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

FORM 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended January 31, 2012
 
OR
 
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________            

Commission file number:  001-34212

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

NEVADA
 
 26-2626737
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
340 Basa Compound, Zapate,
Las Pinas City
Metro Manila, Philippines
 
 
 
N/A
(Address of principal executive offices)
 
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  

Common Stock, $0.001 par value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  No  x

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

 
 

 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

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

 Large accelerated filer 
 
 Accelerated filer  
     
 Non-accelerated filer    (Do not check if a smaller reporting company)
 Smaller 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

The Company’s common stock was not actively traded as of the last business day of the Company’s most recently completed second fiscal quarter.

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

Common Stock
 
Outstanding at April 26, 2012
Common Stock, $.001 par value per share
 
17,800,000 shares

DOCUMENTS INCORPORATED BY REFERENCE: None


 
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ORYON HOLDINGS, INC.

TABLE OF CONTENTS

   
Page
Part I
   
Item 1
Business
4
Item 1A
Risk Factors
6
Item 1B
Unresolved Staff Comments
11
Item 2
Properties
11
Item 3
Legal Proceedings
14
Item 4
Mine Safety Disclosures
14
Part II
   
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
15
Item 6
Selected Financial Data
15
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operation
16
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
18
Item 8
Financial Statements and Supplementary Data
18
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
19
Item 9A
Controls and Procedures
19
Item 9B
Other Information
20
Part III
   
Item 10
Directors and Executive Officers and Corporate Governance
21
Item 11
Executive Compensation
22
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
24
Item 13
Certain Relationships and Related Transactions, and Director Independence
26
Item 14
Principal Accounting Fees and Services
27
Part IV
   
Item 15
Exhibits, Financial Statement Schedules
28
Signatures
 
29
 

 
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PART I

ITEM 1. BUSINESS.

History and Organization
 
The following discussion should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this annual 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.

Oryon Holdings, Inc. (“we,” “us”, “our” or similar terms) was organized under the laws of the State of Nevada on August 22, 2007 under the name “Eaglecrest Resources, Inc.” 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.

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 our name from “Eaglecrest Resources, Inc.” to “Oryon Holdings, Inc.”
 
We were formed to engage in the exploration of mineral properties for gold. We have staked a prospect that contains one (1) 7-unit claim block containing 955.2 hectares which has been recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines. We refer to this mining claim as the Tabuk Gold property (“Tabuk Gold”).
 
We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, “Business of the Issuer.” Our auditors have issued a going concern opinion, raising substantial doubt about our financial prospects and ability to continue as a going concern.
 
To date, we have been unable to raise additional funds to implement our operations, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result of the current difficult economic environment and our lack of funding to implement our business plan, 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.

Although our Board of Directors’ preference would be to obtain additional funding to develop our mining property, 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,  but have not signed a  definitive  agreement to engage in a strategic transaction as of the date of this annual report. 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.  In the  event  we  select a  partner  for a  strategic transaction and sign a definitive agreement to consummate such a transaction, we will  report  this  event  on a Form 8-K to be filed  with  the  Securities  and Exchange Commission.  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.

 
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In furtherance of entering into a business combination, on October 24, 2011, we entered into a binding letter of intent with OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) (the “LOI”), in connection with a proposed reverse acquisition transaction (the “Merger”) between the Company and Oryon whereby Oryon will merge into a wholly-owned subsidiary of the Company in exchange for the issuance to the members of Oryon (“Oryon Members”) of approximately 16,502,121 shares of Company common stock, assuming none of Oryon’s existing Series C Notes are converted. Oryon 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 negotiated between the parties containing customary representations and warranties, covenants and indemnification provisions.  To that end, as disclosed in our Current Report on Form 8-K filed on March 14, 2012, on March 9, 2012, we entered into that certain Agreement and Plan of Merger by and between the Company, Oryon and Oryon Merger Sub, LLC (the “Merger Agreement”).  The closing of the Merger (the “Closing”) shall occur on or before thirty (30) days from the date on which Oryon 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, approval by the Oryon Members and Oryon note holders of the Merger Agreement and the Merger, and certain other closing conditions.

Upon Closing, Oryon shall become a wholly-owned subsidiary of the Company. In addition, at Closing, it is anticipated that the Oryon Members shall own approximately 52% of the Company’s issued and outstanding common stock. Accordingly, a change in control of the Company would result at Closing.
  
Planned Business

The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes, which form an integral part of the financial statements, which are attached hereto.  The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Employees
 
At present, we have no employees. We anticipate that we will be conducting most of our business through agreements with consultants and third parties.

Capital Equipment and Expenditures

During the year ended January 31, 2012, our efforts were primarily focused on exploring potential mining opportunities; therefore, no material capital equipment was acquired by us.  

Investment Policies

We do not have an investment policy at this time.  Any excess funds the Company has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest or additional funds held by our Company.   Presently we do not have any excess funds to invest.

Corporate Information

Our principal executive office is located at: 340 Basa Compound, Zapate, Las Pinas City, Metro Manila, Philippines. Our telephone number is (702) 973-1583.
 
Cautionary Statement Regarding Forward-Looking Statements
 
Some discussions in this Form 10-K may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

 
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In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and as well as those discussed elsewhere in this Form 10-K.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

ITEM 1A.  RISK FACTORS.

You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities.  The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed.  In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

ANY INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FORM10-K BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED.  INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT IN OUR SHARES.

THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT OR THAT WE CURRENTLY DEEM IMMATERIAL, ALSO MAY ADVERSELY AFFECT OUR BUSINESS. THE TRADING PRICE OF OUR SHARES OF COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

OUR COMMON SHARES ARE SPECULATIVE BY NATURE AND INVOLVE AN EXTREMELY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. WE ALSO CAUTION PROSPECTIVE INVESTORS THAT THE FOLLOWING RISK FACTORS, AMONG OTHERS, COULD CAUSE OUR ACTUAL FUTURE OPERATING RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS, ORAL OR WRITTEN, MADE BY OR ON BEHALF OF US. IN ASSESSING THESE RISKS, WE SUGGEST THAT YOU ALSO REFER TO OTHER INFORMATION CONTAINED IN THIS FORM 10-K, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED NOTES.
 
RISKS RELATED TO US AND OUR INDUSTRY
 
1. WE HAVE NEVER EARNED A PROFIT AND THERE IS NO GUARANTEE THAT WE WILL EVER EARN A PROFIT.
From our inception on August 22, 2007 to the period ended on January 31, 2012, we have not generated any revenue. We do not currently have any revenue producing operations. We are not currently operating profitably, and it should be anticipated that we will operate at a loss at least until such time when the production stage is achieved, if production is, in fact, ever achieved.

