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EX-32.2 - CERTIFICATION - Oryon Technologies, Inc.ex322.htm
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EX-32.1 - CERTIFICATION - Oryon Technologies, Inc.ex321.htm



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 October 31, 2011

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

 
For the transition period from                    to
 
     
Commission File Number       001-34212

ORYON HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada 
26-2626737
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

340 Basa Compound, Zapate, Las Pinas City, Metro Manila, Philippines
(Address of principal executive offices)

(702) 973-1583
(Registrant’s telephone number, including area code)

Eaglecrest Resources, Inc.
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [   ]  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

 
 Large accelerated filer [  ]    Accelerated filer [  ]
     
 Non-accelerated filer [  ] (Do not check if a small reporting company)    Small reporting company [X]
                  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes [  ]   No   [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

December 20, 2011: 29,000,000 common shares

 
 

 

INDEX
 

   
Page Number
PART I.
FINANCIAL INFORMATION
 
     
ITEM 1.
Financial Statements
4
     
 
Balance Sheet as at October 31, 2011 and January 31, 2011
5
     
 
Statement of Operations
For the three months  and  nine months ended October 31, 2011 and 2010 and from Inception (August 22, 2007) to October 31, 2011
6
     
 
Statement of Cash Flows
For the nine months ended October 31, 2011 and 2010 and from Inception (August 22, 2007) to October 31, 2011
 
7
     
 
Notes to the Financial Statements.
8 to 11
     
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
     
ITEM 3.
Quantitative and Qualitative Disclosure about Market Risk
14
     
ITEM 4.
Controls and Procedures
15
     
PART II.
OTHER INFORMATION
 
     
ITEM 1.
Legal Proceedings
16
     
ITEM 1A.
Risk Factors
16
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16
     
ITEM 3.
Defaults Upon Senior Securities
16
     
ITEM 4.
Removed and Reserved
16
     
ITEM 5.
Other Information
16
     
ITEM 6.
Exhibits
17
     
SIGNATURES
 
18


 
2

 

 
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
 
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report.  Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms, or the negative of such terms.  Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements.  Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters.  Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011 filed on April 29, 2011.

In this Quarterly Report on Form 10-Q, references to “dollars” and “$” are to United States dollars and, unless otherwise indicated, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to Oryon Holdings, Inc., a Nevada corporation (formerly Eaglecrest Resources, Inc.).

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q.  Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.  You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.


 
3

 

PART I – FINANCIAL INFORMATION

ITEM 1.               FINANCIAL STATEMENTS
 
The accompanying balance sheets of Oryon Holdings, Inc. (formerly Eaglecrest Resources, Inc.) (pre-exploration stage company) (the “Company”) at October 31, 2011 (with comparative figures as at January 31, 2011) and the statement of operations for the three months and nine months  ended October 31, 2011 and 2010 and from inception  (August  22, 2007) to October 31, 2011, and the statement of cash flow for the nine months ended October 31, 2011 and 2010 and from inception (August 22, 2007) to October 31, 2011 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the nine months ended October 31, 2011 are not necessarily indicative of the results that can be expected for the year ending January 31, 2012.

 
4

 
 
ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
 
(Pre-Exploration Stage Company)
 
BALANCE SHEETS
 
   
   
October 31
   
January 31
 
   
2011
   
2011
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
             
Current Assets
           
Cash
  $ -     $ -  
Total Current Assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
               
Accounts payable
  $ 634     $ 975  
Advances from related parties
    70,400       58,722  
Total Current Liabilities
    71,034       59,697  
                 
STOCKHOLDERS’ DEFICIENCY
               
Common Stock, $0.001 par value, 600,000,000 shares authorized; 60,000,000 shares issued and outstanding
    60,000       60,000  
Additional Paid-in Capital
    (50,000 )     (50,000 )
Accumulated deficit during the pre-exploration stage
    (81,034 )     (69,697 )
Total Stockholders’ Deficiency
    (71,034 )     (59,697 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
  $ -     $ -  

 
The accompanying notes are an integral part of these unaudited financial statements.

