UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~July~~October 31, 2014

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

For the transition period from _____________________ to________________________

Commission File Number: 0-10294

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California	95-3276269
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2310 Cousteau Court

Vista, California

(Address of principal executive offices)

92081-8346

(Zip Code)

(760) 598-1655

(Registrant’s telephone number)

Indicate by check mark whether the registrant (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 ý No o

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

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.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o		Smaller reporting company	ý

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares outstanding of the registrant’s Common Stock, no par value, as of ~~September~~December 12, 2014 was 12,962,999.

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INDEX

PART I	FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements (Unaudited)		3-1112
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		1213-1718
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1819
Item 4.	Controls and Procedures		1819
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		1819
Item 1A.	Risk Factors		1819
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1819
Item 3.	Defaults Upon Senior Securities		1819
Item 4.	Mine Safety Disclosures		1819
Item 5.	Other Information		1819
Item 6.	Exhibits		1920
	Signatures

EXHIBIT 31

EXHIBIT 32

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PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
	July 31,			April 30,
	October 31,			April 30,
	2014			2014
	(Unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	910,~~792~~320		$	10,444
Accounts receivable, net of allowance for doubtful accounts of $75		~~1,788~~219			712
Deferred cost of revenues		19			3
Costs and estimated earnings in excess of billings on uncompleted contracts		17			-
Inventories		1,249			1,398
Deferred cost of revenues		3			3
Other current assets		208			217
Inventories		1,700			1,398
Total current assets		13,056			12,774
Other current assets		409			217
Equipment, furniture and fixtures, net		589			612
Total current assets		12,668			12,774
Equipment, furniture and fixtures, net		547			612
Other noncurrent assets		49			49
Total assets	$	13,~~694~~264		$	13,435
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~646~~839		$	397
Accrued payroll and related taxes		~~499~~442			640
Warranty reserves		~~200~~97			188
Payable to Parent		152			152
Other current liabilities		40248			41
Deferred revenues		~~540~~463			470
Total current liabilities		2,~~077~~241			1,888
Long-term liabilities		1110			11
Total liabilities		2,~~088~~251			1,899
Commitments and contingencies
Shareholders’ equity:
Preferred shares, no par value; 20,000 shares authorized; no shares issued or outstanding		-			-
Common shares, no par value; 50,000 shares authorized; 12,963 shares issued and outstanding		56,370			56,370
Accumulated deficit		(4445,~~764~~357	)		(44,834	)
Total shareholders' equity		11,~~606~~013			11,536
Total liabilities and shareholders' equity	$	13,~~694~~264		$	13,435

(1) Derived from the consolidated audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2014 filed with the SEC.

See notes to condensed consolidated financial statements

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INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in thousands, except per share amounts)

	Three Months Ended					Six Months Ended
	July 31,
	October 31,					October 31,
	2014			2013		2014			2013
Revenues:
Sales of products	$	~~2,557~~740		$	78,~~310~~715	$	3,297		$	16,025
Services		~~316~~363			~~456~~259		679			715
		2,873			7,766
		1,103			8,974		3,976			16,740
Cost of sales:
Cost of product sales		~~1,888~~812			54,~~926~~820		2,700			10,746
Cost of services		~~103~~79			~~131~~107		182			238
		1,991			6,057
		891			4,927		2,882			10,984
Gross profit		~~882~~212			14,~~709~~047		1,094			5,756
Research and development expenses		~~150~~162			-		312			-
Selling, general and administrative expenses		~~657~~646			~~588~~836		1,303			1,424
Income from operations		75			1,121
(Loss) income from operations		(596	)		3,211		(521	)		4,332
Other income:
Interest and dividend income		-			1-		-			1
Other		1-			-		1			-
Income before provision for income taxes		76			1,122
(Loss) income before (benefit) provision for income taxes		(596	)		3,211		(520	)		4,333
Provision for income taxes		6			452
(Benefit) provision for income taxes		(3	)		1,247		3			1,699
Net income	$	70		$	670
Net (loss) income	$	(593	)	$	1,964	$	(523	)	$	2,634
Net income per share:
Net (loss) income per share:
Basic	$	~~0.01~~		$	~~0.05~~
Weighted average shares used in computation of net income per share:
	$	(0.05	)	$	0.15	$	(0.04	)	$	0.20
Basic		12,963			12,963
Weighted average shares used in computation of net (loss) income per share:
Basic		12,963			12,963		12,963			12,963

See notes to condensed consolidated financial statements

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INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in thousands)