 
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2. WE WERE RECENTLY FORMED, AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A PROFIT. IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY, AN INVESTMENT IN OUR SECURITIES MAY BE WORTHLESS.
We have no operating history and have not proved we can operate successfully. We face all of the risks inherent in a new business. If we fail, your investment in our common stock will become worthless. From inception on August 22, 2007 to the period ended on January 31, 2012, we incurred a net loss of $169,939 and did not earn any revenue. The purchase of our securities must therefore be regarded as the placing of funds at a high risk in a new or “start-up” venture with all the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.
 
3. WE HAVE NO OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN OUR GOLD MINERAL EXPLORATION ACTIVITIES.

We have no history of operations. As a result of our brief operating history, there can be no assurance that that we will be successful exploring for gold. Our success to date in entering into ventures to acquire interests in exploration blocks is not indicative that we will be successful in entering into any further ventures. Any future significant growth in our mineral exploration activities will place additional demands on our Executive Officers, and any increased scope of our operations will present challenges due to our current limited management resources. Our future performance will depend upon our management and his ability to locate and negotiate additional exploration opportunities in which we can participate. There can be no assurance that we will be successful in these efforts. Our inability to locate additional opportunities, to hire additional management and other personnel, or to enhance our management systems, could have a material adverse effect on our results of operations. There can be no assurance that our operations will be profitable.
 
4. THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE MS. CORANES, ONE OF OUR TWO OFFICERS AND A DIRECTOR, DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION.
Ms. Coranes, our President and one of our directors, does not have formal training as a geologist or in the technical aspects of management of a mineral exploration company. She lacks technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, she may not be fully aware of the specific requirements related to working within this industry. Her decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.
 
5. WE ARE SOLELY GOVERNED BY MS. CORANES AND MS. CABRILLAS, OUR ONLY TWO  EXECUTIVE OFFICERS AND DIRECTORS, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO US FROM A CORPORATE GOVERNANCE PERSPECTIVE.
 Ms. Coranes and Ms. Cabrillas, our only two executive officers and directors, make decisions such as the approval of related party transactions, the compensation of executive officers, and the oversight of the accounting function. Because we only have two executive officers, there may be limited segregation of executive duties, and thus, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations, which could result in fines, penalties and assessments against us. In addition, Ms. Coranes and Ms. Cabrillas will exercise full control over all matters that require the approval of a Board of Directors. Accordingly, the inherent controls that arise from the segregation of executive duties and review and/or approval of those duties by the Board of Directors may not prevail. Ms. Coranes and Ms. Cabrillas will effectively have both the authority to take any actions and review and approve those actions and, as such, there may be significant risk to us from the corporate governance perspective.
 
We have not adopted corporate governance measures such as an audit or other independent committees as we presently do not have any independent directors. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
 

 
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6. SINCE MS. CORANES AND MS. CABRILLAS, OUR TWO EXECUTIVE OFFICERS AND DIRECTORS, ARE NOT RESIDENTS OF THE UNITED STATES, IT MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST THEM.
Shareholders may have difficulty enforcing any claims against us because Ms. Cabrillas and Ms. Coranes, our only two executive officers and directors, reside outside the United States. If a shareholder desired to sue, shareholders would have to serve a summons and complaint. Even if personal service is accomplished and a judgment is entered against that person, the shareholder would then have to locate the assets of that person, and register the judgment in the foreign jurisdiction where the assets are located.

7. BECAUSE OUR EXECUTIVE OFFICERS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.
It is possible that the demands on Ms. Coranes and Ms. Cabrillas, our only two executive officers and directors, from other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business. In addition, Ms. Coranes and Ms. Cabrillas may not possess sufficient time to manage our business if the demands of managing our business increased substantially.
 
8. THE IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS THAT WE MAKE TO BE UNRELIABLE.
Mineral deposit estimates and related databases are expressions of judgment based on knowledge, mining experience, and analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral deposit estimates are imprecise and depend upon statistical inferences, which may ultimately prove unreliable. Mineral deposit estimates included here, if any, have not been adjusted in consideration of these risks and, therefore, no assurances can be given that any mineral deposit estimate will ultimately be reclassified as reserves. If our exploration program locates a mineral deposit, there can be no assurances that any of such deposits will ever be classified as reserves.
 
9. WE ARE SENSITIVE TO FLUCTUATIONS IN THE PRICE OF GOLD, WHICH IS BEYOND OUR CONTROL.
The price of gold can fluctuate. Since will continue to be affected by numerous factors beyond our control. Factors that affect the price of gold include the demand from consumers for products that use gold, economic conditions, over supply from secondary sources and costs of production. Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs or the viability of our projects.
 
10. MINERAL EXPLORATION AND PROSPECTING IS HIGHLY COMPETITIVE AND A SPECULATIVE BUSINESS AND WE MAY NOT BE SUCCESSFUL IN SEEKING AVAILABLE OPPORTUNITIES.
The process of mineral exploration and prospecting is a highly competitive and speculative business. In seeking available opportunities, we will compete with a number of other companies, including established, multi-national companies that have more experience and resources than us. We compete with other exploration companies looking for gold and copper deposits. Because we may not have the financial and managerial resources to compete with other companies, we may not be successful in our efforts to acquire projects of value, which, ultimately, become productive. However, while we compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims.
 
11. COMPLIANCE WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS. THE HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE, AND, AS SUCH, REPRESENTS AN UNKNOWN FACTOR IN OUR PLANNING PROCESSES.
All mining is regulated by the government agencies at the Federal and Provincial levels of government in the Philippines. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from government agencies before the commencement of mining activities. An environmental impact study that must be obtained on our property in order to obtain governmental approval to mine on the property is also a part of the overall operating costs of a mining company.
 

 
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The possibility of more stringent regulations exists in the areas of worker health and safety, the dispositions of wastes, the decommissioning and reclamation of mining and milling sites and other environmental matters, each of which could have an adverse material effect on the costs or the viability of a particular project. Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our projects.
 
12. MINING AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY FEDERAL AND PROVINCIAL GOVERNMENTS. FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND POLICIES, COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS FOR A PARTICULAR PERIOD AND OUR LONG-TERM BUSINESS PROSPECTS.
Mining and exploration activities are subject to extensive regulation by government. Such regulation relates to production, development, exploration, exports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine and mill reclamation, mine and mill safety, toxic substances and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing and operating mines and other facilities. Furthermore, future changes in governments, regulations and policies could adversely affect our results of operations in a particular period and our long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, which are complex and time consuming to obtain and which, depending upon the location of the project, involve various governmental agencies. The duration and success of such approvals are subject to many variables outside our control.
 
RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL
 
1. WE HAVE NOT PAID ANY CASH DIVIDENDS ON OUR SHARES OF COMMON STOCK AND DO NOT ANTICIPATE PAYING ANY SUCH DIVIDENDS IN THE FORESEEABLE FUTURE.
Payment of future dividends, if any, will depend on our earnings and capital requirements, our debt facilities and other factors considered appropriate by our Board of Directors. To date, we have not paid any cash dividends on our common stock and do not anticipate paying any such dividends in the foreseeable future.
 
2. IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
We will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. We do not have any arrangements for financing and we may not be able to find such financing, if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.
 
3. BECAUSE OF OUR LIMITED RESOURCES AND THE SPECULATIVE NATURE OF OUR BUSINESS, THERE IS A SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
The report of our independent auditors, on our audited financial statements for the period ended January 31, 2012, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent on our ability to obtain financing and upon our ability to achieve future profitable operations from the development of our mineral properties. If we are not able to continue as a going concern, it is likely investors will lose their investment.
 
RISKS RELATED TO OUR STOCK
 
1. WE WILL NEED TO RAISE CAPITAL, WHICH WILL DILUTE THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING. THERE CAN BE NO ASSURANCE THAT THIS ADDITIONAL CAPITAL WILL BE AVAILABLE OR ACCESSIBLE BY US.
We will need to raise capital by issuing additional shares of common stock and will, thereby, increase the number of common shares outstanding. There can be no assurance that this capital will be available to meet these continuing exploration and development costs or, if the capital is available, that it will be available on terms acceptable to us. If we are unable to obtain financing in the amounts and on terms deemed acceptable, our business and future success will almost certainly be adversely affected. If we are able to raise additional capital, we cannot be assured that it will be on terms that enhance the value of our common shares.

 
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2. IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK IN THE FUTURE, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
 
3. OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS AND THE NASD’S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.
 
Our common shares are deemed to be “penny stock” as that term is defined in Regulation Section “240.3a51 -1” of the Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three (3) years) or U.S. $5,000,000 (if in continuous operation for less than three (3) years), or with average revenues of less than U.S. $6,000,000 for the last three (3) years.
 
Section “15(g)” of the United States Securities Exchange Act of 1934, as amended, and Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock”.
 
Moreover, Regulation Section “240.15g -9” of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our common shares to resell their common shares to third parties or to otherwise dispose of them. Stockholders should be aware that, according to SEC Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
 
(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
 
(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
 
(iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;
 
(iv) excessive and undisclosed bid-ask differential and mark-ups by selling broker-dealers; and

 
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(v)  the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.
 
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide the information required by this item.

ITEM 2.  PROPERTIES.
  
We are presently in the pre-exploration stage. We intended to undertake pre-exploration work on the mineral claim if we could obtain sufficient financing. The Tabuk Gold project consists of one (1) unpatented mineral claim, located 30 kilometers northwest of the city of Tabuk at Universal Transverse Mercator co-ordinates Latitude 17°25’00”N and Longitude 121°26’00”E. The mineral claim was assigned to us by Abacus Ventures Ltd. and said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.

There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances. As advanced exploration proceeds, there may be bonding requirements for reclamation.
 
We have purchased a one hundred percent interest (100%) in the Tabuk Gold property.

Tabuk Gold
 
Tabuk Gold, located about 30 km Northwest of the city of Tabuk, (closest city) lies 30 km Southeast of Tabuk and 25 km Northeast of Bangued, is a gold exploration project, located 20 km East of the past producing Agote Gold Mine. The claims are accessible by all weather government maintained roads to the town of Tabuk (to the Southeast) and to Bangued to the North East. Year round deep sea port facilities at Tabuk and a skilled population base found between Tabuk and Bangued are readily available.
 
 
11

 
 
 
The past producing mines yielded 35 million ounces of gold during the years 1926 and 2000.
 
The district is immensely rich in mineral resources. The high elevation forest of the district have concentrations of heavy minerals like Ilmenite, Rutile, Monosite and Zircon which offer scope of exploitation for industrial purpose.
 
A recommended two phased mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying will enhance the targets for diamond drilling. This exploration program to fully evaluate the prospects of the Tabuk Gold mine, at a cost of Php 1,863,000 is fully warranted to be undertaken.
 
We are an exploration stage company and we cannot provide assurance to investors that our mineral claims contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is conducted and an evaluation by a professional geologist of the exploration program concludes economic feasibility.
 
Location, Access, Topographic and Physical Environment
 
The Tabuk Gold property is accessible from Tabuk by traveling on the country’s only highway system which for the most part consists of one lane in each direction and by taking an all weather gravel road. Tabuk lies in a non-active seismic area, which means that it is free from major earthquakes. The city was formed in the so-called Carbon period, some three hundred fifty (350) million years ago. During this period, large shallow marshes were formed with abundant vegetation. The rotting plants and trees in these marshes turned into peat and later into coal. The town still has large coal reserves, the basis for the city’s coal mining industry of today.
 
The Philippines is situated between 5 and 22 degrees north latitude. This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation. Rainfall on the city can occur in every month, but the wettest months are October, November and December. Annual rainfall is approximately 1.5 meters. Due to the steep, deforested mountains, on average sixty percent (60%) of the rainwater runs off fast to the sea. The remaining forty percent (40%) partly evaporates and seeps through to the island’s underground water aquifer.

 
12

 
 
Tabuk has an experienced workforce and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in Tabuk.
Regional Geology of the Area
 
The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites. Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of the areas adjoining the foothills of the Western Ghats. Lignite occurs as sedimentary beds of tertiary age. The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.
 
Recommended Exploration Work
 
Previous exploration work has not, to our management’s knowledge, included any attempt to drill the structure on the Tabuk Gold property. Records indicate that no detailed exploration has been completed.
 

 
13

 

To the east of the property is intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.
 
The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, which commonly contain minor pyrite and pyrrhotite.
 
Compliance with Government Regulation
 
We will be required to conduct all mineral exploration activities in accordance with the federal and provincial regulations in the Philippines. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in capital expenditures which could result in a cessation of operations.
 
ITEM 3.  LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities.  None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4.  MINE SAFETY DISCLOSURES.
 
Not applicable.

 
14

 

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

There has not been an active trading market for our common stock during the two most recent fiscal years.  The Company is currently quoted on the OTCQB under the symbol “ORYN.”

As at January 31, 2012, there were no warrants or rights outstanding and subsequent to our fiscal year end we issued 1,450,000 warrants.  The warrants were issued in accordance with our Financing Agreement and are exercisable into one common share at a price of $0.75 per share. No stock options have been granted since the Company’s inception.
 
Dividends

The Company has not paid any dividends on its common stock, and it does not anticipate that it will pay dividends in the foreseeable future.   Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance our growth.  The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors. 

Shareholders

As at April 26, 2012, the Company had 14 shareholders; none of these shareholders is an officer or director of the Company. Such number does not include any shareholders holding shares in nominee or “street name.”

Securities Authorized for Issuance Under Equity Compensation Plans

During the fiscal year ended January 31, 2012, we did not have any form of stock option plan for the benefit of our directors, officers or future employees and we did not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.  Subsequent to our fiscal year ended January 31, 2012, on February 24, 2012, our Board adopted the 2012 Equity Incentive Plan (the “Plan”) and reserved 7,500,000 shares of the Company’s common stock for issuance thereunder to officers, directors, employees, consultants and other service providers of the Company.  The Plan is subject to final approval by the Company’s shareholders and no awards of any kind have been issued under the Plan as of the date of this Annual Report.