 
5

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
 
(Pre-Exploration Stage Company)
 
STATEMENT OF OPERATION
 
For the three and nine months ended October 31, 2011 and 2010 and for the period
 
from August 22, 2007 (date of inception) to October 31, 2011
 
(Unaudited)
 
   
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
   
Aug 22,2007
 
   
ended
   
ended
   
ended
   
ended
   
(Inception)
 
   
Oct 31, 2011
   
Oct 31, 2010
   
Oct 31, 2011
   
Oct 31, 2010
   
to Oct 31, 2011
 
                               
REVENUES
  $ -     $ -     $ -     $ -     $ -  
                                         
EXPENSES
                                       
Impairment loss on mineral claim
    -       -       -       -       5,000  
Professional fees
    1,105       650       7,905       6,950       50,951  
Legal
    -       -       -       3,525       14,853  
General and administrative
    2,127       2,791       3,432       6,207       10,230  
Total expenses
    3,232       3,441       11,337       16,682       81,034  
                                         
Net Loss
  $ (3,232 )   $ (3,441 )   $ (11,337 )   $ (16,682 )   $ (81,034 )
NET LOSS PER COMMON SHARE
                                 
Basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
WEIGHTED AVERAGE OUTSTANDING SHARES
                                 
Basic and diluted
    60,000,000       60,000,000       60,000,000       60,000,000          
 
The accompanying notes are an integral part of these unaudited financial statements.

 
6

 


ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
 
(Pre-Exploration Stage Company)
 
STATEMENT OF CASH FLOWS
 
For the nine months ended October 31, 2011 and 2010 and for the period
 
from August 22, 2007 (date of inception) to October 31, 2011
 
(Unaudited)  
   
                   
   
Nine Months
   
Nine Months
   
August 22,
 
   
ended
   
ended
   
2007
 
   
October 31,
   
October 31,
   
(inception)
 
   
2011
   
2010
   
to October 31,2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
   Net income (loss)
  $ (11,337 )   $ (16,682 )   $ (81,034 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
                       
        Impairment loss on mineral claim
                    5,000  
  Changes in operating assets and liabilities:
                       
       Changes in Accounts Payable
    (341 )     1,200       634  
 NET CASH FLOWS USED IN OPERATING ACTIVITIES
  $ (11,678 )   $ (15,482 )   $  (75,400 )
                         
 CASH FLOWS FROM INVESTING ACTIVITIES     
                       
        Acquisition of mineral claim
    -       -       (5,000 )
NET CASH FLOWS USED IN INVESTING ACTIVITIES
  $ -     $ -     $ (5,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
   Advances from related parties
    11,678       15,482       70,400  
   Proceeds from issuance of common stock
    -       -       10,000  
 NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
  $ 11,678     $ 15,482     $ 80,400  
                         
NET INCREASE (DECREASE) IN CASH
    -       -       -  
CASH AT BEGINNING OF PERIOD 
    -       -       -  
CASH AT END OF PERIOD
    -       -       -  

The accompanying notes are an integral part of these unaudited financial statements.

 
7

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
October 31, 2011
(Unaudited)
 
NOTE 1 - ORGANIZATION
 
The Company, Oryon Holdings, Inc. (formerly Eaglecrest Resources, Inc.) was incorporated under the laws of the State of Nevada on August 22, 2007 with 100,000,000 authorized common shares with a par value of $0.001.
  
The Company was organized for the purpose of acquiring and developing mineral properties. At the report date a mineral claim, with unknown reserves had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the pre-exploration stage.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy
 
The Company has not yet adopted a policy regarding payment of dividends.
 
