UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended March 31, 2013
 
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from __________ to__________
 
Commission File Number: 333-137160

 

IMAGE001

 

NYXIO TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada 98-0501477
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

2156 NE Broadway, Portland, Oregon 97232
(Address of principal executive offices)

 

855-436-6996
(Registrant’s telephone number)

 

___________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 [X] Yes [] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

 

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

 

[ ] 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 [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 60,305,631   as of May 20, 2013.

1

 

TABLE OF CONTENTS  
  Page
 
PART I – FINANCIAL INFORMATION
 
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 12
Item 4: Controls and Procedures 12
 
PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings 14
Item 1A: Risk Factors 14
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3: Defaults Upon Senior Securities 14
Item 4: Mine Safety Disclosures 14
Item 5: Other Information 14
Item 6: Exhibits 15
2

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:
 
F-1 Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012;
F-2 Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 and period from July 8, 2010 (Inception) to March 31, 2013 (unaudited);
F-3 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and period from July 8, 2010 (Inception) to March 31, 2013 (unaudited);
F-4 Notes to Condensed Consolidated Financial Statements .

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2013 are not necessarily indicative of the results that can be expected for the full year.

3

Nyxio Technologies Corporation

(a Development Stage Company)

Condensed Consolidated Balance Sheets

 

    March 31,   December 31,
    2013   2012
    (UNAUDITED)    
Assets                
Current assets:                
Cash   $ 191     $ 2,658  
Accounts receivable     223       223  
Due from related party     20,487       27,177  
Total current assets     20,901       30,058  
                 
Fixed assets, net of accumulated depreciation of $22,636 and $19,685, respectively     23,170       26,121  
                 
Total assets   $ 44,071     $ 56,179  
                 
Liabilities and shareholders' (deficit)                
Current liabilities                
Accounts payable and accrued expenses   $ 434,628     $ 455,684  
Accrued interest     95,874       82,584  
Notes payable     212,530       212,530  
Notes payable - related party     8,458       8,458  
Convertible notes payable, net of discounts of $64,638 and $150,062, respectively     319,459       233,296  
Derivative liability     175,019       264,648  
Total current liabilities     1,245,968       1,257,200  
                 
Shareholders (deficit)                
Series A preferred stock; $0.01 par value; 1,100 shares authorized; no shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively                
Series B preferred stock; $0.01 par value; 100 shares authorized; shares 100 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively     1       1  
Common stock; $0.001 par value; 121,212,122 shares authorized; 278,259 and 183,583 shares authorized and issued at March 31, 2013 and December 31, 2012, respectively     278       183  
Common shares sold and unissued, 1,666 at March 31, 2013 and December 31, 2012, respectively     2       2  
Additional paid-in capital     6,401,323       6,326,359  
Other comprehensive (loss)     (82,227 )     (220,695 )
(Deficit) accumulated during the development stage     (7,521,274 )     (7,306,871 )
Total shareholders' (deficit)     (1,201,897 )     (1,201,021 )
                 
Total liabilities and shareholders' (deficit)   $ 44,071     $ 56,17 9  

 

F- 1

Nyxio Technologies Corporation

(a Development Stage Company)

Condensed Consolidated Statements of Operations

(UNAUDITED)

 

            July 8, 2010
    Three Months Ended   (Inception) to
    March 31,   March 31,
    2013   2012   2013
             
 Revenue   $ 6,065     $ 4,598     $ 85,903  
 Cost of goods sold     1,445       3,071       95,629  
                         
 Gross profit     4,620       1,527       (9,726 )
                         
 Operating expenses                        
Consulting services     —         30,188       4,307,460  
Depreciation     2,951       2,951       22,636  
General and administrative     5,429       15,058       147,946  
Professional fees     2,500       108,884       439,033  
Promotional and marketing     45       31,060       148,296  
Research and development     —         20       30,850  
Rent expense     1,612       24,457       146,594  
Salaries and wages     20,487       138,403       740,825  
Travel and entertainment     149       32,884       229,286  
Impairment     —         —         81,480  
 Total operating expenses     33,173       383,905       6,294,406  
                         
 Net loss from operations     (28,553 )     (382,378 )     (6,304,132 )
                         
 Other income (expense)                        
 Amortization of debt discounts     (123,194 )     —         (370,181 )
 Financing costs     (3,250 )     —         (718,357 )
 Interest expense     (10,357 )     (11,579 )     (92,144 )
 Interest expense - related party     (210 )     —         (2,159 )
 Other income     —         1,896       1,896  
 Gain (loss) on derivatives     (48,839 )     —         (92,792 )
 Gain (loss) on debt settlement     —         —         56,595  
 Total other income (expense)     (185,850 )     (9,683 )     (1,217,142 )
                         
 Net loss   $ (214,403 )   $ (392,061 )   $ (7,521,274 )
                         
Basic and fully diluted loss per common share   $ (0.95 )   $ (4.70 )     —    
Basic and fully diluted - weighted average common shares outstanding     225,169       83,333       —    

 

 

F- 2

Nyxio Technologies Corporation

(a Development Stage Company)

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

 

            July 8, 2010
    Three Months Ended   (Inception) to
    March 31,   March 31,
    2013   2012   2013
Cash flows from operating activities:                        
Net (loss)   $ (214,403 )   $ (392,061 )   $ (7,521,274 )
Adjustments to reconcile net (loss) to net  cash used by operating activities:                        
Depreciation     2,951       2,951       22,636  
Shares and options issued for services     —         —         144,007  
Shares issued for financing and interest     —         —         710,881  
Amortization of beneficial conversion     123,194       —         370,181  
(Gain) loss on derivatives     48,839       —         92,792  
(Gain) on settlement of debt     —                 (56,595 )
Non-cash services provided by related party     —         —         38,875  
Warrants issued per merger - related party     —         —         3,967,500  
Impairment of operating assets     —         —         81,480  
Decrease (increase) in assets:                        
Accounts and other receivable     —         (2,161 )     (223 )
Inventory     —         (116 )     (73,593 )
Prepaid expenses     —         (5,136 )     742  
Other assets     —         (661 )     2,965  
Increase (decrease) in liabilities:                        
Accounts payable and accrued expenses     (21,056 )     (2,951 )     432,979  
Accrued interest     13,818       11,407       102,228  
Net cash (used) by operating activities     (46,657 )     (388,728 )     (1,684,419 )
                         
Cash flows from investing activities:                        
Change in due from related party, net     6,690       (332 )     (4,924 )
Purchase of fixed assets     —         —         (32,944 )
Net cash provided by (used) in investing activities     6,690       (332 )     (37,868 )
                         
Cash flows from financing activities:                        
Cash contributed by related party     —         —         5,984  
Cash acquired through merger     —         —         45  
Proceeds from notes payable     —         —         83,991  
Payments on notes payable     —         —         (1,500 )
Proceeds from notes payable - related party     —         20,000       35,258  
Payments on notes payable - related party     —         —         (26,800 )
Proceeds from convertible debt     37,500       200,000       463,000  
Proceeds from the sale of common stock     —         175,000       1,162,500  
Net cash provided by financing activities     37,500       395,000       1,722,478  
                         
Net increase (decrease) in cash     (2,467 )     5,940       191  
Cash, beginning of period     2,658       1,341       —    
Cash, end of period   $ 191       7,281     $ 191  
      —                    
Supplemental disclosure of cash flow information:                        
Cash paid for income taxes   $ —       $ —       $ —    
Cash paid for interest   $ —       $ —       $ 16 7  

 

F- 3

Nyxio Technologies Corporation

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – Significant Accounting Policies and Procedures

 

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2013, and the results of its operations and cash flows for the three months and three months ended March 31, 2013 and 2012. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (“the Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to ensure the information presented is not misleading. However, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 21, 2012 filed with the Commission on April 22, 2013.