Recent Sales of Unregistered Securities
 
The information set forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year ended January 31, 2012:

For the fiscal year ended January 31, 2012 we sold 650,000 shares of our common stock for cash proceeds of $325,000, in accordance with our Financing Agreement (these shares were not issued until March 12, 2012).

Subsequent to our fiscal year ended January 31, 2012, and to April 23, 2012, we sold an additional 800,000 shares of our common stock for cash proceeds of $400,000 in accordance with our Financing Agreement.
We believe that the issuance of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The recipient of the shares was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make its investment decision, including the Company’s financial statements and 34 Act reports.

ITEM 6. SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 
15

 
 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries for the fiscal  years ended January 31, 2012 and 2011.  The discussion and analysis that follows should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.  Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report.

Overview

We were 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.

We are a start-up, pre-exploration stage company, have a limited operating history and have not yet undertaken any exploration activity or generated or realized any revenues from our sole property, the Tabuk Gold Claim. Our property is in the early stage of exploration and there is no reasonable likelihood that revenue can be derived from the property in the foreseeable future.  There can be no assurance that a commercially viable mineral deposit, an ore reserve, exists on the Tabuk Gold Claim or can be shown to exist unless and until sufficient and appropriate exploration work is carried out and a comprehensive evaluation of such work concludes economic and legal feasibility. Such work could take many years of exploration and would require expenditure of very substantial amounts of capital.

On August 6, 2010, we effected a 6 for 1 forward stock split (the “Stock Split”) of all of our issued and outstanding shares of common stock.   Also effective August 6, 2010, we amended our Articles of Incorporation to increase the number of our authorized shares of common stock in connection with the Stock Split.  Subsequent to the stock split, the authorized capital stock of the Company consisted of 600,000,000 shares of common stock, par value $0.006 per share.

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.  Further, on October 31, 2011, certain shareholders, including our two executive officers, surrendered in aggregate 30,000,000 shares of our common stock for cancellation, and on November 17, 2011, an additional 1,000,000 shares were surrendered for cancellation.  As a result of such cancellations, our total number of issued and outstanding common stock was 29,000,000 as of January 31, 2012.

As a result of the current difficult economic environment and our lack of funding to explore mineral property, 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 develop our mining property, 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.

 
16

 
 
In furtherance of entering into a business combination, on October 24, 2011, we entered into the LOI with Oryon, and on March 9, 2012, we entered into the Merger Agreement with Oryon and Merger Sub in connection with the proposed Merger with Oryon.   Upon Closing, Oryon shall become a wholly-owned subsidiary of the Company. In addition, at Closing, it is anticipated that the Oryon Members shall own approximately 52% of the Company’s issued and outstanding common stock. Accordingly, a change in control of the Company would result at Closing.
 
Results of Operations

Comparison of the Fiscal Year Ended January 31, 2012 and January 31, 2011
 
During the years ended January 31, 2012 and January 31, 2011, we earned no revenues.

We incurred a loss of $100,242 for the year ended January 31, 2012. From inception to January 31, 2012, we have incurred losses of $169,939. The principal components of losses since inception were professional fees of $57,121, legal fees of $94,348, other general and administrative fees of $13,470, and an impairment loss related to the purchase of the Tabuk Gold Property for $5,000.

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 January 31, 2012, we had working capital of $165,061 compared to a working capital deficit of $59,697 at January 31, 2011.  As of January 31, 2012, our total assets were $325,000.
 
As of January 31, 2012, our total current liabilities increased to $159,939 as compared with $59,697 at January 31, 2011 as a result of accounts payable of $53,459 and advances from related parties in the amount of $46,783.

Between October 24, 2011 and December 28, 2011, Oryon issued promissory notes (the “Notes”) to the Company totaling $325,000 in connection with advances by the Company to Oryon of $325,000 (“Advances”) The funds for said Advances were advanced to us under a private offering of 650,000 shares of our common stock at $0.50 per share pursuant to the Financing Agreement which has been recorded as common stock to be issued in the accompanying January 31, 2012 balance sheets.

In the event the Closing of the Merger does not occur, the principal amount of the Advances (collectively the “Notes”) 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 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.  If the Closing occurs, the Notes shall be cancelled. We do not have any material unused sources of liquid assets. We currently cannot satisfy our cash requirements for the next twelve 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 Merger Agreement, 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.

 

 
17

 

Except as contemplated under the terms of the Merger Agreement, we do not currently have any material commitments for capital expenditures. We are also not aware of any material trends, favorable or unfavorable, 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 Merger Agreement, 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.
 
Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.
  
The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exists which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Our intended exploration activities are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable exploration activity or income from its investments. As of January 31, 2012, we have not generated revenues, and have experienced negative cash flow from minimal exploration activities. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 
18

 

The financial statements attached to this Form 10-K for the year ended January 31, 2012 have been audited by our independent registered accountants, Madsen & Associates CPA’s, Inc., and attached hereto.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
During the year ended January 31, 2012, to the best of our knowledge, there have been no disagreements with Madsen & Associates CPA’s, Inc., on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates CPA’s, Inc., would have caused them to make a reference in connection with its report on the financial statements for the year.

ITEM 9A.  CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

Internal controls are a mechanism to ensure objectives are achieved and are under the supervision of the Company’s our president and principal executive director, being Crystal Coranes, and secretary treasurer and principal financial director, being Rizalyn Cabrillas. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.
 
These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
 
Internal control is “everything that helps one achieve one’s goals - or better still, to deal with the risks that stop one from achieving one’s goals.”
 
Internal controls are mechanisms that are there to help the Company manage risks to success.
 
Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).  In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

Management’s Report on Internal Control Over Financial Reporting

As of January 31, 2012 ( the “evaluation date”), the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Management concluded, during the year ended January 31, 2012, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers being material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

 
19

 

●              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.

Management feels the weaknesses identified above, being the latter three, have not had any affect on the financial results of the Company. Management 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.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so.  By 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 address and will no longer be a concern to management.  By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Controls Over Financial Reporting

There were no changes in our  internal  controls  over  financial  reporting  that occurred  during  the  period  covered  by this  report,  which  has  materially affected,  or is reasonably likely to materially  affect,  our internal controls over financial reporting.

ITEM 9B.  OTHER INFORMATION.
 
None.