Income Taxes

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):
Estimated Tax
   
Period
 
Estimated NOL
   
NOL
   
Benefit
   
Valuation
   
Net Tax
 
Ending
 
Carry-Forward
   
Expires
   
from NOL
   
Allowance
   
Benefit
 
January 31, 2008
  $ 12,500       2028     $ 3,750     $ (3,750 )   $ -  
January 31, 2009
  $ 21,167       2029     $ 6,350     $ (6,350 )   $ -  
January 31, 2010   $ 18,373       2030     $ 5,512     $ (5,512 )   $ -  
January 31, 2011
  $ 17,657       2031     $ 5,297     $ (5,297 )   $ -  
October 31, 2011
  $ 11,337       2032     $ 3,401     $ (3,401 )   $ -  
    $ 81,034             $ 24,310     $ (24,310 )   $ -  

On October 31, 2011, the Company has a net operating loss available for carryforward of $81,034. The income tax benefit of approximately $24,310 has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the company has been unable to project a reliable estimated net income for the future. The valuation allowance as of October 31, 2011 was $(24,310), which increased by $(3,401) for the nine month period ended October 31, 2011.
 
Financial and Concentrations Risk

The company has no financial and concentrations risks.

 
8

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
October 31, 2011
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Basic and Diluted Net Income (Loss) Per Share

Basic net incomes (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.
 
Revenue Recognition
 
Revenue will be recognized on the sale and delivery of a product or the completion of a service provided. 

Statement of Cash Flows
 
For the purpose of the statement of cash flows, the company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Advertising and Market Development
 
The company expenses advertising and market development costs as incurred.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Environmental Requirements

At the report date environmental requirements related to a formally held mineral claim are unknown and therefore any estimate of future costs cannot be made.

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.

Estimates and Assumptions
 
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

 
9

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
October 31, 2011
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Financial Instruments
 
The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.
 
Reclassifications
 
Certain prior period amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements
 
The company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

NOTE 3 – ACQUISITION OF A MINERAL CLAIM
 
On August 22, 2007 the company acquired a gold claim for $5,000 known as the Tabuk Gold property, located about 30 km northwest of the city of Tabuk in Republic of the Philippines and is located 20km east of the past producing Agote Gold Mine. As of January 31, 2008, the Company determined the $5,000 mineral property acquisition cost was impaired, and recorded a related impairment loss in the statement of operations.

NOTE 4 – LETTER OF INTENT

On October 24, 2011, we entered into a binding letter of intent with OryonTechnologies, LLC, a Texas limited liability company (“Oryon LLC”) (the “LOI”), in connection with a proposed reverse acquisition transaction (the “Merger”) between the Company and Oryon LLC whereby Oryon LLC will merge into a wholly-owned subsidiary of the Company in exchange for the issuance to the members of Oryon LLC (“Oryon Members”) of approximately 16,462,120 shares of Company common stock. Oryon LLC is a technology company with certain valuable products and intellectual property rights related to a three-dimensional, elastomeric, membranous, flexible electroluminescent lamp.

In accordance with the terms of the LOI, the terms and conditions of the Merger shall be set forth in a formal definitive agreement containing customary representations and warranties, covenants and indemnification provisions, to be negotiated between the parties.  The closing of the Merger (the “Closing”) shall occur on or before thirty (30) days form the date on which Oryon LLC completes an audit of its financial statements as required to be filed by the Company upon the Closing in accordance with U.S. securities laws, and approval by the Oryon Members and Oryon LLC note holders of the Merger agreement and the Merger. Upon Closing, Oryon LLC shall become a wholly-owned subsidiary of the Company.

NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
 
For the nine months ended October 31, 2011, and officer made advances to the Company of $11,678.

Officers-directors have acquired 9% of the outstanding common capital stock of the Company and have made advances of $70,400, since inception. These advances are non-interest bearing and payable on demand.

NOTE 6 – COMMON STOCK
  
On August 6, 2010, the Company approved a resolution to forward split the common shares of the Company on the basis of six new shares for one existing common stock held. As at October 31, 2011, 60,000,000 post split common share issued and outstanding. The 60,000,000 post split common share are shown as split from the date of inception.