 

The accompanying consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Principles of Consolidation

The financial statements as of March 31, 2013 and for the three-months then ended include Nyxio Technologies Corporation (“NTC”) and its wholly owned subsidiary, Nyxio Technologies, Inc. (“NTI”). All significant inter-company transactions and balances have been eliminated. NTC and its subsidiary are collectively referred to herein as the “Company”.

 

Basis of presentation

The Company is in the development stage in accordance with Accounting Standards Codification (“ASC”) Topic No. 915.

 

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2013 and December 31, 2012, the Company had no cash equivalents.

 

Accounts receivable

Accounts receivable is reported at the customers’ outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

 

Inventory

Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. As of March 31, 2013 and December 31, 2012, respectively, there was no finished goods inventory.

F- 4

 

Fixed Assets

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

Equipment 3-5 years
Furniture 7 years

 

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there were no impairments needed as of March 31, 2013 or 2012. Depreciation expense for the three months ended March 31, 2013, and 2012 and for the period from July 8, 2010 (inception) to March 31, 2013, was $2,951, $2,951 and $22,636, respectively.

 

Revenue recognition

The Company recognizes revenue in accordance with ASC subtopic 605-10 (formerly SEC Staff Accounting Bulletin No. 104 and 13A, “Revenue Recognition”) net of expected cancellations and allowances. As of March 31, 2013 and 2012, the Company evaluated evidence of cancellation in order to make a reliable estimate and determined there were no material cancellations during the years and therefore no allowances has been made.

 

The Company's revenues, which do not require any significant production, modification or customization for the Company's targeted customers and do not have multiple elements, are recognized when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the Company's fee is fixed and determinable; and (iv) collectability is probable.

 

Substantially all of the Company's revenues are derived from the sales of Smart TV and Tablet PC technology and products. The Company's clients are charged for these products on a per transaction basis. Pricing varies depending on the product sold.  Revenue is recognized in the period in which the products are sold.

 

Loss per share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise or conversion of stock options, warrants, and debt to purchase common shares, would have an anti-dilutive effect. At March 31, 2013 and 2012 the Company had 10,090 and 83,333 zero potential common shares that have been excluded from the computation of diluted net loss per share.

 

F- 5

 

Income taxes

The Company follows ASC subtopic 740-10 for recording the provision for income taxes. ASC 740-10 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

Fair Value of Financial Instruments

The Company has financial instruments whereby the fair value of the financial instruments could be different from that recorded on a historical basis in the accompanying balance sheets. The Company's financial instruments consist of cash, receivables, accounts payable, accrued liabilities, and notes payable. The carrying amounts of the Company's financial instruments approximate their fair values as of March 31, 2013 and 2012 due to their short-term nature.

 

Long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. For the three-months ended March 31, 2013, and the year ended December 31, 2012, the Company determined that none of its long-term assets were impaired.

 

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 affects 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.

 

Advertising

The Company expenses advertising costs as incurred. The Company’s advertising expenses were $45 and $31,060 during the three months ended March 31, 2013 and 2012, respectively, and $148,296 for the period from July 8, 2010 through March 31, 2013.

 

Research and development

Research and development costs are expensed as incurred. During the three-months ended March 31, 2013 and 2012 and for the period from July 8, 2010 (inception) to March 31, 2013, research and development costs were $0, $20 and $30,850, respectively.

 

F- 6

 

Concentration of Business and Credit Risk

The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts which, may at times, exceed federally-insured limits.

 

Financial instruments which potentially subject the Company to concentrations of business risk consist principally of availability of suppliers. As of March 31, 2013, the Company was dependent on approximately two vendors for 85% of product supply.

 

Share-Based Compensation

The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 

The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.

 

The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award.

 

For the three-months ended March 31, 2013 and 2012, and the period from July 8, 2010 (inception) to March 31, 2013, the Company recorded share-based compensation of $0, $0, and $4,111,507, respectively.

 

Recent accounting pronouncements

 

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements

 

International Financial Reporting Standards:

 

In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments.

 

Year-end

The Company has adopted December 31, as its fiscal year end.

F- 7

 

NOTE 2 - Going concern

 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has not yet achieved profitable operations and since its inception (July 8, 2010) through March 31, 2013 the Company had accumulated losses of $7,423,596 and a working capital deficit of $1,236,029. Management expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives, including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

 

NOTE 3 - Accounts receivable

 

Accounts receivable consist of the following:

 

    March 31,   December 31,
    2012   2012
Trade accounts receivable   $ 223     $ 223  
Due from related party     20,487       27,177  
Less: Allowance for doubtful accounts     —         —    
    $ 20,710     $ 27,400  

 

As of March 31, 2013 and December 31, 2012, respectively, the Company had not established an allowance for doubtful accounts.

 

NOTE 4 - Property and equipment

 

The following is a summary of property and equipment:

 

    March 31,   December 31,
    2013   2012
Furniture and fixtures   $ 11,612     $ 11,612  
Software     11,945       11,945  
Computers and equipment     22,249       22,249  
Less: accumulated depreciation     (22,636 )     (19,685 )
    $ 23,170     $ 26,121  

 

Depreciation for the three-months ended March 31, 2013 and 2012 and for the period from July 8, 2010 (inception) to March 31, 2013 was $2,951, $2,951 and $22,636, respectively.

 

F- 8

 

NOTE 5 - Related party transactions

 

Related party receivable

At the Company’s inception (July 8, 2010) the sole officer and shareholder contributed all the assets and liabilities distributed to him from his former limited liability company which was dissolved on July 2, 2010. At the date of contribution, the fair value of the liabilities contributed exceeded that of the assets by $54,438, which has been recorded as a related party receivable. The contributed assets and liabilities, including the amount due from the related party are as follows:

 

Assets:              
          Cash   $ 5,984
          Inventory     7,877
          Fixed assets, at fair value     12,863
          Due from related party     54,438
          Deposits held     2,965
          Total assets contributed   $ 84,127
             
  Liabilities:          
          Accrued liabilities   $ 500
          Note payable     83,627
          Total liabilities contributed   $ 84,127

 

On July 8, 2010 (inception) the Company issued 100 shares of its common stock to its sole officer as founder’s shares in exchange for cash of $100. During the period from inception (July 8, 2010) and December 31, 2010, the Company’s sole officer donated his services valued at $28,500 which was recorded as a reduction on the amount due from him. In addition, the officer made cash payments totaling $5,400 as further reductions in his related party receivable due to the Company.