 
20

 

PART III
 
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Information about our executive officers and directors follows:
 
NAME 
 
AGE
 
POSITION AND TERM OF OFFICE 
 
ADDRESS
             
Crystal S. Coranes
 
29
 
President, Chief Executive Officer and Director 
 
29 Cagayan De Oro St, Alabang Hills Village, Cupang Muntinlupa, Philippines
             
Rizalyn R. Cabrillas 
 
31
 
Chief Financial Officer, Treasurer, Secretary and Director 
 
340 Basa Compound Zapate Las Pinas, City Metro Manila, Philippines
  
At present, we have two executive officers and directors. Our Bylaws provide for a Board of Directors (“Board”) ranging from one to nine members, with the exact number to be specified by the Board. All directors will hold office until the next annual meeting of the stockholders following their election and until their successors have been duly elected and qualified. The Board appoints officers. Officers will hold office until the next annual meeting of our Board following their appointment and until their successors have been appointed and qualified.
 
Background of officers and directors
 
Set out the below is a brief description of the recent employment and business experience of our two executive officers and directors, Ms. Coranes and Ms. Cabrillas:
 
Crystal Coranes – President, CEO and Director
 
Ms. Coranes was born on December 18, 1983. From 2003 through 2006, Ms. Coranes attended the University of the Philippines in Manila, Philippines and obtained a Bachelor of Science degree in Geology. From 2006 to the present, Ms. Coranes has been employed by Lee Mining LLC as a junior geologist where she is currently responsible for coordinating, supervising and undertaking field work and reporting findings related to such work to the company’s chief geologist. She is also responsible for making recommendations as to the merits of property based upon data obtaining from any testing performed during field work on such property.
 
Rizalyn R. Cabrillas – CFO, Secretary, Treasurer and Director
 
Ms. Cabrillas attended and attained a High School Diploma from Bernardo College, Las Pinas City, Philippines in 1996. She thereafter attended the Parmantasan ng Lungsod ng Pasay in University in Pasay City, Philippines and attained a Bachelor of Science degree in Geology in 2000.
 
Since 2000 to the present, Ms. Cabrillas has been employed by AKA Minerals Inc. of Manila, Philippines as a Junior Geologist and is responsible for surveying the properties owned by AKA Minerals Inc. in the Philippines and Malaysia for mineral potential and reviewing the results of surveys with senior geologists.
 
Board of Directors

Since inception our Board has held no meetings and our Audit Committee held no meetings.
 
Below is a description of the Audit Committee of the Board of Directors.

The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

 
21

 

Our audit committee is comprised of Crystal Coranes, our President, and Rizalyn Cabrillas, our Chief Financial Officer. Neither Ms. Coranes nor Ms. Cabrillas can be considered an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Apart from the Audit Committee, the Company has no other Board committees.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K, nor do we have a board member that qualifies as independent.

We believe that our current Audit Committee is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

As and when we generate revenue in the future, we intend to identify and appoint a financial expert to serve on our audit committee.

Significant Employees

We have no paid employees as such. Our Officers and Directors fulfill many of the functions that would otherwise require the Company to hire employees or outside consultants.

Family Relationships

Ms. Coranes and Ms. Cabrillas, our two executive officers and directors, are unrelated.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Nominations to the Board of Directors

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Code of Ethics

The Company has adopted a Code of Business Ethics and Control for the Board of Directors applicable to all Company directors, officers and employees.

ITEM 11.   EXECUTIVE COMPENSATION.

General Philosophy

Our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.

Compensation Summary

To date we have no employees other than our officers.  No compensation has been awarded, earned or paid to our officers.  We have no employment agreements with any of our officers.  We do not contemplate entering into any employment agreements until such time as we have proven mineral reserves. The following table sets forth the information, on an accrual basis, with respect to the compensation of our executive officers for the fiscal years ended January 31, 2012 and January 31, 2011.

 
22

 
 
Summary Compensation Table

Name and Principal Position
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
Nonqualified
deferred
compensation
earnings
($)
   
All
Other
Compensation
($)
   
Total
($)
 
(a)
(b)
 
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
   
(j)
 
                                                   
Crystal Coranes
2012
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Chief Executive Officer,
2011
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
President, Director
                                                                 
                                                                   
Rizalyn Cabrillas
2012
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Chief Financial Officer, Secretary, Treasurer, Director
2011
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
Compensation of Directors
 
We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.   All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Employment Agreements with Executive Officers and Directors

There are no employment agreements with any officers or directors of our Company.

Stock Option Plan

During the fiscal year ended January 31, 2012, we did not have any form of stock option plan for the benefit of our directors, officers or future employees and we did not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.  Subsequent to our fiscal year ended January 31, 2012, on February 24, 2012, our Board adopted the 2012 Equity Incentive Plan (the “Plan”) and reserved 7,500,000 shares of the Company’s common stock for issuance thereunder to officers, directors, employees, consultants and other service providers of the Company.  The Plan was approved by the shareholders on March 19, 2012.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table

None.

Termination of Employment
 
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

 
23

 
 
Compensation Committee

The Company does not have a separate Compensation Committee.  Instead, the Company’s Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers the Company’s stock option plans and other benefit plans, and considers other matters.

Risk Management Considerations

We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.

Activities since Inception

Our previous President, Rodelio Raneses, arranged for incorporation of our company, subscribed for shares to provide initial working capital, and identified the Tabuk Gold Claim, arranged for its acquisition, commissioned a geological report on the Tabuk Gold Claim obtaining the assistance of professionals as needed.  Mr. Raneses died in 2008. Ms. Crystal Coranes has coordinated preparation of our effective registration statement and has principal responsibility for preparation of our periodic reports and all other matters normally performed by an executive officer.
 
Our Chief Financial Officer, Chief Accounting Officer and Secretary Treasurer, Rizalyn Cabrillas assisted in identifying investors to participate in the private placement closed on April 30, 2008 and also assisted in preparation of our effective registration statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information concerning the beneficial ownership of our outstanding common stock as of April 26, 2012 for (1) each of our directors and executive officers individually; (2) each person or group that we know owns beneficially more than five percent (5%) of our common stock; and (3) all directors and executive officers as a group.

Name and Address
of Beneficial Owner(2)
 
Amount and Nature
of Beneficial Ownership
   
Percentage
of Class(1)
 
Crystal Coranes, Chief Executive Officer, Director
340 Basa Compound, Zapate, Las Pinas City,
Metro Manila, Philippines
   
-
     
-
 
                 
Rizalyn Cabrillas, Chief Financial Officer, Director
340 Basa Compound, Zapate, Las Pinas City,
Metro Manila, Philippines
   
-
     
-
 
All Officers and Directors as a Group
   
-
     
-
 
                 
5% Holders
               
Thomas Patrick Schaeffer
3796 Chatham Court
Addison, Texas 75001
   
2,000,000
     
11.24
%
 
  
 
 
 
(1)
Based on 17,800,000 shares of our common stock outstanding as of April 26, 2012.
 
 
 
(2)
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
 
 
24

 
Description of Securities

We are authorized to issue up to 600,000,000 shares of common stock, par value $0.001 per share.
 
The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share rateably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of the shareholders.
 
The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.
 
In addition, the shares of common stock are not convertible into any other securities.   There are no restrictions on dividends under any loan or other financing arrangements.
 