	Three Months Ended July 31,
	Six Months Ended October 31,
	2014			2013
Cash flows from operating activities:
Net income	$	70		$	670
Net (loss) income	$	(523	)	$	2,634
Adjustments to reconcile net income to net cash used in
Adjustments to reconcile net (loss) income to net cash used in operating activities:
operating activities:
Depreciation and amortization		113			95
Depreciation and amortization		59			46
Warranty (adjustment) reserve expense		(63	)		260
Warranty reserve expense		23			171
Loss on disposal of equipment		-			25
Deferred income taxes		-			~~405~~1,521
Changes in operating assets and liabilities:
Accounts receivable		~~(1,076~~493	)		~~276~~(1,084	)
Deferred cost of revenues		(16	)		(59	)
Costs and estimated earnings in excess of billings on uncompleted contracts		(17	)		-
Inventories		149			621
Deferred cost of revenues		-			130
Other current and noncurrent assets		9			101
Inventories		(302	)		1,468
Accounts payable		249			(1,115	)
Other current and noncurrent assets		(192	)		185
Accrued payroll and related taxes		(141	)		57
Accounts payable		442			(1,438	)
Warranty reserves		(11	)		(54	)
Accrued payroll and related taxes		(198	)		7
Other liabilities		(1	)		30
Warranty reserves		(28	)		(61	)
Deferred revenues		70			(1,720	)
Other liabilities		206			88
Net cash used in operating activities		(616	)		(546	)
Deferred revenues		(7	)		(4,199	)
Net cash used in operating activities		(76	)		(369	)
Cash flows from investing activities:
Additions to equipment, furniture and fixtures		(36	)		(79	)
Proceeds from redemption of certificates of deposit		-			747
Net cash used in investing activities		(36	)		(79	)
Additions to equipment, furniture and fixtures		(48	)		(93	)
Net decrease in cash and cash equivalents		(652	)		(625	)
Net cash (used in) provided by investing activities		(48	)		654
Net (decrease) increase in cash and cash equivalents		(124	)		285
Cash and cash equivalents at beginning of period		10,444			7,259
Cash and cash equivalents at end of period	$	910,~~792~~320		$	67,~~634~~544
Supplemental cash flow information:
Cash paid for income taxes	$	10		$	73

See notes to condensed consolidated financial statements

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Description of the Business

International Lottery & Totalizator Systems, Inc. (“ILTS” or the “Company,” together with its subsidiary) designs, manufactures, sells, manages, supports and services computerized wagering systems and terminals for the global lottery and pari-mutuel racing industries. The wagering system features include real-time, secure processing of data received from multiple locations, hardware redundancy and complete communications redundancy in order to provide the highest level of fault tolerant operation. In addition, although the Company is not presently doing so, ILTS has demonstrated capability to provide full facilities management services to customer organizations authorized to conduct lotteries. The Company is largely dependent upon significant contracts for its revenue, which typically include a deposit upon contract signing and up to six months lead time before delivery of hardware begins.

The Company, through its wholly-owned subsidiary Unisyn Voting Solutions, Inc. (“Unisyn”), has devoted significant resources to developing federally certified end-to-end optical scan voting systems and a full-featured Election Management Software that provides precinct tabulation, ballot review and audio voting capability. In addition to the InkaVote Plus Precinct Ballot Counter (“PBC”) system certified to the National Association of State Election Directors (“NASED”) 2002 Voting System Standards (“VSS”), the Company received the 2005 Voluntary Voting System Guidelines (“VVSG”) certification from the United States Election Assistance Commission (“EAC”) for its OpenElect® digital optical scan election system – a digital scan voting system built with Java on a streamlined and hardened Linux platform. As part of a jurisdiction’s procurement process, the Company provides the OpenElect® products’ source code for independent review.

These efforts leverage the Company’s extensive experience to develop highly secure, mission-critical solutions that meet the NASED 2002 VSS and the EAC 2005 VVSG standards. In addition, the Company’s voting systems offer the following features:

·	High level of security and vote encryption to ensure integrity and voter privacy;
·	Electronic and paper audit trails that offer added security and redundancy for recounts;
·	Reduce the cost of ballot printing while offering operational efficiencies;
·	Minimal training required for poll workers to set-up and operate; and
·	Minimal voter re-education required.

Berjaya Lottery Management (H.K.) Ltd. (“BLM” or the “Parent”) owns 71.3% of the outstanding voting stock of ILTS.

On January 8, 2014, the Company’s board of directors approved (i) the Company’s reincorporation from California to Delaware by means of a merger with and into a wholly-owned Delaware subsidiary (the “Reincorporation”) and (ii) a subsequent amendment to the surviving company’s certificate of incorporation to effect a 9,245,317-for-1 reverse stock split (the “Reverse Stock Split”) on outstanding shares of common stock. On January 8, 2014, BLM, the holder of 9,245,317 shares of the Company’s common stock, representing 71.3% of the Company’s outstanding shares of common stock as of that date, approved the Reincorporation and Reverse Stock Split by written consent. Each shareholder holding less than one full share of common stock following the Reverse Stock Split, being every shareholder of the Company other than BLM, will receive a cash payment from the Company for their fractional share interests equal to $1.33 in cash, without interest, for each share of common stock held by such shareholder immediately prior to the Reverse Stock Split. The Reincorporation and the Reverse Stock Split will be effected on or about the date 20 calendar days following the date on which the Company’s Information Statement on Schedule 14C (the “Information Statement”) relating to the Reincorporation and Reverse Stock Split is mailed to the Company’s shareholders. AThe ~~preliminary~~definitive Information Statement ~~has~~was ~~been~~mailed ~~filed~~to ~~with~~shareholders ~~the~~on ~~SEC~~December ~~and~~9, ~~currently remains under review~~2014. The transactions are expected to be consummated inat the ~~fourth~~end ~~quarter~~ of calendar year 2014, and the Company will thereafter promptly terminate its registration and reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of ILTS and its wholly-owned subsidiary, Unisyn. All significant intercompany accounts and transactions are eliminated in consolidation.