 

During the year ended December 31, 2011, the aforementioned officer donated additional services valued at $10,375 which has been recorded as a reduction in the officers’ receivable balance. Additionally, the Company advanced $14,516 to the officer for personal expenses and received repayment in the amount of $1,841.

 

As of March 31, 2013 and December 31, 2012, the amounts due from the officer totaled $20,487 and $27,177, respectively.

 

Merger warrants

In connection with the Company July 5, 2011 merger activities, the Company issued a warrant to purchase up to 83,333 (post-split) shares of the Company’s common stock at an exercise price of $0.01 per share to its chief executive officer and majority shareholder. The warrant has a term of twenty-four months expiring on July 1, 2013 and is subject to performance conditions. The performance conditions allow for the warrant to be exercisable in four increments of 20,833 (post-split) shares for each $1,000,000 of cumulative realized revenue over the twenty-four month term. As of March 31, 2013, performance conditions have not been met therefore; no portion of the warrant is exercisable. On the date of grant, the estimated fair value of each warrant using the Black-Scholes model is $189 per share utilizing a strike price of $4.50, volatility of 177%, and a risk-free rate of 4.40%. The Company estimated the number of shares that would become exercisable throughout the twenty-four month term based on historical activity and pro forma projections to be 20,833 (post-split) shares resulting in an estimated fair value of $3,967,500 which has been recorded as a consulting expense during 2011.

 

Employment/Consulting commitments

One June 1, 2011, the Company entered into an Employment Agreement with its chief executive officer. The initial term of the agreement covers a three-year period commencing on June 1, 2011 and required annual compensation payment of $24,000. On January 1, 2012, the original agreement was amended to provide for an increase in annual compensation from the original $24,000 to $48,000 per year.

F- 9

 

On June 1, 2011, the Company issued a Consulting Agreement to its chief financial officer. Pursuant to the agreement, annual consulting fees of $24,000 will be paid per annum for the term of the agreement which was to expire on March 1, 2014. In September 2011, the Company replaced the consulting agreement with an offer of employment with annual compensation of $30,041. Employment is considered “at-will” and therefore can be terminated at any time by either party.

 

Note payable to a related party

During the year ended December 31, 2011, the Company’s chief financial officer paid certain liabilities totaling $10,578 on behalf of the Company. In October 2011, the Company issued a promissory note for the value of the payment which bears interest at a rate of 8% per annum and matures on June 30, 2012. On January 12, 2012, this same officer provided an additional $20,000 under the same terms, to the Company for operating expenses. As of March 31, 2013 the unpaid balance totaled $8,458 and with accrued interest of $2,318.

 

NOTE 6 - Notes payable

 

Chamisa Technology, LLC

On July 8, 2010, the Company’s chief executive officer and majority shareholder contributed a note payable in the amount of $83,627 which originated from his previously dissolved limited liability company. The note balance represented cash advances of $81,595 and previously accrued interest of $2,032. During the period from inception (July 8, 2010) through December 31, 2010, the Company received additional advances of $64,491 and $18,000 during the year ended December 31, 2011. No formal agreement pertaining to the advances had previously been documented, however pursuant to a verbal agreement between the parties, the balance was due on demand and bears interest at a rate of 12% per annum. March 5, 2012, the Company formalized and acknowledged its liability to Chamisa Technology, LLC in the form of a promissory note. The promissory note is unsecured bears interest at a rate of 12% per annum, and matures on August 31, 2012. Pursuant to the new promissory note, the Company is required to make monthly principal and interest payments through maturity. As of December 31, 2012, the note is in default.

 

On April 21, 2012, Chamisa Technology, LLC assigned $81,595 of the note to an individual who further assigned portions of the debt to various entities. During the year ended December 31, 2012, the original assignee agreed to forgive $56,595 of the debt in exchange for immediate conversion rights at a conversion rate of $0.001. During the period ended December 31, 2012, the Company authorized the issuance of 98 (post-split) shares of common stock for the conversion of $25,000 in principal and $936 of accrued interest. The fair value of the shares issued totaled $737,873 based on the market price of the common stock on the date of conversion. The difference in the fair value of the shares issued and the principal amount of debt and accrued interest converted totaled $711,937 and has been recorded as a financing costs.

 

As of March 31, 2013 and December 31, 2012, the unpaid principal balance together with accrued interest totaled $133,825 and $131,220, respectively.

 

Coach Capital LLC

On June 30, 2011, the Company issued a promissory note in the amount of $111,000 to Coach Capital, LLC. The note is unsecured, due on demand and bears interest at a rate of 10% per annum. In the event of default, the interest rate will immediately escalate to 30% per annum. As of March 31, 2013 and December 31, 2012, the unpaid principal balance together with accrued interest totaled $132,169 and $128,919, respectively.

 

F- 10

 

ICG USA, LLC

On February 16, 2012, the Company entered into a Securities Purchase Agreement with ICG USA, LLC (“ICG”) and issued a Convertible Promissory Note in the amount of $200,000. The note is unsecure, bears interest at a rate of 6% interest per annum, and is due on demand. The note is convertible into shares of the Company’s common stock beginning year after the date of issuance and was convertible on August 16, 2012. Pursuant to the terms of the Agreement, the note is convertible at a rate equal to a 45% discount to the average of the three lowest closing trade prices in the preceding thirty trading days. On the date the note became convertible; the Company valued the benefit of conversion at $309,631 and recorded a discount of $200,000 and a derivative liability with a corresponding comprehensive loss in the amount of $109,631. The discount related to the conversion value will be amortized over the remaining term of the note utilizing the interest method of accretion. During the year ended December 31, 2012, ICG elected to convert $32,743 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 13,634 (post-split) shares at an average conversion rate of $2.40 and recognized a loss on the derivative in the amount of $23,340.

 

As of the March 31, 2013, the Company fair valued the derivative liability at $136,847 and recorded a comprehensive income of $7,410 representing the change in fair value. As of March 31, 2013, the unpaid principal balance was $167,257 net of discount in the amount of $0. Accrued interest totaled $13,794.