Dividend Policy

As of the date of this Form 10-K, we have not paid any cash dividends to stockholders.  The declaration of any future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions.  It is our present intention not to pay any cash dividends in the near future.

Change in Control of Our Company

On October 24, 2011, we entered into the LOI with Oryon in connection with the Merger between the Company and Oryon whereby Oryon will merge into a wholly-owned subsidiary of the Company in exchange for the issuance to the Oryon Members of approximately 16,502,121 shares of Company common stock, assuming none of Oryon’s existing Series C Notes are converted.
 
 
In accordance with the terms of the LOI, the terms and conditions of the Merger shall be set forth in a formal definitive agreement negotiated between the parties containing customary representations and warranties, covenants and indemnification provisions.  To that end, as disclosed in our Current Report on Form 8-K filed on March14, 2012, on March 9, 2012, we entered into the Merger Agreement. In accordance with the Merger Agreement, the Closing of the Merger shall occur on or before thirty (30) days from the date on which Oryon 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, approval by the Oryon Members and Oryon note holders of the Merger Agreement and the Merger, and certain other closing conditions.

Upon Closing, Oryon shall become a wholly-owned subsidiary of the Company. In addition, at Closing, it is anticipated that the Oryon Members shall own approximately 52% of the Company’s issued and outstanding common stock.  Accordingly, a change in control of the Company would result at Closing. The foregoing description is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 10.1 to the our Current Report on Form 8-K filed on March 14, 2012, which is incorporated herein by reference.

Other than as noted above in connection with the Merger Agreement, there are no other existing arrangements that may result in a change in control of the Company.

Transfer Agent

Holladay Stock Transfer, Inc., 2939 N 67th Place, Suite C, Scottsdale, AZ 85251, serves as the transfer agent and registrar for our common stock.

 
25

 

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event the holders of the remaining shares will not be able to elect any of our directors. Presently, our directors and officers do not own any of the issued and outstanding shares of our Company.
 
Available Information
 
We are subject to the reporting requirements of the SEC. In that we are required to file from 10-Ks and 10-Q on a regular basis.
 
Compliance with Section 16 (a) of the Exchange Act

The Company knows of no director, officer, beneficial owner of more than ten percent of any class of equity securities of the Company’s registered pursuant to Section 12 (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a).  All the directors and officer have not filed a Form 3 or Form 4 with the SEC subsequent to the period under review.

Securities Authorized for Issuance Under Equity Compensation Plans

Please see Item 5 for this information.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
     
Transactions with Management and Others

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of the Company, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since inception of the Company, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than 5% of the common shares of the Company’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Transactions with Promoters

The Company does not have promoters and has no transactions with any promoters.

Conflicts of Interest

None of our officers and directors is a director or officer of any other company involved in the mining industry.  However, there can be no assurance such involvement in other companies in the mining industry will not occur in the future.  Such potential future involvement could create a conflict of interest.

To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on August 22, 2007, a Code of Business Ethics and Control for the Board of Directors (the “Code”). Our Code embodies our commitment to such ethical principles and sets forth the responsibilities of the Company and its officers and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.

 
26

 
 
Review, Approval or Ratification of Transactions with Related Persons

Although we have adopted a Code, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest.  Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family.  Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred.  If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any.  Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Director Independence

During the fiscal year ended January 31, 2012, we had no independent directors on our board.  We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., The NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table shows the fees for the audit and other services provided by Madsen & Associates, CPA’s, Inc. to the Company for the fiscal periods shown.

   
January 31, 2012
   
January 31, 2011
 
Audit Fees
 
$
16,025
   
$
5,700
 
Audit — Related Fees
   
-0-
     
-0-
 
Tax Fees
   
-0-
     
-0-
 
All Other Fees
   
-0-
     
-0-
 
Total
 
$
16,025
   
$
5,700
 

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.

The Company’s Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the independent registered public accounting firm in fiscal 2011. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%

 
27

 
 
PART IV
 
ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
The following documents are filed as part of this Annual Report:
 
(a)           Financial Statements:
 
Title of Document
Page
   
Report of Madsen & Associates CPA’s, Inc.
31
   
Balance Sheet as at January 31, 2012 and 2011
32
   
Statement of Operations for the years ended January 31, 2012 and 2011 and for the period from August 22, 2007 (date of inception) to January 31, 2012
33
   
Statement of Stockholders’ Equity (Deficiency) for period from August 22, 2007 (date of inception) to January 31, 2012
34
   
Statement of Cash Flows for the years ended January 31, 2012 and 2011 and for the period from August 22, 2007 (date of inception) to January 31, 2012
35
   
Notes to the Financial Statements
36

 (b)           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. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on December 21, 2011).
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 November 2, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
10.4
 
Agreement and Plan of Merger, dated March 9, 2012, by and between Oryon Holdings, Inc., Oryon Merger Sub, LLC, and OryonTechnologies, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 14, 2012).
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.

 
28

 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
(Registrant)
 
       
  Date: May 1, 2012
By:
/s/ Crystal Coranes                               
 
   
Crystal Coranes
 
   
Chief Executive Officer (Principal Executive Officer)
 
       
  Date: May 1, 2012
By:
/s/ Rizalyn Cabrillas                            
 
        Rizalyn Cabrillas  
        Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures
 
Title(s)
 
Date
         
/s/ Crystal Coranes 
 
Chief Executive
   
Crystal Coranes
 
Officer, President and Director
 
May 1, 2012
   
(Principal Executive Officer)
   
         
/s/ Rizalyn Cabrillas 
Rizalyn Cabrillas
 
Chief Financial Officer, Treasurer, Secretary and Director
 
May 1, 2012
   
(Principal Financial Officer and
   
   
Principal Accounting Officer)
   

 
29

 

ORYON HOLDINGS, INC.


INDEX TO FINANCIAL STATEMENTS



 
Page
   
Report of Madsen & Associates CPA, Inc.
30
   
Balance Sheet as at January 31, 2012 and 2011
31
   
Statement of Operations for the years ended January 31, 2012 and 2011 and for the period from August 22, 2007 (date of inception) to January 31, 2012
32
   
Statement of Stockholders’ Equity (Deficiency) for period from August 22, 2007 (date of inception) to January 31, 2012
33
   
Statement of Cash Flows for the years ended January 31, 2012 and 2011 and for the period from August 22, 2007 (date of inception) to January 31, 2012
34
 
 
Notes to the Financial Statements
  35  



 
30

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

MADSEN & ASSOCIATES CPA’s, INC.
684 East Vine Street, #3
Certified Public Accountants
Murray, Utah, 84107
 
Telephone: 801-268-2632
 
Fax: 801-262-3978
To the Board of Directors and
Stockholders of Oryon Holdings, Inc.
(formerly Eaglecrest Resources, Inc.)
(A Pre-Exploration Stage Company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of Oryon Holdings, Inc. (formerly Eaglecrest Resources, Inc.) (A Pre-Exploration Stage Company) (The Company) as of January 31, 2012 and 2011, and the related statements of operations, stockholders' equity (deficiency), and cash flows for each of the years in the two-year period ended January 31, 2012, and the period from August 22, 2007 (date of inception) to January 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness for the company’s internal control over financial reporting.   Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oryon Holdings, Inc. (formerly Eaglecrest Resources, Inc.) (a Pre-Exploration Stage Company) as of January 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2012, and the period from August 22, 2007 (date of inception) to January 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital for its planned activities and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Madsen & Associates CPA’s, Inc.