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Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows have been included.

The results of operations for the interim periods shown in this report are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014 filed with the SEC on July 11, 2014. The condensed consolidated balance sheet as of April 30, 2014 has been derived from the audited financial statements included in the Form 10-K for that year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. Actual results could differ from those estimates. Estimates may affect the reported amounts of assets and liabilities and revenues and expenses, and the disclosure of contingent assets and liabilities.

Deferred Revenues

Deferred revenues of approximately $~~540~~463,000 as of ~~July~~October 31, 2014 represent prepayments for products and services related to the use of the OpenElect® and PBC voting systems, and other software and technical support services. The Company will recognize the revenues upon the fulfillment of the prescribed criteria for revenue recognition.

Warranty Reserves

~~The~~Estimated ~~Company estimates the~~ warranty costs ~~that~~are ~~may~~accrued ~~be incurred and records a liability~~ as ~~the products are shipped and~~ revenues are recognized. Included in the warranty cost accruals are costs for basic warranties on products sold. A summary of product warranty reserve activity for the six ~~three~~ months ended ~~July~~October 31, 2014 is as follows:

(Amounts in thousands)
Balance at May 1, 2014	$	188
Additional reserves		2332
Charges incurred		(11	)
Warranty reserve expense adjustments		(95	)
Balance at July 31, 2014	$	200
Charges incurred		(28	)
Balance at October 31, 2014	$	97

Income Taxes

The Company uses the asset and liability method for financial reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted. Valuation allowances have been established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty exists regarding the realizability of the deferred tax assets.

The ~~provision~~benefit for income taxes was $63,000 for the three months ended ~~July~~October 31, 2014, ~~compared~~and tothe provision for income taxes was $~~452~~3,000 infor the ~~same~~six ~~period~~months inended October 31, 2014. The provisions for income taxes were approximately $1.2 million and $1.7 million for the three and six months ended October 31, 2013, respectively. The effective rate was ~~8.09%~~minimal for 2014, compared to 4039.322% for 2013. The significant variance was due to ~~reversal~~the reestablishment of a ~~portion of the~~ full valuation allowance ~~and~~recorded ~~recording~~against the ~~of a~~ deferred tax ~~asset~~assets in 2013.

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Segment Information

The Company reports segment information based on the “management” approach. Under this approach, operating segments are identified in substantially the same manner as they are reported internally and used by the Company’s chief operating decision maker for purposes of evaluating performance and allocating resources.

The Company divides its operations into two operating segments: the gaming business and the voting business. The gaming segment designs and develops computerized wagering systems and terminals for the lottery and pari-mutuel racing industries worldwide. Presently the voting segment generates revenues from the sales of the voting systems and hardware, software licensing, product servicing and software support services.

The Company’s segment information is presented below (in thousands):

	As of and for the Three Months Ended July 31, 2014
	As of and for the Three Months Ended October 31, 2014
	Gaming Business				Voting Business				Totals
Total revenues		$	~~278~~307			$	~~2,595~~796			$	21,~~873~~103
(Loss) income from operations			(759	)			834				75
Loss from operations			(584	)			(12	)			(596	)
Depreciation and amortization			3932				2022				5954
Segment assets			1011,~~494~~171				32,~~200~~093				13,~~694~~264
	As of and for the Three Months Ended July 31, 2013
	As of and for the Three Months Ended October 31, 2013
	Gaming Business				Voting Business				Totals
Total revenues		$	68,~~870~~661			$	~~896~~313			$	78,~~766~~974
Income from operations			1,011				110				1,121
Income (loss) from operations			3,707				(496	)			3,211
Depreciation and amortization			2629				20				4649
Segment assets			1312,~~237~~463				1,~~636~~662				14,~~873~~125

	As of and for the Six Months Ended October 31, 2014
	Gaming Business				Voting Business				Totals
Total revenues		$	585			$	3,391			$	3,976
(Loss) income from operations			(1,343	)			822				(521	)
Depreciation and amortization			71				42				113
Segment assets			11,171				2,093				13,264

	As of and for the Six Months Ended October 31, 2013
	Gaming Business				Voting Business				Totals
Total revenues		$	15,531			$	1,209			$	16,740
Income (loss) from operations			4,718				(386	)			4,332
Depreciation and amortization			55				40				95
Segment assets			12,463				1,662				14,125

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Inventories

Inventories are stated at the lower of cost or the current estimated market values. Cost is determined using the first-in, first-out method.