 

JMJ Financial

On May 7, 2012, the Company issued a Convertible Promissory Note to JMJ Financial (“JMJ”) in the amount of $275,000. Pursuant to the terms of the note, a 10% original issue discount is included and is due in one year. The Note does not bear interest if paid in full within 90 days. Thereafter, a one-time interest charge of 5% shall be applied to the principal sum. The Note is convertible to common stock in whole or in part at conversion price equal to the lesser of $0.06 per share or 65% of the lowest trading price in the 25 trading days prior to the conversion. As of December 31, 2012, JMJ has funded $55,000 of the note which includes an original issue discount in the amount of $5,000. The Company has computed the present value of the amount funded at $52,731 as a result of its non-interest bearing terms. Additionally, the Company recorded a discount in the amount of $44,270 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the one year term of the note. Further, the Company has recognized a derivative asset resulting from the variable change in conversion rate in relation to the change in market price of the Company’s common stock. During the year ended December 31, 2012, JMJ elected to convert $7,735 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 11,666 (post-split) shares at an average conversion rate of $1.51 and recognized a loss on the derivative in the amount of $7,665.

 

As of the March 31, 2013, the Company fair valued the derivative liability at $25,450 and recorded a comprehensive income of $5,588 representing the change in fair value. As of March 31, 2013, the unpaid principal balance was $33,150 net of discount in the amount of $5,575. Accrued interest totaled $2,244.

 

Asher Enterprises

During the year ended December 31, 2012, the Company issued three Convertible Promissory Notes to Asher Enterprises, Inc. (“Asher”) in the amount of $63,000, $37,500 and $40,000, respectively. The notes bears interest at a rate of 8% per annum, are unsecured and mature on March 8, April 12, 2013 and August 13, 2013. The Notes are convertible into common stock in whole or in part at a variable conversion price equal to a 39% discount to the 10-day average trading price prior to the conversion date. The Company recorded a discount in the amount of $117,779 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. Further, the Company has recognized a derivative liability in the amount of $146,161 resulting from the variable change in conversion rate in relation to the change in market price of the Company’s common stock. During the year ended December 31, 2012, Asher elected to convert $5,700 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 14,305 (post-split) shares at an average conversion rate of $2.51 and recognized a loss on the derivative in the amount of $25.

 

F- 11

 

During the three months ended March 31, 2013, the Company issued one Convertible Promissory Note to Asher in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on November 1, 2013. The note is convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to the 10-day average trading price prior to the conversion date. The Company recorded a discount in the amount of $37,500 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company has recognized a derivative liability in the amount of $30,682 resulting from the variable change in conversion rate in relation to the change in market price of the Company’s common stock.

 

During the three months ended March 31, 2013, the Company elected to convert $31,700 in principal. Pursuant to the conversion rate calculation in the Agreement, the Company issued 78,654 (post-split) shares at a conversion rate ranging from $0.36 to $0.44 and recognized a gain on the derivative in the amount of $40,724.

 

As of the March 31, 2013, the Company fair valued the derivative at $16,147 and recorded a comprehensive loss of $72,300 representing the change in fair value. As of March 31, 2013, the unpaid principal balance was $88,453 net of discount in the amount of $52,147. Accrued interest totaled $7,698.

 

Continental Equities, LLC

On September 20, 2012, The Company issued a Convertible Promissory Note to Continental Equities, LLC (“Continental”) in the amount of $35,000. The note bears interest at a rate of 8% per annum, is unsecured and matures on May 15, 2013. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 42.5% discount to the lowest three average thirty day trading prices prior to the conversion date. The Company recorded a discount in the amount of $35,000 in connection with the initial valuation of the beneficial conversion feature of the notes to be amortized utilizing the interest method of accretion over the term of the notes. Further, the Company has recognized a derivative liability in the amount of $1,437 resulting from the variable change in conversion rate in relation to the change in market price of the Company’s common stock.

 

As of December 31, 2012, the Company fair valued the derivative liability at $28,869 and recorded a comprehensive loss of $1,556 representing the change in fair value. As of March 31, 2013, the principal balance owed to Continental totaled $28,354 net of discount of $6,646. Accrued interest totaled $1,493.

 

NOTE 7 – Commitments

 

Lease agreements

In June 2011, the Company entered into a two-year lease agreement for additional office space commencing July 1, 2011 and expiring December 31, 2013. Pursuant to the terms of the lease agreement, the monthly rate will increase to $4,175 with an additional increase at the anniversary date to $4,300. In addition, the Company has increased its security deposit to $4,836. During the three months ended March 31, 2013, the Company terminated all leases for office space.

 

Consulting agreements

On March 25, 2013, the Company entered into a one year consulting agreement with Big H. Production, Ltd. for services related to business development and potential mergers and acquisitions. Pursuant to the terms of the agreement, the consultant will receive monthly compensation as follows: months one and two – $10,000 per month; months three and four –$4,000 per month; months five through twelve – $3,000 per month, for a total compensation over the twelve month period of $52,000.

 

NOTE 8- Income taxes

 

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

F- 12

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

 

    2013   2012
U.S. Statutory rate     35       %       35       %  
Valuation allowance     (35 )     %       (35 )     %  
Effective tax rate     —                 —            

 

The net change in the valuation for the three months ended March 31, 2013 was an increase in valuation of $75,041.

 

The Company has a net operating loss carryover of approximately $7,521,274 available to offset future income for income tax reporting purposes, which will expire in various years through 2031, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.

 

We had no material unrecognized income tax assets or liabilities as of March 31, 2013. Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three-months ended March 31, 2013 and 2012, there were no income tax, or related interest and penalty items in the income statement, or as a liability on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are subject to U.S. federal or state income tax examination by tax authorities for years beginning at our inception of July 8, 2010 through current. We are not currently involved in any income tax examinations.

 

NOTE 9 - Fair value measurement

 

The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis. The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations. ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

 

Level I  – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

 

Level II  – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 

Level III  – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.

F- 13

 

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012:

 

    Level I   Level II   Level III   Fair Value
March 31, 2013                                
Notes payable   $ —       $ (220,998 )   $ —       $ (220,998 )
Convertible debt, net     —         (319,459 )     (319,459 )        
Derivative Liabilities     —         (175,019 )     —         (175,019 )
    $ —       $ (715,476 )   $ —       $ (715,476 )
December 31, 2012                                
Notes payable   $ —       $ (220,998 )   $ —       $ (220,998 )
Convertible debt, net     —         (233,296 )     (233,296 )        
Derivative Liabilities     —         (264,648 )     —         (264,648 )
    $ —       $ (718,942 )   $ —       $ (718,942 )

 

NOTE 10 – Shareholders’ (deficit)

 

Common stock issuances

 

On March 19, 2013, the Company effectuated a 1-for-450 reverse stock split and all common stock transactions have been retrospectively restated. In connection with the reverse split, 45 shares of common stock were issued to existing holders for rounding.

 

During the three months ended March 31, 2013, the Company issued a total of 94,676 (post-split) shares of common stock in connection with the conversion of $37,558 in convertible debt.

 

 

NOTE 11 - Subsequent events

 

Subsequent to March 31, 2013, the Company issued 27,322 shares of common stock in connection with the conversion of $3,000 in convertible debt.