 
10

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
October 31, 2011
(Unaudited)
 
NOTE 7 - GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital from Crystal Coranes, President, and the management of the Company has developed a strategy, which it believes will accomplish this objective through short term loans from an officer-director, and additional equity investment, which will enable the Company to operate for the coming year.

NOTE 8 – SUBSEQUENT EVENTS

On October 24, 2011, Oryon LLC issued a promissory note (the “Note”) to the Company in the amount of $100,000 in connection with the advance by the Company to Oryon LLC of $100,000 (the “Advance”).  The funds for said Advance were advanced to the Company under a private offering of 200,000 shares of Company common stock at $0.50 per share that was completed in November 2011.  In the event the Closing does not occur, the principal amount of the Advance together with accrued interest at the rate of five percent (5%) per annum shall become due and payable upon the earlier of (i) receipt by Oryon LLC of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of Oryon LLC.  If the Closing occurs, the Note shall be cancelled.
 
On November 2, 2011, we entered into a financing agreement (“Financing Agreement”) with Maxum Overseas Fund (“Maxum”) under which Maxum agreed to: (i) purchase $100,000 shares of common stock of the Company at a price of $0.50 per share; and (ii) either purchase an additional up to $1,900,000 of common stock of the Company at a price of $0.50 per share or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources. Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment will be issued two (2) shares of common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years.
Effective November 4, 2011, we amended our Articles of Incorporation to decrease the par value of our common stock from $0.006 to $0.001 per share.

Effective November 25, 2011, we amended our Articles of Incorporation to change the Company’s name from “Eaglecrest Resources, Inc.” to “Oryon Holdings, Inc.”
 
 
 
11

 

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

Overview

Oryon Holdings, Inc. (“we,” “us”, “our” or similar terms) (formerly “Eaglecrest Resources, Inc.”) was organized under the laws of the State of Nevada on August 22, 2007 to explore mineral properties. Our principal executive offices are located at 340 Basa Compound, Zapate, Las Pinas City, Metro Manila, Philippines.  Our telephone number is (702) 973-1583.
  
As a result of the current difficult economic environment and our lack of funding to explore mineral properties, our Board of Directors has begun to analyze strategic alternatives available to our Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.  Any such business combination and the selection of a partner for such a business combination involves certain risks, including analyzing and selecting a business partner that is compatible to engage in a transaction with us or has business operations that are or will prove to be profitable. If we are unable to locate a suitable business combination partner and are otherwise unable to raise additional funding, we will likely be forced to cease business operations.

Although our Board of Directors’ preference would be to obtain additional funding to explore mineral properties, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management will no longer be in control of our Company and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital.
 
We have had preliminary discussions with potential business combination partners, and to that end, as disclosed in the Company’s Current Report on Form 8-K filed on October 28, 2011, on October 24, 2011, we entered into a binding letter of intent with OryonTechnologies, LLC, a Texas limited liability company (“Oryon LLC”) (the “LOI”), in connection with a proposed reverse acquisition transaction (the “Merger”) between the Company and Oryon LLC whereby Oryon LLC will merge into a wholly-owned subsidiary of the Company in exchange for the issuance to the members of Oryon LLC (“Oryon Members”) of approximately 16,462,120 shares of Company common stock. Oryon LLC is a technology company with certain valuable products and intellectual property rights related to a three-dimensional, elastomeric, membranous, flexible electroluminescent lamp.


 
12

 

In accordance with the terms of the LOI, the terms and conditions of the Merger shall be set forth in a formal definitive agreement containing customary representations and warranties, covenants and indemnification provisions, to be negotiated between the parties.  The closing of the Merger (the “Closing”) shall occur on or before thirty (30) days form the date on which Oryon LLC completes an audit of its financial statements as required to be filed by the Company upon the Closing in accordance with U.S. securities laws, and approval by the Oryon Members and Oryon LLC note holders of the Merger agreement and the Merger. Upon Closing, Oryon LLC shall become a wholly-owned subsidiary of the Company.