Inventories consisted of the following:

	July 31,		April 30,
	October 31,		April 30,
	2014		2014
(Amounts in thousands)
Raw materials and subassemblies	$	~~1,222~~856	$	1,082
Work-in-process		5142		13
Finished goods		22702		303
	$	1,~~249~~700	$	1,398

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Equipment, Furniture and Fixtures

Net equipment, furniture and fixtures consisted of the following:

	July 31,			April 30,
	October 31,			April 30,
	2014			2014
(Amounts in thousands)
Plant and machinery	$	~~690~~714		$	662
Computer equipment		1,~~803~~812			1,741
Leasehold improvement		201			201
Furniture, fixtures and equipment		96			96
Construction in progress		20-			85
		2,810			2,785
		2,823			2,785
Accumulated depreciation and amortization		(2,~~221~~276	)		(2,173	)
Net equipment, furniture and fixtures	$	~~589~~547		$	612

Net (Loss) Income per Share

Basic net (loss) income per share is based on the weighted average number of shares outstanding during the periods.

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Major Customers

The following table summarizes major customers who individually accounted for more than 10% of revenues for the periods presented:

	Three Months Ended
		Three Months Ended October 31,			Six Months Ended October 31,
	July 31, 2014		July 31, 2013
		2014		2013	2014	2013
Revenue:
From unrelated customers	~~Three customers from the voting segment accounted for 85% of total revenue.~~	One customer from the voting segment accounted for more than 43% of total revenue	~~One customer from the gaming segment accounted for 86% of total revenue.~~	No individual customer accounted for more than 10% of total revenue	Two customers from the voting segment accounted for 68% of total revenue or 47% and 21% individually	One customer from the gaming segment accounted for 40% of total revenue
From related customers	~~No individual customer accounted for more than 10% of total revenue.~~	One customer from the gaming segment accounted for 17% of total revenue	~~No individual customer accounted for more than 10% of total revenue.~~	One customer from the gaming segment accounted for 95% of total revenue	No individual customer accounted for more than 10% of total revenue	One customer from the gaming segment accounted for 52% of total revenue

Related Party Transactions

During the three months ended ~~July~~October 31, 2014 and 2013, revenues from all related party transactions for the sales of products and services totaled approximately $~~262~~288,000 (926% of total revenue) and $~~163~~8.6 million (96% of total revenue), respectively. Related party revenues for the six months ended October 31, 2014 and 2013 were approximately $549,000 (214% of total revenue) and $8.8 million (53% of total revenue), respectively. Included in accounts receivable at ~~July~~October 31, 2014 was ~~approximately~~ $~~110~~82,000 from these customers. Descriptions of the transactions with the Company’s related parties in the three and six months ended ~~July~~October 31, 2014 and 2013 are presented below.

Berjaya Lottery Management (H.K.) Ltd.

In 1996, the Company entered into an agreement to purchase specific inventory on behalf of Berjaya Lottery Management (H.K.) Ltd. (“BLM”), the owner of 71.3% of ILTS’s outstanding voting stock as of ~~July~~October 31, 2014.

Over time, the Company has sold or used portions of the BLM inventory in unrelated third party transactions. The sale or use of the inventory resulted in a liability to BLM for the cost of the items utilized.

The financial activities and balances related to BLM were as follows:

· There were no related party sales to BLM in the three and six months ended ~~July~~October 31, 2014 and 2013; · There were no accounts receivable balances from BLM as of ~~July~~October 31, 2014 and April 30, 2014; · Liabilities to BLM arising from the sale or use of the BLM inventory, recorded as “Payable to Parent,” were $152,000 as of both ~~July~~October 31, 2014 and April 30, 2014; and · There were no inventory balances held for BLM as of ~~July~~October 31, 2014 and April 30, 2014.

910

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Sports Toto Malaysia Sdn. Bhd.

The Company provides lottery products, software development and software support services to Sports Toto Malaysia Sdn. Bhd. (“STM”), an affiliate of BLM and a related party.

The financial activities and balances related to transactions with STM were as follows:

· Revenues of $187,000 and $371,000 were recognized on the sale of support services and lottery products during the three and six months ended ~~July~~October 31, 2014 ~~were approximately $184~~,~~000~~ respectively. For the three and six months ended ~~July~~October 31, 2013, ~~revenue~~revenues recognized on the sale of lottery products and support services ~~was~~totaled approximately $~~122~~8.5 million and $8.7 million,~~000~~ respectively; · There was deferred revenue of $84,000 on software support services ~~and lottery products~~ as of ~~July~~October 31, 2014, compared to $10,000 as of April 30, 2014; and · Accounts receivable totaled $5716,000 as of ~~July~~October 31, 2014. There was no accounts receivable balance as of April 30, 2014.