 

During April 2013, the Company issued a Convertible Promissory Note to Asher in the amount of $41,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on January 16, 2014. The note is convertible into common stock in whole or in part at a variable conversion price equal to a 45% discount to the 10-day average trading price prior to the conversion date.

 

On May 10, 2013, the Company issued a total of 60,000,000 shares of common stock to our President and CEO, as incentive compensation and the acquisition of certain intellectual property. The shares issued are subject to forfeiture in event of resignation or dismissal within the next two (2) years. Prior to vesting, the shares issued may not be transferred or encumbered.

 

F- 14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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.” 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. 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 effect 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.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Company Overview

 

Through our wholly-owned subsidiary, Nyxio Technologies Inc., an Oregon corporation (“Nyxio”), we develop and provide technology for the entertainment and commercial markets within the consumer electronic industry. Since inception, the company’s approach to the industry can be best described as disruptive evolution. The general population has evolved to the point where computers and devices that rely on an internal computer for operation have become second nature. Gone are the days when people were intimidated by their electronics. Consumer electronics continue to evolve and morph into new form factors. Touch cell phones, web tablets and now TV with browsers incorporated have become an accepted and expected part of our society. Nyxio’s flagship product, The VioSphere, is the first TV with a fully functional personal computer built in. Unlike TVs with limited browser capabilities, the VioSphere has no limitations. Like many of the company’s innovative products, it is an entertainment destination. This destination philosophy has become a driving force for product innovation and development, which, we believe, we provide at a reasonable cost.  We are determined to become a leading-edge driver and developer of technology across a wide range of vertical markets that include retail, education, B2B, and digital signage.  We strive to reduce the overall environmental footprint of end users by consolidating key hardware into more efficient devices.

 

Products

 

· The Realm - All in One PC/TV, combining the latest in PC technology with HDTV.

· The Realm Pro – Robust all in One PC/TV geared for commercial and digital signage markets.

· Venture MMV - Mobile Media Viewer is a new class of video eyewear offering designer styling in a sleek ergonomic design with unmatched features and performance.

· The Vuzion – The world’s first TV with Android OS built in enabling 400,000 Android applications on a TV for the first time.

 

Sales and Marketing

 

Nyxio Technologies has implemented a sales strategy that has proven to be an effective way to bring product to market. Regional rep firms across the country have been employed to represent Nyxio products to their existing base of dealers. These respected firms leverage relationships they have developed with dealers in their respective territories to add Nyxio products to their stable of product offerings. The firms also offer training, technical and logistics support to the dealers. The firms are compensated on a commission basis so their success is directly tied to the success of the products represented. This symbiotic relationship will allow Nyxio to introduce products nationally in a quick effective yet affordable manner. Nyxio is also working with its international distribution partners as we have found that many international markets are very receptive to new technology, especially in the consumer sector.

4

We are implementing a marketing plan for our platform of products. The key areas of the plan include public relations, advertising, website, trade shows, product identity, and social media. We believe that when executed successfully, our marketing plan will result in interest and attention within the Consumer Electronics Industry as well as with the end consumer. We have recently engaged a progressive agency which specializes in branding, advertising and marketing that we believe will be a great asset in this area and aid us in delivering a compelling story to our consumer.

 

Public Relations - Pending the appropriate funding, we hope to accomplish the following goals through our public relations efforts: (i) Create buzz among key target audiences; (ii) Develop national brand recognition ; (iii) Drive awareness for current products to support 2012 launches; (iv) Develop relationships with key influencers in the marketplace; (v) Introduce the Company to key analysts; (vi) Drive sales through a strategic public relations program, (vii) Educate our consumers to understand our differentiation and product versatility.

 

Advertising - We will be creative with our advertising and use social media to innovatively create awareness and introduce our product lines. We will also place ads in industry-specific publications in order to introduce our product line to a large population of key companies and individuals within the consumer electronics industry. These companies and individuals represent regional and national electronics distributors as well as custom audio/video installers and retailers. The publications currently being considered for advertising placement include:

 

· CE Pro

· Smarthouse

· GQ

· Electronic House

· First Glimpse

· Connected World

 

We are also be submitting our products for reviews in magazines like Good Housekeeping and GQ, building public awareness. We may use TV commercials as well as obtain a nationally recognized but local Portland personality to endorse and promote our product.

 

Website - We have established a website that is a great source of information to the general population as well as distributors, retailers, and custom audio/video installation companies, all of whom are potential customers for the Company. We have also established the website as a platform for online gaming and as a social media tool. Our goal is for this website to grow as a vital resource for our employees, customers, and for the industry itself.

 

Trade Shows - Trade shows are an effective marketing tool for us. We expect to participate in half a dozen trade shows annually, as well as private distributor sponsored shows. January 2012 represented our debut appearance at the Consumer Electronics Show (CES), a major milestone in our marketing process. The following trade shows serve to cover the identified target markets of electronics distributors, retailers, and the education market.

 

· CES

· CEDIA Expo

· Digital Signage Expo

· Engage

· NAB Show

· InfoComm

 

5

Innovative Product Development - Our product development efforts are based on the concept that market penetration is contingent upon continued innovation. We have proven our ability to be innovative with the release of the first VioSphere. This release came a full three years before the market, we believe, determined that connected TV’s and smart TV’s were the next consumer technology wave and are already into our 4 th version of the VioSphere. Continued creativity in development has also been illustrated by our development and release of our Android TV and the Nyxio Venture MMV’s. With continued focus on creative and innovative product development, we strive to become a leader in the consumer electronics industry. We are continuing along the path of technology convergence and reducing the environmental footprint, packing more features and components into easy to use products.

 

Product Identity - Through the design of our products, we aim to distinguish ourselves in the market place and establish a reputation for innovative technology. We believe that this, combined with our unique designs, should give us an advantage over our competitors. Our designs will also serve to create more demand for our entire product line with our goal being that customers will be able to identify a Nyxio product before seeing the Nyxio name on it.

 

Social Media - Social media is also a major focus for our marketing efforts. Our team will focus on maximizing our presence through Facebook, Twitter, digg, YouTube and email marketing. By maximizing our exposure through these various social media sites, we strive to effectively brand ourselves to millions of potential customers on a continual basis.

 

Achievements to Date

 

Our management team has spent the past year listening to user feedback and incorporating this feedback into our products. We have forged strong partnerships with our supply chain and our manufacturers, as well as formed a rep and dealer based sales network. We’ve also searched for and selected a progressive public relations and advertising firm and aligned ourselves with investor relations professionals who have the Company’s financial health in heart. Over the past year, Nyxio has implemented its logistics plan by selecting an all in one international logistics expert, and we have contracted an internationally recognized customer service and repair company. We have also partnered with a number of unique distribution partners to increase our sales opportunities. These relationships include international distribution opportunities as well. To date Nyxio has released a number of innovative products which have been well received by the electronics industry and we recently released the first Android based smart television.