At Closing, it is anticipated that the Oryon Members shall own approximately 52% of the Company’s issued and outstanding common stock.

The LOI is binding and effective upon the date the Company makes an advance of $100,000 (the “Advance”) to Oryon LLC pursuant to the terms of a promissory note (the “Note”).  On October 24, 2011, Oryon LLC issued the Note to the Company.  In the event the Closing does not occur, the principal amount of the Advance together with accrued interest at the rate of five percent (5%) per annum shall become due and payable upon the earlier of (i) receipt by Oryon LLC of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of Oryon LLC.  If the Closing occurs, the Note shall be cancelled.
 
Subsequent to October 31, 2011

On November 2, 2011, we entered into a financing agreement (the “Financing Agreement”) with Maxum Overseas Fund (“Maxum”), under which Maxum agreed to: (i) purchase $100,000 of common stock of the Company at a price of $0.50 per share; and (ii) either purchase an additional up to $1,900,000 of common stock of the Company at a price of $0.50 per share or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources. Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment will be issued two (2) shares of common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years.

Effective November 4, 2011, we amended our Articles of Incorporation to decrease the par value of our common stock from $0.006 to $0.001 per share.

Effective November 25, 2011, we amended our Articles of Incorporation to change the Company’s name from “Eaglecrest Resources, Inc.” to “Oryon Holdings, Inc.”

Results of Operations
 
The following discussion should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this quarterly report. In addition to the historical financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

During the three and nine month periods ended October 31, 2011 and October 31, 2010, we earned no revenues.

We incurred a loss of $3,232 for the three months ended October 31, 2011. From inception to October 31, 2011, we have incurred losses of $81,034. The principal components of losses since inception were professional fees of $50,951, legal fees of $14,853, other general and administrative fees $10,230, and an impairment loss related to the purchase of the Tabuk Gold Property for $5,000.

 
13

 

We currently have no revenue from operations and have not earned any revenue since inception. We are in a start-up phase since we have no significant assets, tangible or intangible. There can be no assurance that we will generate revenues in the future, or that we will be able to operate profitably in the future, if at all. We have incurred net losses since inception of our operations in August 2007.
 
Liquidity & Capital Resources
 
As of October 31, 2011, we had working deficit of $71,034 compared to working deficit of $59,697 at January 31, 2011. At both October 31, 2011 and January 31, 2011, our total assets were NIL.
 
As of October 31, 2011, our total current liabilities increased to $71,034 as compared with $59,697 at January 31, 2011 as a result of accounts payable of $634 and advances from related parties in the amount of $70,400.

On October 24, 2011, Oryon LLC issued a promissory note (the “Note”) to the Company in the amount of $100,000 in connection with the advance by the Company to Oryon LLC of $100,000 (the “Advance”).  The funds for said Advance were advanced to us under a private offering of 200,000 shares of our common stock at $0.50 per share which was completed in November 2011.  In the event the Closing does not occur, the principal amount of the Advance together with accrued interest at the rate of five percent (5%) per annum shall become due and payable upon the earlier of (i) receipt by Oryon LLC of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of Oryon LLC.  If the Closing occurs, the Note shall be cancelled.
 
On November 2, 2011, we entered into a financing agreement (“Financing Agreement”) with Maxum Overseas Fund (“Maxum”) under which Maxum agreed to: (i) purchase $100,000 shares of common stock of the Company at a price of $0.50 per share; and (ii) either purchase an additional up to $1,900,000 of common stock of the Company at a price of $0.50 per share or assist the Company in securing all or a portion of such $1,900,000 investment from alternate sources. Under the terms of the Financing Agreement, for each dollar invested, the investor(s) making such investment will be issued two (2) shares of common stock of the Company and a warrant to purchase two (2) shares of common stock of the Company with an exercise price of $0.75 per share and a term of five (5) years.