Philippine Gaming Management Corporation

The Company provides lottery products and software development to Philippine Gaming Management Corporation (“PGMC”), a related party and a subsidiary of BLM.

In addition, the Company provides PGMC with terminal spare parts on an ongoing basis and support services on an as-needed basis.

The financial activities and balances related to transactions with PGMC were as follows:

· Revenues recognized on the sale of lottery products during the three and six months ended ~~July~~October 31, 2014 totaled approximately $61,000 and ~~2013~~$103,000, ~~totaled~~respectively. Revenues of $4261,000 and $565,000 were recognized on the sale of lottery products during the three and six months ended October 31, 2013, respectively; · There were no deferred revenue balances as of ~~July~~October 31, 2014 and April 30, 2014; and · Accounts receivable balance was $4261,000 as of ~~July~~October 31, 2014. There was no accounts receivable balance as of April 30, 2014.

Natural Avenue Sdn. Bhd.

The Company provides Natural Avenue Sdn. Bhd. (“Natural Avenue”), an affiliate of BLM and a related party, with lottery products and support services.

The financial activities and balances related to transactions with Natural Avenue were as follows:

· Revenues recognized on the sale of support services and licensing during the three and six months ended ~~July~~October 31, 2014 were $40,000 and ~~2013~~$75,000, ~~totaled~~respectively. Revenues of $35,000 and $3671,000 were recognized on the sale of support services and licensing during the three and six months ended October 31, 2013, respectively; · There was no deferred revenue ~~balance~~of $11,000 as of ~~July~~October 31, 2014. Deferred revenue balance on lottery product licensing totaled $4,000 as of April 30, 2014; and · Accounts receivable ~~balances~~balance ~~were~~was $115,000 as of ~~July~~October 31, 2014, ~~and~~compared to $11,000 as of April 30, 2014.

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Sports Toto Computers Sdn. Bhd.

The Company engages Sports Toto Computers Sdn. Bhd. (“STC”), a related party, to provide consulting, programming and other related services to the Company.

During the three and six months ended ~~July~~October 31, 2014 ~~and 2013~~, the Company incurred ~~services of approximately~~ $68,000 and $51136,000, respectively for the consulting and programming services STC provided. During the three and six months ended October 31, ~~which~~2013, ~~are~~the ~~shown~~Company asincurred ~~part~~programming services of ~~cost~~$51,000 ofand ~~sales~~$101,000, respectively.

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Fair Value of Financial Instruments

The Company’s material financial instruments consist of its cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and related party payables. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of ~~July~~October 31, 2014 and April 30, 2014 due to the short-term maturity of the instruments.

Recent Accounting Pronouncements

In May 2014, the FASB issued an update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a ~~Company~~company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for the Company beginning in fiscal 2018. The ~~company~~Company is currently evaluating the impact of this update on its consolidated financial statements.

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ITEM 2.

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

SAFE HARBOR STATEMENT PURSUANT TO SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934

This report contains certain forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under the heading "Risk Factors" and elsewhere in, or incorporated by reference into, this report. In some cases, you can identify forward- looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. The forward-looking statements in this report are based upon management's current expectations and belief, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Accordingly, we are required to make estimates, judgments and assumptions that we believe are reasonable. We base our estimates on historical experience, contract terms, observance of known trends in our company and the industry as a whole, and information available from other outside sources. Estimates affect the reported amounts and related disclosures. Actual results may differ from initial estimates. There have been no material changes to the critical accounting policies outlined in the Company’s annual report on ~~Form~~form 10-K for the fiscal year ended April 30, 2014.

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Revenue Recognition

Our revenues are derived primarily from the sales of complete wagering systems, lottery terminals, the OpenElect® and PBC voting systems, other software and software support services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and the title and risk of loss have been transferred. Service revenues are recognized as the services are rendered, and the related costs of services are recognized on a time and materials basis.

Revenue Recognition for Arrangements with Multiple Deliverables

For multi-element arrangements that include hardware products containing software essential to the hardware product’s functionality, undelivered software elements that relate to the hardware product’s essential software, and undelivered non-software services, we allocate revenue to all deliverables based on their relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when we sell the deliverable separately and VSOE is the price actually charged for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. ESPs reflect our best estimates of what the selling prices of elements would be if they were sold regularly on a standalone basis.

For sales of hardware products, we provide various hardware components containing software essential to the hardware product’s functionality, and other components depending on the customers’ needs. We allocate revenue to these deliverables using the relative selling price method. Because we have not established VSOE or TPE for the hardware, with essential software, revenue is allocated based on ESPs. Determining ESPs requires management’s judgment. Revenue is recognized upon shipment of the hardware and the related essential software, provided the other conditions for revenue recognition have been met. We also provide software support and product support services on a standalone basis from the sales of the hardware. Amounts allocated to software support and product support services are based on VSOE using hourly or daily billing rates. Revenue is deferred until the services are performed. For annual software licenses, we use VSOE. Amounts allocated to annual software licenses are deferred and recognized on a straight-line basis over the service period, which is typically one year.