 

Key Objectives

 

Nyxio Technologies has identified three key objectives that will help guide Company growth for the next five years and beyond. These include:

· Continue to determine competitive strategies, organizational management, and divisional structure for the Company’s roadmap for growth.

· Partnerships, in product development, supply chain, and sales, leveraging established expertise to innovate and create something new.

 

· Multi-channel focus, with targeted solutions for home Consumer Electronics, B2B, Digital Signage, Education, Legal & Courtroom, Museums, etc.

Nyxio’s product development efforts are based on the concept that market penetration is contingent upon continued innovation. “Convergence” is our driving philosophy, combining technologies that already exist to make products that are more effective, more powerful, reduce environmental footprints and clutter, and are fun and easy to use. We feel we are well positioned to define the connected and smart TV market, through continued creativity in development and innovative products we are forging our own path as a unique leader in the electronics industry.

 

In this demanding and competitive technology industry, Nyxio has intentionally designed a conservative sales and marketing plan, looking to ensure the achievement of corporate goals along with an solid ROI to investor/partners. Nyxio is looking beyond the short term to a long range revenue stream and profitability with a dominant market share within key niche segments. Our funding goals are to partner with like-minded investors who understand our long term focus.

6

Goals

 

Nyxio Technologies has six achievable goals:

 

· Company Growth

· Profitability

· Product Development

· Fast Innovation

· Market Penetration

· Industry Expansion

 

Results of operations for the three months ended March 31, 2013 and 2012, and for the period from July 8, 2010 (date of inception) through March 31, 2013.

 

The discussion that follows is derived from our unaudited interim balance sheets and the unaudited statements of operations and cash flows for the three months ended March 31, 2013 and 2012 and for the period from inception (July 8, 2010) to March 31, 2013.

 

Revenues, net

 

Prior to July 2011, we were a private development stage company with minimal operating revenues and limited access to the capital required for the execution of our business plan. Our operating revenues during the quarter ended March 31, 2013 were $6,065 compared to $4,598 during the quarter ended March 31, 2012. Our inception to date revenues totaled $85,903 as of March 31, 2013.

 

We recognize revenue when delivery has occurred, the sales price is fixed and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery of the products to customers. We record revenues, net of sales discounts.

 

Cost of Sales

 

Our cost of sales for the quarter ended March 31, 2013 was $1,445, compared to $3,071 for the quarter ended March 31, 2012. Cost of sales includes finished goods, assembly services, and cost to deliver our product. Cost of sales has remained consistent with the previous year comparable period. As we are able to increase our revenues, we expect our cost variables to decrease due to volume discounts.

 

Gross Profit

 

During the quarter ended March 31, 2013 our gross profit was $4,620, compared to a gross profit for the quarter ended March 31, 2012 of $1,527. Cost of our initial inventory assembly was high due to modifications in assembly techniques and testing, higher than normal freight costs, and higher raw material costs due to low volume purchasing. Freight costs were higher as a result of oversea assembly and a single port of entry. These costs will decrease as we assemble and distribute from strategically located warehouse facilities. We expect gross profits to normalize at 38% in the near-term and 40% in the long-term. Gross profit, as a percentage of sales, will also increase as we have a higher weighting of sales through direct distribution to our end customer.

 

Expenses

 

During the quarter ended March 31, 2013 we incurred $33,173 in operating expenses, compared to $383,905 for the quarter ended March 31, 2012. This decrease in operating expenses for March 31, 2013 compared to the same period in 2012 is attributable primarily to much lower salaries and wages, professional fees, consulting fees, promotional and marketing expenses, and travel and entertainment expenses during the quarter ended March 31, 2013 as compared to the quarter ended March 31, 2012.

 

Salaries and wages were $20,487 for the quarter ended March 31, 2013, compared to $138,403 for the quarter ended March 31, 2012. Professional fees were $2,500 for the quarter ended March 31, 2013, compared to $108,884 for the quarter ended March 31, 2012. We incurred no consulting fees for the quarter ended March 31, 2013, compared to consulting fees of $30,188 for the quarter ended March 31, 2012. We expect professional fees to remain consistent for the remainder of 2013.

7

During the quarter ended March 31, 2013, we incurred $149 in travel and entertainment expenses. By comparison, we incurred $32,884 in travel and entertainment expenses during the quarter ended March 31, 2012. This expense is expected to increase during the remainder of the year as we continue our product marketing and business development strategies.

 

During the quarter ended March 31, 2013 we incurred $45 in promotional and marketing expense. By comparison, we incurred $31,060 in promotions and marketing during the quarter ended March 31, 2012. These costs include demonstration products, advertising, shipping samples to retailers and distributors, and promotion allowances for distributors and tradeshows which includes booth costs, and various other tradeshow costs. We expect this expense to increase over the remainder of the year.

 

Other Income and Expense

 

During the quarter ended March 31, 2013, we experienced a loss on the change in the value of a derivative liability in the amount of $48,839, financing costs of $3,250, interest expense of $10,357, and amortization of a beneficial conversion discount in the amount of $123,194.

 

As a result of the new financing agreements entered into during the year ended December 31, 2012, we have incurred additional costs which are attributable to the terms of each agreement with respect to their variable conversion rights. Until such time the agreements are satisfied in full, we will continue to incur costs related to the valuation of these terms.

 

Net Loss

 

During the quarter ended March 31, 2013 we incurred a net loss of $214,403. By comparison, we incurred a net loss of $392,061 during the quarter ended March 31, 2012. The decrease in net loss of compared to the same quarter last year is primarily attributable to decreased operating expenses, offset by a substantial increase in other expenses related to our financing activities. Our financing activities included the issuance of various convertible debt agreements at variable conversion rates, cash advances from our CFO and the re-structuring of previously non-convertible debt with par value conversion terms.

 

Since July 8, 2010, the inception date of Nyxio, through March 31, 2013, we have generated revenue of $85,903 and have incurred a net loss of $7,521,274. Our greatest challenges which have prohibited us from executing our business plan are as follows:

 

  • Lack of adequate funding to obtain a small inventory, establish a healthy PR campaign, recruit a world class management team, and fund future development to enhance current product features and new products to stay ahead of the technology curve.
  • Manufacturing in Asia – Too far away to monitor quality and suppliers without costly travel.
  • Lack of adequate funding to retain skilled sales team.

Our current and future operations are focused on continuing to carry out our business plan through the marketing and continued development of our current products, including the VioSphere, Realm, RealmPro, Venture MMV technology and Vuzion Android TV, and our future products, continued development efforts, and the continued evaluation of potential strategic acquisitions and/or partnerships.

 

Our operations to date have consisted primarily of the following:

 

· Enhancing product features and aesthetics

· Negotiations to reduce product cost and enhance quality

· Building a reliable Bill of Material for all products and sourcing from established suppliers

· Work with technology partners such as Avnet, Intel, and AMD, with whom we have collaboration agreements, to develop new CPU list of options and board options. To date we have not entered into any Purchase Orders with these partners.