We do not have any material unused sources of liquid assets. We currently cannot satisfy our cash requirements for the next three (3) months.  We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.
 
To the extent that we require additional funds to meet our obligations under the LOI, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to us or available on acceptable terms.
 
Except as contemplated under the terms of the LOI, we do not currently have any material commitments for capital expenditures. We are also not aware of any material trends, favourable or unfavourable, in our capital resources nor do we expect any material changes in the mix and relative cost of such resources.

Other than the Financing Agreement noted above and any obligations under the LOI, we do not know of any trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

Off-Balance Sheet Arrangements
 
We currently do not have any off-balance sheet arrangements.

ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
 
Not applicable.

 
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ITEM 4.               CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer (Crystal Coranes) along with our Principal Financial Officer (Rizalyn Cabrillas), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of October 31, 2011 pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, our Principal Executive Officer along with our Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of October 31, 2011 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  This conclusion is based on findings that constituted material weaknesses.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

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

●              The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

●              The Company has limited segregation of duties which is not consistent with good internal control procedures.

●              The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

●              There are no effective controls instituted over financial disclosure and the reporting processes.

Our management feels the weaknesses identified above, being the latter three, have not had any affect on the financial results of the Company. They will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

We will endeavour to correct the above noted weaknesses in internal control once we have adequate funds to do so. Appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff, the segregation of duties issue will be addressed and will no longer be a concern to management. Further, having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Our management will continue to monitor and evaluate the effectiveness of the our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and we are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal controls over financial reporting that occurred during the three months ended October 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.  We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 
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PART 11 – OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS

To the best of management’s knowledge, there are no material legal proceedings pending against the Company.

ITEM 1A.            RISK FACTORS

Not applicable.

ITEM 2.               UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.               DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.               REMOVED AND RESERVED

ITEM 5.               OTHER INFORMATION

Effective November 4, 2011, we amended our Articles of Incorporation to decrease the par value of our common stock from $0.006 to $0.001 per share.  A copy of the Amendment to our Articles of Incorporation is included with this Quarterly Report on Form 10-Q.
 
In our Current Report on Form 8-K filed October 28, 2011 (the “Prior 8-K”), we inadvertently disclosed our entrance into the Financing Agreement with Maxum effective as of October 24, 2011.  The correct effective date is November 2, 2011.  Except for the forgoing date correction, the disclosure provided in the Prior 8-K remains unchanged.

 
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ITEM 6.               EXHIBITS

The following exhibits are included as part of this report by reference:

3.1(a)
 
Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2008, Registration No. 333-151269).
 
3.1(b)
 
Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2010).
 
3.1(c)
 
Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 28, 2011).
 
3.1(d)
 
Amendment to Articles of Incorporation.*
 
3.2
 
By-laws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2008, Registration No. 333-151269).
 
10.1
 
Letter of Intent by and between the Registrant and OryonTechnologies, LLC, dated October 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
 
10.2
 
Promissory Note by and between the Registrant  and OryonTechnologies, LLC, dated October 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
 
10.3
 
Financing Agreement by and between the Registrant and Maxum Overseas Fund, dated October 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
 
31.1
 
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
31.2
 
Certification of Principal Financial Officer and Principal Accounting Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
32.1
 
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
32.2
 
Certification of Principal Financial and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
101.INS
 
XBRL Instance Document**
 
101.SCH
 
XBRL Taxonomy Extension Schema**
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase**
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase**
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase**
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase**
 
___________
 
* Filed herewith
 
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
 
 
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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.

 
ORYON HOLDINGS, INC.
 
(formerly Eaglecrest Resources, Inc)
(Registrant)
 
 
/s/ Crystal Coranes                                
Date:  December  21, 2011
CRYSTAL CORANES                                                      
 
Chief Executive Officer (Principal Executive Officer)
 
 
/s/ Rizalyn Cabrillas                                           
Date:  December 21, 2011
RIZALYN CABRILLAS                                           
 
Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer)

 
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