cyclon
Capital's exposure through the increased development, promotion and management
of the various companies into which the Company has invested.. The intended
effect is to increase Cyclon Capital's revenues across a broader spectrum of
events, products and licensing opportunities. The anticipated increase in
revenues will in turn allow Cyclon Capital to further expand its offerings of
products and events across a broader geographic market. If
we are unable to meet our needs for cash, then we may be unable to continue,
develop, or expand our operations.


10


While
the officers and directors have generally indicated a willingness to provide
services and financial contributions if necessary, there are presently no
agreements, arrangements, commitments, or specific understandings, either
verbally or in writing, between the officers and directors and Cyclon Capital. If
we are unable topay for our expenses
because we don't have enough money, we will cease operations until we raise more
money. If we cannot or do not raise more money, we will be forced to cease
operations. We
do not intend to hire any employees at this time. Limited
Operating History; Need for Additional Capital There
is no historical financial information about us upon which to base an evaluation
of our performance. We are a development stage corporation and have not
generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, and possible cost overruns due to price and cost increases in
services, supplies, and equipment. We
have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders. Liquidity
and Capital Resources We
cannot guarantee that we will have enough funds to forward our business plan. If
that is the case, we will attempt to raise additional money by way of loans from
officers of the Company, loans from third-parties, and/or sale(s) of additional
securities. Additional equity financing would result in additional dilution to
our existing shareholders. At
the present time, we have not made any arrangements to raise additional cash. If
we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely. Other than
as described in this paragraph, we have no other financing plans. As
of October 31, 2008 our total current assets were $12,348 and our total current
liabilities were $11,641. Application
of Critical Accounting Policies Our
financial statements have been prepared on a going concern basis. We have
accumulated a deficit of $6,877,726 from inception to October 31, 2008. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be predicted
with any certainty at this time. We have historically satisfied our working
capital needs primarily by sales of securities. These financial statements do
not include any adjustments to the amount and classification of assets and
liabilities that may be necessary should we be unable to continue as a going
concern. The
preparation of 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 period. Actual results
could differ from those estimates.


11


The
Company has no off balance-sheet arrangements. ITEM
3. Controls and Procedures  We carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) as of October 31, 2008.  This evaluation was carried out under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, Mr. Mark Horrelt.  Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of
October 31, 2008 our disclosure controls and procedures are effective.
 There have been no changes in our internal controls over financial
reporting during the quarter ended October 31, 2008.  Disclosure controls
and procedures are controls and other procedures that are designed to ensure
that information required to be disclosed in our reports filed or submitted
under the Exchange Act are recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.  PART II - OTHER
INFORMATION  ITEM 1.
Legal Proceedings  To the
Companys knowledge, there are no lawsuits nor were any lawsuits commenced
against the Company during the quarter ended October 31, 2008 nor did the
Company commence any lawsuits during the same period.  ITEM 2.
 Changes in Securities and Use of Proceeds  During the six months
ended October 31, 2008 the Company issued the following securities: - In May, 2008 the
Company deposited $1,000,000 for the issuance of 1,298,700 shares of common
stock. - In June, 2008 the
Company deposited $1,000,000 for the issuance of 1,298,700 shares of common
stock. - In August, 2008 the
Company deposited $1,000,000 for the issuance of 1,298,700 shares of common
stock.  Use
of Proceeds:  business development  ITEM 3.
 Defaults Upon Senior Securities  Not applicable.  ITEM 4. Submission
of Matters to a Vote of Security Holders  No matters were put
forward to a vote of the security holders of the Company this quarter.  ITEM 5. Subsequent
Events  None.


12


ITEM
6. Exhibits and Reports on Form 8-K  Reports on Form
8-K  None.  Exhibits  Exhibit
No.
Document
Location31.1
Rule
13a-41(a)/15d-14(a) Certificate
Included32
Section
1350 Certifications
Included    SIGNATURES In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.   CYCLON CAPITAL CORPORATION    December
18, 2008 /s/Mark
Horrelt Date Mark Horrelt, President, Chief Executive Officer, Principal Financial Officer


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