We consider multiple factors depending on the unique facts and circumstances related to each deliverable when determining ESPs for deliverables without VSOE or TPE. Key factors considered by the management in developing the ESPs for the hardware include the costs of manufacture and what a customer would reasonably pay based on the features being offered, trends in the ~~marketplace~~market place, size of the territory, and competitive prices. If the facts and circumstances underlying the factors change, including the estimated or actual costs incurred to provide the hardware with the essential software, or should future facts and circumstances lead the management to consider additional factors, our ESP for the hardware with essential software related to future sales could change.

Revenue Recognition for Percentage-of-Completion Method

For our complete wagering and lottery systems, we recognize revenue by using the percentage-of-completion method when the contracts for complete systems fulfill the following criteria:

1.	Contract performance extends over long periods of time;
2.	The software portion involves significant production, modification or customization;
3.	Reasonably dependable estimates can be made on the progress towards completion, contract revenues and contract costs; and
4.	Each element is essential to the functionality of the other elements of the contracts.

Under the percentage-of-completion method, sales and estimated gross profits are recognized as work progresses. Progress toward completion is measured by the ratio of costs incurred to total estimated costs. Revenue and gross profit may be adjusted prospectively for revisions in estimated total contract costs. If the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is recorded in the period in which it becomes evident. The total estimated loss includes all costs allocable to the specific contract.

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RESULTS OF OPERATIONS

Revenue Analysis

Revenue Analysis	Three Months Ended							Six Months Ended
(Amounts in thousands)	October 31,							October 31,
Revenues	2014		2013		Change			2014		2013		Change
Products:
Contracts	$	386	$	8,450	$	(8,064	)	$	2,538	$	15,548	$	(13,010	)
Spares		135		171		(36	)		299		199		100
Licensing		219		94		125			460		278		182
Total Products		740		8,715		(7,975	)		3,297		16,025		(12,728	)
Services:
Software Support		285		219		66			570		440		130
Product Servicing and Support		78		40		38			109		275		(166	)
Total Services		363		259		104			679		715		(36	)
	$	1,103	$	8,974	$	(7,871	)	$	3,976	$	16,740	$	(12,764	)

(Amounts in thousands)	Three Months Ended
Revenues		July 31, 2014		July 31, 2013		Change
Products:
Contracts		$	2,152	$	7,098	$	(4,946	)
Spares			164		28		136
Licensing			241		184		57
Total Products			2,557		7,310		(4,753	)
Services:
Software Support			285		221		64
Product Servicing and Support			31		235		(204	)
Total Services			316		456		(140	)
		$	2,873	$	7,766	$	(4,893	)

Significant fluctuations in period-to-period contract revenue are expected in both gaming and voting industries since individual contracts are generally considerable in value, and the timing of contracts does not occur in a predictable trend. Contracts from the same customer generally may not recur or generally do not recur in the short-term. Accordingly, comparative results between quarters may not be indicative of trends in contract revenue.

The current domestic and global economic slowdown and tightening of the credit markets may adversely affect our business and financial condition in ways that we cannot reasonably predict. For the gaming business, due to the tightening of the credit markets, our potential and existing customers may not be able to secure financing for lottery projects which could effectively impact our revenue potential. For the voting business, various government entities and jurisdictions have experienced severe budget constraints which could compel them to delay or cancel their purchasing decisions, and hence, impact our ability to generate revenue.

Contract revenue for the three months ended ~~July~~October 31, 2014 was $386,000, compared to $8.5 million for the corresponding period in 2013. For the six months ended October 31, 2014, contract revenue was approximately $2.25 million, compared to $715.15 million for the corresponding period in 2013. Significantly lower contract ~~revenue~~revenues ~~was~~were primarily due to the completion of lottery product and hardware component sales related to the gaming segment ~~during the first quarter~~ in 2013. The decrease was partially offset by increased ~~sales~~contract ~~related~~activities to for the voting segment.

Spares revenue for the three months ended ~~July~~October 31, 2014 was $~~164~~135,000, compared to $28171,000 for the same period in 2013. The decrease was primarily due to lower demand for spare parts from a customer in the gaming segment. Spares revenue for the six months ended October 31, 2014 was $299,000, compared to $199,000 for the corresponding period in 2013. The increase was primarily due to higher demand for spare parts from customers in the gaming and voting segments. Customers' demand for spare parts fluctuates from period to period.

Licensing revenue for the three months ended ~~July~~October 31, 2014 was $~~241~~219,000, compared to $~~184~~94,000 in 2013. For the six months ended October 31, 2014, licensing revenue was $460,000, compared to $278,000 for the corresponding period in 2013. The increase in licensing revenue was primarily due to additional executed licensing agreements related to the voting segment. We derive licensing revenue from both ~~gaming~~voting and ~~voting~~ lottery contracts.