Murray, Utah
April 27, 2012



 
31

 
 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
 
(Pre-Exploration Stage Company)
 
BALANCE SHEETS
 
   
   
January 31,
   
January 31,
 
   
2012
   
2011
 
             
ASSETS
           
             
Current Assets
           
             
Cash
  $ -     $ -  
Promissory note receivable
    325,000        -  
Total Current Assets
  $ 325,000     $  -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               
                 
Current Liabilities
               
                 
Accounts payable
  $ 54,434     $ 975  
Advances from related parties
    105,505       58,722  
Total Current Liabilities
    159,939       59,697  
                 
STOCKHOLDERS' EQUITY (DEFICIENCY)
               
Common Stock, $0.001 par value, 600,000,000 shares authorized;
         
29,000,000 shares issued and outstanding as at January 31, 2012; 60,000,000 shares issued and outstanding as at January 31, 2011
    29,000       60,000  
Additional Paid-in Capital
    (19,000 )     (50,000 )
Common stock to be issued
    325,000       -  
Accumulated deficit during the pre-exploration stage
    (169,939 )     (69,697 )
                 
Total Stockholders' Equity (Deficiency)
    165,061       (59,697 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
  $ 325,000     $  -  

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


 
32

 
 

 
 
ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
STATEMENT OF OPERATIONS
For the years ended January 31, 2012 and 2011 and for the period
from August 22, 2007 (date of inception) to January 31, 2012
   
Year ended
January 31, 2012
   
Year ended
January 31, 2011
   
August 22, 2007
(Inception) to
January 31, 2012
 
                   
REVENUES
  $ -     $ -     $ -  
                         
EXPENSES
                       
Impairment loss on mineral claims
    0       0       5,000  
General and administrative
    100,242       17,657       164,939  
Total expenses
    100,242        17,657        169,939  
                         
Net Loss
    (100,242 )     (17,657 )     (169,939 )
                         
NET LOSS PER COMMON SHARE
                       
Basic and diluted
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE OUTSTANDING SHARES
                       
Basic and diluted     52,068,493       60,000,000          
 
The accompanying notes are an integral part of these financial statements.

 
33

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
Period August 22, 2007 (date of inception) to January 31, 2012
 

   
Common stock
                   
   
Shares   
   
Amount   
   
Additional
Paid-in Capital
 
Common Stock to
be Issued 
   
Accumulated Deficit During the Pre-Exploration Stage
   
Total Stockholders' Deficiency
 
                                   
Stock issued for cash on August 31, 2007 at $0.001 per share
   
60,000,000
     
60,000
   
(50,000
)
 -
     
-
     
10,000
 
                                           
Net  loss for the period ended Jan 31,2008
   
-
     
-
   
-
 
 -
     
(12,500
)
   
(12,500
)
                                           
Balance - January 31, 2008
   
60,000,000
     
60,000
   
(50,000
)
 -
     
(12,500
)
   
(2,500
)
                                           
Net loss for the year ended Jan 31,2009
   
-
     
-
   
-
 
 -
     
(21,167
)
   
(21,167
)
                                           
Balance - January 31, 2009
   
60,000,000
     
60,000
   
(50,000
)
 -
     
(33,667
)
   
(23,667
)
                                           
Net  loss for the year end Jan 31, 2010
   
-
     
-
   
-
 
 -
     
(18,373
)
   
(18,373
)
                                           
Balance - January 31, 2010
   
60,000,000
     
60,000
   
(50,000
)
 -
     
(52,040
)
   
(42,040
)
                                           
Net  loss for the year end Jan 31, 2011
   
-
     
-
   
-
 
 -
     
(17,657
)
   
(17,657
)
                                           
Balance - January 31, 2011
   
60,000,000
     
60,000
   
(50,000
)
 -
     
(69,697
)
   
(59,697
)
                                           
Cancellation of 30,000,000 shares – October 30, 2011
   
(30,000,000
)
   
(30,000
)  
30,000
 
 -
     
-
     
-
 
Cancellation of 1,000,000 shares – November 17, 2011
   
(1,000,000
)
   
(1,000
)  
1,000
 
-
       -       -  
Common stock to be issued     -       -     -  
325,000
      -       -  
Net loss for the year ended Jan. 31, 2012
   
-
     
-
   
-
 
-
     
(100,242
)
   
(100,242
)
Balance – January 31, 2012
   
29,000,000
   
$
29,000
   
(19,000
$                                       325,000
   
$
(169,939
)
 
$
165,061
 
 
 
 
The accompanying notes are an integral part of these financial statements.

 
34

 
 
ORYON HOLDINGS, INC.
(formerly Eaglecrest ResResources, Inc.)
 
(Pre-Exploration Stage Company)
 
STATEMENT OF CASH FLOWS
 
For the years ended January 31, 2012 and 2011 and for the period
 
from August 22, 2007 (date of inception) to January 31, 2012
 
                   
   
Year
   
Year
   
August 22,
 
   
Ended
   
ended
   
2007
 
   
January 31,
   
January 31,
   
(inception)
 
   
2012
   
2011
   
to January 31,2012
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
   Net income (loss)
  $ (100,242 )   $ (17,657 )   $ (169,939 )
                         
  Adjustments to reconcile net loss to net cash (used in) operating activities:
                       
         Impairment loss on mineral claim
                    5,000  
  Changes in operating assets and liabilities:
                       
       Promissory Note Receivable
    (325,000 )     -       (325,000 )
       Changes in Accounts Payable
    53,459       (5,975 )     54,434  
 NET CASH FLOWS (USED IN) OPERATING ACTIVITIES
    (371,783 )     (23,632 )      (435,505 )
                         
 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
    46,783       23,632       105,505  
   Proceeds from common stock to be issued
    325,000               325,000  
   Proceeds from issuance of common stock
    -       -       10,000  
 NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
    371,783       23,632       440,505  
                         
NET INCREASE (DECREASE) IN CASH
    -       -       -  
CASH AT BEGINNING OF PERIOD 
    -       -       -  
CASH AT END OF PERIOD
  $ -     $ -     $ -  

The accompanying notes are an integral part of these financial statements.
 
 
35

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
January 31, 2012

 NOTE 1 - ORGANIZATION
 
The Company, Oryon Holdings, 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.   On August 6, 2010, the Company amended its Articles of Incorporation to increase its number of authorized shares of common stock to 600,000,000 shares of common stock, par value of $0.006 per share.  On November 4, 2011, the Company amended its Articles of Incorporation to decrease the par value of its common stock from $0.006 to $0.001 per share.  On November 25, 2011, the Company amended its Articles of Incorporation to change its name from “Eaglecrest Resources, Inc.” to “Oryon Holdings, Inc.”
  