· Develop new products with alternate revenue streams, such as gaming and cloud commerce

· Develop clear and concise marketing, sales, and specification literature and tools

8

Our efforts are directed at generating revenue through the sales of our current products, which are available for purchase at the following locations: Amazon.com, OrderBorder, Rapid Buyer, Focus, University Book Stores, Smith and Associates, Sterling Technology, and at our proprietary web-site.

 

Key factors affecting our results of operations include capitalization, revenues, cost of revenues, operating expenses and income and taxation.

 

Liquidity and Capital Resources

 

As of March 31, 2013, we had cash and equivalents on hand of $191, and a working capital deficit of $1,225,067. We determined that our cash on hand and working capital were not sufficient to meet our current anticipated cash requirements. As such, we evaluated several options to obtain short term financing, as discussed below. While we hope to see a significant increase in revenue towards the latter part of the second quarter of 2012, we continued to rely on funds obtained through the issuance of debt and equity securities throughout 2012 and through 2013 to date. We may enter into further debt and equity agreements to fund operations and inventory requirements if management feels it is required. We anticipate our additional cash requirements to fund cost of goods sold and operations to be roughly $1.7 million dollars, at which point revenues from sales should be sufficient to fund inventory and operational expenses. Our operations to date have been primarily funded through the issuance of debt and equity securities.

 

Specifically, on September 30, 2011, we entered into a promissory note with Coach Capital LLC in the amount of $111,000 (the “Coach Note”). The Coach Note is unsecured, bears interest at 10% per annum and is due on demand. The holder of the Coach Note may elect to convert all or part of the indebtedness owing under the Coach Note into our securities at such rate as that being offered to investors at the time of conversion. As of March 31, 2013, the unpaid principal balance together with accrued interest totaled $132,169

 

During the year ended December 31, 2011, we sold 3,456 (post-split) shares of our common stock to certain accredited investors in exchange for cash totaling $777,500 in accordance with our form of Securities Purchase Agreement. In the fourth quarter of 2011 we sold an additional 4,667 (post-split) shares of our common stock in exchange for cash totaling $210,000 in accordance with our form of Securities Purchase Agreement.

 

On February 16, 2012, we entered into a Securities Purchase Agreement with and issued a Convertible Promissory Note in the amount of $200,000, at 6% interest per annum, to ICG USA, LLC (the “ICG Note”). The ICG Note is convertible into shares of our common stock beginning nine months after the date of issuance of the ICG Note at the discretion of ICG USA, LLC. Pursuant to the terms of the Agreement, the note is convertible at a rate equal to a 45% discount to the average of the three lowest closing trade prices in the preceding thirty trading days. During the year ended December 31, 2012, ICG elected to convert $32,743 in principal. Pursuant to the conversion rate calculation in the Agreement, we issued 13,634 (post-split) shares at an average conversion rate of $2.40 and recognized a loss on the derivative in the amount of $23,340.We have determined that the conversion feature of this note is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bi-furcated the conversion feature of the note and recorded a derivative liability. As of March 31, 2013 the value of the derivative liability was $136,847 and we recognized income on change in the value of the derivative of $7,410 for the quarter ended March 31, 2013.

 

Additionally, on February 21, 2012, we entered into a securities purchase agreement (the “Purchase Agreement”) with Socius CG II, Ltd.; a Bermuda exempted company (“Socius”). Under the terms and subject to the conditions of the Purchase Agreement, we have the right, in our sole discretion, over a term of two years from the closing of the Purchase Agreement, to demand through separate tranche notices that Socius purchase up to a total of $5 million of redeemable Series A Preferred Stock. In order to effectuate a future issuance of Series A Preferred Stock, on March 22, 2012, after receiving approval of a majority of our outstanding common stock, we filed an amendment to our Articles of Incorporation to designate 1,500 shares of blank check preferred stock, and on March 26, 2012, we filed a Certificate of Designations of Preferences, Rights and Limitations to authorize the issuance of 1,100 shares of Series A Preferred Stock. In our sole discretion, we have the right to issue to Socius, subject to the terms and conditions of the Purchase Agreement, one or more tranche notices to purchase a certain dollar amount of such Series A Preferred Stock. As of the date of this Quarterly Report, we have not provided Socius with a tranche notice and no Series A Preferred Stock has been issued.

9

On May 7, 2012, we entered into a $275,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). Under the Note, we received $50,000 in loan proceeds with JMJ. Additional sums up to a maximum total of $275,000 may be advanced in the sole discretion of JMJ. The Note includes a 10% original issue discount and is due in 1 year. The Note does not bear interest if paid in full within 90 days. Thereafter, a one-time interest charge of 5% shall be applied to the principal sum. The Note is convertible to common stock in whole or in part at conversion price equal to the lesser of $0.06 per share or 65% of the lowest trading price in the 25 trading days prior to the conversion. We received $50,000 in initial funding under the JMJ Note. JMJ elected to convert $7,735 in principal into 11,666 shares of our common stock. We have determined that the conversion feature of this note is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bifurcated the conversion feature of the notes and recorded a derivative liability. As of March 31, 2013 the value of the derivative liability was $25,450 and we recognized income on change in the value of the derivative of $5,588 for the quarter ended March 31, 2013.

 

Subsequent to the reporting period, on April 24, 2013, we entered into an amendment of the Note. Under the Amendment, the 10% original issue discount was removed and replaced with a closing fee of 3% and a due diligence fee of 8% for all subsequent advances under the Note. Following the amendment to the JMJ Note and subsequent to the reporting period, we borrowed an additional $5,000 from JMJ.

 

In addition, we have received debt financing from Asher Enterprises, Inc. under a series of Convertible Promissory Notes. The notes, both converted and outstanding as of March 31, 2013, are as follows:

 

Amount   Issue date   Due date   Shares issued upon conversion   Conversion date(s)   Principal amount
$ 63,000     June 6, 2012   March 8, 2013               $ 63,000  
                  7,246     12/17/12     (3,000 )
                  7,059     12/31/12     (2,700 )
                  6,991     01/14/13     (2,800 )
                  7,029     01/16/13     (3,100 )
                  7,029     01/18/13     (3,100 )
                  16,187     03/01/13     (5,900 )
                  16,187     03/08/13     (5,900 )
                  25,231     03/15/13     (10,900 )
                  27,322     04/25/13     (3,000 )
                            $ 22,600  
                                 
$ 37,500     July 10, 2012   April 12, 2013     Variable     n/a   $ 37,500  
                                 
$ 40,000     November, 13, 2012   August 15, 2013     Variable     n/a   $ 40,000  
                                 
$ 37,500     January 31, 2013   November 1, 2013     Variable     n/a   $ 37,500  
                                 
$ 41,500     April 11, 2013   January 16, 2014     Variable     n/a   $ 41,500  

 

 

10

All Notes issued to Asher Enterprises, Inc. bear interest at a rate of 8% per year and are convertible at a conversion price equal to 55% of the Market Price of our common stock on the conversion date.  For purposes of the Notes, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 10 trading days immediately preceding the conversion date.  The number of shares issuable upon conversion of the Notes is limited so that the holder’s total beneficial ownership of our common stock may not exceed 9.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days-notice.