Software support revenue for the three months ended ~~July~~October 31, 2014 was $285,000, compared to $~~221~~219,000 for the same period in 2013. ~~Higher~~For the six months ended October 31, 2014, software support revenue was $570,000, compared to $440,000 in the same period in 2013. The increases were primarily due to ~~increased~~higher fees ~~from~~charged ~~the~~to ~~software~~a ~~support~~customer in the gaming segment.

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Product servicing and support revenue for the three months ended ~~July~~October 31, 2014 was $78,000, compared to $40,000 for the corresponding period in 2013. The increase was primarily due to higher demand of support services from customers in the voting segment. For the six months ended October 31, 2014, product servicing and support revenue was $109,000, compared to $~~235~~275,000 for the same period in 2013. The decrease was primarily due to lower demand for support services compared to prior fiscal year.

Related party revenue of ~~approximately~~ $~~262~~288,000 accounted for 926% of total revenue in the three months ended ~~July~~October 31, 2014, compared to $~~163~~8.6 million or 96% of total revenue in the corresponding period in 2013. For the six months ended October 31, 2014, related party revenue of $549,000 accounted for 14% of total revenue, compared to $8.8 million or 253% of total revenue in the corresponding period in 2013.

Cost of Sales and Gross Profit Analysis

The following table summarizes the cost of sales and gross profit margins as a percentage of total revenues for each of the periods shown:

	Three Months Ended
	Three Months Ended October 31,									Six Months Ended October 31,
	July 31,					July 31,
(Amounts in thousands)	2014					2013				2014				2013
(Amounts in thousands)	2014					2013
Revenues:
Revenues:
Products	$	740		67	%	$	8,715	97	%	$	3,297	83	%	$	16,025	96	%
Products	$	2,557		89	%	$	7,310	94	%
Services		363		33	%		259	3	%		679	17	%		715	4	%
Services		316		11	%		456	6	%
Total revenues	$	1,103		100	%	$	8,974	100	%	$	3,976	100	%	$	16,740	100	%
Total revenues	$	2,873		100	%	$	7,766	100	%
Cost of sales:
Cost of sales:
Products	$	812		74	%	$	4,820	54	%	$	2,700	68	%	$	10,746	64	%
Products	$	1,888		66	%	$	5,926	76	%
Services		79		7	%		107	1	%		182	4	%		238	1	%
Services		103		4	%		131	2	%
Total costs of sales	$	891		81	%	$	4,927	55	%	$	2,882	72	%	$	10,984	65	%
Total costs of sales	$	1,991		70	%	$	6,057	78	%
Gross profit (loss):
Gross profit:
Products	$	(72	)	(7	%)	$	3,895	43	%	$	597	15	%	$	5,279	32	%
Products	$	669		23	%	$	1,384	18	%
Services		284		26	%		152	2	%		497	13	%		477	3	%
Services		213		7	%		325	4	%
Total gross profit	$	212		19	%	$	4,047	45	%	$	1,094	28	%	$	5,756	35	%
Total gross profit	$	882		30	%	$	1,709	22	%

In general, individual contracts are significant in value and certain contracts are awarded in a highly competitive bidding process. The gross profit margin varies from one contract to another, depending on the size of the contract and the competitiveness of market conditions. Accordingly, comparative results between quarters and fiscal years may not be indicative of trends in gross profit margin.

Overall gross profit margin was 3019% for the three months ended ~~July~~October 31, 2014, compared to 2245% for the corresponding period in 2013. ~~Higher~~For the six months ended October 31, 2014, overall gross profit margin was 28% compared to 35% for the corresponding period in 2013. The reductions in gross profit margin in 2014 ~~was~~were primarily due to substantially lower ~~cost~~sales ~~structures~~volume with unabsorbed production overhead costs compared to the ~~corresponding~~ ~~period~~prior fiscal year. Increased licensing revenues in ~~2013~~2014 partially offset the lower gross profit margins.

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Research and Development Expenses

We incurred $~~150~~162,000 and $312,000 in research and development ("R&D") expenses for the three and six months ended ~~July~~October 31, 2014, respectively. We did not incur any R&D expenses for the ~~same~~corresponding ~~period~~periods in 2013. R&D expenses consisted primarily of labor costs for the development of new products in the gaming segment.

Selling, General and Administrative

Selling, general and administrative ("SG&A") expenses for the three months ended ~~July~~October 31, 2014 were $~~657~~646,000, compared to $~~588~~836,000 in the same period in 2013. ~~Higher~~For the six months ended October 31, 2014, SG&A expenses were $1.3 million, compared to $1.4 million for the corresponding period in 2013. Lower SG&A expenses in 2014 were primarily due to ~~increased~~decreased ~~marketing~~consulting and legal fees, and employee related ~~and~~expenses, partially offset by higher trade show expenses. for both the gaming and voting segments.