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 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 )   $ -  
January 31, 2012
  $ 100,242       2032     $ 30,073     $ (30,073 )   $ -  
    $ 169,939             $ 50,982     $ (50,982 )   $  -  

On January 31, 2012, the Company has a net operating loss available for carry forward of $169,939. The income tax benefit of approximately $50,982 from the net operating loss carry forward 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 January 31, 2012 was $(50,982) which increased by $(30,073) for the year ended January 31, 2012.

 
36

 


ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
January 31, 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Financial and Concentrations Risk

The company has no financial and concentrations risks.

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.

 
37

 
 
ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
January 31, 2012


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.

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

NOTE 3 -  PROMISSORY NOTES RECEIVABLE

During the fiscal year ended January 31, 2012, Oryon Technologies, LLC (“Oryon”), a Texas limited liability, issued promissory notes to the Company in the amount of $325,000 in connection with the advance by the Company to Oryon of $325,000 (the “Advance”).  The funds for said Advance were advanced to the Company under a private offering of 650,000 shares of our common stock at $0.50 per share and 650,000 warrants under which the holder has the right to purchase an additional common share at $0.75 per share.  The shares and warrants were subsequently issued on March 12, 2012.

NOTE 4 – 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 5 – COMMON STOCK TO BE ISSUED

On October 24, 2011, the Company 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.   As at the balance sheet date Maxum has purchased 650,000 common shares at a price of $0.50 per share. The shares and warrants were subsequently issued on March 12, 2012.
 
NOTE 6 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
 
For the year ended January 31, 2012, and officer made advances to the Company of $46,783.

Officers-directors do not own any common capital stock of the Company and have made advances of $105,505, since inception. These advances are non-interest bearing and payable on demand.

 
38

 

ORYON HOLDINGS, INC.
(formerly Eaglecrest Resources, Inc.)
(Pre-Exploration Stage Company)
Notes to the Financial Statements
January 31, 2012


NOTE 7 – 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 thereby increasing the issued and outstanding share capital to 60,000,000 post split common shares with a par value of $0.001 per share. On October 31, 2011, certain shareholders, including two executive officers, surrendered, in aggregate, 30,000,000 shares of the Company’s common stock for cancellation.   On November 17, 2011, an additional 1,000,000 shares were surrendered for cancellation.   As at January 31, 2012, 29,000,000 post split common shares were issued and outstanding. The post split common shares are shown as split from the date of inception.

On November 4, 2011, the Board of Directors reduced the par value of the common shares from $0.006 to $0.001 per shares.

NOTE 8 – LETTER OF INTENT

On October 24, 2011, the Company entered into a binding letter of intent with Oryon Technologies, LLC, in connection
with a proposed reverse acquisition transaction (the “Merger”) between the Company and Oryon whereby Oryon will merge into a wholly-owned subsidiary of the Company in exchange for the issuance to the members of Oryon of approximately 16,502,121 share of Company common stock, assuming none of Oryon’s existing Series C Notes are converted.
 
At Closing, it is anticipated that the Oryon Members shall own approximately 52% of the Company’s issued and outstanding common stock, assuming none of the Series C Notes are converted.

The LOI is binding and effective upon the date the Company makes an advance of $100,000 (the “Advance”) to Oryon pursuant to the terms of a promissory note (the “Note”).  On October 24, 2011, Oryon 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 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.  If the Closing occurs, the Note shall be cancelled.

NOTE 9 - 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.
 
Management of the Company has developed a strategy, which it believes will accomplish this objective through short term loans from its officers and directors, and additional equity investment, which will enable the Company to operate for the coming year.

NOTE 10. – SUBSEQUENT EVENTS

Merger Agreement with Oryon

On March 9, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and OryonTechnologies, LLC (“Oryon”).  Oryon is a technology company with certain intellectual property rights related to a three-dimensional, elastomeric, membranous, flexible electroluminescent lamp.
 

 
39

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

NOTE 10. – SUBSEQUENT EVENTS CONTINUED

Pursuant to the terms of the Merger Agreement, Oryon will merge into Merger Sub (the “Merger”) in exchange for the issuance to the members of Oryon (“Oryon Members”) of 16,502,121 shares of common stock of the Company. Following the Closing of the Merger, Oryon shall become a wholly-owned subsidiary of the Company and the Oryon Members shall own approximately 52% of all the issued and outstanding shares of capital stock of the Company

The Merger Agreement contains customary representations, warranties, and conditions to closing, including but not limited to, that the closing of the Merger (the “Closing”) shall occur when Oryon 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 when approval by the Oryon Members  and Oryon note holders of the Merger and Merger Agreement has been obtained. As of the date of this filing, this merger has not closed.
 
Issuance of Shares under Subscription Agreements

On March 12, 2012, the Directors of the Company approved a resolution whereby 800,000 units of the Company at a price of $0.50 per unit, each unit consisting of one common share and one one-year share purchase warrant exercisable into common shares of the Company at a price of $0.75 per warrant which had the following expiry dates:

Date
 
Dollars per Unit
   
No. of Warrants
 
Warrant Expiry
               
October 27, 2011
  $ 100,000       200,000  
October 26, 2016
November 2, 2011
    25,000       50,000  
November 1, 2016
December 5, 2011
    100,000       200,000  
December 4, 2016
December 28, 2011
    100,000       200,000  
December 27, 2016
February 14, 2012
    25,000       50,000  
February 13, 2017
February 28, 2012
    50,000       100,000  
February 27, 2017

Additional Subscription Agreements

In addition to the February 14, 2012 and February 28, 2012 subscription agreements identified in the above table, the Company subsequently received $325,000 from subscription agreements dated March 13, 2012 ($125,000); April 5, 2012 ($75,000); and April 23, 2012 ($125,000). These subscription agreements are for a total of 650,000 shares of Company common stock and 650,000 warrants to purchase 1 additional share each of Company common stock, at an exercise price of $0.75 per share. As of the date of this filing, these shares and warrants have not been issued.

Additional Promissory Notes Receivable

Subsequent to January 31, 2012, the Company made advances of $400,000 to Oryon for promissory notes receivable.

Cancellation of Common Stock

On April 19, 2012, our President, Crystal Coranes, , surrendered in aggregate 12,000,000 shares of the Company’s common stock for cancellation for no further consideration.  As a result of such cancellation, our total number of issued and outstanding common stock was 17,800,000.
.
Amendment to Articles of Incorporation.
 
On March 19, 2012, the Company amended its Articles of Incorporation to authorize 50,000,000 shares of preferred stock, par value $0.001 per share.  The Company’s shareholders approved the Restated Articles at a special meeting of shareholders held on March 19, 2012. 

 
40