 

We have determined that the conversion feature of these notes is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bi-furcated the conversion feature and recorded a derivative in connection with these notes   . As of March 31, 2013, we recognized a gain on derivatives in the amount of $40,724 resulting from the conversion of $37,400 of principal into 78,654 shares of our common at an average conversion rate of $0.4755 per share.  

 

On September 20, 2012, we received additional financing under a Convertible Promissory Note issued to Continental Equities, LLC (“Continental”) in the amount of $35,000. The note bears interest at a rate of 8% per annum, is unsecured and matures on May 15, 2013. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 42.5% discount to the lowest three average thirty day trading prices prior to the conversion date. In addition, we entered into a Registration Rights Agreement with Continental under which, upon demand of Continental, we must register resale of the common shares issuable upon conversion of the Note on Form S-1. In addition, Continental has “piggy-back” registration rights, which require us to include the re-sale of shares issuable upon conversion of the Note in any registration statement we may file, except for registrations on Forms S-4 or S-8.

 

We have determined that the conversion feature of these notes is not considered to be solely indexed to our own stock and is therefore not afforded equity treatment. In accordance with ASC 815, we have bi-furcated the conversion feature and recorded a derivative in connection with these notes. As of March 31, 2013, we recognized a gain on derivatives in the amount of $8,115 resulting from the conversion of $7,735 of principal into 21,481 shares of our common at an average conversion rate of $0.36 per share.   

 

On July 8, 2010, in connection with our reverse acquisition, we assumed a Promissory Note owed by Nyxio Technologies, LLC dated March 15, 2010 and issued to Chamisa Technology, LLC (“Chamisa”). The total principal and interest owing at the time we assumed the Note was $83,627. The Note bore interest at an annual rate of twelve percent (12%). From July of 2010 through December of 2010, additional advances were made under the Note in the principal amount of $64,491. In 2011, additional advances in the amount of $18,000 were made under the Note. On April 20, 2012, a portion of the balance due under the Note in the amount of $81,595 was assigned by Chamisa to Michelle Nelson, leaving total principal and interest due to Chamisa of $120,782. On April 25, 2012, we entered into an amendment of the Note portion purchased by Ms. Nelson. Under this amendment, Ms. Nelson agreed to forgive $56,595 of the principal balance in exchange for conversion rights on the remaining balance of $25,134. In accordance with the amendment, the remaining portion of the obligation was made convertible to common stock at $0.001 per share. Over the course of 2012, Ms. Nelson and various subsequent assignees converted the Nelson portion of the Note into common stock. As of March 31, 2013, the remaining portion of the Note still owing to Chamisa was $133,825, including principal and interest.  

 

Subsequent to the reporting period on May 7, 2013, Chamisa assigned the remaining portion of the Note still owing to Reign Investment Group, LLC. On May 15, 2013, we entered into an Amendment to the remaining portion of the Chamisa Note with Reign. Under the Amendment, Reign agreed to forgive $65,731.34 of the balance of the Note. This remaining balance due under the Note was made convertible to common stock at a price of $0.001 per share. In addition, we agreed to issue Reign 60,000 shares of common stock in connection with the amendment. 

 

11

To meet our future objectives, we will need to meet our revenue objectives and/or sell additional equity and debt securities, which could result in dilution to current shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

 

Our current cash requirements are significant due to planned development and marketing of our current products, and we anticipate generating losses.  In order to execute on our business strategy, we will require additional working capital, commensurate with the operational needs of our planned marketing, development and production efforts.  Our management believes that we should be able to raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term obligations.  However, changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future.  We anticipate continued and additional marketing, development and production expenses.  Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund marketing, development and production of our products.

 

There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed.  Any failure to secure additional financing may force us to modify our business plan.  In addition, we cannot be assured of profitability in the future.

 

Off Balance Sheet Arrangements

 

As of March 31, 2013 , there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital, have incurred losses since inception, and have not yet received significant revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. 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 March 31, 2013 . This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Giorgio Johnson, and Chief Financial Officer, Mirjam Metcalf. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2013 , our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2013 .

 

12

In performing the above-referenced assessment, our management identified the following material weaknesses:

 

 i) We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.  

 ii) We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.  

 iii) We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.  

 

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.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

13

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item. Risk factors regarding our current business can be found in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 16, 2012.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

1. On May 10, 2013, we issued 50,000,000 shares of common stock to our President and CEO, Giorgio Johnson, as incentive compensation under the terms of a Restricted Stock Award Agreement. Under the award agreements, the shares issued will be subject to forfeiture in event of Mr. Johnson’s resignation or dismissal within the next two (2) years. Prior to vesting, the shares issued may not be transferred or encumbered. As additional consideration to the company under the award agreement, Mr. Johnson contributed certain intellectual property to the company. This issuance was exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering. Also on May 10, 2013, and separately from the shares issued under the Restricted Stock Award Agreement, we issued 10,000,000 additional shares of common stock to Giorgio Johnson as compensation.

 

2. During the quarter ended March 31, 2013, we terminated our office lease. We are currently looking for new office space.

 

3. On March 25, 2013, we entered into a Consulting Agreement with Big H. Production, Ltd. (“Big H”). Under the Consulting Agreement, Big H will assist us with business development, SEC compliance matters, and potential mergers and acquisitions. The term of the Consulting Agreement is twelve (12) months. Big H will be compensated under the Consulting Agreement as follows: months one and two – $10,000. per month; months three and four –$4,000. per month; months five through twelve – $3,000. per month, for a total compensation over the twelve month period of $52,000..

 

14

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
10.1 Amendment to Promissory Note to JMJ Financial
10.2 Convertible Promissory Note issued to Asher Enterprises, Inc., dated January 31, 2013
10.3 Securities Purchase Agreement with Asher Enterprises, Inc., dated January 31, 2013
10.4 Convertible Promissory Note issued to Asher Enterprises, Inc., dated April 11, 2013
10.5 Securities Purchase Agreement with Asher Enterprises, Inc., dated April 11, 2013
10.6 Restricted Stock Award Agreement with Giorgio Johnson
10.7 Consulting Agreement with Big H Production, Ltd.
10.8 Amendment to Note with Reign Investment Group, LLC
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

 

15

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 thereunto duly authorized.

 

Nyxio Technologies Corporation
 
Date:

May 20, 2013

 

   
 

By: /s/ Giorgio Johnson

Giorgio Johnson

Title:     Chief Executive Officer

 
Date:

May 20, 2013

 

   
 

By:  /s/ Mirjam Metcalf

Mirjam Metcalf

Title:     Chief Financial Officer

 

16

 

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