Income Tax Provision

The ~~provision~~ benefit for income taxes was $63,000 for the three months ended ~~July~~October 31, 2014, ~~compared~~and tothe provision for income taxes was $~~452~~3,000 infor the ~~same~~six ~~period~~months inended October 31, 2014. The provisions for income taxes were approximately $1.2 million and $1.7 million for the three and six months ended October 31, 2013, respectively. The effective rate was ~~8.09%~~minimal for 2014, compared to 4039.322% for 2013. The significant variance was due to ~~reversal~~the reestablishment of a ~~portion of the~~ full valuation allowance ~~and~~recorded ~~recording~~against the ~~of a~~ deferred tax ~~asset~~assets in 2013.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our net working capital as of ~~July~~October 31, 2014 was approximately $1110.4 million.

Contract backlog as of ~~July~~October 31, 2014 was $~~644~~212,000. Contract backlog is ~~primarily~~ related to a voting ~~contracts with unrelated customers. As of July 31, 2014, $215,000 of the~~ contract ~~backlog~~and has been paid by ~~customers~~the customer.

Additional sources of cash through ~~July~~October 31, 2015 are expected to be derived from spares, software and technical support and licensing revenues. Uses of cash are expected to be for normal operating expenses and costs associated with contract deliverables.

While we anticipate that we will be successful in obtaining additional product or service contracts to enable us to continue normal operations through ~~July~~October 31, 2015, there can be no assurance that we will be able to acquire new contracts.

In the highly competitive industries in which we operate, operating results may fluctuate significantly from period to period. We anticipate that our cash flows from operations, expected contract payments and available cash will be sufficient to enable us to meet our liquidity needs through at least ~~July~~October 31, 2015. Although we are not aware of any particular trends, in the event that we are unable to secure new business, we may experience reduced liquidity or insufficient cash flows.

The following table summarizes our cash flow activities:

	Three Months Ended
	Six Months Ended
	July 31,			July 31,			Increase
	October 31,			October 31,			Increase
	2014			2013			(Decrease)
(Amounts in thousands)
Condensed cash flow comparative:
Operating activities	$	(~~616~~76	)	$	(~~546~~369	)	$	~~(70~~293	)
Investing activities		(3648	)		~~(79~~654	)		43(702	)
Net decrease in cash and cash equivalents	$	(652	)	$	(625	)	$	(27	)
Net (decrease) increase in cash and cash equivalents	$	(124	)	$	285		$	(409	)

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Cash Flow Analysis

Net cash used in operating activities was approximately $~~616~~76,000 for the ~~three~~six months ended ~~July~~October 31, 2014, compared to $~~546~~369,000 infor the six months ended October 31, 2013. The ~~principal~~decrease ~~component~~in ofnet ~~the~~cash ~~change~~used in ~~cash~~operating ~~flow~~activities ~~from~~for ~~operations~~the ~~was~~six anmonths ~~increase~~ended inOctober ~~accounts~~31, ~~receivable.~~2014 ~~This~~compared to the six months ended October 31, 2013 was ~~partially~~primarily ~~offset~~due byto andecreased ~~increase~~cash inexpenses ~~accounts~~resulting ~~payable~~from limited ~~and~~contract aactivities. ~~decrease~~Our inoperating ~~inventory~~cash ~~reflecting~~flow ~~shipments~~is totypically ~~customers~~impacted by sales volume, collections of accounts receivable, and cash expenses.

Net cash used in investing activities was $3648,000 for the ~~three~~six months ended ~~July~~October 31, 2014, compared to net cash provided by investing activities of $79654,000 infor the six months ended October 31, 2013. ~~Lower~~The ~~capital~~decrease ~~expenditures~~in ~~incurred~~net incash ~~2014~~flow ~~attributed~~from investments was primarily due to the ~~decrease~~redemption inof ~~net~~the ~~cash~~matured ~~used~~certificates of deposit in ~~investing~~2013. ~~activities~~The decrease was partially offset by lower capital expenditures incurred in 2014.

There were no financing activities during the ~~three~~six months ended ~~July~~October 31, 2014 or 2013.

Capital Resources

As of ~~July~~October 31, 2014, we did not have outstanding credit facilities.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Principal Executive Officer, who is also our Principal Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in SEC Rule 13a-15(e) and 15d-15 (e)) as of the end of the period covered by this report. Based on the foregoing, our Principal Executive Officer (and Principal Financial Officer) concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to management, including the Principal Executive Officer (and Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended ~~July~~October 31, 2014 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS

The Company is currently not a party to any pending legal proceedings, and no such action by or, to the best of its knowledge, against the Company has been threatened as of the date of this report.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors relating to our business as disclosed in our Form 10-K for the fiscal year ended April 30, 2014 filed with the SEC on July 11, 2014.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

Not applicable

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ITEM 6.

EXHIBITS

A. Exhibits

Exhibit Number		Document Description
	31	Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification Pursuant to 18 United States Code 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 Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

Dated: September 12, 2014		INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
Dated: December 12, 2014		INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
	/s/	Jeffrey M. Johnson Jeffrey M. Johnson President (Principal Executive Officer) and Acting Chief Financial Officer (Principal Financial Officer)

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